Hilltop Holdings Inc. - Quarter Report: 2017 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2017

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-31987

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)


Maryland		84-1477939
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

200 Crescent Court, Suite 1330
Dallas, TX		75201
(Address of principal executive offices)		(Zip Code)

(214) 855-2177

(Registrant’s telephone number, including area code)

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☐


Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of the registrant's common stock outstanding at July 27, 2017 was 96,347,034.

Table of Contents

HILLTOP HOLDINGS INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2017

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Stockholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
	Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss and Loss Adjustment Expenses, Net of Reinsurance	55

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	92

Item 4.	Controls and Procedures	95


PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	96

Item 1A.	Risk Factors	96

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	96

Item 6.	Exhibits	96

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)


	June 30,		December 31,
	2017		2016
Assets
Cash and due from banks	$	405,938	$	669,357
Federal funds sold		388		21,407
Securities purchased under agreements to resell		125,188		89,430
Assets segregated for regulatory purposes		167,565		180,993
Securities:
Trading, at fair value		471,485		265,534
Available for sale, at fair value (amortized cost of $761,217 and $598,198, respectively)		763,206		598,007
Held to maturity, at amortized cost (fair value of $355,860 and $345,088, respectively)		359,847		351,831
		1,594,538		1,215,372

Loans held for sale		2,000,257		1,795,463
Non-covered loans, net of unearned income		6,118,211		5,843,499
Allowance for non-covered loan losses		(59,208)		(54,186)
Non-covered loans, net		6,059,003		5,789,313

Covered loans, net of allowance of $1,359 and $413, respectively		205,877		255,714
Broker-dealer and clearing organization receivables		1,552,525		1,497,741
Premises and equipment, net		183,994		190,361
FDIC indemnification asset		40,304		71,313
Covered other real estate owned		42,304		51,642
Other assets		618,368		613,453
Goodwill		251,808		251,808
Other intangible assets, net		40,516		44,695
Total assets	$	13,288,573	$	12,738,062

Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing	$	2,251,208	$	2,199,483
Interest-bearing		5,323,414		4,864,328
Total deposits		7,574,622		7,063,811

Broker-dealer and clearing organization payables		1,395,314		1,347,128
Short-term borrowings		1,515,069		1,417,289
Securities sold, not yet purchased, at fair value		149,869		153,889
Notes payable		300,283		317,912
Junior subordinated debentures		67,012		67,012
Other liabilities		393,351		496,501
Total liabilities		11,395,520		10,863,542
Commitments and contingencies (see Notes 12 and 13)
Stockholders' equity:
Hilltop stockholders' equity:
Common stock, $0.01 par value, 125,000,000 shares authorized; 96,333,042 and 98,543,774 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively		963		985
Additional paid-in capital		1,529,903		1,572,877
Accumulated other comprehensive income		2,112		485
Retained earnings		356,564		295,568
Deferred compensation employee stock trust, net		845		903
Employee stock trust (12,455 and 15,492 shares, at cost, respectively)		(248)		(309)
Total Hilltop stockholders' equity		1,890,139		1,870,509
Noncontrolling interests		2,914		4,011
Total stockholders' equity		1,893,053		1,874,520
Total liabilities and stockholders' equity	$	13,288,573	$	12,738,062

See accompanying notes.

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HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Interest income:
Loans, including fees	$	113,793	$	98,468	$	203,784	$	190,001
Securities borrowed		9,597		6,326		17,650		13,915
Securities:
Taxable		9,539		6,834		16,566		13,201
Tax-exempt		1,375		1,537		2,619		3,174
Other		2,002		1,037		3,928		2,065
Total interest income		136,306		114,202		244,547		222,356

Interest expense:
Deposits		5,464		4,037		10,154		7,876
Securities loaned		7,481		4,916		13,821		10,903
Short-term borrowings		3,648		1,392		5,066		2,477
Notes payable		2,826		2,618		5,640		5,200
Junior subordinated debentures		744		655		1,455		1,300
Other		167		187		335		363
Total interest expense		20,330		13,805		36,471		28,119

Net interest income		115,976		100,397		208,076		194,237
Provision for loan losses		5,853		28,876		7,558		32,283
Net interest income after provision for loan losses		110,123		71,521		200,518		161,954

Noninterest income:
Net realized gains (losses) on securities		14		(46)		14		—
Net gains from sale of loans and other mortgage production income		153,688		167,012		277,838		294,309
Mortgage loan origination fees		25,976		25,797		45,532		44,610
Securities commissions and fees		37,804		40,442		76,861		78,759
Investment and securities advisory fees and commissions		25,537		29,354		47,739		53,173
Net insurance premiums earned		36,020		38,721		72,160		78,454
Other		65,653		44,725		95,987		74,075
Total noninterest income		344,692		346,005		616,131		623,380

Noninterest expense:
Employees' compensation and benefits		214,413		217,398		400,972		400,159
Occupancy and equipment, net		27,919		26,971		55,212		54,804
Loss and loss adjustment expenses		33,184		37,211		54,884		59,170
Policy acquisition and other underwriting expenses		11,251		11,316		22,480		22,568
Other		79,484		74,469		153,195		155,853
Total noninterest expense		366,251		367,365		686,743		692,554

Income before income taxes		88,564		50,161		129,906		92,780
Income tax expense		25,754		18,439		40,789		32,862

Net income		62,810		31,722		89,117		59,918
Less: Net income attributable to noncontrolling interest		334		648		207		1,277
Income attributable to Hilltop	$	62,476	$	31,074	$	88,910	$	58,641

Earnings per common share:
Basic	$	0.64	$	0.32	$	0.90	$	0.60
Diluted	$	0.63	$	0.32	$	0.90	$	0.60

Cash dividends declared per common share	$	0.06	$	—	$	0.12	$	—

Weighted average share information:
Basic		98,154		98,457		98,295		98,305
Diluted		98,414		98,586		98,576		98,619

See accompanying notes.

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HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Net income	$	62,810	$	31,722	$	89,117	$	59,918
Other comprehensive income:
Net unrealized gains on securities available for sale, net of tax of $696, $1,034, $927 and $3,424, respectively		1,224		1,874		1,636		6,153
Reclassification adjustment for gains (losses) included in net income, net of tax of $(5), $16, $(5) and $0, respectively		(9)		30		(9)		—
Comprehensive income		64,025		33,626		90,744		66,071
Less: comprehensive income attributable to noncontrolling interest		334		648		207		1,277

Comprehensive income applicable to Hilltop	$	63,691	$	32,978	$	90,537	$	64,794

See accompanying notes.

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HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)


						Accumulated				Deferred					Total
				Additional		Other				Compensation		Employee			Hilltop				Total
	Common Stock			Paid-in		Comprehensive		Retained		Employee Stock		Stock Trust			Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		Income		Earnings		Trust, Net		Shares	Amount		Equity		Interest		Equity
Balance, December 31, 2015	98,896	$	989	$	1,577,270	$	2,629	$	155,475	$	1,034	22	$	(443)	$	1,736,954	$	1,171	$	1,738,125
Net income	—		—		—		—		58,641		—	—		—		58,641		1,277		59,918
Other comprehensive income	—		—		—		6,153		—		—	—		—		6,153		—		6,153
Issuance of common stock	500		5		3,845		—		—		—	—		—		3,850		—		3,850
Stock-based compensation expense	—		—		4,768		—		—		—	—		—		4,768		—		4,768
Common stock issued to board members	12		—		217		—		—		—	—		—		217		—		217
Issuance of common stock related to share-based awards, net	(94)		(1)		(1,779)		—		—		—	—		—		(1,780)		—		(1,780)
Repurchases of common stock	(816)		(8)		(16,268)		—		—		—	—		—		(16,276)		—		(16,276)
Deferred compensation plan	—		—		—		—		—		(96)	(5)		96		—		—		—
Net cash distributed from noncontrolling interest	—		—		—		—		—		—	—		—		—		1,471		1,471
Balance, June 30, 2016	98,498	$	985	$	1,568,053	$	8,782	$	214,116	$	938	17	$	(347)	$	1,792,527	$	3,919	$	1,796,446

Balance, December 31, 2016	98,544	$	985	$	1,572,877	$	485	$	295,568	$	903	15	$	(309)	$	1,870,509	$	4,011	$	1,874,520
Net income	—		—		—		—		88,910		—	—		—		88,910		207		89,117
Other comprehensive income	—		—		—		1,627		—		—	—		—		1,627		—		1,627
Stock-based compensation expense	—		—		5,687		—		—		—	—		—		5,687		—		5,687
Common stock issued to board members	7		—		212		—		—		—	—		—		212		—		212
Issuance of common stock related to share-based awards, net	244		3		(2,134)		—		—		—	—		—		(2,131)		—		(2,131)
Repurchases of common stock	(2,462)		(25)		(46,739)		—		(16,311)		—	—		—		(63,075)		—		(63,075)
Dividends on common stock ($0.12 per share)	—		—		—		—		(11,603)		—	—		—		(11,603)		—		(11,603)
Deferred compensation plan	—		—		—		—		—		(58)	(3)		61		3		—		3
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—		(1,304)		(1,304)
Balance, June 30, 2017	96,333	$	963	$	1,529,903	$	2,112	$	356,564	$	845	12	$	(248)	$	1,890,139	$	2,914	$	1,893,053

See accompanying notes.

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HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2017		2016
Operating Activities
Net income	$	89,117	$	59,918
Adjustments to reconcile net income to net cash used in operating activities:
Provision for loan losses		7,558		32,283
Depreciation, amortization and accretion, net		(14,436)		(26,686)
Net realized gains on securities		(14)		—
Deferred income taxes		2,615		2,421
Other, net		5,264		7,663
Net change in securities purchased under agreements to resell		(35,758)		(43,814)
Net change in assets segregated for regulatory purposes		13,428		38,399
Net change in trading securities		(205,951)		(91,273)
Net change in broker-dealer and clearing organization receivables		(45,566)		(796,440)
Net change in FDIC indemnification asset		22,824		17,344
Net change in other assets		(48,794)		(90,113)
Net change in broker-dealer and clearing organization payables		75,004		676,621
Net change in other liabilities		(132,731)		(45,653)
Net change in securities sold, not yet purchased		(4,020)		48,191
Proceeds from sale of mortgage servicing rights asset		17,499		7,586
Net gains from sales of loans		(277,838)		(294,309)
Loans originated for sale		(7,151,419)		(7,487,620)
Proceeds from loans sold		7,221,859		7,610,371
Net cash used in operating activities		(461,359)		(375,111)
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity		27,975		104,160
Proceeds from sales, maturities and principal reductions of securities available for sale		197,327		250,911
Purchases of securities held to maturity		(36,299)		(126,880)
Purchases of securities available for sale		(361,530)		(86,798)
Net change in loans		(195,832)		(281,489)
Purchases of premises and equipment and other assets		(13,771)		(19,097)
Proceeds from sales of premises and equipment and other real estate owned		18,071		51,192
Net cash received from Federal Home Loan Bank and Federal Reserve Bank stock		8,165		6,342
Net cash used in investing activities		(355,894)		(101,659)
Financing Activities
Net change in deposits		483,993		271,198
Net change in short-term borrowings		97,780		65,489
Proceeds from notes payable		173,052		132,460
Payments on notes payable		(190,631)		(51,458)
Proceeds from issuance of common stock		—		3,850
Payments to repurchase common stock		(16,009)		—
Dividends paid on common stock		(11,603)		—
Net cash distributed from (to) noncontrolling interest		(1,304)		1,471
Taxes paid on employee stock awards netting activity		(2,131)		(1,765)
Other, net		(332)		(259)
Net cash provided by financing activities		532,815		420,986

Net change in cash and cash equivalents		(284,438)		(55,784)
Cash and cash equivalents, beginning of period		690,764		669,445
Cash and cash equivalents, end of period	$	406,326	$	613,661

Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	36,299	$	28,206
Cash paid for income taxes, net of refunds	$	26,703	$	28,685
Supplemental Schedule of Non-Cash Activities
Conversion of loans to other real estate owned	$	5,644	$	11,615
Additions to mortgage servicing rights	$	2,490	$	9,893

See accompanying notes.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. Summary of Significant Accounting and Reporting Policies

Nature of Operations

Hilltop Holdings Inc. (“Hilltop” and, collectively with its subsidiaries, the “Company”) is a financial holding company registered under the Bank Holding Company Act of 1956. The Company’s primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank (the “Bank”). In addition, the Company provides an array of financial products and services through its broker-dealer, mortgage origination and insurance subsidiaries.

The Company, headquartered in Dallas, Texas, provides its products and services through three primary business units, PlainsCapital Corporation (“PCC”), Hilltop Securities Holdings LLC (“Securities Holdings”) and National Lloyds Corporation (“NLC”). PCC is a financial holding company that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, equity trading, clearing, securities lending, structured finance and retail brokerage services throughout the United States. NLC is a property and casualty insurance holding company that provides, through its subsidiaries, fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the southern United States.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses, the fair values of financial instruments, the amounts receivable from the Federal Deposit Insurance Corporation (the “FDIC”) under loss-share agreements (the “FDIC Indemnification Asset”), reserves for losses and loss adjustment expenses (“LAE”), the mortgage loan indemnification liability, and the potential impairment of assets are particularly subject to change. The Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements.

Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”).

PCC also owns 100% of the outstanding common securities of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), because the primary beneficiaries of the Trusts are not within the consolidated group.

Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly-owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Hilltop Securities Independent Network Inc. (“HTS Independent Network”) (collectively, the “Hilltop Broker-Dealers”) and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA, and First Southwest Asset Management, LLC is a registered investment adviser under the Investment Advisers Act of 1940.

Hilltop also owns 100% of NLC, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”).

The consolidated financial statements include the accounts of the above-named entities. Intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the ASC.

Certain reclassifications have been made to the prior period consolidated financial statements to conform with the current period presentation. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC.

2. Recently Issued Accounting Standards

In May 2017, FASB issued ASU 2017-09 which provides clarity and reduces both diversity in practice and cost and complexity associated with changes to the terms or conditions of a share-based payment award and, specifically, which changes require an entity to apply modification accounting. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements.

In April 2017, FASB issued ASU 2017-08 which shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2018, using the using the modified retrospective transition method. As permitted within the amendment, the Company elected to early adopt and apply the provisions of this amendment as of January 1, 2017. This adoption had no effect on the Company’s consolidated financial statements.

In January 2017, FASB issued ASU 2017-01 which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017, using the prospective method. Early adoption is permitted. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements.

In October 2016, FASB issued ASU No. 2016-16 which addresses improvement in accounting for income tax consequences of intra-equity transfers of assets other than inventory. The amendment requires that an entity recognize the income tax consequences of the intra-equity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017, using the modified retrospective transition method. Early adoption is permitted. The Company does not intend to adopt the provisions of the amendment early and does not expect such provisions to have a significant effect on the Company’s consolidated financial statements.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

In August 2016, FASB issued ASU 2016-15 to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017 using a retrospective transition method. Early adoption is permitted. The Company does not intend to adopt the provisions of the amendment early and does not expect such provisions to have a significant effect on the Company’s consolidated financial statements.

In June 2016, FASB issued ASU 2016-13 which sets forth a “current expected credit loss” (CECL) model which requires entities to measure all credit losses expected over the life of an exposure (or pool of exposures) for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. The amendment also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption. Although the Company does not intend to adopt the provisions of the amendment early, a cross-functional team is evaluating the provisions of the amendment and the impact on its future consolidated financial statements through the identification of data requirements and determination of necessary modifications to its existing credit loss model and processes. The extent of the change in allowance for loan losses will be impacted by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

In February 2016, FASB issued ASU 2016-02 related to leases. The new standard is intended to increase transparency and comparability among organizations and require lessees to record a right-to-use asset and liability representing the obligation to make lease payments for long-term leases. Accounting by lessors will remain largely unchanged. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted. Adoption will require a modified retrospective transition where the lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented. The Company does not intend to adopt the provisions of the amendment early. The Company is currently evaluating the provisions of the amendment on its consolidated financial statements but upon adoption expects to report higher assets and liabilities as a result of including additional leases on the consolidated balance sheets.

In January 2016, FASB issued ASU 2016-01 related to financial instruments. This amendment requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The amendment also impacts financial liabilities under the Fair Value Option and the presentation and disclosure requirements for financial instruments. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements.

In July 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 by one year, to clarify the principles for recognizing revenue from contracts with customers. The FASB has subsequently issued several amendments to the standard, including clarification of principal versus agent considerations, narrow scope improvements and other technical corrections. The amendments outline a single comprehensive model for entities to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The amendments also require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017 and may be adopted using either a full retrospective transition method or a modified, cumulative-effect approach wherein the guidance is applied only to existing contracts as of the date of initial application and to new contracts entered into thereafter. The Company does not intend to adopt the provisions of the amendment early and expects to adopt using the cumulative-effect approach. The Company has gathered an inventory of contracts with customers and performed an in-depth assessment. The preliminary assessment suggests that the revenue recognition policies within the

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Notes to Consolidated Financial Statements (continued)

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Company’s broker-dealer segment will be affected when adopted. Specifically, the new guidance may require certain advisory and underwriting revenues and expenses to be recorded on a gross basis while the current guidance requires recognizing these revenues net of the related expenses. However, there are many aspects of this new accounting guidance that are still being interpreted to clarify and address certain implementation issues. The Company will continue to evaluate the impact on its future consolidated financial statements of both current and newly issued guidance associated with the amendment.

3. Fair Value Measurements

Fair Value Measurements and Disclosures

The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions.

The Fair Value Topic creates a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below.

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 Inputs: Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, yield curves, prepayment speeds, default rates, credit risks and loss severities), and inputs that are derived from or corroborated by market data, among others.

Level 3 Inputs: Unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others.

Fair Value Option

The Company has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and retained mortgage servicing rights (“MSR”) asset at fair value, under the provisions of the Fair Value Option. The Company elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. At June 30, 2017 and December 31, 2016, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $1.93 billion and $1.75 billion, respectively, and the unpaid principal balance of those loans was $1.85 billion and $1.71 billion, respectively. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations.

The Company holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of the Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined primarily using Level 2 inputs. Those inputs include quotes from mortgage loan investors and derivatives dealers and data from independent pricing services.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands).


	Level 1		Level 2		Level 3		Total
June 30, 2017	Inputs		Inputs		Inputs		Fair Value
Trading securities	$	5,205	$	466,280	$	—	$	471,485
Available for sale securities		20,503		742,703		—		763,206
Loans held for sale		—		1,897,752		30,037		1,927,789
Derivative assets		—		71,724		—		71,724
MSR asset		—		—		43,580		43,580
Securities sold, not yet purchased		73,477		76,392		—		149,869
Derivative liabilities		—		19,642		—		19,642


	Level 1		Level 2		Level 3			Total
December 31, 2016	Inputs		Inputs		Inputs			Fair Value
Trading securities	$	9,481	$	256,053	$	—	$	265,534
Available for sale securities		19,840		578,167		—		598,007
Loans held for sale		—		1,712,697		35,801		1,748,498
Derivative assets		—		57,036		—		57,036
MSR asset		—		—		61,968		61,968
Securities sold, not yet purchased		60,715		93,174		—		153,889
Derivative liabilities		—		35,737		—		35,737

The following tables include a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands).


							Total Gains or Losses
							(Realized or Unrealized)
	Balance at								Included in Other
	Beginning of		Purchases/		Sales/		Included in		Comprehensive		Balance at
	Period		Additions		Reductions		Net Income		Income (Loss)		End of Period
Three months ended June 30, 2017
Loans held for sale	$	30,214	$	8,675	$	(6,722)	$	(2,130)	$	—	$	30,037
MSR asset		45,573		1,266		—		(3,259)		—		43,580
Total	$	75,787	$	9,941	$	(6,722)	$	(5,389)	$	—	$	73,617

Six months ended June 30, 2017
Loans held for sale	$	35,801	$	16,503	$	(17,423)	$	(4,844)	$	—	$	30,037
MSR asset		61,968		2,490		(17,499)		(3,379)		—		43,580
Total	$	97,769	$	18,993	$	(34,922)	$	(8,223)	$	—	$	73,617

Three months ended June 30, 2016
Trading securities	$	1	$	—	$	—	$	—	$	—	$	1
Loans held for sale		40,545		19,803		(10,894)		(3,809)		—		45,645
MSR asset		39,863		8,254		(7,586)		(7,040)		—		33,491
Total	$	80,409	$	28,057	$	(18,480)	$	(10,849)	$	—	$	79,137

Six months ended June 30, 2016
Trading securities	$	1	$	—	$	—	$	—	$	—	$	1
Loans held for sale		25,880		43,039		(15,131)		(8,143)		—		45,645
MSR asset		52,285		9,893		(7,586)		(21,101)		—		33,491
Total	$	78,166	$	52,932	$	(22,717)	$	(29,244)	$	—	$	79,137

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated financial statements. Excluding the trading securities sold during the three months ended September 30, 2016, the unrealized gains (losses) relate to financial instruments still held at June 30, 2017.

For Level 3 financial instruments measured at fair value on a recurring basis at June 30, 2017, the significant unobservable inputs used in the fair value measurements were as follows.


			Range
Financial instrument	Valuation Technique	Unobservable Inputs	(Weighted-Average)
Loans held for sale	Discounted cash flows / Market comparable	Projected price	92	-	95	%	(	95	%)

MSR asset	Discounted cash flows	Constant prepayment rate			10.92		%
		Discount rate			11.14		%

The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing is measured using Level 3 inputs. The fair values of such loans are generally based upon estimates of expected cash flows using unobservable inputs, including listing prices of comparable assets, uncorroborated expert opinions, and/or management’s knowledge of underlying collateral.

The MSR asset, which is included in other assets within the Company’s consolidated balance sheets, is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the MSR asset is impacted by a variety of factors. Prepayment rates and discount rates, the most significant unobservable inputs, are discussed further in Note 7 to the consolidated financial statements.

The Company had no transfers between Levels 1 and 2 during the periods presented.

The following tables present those changes in fair value of instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands).


	Three Months Ended June 30, 2017						Three Months Ended June 30, 2016
			Other		Total				Other		Total
	Net		Noninterest		Changes in		Net		Noninterest		Changes in
	Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value
Loans held for sale	$	22,231	$	—	$	22,231	$	15,483	$	—	$	15,483
MSR asset		(3,259)		—		(3,259)		(7,040)		—		(7,040)


	Six Months Ended June 30, 2017						Six Months Ended June 30, 2016
			Other		Total				Other		Total
	Net		Noninterest		Changes in		Net		Noninterest		Changes in
	Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value
Loans held for sale	$	31,093	$	—	$	31,093	$	15,930	$	—	$	15,930
MSR asset		(3,379)		—		(3,379)		(21,101)		—		(21,101)

The Company also determines the fair value of certain assets and liabilities on a non-recurring basis. In addition, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. Assets and liabilities measured on a non-recurring basis include the items discussed below.

Impaired Loans — The Company reports impaired loans based on the underlying fair value of the collateral through specific allowances within the allowance for loan losses. Purchased credit impaired (“PCI”) loans with a fair value of $172.9 million, $822.8 million and $73.5 million were acquired by the Company upon completion of the merger with PCC (the “PlainsCapital Merger”), the FDIC-assisted transaction whereby the Bank acquired certain assets and assumed certain liabilities of Edinburg, Texas-based First National Bank (“FNB”) on September 13, 2013 (the “FNB Transaction”), and the acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction (the "SWS Merger"), whereby SWS’s banking subsidiary, Southwest Securities, FSB was merged into the Bank, respectively (collectively, the “Bank Transactions”). Substantially all PCI loans acquired in the FNB Transaction are covered by FDIC loss-share agreements. The fair value of PCI loans was determined using Level 3 inputs, including estimates of expected cash flows

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

that incorporated significant unobservable inputs regarding default rates, loss severity rates assuming default, prepayment speeds on acquired loans accounted for in pools (“Pooled Loans”), and estimated collateral values.

At June 30, 2017, estimates for these significant unobservable inputs were as follows.


	PCI Loans
	PlainsCapital		FNB		SWS
	Merger		Transaction		Merger
Weighted average default rate	53	%	44	%	59	%
Weighted average loss severity rate	63	%	20	%	29	%
Weighted average prepayment speed	0	%	8	%	0	%

At June 30, 2017, the resulting weighted average expected loss on PCI loans associated with the PlainsCapital Merger, FNB Transaction and SWS Merger was 33%, 9% and 17%, respectively.

The Company obtains updated appraisals of the fair value of collateral securing impaired collateral-dependent loans at least annually, in accordance with regulatory guidelines. The Company also reviews the fair value of such collateral on a quarterly basis. If the quarterly review indicates that the fair value of the collateral may have deteriorated, the Company orders an updated appraisal of the fair value of the collateral. Because the Company obtains updated appraisals when evidence of a decline in the fair value of collateral exists, it typically does not adjust appraised values.

Other Real Estate Owned — The Company determines fair value primarily using independent appraisals of other real estate owned (“OREO”) properties. The resulting fair value measurements are classified as Level 2 or Level 3 inputs, depending upon the extent to which unobservable inputs determine the fair value measurement. The Company considers a number of factors in determining the extent to which specific fair value measurements utilize unobservable inputs, including, but not limited to, the inherent subjectivity in appraisals, the length of time elapsed since the receipt of independent market price or appraised value, and current market conditions. At June 30, 2017, the most significant unobservable input used in the determination of fair value of OREO was a discount to independent appraisals for estimated holding periods of OREO properties. Level 3 inputs were used to determine the initial fair value at acquisition of a large group of smaller balance properties that were acquired in the FNB Transaction. In the FNB Transaction, the Bank acquired OREO of $135.2 million, all of which is covered by FDIC loss-share agreements. At June 30, 2017 and December 31, 2016, the estimated fair value of covered OREO was $42.3 million and $51.6 million, respectively, and the underlying fair value measurements utilized Level 2 and Level 3 inputs. The fair value of non-covered OREO at June 30, 2017 and December 31, 2016 was $4.6 million and $4.5 million, respectively, and is included in other assets within the consolidated balance sheets. During the reported periods, all fair value measurements for non-covered OREO subsequent to initial recognition utilized Level 2 inputs.

The following table presents information regarding certain assets and liabilities measured at fair value on a non-recurring basis for which a change in fair value has been recorded during reporting periods subsequent to initial recognition (in thousands).


									Total Gains (Losses) for the				Total Gains (Losses) for the
	Level 1		Level 2		Level 3		Total		Three Months Ended June 30,				Six Months Ended June 30,
June 30, 2017	Inputs		Inputs		Inputs		Fair Value		2017		2016		2017		2016
Non-covered impaired loans	$	—	$	—	$	55,013	$	55,013	$	(274)	$	168	$	(470)	$	135
Covered impaired loans		—		—		48,677		48,677		(611)		(242)		(977)		90
Non-covered other real estate owned		—		3,258		—		3,258		(108)		(12)		(123)		(12)
Covered other real estate owned		—		5,385		—		5,385		(943)		(1,967)		(2,135)		(11,732)

The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. There have been no changes to the methods for determining estimated fair value for financial assets and liabilities which are described in detail in Note 3 to the consolidated financial statements included in the Company’s 2016 Form 10-K.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands).


			Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3
June 30, 2017	Amount		Inputs		Inputs		Inputs		Total
Financial assets:
Cash and cash equivalents	$	406,326	$	406,326	$	—	$	—	$	406,326
Securities purchased under agreements to resell		125,188		—		125,188		—		125,188
Assets segregated for regulatory purposes		167,565		167,565		—		—		167,565
Held to maturity securities		359,847		—		355,860		—		355,860
Loans held for sale		72,468		—		72,468		—		72,468
Non-covered loans, net		6,059,003		—		492,859		5,755,032		6,247,891
Covered loans, net		205,877		—		—		309,698		309,698
Broker-dealer and clearing organization receivables		1,552,525		—		1,552,525		—		1,552,525
FDIC indemnification asset		40,304		—		—		24,875		24,875
Other assets		62,882		—		57,420		5,462		62,882

Financial liabilities:
Deposits		7,574,622		—		7,567,319		—		7,567,319
Broker-dealer and clearing organization payables		1,395,314		—		1,395,314		—		1,395,314
Short-term borrowings		1,515,069		—		1,515,069		—		1,515,069
Debt		367,295		—		364,785		—		364,785
Other liabilities		3,881		—		3,881		—		3,881


			Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3
December 31, 2016	Amount		Inputs		Inputs		Inputs		Total
Financial assets:
Cash and cash equivalents	$	690,764	$	690,764	$	—	$	—	$	690,764
Securities purchased under agreements to resell		89,430		—		89,430		—		89,430
Assets segregated for regulatory purposes		180,993		180,993		—		—		180,993
Held to maturity securities		351,831		—		345,088		—		345,088
Loans held for sale		46,965		—		46,965		—		46,965
Non-covered loans, net		5,789,313		—		502,077		5,459,975		5,962,052
Covered loans, net		255,714		—		—		367,444		367,444
Broker-dealer and clearing organization receivables		1,497,741		—		1,497,741		—		1,497,741
FDIC indemnification asset		71,313		—		—		60,173		60,173
Other assets		62,904		—		58,697		4,207		62,904

Financial liabilities:
Deposits		7,063,811		—		7,058,837		—		7,058,837
Broker-dealer and clearing organization payables		1,347,128		—		1,347,128		—		1,347,128
Short-term borrowings		1,417,289		—		1,417,289		—		1,417,289
Debt		384,924		—		378,822		—		378,822
Other liabilities		3,708		—		3,708		—		3,708

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

4. Securities

The fair value of trading securities is summarized as follows (in thousands).


	June 30,		December 31,
	2017		2016
U.S. Treasury securities	$	1,874	$	5,940
U.S. government agencies:
Bonds		32,944		36,303
Residential mortgage-backed securities		233,443		2,539
Commercial mortgage-backed securities		9,739		15,171
Collateralized mortgage obligations		1,668		5,607
Corporate debt securities		75,240		60,699
States and political subdivisions		98,619		89,946
Unit investment trusts		8,920		41,409
Private-label securitized product		4,843		4,292
Other		4,195		3,628
Totals	$	471,485	$	265,534

The Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $149.9 million and $153.9 million at June 30, 2017 and December 31, 2016, respectively.

The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands).


	Available for Sale
	Amortized		Unrealized		Unrealized
June 30, 2017	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	31,740	$	173	$	(42)	$	31,871
U.S. government agencies:
Bonds		91,077		873		(138)		91,812
Residential mortgage-backed securities		242,019		879		(2,452)		240,446
Commercial mortgage-backed securities		12,200		22		(23)		12,199
Collateralized mortgage obligations		212,647		104		(2,636)		210,115
Corporate debt securities		75,534		2,551		(11)		78,074
States and political subdivisions		76,234		1,557		(112)		77,679
Commercial mortgage-backed securities		499		8		—		507
Equity securities		19,267		1,250		(14)		20,503
Totals	$	761,217	$	7,417	$	(5,428)	$	763,206

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Notes to Consolidated Financial Statements (continued)

(Unaudited)


	Available for Sale
	Amortized		Unrealized		Unrealized
December 31, 2016	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	31,701	$	144	$	(44)	$	31,801
U.S. government agencies:
Bonds		121,838		881		(67)		122,652
Residential mortgage-backed securities		135,371		708		(2,941)		133,138
Commercial mortgage-backed securities		8,771		2		(58)		8,715
Collateralized mortgage obligations		117,879		29		(3,206)		114,702
Corporate debt securities		76,866		2,354		(91)		79,129
States and political subdivisions		86,353		1,498		(336)		87,515
Commercial mortgage-backed securities		499		16		—		515
Equity securities		18,920		1,263		(343)		19,840
Totals	$	598,198	$	6,895	$	(7,086)	$	598,007


	Held to Maturity
	Amortized		Unrealized		Unrealized
June 30, 2017	Cost		Gains		Losses		Fair Value
U.S. government agencies:
Bonds	$	40,514	$	43	$	(915)	$	39,642
Residential mortgage-backed securities		18,009		179		—		18,188
Commercial mortgage-backed securities		57,867		396		(399)		57,864
Collateralized mortgage obligations		194,664		150		(2,466)		192,348
States and political subdivisions		48,793		205		(1,180)		47,818
Totals	$	359,847	$	973	$	(4,960)	$	355,860


	Held to Maturity
	Amortized		Unrealized		Unrealized
December 31, 2016	Cost		Gains		Losses		Fair Value
U.S. government agencies:
Bonds	$	40,513	$	—	$	(1,287)	$	39,226
Residential mortgage-backed securities		19,606		13		(6)		19,613
Commercial mortgage-backed securities		31,767		102		(593)		31,276
Collateralized mortgage obligations		217,954		128		(3,372)		214,710
States and political subdivisions		41,991		70		(1,798)		40,263
Totals	$	351,831	$	313	$	(7,056)	$	345,088

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Information regarding available for sale and held to maturity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands).


	June 30, 2017					December 31, 2016
	Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses
Available for Sale
U.S. treasury securities:
Unrealized loss for less than twelve months	6	$	24,143	$	39	7	$	21,694	$	44
Unrealized loss for twelve months or longer	2		2,598		3	—		—		—
	8		26,741		42	7		21,694		44
U.S. government agencies:
Bonds:
Unrealized loss for less than twelve months	9		74,954		138	1		14,908		67
Unrealized loss for twelve months or longer	—		—		—	—		—		—
	9		74,954		138	1		14,908		67
Residential mortgage-backed securities:
Unrealized loss for less than twelve months	13		122,941		2,232	12		109,398		2,941
Unrealized loss for twelve months or longer	1		5,846		220	—		—		—
	14		128,787		2,452	12		109,398		2,941
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	2		9,091		23	2		7,127		58
Unrealized loss for twelve months or longer	—		—		—	—		—		—
	2		9,091		23	2		7,127		58
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	17		134,762		1,537	11		91,144		2,340
Unrealized loss for twelve months or longer	9		29,341		1,099	8		19,320		866
	26		164,103		2,636	19		110,464		3,206
Corporate debt securities:
Unrealized loss for less than twelve months	1		1,987		11	3		5,899		91
Unrealized loss for twelve months or longer	—		—		—	—		—		—
	1		1,987		11	3		5,899		91
States and political subdivisions:
Unrealized loss for less than twelve months	24		11,727		103	32		17,549		322
Unrealized loss for twelve months or longer	1		458		9	1		450		14
	25		12,185		112	33		17,999		336
Equity securities:
Unrealized loss for less than twelve months	1		195		—	—		—		—
Unrealized loss for twelve months or longer	2		6,947		14	2		11,107		343
	3		7,142		14	2		11,107		343
Total available for sale:
Unrealized loss for less than twelve months	73		379,800		4,083	68		267,719		5,863
Unrealized loss for twelve months or longer	15		45,190		1,345	11		30,877		1,223
	88	$	424,990	$	5,428	79	$	298,596	$	7,086

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	June 30, 2017					December 31, 2016
	Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses
Held to Maturity
U.S. government agencies:
Bonds:
Unrealized loss for less than twelve months	3	$	32,099	$	915	4	$	33,225	$	1,287
Unrealized loss for twelve months or longer	—		—		—	—		—		—
	3		32,099		915	4		33,225		1,287
Residential mortgage-backed securities:
Unrealized loss for less than twelve months	—		—		—	2		13,178		6
Unrealized loss for twelve months or longer	—		—		—	—		—		—
	—		—		—	2		13,178		6
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	2		12,882		399	5		18,891		588
Unrealized loss for twelve months or longer	—		—		—	1		1,401		5
	2		12,882		399	6		20,292		593
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	17		166,859		2,466	19		187,669		3,372
Unrealized loss for twelve months or longer	—		—		—	—		—		—
	17		166,859		2,466	19		187,669		3,372
States and political subdivisions:
Unrealized loss for less than twelve months	63		27,712		1,176	71		29,862		1,790
Unrealized loss for twelve months or longer	2		671		4	1		462		8
	65		28,383		1,180	72		30,324		1,798
Total held to maturity:
Unrealized loss for less than twelve months	85		239,552		4,956	101		282,825		7,043
Unrealized loss for twelve months or longer	2		671		4	2		1,863		13
	87	$	240,223	$	4,960	103	$	284,688	$	7,056

During the three and six months ended June 30, 2017 and 2016, the Company did not record any other-than-temporary impairments (“OTTI”). Factors considered in the Company’s analysis include the reasons for the unrealized loss position, the severity and duration of the unrealized loss position, credit worthiness, and forecasted performance of the investee. While some of the securities held in the Company’s investment portfolio have decreased in value since the date of acquisition, the severity of loss and the duration of the loss position are not believed to be significant enough to warrant recording any OTTI of the securities. The Company does not intend to sell, nor does the Company believe that it is likely that the Company will be required to sell, these securities before the recovery of the cost basis.

Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and fair value of securities, excluding trading and available for sale equity securities, at June 30, 2017 are shown by contractual maturity below (in thousands).


	Available for Sale				Held to Maturity
	Amortized				Amortized
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	107,694	$	107,905	$	4,258	$	4,262
Due after one year through five years		97,514		99,481		3,323		3,346
Due after five years through ten years		39,674		41,380		26,786		26,327
Due after ten years		29,703		30,670		54,940		53,525
		274,585		279,436		89,307		87,460

Residential mortgage-backed securities		242,019		240,446		18,009		18,188
Collateralized mortgage obligations		212,647		210,115		194,664		192,348
Commercial mortgage-backed securities		12,699		12,706		57,867		57,864
	$	741,950	$	742,703	$	359,847	$	355,860

The Company realized net gains of $7.0 million and $5.8 million from its trading securities portfolio during the three months ended June 30, 2017 and 2016, respectively, and net gains from its trading securities portfolio of $12.9 million and $11.5 million during the six months ended June 30, 2017 and 2016, respectively. In addition, the Hilltop Broker-

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Dealers realized net gains from trading activities primarily associated with the structured finance business of $10.5 million and $23.7 million during the three months ended June 30, 2017 and 2016, respectively, and $17.0 million and $29.3 million during the six months ended June 30, 2017 and 2016, respectively. All such realized net gains are recorded as a component of other noninterest income within the consolidated statements of operations.

Securities with a carrying amount of $624.0 million and $695.1 million (with a fair value of $619.7 million and $688.1 million, respectively) at June 30, 2017 and December 31, 2016, respectively, were pledged to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law. Substantially all of these pledged securities were included in our available for sale and held to maturity securities portfolios at June 30, 2017 and December 31, 2016.

Mortgage-backed securities and collateralized mortgage obligations consist primarily of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States.

At June 30, 2017 and December 31, 2016, NLC had investments on deposit in custody for various state insurance departments with aggregate carrying values of $9.3 million and $9.2 million, respectively.

5. Non-Covered Loans and Allowance for Non-Covered Loan Losses

Non-covered loans refer to loans not covered by the FDIC loss-share agreements. Covered loans are discussed in Note 6 to the consolidated financial statements. Non-covered loans summarized by portfolio segment are as follows (in thousands).


	June 30,		December 31,
	2017		2016
Commercial and industrial	$	1,750,305	$	1,696,453
Real estate		2,969,199		2,816,767
Construction and land development		863,082		786,850
Consumer		42,766		41,352
Broker-dealer (1)		492,859		502,077
		6,118,211		5,843,499
Allowance for non-covered loan losses		(59,208)		(54,186)
Total non-covered loans, net of allowance	$	6,059,003	$	5,789,313

(1)

Represents margin loans to customers and correspondents associated with our broker-dealer segment operations.

In connection with the Bank Transactions, the Company acquired non-covered loans both with and without evidence of credit quality deterioration since origination. The following table presents the carrying values and the outstanding balances of non-covered PCI loans (in thousands).


	June 30,		December 31,
	2017		2016
Carrying amount	$	44,345	$	51,432
Outstanding balance		59,426		67,988

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Changes in the accretable yield for non-covered PCI loans were as follows (in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	11,442	$	16,168	$	13,116	$	17,744
Reclassifications from nonaccretable difference, net(1)		438		1,604		577		3,947
Disposals of loans		(61)		—		(61)		—
Accretion		(2,026)		(2,543)		(3,839)		(6,462)
Balance, end of period	$	9,793	$	15,229	$	9,793	$	15,229

(1)

Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts. Reclassifications to nonaccretable difference occur when accruing loans are moved to non-accrual and expected cash flows are no longer predictable and the accretable yield is eliminated.

The remaining nonaccretable difference for non-covered PCI loans was $21.0 million and $22.8 million at June 30, 2017 and December 31, 2016, respectively.

Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet contractual principal and interest payments, which generally occurs when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Non-covered impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans. The amounts shown in the following tables include loans accounted for on an individual basis, as well as acquired Pooled Loans. For Pooled Loans, the recorded investment with allowance and the related allowance consider impairment measured at the pool level. Non-covered impaired loans, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands).


	Unpaid		Recorded		Recorded		Total
	Contractual		Investment with		Investment with		Recorded		Related
June 30, 2017	Principal Balance		No Allowance		Allowance		Investment		Allowance
PCI
Commercial and industrial:
Secured	$	20,269	$	3,382	$	3,738	$	7,120	$	66
Unsecured		—		—		—		—		—
Real estate:
Secured by commercial properties		33,575		8,512		16,056		24,568		2,249
Secured by residential properties		13,102		2,272		7,838		10,110		270
Construction and land development:
Residential construction loans		—		—		—		—		—
Commercial construction loans and land development		4,357		1,073		1,260		2,333		303
Consumer		2,679		32		182		214		102
Broker-dealer		—		—		—		—		—
		73,982		15,271		29,074		44,345		2,990
Non-PCI
Commercial and industrial:
Secured		12,253		6,797		2,911		9,708		750
Unsecured		745		717		—		717		—
Real estate:
Secured by commercial properties		12,136		11,235		410		11,645		3
Secured by residential properties		1,816		1,545		—		1,545		—
Construction and land development:
Residential construction loans		15		—		—		—		—
Commercial construction loans and land development		659		—		632		632		106
Consumer		317		208		—		208		—
Broker-dealer		—		—		—		—		—
		27,941		20,502		3,953		24,455		859
	$	101,923	$	35,773	$	33,027	$	68,800	$	3,849

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	Unpaid		Recorded		Recorded		Total
	Contractual		Investment with		Investment with		Recorded		Related
December 31, 2016	Principal Balance		No Allowance		Allowance		Investment		Allowance
PCI
Commercial and industrial:
Secured	$	25,354	$	3,234	$	5,438	$	8,672	$	557
Unsecured		—		—		—		—		—
Real estate:
Secured by commercial properties		38,005		11,097		17,413		28,510		1,907
Secured by residential properties		13,606		7,401		3,088		10,489		200
Construction and land development:
Residential construction loans		—		—		—		—		—
Commercial construction loans and land development		5,780		1,391		2,076		3,467		377
Consumer		3,223		237		57		294		56
Broker-dealer		—		—		—		—		—
		85,968		23,360		28,072		51,432		3,097
Non-PCI
Commercial and industrial:
Secured		6,311		3,313		1,372		4,685		115
Unsecured		946		925		—		925		—
Real estate:
Secured by commercial properties		10,134		10,000		—		10,000		—
Secured by residential properties		1,344		1,116		—		1,116		—
Construction and land development:
Residential construction loans		28		28		—		28		—
Commercial construction loans and land development		738		48		679		727		167
Consumer		246		244		—		244		—
Broker-dealer		—		—		—		—		—
		19,747		15,674		2,051		17,725		282
	$	105,715	$	39,034	$	30,123	$	69,157	$	3,379

Average recorded investment in non-covered impaired loans is summarized by class in the following table (in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Commercial and industrial:
Secured	$	16,950	$	25,590	$	15,093	$	25,538
Unsecured		748		41		821		47
Real estate:
Secured by commercial properties		37,189		37,533		37,362		38,680
Secured by residential properties		11,461		12,092		11,630		12,133
Construction and land development:
Residential construction loans		—		—		14		111
Commercial construction loans and land development		3,170		4,090		3,580		4,512
Consumer		462		483		480		609
Broker-dealer		—		—		—		—
	$	69,980	$	79,829	$	68,980	$	81,630

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Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands).


	June 30,		December 31,
	2017		2016
Commercial and industrial:
Secured	$	13,101	$	8,590
Unsecured		717		925
Real estate:
Secured by commercial properties		11,645		11,034
Secured by residential properties		2,020		1,197
Construction and land development:
Residential construction loans		—		28
Commercial construction loans and land development		632		727
Consumer		208		244
Broker-dealer		—		—
	$	28,323	$	22,745

At June 30, 2017 and December 31, 2016, non-covered non-accrual loans included non-covered PCI loans of $3.9 million and $5.0 million, respectively, for which discount accretion has been suspended because the extent and timing of cash flows from these non-covered PCI loans can no longer be reasonably estimated. In addition to the non-covered non-accrual loans in the table above, $1.2 million and $1.7 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at June 30, 2017 and December 31, 2016, respectively.

Interest income, including recoveries and cash payments, recorded on non-covered impaired loans was $0.1 million and $0.1 million during the three months ended June 30, 2017 and 2016, respectively, and $0.4 million and $0.2 million during the six months ended June 30, 2017 and 2016, respectively. Except as noted above, non-covered PCI loans are considered to be performing due to the application of the accretion method.

The Bank classifies loan modifications as TDRs when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. The Bank modifies loans by reducing interest rates and/or lengthening loan amortization schedules. The Bank may also reconfigure a single loan into two or more loans (“A/B Note”). The typical A/B Note restructure results in a “bad” loan which is charged off and a “good” loan or loans, the terms of which comply with the Bank’s customary underwriting policies. The debt charged off on the “bad” loan is not forgiven to the debtor.

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Information regarding TDRs granted during the three and six months ended June 30, 2017 and 2016, respectively, is shown in the following tables (dollars in thousands). At June 30, 2017 and December 31, 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs.


	Three Months Ended June 30, 2017					Three Months Ended June 30, 2016
	Number of	Balance at		Balance at		Number of	Balance at		Balance at
	Loans	Extension		End of Period		Loans	Extension		End of Period
Commercial and industrial:
Secured	—	$	—	$	—	—	$	—	$	—
Unsecured	—		—		—	—		—		—
Real estate:
Secured by commercial properties	—		—		—	—		—		—
Secured by residential properties	—		—		—	—		—		—
Construction and land development:
Residential construction loans	—		—		—	—		—		—
Commercial construction loans and land development	1		655		632	—		—		—
Consumer	—		—		—	—		—		—
Broker-dealer	—		—		—	—		—		—
	1	$	655	$	632	—	$	—	$	—


	Six Months Ended June 30, 2017					Six Months Ended June 30, 2016
	Number of	Balance at		Balance at		Number of	Balance at		Balance at
	Loans	Extension		End of Period		Loans	Extension		End of Period
Commercial and industrial:
Secured	1	$	1,357	$	1,279	1	$	1,196	$	950
Unsecured	—		—		—	—		—		—
Real estate:
Secured by commercial properties	1		1,481		1,417	—		—		—
Secured by residential properties	—		—		—	—		—		—
Construction and land development:
Residential construction loans	—		—		—	—		—		—
Commercial construction loans and land development	1		655		632	—		—		—
Consumer	—		—		—	—		—		—
Broker-dealer	—		—		—	—		—		—
	3	$	3,493	$	3,328	1	$	1,196	$	950

All of the non-covered loan modifications included in the tables above involved payment term extensions. The Bank did not grant principal reductions on any restructured non-covered loans during the six months ended June 30, 2017 and 2016.

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The following table presents information regarding TDRs granted during the twelve months preceding June 30, 2017 and 2016, respectively, for which a payment was at least 30 days past due (dollars in thousands).


	Twelve Months Preceding June 30, 2017					Twelve Months Preceding June 30, 2016
	Number of	Balance at		Balance at		Number of	Balance at		Balance at
	Loans	Extension		End of Period		Loans	Extension		End of Period
Commercial and industrial:
Secured	—	$	—	$	—	2	$	1,286	$	1,022
Unsecured	—		—		—	—		—		—
Real estate:
Secured by commercial properties	1		1,481		1,417	1		1,084		995
Secured by residential properties	—		—		—	—		—		—
Construction and land development:
Residential construction loans	—		—		—	—		—		—
Commercial construction loans and land development	—		—		—	—		—		—
Consumer	—		—		—	—		—		—
Broker-dealer	—		—		—	—		—		—
	1	$	1,481	$	1,417	3	$	2,370	$	2,017

An analysis of the aging of the Bank’s non-covered loan portfolio is shown in the following tables (in thousands).


															Accruing Loans (Non-PCI)
	Loans Past Due		Loans Past Due		Loans Past Due		Total		Current		PCI		Total		Past Due
June 30, 2017	30-59 Days		60-89 Days		90 Days or More		Past Due Loans		Loans		Loans		Loans		90 Days or More
Commercial and industrial:
Secured	$	2,242	$	5,269	$	2,745	$	10,256	$	1,630,746	$	7,120	$	1,648,122	$	2,745
Unsecured		102		2		—		104		102,079		—		102,183		—
Real estate:
Secured by commercial properties		410		5,150		—		5,560		2,161,203		24,568		2,191,331		—
Secured by residential properties		546		452		557		1,555		766,203		10,110		777,868		557
Construction and land development:
Residential construction loans		1,788		—		—		1,788		158,735		—		160,523		—
Commercial construction loans and land development		945		3		—		948		699,278		2,333		702,559		—
Consumer		239		31		—		270		42,282		214		42,766		—
Broker-dealer		—		—		—		—		492,859		—		492,859		—
	$	6,272	$	10,907	$	3,302	$	20,481	$	6,053,385	$	44,345	$	6,118,211	$	3,302

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															Accruing Loans (Non-PCI)
	Loans Past Due		Loans Past Due		Loans Past Due		Total		Current		PCI		Total		Past Due
December 31, 2016	30-59 Days		60-89 Days		90 Days or More		Past Due Loans		Loans		Loans		Loans		90 Days or More
Commercial and industrial:
Secured	$	4,727	$	704	$	6,770	$	12,201	$	1,576,239	$	8,672	$	1,597,112	$	3,095
Unsecured		596		1		909		1,506		97,835		—		99,341		1
Real estate:
Secured by commercial properties		550		9,417		1,492		11,459		1,915,126		28,510		1,955,095		—
Secured by residential properties		506		361		369		1,236		849,947		10,489		861,672		—
Construction and land development:
Residential construction loans		—		28		—		28		128,624		—		128,652		—
Commercial construction loans and land development		2,500		1,784		48		4,332		650,399		3,467		658,198		—
Consumer		176		31		—		207		40,851		294		41,352		—
Broker-dealer		—		—		—		—		502,077		—		502,077		—
	$	9,055	$	12,326	$	9,588	$	30,969	$	5,761,098	$	51,432	$	5,843,499	$	3,096

In addition to the non-covered loans shown in the tables above, $45.5 million and $44.4 million of loans included in loans held for sale (with an unpaid principal balance of $46.0 million and $44.9 million, respectively) were 90 days past due and accruing interest at June 30, 2017 and December 31, 2016, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending.

Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, (iv) net charge-offs, and (v) general economic conditions in the state and local markets.

The Bank utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio. A risk rating is assigned based on an assessment of the borrower’s management, collateral position, financial capacity, and economic factors. The general characteristics of the various risk grades are described below.

Pass – “Pass” loans present a range of acceptable risks to the Bank. Loans that would be considered virtually risk-free are rated Pass – low risk. Loans that exhibit sound standards based on the grading factors above and present a reasonable risk to the Bank are rated Pass – normal risk. Loans that exhibit a minor weakness in one or more of the grading criteria but still present an acceptable risk to the Bank are rated Pass – high risk.

Special Mention – “Special Mention” loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the loans and weaken the Bank’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Bank to sufficient risk to require adverse classification.

Substandard – “Substandard” loans are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Many substandard loans are considered impaired.

PCI – “PCI” loans exhibited evidence of credit deterioration at acquisition that made it probable that all contractually required principal payments would not be collected.

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The following tables present the internal risk grades of non-covered loans, as previously described, in the portfolio by class (in thousands).


June 30, 2017	Pass		Special Mention		Substandard		PCI		Total
Commercial and industrial:
Secured	$	1,581,767	$	7,939	$	51,296	$	7,120	$	1,648,122
Unsecured		99,865		1,060		1,258		—		102,183
Real estate:
Secured by commercial properties		2,126,761		1,514		38,488		24,568		2,191,331
Secured by residential properties		761,621		3,292		2,845		10,110		777,868
Construction and land development:
Residential construction loans		160,523		—		—		—		160,523
Commercial construction loans and land development		696,643		2,792		791		2,333		702,559
Consumer		42,312		—		240		214		42,766
Broker-dealer		492,859		—		—		—		492,859
	$	5,962,351	$	16,597	$	94,918	$	44,345	$	6,118,211


December 31, 2016	Pass		Special Mention		Substandard		PCI		Total
Commercial and industrial:
Secured	$	1,531,895	$	72	$	56,473	$	8,672	$	1,597,112
Unsecured		97,646		—		1,695		—		99,341
Real estate:
Secured by commercial properties		1,888,231		3,693		34,661		28,510		1,955,095
Secured by residential properties		846,420		—		4,763		10,489		861,672
Construction and land development:
Residential construction loans		128,624		—		28		—		128,652
Commercial construction loans and land development		653,808		—		923		3,467		658,198
Consumer		40,789		6		263		294		41,352
Broker-dealer		502,077		—		—		—		502,077
	$	5,689,490	$	3,771	$	98,806	$	51,432	$	5,843,499

Allowance for Loan Losses

The allowance for both originated and acquired loans is subject to regulatory examinations, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance. The Company’s analysis of the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC is described in detail in Note 5 to the consolidated financial statements included in the Company’s 2016 Form 10-K.

During 2016, the Bank discovered irregularities with respect to a non-covered loan that is currently in default. As a result, the Bank increased its provision for loan losses and recorded a $24.5 million charge-off during the second quarter of 2016, representing the entire outstanding principal balance of the loan. During the three months ended June 30, 2017, the Bank recorded an insurance receivable and related other noninterest income of $15.0 million from coverage provided by an insurance policy for forgery.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Changes in the allowance for non-covered loan losses, distributed by portfolio segment, are shown below (in thousands).


	Commercial and				Construction and
Three Months Ended June 30, 2017	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Balance, beginning of period	$	21,679	$	26,112	$	6,879	$	464	$	23	$	55,157
Provision charged to operations		735		2,779		766		165		448		4,893
Loans charged off		(1,200)		(218)		—		(127)		—		(1,545)
Recoveries on charged off loans		620		61		—		22		—		703
Balance, end of period	$	21,834	$	28,734	$	7,645	$	524	$	471	$	59,208


	Commercial and				Construction and
Six Months Ended June 30, 2017	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Balance, beginning of period	$	21,369	$	25,236	$	7,002	$	424	$	155	$	54,186
Provision charged to operations		1,210		3,701		654		221		316		6,102
Loans charged off		(1,805)		(300)		(11)		(161)		—		(2,277)
Recoveries on charged off loans		1,060		97		—		40		—		1,197
Balance, end of period	$	21,834	$	28,734	$	7,645	$	524	$	471	$	59,208


	Commercial and				Construction and
Three Months Ended June 30, 2016	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Balance, beginning of period	$	20,169	$	22,272	$	5,561	$	334	$	114	$	48,450
Provision charged to (recapture from) operations		25,503		2,216		727		(16)		263		28,693
Loans charged off		(25,433)		(1,298)		—		(37)		1		(26,767)
Recoveries on charged off loans		481		112		—		44		—		637
Balance, end of period	$	20,720	$	23,302	$	6,288	$	325	$	378	$	51,013


	Commercial and				Construction and
Six Months Ended June 30, 2016	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Balance, beginning of period	$	19,845	$	18,983	$	6,064	$	314	$	209	$	45,415
Provision charged to operations		26,520		5,448		224		16		170		32,378
Loans charged off		(26,783)		(1,298)		—		(89)		(1)		(28,171)
Recoveries on charged off loans		1,138		169		—		84		—		1,391
Balance, end of period	$	20,720	$	23,302	$	6,288	$	325	$	378	$	51,013

The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands).


	Commercial and				Construction and
June 30, 2017	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Loans individually evaluated for impairment	$	9,718	$	10,984	$	632	$	171	$	—	$	21,505
Loans collectively evaluated for impairment		1,733,467		2,923,537		860,117		42,381		492,859		6,052,361
PCI Loans		7,120		34,678		2,333		214		—		44,345
	$	1,750,305	$	2,969,199	$	863,082	$	42,766	$	492,859	$	6,118,211


	Commercial and				Construction and
December 31, 2016	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Loans individually evaluated for impairment	$	4,508	$	9,704	$	727	$	205	$	—	$	15,144
Loans collectively evaluated for impairment		1,683,273		2,768,064		782,656		40,853		502,077		5,776,923
PCI Loans		8,672		38,999		3,467		294		—		51,432
	$	1,696,453	$	2,816,767	$	786,850	$	41,352	$	502,077	$	5,843,499

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands).


	Commercial and				Construction and
June 30, 2017	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Loans individually evaluated for impairment	$	750	$	3	$	106	$	—	$	—	$	859
Loans collectively evaluated for impairment		21,018		26,212		7,236		422		471		55,359
PCI Loans		66		2,519		303		102		—		2,990
	$	21,834	$	28,734	$	7,645	$	524	$	471	$	59,208


	Commercial and				Construction and
December 31, 2016	Industrial		Real Estate		Land Development		Consumer		Broker-Dealer		Total
Loans individually evaluated for impairment	$	115	$	—	$	167	$	—	$	—	$	282
Loans collectively evaluated for impairment		20,697		23,129		6,458		368		155		50,807
PCI Loans		557		2,107		377		56		—		3,097
	$	21,369	$	25,236	$	7,002	$	424	$	155	$	54,186

6. Covered Assets and Indemnification Asset

The Bank acquired certain assets and assumed certain liabilities of FNB in connection with an FDIC-assisted transaction on September 13, 2013 (the “Bank Closing Date”). As part of the Purchase and Assumption Agreement by and among the FDIC (as receiver of FNB), the Bank and the FDIC (the “P&A Agreement”), the Bank and the FDIC entered into loss-share agreements covering future losses incurred on certain acquired loans and OREO. The Company refers to acquired commercial and single family residential loan portfolios and OREO that are subject to the loss-share agreements as “covered loans” and “covered OREO”, respectively, and these assets are presented as separate line items in the Company’s consolidated balance sheets. Collectively, covered loans and covered OREO are referred to as “covered assets”. Pursuant to the loss-share agreements, the FDIC has agreed to reimburse the Bank the following amounts with respect to the covered assets: (i) 80% of net losses on the first $240.4 million of net losses incurred; (ii) 0% of net losses in excess of $240.4 million up to and including $365.7 million of net losses incurred; and (iii) 80% of net losses in excess of $365.7 million of net losses incurred. Net losses are defined as book value losses plus certain defined expenses incurred in the resolution of assets, less subsequent recoveries. Under the loss-share agreement for commercial assets, the amount of subsequent recoveries that are reimbursable to the FDIC for a particular asset is limited to book value losses and expenses actually billed plus any book value charge-offs incurred prior to the Bank Closing Date. There is no limit on the amount of subsequent recoveries reimbursable to the FDIC under the loss-share agreement for single family residential assets. The loss-share agreements for commercial and single family residential assets are in effect for five years and ten years, respectively, from the Bank Closing Date, and the loss recovery provisions to the FDIC are in effect for eight years and ten years, respectively, from the Bank Closing Date. The asset arising from the loss-share agreements, referred to as the “FDIC Indemnification Asset,” is measured separately from the covered loan portfolio because the agreements are not contractually embedded in the covered loans and are not transferable should the Bank choose to dispose of the covered loans.

In accordance with the loss-share agreements, the Bank may be required to make a “true-up” payment to the FDIC approximately ten years following the Bank Closing Date if its actual net realized losses over the life of the loss-share agreements are less than the FDIC’s initial estimate of losses on covered assets. The “true-up” payment is calculated using a defined formula set forth in the P&A Agreement. At June 30, 2017, the Bank has recorded a related “true-up” payment accrual of $15.9 million based on the current estimate of aggregate realized losses on covered assets over the life of the loss-share agreements.

Covered Loans and Allowance for Covered Loan Losses

Loans acquired in the FNB Transaction that are subject to a loss-share agreement are referred to as “covered loans” and reported separately in the consolidated balance sheets. Covered loans are reported exclusive of the cash flow reimbursements that may be received from the FDIC.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

The Bank’s portfolio of acquired covered loans had a fair value of $1.1 billion as of the Bank Closing Date, with no carryover of any allowance for loan losses. Acquired covered loans were preliminarily segregated between those considered to be PCI loans and those without credit impairment at acquisition.

In connection with the FNB Transaction, the Bank acquired loans both with and without evidence of credit quality deterioration since origination. The Company’s accounting policies for acquired covered loans, including covered PCI loans, are consistent with the accounting policies for acquired non-covered loans, as described in Note 5 to the consolidated financial statements. The Company has established under its PCI accounting policy a framework to aggregate certain acquired covered loans into various loan pools based on a minimum of two layers of common risk characteristics for the purpose of determining their respective fair values as of their acquisition dates, and for applying the subsequent recognition and measurement provisions for income accretion and impairment testing.

The following table presents the carrying value of the covered loans summarized by portfolio segment (in thousands).


	June 30,		December 31,
	2017		2016
Commercial and industrial	$	1,649	$	2,697
Real estate		199,845		244,469
Construction and land development		5,742		8,961
		207,236		256,127
Allowance for covered loans		(1,359)		(413)
Total covered loans, net of allowance	$	205,877	$	255,714

The following table presents the carrying value and the outstanding contractual balance of covered PCI loans (in thousands).


	June 30,		December 31,
	2017		2016
Carrying amount	$	99,595	$	133,754
Outstanding balance		208,689		266,098

Changes in the accretable yield for covered PCI loans were as follows (in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	142,466	$	169,133	$	143,731	$	176,719
Reclassifications from nonaccretable difference, net(1)		11,618		8,810		23,024		18,443
Transfer of loans to covered OREO(2)		(662)		(62)		(780)		(171)
Accretion		(25,115)		(20,277)		(37,668)		(37,387)
Balance, end of period	$	128,307	$	157,604	$	128,307	$	157,604

(1)

Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts, but may also include the reclassification and immediate income recognition of nonaccretable difference due to the favorable resolution of loans accounted for individually. Reclassifications to nonaccretable difference occur when accruing loans are moved to non-accrual and expected cash flows are no longer predictable and the accretable yield is eliminated.

(2)

Transfer of loans to covered OREO is the difference between the value removed from the pool and the expected cash flows for the loan.

The remaining nonaccretable difference for covered PCI loans was $58.6 million and $94.5 million at June 30, 2017 and December 31, 2016, respectively. During the three and six months ended June 30, 2017 and 2016, a combination of factors affecting the inputs to the Bank’s quarterly recast process led to the reclassifications from nonaccretable difference to accretable yield. These transfers resulted from revised cash flows that reflect better-than-expected performance of the covered PCI loan portfolio as a result of the Bank’s strategic decision to dedicate resources to the liquidation of covered loans during the noted periods.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Covered impaired loans include non-accrual loans, TDRs, PCI loans and partially charged-off loans. The amounts shown in the following tables include Pooled Loans, as well as loans accounted for on an individual basis. For Pooled Loans, the recorded investment with allowance and the related allowance consider impairment measured at the pool level.

Covered impaired loans, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands).


	Unpaid		Recorded		Recorded		Total
	Contractual		Investment with		Investment with		Recorded		Related
June 30, 2017	Principal Balance		No Allowance		Allowance		Investment		Allowance
PCI
Commercial and industrial:
Secured	$	4,498	$	—	$	412	$	412	$	28
Unsecured		6,562		—		169		169		10
Real estate:
Secured by commercial properties		97,991		3,339		27,182		30,521		652
Secured by residential properties		133,871		66,016		23		66,039		5
Construction and land development:
Residential construction loans		698		—		—		—		—
Commercial construction loans and land development		18,240		1,404		1,050		2,454		626
		261,860		70,759		28,836		99,595		1,321
Non-PCI
Commercial and industrial:
Secured		93		96		—		96		—
Unsecured		—		—		—		—		—
Real estate:
Secured by commercial properties		—		—		—		—		—
Secured by residential properties		4,146		3,400		—		3,400		—
Construction and land development:
Residential construction loans		—		—		—		—		—
Commercial construction loans and land development		19		14		—		14		—
		4,258		3,510		—		3,510		—
	$	266,118	$	74,269	$	28,836	$	103,105	$	1,321


	Unpaid		Recorded		Recorded		Total
	Contractual		Investment with		Investment with		Recorded		Related
December 31, 2016	Principal Balance		No Allowance		Allowance		Investment		Allowance
PCI
Commercial and industrial:
Secured	$	10,579	$	1,024	$	189	$	1,213	$	13
Unsecured		3,259		299		—		299		—
Real estate:
Secured by commercial properties		143,934		26,415		26,222		52,637		271
Secured by residential properties		148,384		73,240		1,161		74,401		60
Construction and land development:
Residential construction loans		766		—		—		—		—
Commercial construction loans and land development		23,522		5,204		—		5,204		—
		330,444		106,182		27,572		133,754		344
Non-PCI
Commercial and industrial:
Secured		52		52		—		52		—
Unsecured		—		—		—		—		—
Real estate:
Secured by commercial properties		396		310		—		310		—
Secured by residential properties		4,175		3,537		—		3,537		—
Construction and land development:
Residential construction loans		—		—		—		—		—
Commercial construction loans and land development		24		20		—		20		—
		4,647		3,919		—		3,919		—
	$	335,091	$	110,101	$	27,572	$	137,673	$	344

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Average investment in covered impaired loans is summarized by class in the following table (in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Commercial and industrial:
Secured	$	644	$	4,497	$	887	$	4,783
Unsecured		171		1,606		234		1,601
Real estate:
Secured by commercial properties		37,752		87,157		41,734		91,587
Secured by residential properties		71,734		88,493		73,689		92,354
Construction and land development:
Residential construction loans		—		343		—		331
Commercial construction loans and land development		2,537		12,664		3,846		16,209
	$	112,838	$	194,760	$	120,390	$	206,865

Covered non-accrual loans are summarized by class in the following table (in thousands).


	June 30,		December 31,
	2017		2016
Commercial and industrial:
Secured	$	96	$	52
Unsecured		—		—
Real estate:
Secured by commercial properties		—		730
Secured by residential properties		2,904		3,035
Construction and land development:
Residential construction loans		—		—
Commercial construction loans and land development		14		19
	$	3,014	$	3,836

At June 30, 2017, there were no covered PCI loans included within non-accrual loans for which discount accretion has been suspended. At December 31, 2016, covered non-accrual loans included covered PCI loans of $0.4 million, for which discount accretion has been suspended because the extent and timing of cash flows from these covered PCI loans can no longer be reasonably estimated.

Interest income, including recoveries and cash payments, recorded on covered impaired loans was $0.2 million and $0.3 million during the three and six months ended June 30, 2017, respectively, while interest income recorded on covered impaired loans during the three and six months ended June 30, 2016 was nominal. Except as noted above, covered PCI loans are considered to be performing due to the application of the accretion method.

The Bank classifies loan modifications of covered loans as TDRs in a manner consistent with that of non-covered loans as discussed in Note 5 to the consolidated financial statements. The Bank did not grant any TDRs during the three and six months ended June 30, 2017 and 2016. Pooled Loans are not in the scope of the disclosure requirements for TDRs. At June 30, 2017 and December 31, 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs.

There were no TDRs granted during the twelve months preceding June 30, 2017 and 2016, respectively, for which a payment was at least 30 days past due.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

An analysis of the aging of the Bank’s covered loan portfolio is shown in the following tables (in thousands).


															Accruing Loans
	Loans Past Due		Loans Past Due		Loans Past Due		Total		Current		PCI		Total		(Non‑PCI) Past Due
June 30, 2017	30‑59 Days		60‑89 Days		90 Days or More		Past Due Loans		Loans		Loans		Loans		90 Days or More
Commercial and industrial:
Secured	$	—	$	—	$	96	$	96	$	972	$	412	$	1,480	$	—
Unsecured		—		—		—		—		—		169		169		—
Real estate:
Secured by commercial properties		—		—		—		—		14,541		30,521		45,062		—
Secured by residential properties		1,600		796		944		3,340		85,404		66,039		154,783		38
Construction and land development:
Residential construction loans		—		—		—		—		—		—		—		—
Commercial construction loans and land development		—		—		—		—		3,288		2,454		5,742		—
	$	1,600	$	796	$	1,040	$	3,436	$	104,205	$	99,595	$	207,236	$	38


															Accruing Loans
	Loans Past Due		Loans Past Due		Loans Past Due		Total		Current		PCI		Total		(Non‑PCI) Past Due
December 31, 2016	30‑59 Days		60‑89 Days		90 Days or More		Past Due Loans		Loans		Loans		Loans		90 Days or More
Commercial and industrial:
Secured	$	—	$	6	$	96	$	102	$	1,083	$	1,213	$	2,398	$	44
Unsecured		—		—		—		—		—		299		299		—
Real estate:
Secured by commercial properties		96		229		—		325		19,132		52,637		72,094		—
Secured by residential properties		3,511		1,345		1,479		6,335		91,639		74,401		172,375		129
Construction and land development:
Residential construction loans		—		—		—		—		—		—		—		—
Commercial construction loans and land development		15		—		—		15		3,742		5,204		8,961		—
	$	3,622	$	1,580	$	1,575	$	6,777	$	115,596	$	133,754	$	256,127	$	173

The Bank assigns a risk grade to each of its covered loans in a manner consistent with the existing loan review program and risk grading matrix used for non-covered loans, as described in Note 5 to the consolidated financial statements. The following tables present the internal risk grades of covered loans in the portfolio by class (in thousands).


June 30, 2017	Pass		Special Mention		Substandard		PCI		Total
Commercial and industrial:
Secured	$	507	$	—	$	561	$	412	$	1,480
Unsecured		—		—		—		169		169
Real estate:
Secured by commercial properties		13,550		—		991		30,521		45,062
Secured by residential properties		81,821		445		6,478		66,039		154,783
Construction and land development:
Residential construction loans		—		—		—		—		—
Commercial construction loans and land development		2,214		—		1,074		2,454		5,742
	$	98,092	$	445	$	9,104	$	99,595	$	207,236

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)


December 31, 2016	Pass		Special Mention		Substandard		PCI		Total
Commercial and industrial:
Secured	$	592	$	—	$	593	$	1,213	$	2,398
Unsecured		—		—		—		299		299
Real estate:
Secured by commercial properties		17,996		—		1,461		52,637		72,094
Secured by residential properties		90,563		461		6,950		74,401		172,375
Construction and land development:
Residential construction loans		—		—		—		—		—
Commercial construction loans and land development		2,281		—		1,476		5,204		8,961
	$	111,432	$	461	$	10,480	$	133,754	$	256,127

The Bank’s impairment methodology for covered loans is consistent with the methodology for non-covered loans, and is discussed in detail in Notes 5 and 6 to the consolidated financial statements included in the Company’s 2016 Form 10-K.

Changes in the allowance for covered loan losses, distributed by portfolio segment, are shown below (in thousands).


	Commercial and				Construction and
Three months ended June 30, 2017	Industrial		Real Estate		Land Development		Total
Balance, beginning of period	$	16	$	736	$	1	$	753
Provision charged to operations		28		309		623		960
Loans charged off		—		(362)		—		(362)
Recoveries on charged off loans		3		1		4		8
Balance, end of period	$	47	$	684	$	628	$	1,359


	Commercial and				Construction and
Six months ended June 30, 2017	Industrial		Real Estate		Land Development		Total
Balance, beginning of period	$	35	$	378	$	—	$	413
Provision charged to operations		12		822		622		1,456
Loans charged off		(6)		(521)		—		(527)
Recoveries on charged off loans		6		5		6		17
Balance, end of period	$	47	$	684	$	628	$	1,359


	Commercial and				Construction and
Three months ended June 30, 2016	Industrial		Real Estate		Land Development		Total
Balance, beginning of period	$	438	$	742	$	37	$	1,217
Provision charged to (recapture from) operations		(383)		674		(108)		183
Loans charged off		—		(26)		(30)		(56)
Recoveries on charged off loans		—		10		101		111
Balance, end of period	$	55	$	1,400	$	—	$	1,455


	Commercial and				Construction and
Six months ended June 30, 2016	Industrial		Real Estate		Land Development		Total
Balance, beginning of period	$	758	$	774	$	—	$	1,532
Provision charged to (recapture from) operations		(697)		651		(49)		(95)
Loans charged off		(6)		(42)		(52)		(100)
Recoveries on charged off loans		—		17		101		118
Balance, end of period	$	55	$	1,400	$	—	$	1,455

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(Unaudited)

The covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands).


	Commercial and				Construction and
June 30, 2017	Industrial		Real Estate		Land Development		Total
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment		1,068		103,285		3,288		107,641
PCI Loans		581		96,560		2,454		99,595
	$	1,649	$	199,845	$	5,742	$	207,236


	Commercial and				Construction and
December 31, 2016	Industrial		Real Estate		Land Development		Total
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment		1,185		117,431		3,757		122,373
PCI Loans		1,512		127,038		5,204		133,754
	$	2,697	$	244,469	$	8,961	$	256,127

The allowance for covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands).


	Commercial and				Construction and
June 30, 2017	Industrial		Real Estate		Land Development		Total
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment		9		27		2		38
PCI Loans		38		657		626		1,321
	$	47	$	684	$	628	$	1,359


	Commercial and				Construction and
December 31, 2016	Industrial		Real Estate		Land Development		Total
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment		22		47		—		69
PCI Loans		13		331		—		344
	$	35	$	378	$	—	$	413

Covered Other Real Estate Owned

A summary of the activity in covered OREO is as follows (in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	45,374	$	78,890	$	51,642	$	99,090
Additions to covered OREO		3,404		4,739		5,127		9,281
Dispositions of covered OREO		(5,531)		(14,028)		(12,330)		(29,005)
Valuation adjustments in the period		(943)		(1,967)		(2,135)		(11,732)
Balance, end of period	$	42,304	$	67,634	$	42,304	$	67,634

During the three and six months ended June 30, 2017 and 2016, the Bank wrote down certain covered OREO assets to fair value to reflect new appraisals on certain OREO acquired in the FNB Transaction and OREO acquired from the foreclosure on certain FNB loans acquired in the FNB Transaction. Although the Bank recorded a fair value discount on the acquired assets upon acquisition, in some cases additional downward valuations were required.

These additional downward valuation adjustments reflect changes to the assumptions regarding the fair value of the OREO, including in some cases the intended use of the OREO due to the availability of more information, as well as the passage of time. The process of determining fair value is subjective in nature and requires the use of significant estimates and assumptions. Although the Bank makes market-based assumptions when valuing acquired assets, new information may come to light that causes estimates to increase or decrease. When the Bank determines, based on subsequent information, that its estimates require adjustment, the Bank records the adjustment. The accounting for such adjustments

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requires that the decreases to the initially recorded fair value be recorded at the time such new information is received, while increases to fair value are recorded when the asset is subsequently sold.

FDIC Indemnification Asset

A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	47,940	$	80,522	$	71,313	$	91,648
FDIC Indemnification Asset accretion (amortization)		(4,236)		69		(8,185)		156
Transfers to due from FDIC and other		(3,400)		(6,131)		(22,824)		(17,344)
Balance, end of period	$	40,304	$	74,460	$	40,304	$	74,460

As of June 30, 2017, the Bank had billed and collected $143.7 million from the FDIC, which represented reimbursable covered losses and expenses through March 31, 2017.

7. Mortgage Servicing Rights

The following tables present the changes in fair value of the Company’s MSR asset, as included in other assets within the consolidated balance sheets, and other information related to the serviced portfolio (dollars in thousands).


	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017		2016
Balance, beginning of period	$	45,573		$	39,863		$	61,968	$	52,285
Additions		1,266			8,254			2,490		9,893
Sales		—			(7,586)			(17,499)		(7,586)
Changes in fair value:
Due to changes in model inputs or assumptions (1)		(2,064)			(5,494)			(1,207)		(18,336)
Due to customer payoffs		(1,195)			(1,546)			(2,172)		(2,765)
Balance, end of period	$	43,580		$	33,491		$	43,580	$	33,491

	June 30,			December 31,
	2017			2016
Mortgage loans serviced for others	$	3,761,484		$	5,480,943
MSR asset as a percentage of serviced mortgage loans		1.16	%		1.13	%

(1)

Primarily represents normal customer payments, changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates and the refinement of other MSR model assumptions.

The key assumptions used in measuring the fair value of the Company’s MSR asset were as follows.


	June 30,		December 31,
	2017		2016
Weighted average constant prepayment rate	10.92	%	10.47	%
Weighted average discount rate	11.14	%	10.95	%
Weighted average life (in years)	6.8		6.9

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(Unaudited)

A sensitivity analysis of the fair value of the Company’s MSR asset to certain key assumptions is presented in the following table (in thousands).


	June 30,		December 31,
	2017		2016
Constant prepayment rate:
Impact of 10% adverse change	$	(1,648)	$	(2,297)
Impact of 20% adverse change		(3,222)		(4,471)
Discount rate:
Impact of 10% adverse change		(1,701)		(2,539)
Impact of 20% adverse change		(3,269)		(4,882)

This sensitivity analysis presents the effect of hypothetical changes in key assumptions on the fair value of the MSR asset. The effect of such hypothetical change in assumptions generally cannot be extrapolated because the relationship of the change in one key assumption to the change in the fair value of the MSR asset is not linear. In addition, in the analysis, the impact of an adverse change in one key assumption is calculated independent of any impact on other assumptions. In reality, changes in one assumption may change another assumption.

Contractually specified servicing fees, late fees and ancillary fees earned of $5.0 million and $5.7 million during the three months ended June 30, 2017 and 2016, respectively, and $11.5 million and $11.7 million during the six months ended June 30, 2017 and 2016, respectively, were included in other noninterest income within the consolidated statements of operations.

8. Deposits

Deposits are summarized as follows (in thousands).


	June 30,		December 31,
	2017		2016
Noninterest-bearing demand	$	2,251,208	$	2,199,483
Interest-bearing:
NOW accounts		1,049,901		1,252,832
Money market		2,156,458		1,626,218
Brokered - money market		125,601		125,272
Demand		394,313		384,847
Savings		226,108		279,911
Time		1,216,037		1,145,859
Brokered - time		154,996		49,389
	$	7,574,622	$	7,063,811

9. Short-term Borrowings

Short-term borrowings are summarized as follows (in thousands).


	June 30,		December 31,
	2017		2016
Federal funds purchased	$	97,475	$	87,125
Securities sold under agreements to repurchase		416,594		195,164
Federal Home Loan Bank		800,000		1,000,000
Short-term bank loans		201,000		135,000
	$	1,515,069	$	1,417,289

Federal funds purchased and securities sold under agreements to repurchase generally mature daily, on demand, or on some other short-term basis. The Bank and the Hilltop Broker-Dealers execute transactions to sell securities under

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(Unaudited)

agreements to repurchase with both customers and other broker-dealers. Securities involved in these transactions are held by the Bank, the Hilltop Broker-Dealers or a third-party dealer.

Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands).


	Six Months Ended June 30,
	2017			2016
Average balance during the period	$	500,830		$	363,665
Average interest rate during the period		0.86	%		0.53	%

	June 30,			December 31,
	2017			2016
Average interest rate at end of period		0.83	%		0.42	%
Securities underlying the agreements at end of period:
Carrying value	$	420,387		$	209,877
Estimated fair value	$	431,891		$	206,641

Federal Home Loan Bank (“FHLB”) short-term borrowings mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. Other information regarding FHLB short-term borrowings is shown in the following tables (dollars in thousands).


	Six Months Ended June 30,
	2017			2016
Average balance during the period	$	355,249		$	231,456
Average interest rate during the period		0.92	%		0.46	%

		June 30,			December 31,
		2017			2016
Average interest rate at end of period		1.20	%		0.55	%

The Hilltop Broker-Dealers use short-term bank loans periodically to finance securities owned, margin loans to customers and correspondents, and underwriting activities. Interest on the borrowings varies with the federal funds rate. The weighted average interest rate on the borrowings at June 30, 2017 and December 31, 2016 was 2.07% and 1.59%, respectively.

10. Notes Payable

Notes payable consisted of the following (in thousands).


	June 30,		December 31,
	2017		2016
Senior Notes due April 2025, net of discount of $1,618 and $1,689, respectively	$	148,382	$	148,311
FHLB notes, net of premium of $506 and $627, respectively, with maturities ranging from October 2017 to June 2030		99,802		102,596
Insurance company note payable due March 2035, paid off in June 2017		—		20,000
NLIC note payable due May 2033		10,000		10,000
NLIC note payable due September 2033		10,000		10,000
ASIC note payable due April 2034		7,500		7,500
Insurance company line of credit due December 31, 2017		3,000		3,000
Ventures line of credit due January 2018		18,073		16,505
Mutual line of credit due October 2017		3,526		—
	$	300,283	$	317,912

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11. Income Taxes

The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company’s effective tax rate was 29.1% and 36.8% during the three months ended June 30, 2017 and 2016, respectively, and 31.4% and 35.4% during the six months ended June 30, 2017 and 2016, respectively. The effective tax rates during the three and six months ended June 30, 2017 were lower than the statutory rate primarily due to a nontaxable increase to other noninterest income recorded as a part of the resolution of the SWS matter as discussed in Note 12 to the consolidated financial statements, as the SWS Merger was a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The effective tax rates during the three and six months ended June 30, 2016 were slightly lower than the statutory rate primarily due to the recognition of excess tax benefits on share-based payment awards.

12. Commitments and Contingencies

Legal Matters

The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Company’s exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not take into account the availability of insurance coverage, other than that provided by reinsurers in the insurance segment.

Assessments of litigation and claims exposures are difficult due to many factors that involve inherent unpredictability. Those factors include the following: the varying stages of the proceedings, particularly in the early stages; unspecified, unsupported, or uncertain damages; damages other than compensatory, such as punitive damages; a matter presenting meaningful legal uncertainties, including novel issues of law; multiple defendants and jurisdictions; whether discovery has begun or is complete; whether meaningful settlement discussions have commenced; and whether the claim involves a class action and if so, how the class is defined. As a result of some of these factors, the Company may be unable to estimate reasonably possible losses with respect to some or all of the pending and threatened litigation and claims asserted against the Company.

Following completion of Hilltop’s acquisition of SWS, several purported holders of shares of SWS common stock (the “Petitioners”) filed petitions in the Court of Chancery of the State of Delaware (the “Court”) seeking appraisal for their shares pursuant to Section 262 of the Delaware General Corporation Law. These petitions were consolidated as In re SWS Group, Inc., C.A. No. 10554-VCG. On May 30, 2017, the Court issued its Memorandum Opinion in the matter. The Court found the “fair value” of the shares of SWS common stock as of the date of the transaction was $6.38 per share. Accordingly, Hilltop paid cash of $6.38 per share, plus statutory interest from the effective date of the merger until the date of payment, to the Petitioners and the other stockholders of SWS who properly demanded appraisal rights under Delaware law, collectively representing 7,438,453 shares. Each outstanding share of SWS common stock, other than shares held by Hilltop, in treasury by SWS or by stockholders who properly demanded appraisal rights under Delaware law, was converted into the right to receive 0.2496 shares of Hilltop common stock and $1.94 in cash, the aggregate value of which was $6.92 per share of SWS common stock as of the effective date of the merger. The resolution of this matter resulted in 1,856,638 shares of HTH common stock, which had been held in escrow during the pendency of the proceeding, being returned to the Company’s pool of authorized but unissued shares of common stock and a pre-tax net increase to other noninterest income of $11.6 million during the second quarter of 2017. This change in common stock is reflected in repurchases of common stock within the consolidated statements of stockholders’ equity. On July 20, 2017, certain Petitioners filed a notice to appeal the Court’s Memorandum Opinion. The Company intends to vigorously defend this matter.

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(Unaudited)

The Company is involved in information-gathering requests and investigations (both formal and informal), as well as reviews, examinations and proceedings (collectively, “Inquiries”) by various governmental regulatory agencies, law enforcement authorities and self-regulatory bodies regarding certain of its businesses, business practices and policies, as well as the conduct of persons with whom it does business. Additional Inquiries will arise from time to time. In connection with those Inquiries, the Company receives document requests, subpoenas and other requests for information. The Inquiries, including the Inquiry described below, could develop into administrative, civil or criminal proceedings or enforcement actions that could result in consequences that have a material effect on the Company's consolidated financial position, results of operations or cash flows as a whole. Such consequences could include adverse judgments, findings, settlements, penalties, fines, orders, injunctions, restitution, or alterations in the Company’s business practices, and could result in additional expenses and collateral costs, including reputational damage.

As a part of an industry-wide Inquiry, PrimeLending received a subpoena from the Office of Inspector General of the U.S. Department of Housing and Urban Development regarding mortgage-related practices, including those relating to origination practices for loans insured by the Federal Housing Administration (the “FHA”). On August 20, 2014, PrimeLending received a Civil Investigative Demand from the United States Department of Justice (the “DOJ”) related to this Inquiry. According to the Civil Investigative Demand, the DOJ is conducting an investigation to determine whether PrimeLending has violated the False Claims Act in connection with originating and underwriting single-family residential mortgage loans insured by the FHA. The DOJ has advised PrimeLending that, based upon its review of a sample of loans for which an FHA insurance claim was paid by the U.S. Department of Housing and Urban Development (“HUD”), some of the loans do not meet FHA underwriting guidelines. PrimeLending, based upon its own review of the loan sample, does not agree with the sampling methodology and loan analysis employed by the DOJ. Remedies in these proceedings or settlements may include statutory damages, indemnification, fines and/or penalties. Many institutions have settled these matters on terms that included large monetary penalties. PrimeLending has fully cooperated with this Inquiry, continues to discuss this matter with the DOJ and adjusts its indemnification reserve based upon such discussions.

While the final outcome of litigation and claims exposures or of any Inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and Inquiries will not, except related to specific matters disclosed above, have a material effect on the Company’s business, consolidated financial position, results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any matter, including the matters discussed above, could be material to the Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence.

Indemnification Liability Reserve

The mortgage origination segment may be responsible to agencies, investors, or other parties for errors or omissions relating to its representations and warranties that each loan sold meets certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the affected loan from or indemnifies the claimant against loss. The mortgage origination segment has established an indemnification liability reserve for such probable losses.

Generally, the mortgage origination segment first becomes aware that an agency, investor, or other party believes a loss has been incurred on a sold loan when it receives a written request from the claimant to repurchase the loan or reimburse the claimant’s losses. Upon completing its review of the claimant’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the claimant is both probable and reasonably estimable.

An additional reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific claimant requests, actual claim settlements and the severity of estimated losses resulting from future

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(Unaudited)

claims, and the mortgage origination segment’s history of successfully curing defects identified in claim requests. While the mortgage origination segment’s sales contracts typically include borrower early payment default repurchase provisions, these provisions have not been a primary driver of claims to date, and therefore, are not a primary factor considered in the calculation of this reserve.

At June 30, 2017 and December 31, 2016, the mortgage origination segment’s indemnification liability reserve totaled $22.4 million and $18.2 million, respectively. The provision for indemnification losses was $1.1 million and $1.2 million during the three months ended June 30, 2017 and 2016, respectively, and $2.0 million and $2.1 million during the six months ended June 30, 2017 and 2016, respectively.

The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands).


	Representation and Warranty Specific Claims
	Activity - Origination Loan Balance
	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	39,245	$	54,202	$	40,669	$	57,298
Claims made		8,650		5,006		17,029		9,554
Claims resolved with no payment		(9,991)		(4,502)		(18,088)		(10,617)
Repurchases		(226)		(714)		(1,688)		(1,871)
Indemnification payments		(5,124)		(116)		(5,368)		(488)
Balance, end of period	$	32,554	$	53,876	$	32,554	$	53,876

	Indemnification Liability Reserve Activity
	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	18,952	$	17,147	$	18,239	$	16,640
Additions for new sales		1,145		1,245		1,992		2,123
Repurchases		(23)		(70)		(125)		(182)
Early payment defaults		(60)		(43)		(129)		(133)
Indemnification payments		(671)		(63)		(713)		(232)
Change in reserves for loans sold in prior years		3,024		—		3,103		—
Balance, end of period	$	22,367	$	18,216	$	22,367	$	18,216

	June 30,		December 31,
	2017		2016
Reserve for Indemnification Liability:
Specific claims	$	1,039	$	1,661
Incurred but not reported claims		21,328		16,578
Total	$	22,367	$	18,239

Although management considers the total indemnification liability reserve to be appropriate, there may be changes in the reserve over time to address incurred losses, due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters is considered in the reserving process when probable and estimable.

Other Contingencies

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(Unaudited)

(i) 80% of net losses on the first $240.4 million of net losses incurred; (ii) 0% of net losses in excess of $240.4 million up to and including $365.7 million of net losses incurred; and (iii) 80% of net losses in excess of $365.7 million of net losses incurred. Net losses are defined as book value losses plus certain defined expenses incurred in the resolution of assets, less subsequent recoveries. Under the loss-share agreement for commercial assets, the amount of subsequent recoveries that are reimbursable to the FDIC for a particular asset is limited to book value losses and expenses actually billed plus any book value charge-offs incurred prior to the Bank Closing Date. There is no limit on the amount of subsequent recoveries reimbursable to the FDIC under the loss-share agreement for single family residential assets. The loss-share agreements for commercial and single family residential assets are in effect for five years and ten years, respectively, from the Bank Closing Date and the loss recovery provisions to the FDIC are in effect for eight years and ten years, respectively, from the Bank Closing Date. As part of the loss-share agreements, the Bank is subject to annual FDIC compliance audits. As discussed in Note 6 to the consolidated financial statements, and in accordance with the loss-share agreements, the Bank may be required to make a “true-up” payment to the FDIC approximately ten years following the Bank Closing Date if its actual net realized losses over the life of the loss-share agreements are less than the FDIC’s initial estimate of losses on covered assets. The “true-up” payment is calculated using a defined formula set forth in the P&A Agreement. While the ultimate amount of any “true-up” payment is unknown at this time and will vary based upon the amount of future losses or recoveries within our covered loan portfolio, the Bank has recorded a related “true-up” payment accrual of $15.9 million at June 30, 2017 based on the current estimate of aggregate realized losses on covered assets over the life of the loss-share agreements. The initial estimate of the FDIC Indemnification Asset at the Bank Closing Date was recorded at the present value of 80% of $240.4 million. As of June 30, 2017, the Bank projects that the sum of actual plus projected covered losses and reimbursable expenses subject to the loss-share agreements will be less than $240.4 million. As of June 30, 2017, the Bank had billed $179.6 million of covered net losses to the FDIC, of which 80%, or $143.7 million, were reimbursable under the loss-share agreements. As of June 30, 2017, the Bank had received aggregate reimbursements of $143.7 million from the FDIC, which represented reimbursable covered losses and expenses through March 31, 2017.

13. Financial Instruments with Off-Balance Sheet Risk

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

In the aggregate, the Bank had outstanding unused commitments to extend credit of $2.0 billion at June 30, 2017 and outstanding financial and performance standby letters of credit of $33.9 million at June 30, 2017.

The Bank uses the same credit policies in making commitments and standby letters of credit as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary, in these transactions is based on management’s credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment.

In the normal course of business, the Hilltop Broker-Dealers execute, settle, and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by

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customers or for the accounts of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

14. Stock-Based Compensation

Pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “2012 Plan”), the Company may grant nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalent rights and other awards to employees of the Company, its subsidiaries and outside directors of the Company. In the aggregate, 4,000,000 shares of common stock may be delivered pursuant to awards granted under the 2012 Plan. At June 30, 2017, 1,578,148 shares of common stock remained available for issuance pursuant to the 2012 Plan, including shares that may be delivered pursuant to outstanding awards. Compensation expense related to the 2012 Plan was $3.2 million and $2.7 million during the three months ended June 30, 2017 and 2016, respectively, and $5.9 million and $5.0 million during the six months ended June 30, 2017 and 2016, respectively.

During the six months ended June 30, 2017 and 2016, Hilltop granted 7,513 and 11,343 shares of common stock, respectively, pursuant to the 2012 Plan to certain non-employee members of the Company’s Board of Directors for services rendered to the Company.

Restricted Stock Awards and RSUs

The following table summarizes information about nonvested Restricted Stock Award and RSU activity for the six months ended June 30, 2017 (shares in thousands).


		Restricted Stock Awards			RSUs
			Weighted			Weighted
			Average			Average
			Grant Date			Grant Date
		Outstanding	Fair Value		Outstanding	Fair Value
Balance, December 31, 2016		4	$	19.95	1,456	$	19.83
	Granted	-	$	-	429	$	27.11
	Vested/Released	-	$	-	(315)	$	23.63
	Forfeited	-	$	-	(50)	$	23.56
Balance, June 30, 2017		4	$	19.95	1,520	$	20.97

Vested/Released Restricted Stock Awards and RSUs include an aggregate of 76,986 shares withheld to satisfy employee statutory tax obligations during the six months ended June 30, 2017. Pursuant to certain RSU award agreements, an aggregate of 1,000 vested RSUs at June 30, 2017 require deferral of the settlement in shares and statutory tax obligations to a future date.

At June 30, 2017, unrecognized compensation expense related to outstanding Restricted Stock Awards of $9 thousand is expected to be recognized over a weighted average period of 0.14 years.

During the six months ended June 30, 2017, the Compensation Committee of the Board of Directors of the Company awarded certain executives and key employees an aggregate of 411,922 RSUs pursuant to the 2012 Plan. At June 30, 2017, 321,326 of these outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 89,439 of these outstanding RSUs will cliff vest based upon the achievement of certain performance goals over a three-year period.

At June 30, 2017, in the aggregate, 1,215,974 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 303,800 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At June 30, 2017, unrecognized compensation expense related to outstanding RSUs of $19.3 million is expected to be recognized over a weighted average period of 1.65 years.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

15. Regulatory Matters

Banking and Hilltop

PlainsCapital and Hilltop are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require PlainsCapital and Hilltop to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company performs reviews of the classification and calculation of risk-weighted assets to ensure accuracy and compliance with the Basel III regulatory capital requirements. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of common equity Tier 1, Tier 1 and total capital (as defined) to risk-weighted assets (as defined).

In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III also implemented a capital conservation buffer, which requires a banking organization to hold a buffer above its minimum risk-based capital requirements. This buffer will help to ensure that banking organizations conserve capital when it is most needed, allowing them to better weather periods of economic stress. The buffer is measured relative to risk-weighted assets. The phase-in of the capital conservation buffer requirements began on January 1, 2016 for Hilltop and the Bank. Based on the actual ratios as shown in the table below, Hilltop and the Bank exceed each of the capital conservation buffer requirements in effect as of June 30, 2017, as well as the fully phased-in requirements through 2019.

The following table shows PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer in effect at the end of the period and on a fully phased-in basis as if such requirements were currently in effect as measured at June 30, 2017 and December 31, 2016, respectively (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements.


					Minimum Capital Requirements
					Including Conservation Buffer
					In Effect at		Fully		To Be Well
	Actual				End of Period		Phased In		Capitalized
	Amount		Ratio		Ratio		Ratio		Ratio
June 30, 2017
Tier 1 capital (to average assets):
PlainsCapital	$	1,118,299	12.11	%	4.0	%	4.0	%	5.0	%
Hilltop		1,666,286	13.07	%	4.0	%	4.0	%	N/A
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,118,299	13.95	%	5.75	%	7.0	%	6.5	%
Hilltop		1,616,937	17.53	%	5.75	%	7.0	%	N/A
Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,118,299	13.95	%	7.25	%	8.5	%	8.0	%
Hilltop		1,666,286	18.07	%	7.25	%	8.5	%	N/A
Total capital (to risk-weighted assets):
PlainsCapital		1,180,356	14.72	%	9.25	%	10.5	%	10.0	%
Hilltop		1,713,164	18.57	%	9.25	%	10.5	%	N/A

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

					Minimum Capital Requirements
					Including Conservation Buffer
					In Effect at		Fully		To Be Well
	Actual				End of Period		Phased In		Capitalized
	Amount		Ratio		Ratio		Ratio		Ratio
December 31, 2016
Tier 1 capital (to average assets):
PlainsCapital	$	1,108,484	12.35	%	4.0	%	4.0	%	5.0	%
Hilltop		1,652,101	13.51	%	4.0	%	4.0	%	N/A
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,108,484	14.64	%	5.125	%	7.0	%	6.5	%
Hilltop		1,602,400	18.30	%	5.125	%	7.0	%	N/A
Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,108,484	14.64	%	6.625	%	8.5	%	8.0	%
Hilltop		1,652,101	18.87	%	6.625	%	8.5	%	N/A
Total capital (to risk-weighted assets):
PlainsCapital		1,164,767	15.38	%	8.625	%	10.5	%	10.0	%
Hilltop		1,693,240	19.34	%	8.625	%	10.5	%	N/A

Broker-Dealer

Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hilltop Securities has elected to determine its net capital requirements using the alternative method. Accordingly, Hilltop Securities is required to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $250,000 and $1,000,000, respectively, or 2% of aggregate debit balances, as defined in Rule 15c3-3 promulgated under the Exchange Act. Additionally, the net capital rule of the NYSE provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of the aggregate debit items. HTS Independent Network follows the primary (aggregate indebtedness) method, as defined in Rule 15c3-1 promulgated under the Exchange Act, which requires the maintenance of the larger of minimum net capital of $250,000 or 1/15 of aggregate indebtedness.

At June 30, 2017, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands).


				HTS
	Hilltop			Independent
	Securities			Network
Net capital	$	168,071		$	3,302
Less: required net capital		10,287			250
Excess net capital	$	157,784		$	3,052

Net capital as a percentage of aggregate debit items		32.7	%
Net capital in excess of 5% aggregate debit items	$	142,354

Under certain conditions, Hilltop Securities may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Exchange Act. Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes. At June 30, 2017 and December 31, 2016, Hilltop Securities held cash of $167.6 million and $181.0 million, respectively, segregated in special reserve bank accounts for the benefit of customers. Hilltop Securities was not required to segregate cash and securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at June 30, 2017 and December 31, 2016. The fair values of any segregated assets included in special reserve accounts were determined using Level 1 inputs.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Mortgage Origination

As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum net worth and liquidity requirements established by the HUD and the GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA, as applicable, documenting their respective compliance with its minimum net worth and liquidity requirements. As of June 30, 2017, PrimeLending and its subsidiaries’ net worth and liquidity exceeded the amounts required by both HUD and GNMA, as applicable.

Insurance

The statutory financial statements of the Company's insurance subsidiaries, which are domiciled in the State of Texas, are presented on the basis of accounting practices prescribed or permitted by the Texas Department of Insurance. Texas has adopted the statutory accounting practices of the National Association of Insurance Commissioners (“NAIC”) as the basis of its statutory accounting practices with certain differences that are not significant to the insurance company subsidiaries’ statutory equity.

A summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary is as follows (in thousands).


	June 30,		December 31,
	2017		2016
Capital and surplus:
National Lloyds Insurance Company	$	91,179	$	131,328
American Summit Insurance Company		23,139		30,462


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Statutory net income (loss):
National Lloyds Insurance Company	$	(7,152)	$	(7,196)	$	(6,516)	$	(3,639)
American Summit Insurance Company		(309)		234		523		1,086

Regulations of the Texas Department of Insurance require insurance companies to maintain minimum levels of statutory surplus to ensure their ability to meet their obligations to policyholders. At June 30, 2017, the Company's insurance subsidiaries had statutory surplus in excess of the minimum required.

The NAIC has adopted a risk based capital (“RBC”) formula for insurance companies that establishes minimum capital requirements indicating various levels of available regulatory action on an annual basis relating to insurance risk, asset credit risk, interest rate risk and business risk. The RBC formula is used by the NAIC and certain state insurance regulators as an early warning tool to identify companies that require additional scrutiny or regulatory action. At June 30, 2017, the Company's insurance subsidiaries' RBC ratio exceeded the level at which regulatory action would be required.

16. Stockholders’ Equity

Dividend Declaration

On July 27, 2017, the Company announced that its board of directors declared a quarterly cash dividend of $0.06 per common share, payable on August 31, 2017, to all common stockholders of record as of the close of business on August 15, 2017.

Stock Repurchase Program

The Company’s board of directors reauthorized the stock repurchase program originally approved during the second quarter of 2016 through January 2018, under which the Company may repurchase, in the aggregate, up to $50.0 million

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

of its outstanding common stock. Under the stock repurchase program, the Company may repurchase shares in open-market purchases or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Exchange Act. The extent to which the Company repurchases its shares and the timing of such repurchases depends upon market conditions and other corporate considerations, as determined by Hilltop’s management team. During the six months ended June 30, 2017, the Company paid $16.0 million to repurchase an aggregate of 605,431 shares of common stock at an average price of $26.42 per share. These shares were returned to the Company’s pool of authorized but unissued shares of common stock. The purchases were funded from available cash balances. The Company’s accounting treatment and policy regarding stock repurchases is discussed in detail in Note 1 to the consolidated financial statements included in the Company’s 2016 Form 10-K.

17. Derivative Financial Instruments

The Company uses various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively managing the re-pricing characteristics of certain assets and liabilities to mitigate potential adverse impacts from changes in interest rates on the net interest margin. PrimeLending has interest rate risk relative to interest rate lock commitments (“IRLCs”) and its inventory of mortgage loans held for sale. PrimeLending is exposed to such interest rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold. To mitigate interest rate risk, PrimeLending executes forward commitments to sell mortgage-backed securities (“MBSs”). Additionally, PrimeLending has interest rate risk relative to its MSR asset and uses derivative instruments, including interest rate swaps, swaptions, and U.S. Treasury bond futures and options to hedge this risk. The Hilltop Broker-Dealers use forward commitments to both purchase and sell MBSs to facilitate customer transactions and as a means to hedge related exposure to interest rate risk in certain inventory positions.

Non-Hedging Derivative Instruments and the Fair Value Option

As discussed in Note 3 to the consolidated financial statements, the Company has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying complex hedge accounting provisions. The fair values of PrimeLending’s IRLCs, forward commitments, interest rate swaps and swaptions, and U.S. Treasury bond futures and options are recorded in other assets or other liabilities, as appropriate, and changes in the fair values of these derivative instruments are recorded as a component of net gains from sale of loans and other mortgage production income. The fair value of PrimeLending’s derivative instruments increased $8.8 million during the three months ended June 30, 2017, compared with a decrease of $0.7 million during the three months ended June 30, 2016, while the fair values of PrimeLending’s derivatives increased $9.5 million and $11.8 million during the six months ended June 30, 2017 and 2016, respectively. Changes in fair value are attributable to changes in the volume of IRLCs, mortgage loans held for sale, commitments to purchase and sell MBSs and MSR assets, and changes in market interest rates. Changes in market interest rates also conversely affect the value of PrimeLending’s mortgage loans held for sale and its MSR asset, which are measured at fair value under the Fair Value Option. The effect of the change in market interest rates on PrimeLending’s loans held for sale and MSR asset is discussed in Note 3 to the consolidated financial statements. The fair values of the Hilltop Broker-Dealers’ and the Bank’s derivative instruments are recorded in other assets or other liabilities, as appropriate. The fair values of the Hilltop Broker-Dealers’ derivatives increased $9.9 million and $2.6 million during the three months ended June 30, 2017 and 2016, respectively, while the fair values of the Bank’s derivatives increased $15 thousand during the three months ended June 30, 2017, compared with a decrease of $0.1 million during the three months ended June 30, 2016. The fair values of the Hilltop Broker-Dealers’ derivatives increased $16.2 million and $9.5 million during the six months ended June 30, 2017 and 2016, respectively, while the fair values of the Bank’s derivatives increased $0.1 million during the six months ended June 30, 2017, compared with a decrease of $0.6 million during the six months ended June 30, 2016. The changes in fair value were recorded as a component of other noninterest income.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Derivative positions are presented in the following table (in thousands).


	June 30, 2017				December 31, 2016
	Notional		Estimated		Notional		Estimated
	Amount		Fair Value		Amount		Fair Value
Derivative instruments:
IRLCs	$	1,506,302	$	33,945	$	944,550	$	23,269
Customer-based written options		7,355		45		—		—
Customer-based purchased options		7,355		(45)		—		—
Commitments to purchase MBSs		3,907,444		5,400		3,616,922		(1,155)
Commitments to sell MBSs		6,580,127		12,881		5,609,250		(532)
Interest rate swaps and swaptions		32,032		(144)		32,452		(283)
U.S. Treasury bond futures and options (1)		187,000		—		297,000		—

(1) Changes in the fair value of these contracts are settled daily with PrimeLending’s counterparty.

PrimeLending had cash collateral advances totaling $3.7 million to offset net liability derivative positions on its commitments to sell MBSs at June 30, 2017, compared to a payable of $19.1 million on its net liability derivative position on its commitments to sell MBSs at December 31, 2016. In addition, PrimeLending advanced cash collateral totaling $3.2 million on its U.S. Treasury bond futures and options at both June 30, 2017 and December 31, 2016. These amounts are included in other assets within the consolidated balance sheets.

18. Balance Sheet Offsetting

Certain financial instruments, including resale and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands).


							Gross Amounts Not Offset in
					Net Amounts		the Balance Sheet
	Gross Amounts		Gross Amounts		of Assets				Cash
	of Recognized		Offset in the		Presented in the		Financial		Collateral		Net
	Assets		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount
June 30, 2017
Securities borrowed:
Institutional counterparties	$	1,459,990	$	—	$	1,459,990	$	(1,409,709)	$	—	$	50,281

Interest rate options:
Customer counterparties		45		—		45		—		—		45

Reverse repurchase agreements:
Institutional counterparties		125,188		—		125,188		(124,426)		—		762

Forward MBS derivatives:
Institutional counterparties		19,232		(280)		18,952		(11,638)		—		7,314
	$	1,604,455	$	(280)	$	1,604,175	$	(1,545,773)	$	—	$	58,402
December 31, 2016
Securities borrowed:
Institutional counterparties	$	1,436,069	$	—	$	1,436,069	$	(1,385,664)	$	—	$	50,405

Reverse repurchase agreements:
Institutional counterparties		89,430		—		89,430		(89,369)		—		61

Forward MBS derivatives:
Institutional counterparties		21,366		(3,893)		17,473		(9,012)		—		8,461
	$	1,546,865	$	(3,893)	$	1,542,972	$	(1,484,045)	$	—	$	58,927

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Notes to Consolidated Financial Statements (continued)

(Unaudited)


							Gross Amounts Not Offset in
					Net Amounts		the Balance Sheet
	Gross Amounts		Gross Amounts		of Liabilities				Cash
	of Recognized		Offset in the		Presented in the		Financial		Collateral		Net
	Liabilities		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount
June 30, 2017
Securities loaned:
Institutional counterparties	$	1,312,985	$	—	$	1,312,985	$	(1,265,212)	$	—	$	47,773

Interest rate options:
Institutional counterparties		45		—		45		—		—		45

Interest rate swaps and swaptions:
Institutional counterparties		162		(18)		144		(1,186)		—		(1,042)

Repurchase agreements:
Institutional counterparties		266,700		—		266,700		(266,700)		—		—
Customer counterparties		149,894		—		149,894		(149,894)		—		—

Forward MBS derivatives:
Institutional counterparties		671		—		671		(671)		—		—
	$	1,730,457	$	(18)	$	1,730,439	$	(1,683,663)	$	—	$	46,776
December 31, 2016
Securities loaned:
Institutional counterparties	$	1,283,676	$	—	$	1,283,676	$	(1,237,868)	$	—	$	45,808

Interest rate swaps and swaptions:
Institutional counterparties		297		(14)		283		(3,000)		—		(2,717)

Repurchase agreements:
Institutional counterparties		39,970		—		39,970		(39,970)		—		—
Customer counterparties		155,194		—		155,194		(155,194)		—		—

Forward MBS derivatives:
Institutional counterparties		19,159		—		19,159		(19,159)		—		—
	$	1,498,296	$	(14)	$	1,498,282	$	(1,455,191)	$	—	$	43,091

Secured Borrowing Arrangements

Secured Borrowings (Repurchase Agreements) — The Company participates in transactions involving securities sold under repurchase agreements, which are secured borrowings and generally mature within one to thirty days from the transaction date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities, which is monitored on a daily basis.

Securities Lending Activities — The Company’s securities lending activities include lending securities for other broker-dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker-dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities.

When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both June 30, 2017 and December 31, 2016.


	Remaining Contractual Maturities
	Overnight and						Greater Than
June 30, 2017	Continuous		Up to 30 Days		30-90 Days		90 Days		Total
Repurchase agreement transactions:
U.S. Treasury and agency securities	$	199,803	$	—	$	—	$	—	$	199,803
Asset-backed securities		—		216,791		—		—		216,791

Securities lending transactions:
Corporate securities		8,586		—		—		—		8,586
Equity securities		1,304,399		—		—		—		1,304,399
Total	$	1,512,788	$	216,791	$	—	$	—	$	1,729,579

Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,729,579
Amount related to agreements not included in offsetting disclosure above									$	—

	Remaining Contractual Maturities
	Overnight and						Greater Than
December 31, 2016	Continuous		Up to 30 Days		30-90 Days		90 Days		Total
Repurchase agreement transactions:
U.S. Treasury and agency securities	$	195,164	$	—	$	—	$	—	$	195,164

Securities lending transactions:
Corporate securities		14,816		—		—		—		14,816
Equity securities		1,268,860		—		—		—		1,268,860
Total	$	1,478,840	$	—	$	—	$	—	$	1,478,840

Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,478,840
Amount related to agreements not included in offsetting disclosure above									$	—

19. Broker-Dealer and Clearing Organization Receivables and Payables

Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands).


	June 30,		December 31,
	2017		2016
Receivables:
Securities borrowed	$	1,459,990	$	1,436,069
Securities failed to deliver		45,933		33,834
Trades in process of settlement		32,379		10,223
Other		14,223		17,615
	$	1,552,525	$	1,497,741
Payables:
Securities loaned	$	1,312,985	$	1,283,676
Correspondents		28,082		31,040
Securities failed to receive		50,920		31,724
Other		3,327		688
	$	1,395,314	$	1,347,128

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(Unaudited)

20. Reserve for Losses and Loss Adjustment Expenses

A summary of NLC’s reserve for unpaid losses and LAE, as included in other liabilities within the consolidated balance sheets, is as follows (in thousands).


	June 30,		December 31,
	2017		2016
Reserve for unpaid losses and allocated LAE balance, net	$	33,608	$	25,203
Reinsurance recoverables on unpaid losses		3,249		9,434
Unallocated LAE		1,309		1,189
Reserve for unpaid losses and LAE balance, gross	$	38,166	$	35,826

A summary of claims loss reserve development activity is presented in the following table (dollars in thousands).


					June 30, 2017
					Total of
					IBNR Reserves
					Plus Expected		Cumulative
Accident	Six Months Ended June 30, 2017				Development on		Number of
Year	Paid		Incurred		Reported Claims		Reported Claims
2012	$	112,723	$	114,554	$	33		16,675
2013		110,318		111,074		53		15,736
2014		82,620		84,175		237		13,172
2015		84,162		88,082		1,842		14,968
2016		79,433		86,448		4,718		21,405
2017		31,551		49,997		7,283		10,546
Total		500,807	$	534,330
		85	All outstanding reserves prior to 2012, net of reinsurance
	$	33,608	Reserve for unpaid losses and allocated LAE, net of reinsurance

21. Reinsurance Activity

NLC limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risk. Substantial amounts of business are ceded, and these reinsurance contracts do not relieve NLC from its obligations to policyholders. Such reinsurance includes quota share, excess of loss, catastrophe, and other forms of reinsurance on essentially all property and casualty lines of insurance. Net insurance premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Failure of reinsurers to honor their obligations could result in losses to NLC; consequently, allowances are established for amounts deemed uncollectible as NLC evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At June 30, 2017, reinsurance receivables had a carrying value of $3.5 million, which is included in other assets within the consolidated balance sheet. There was no allowance for uncollectible accounts at June 30, 2017, based on NLC’s quality requirements.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

The effects of reinsurance on premiums written and earned are summarized as follows (in thousands).


	Three Months Ended June 30,								Six Months Ended June 30,
	2017				2016				2017				2016
	Written		Earned		Written		Earned		Written		Earned		Written		Earned
Premiums from direct business	$	37,792	$	36,753	$	42,675	$	40,177	$	73,588	$	73,952	$	81,754	$	81,063
Reinsurance assumed		3,358		2,910		3,146		2,714		6,227		5,728		5,825		5,382
Reinsurance ceded		(2,974)		(3,643)		(4,246)		(4,170)		(6,187)		(7,520)		(7,745)		(7,991)
Net premiums	$	38,176	$	36,020	$	41,575	$	38,721	$	73,628	$	72,160	$	79,834	$	78,454

The effects of reinsurance on incurred losses are as follows (in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Loss and LAE incurred	$	33,352	$	55,461	$	55,654	$	78,950
Reinsurance recoverables		(168)		(18,250)		(770)		(19,780)
Net loss and LAE incurred	$	33,184	$	37,211	$	54,884	$	59,170

Catastrophic coverage

At June 30, 2017, NLC had catastrophic excess of loss reinsurance coverage of losses per event in excess of $8 million retention by NLIC and $1.5 million retention by ASIC. ASIC maintained an underlying layer of coverage, providing $6.5 million in excess of its $1.5 million retention to bridge to the primary program. The reinsurance in excess of $8 million is comprised of four layers of protection: $17 million in excess of $8 million retention and/or loss; $25 million in excess of $25 million loss; $25 million in excess of $50 million loss and $50 million in excess of $75 million loss. NLIC and ASIC retain no participation in any of the layers, beyond the first $8 million and $1.5 million, respectively. At June 30, 2017, total retention for any one catastrophe that affects both NLIC and ASIC was limited to $8 million in the aggregate.

Effective January 1, 2017, NLC renewed its underlying excess of loss contract that provides $10 million aggregate coverage in excess of NLC’s per event retention and aggregate retention for sub-catastrophic events. NLC retains no participation beyond the first $1 million, which is consistent with 2016.

22. Segment and Related Information

The Company currently has four reportable business segments that are organized primarily by the core products offered to the segments’ respective customers. These segments reflect the manner in which operations are managed and the criteria used by the Company’s chief operating decision maker function to evaluate segment performance, develop strategy and allocate resources. The chief operating decision maker function consists of the Company’s President and Co-Chief Executive Officer and the Company’s Vice Chairman and Co-Chief Executive Officer.

The banking segment includes the operations of the Bank, the broker-dealer segment includes the operations of Securities Holdings, the mortgage origination segment is composed of PrimeLending, and the insurance segment is composed of NLC.

Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, and management and administrative services to support the overall operations of the Company including, but not limited to, certain executive management, corporate relations, legal, finance and acquisition costs.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Balance sheet amounts not discussed previously and the elimination of intercompany transactions are included in “All Other and Eliminations.” The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands).



					Mortgage						All Other and		Hilltop
Three Months Ended June 30, 2017	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	102,191	$	10,349	$	996	$	602	$	(2,288)	$	4,126	$	115,976
Provision for loan losses		5,405		448		—		—		—		—		5,853
Noninterest income		25,499		92,810		179,637		38,413		12,608		(4,275)		344,692
Noninterest expense		62,511		86,901		161,369		49,416		6,298		(244)		366,251
Income (loss) before income taxes	$	59,774	$	15,810	$	19,264	$	(10,401)	$	4,022	$	95	$	88,564

					Mortgage						All Other and		Hilltop
Six Months Ended June 30, 2017	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	184,274	$	18,837	$	(885)	$	1,119	$	(4,823)	$	9,554	$	208,076
Provision for loan losses		7,241		316		—		—		—		1		7,558
Noninterest income		37,910		175,362		323,275		76,723		12,609		(9,748)		616,131
Noninterest expense		123,325		168,558		293,207		86,429		15,685		(461)		686,743
Income (loss) before income taxes	$	91,618	$	25,325	$	29,183	$	(8,587)	$	(7,899)	$	266	$	129,906


					Mortgage						All Other and		Hilltop
Three Months Ended June 30, 2016	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	92,029	$	7,440	$	(2,299)	$	758	$	(1,846)	$	4,315	$	100,397
Provision for loan losses		28,613		263		—		—		—		—		28,876
Noninterest income		13,346		102,900		192,881		41,392		1		(4,515)		346,005
Noninterest expense		55,132		91,780		162,488		51,717		6,483		(235)		367,365
Income (loss) before income taxes	$	21,630	$	18,297	$	28,094	$	(9,567)	$	(8,328)	$	35	$	50,161


					Mortgage						All Other and		Hilltop
Six Months Ended June 30, 2016	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	178,133	$	14,491	$	(4,865)	$	1,497	$	(3,559)	$	8,540	$	194,237
Provision for loan losses		32,113		170		—		—		—		—		32,283
Noninterest income		26,301		183,782		339,219		83,196		2		(9,120)		623,380
Noninterest expense		119,480		176,041		297,160		88,091		12,332		(550)		692,554
Income (loss) before income taxes	$	52,841	$	22,062	$	37,194	$	(3,398)	$	(15,889)	$	(30)	$	92,780


					Mortgage						All Other and		Hilltop
	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
June 30, 2017
Goodwill	$	207,741	$	7,008	$	13,071	$	23,988	$	—	$	—	$	251,808
Total assets	$	9,828,918	$	3,073,342	$	2,240,743	$	305,099	$	2,049,498	$	(4,209,027)	$	13,288,573

December 31, 2016
Goodwill	$	207,741	$	7,008	$	13,071	$	23,988	$	—	$	—	$	251,808
Total assets	$	9,527,518	$	2,777,849	$	2,042,458	$	347,252	$	2,032,749	$	(3,989,764)	$	12,738,062

23. Earnings per Common Share

Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share pursuant to the two-class method prescribed by the Earnings Per Share Topic of the ASC. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Restricted Stock Awards are the only instruments issued by Hilltop which qualify as participating securities.

Net earnings, less any preferred dividends accumulated for the period (whether or not declared), is allocated between the common stock and participating securities pursuant to the two-class method. Basic earnings per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested restricted shares.

Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares, excluding the participating securities, were issued using the treasury stock method. During the three and six months ended June 30, 2017, RSUs were the only potentially dilutive non-participating instruments issued by Hilltop, while during the three and six months ended June 30, 2016, stock options and RSUs were potentially dilutive non-

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

participating instruments. Next, the Company determines and includes in the diluted earnings per common share calculation the more dilutive effect of the participating securities using the treasury stock method or the two-class method. Undistributed losses are not allocated to the nonvested share-based payment awards (the participating securities) under the two-class method as the holders are not contractually obligated to share in the losses of the Company.

The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Basic earnings per share:
Income attributable to Hilltop	$	62,476	$	31,074	$	88,910	$	58,641
Less: income applicable to participating shares		(2)		(5)		(3)		(9)
Net earnings available to Hilltop common stockholders	$	62,474	$	31,069	$	88,907	$	58,632

Weighted average shares outstanding - basic		98,154		98,457		98,295		98,305

Basic earnings per common share	$	0.64	$	0.32	$	0.90	$	0.60

Diluted earnings per share:
Income attributable to Hilltop	$	62,476	$	31,074	$	88,910	$	58,641

Weighted average shares outstanding - basic		98,154		98,457		98,295		98,305
Effect of potentially dilutive securities		260		129		281		314
Weighted average shares outstanding - diluted		98,414		98,586		98,576		98,619

Diluted earnings per common share	$	0.63	$	0.32	$	0.90	$	0.60

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SCHEDULE I – Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses,

Net of Reinsurance

(dollars in thousands)


	Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance												June 30, 2017
													Total of
													Incurred
													But Not
													Reported
													Reserves Plus		Cumulative
	Six Months Ended June 30, 2017												Development		Number of
Accident	2012		2013		2014		2015		2016		2017		On Reported		Reported
Year	Unaudited		Unaudited		Unaudited		Unaudited		Unaudited		Unaudited		Claims		Claims
2012	$	107,873	$	108,753	$	114,031	$	114,067	$	114,517	$	114,554	$	33	16,675
2013				107,793		108,951		111,006		111,011		111,074		53	15,736
2014						83,784		85,037		84,221		84,175		237	13,172
2015								89,646		88,477		88,082		1,842	14,968
2016										84,771		86,448		4,718	21,405
2017												49,997		7,283	10,546
											$	534,330


	Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
	Six Months Ended June 30, 2017
Accident	2012		2013		2014		2015		2016		2017
Year	Unaudited		Unaudited		Unaudited		Unaudited		Unaudited		Unaudited
2012	$	89,603	$	101,968	$	107,126	$	110,782	$	112,062	$	112,723
2013				94,238		104,938		108,099		109,662		110,318
2014						70,831		79,713		81,684		82,620
2015								71,820		82,940		84,162
2016										71,543		79,433
2017												31,551
										Total	$	500,807
All outstanding reserves prior to 2012, net of reinsurance												85
Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance											$	33,608

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

The following discussion should be read in conjunction with the consolidated historical financial statements and notes appearing elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the financial information set forth in the tables herein.

Unless the context otherwise indicates, all references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, to the “Company,” “we,” “us,” “our” or “ours” or similar words are to Hilltop Holdings Inc. and its direct and indirect wholly owned subsidiaries, references to “Hilltop” refer solely to Hilltop Holdings Inc., references to “PCC” refer to PlainsCapital Corporation (a wholly owned subsidiary of Hilltop), references to “Securities Holdings” refer to Hilltop Securities Holdings LLC (a wholly owned subsidiary of Hilltop), references to “Hilltop Securities” refer to Hilltop Securities Inc. (a wholly owned subsidiary of Securities Holdings that was formerly known as Southwest Securities, Inc.), references to “HTS Independent Network” refer to Hilltop Securities Independent Network Inc. (a wholly owned subsidiary of Securities Holdings that was formerly known as SWS Financial Services, Inc.), references to the “Bank” refer to PlainsCapital Bank (a wholly owned subsidiary of PCC), references to “FNB” refer to First National Bank, references to “SWS” refer to the former SWS Group, Inc., references to “FSC” refer to First Southwest Company, LLC (a former wholly owned subsidiary of First Southwest Holdings, LLC), references to “PrimeLending” refer to PrimeLending, a PlainsCapital Company (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole, references to “NLC” refer to National Lloyds Corporation (a wholly owned subsidiary of Hilltop) and its subsidiaries as a whole, references to “NLIC” refer to National Lloyds Insurance Company (a wholly owned subsidiary of NLC) and references to “ASIC” refer to American Summit Insurance Company (a wholly owned subsidiary of NLC).

FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this Quarterly Report that address results or developments that we expect or anticipate will or may occur in the future, and statements that are preceded by, followed by or include, words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “plan,” “probable,” “projects,” “seeks,” “should,” “target,” “view” or “would” or the negative of these words and phrases or similar words or phrases, including such things as our business strategy, our financial condition, our efforts to make strategic acquisitions, the costs of integration of the operations acquired in the SWS Merger (as defined below), our revenue, our liquidity and sources of funding, market trends, operations and business, capital levels, mortgage servicing rights (“MSR”) assets, stock repurchases, dividend payments, expectations concerning mortgage loan origination volume and interest rate compression, expected losses on covered loans and related reimbursements from the Federal Deposit Insurance Corporation (“FDIC”), anticipated amortization of the value of the receivable under our loss-share agreements with the FDIC (“FDIC Indemnification Asset”), expected levels of refinancing as a percentage of total loan origination volume, projected losses on mortgage loans originated, the effects of government regulation applicable to our operations, the appropriateness of our allowance for loan losses and provision for loan losses, anticipated investment yields, our expectations regarding accretion of discount on loans in future periods, the collectability of loans and the outcome of litigation are forward-looking statements.

These forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If an event occurs, our business, business plan, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Certain factors that could cause actual results to differ include, among others:

the credit risks of lending activities, including our ability to estimate loan losses as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs;

changes in general economic, market and business conditions in areas or markets where we compete, including changes in the price of crude oil;

changes in the interest rate environment;

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risks associated with concentration in real estate related loans;

risks associated with merger and acquisition integration;

severe catastrophic events in Texas and other areas of the southern United States;

effectiveness of our data security controls in the face of cyber attacks;

the effects of our indebtedness on our ability to manage our business successfully, including the restrictions imposed by the indenture governing our indebtedness;

cost and availability of capital;

changes in state and federal laws, regulations or policies affecting one or more of our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);

changes in key management;

competition in our banking, broker-dealer, mortgage origination and insurance segments from other banks and financial institutions as well as investment banking and financial advisory firms, mortgage bankers, asset-based non-bank lenders, government agencies and insurance companies;

legal and regulatory proceedings;

our obligations under loss-share agreements with the FDIC, including the possibility that we may be required to make a “true-up” payment to the FDIC;

failure of our insurance segment reinsurers to pay obligations under reinsurance contracts; and

our ability to use excess capital in an effective manner.

For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2017, this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part II, Item 1A, “Risk Factors” herein and other filings we have made with the SEC. We caution that the foregoing list of factors is not exhaustive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. All subsequent written and oral forward-looking statements concerning our business attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Quarterly Report except to the extent required by federal securities laws.

OVERVIEW

We are a financial holding company registered under the Bank Holding Company Act of 1956. Our primary line of business is to provide business and consumer banking services from offices located throughout Texas through the Bank. We also provide an array of financial products and services through our broker-dealer, mortgage origination and insurance segments. The following includes additional details regarding the financial products and services provided by each of our primary business units.

PCC. PCC is a financial holding company headquartered in Dallas, Texas that provides, through its subsidiaries, traditional banking and wealth, investment management and treasury management services primarily in Texas and residential mortgage loans throughout the United States.

Securities Holdings. Securities Holdings is a holding company headquartered in Dallas, Texas that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, equity trading, clearing, securities lending, structured finance and retail brokerage services throughout the United States.

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NLC. NLC is a property and casualty insurance holding company headquartered in Waco, Texas that provides, through its subsidiaries, fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the southern United States.

During the three and six months ended June 30, 2017, our net income to common stockholders was $62.5 million, or $0.63 per diluted share, and $88.9 million, or $0.90 per diluted share, respectively. We declared total common dividends of $0.06 and $0.12 per share during the three and six months ended June 30, 2017, respectively, which resulted in dividend payout ratios of 9.43% and 13.27%, respectively. Dividend payout ratio is defined as cash dividends declared per common share divided by basic earnings per common share. We also paid an aggregate of $16.0 million to repurchase our common stock during the six months ended June 30, 2017.

We reported $88.6 million and $129.9 million of consolidated income before income taxes during the three and six months ended June 30, 2017, respectively, including the following contributions from our four reportable business segments.

The banking segment contributed $59.8 million and $91.6 million of income before income taxes during the three and six months ended June 30, 2017, respectively;

The broker-dealer segment contributed $15.8 million and $25.3 million of income before income taxes during the three and six months ended June 30, 2017, respectively;

The mortgage origination segment contributed $19.3 million and $29.2 million of income before income taxes during the three and six months ended June 30, 2017, respectively; and

The insurance segment incurred losses before income taxes of $10.4 million and $8.6 million during the three and six months ended June 30, 2017, respectively.

During the three months ended June 30, 2017, our consolidated income before taxes included the recognition within corporate of a pre-tax net increase to other noninterest income of $11.6 million related to the resolution of the appraisal proceedings from the SWS Merger as discussed in detail in Note 12, Commitments and Contingencies.

During the three months ended June 30, 2016, the Bank discovered irregularities with respect to a non-covered loan that is currently in default, including the genuineness of certain underlying documents that supported the loan and the operations of the borrower’s business. As a result of the payment default and other irregularities, the Bank increased its provision for loan losses and recorded a $24.5 million charge-off, representing the entire outstanding principal balance of the loan. The banking segment’s financial results for the three and six months ended June 30, 2016 reflect this charge-off. During the three months ended June 30, 2017, the Bank recorded an insurance receivable and related other noninterest income of $15.0 million from coverage provided by an insurance policy for forgery. The Bank is actively pursuing legal remedies to recover losses arising from this isolated incident, including litigation against the borrower and guarantors. The Bank cannot currently estimate the amount of any future recoveries or additional expenses related to this charged-off loan.

At June 30, 2017, on a consolidated basis, we had total assets of $13.3 billion, total deposits of $7.6 billion, total loans, including loans held for sale, of $8.3 billion and stockholders’ equity of $1.9 billion.

Segment Information

We have three primary business units, PCC (banking and mortgage origination), Securities Holdings (broker-dealer) and NLC (insurance). Under accounting principles generally accepted in the United States (“GAAP”), our business units are comprised of four reportable business segments organized primarily by the core products offered to the segments’ respective customers: banking, broker-dealer, mortgage origination and insurance. Consistent with our historical segment operating results, we anticipate that future revenues will be driven primarily from the banking segment, with the remainder being generated by our broker-dealer, mortgage origination and insurance segments. Operating results for the mortgage origination segment have historically been more volatile than operating results for the banking, broker-dealer and insurance segments.

The banking segment includes the operations of the Bank, which primarily provides business and consumer banking services from offices located throughout Texas and generates revenue from its portfolio of earning assets. The Bank’s

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results of operations are primarily dependent on net interest income, while also deriving revenue from other sources, including service charges on customer deposit accounts and trust fees.

The broker-dealer segment includes the operations of Securities Holdings. The broker-dealer segment generates a majority of its revenues from fees and commissions earned from investment advisory and securities brokerage services. Hilltop Securities is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and FINRA and a member of the New York Stock Exchange (“NYSE”), HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA, and First Southwest Asset Management, LLC, a wholly-owned subsidiary of Hilltop Securities, is a registered investment adviser under the Investment Advisers Act of 1940.

The mortgage origination segment includes the operations of PrimeLending, which offers a variety of loan products and generates revenue predominantly from fees charged on the origination of loans and from selling these loans in the secondary market.

The insurance segment includes the operations of NLC, which operates through its wholly owned subsidiaries, NLIC and ASIC, in Texas and other areas of the southern United States. Insurance segment income is primarily generated from revenue earned on net insurance premiums less loss and loss adjustment expenses (“LAE”) and policy acquisition and other underwriting expenses.

The elimination of intercompany transactions are included in “All Other and Eliminations.” Additional information concerning our reportable segments is presented in Note 22, Segment and Related Information, in the notes to our consolidated financial statements. The following tables present certain information about the operating results of our reportable segments (in thousands).


					Mortgage						All Other and		Hilltop
Three Months Ended June 30, 2017	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	102,191	$	10,349	$	996	$	602	$	(2,288)	$	4,126	$	115,976
Provision for loan losses		5,405		448		—		—		—		—		5,853
Noninterest income		25,499		92,810		179,637		38,413		12,608		(4,275)		344,692
Noninterest expense		62,511		86,901		161,369		49,416		6,298		(244)		366,251
Income (loss) before income taxes	$	59,774	$	15,810	$	19,264	$	(10,401)	$	4,022	$	95	$	88,564


					Mortgage						All Other and		Hilltop
Six Months Ended June 30, 2017	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	184,274	$	18,837	$	(885)	$	1,119	$	(4,823)	$	9,554	$	208,076
Provision for loan losses		7,241		316		—		—		—		1		7,558
Noninterest income		37,910		175,362		323,275		76,723		12,609		(9,748)		616,131
Noninterest expense		123,325		168,558		293,207		86,429		15,685		(461)		686,743
Income (loss) before income taxes	$	91,618	$	25,325	$	29,183	$	(8,587)	$	(7,899)	$	266	$	129,906


					Mortgage						All Other and		Hilltop
Three Months Ended June 30, 2016	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	92,029	$	7,440	$	(2,299)	$	758	$	(1,846)	$	4,315	$	100,397
Provision for loan losses		28,613		263		—		—		—		—		28,876
Noninterest income		13,346		102,900		192,881		41,392		1		(4,515)		346,005
Noninterest expense		55,132		91,780		162,488		51,717		6,483		(235)		367,365
Income (loss) before income taxes	$	21,630	$	18,297	$	28,094	$	(9,567)	$	(8,328)	$	35	$	50,161


					Mortgage						All Other and		Hilltop
Six Months Ended June 30, 2016	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	178,133	$	14,491	$	(4,865)	$	1,497	$	(3,559)	$	8,540	$	194,237
Provision for loan losses		32,113		170		—		—		—		—		32,283
Noninterest income		26,301		183,782		339,219		83,196		2		(9,120)		623,380
Noninterest expense		119,480		176,041		297,160		88,091		12,332		(550)		692,554
Income (loss) before income taxes	$	52,841	$	22,062	$	37,194	$	(3,398)	$	(15,889)	$	(30)	$	92,780

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How We Generate Revenue

We generate revenue from net interest income and from noninterest income. Net interest income represents the difference between the income earned on our assets, including our loans and investment securities, and our cost of funds, including the interest paid on the deposits and borrowings that are used to support our assets. Net interest income is a significant contributor to our operating results. Fluctuations in interest rates, as well as the amounts and types of interest-earning assets and interest-bearing liabilities we hold, affect net interest income. We generated $208.1 million and $194.2 million in net interest income during the six months ended June 30, 2017 and 2016, respectively. Changes in net interest income primarily included increases within our banking, broker-dealer and mortgage origination segments.

The other component of our revenue is noninterest income, which is primarily comprised of the following:

(i)

Income from broker-dealer operations. Through Securities Holdings, we provide investment banking and other related financial services. We generated $124.6 million and $131.9 million in securities commissions and fees and investment and securities advisory fees and commissions, and $46.2 million and $49.7 million in gains from derivative and trading portfolio activities (included within other noninterest income) during the six months ended June 30, 2017 and 2016, respectively.

(ii)

Income from mortgage operations. Through PrimeLending, we generate noninterest income by originating and selling mortgage loans. During the six months ended June 30, 2017 and 2016, we generated $323.4 million and $338.9 million, respectively, in net gains from the sale of loans, other mortgage production income (including income associated with retained mortgage servicing rights), and mortgage loan origination fees.

(iii)

Income from insurance operations. Through NLC, we provide fire and limited homeowners insurance for low value dwellings and manufactured homes. We generated $72.2 million and $78.5 million in net insurance premiums earned during the six months ended June 30, 2017 and 2016, respectively.

In the aggregate, we generated $616.1 million and $623.4 million in noninterest income during the six months ended June 30, 2017 and 2016, respectively. This year-over-year decrease in noninterest income was predominantly attributable to decreases in noninterest income in our mortgage origination, broker-dealer and insurance segments, partially offset by increases in noninterest income in our banking segment due to the previously mentioned increases in other noninterest income related to the insurance receivable of $15.0 million within the banking segment and the $11.6 million within corporate related to the resolution of the appraisal proceedings from the SWS Merger.

We also incur noninterest expenses in the operation of our businesses. Our businesses engage in labor intensive activities and, consequently, employees’ compensation and benefits represent the majority of our noninterest expenses.

Consolidated Operating Results

Net income applicable to common stockholders during the three months ended June 30, 2017 was $62.5 million, or $0.63 per diluted share, compared with net income applicable to common stockholders of $31.1 million, or $0.32 per diluted share, during the three months ended June 30, 2016. Net income applicable to common stockholders during the six months ended June 30, 2017 was $88.9 million, or $0.90 per diluted share, compared with net income applicable to common stockholders of $58.6 million, or $0.60 per diluted share, during the six months ended June 30, 2016. The consolidated operating results during the three and six months ended June 30, 2017 included the previously mentioned insurance receivable and related increase to other noninterest income of $15.0 million from coverage provided by an insurance policy for forgery related to a single, large loan charged off by the Bank and the pre-tax net increase to other noninterest income of $11.6 million (or $14.3 million after income tax benefit of $2.6 million) related to the resolution of the appraisal proceedings from the SWS Merger. The consolidated operating results during the three and six months ended June 30, 2016 included the previously mentioned $24.5 million charge-off of the single, large loan by the Bank.

Our consolidated operating results during the six months ended June 30, 2017 also included transaction costs related to the acquisition of SWS (the “SWS Merger”), while our consolidated operating results during the six months ended June 30, 2016 included both transaction costs and integration-related costs associated with employee expenses (such as severance and retention), professional fees (such as consulting and legal) and contractual costs (such as vendor contract termination and lease), incurred as a result of the integration of the operations and systems acquired in the SWS Merger.

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During the six months ended June 30, 2017, we incurred $1.5 million in pre-tax transaction costs related to the SWS Merger. During the six months ended June 30, 2016, we incurred transaction costs and integration-related costs related to the SWS Merger totaling $7.1 million resulting from $2.3 million in pre-tax transaction costs and pre-tax integration-related costs associated with employee, professional fee and contractual expenses of $2.1 million, $2.6 million and $0.1 million, respectively. Effective as of the close of business on January 22, 2016, we merged FSC and Hilltop Securities into a combined firm operating under the “Hilltop Securities” name. The integration is substantially complete and Hilltop Securities does not expect to incur any additional integration costs in relation to the SWS Merger.

Certain items included in net income for 2017 and 2016 resulted from purchase accounting associated with the merger of PlainsCapital Corporation with and into a wholly owned subsidiary of Hilltop on November 30, 2012 (the “PlainsCapital Merger”), the FDIC-assisted transaction (the “FNB Transaction”) whereby the Bank acquired certain assets and assumed certain liabilities of FNB, and the SWS Merger (collectively, the “Bank Transactions”). Income before taxes during the three months ended June 30, 2017 included net accretion of $0.9 million, $20.7 million and $0.8 million on earning assets and liabilities acquired in the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, offset by amortization of identifiable intangibles of $1.6 million, $0.2 million and $0.2 million, respectively. During the three months ended June 30, 2016, income before taxes included net accretion of $2.7 million, $12.6 million and $1.1 million on earning assets and liabilities acquired in the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, offset by amortization of identifiable intangibles of $2.0 million, $0.2 million and $0.3 million, respectively. Income before taxes during the six months ended June 30, 2017 included net accretion of $1.9 million, $30.4 million and $1.8 million on earning assets and liabilities acquired in the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, offset by amortization of identifiable intangibles of $3.2 million, $0.3 million and $0.4 million, respectively. During the six months ended June 30, 2016, income before taxes included net accretion of $6.0 million, $24.0 million and $2.3 million on earning assets and liabilities acquired in the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, offset by amortization of identifiable intangibles of $4.0 million, $0.4 million and $0.5 million, respectively.

In addition, the Bank recorded a “true-up” accrual related to the loss-share agreements with the FDIC and amortization of the FDIC Indemnification Asset, both related to the FNB Transaction, of $5.3 million and $9.9 million during the three and six months ended June 30, 2017, respectively, compared to $1.9 million and $3.9 million during the same periods in 2016.

We consider the ratios shown in the table below to be key indicators of our performance.


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Performance Ratios:
Return on average stockholder's equity	13.24	%	7.07	%	9.53	%	6.72	%
Return on average assets	1.94	%	1.05	%	1.43	%	1.01	%
Net interest margin (1) (3) (4)	4.04	%	3.77	%	3.80	%	3.74	%
Net interest margin (taxable equivalent) (2) (3) (4)	4.05	%	3.80	%	3.81	%	3.76	%

(1)

Net interest margin is defined as net interest income divided by average interest-earning assets.

(2)

Net interest margin (taxable equivalent), a non-GAAP measure, is defined as taxable equivalent net interest income divided by average interest-earning assets. Annualized taxable equivalent adjustments are based on a 35% federal income tax rate. See footnote 2 to the following tables for the taxable equivalent adjustments to interest income.

(3)

The securities financing operations within our broker-dealer segment had the effect of lowering both the net interest margin and taxable equivalent net interest margin by 53 basis points and 65 basis points during the three months ended June 30, 2017 and 2016, respectively, and 51 basis points and 62 basis points during the six months ended June 30, 2017 and 2016, respectively.

(4)

Net interest margin and taxable equivalent net interest margin were 82 basis points and 72 basis points greater due to the impact of purchase accounting during the three months ended June 30, 2017 and 2016, respectively, and 67 basis points and 73 basis points greater due to the impact of purchase accounting during the six months ended June 30, 2017 and 2016, respectively.

We present net interest margin in the table above, and net interest margin and net interest income in the following discussion and tables below, on a taxable equivalent basis. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments.

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During the three months ended June 30, 2017, the consolidated taxable equivalent net interest margin of 4.05% was 82 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $1.7 million, $20.7 million and $0.8 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $0.7 million. The consolidated taxable equivalent net interest margin during the three months ended June 30, 2016 of 3.80% was 72 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $3.7 million, $12.6 million and $1.1 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $1.0 million.

During the six months ended June 30, 2017, the consolidated taxable equivalent net interest margin of 3.81% was 67 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $3.2 million, $30.4 million and $1.7 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $1.2 million. During the six months ended June 30, 2016, the consolidated taxable equivalent net interest margin of 3.76% was 73 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $7.8 million, $24.0 million and $2.2 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $1.7 million.

The FNB Transaction-related accretion of discount on loans of $30.4 million and $24.0 million during the six months ended June 30, 2017 and 2016, respectively, included accretion of approximately $2 million and $6 million, respectively, due to better-than-expected resolution of covered purchased credit impaired (“PCI”) loans during the respective periods. The performance of the covered PCI loan portfolio since 2014, which has exceeded our expectations at the time of acquisition, has led to higher yields calculated as a result of the Bank’s quarterly cash flow recast process. The recast process performed during the six months ended June 30, 2017 and 2016 resulted in the reclassification of $23.0 million and $18.4 million, respectively, from nonaccretable difference to accretable yield.

The tables below provide additional details regarding our consolidated net interest income (dollars in thousands).


	Three Months Ended June 30,
	2017						2016
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate
Assets
Interest-earning assets
Loans, gross (1)	$	7,794,300	$	113,794	5.81	%	$	7,038,518	$	98,468	5.56	%
Investment securities - taxable		1,399,402		9,516	2.72	%		1,080,097		6,813	2.53	%
Investment securities - non-taxable (2)		232,340		1,903	3.28	%		291,288		2,166	2.98	%
Federal funds sold and securities purchased under agreements to resell		147,179		27	0.07	%		144,820		36	0.10	%
Interest-bearing deposits in other financial institutions		381,100		885	0.93	%		388,520		484	0.50	%
Securities borrowed		1,512,222		9,597	2.51	%		1,702,286		6,327	1.49	%
Other		81,230		1,113	5.49	%		58,081		537	3.72	%
Interest-earning assets, gross (2)		11,547,773		136,835	4.72	%		10,703,610		114,831	4.27	%
Allowance for loan losses		(57,976)						(51,247)
Interest-earning assets, net		11,489,797						10,652,363
Noninterest-earning assets		1,529,020						1,523,095
Total assets	$	13,018,817					$	12,175,458

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	5,140,116	$	5,464	0.43	%	$	4,821,695	$	4,037	0.34	%
Securities loaned		1,388,897		7,481	2.16	%		1,626,021		4,916	1.22	%
Notes payable and other borrowings		1,708,241		7,386	1.72	%		1,096,007		4,852	1.78	%
Total interest-bearing liabilities		8,237,254		20,331	0.99	%		7,543,723		13,805	0.73	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,273,533						2,203,065
Other liabilities		612,712						657,435
Total liabilities		11,123,499						10,404,223
Stockholders’ equity		1,893,052						1,768,717
Noncontrolling interest		2,266						2,518
Total liabilities and stockholders' equity	$	13,018,817					$	12,175,458

Net interest income (2)			$	116,504					$	101,026
Net interest spread (2)					3.73	%					3.53	%
Net interest margin (2)					4.05	%					3.80	%

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	Six Months Ended June 30,
	2017						2016
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate
Assets
Interest-earning assets
Loans, gross (1)	$	7,446,546	$	203,784	5.46	%	$	6,886,108	$	190,001	5.49	%
Investment securities - taxable		1,244,567		16,520	2.67	%		1,062,401		13,161	2.48	%
Investment securities - non-taxable (2)		225,904		3,654	3.24	%		276,472		4,490	3.25	%
Federal funds sold and securities purchased under agreements to resell		132,502		50	0.08	%		135,064		63	0.09	%
Interest-bearing deposits in other financial institutions		439,500		1,787	0.82	%		408,301		958	0.47	%
Securities borrowed		1,499,720		17,650	2.34	%		1,623,515		13,916	1.72	%
Other		86,236		2,137	4.97	%		61,910		1,085	3.53	%
Interest-earning assets, gross (2)		11,074,975		245,582	4.43	%		10,453,771		223,674	4.26	%
Allowance for loan losses		(56,809)						(50,049)
Interest-earning assets, net		11,018,166						10,403,722
Noninterest-earning assets		1,550,438						1,559,888
Total assets	$	12,568,604					$	11,963,610

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	5,039,067	$	10,154	0.41	%	$	4,802,849	$	7,876	0.33	%
Securities loaned		1,375,403		13,821	2.03	%		1,533,684		10,903	1.43	%
Notes payable and other borrowings		1,380,699		12,496	1.81	%		1,049,734		9,340	1.79	%
Total interest-bearing liabilities		7,795,169		36,471	0.94	%		7,386,267		28,119	0.76	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,254,268						2,178,378
Other liabilities		634,661						641,335
Total liabilities		10,684,098						10,205,980
Stockholders’ equity		1,881,809						1,755,963
Noncontrolling interest		2,697						1,667
Total liabilities and stockholders' equity	$	12,568,604					$	11,963,610

Net interest income (2)			$	209,111					$	195,555
Net interest spread (2)					3.49	%					3.49	%
Net interest margin (2)					3.81	%					3.76	%

(1)

Average balance includes non-accrual loans.

(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on a 35% federal income tax rate. The adjustment to interest income was $0.5 million and $0.6 million for the three months ended June 30, 2017 and 2016, respectively, and $1.0 million and $1.3 million for the six months ended June 30, 2017 and 2016, respectively.

The banking segment’s net interest margin exceeds our consolidated net interest margin shown above. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduce our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, yields and costs on certain interest-earning assets, such as warehouse lines of credit extended to subsidiaries by the banking segment, are eliminated from the consolidated financial statements.

On a consolidated basis, net interest income increased $15.6 million and $13.8 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016. Changes in net interest income were primarily related to increases in the net interest earned on mortgage-backed securities and improved stock loan spreads in our broker-dealer segment and net volume and yield changes on the loan portfolio within our banking segment as a result of the increase in year-over-year accretion of discount on loans.

The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb probable losses within the existing loan portfolio. The consolidated provision for loan losses, substantially all of which related to the banking segment, was $5.9 million and $28.9 million during the three months ended June 30, 2017 and 2016, respectively. During the three months ended June 30, 2017, the provision for loan losses was comprised of charges relating to newly originated loans and acquired loans without credit impairment at acquisition of $4.4 million and PCI loans of $1.5 million, compared to charges relating to newly originated loans and acquired loans without credit impairment at acquisition of $30.7 million, partially offset by the recapture of charges on PCI loans of $1.8 million during the three months ended June 30, 2016. During the six months ended June 30, 2017 and 2016, the consolidated provision for loan losses, substantially all of which related to the banking segment, was $7.6 million and $32.3 million, respectively. The provision for loan losses during the six months ended June 30, 2017 was comprised of

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charges relating to newly originated loans and acquired loans without credit impairment at acquisition of $6.1 million and PCI loans of $1.5 million, compared to charges relating to newly originated loans and acquired loans without credit impairment at acquisition of $33.2 million, partially offset by the recapture of charges on PCI loans of $0.9 million during the six months ended June 30, 2016. In addition, as previously mentioned, the consolidated provision for loan losses during the three and six months ended June 30, 2016 included a $24.5 million charge-off of a single large loan by the Bank.

Consolidated noninterest income increased $1.3 million and $7.2 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016. Consolidated noninterest income during the three and six months ended June 30, 2017 included the previously mentioned insurance receivable and related increase to other noninterest income of $15.0 million in our banking segment and the pre-tax net increase to other noninterest income of $11.6 million within corporate related to the resolution of the appraisal proceedings from the SWS Merger. The year-over-year changes in noninterest income, other than the previously mentioned non-recurring items, during the three and six months ended June 30, 2017, compared with the same periods in 2016, were primarily driven by decreases in noninterest income within each of our operating segments.

Consolidated noninterest expense decreased $1.1 million and $5.8 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016. The year-over-year decrease in noninterest expense during the three and six months ended June 30, 2017, compared with the same periods in 2016, primarily included decreases in noninterest expense within our broker-dealer, mortgage origination and insurance segments, partially offset by an increase within our banking segment primarily associated with covered assets. During the six months ended June 30, 2017, we incurred pre-tax transaction and integration costs related to the SWS Merger of $1.5 million, compared with $7.1 million during the same period in 2016.

Consolidated income tax expense during the three months ended June 30, 2017 and 2016 was $25.8 million and $18.4 million, respectively, reflecting effective tax rates of 29.1% and 36.8%, respectively. During the six months ended June 30, 2017 and 2016, consolidated income tax expense was $40.8 million and $32.9 million, respectively, reflecting effective tax rates of 31.4% and 35.4%, respectively. The effective tax rates during the three and six months ended June 30, 2017 were lower than the statutory rate primarily due to a nontaxable increase to other noninterest income recorded in the resolution of the SWS matter as previously discussed, as the SWS Merger was a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The lower effective tax rates during the three and six months ended June 30, 2016 were primarily due to the recognition of excess tax benefits on share-based payment awards.

Segment Results

Banking Segment

Income before income taxes in our banking segment during the three months ended June 30, 2017 and 2016 was $59.8 million and $21.6 million, respectively, while income before income taxes in our banking segment during the six months ended June 30, 2017 and 2016 was $91.6 million and $52.8 million, respectively. The increases in income before income taxes during the three and six months ended June 30, 2017, compared with the same periods in 2016, were primarily due to the previously mentioned insurance receivable and related increase to other noninterest income of $15.0 million during the 2017 periods and the $24.5 million charge-off within the provision for loan losses during the 2016 periods. Income before income taxes during the three and six months ended June 30, 2017, compared with the same periods in 2016, also increased due to an increase in net interest income associated with net volume and yield changes as a result of both the increase in year-over-year accretion of discount on loans and the compression of interest rate margins.

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We consider the ratios shown in the table below to be key indicators of the performance of our banking segment.


	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Performance Ratios:
Efficiency ratio (1)	48.96	%	52.32	%	55.51	%	58.44	%
Return on average assets	1.63	%	0.66	%	1.30	%	0.82	%
Net interest margin (2) (4)	4.80	%	4.85	%	4.53	%	4.78	%
Net interest margin (taxable equivalent) (3) (4)	4.81	%	4.87	%	4.53	%	4.81	%

(1)

Efficiency ratio is defined as noninterest expenses divided by the sum of total noninterest income and net interest income for the period.

(2)

Net interest margin is defined as net interest income divided by average interest-earning assets.

(3)

(4)

Net interest margin and taxable equivalent net interest margin were 112 basis points and 104 basis points greater due to the impact of purchase accounting during the three months ended June 30, 2017 and 2016, respectively, and 91 basis points and 104 basis points greater due to the impact of purchase accounting during the six months ended June 30, 2017 and 2016, respectively.

The banking segment presents net interest margin in the table above, and net interest margin and net interest income in the following discussion and tables below, on a taxable equivalent basis. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments.

During the three months ended June 30, 2017, the banking segment’s taxable equivalent net interest margin of 4.81% was 112 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $1.7 million, $20.7 million and $0.8 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $0.7 million. The banking segment’s taxable equivalent net interest margin during the three months ended June 30, 2016 of 4.87% was 104 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $3.7 million, $12.6 million and $1.1 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $0.9 million.

During the six months ended June 30, 2017, the banking segment’s taxable equivalent net interest margin of 4.53% was 91 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $3.2 million, $30.4 million and $1.7 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $1.2 million. The banking segment’s taxable equivalent net interest margin during the six months ended June 30, 2016 of 4.81% was 104 basis points greater due to the impact of purchase accounting and primarily related to accretion of discount on loans of $7.8 million, $24.0 million and $2.2 million associated with the PlainsCapital Merger, FNB Transaction and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $1.7 million.

The FNB Transaction-related accretion of discount on loans of $30.4 million and $24.0 million during the six months ended June 30, 2017 and 2016, respectively, included accretion of approximately $2 million and $6 million, respectively, due to better-than-expected resolution of covered PCI loans during the respective periods. The performance of the covered PCI loan portfolio since 2014, which has exceeded our expectations at the time of acquisition, has led to higher yields calculated as a result of the Bank’s quarterly cash flow recast process. The recast process performed during the six months ended June 30, 2017 and 2016 resulted in the reclassification of $23.0 million and $18.4 million, respectively, from nonaccretable difference to accretable yield.

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The tables below provide additional details regarding our banking segment’s net interest income (dollars in thousands).


	Three Months Ended June 30,
	2017						2016
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate
Assets
Interest-earning assets
Loans, gross (1)	$	5,640,067	$	90,471	6.37	%	$	5,264,002	$	81,306	6.13	%
Subsidiary warehouse lines of credit		1,545,376		14,655	3.75	%		1,150,015		11,282	3.88	%
Investment securities - taxable		883,414		4,162	1.88	%		733,539		3,735	2.04	%
Investment securities - non-taxable (2)		124,495		1,179	3.79	%		135,749		1,267	3.73	%
Federal funds sold and securities purchased under agreements to resell		10,794		27	1.00	%		27,114		36	0.54	%
Interest-bearing deposits in other financial institutions		284,862		773	1.09	%		302,485		426	0.57	%
Other		66,127		624	3.78	%		49,455		487	3.94	%
Interest-earning assets, gross (2)		8,555,135		111,891	5.20	%		7,662,359		98,539	5.11	%
Allowance for loan losses		(57,738)						(51,004)
Interest-earning assets, net		8,497,397						7,611,355
Noninterest-earning assets		943,310						1,040,375
Total assets	$	9,440,707					$	8,651,730

Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	4,867,042	$	7,220	0.59	%	$	4,558,852	$	4,982	0.44	%
Notes payable and other borrowings		914,994		2,073	0.90	%		515,004		727	0.56	%
Total interest-bearing liabilities (3)		5,782,036		9,293	0.64	%		5,073,856		5,709	0.44	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,239,680						2,225,626
Other liabilities		54,498						59,844
Total liabilities		8,076,214						7,359,326
Stockholders’ equity		1,364,493						1,292,404
Total liabilities and stockholders’ equity	$	9,440,707					$	8,651,730

Net interest income (2)			$	102,598					$	92,830
Net interest spread (2)					4.55	%					4.66	%
Net interest margin (2)					4.81	%					4.87	%


	Six Months Ended June 30,
	2017						2016
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate
Assets
Interest-earning assets
Loans, gross (1)	$	5,559,920	$	164,248	5.89	%	$	5,180,571	$	157,687	6.04	%
Subsidiary warehouse lines of credit		1,301,375		24,631	3.76	%		1,071,328		20,991	3.88	%
Investment securities - taxable		822,734		7,707	1.87	%		735,553		7,667	2.08	%
Investment securities - non-taxable (2)		125,036		2,370	3.79	%		139,068		2,568	3.69	%
Federal funds sold and securities purchased under agreements to resell		11,486		50	0.88	%		23,221		63	0.54	%
Interest-bearing deposits in other financial institutions		339,955		1,610	0.95	%		316,936		855	0.54	%
Other		71,112		1,159	3.26	%		51,504		998	3.87	%
Interest-earning assets, gross (2)		8,231,618		201,775	4.89	%		7,518,181		190,829	5.04	%
Allowance for loan losses		(56,642)						(49,821)
Interest-earning assets, net		8,174,976						7,468,360
Noninterest-earning assets		965,116						1,053,622
Total assets	$	9,140,092					$	8,521,982

Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	4,765,219	$	13,657	0.58	%	$	4,494,259	$	9,689	0.43	%
Notes payable and other borrowings		735,228		3,024	0.82	%		512,534		1,400	0.54	%
Total interest-bearing liabilities (3)		5,500,447		16,681	0.61	%		5,006,793		11,089	0.44	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,227,775						2,190,428
Other liabilities		55,112						47,401
Total liabilities		7,783,334						7,244,622
Stockholders’ equity		1,356,758						1,277,360
Total liabilities and stockholders’ equity	$	9,140,092					$	8,521,982

Net interest income (2)			$	185,094					$	179,740
Net interest spread (2)					4.28	%					4.59	%
Net interest margin (2)					4.53	%					4.81	%

(1)

Average balance includes non-accrual loans.

(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on a 35% federal income tax rate. The adjustment to interest income was $0.4 million and $0.5 million for the three months ended June 30, 2017 and 2016, respectively, and $0.8 million and $0.9 million for the six months ended June 30, 2017 and 2016, respectively.

(3)

Only considers debt of PlainsCapital without the allocation of interest expense on PCC debt of $0.3 million and $0.7 million for the three and six months ended June 30, 2016, respectively. Interest expense on PCC debt was not allocated to PlainsCapital beginning January 1, 2017.

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The banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduce our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, the banking segment’s interest-earning assets include warehouse lines of credit extended to other subsidiaries, which are eliminated from the consolidated financial statements.

The following table summarizes the changes in the banking segment’s net interest income for the periods indicated below, including the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items (in thousands).


	Three Months Ended June 30,						Six Months Ended June 30,
	2017 vs. 2016						2017 vs. 2016
	Change Due To (1)						Change Due To (1)
	Volume		Yield/Rate		Change		Volume		Yield/Rate		Change
Interest income
Loans, gross	$	5,750	$	3,415	$	9,165	$	11,367	$	(4,806)	$	6,561
Subsidiary warehouse lines of credit		3,826		(453)		3,373		4,421		(781)		3,640
Investment securities - taxable		761		(334)		427		901		(861)		40
Investment securities - non-taxable (2)		(105)		17		(88)		(257)		59		(198)
Federal funds sold and securities purchased under agreements to resell		(22)		13		(9)		(32)		19		(13)
Interest-bearing deposits in other financial institutions		(25)		372		347		62		693		755
Other		164		(27)		137		377		(216)		161
Total interest income (2)		10,349		3,003		13,352		16,839		(5,893)		10,946

Interest expense
Deposits	$	338	$	1,900	$	2,238	$	583	$	3,385	$	3,968
Notes payable and other borrowings		560		786		1,346		600		1,024		1,624
Total interest expense		898		2,686		3,584		1,183		4,409		5,592

Net interest income (2)	$	9,451	$	317	$	9,768	$	15,656	$	(10,302)	$	5,354

(1)

Changes attributable to both volume and yield/rate are included in yield/rate column.

(2)

Annualized taxable equivalent.

Taxable equivalent net interest income increased $9.8 million and $5.4 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016. Changes in the yields earned on interest-earning assets increased taxable equivalent net interest income by $3.0 million during the three months ended June 30, 2017, compared with the same period in 2016, primarily due to an increase in accretion of discount on loans of $5.8 million, partially offset by a decrease in yield on a portion of the loan portfolio. Changes in yields earned on interest-earning assets decreased taxable equivalent net interest income by $5.9 million during the six months ended June 30, 2017, compared with the same period in 2016, primarily due to lower yields on a portion of the loan portfolio, partially offset by an increase in accretion of discount on loans of $1.3 million. These year-over-year increases in accretion of discount on loans were due to better-than-expected resolution of covered PCI loans. However, accretion of discount on loans is expected to decrease in future periods as loans acquired in the Bank Transactions are repaid, refinanced or renewed. We experienced interest rate margin compression during the three and six months ended June 30, 2017, which was driven by the rising interest rate environment and the rate floors in effect for a portion of the Bank’s loan portfolio, thereby causing yields on our interest-earning assets to rise more slowly than increases in market interest rates. Absent a decline in interest rates, we believe this interest rate compression will continue until the rise in market interest rates is sufficient to allow our loan portfolio to reprice above applicable rate floors. Increases in the volume of interest-earning assets, primarily on the loan portfolio and additional amounts drawn on the subsidiary warehouse lines of credit, increased taxable equivalent net interest income by $10.3 million and $16.8 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016. Changes in rates paid on interest-bearing liabilities decreased taxable equivalent net interest income by $2.7 million and $4.4 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016, due to increases in market interest rates.

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The banking segment’s noninterest income was $25.5 million and $13.3 million during the three months ended June 30, 2017 and 2016, respectively, and $37.9 million and $26.3 million during the six months ended June 30, 2017 and 2016, respectively. The increase in noninterest income during the three months ended June 30, 2017, compared to the same period in 2016, primarily included the previously mentioned insurance receivable and related increase in other noninterest income of $15.0 million from coverage provided by an insurance policy for forgery related to a single, large loan previously charged off by the Bank. The changes in noninterest income, other than the previously mentioned insurance receivable, for the three and six months ended June 30, 2017 compared to the same periods in 2016, were primarily driven by year-over-year decreases in exchange fee income due to the impact of the Durbin amendment, which became applicable to the Bank on July 1, 2016, and intercompany financing charges.

The banking segment’s noninterest expenses were $62.5 million and $55.1 million during the three months ended June 30, 2017 and 2016, respectively, and $123.3 million and $119.5 million during the six months ended June 30, 2017 and 2016, respectively. Noninterest expenses were primarily comprised of employees’ compensation and benefits, and occupancy expenses. The change in noninterest expenses during the three months ended June 30, 2017, compared to the same period in 2016, included increases in net expenses associated with covered assets of $3.4 million, repossession and foreclosure expenses of $2.8 million, as well as legal expenses associated with its efforts to recover losses arising from the $24.5 million loan that was charged off during the second quarter of 2016, partially offset by decreases in expenses associated with organizational changes. The change in noninterest expenses during the six months ended June 30, 2017, compared to the same period in 2016, included increases in employees’ compensation and benefits of $3.3 million primarily due to increased headcount and related benefit costs, net expenses associated with covered assets of $6.0 million, repossession and foreclosure expenses of $3.0 million, as well as legal expenses associated with the Bank’s previously mentioned efforts, partially offset by a year-over-year decrease of $7.9 million associated with a downward valuation adjustment on a significant covered OREO property recorded during the first quarter of 2016, as well as decreases in occupancy expenses associated with closed branches and expenses associated with organizational changes.

Broker-Dealer Segment

Income before income taxes in our broker-dealer segment was $15.8 million and $25.3 million during the three and six months ended June 30, 2017, respectively, and $18.3 million and $22.1 million during the three and six months ended June 30, 2016, respectively. The changes in income before income taxes during the three and six months ended June 30, 2017, compared with the same periods in 2016, were primarily the result of decreases in pre-tax integration-related costs of $0.8 million and $4.8 million, respectively, increases in the federal funds rate during the first and second quarters of 2017, which led to increases of $2.5 million and $5.1 million, respectively, in fees earned on money market and FDIC insured bank deposits, and decreases of $4.5 million and $6.3 million, respectively, in investment banking and advisory fees primarily earned on the underwriting of municipal bond transactions and the secondary trading of these and other municipal securities.

The broker-dealer segment is subject to interest rate risk as a consequence of maintaining inventory positions, trading in interest rate sensitive financial instruments and maintaining a matched stock loan book. Changes in interest rates are likely to have a meaningful impact on our overall financial performance. Our broker-dealer segment has historically earned a significant portion of its revenues from advisory fees paid to it by its clients, in large part upon the successful completion of the client’s transaction. Rapid or significant changes in interest rates could adversely affect the broker-dealer segment’s bond trading, sales, underwriting activities and other interest spread-sensitive activities described below. The broker-dealer segment also receives administrative fees for providing money market and FDIC investment alternatives to clients, which tend to be sensitive to short term interest rates. In addition, the profitability of the broker-dealer segment depends, to an extent, on the spread between revenues earned on customer loans and excess customer cash balances, and the interest expense paid on customer cash balances and other borrowings.

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The following table provides additional details regarding our broker-dealer operating results (in thousands).


	Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2017		2016		2017 vs 2016		2017		2016		2017 vs 2016
Net interest income:
Securities lending	$	2,116	$	1,410	$	706	$	3,829	$	3,012	$	817
Other		8,233		6,030		2,203		15,008		11,479		3,529
Total net interest income		10,349		7,440		2,909		18,837		14,491		4,346
Noninterest income:
Securities commissions and fees by business line (1):
Capital markets		10,259		14,731		(4,472)		21,658		28,581		(6,923)
Retail		19,730		18,468		1,262		39,317		36,219		3,098
Clearing		8,595		7,238		1,357		17,110		13,753		3,357
Other		1,015		919		96		2,337		2,003		334
		39,599		41,356		(1,757)		80,422		80,556		(134)
Investment banking and advisory fees by business line:
Public finance		19,816		22,573		(2,757)		36,688		40,128		(3,440)
Capital markets		207		1,948		(1,741)		507		3,318		(2,811)
Retail		4,102		3,641		461		7,847		7,227		620
Structured finance		1,119		1,167		(48)		2,142		2,471		(329)
Clearing		291		24		267		552		31		521
Other		2		1		1		3		(2)		5
		25,537		29,354		(3,817)		47,739		53,173		(5,434)
Other:
Structured finance		20,701		23,575		(2,874)		34,466		36,504		(2,038)
Capital markets		6,625		8,413		(1,788)		11,697		13,255		(1,558)
Other		348		202		146		1,038		294		744
		27,674		32,190		(4,516)		47,201		50,053		(2,852)
Total noninterest income		92,810		102,900		(10,090)		175,362		183,782		(8,420)
Noninterest expense (2):
Compensation and benefits expenses		62,840		63,976		(1,136)		120,080		121,792		(1,712)
Other		24,509		28,067		(3,558)		48,794		54,419		(5,625)
Total noninterest expense		87,349		92,043		(4,694)		168,874		176,211		(7,337)

Income before income taxes	$	15,810	$	18,297	$	(2,487)	$	25,325	$	22,062	$	3,263

(1)

Securities commissions and fees includes income of $1.8 million and $0.9 million during the three months ended June 30, 2017 and 2016, respectively, and $3.6 million and $1.8 million during the six months ended June 30, 2017 and 2016, respectively, that is eliminated in consolidation.

(2)

Noninterest expense includes provision for loan losses associated with the broker-dealer segment within other noninterest expenses.

The broker-dealer segment had net interest income of $10.3 million and $7.4 million during the three months ended June 30, 2017 and 2016, respectively, and $18.8 million and $14.5 million during the six months ended June 30, 2017 and 2016, respectively. In the broker-dealer segment, interest is earned from securities lending activities, interest charged on customer margin loan balances and interest earned on investment securities used to support sales, underwriting and other customer activities. The increases between the three and six months ended June 30, 2017 and comparable periods in 2016 were primarily due to increases in the net interest earned on mortgage-backed securities and improved stock loan spreads.

Noninterest income was $92.8 million and $102.9 million during the three months ended June 30, 2017 and 2016, respectively, and $175.4 million and $183.8 million during the six months ended June 30, 2017 and 2016, respectively. The changes in noninterest income between the three and six months ended June 30, 2017 and comparable periods in 2016 were primarily due to decreases of $1.8 million and $0.1 million, respectively, in securities commissions and fees, decreases of $3.8 million and $5.4 million, respectively, in investment banking and advisory fees, and decreases of $4.5 million and $2.8 million, respectively in other noninterest income.

Securities commissions and fees decreased $1.8 million and $0.1 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016. The decreases were primarily attributable to a reduction in securities commissions and fees earned in the capital markets business on the sale of municipal and mortgaged back security products. The respective year-over-year decreases in securities commissions and fees were partially offset by fees earned on insurance product sales, money markets and FDIC insured bank deposits by the clearing and retail businesses, resulting from the 27- and 24- basis point increases in the federal funds rate during the first and second quarters, respectively.

Investment banking and advisory fees decreased $3.8 million and $5.4 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016, primarily due to reductions in the number and the aggregate dollar amount of municipal bond transactions and the municipal finance and underwriting fees associated with those and other taxable transactions.

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Other noninterest income decreases during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016, were primarily due to decreases of $4.7 million and $3.6 million, respectively, in income earned from trading gains associated with the structured finance and capital markets businesses, partially offset by increases of $0.1 million and $0.8 million, respectively, in the value of broker-dealer segment investments held at corporate, including investments held in the broker-dealer segment’s deferred compensation plan.

Noninterest expenses were $87.3 million and $92.0 million during the three months ended June 30, 2017 and 2016, respectively, and $168.9 million and $176.2 million during the six months ended June 30, 2017 and 2016, respectively. The decrease in noninterest expenses of $4.7 million during the three months ended June 30, 2017, compared to the same period in 2016, was primarily due to a decrease in legal expenses associated with settled litigation and decreases of $1.1 million in compensation and benefits expenses and $1.0 million in professional services, which were both in part a product of the integration and merger of FSC and Hilltop Securities. The decrease in noninterest expenses of $7.3 million during the six months ended June 30, 2017, compared to the same period in 2016, was primarily due to a decrease in pre-tax integration-related costs of $4.8 million, a decrease in legal expenses associated with settled litigation and a decrease of $1.7 million in compensation and benefits expenses, in part a product of the integration and merger of FSC and Hilltop Securities and in part due to the decrease in the variable compensation and benefits expense components that are based on each business lines’ performance. During the three months ended June 30, 2016, the broker-dealer segment incurred pre-tax integration-related costs totaling $0.8 million resulting from employee expenses and professional fees of $0.4 million and $0.4 million, respectively. During the six months ended June 30, 2016, the broker-dealer segment incurred pre-tax integration-related costs totaling $4.8 million resulting from employee expenses, professional fees and contractual expenses of $2.1 million, $2.6 million, and $0.1 million, respectively.

Effective as of January 22, 2016, we merged FSC and Hilltop Securities into a combined firm operating under the “Hilltop Securities” name. The integration is substantially complete and Hilltop Securities does not expect to incur any additional integration costs in relation to the SWS Merger.

Selected information concerning the broker-dealer segment follows (dollars in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2017			2016	2017			2016
Compensation as a % of net revenue		60.9%		58.0%		61.8%		61.4%
FDIC insured program balances at PlainsCapital Bank (end of period)					$	1,301,043	$	850,126
Other FDIC insured program balances (end of period)					$	1,099,965	$	1,408,144
Customer margin balances (end of period)					$	338,514	$	364,607
Customer funds on deposit, including short credits (end of period)					$	394,335	$	356,071

Public finance:
Number of issues		460		527		792		911
Aggregate amount of offerings	$	19,299,334	$	20,932,716	$	39,837,764	$	42,986,679

Capital markets:
Total volumes	$	20,573,899	$	23,782,437	$	34,441,862	$	42,952,969
Net inventory (end of period)					$	311,395	$	110,676

Retail:
Retail employee representatives (end of period)						123		117
Independent registered representatives (end of period)						224		232

Structured finance:
Lock production/TBA volume	$	1,790,385	$	1,808,637	$	3,460,487	$	2,872,705

Clearing:
Total tickets (1)		315,646		424,896		664,785		960,052
Correspondents (end of period)						170		178

Securities lending:
Interest-earning assets - stock borrowed (end of period)					$	1,459,990	$	2,105,818
Interest-bearing liabilities - stock loaned (end of period)					$	1,312,985	$	2,009,065

(1)

Effective May 2016, a single correspondent began compressing multiple executions when delivering trades for processing, resulting in a decrease in year-over-year ticket count for the Broker-Dealer’s clearing business line. This modification did not significantly impact the correspondent’s clearing revenues.

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Mortgage Origination Segment

Income before income taxes in our mortgage origination segment was $19.3 million and $28.1 million during the three months ended June 30, 2017 and 2016, respectively, and $29.2 million and $37.2 million during the six months ended June 30, 2017 and 2016, respectively. The decreases in income before income taxes for both periods were primarily due to decreases in noninterest income, partially offset by decreases in noninterest expense and net interest expense. Net interest income of $1.0 million and net interest expense of $2.3 million during the three months ended June 30, 2017 and 2016, respectively, and net interest expense of $0.9 million and $4.9 million during the six months ended June 30, 2017 and 2016, respectively, was primarily comprised of interest incurred on a warehouse line of credit held with the Bank as well as related intercompany financing costs, partially offset by interest income earned on loans held for sale. The year-over-year improvement in net interest income (expense) included the effects of increased average hold periods and improved net yields on mortgage loans held for sale.

The mortgage lending business is subject to variables that can impact loan origination volume, including seasonal and interest rate fluctuations. Historically, the mortgage origination segment has typically experienced increased loan origination volume from purchases of homes during the spring and summer, when more people tend to move and buy or sell homes. An increase in mortgage interest rates tends to result in decreased loan origination volume from refinancings, while a decrease in mortgage interest rates tends to result in increased loan origination volume from refinancings. During 2016, PrimeLending’s refinancing volume was $4.2 billion, representing 27.1% of total loan origination volume. Due to increases in mortgage interest rates since the fourth quarter of 2016, PrimeLending’s refinancing volume and its refinancing volume as a percentage of total loan origination volume decreased in the first half of 2017 compared to the first half of 2016, and we anticipate that this year-over-year trend will continue for the remainder of 2017. We do not anticipate that these recent increases in mortgage interest rates will significantly impact Prime Lending’s home purchases volume during the remainder of 2017, as changes in mortgage interest rates have historically had a lesser impact on home purchases volume than on refinancing volume.

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The mortgage origination segment primarily originates its mortgage loans through a retail channel, with limited lending through its joint venture channel. For the six months ended June 30, 2017, joint venture funded volume was less than 5% of the mortgage origination segments total loan volume. Currently, PrimeLending owns a 51% membership interest in two joint ventures. We do not expect the joint venture channel to produce more than 5% of the total loan volume through the remainder of 2017. The following table provides certain details regarding our mortgage loan originations and selected information for the periods indicated below (dollars in thousands).


	Three Months Ended June 30,								Six Months Ended June 30,
			% of				% of				% of				% of
	2017		Total		2016		Total		2017		Total		2016		Total
Mortgage Loan Originations - units		17,594				18,167				29,986				31,111

Mortgage Loan Originations - volume	$	4,058,084			$	4,150,464			$	6,882,415			$	7,079,579

Mortgage Loan Originations:
Conventional	$	2,442,701	60.19	%	$	2,592,546	62.46	%	$	4,165,784	60.53	%	$	4,428,250	62.55	%
Government		1,001,799	24.69	%		1,034,720	24.93	%		1,676,450	24.36	%		1,721,285	24.31	%
Jumbo		378,454	9.33	%		348,872	8.41	%		654,088	9.50	%		615,394	8.69	%
Other		235,130	5.79	%		174,326	4.20	%		386,093	5.61	%		314,650	4.45	%
	$	4,058,084	100.00	%	$	4,150,464	100.00	%	$	6,882,415	100.00	%	$	7,079,579	100.00	%

Home purchases	$	3,502,128	86.30	%	$	3,261,386	78.58	%	$	5,771,266	83.86	%	$	5,312,210	75.04	%
Refinancings		555,956	13.70	%		889,078	21.42	%		1,111,149	16.14	%		1,767,369	24.96	%
	$	4,058,084	100.00	%	$	4,150,464	100.00	%	$	6,882,415	100.00	%	$	7,079,579	100.00	%

Texas	$	889,017	21.91	%	$	869,415	20.95	%	$	1,511,576	21.96	%	$	1,531,907	21.64	%
California		482,466	11.89	%		549,771	13.25	%		843,550	12.26	%		995,985	14.07	%
Florida		239,769	5.91	%		213,776	5.15	%		414,947	6.03	%		364,997	5.16	%
Ohio		196,187	4.83	%		186,464	4.49	%		311,212	4.52	%		300,783	4.25	%
Arizona		156,183	3.85	%		147,768	3.56	%		272,682	3.96	%		246,970	3.49	%
South Carolina		126,815	3.12	%		126,691	3.05	%		226,829	3.30	%		208,500	2.95	%
North Carolina		137,481	3.39	%		153,613	3.70	%		225,275	3.27	%		250,322	3.54	%
Missouri		141,237	3.48	%		125,317	3.02	%		217,544	3.16	%		211,445	2.99	%
Maryland		126,549	3.12	%		140,796	3.39	%		209,569	3.04	%		229,027	3.24	%
Washington		119,411	2.94	%		142,919	3.44	%		204,808	2.98	%		246,622	3.48	%
All other states		1,442,969	35.56	%		1,493,934	36.00	%		2,444,423	35.52	%		2,493,021	35.19	%
	$	4,058,084	100.00	%	$	4,150,464	100.00	%	$	6,882,415	100.00	%	$	7,079,579	100.00	%

Mortgage Loan Sales - volume	$	3,385,260			$	3,964,190			$	6,660,427			$	7,081,795

Refinancing volume decreased to $556.0 million during the three months ended June 30, 2017 from $889.1 million during the three months ended June 30, 2016 (representing 13.7% and 21.4%, respectively, of total loan origination volume), while refinancing volume decreased to $1.1 billion during the six months ended June 30, 2017 from $1.8 billion during the six months ended June 30, 2016 (representing 16.1% and 25.0%, respectively, of total loan origination volume). Home purchases volume increased 7.4% to $3.5 billion during the three months ended June 30, 2017 from $3.3 billion during the three months ended June 30, 2016, while home purchases volume increased 8.6% to $5.8 billion during the six months ended June 30, 2017 from $5.3 billion during the six months ended June 30, 2016.

The mortgage origination segment’s total loan origination volume during the three and six months ended June 30, 2017 decreased 2.2% and 2.8%, respectively, compared to the same periods in 2016, while income before income taxes during the three and six months ended June 30, 2017 decreased 31.4% and 21.5%, respectively, compared to the same periods in 2016. The decrease in income before taxes during the three months ended June 30, 2017 was primarily due to a decrease in net gains from sale of loans in addition to an increase in segment operating costs. These changes were partially offset by an increase in the change in net fair value of interest rate lock commitments and loans held for sale, a decrease in compensation that varies with the volume of mortgage loan originations (“variable compensation”) and a decrease in net interest expense. The decrease in income before taxes during the six months ended June 30, 2017 was primarily due to a decrease in net gains from sale of loans, in addition to an increase in segment operating costs. These changes were partially offset by a decrease in variable compensation, a decrease in net interest expense, a decrease in lender paid closing costs, and an increase in the change in net fair value and related derivative activity of the MSR asset.

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Noninterest income was $179.6 million and $192.9 million during the three months ended June 30, 2017 and 2016, respectively, and $323.3 million and $339.2 million during the six months ended June 30, 2017 and 2016, respectively, and was comprised of the following (in thousands).


	Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2017		2016		2017 vs 2016		2017		2016		2017 vs 2016
Net gains from sale of loans	$	122,484	$	150,014	$	(27,530)	$	242,123	$	265,248	$	(23,125)
Mortgage loan origination fees		25,976		25,797		179		45,532		44,610		922
Other mortgage production income:
Change in net fair value and related derivative activity:
Interest rate lock commitments and loans held for sale		27,979		12,637		15,342		24,529		21,495		3,034
Mortgage servicing rights asset		(1,785)		(1,315)		(470)		(428)		(3,802)		3,374
Servicing fees		4,983		5,748		(765)		11,519		11,668		(149)
	$	179,637	$	192,881	$	(13,244)	$	323,275	$	339,219	$	(15,944)

Net gains from sale of loans decreased 18.4% and 8.7% during the three and six months ended June 30, 2017, respectively, compared to the same periods in 2016. Mortgage loan origination fees increased 0.7% and 2.1% during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016. The decreases in net gains from sale of loans during the three and six months ended June 30, 2017 were primarily a result of decrease in total loan sales volume of 14.6% and 6.0% during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016, in addition to a slight decrease in average loan sales margin during the same periods. Increases in mortgage loan origination fees resulting from increases in average mortgage loan origination fees during the three and six months ended June 30, 2017, compared with the same periods in 2016, were almost entirely offset by decreases in total loan origination volume during the same periods.

Noninterest income included increases of $28.0 million and $24.5 million during the three and six months ended June 30, 2017, respectively, compared with increases of $12.6 million and $21.5 million during the same periods in 2016, in the net fair value of the mortgage origination segment’s interest rate lock commitments (“IRLCs”) and loans held for sale and the related activity associated with forward commitments used by the mortgage origination segment to mitigate interest rate risk associated with its IRLCs and mortgage loans held for sale. The increases during the three and six months ended June 30, 2017 were primarily the result of increases in the average volume and value of individual IRLCs and mortgage loans. The increases during the three and six months ended June 30, 2016 were primarily a result of increases in the volume of IRLCs and mortgage loans held during this period, partially offset by decreases in the average value of individual IRLCs and mortgage loans.

The mortgage origination segment sells substantially all mortgage loans it originates to various investors in the secondary market, the majority servicing released. During the three months ended June 30, 2017, the mortgage origination segment retained servicing on approximately 5% of loans sold, compared to 25% during the same period in 2016. During the six months ended June 30, 2017, the mortgage origination segment retained servicing on approximately 4% of loans sold, compared to 16% during the same period in 2016. The mortgage origination segment’s determination of whether to retain or release servicing on mortgage loans it sells is impacted by, among other things, changes in mortgage interest rates, and refinancing and market activity. The related MSR asset was valued at $44.8 million on $4.0 billion of serviced loan volume at June 30, 2017, compared with a value of $63.3 million on $5.6 billion of serviced loan volume at December 31, 2016. The mortgage origination segment may, from time to time, manage its MSR asset through different strategies, including varying the percentage of mortgage loans sold servicing released and opportunistically selling MSR assets. The mortgage origination segment has also retained servicing on certain loans sold to the banking segment. Gains and losses associated with such sales to the banking segment and the related MSR asset are eliminated in consolidation. The mortgage origination segment uses derivative financial instruments, including various combinations of interest rate swaps, swaptions, forward commitments to sell mortgage-backed securities, and U.S. Treasury bond futures and options, as a means to mitigate interest rate risk associated with its MSR asset. Changes in the net fair value of the MSR asset and the related derivatives associated with normal customer payments, changes in discount rates, prepayment speed assumptions and customer payoffs resulted in net losses of $1.8 million and $0.4 million during the three and six months ended June 30, 2017, respectively, compared to net losses of $1.3 million and $3.8 million during the three and six months ended June 30, 2016, respectively. Additionally, net servicing income was $1.6 million and $4.8 million during the three and six months ended June 30, 2017, respectively, compared with $2.5 million and $4.9 million, respectively, during the same periods in 2016. In March 2017 and May 2016, the mortgage

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origination segment sold MSR assets of $17.5 million and $7.6 million, respectively, which represented $1.7 billion and $917.4 million, respectively, of its serviced loan volume at the time.

Noninterest expenses were $161.4 million and $162.5 million during the three months ended June 30, 2017 and 2016, respectively, and $293.2 million and $297.2 million during the six months ended June 30, 2017 and 2016, respectively, and were comprised of the following (in thousands).


	Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2017		2016		2017 vs 2016		2017		2016		2017 vs 2016
Variable compensation	$	71,877	$	74,604	$	(2,727)	$	118,783	$	126,293	$	(7,510)
Segment operating costs		78,624		75,222		3,402		155,247		147,213		8,034
Lender paid closing costs		7,521		9,416		(1,895)		12,500		16,915		(4,415)
Servicing expense		3,347		3,246		101		6,677		6,739		(62)
	$	161,369	$	162,488	$	(1,119)	$	293,207	$	297,160	$	(3,953)

Employees’ compensation and benefits accounted for the majority of noninterest expenses incurred during all periods presented. Variable compensation decreased $2.7 million and $7.5 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016, and comprised 62.2% and 64.0% of total employees’ compensation and benefits expenses during the three months ended June 30, 2017 and 2016, respectively, and 57.7% and 61.0% of total employees’ compensation and benefits expenses during the six months ended June 30, 2017 and 2016, respectively. Variable compensation, which is primarily driven by loan origination volume, tends to fluctuate to a greater degree than loan origination volume because mortgage loan originator and fulfillment staff incentive compensation plans are structured to pay at increasing rates as higher monthly volume tiers are achieved. However, certain other incentive compensation plans driven by non-mortgage production criteria may alter this trend.

While total loan origination volume decreased 2.2% and 2.8% for the three and six months ended June 30, 2017, respectively, compared to the same periods in 2016, the mortgage origination segment’s operating costs increased 4.5% and 5.5%, respectively. The changes in segment operating costs during the three months ended June 30, 2017, compared to the same period in 2016, were primarily due to net increases in the indemnification liability reserve related to loans sold in prior years and occupancy expenses primarily due to an increase in retail branches. The change in segment operating expenses during the six months ended June 30, 2017, compared to the same period in 2016, was primarily due to an increase in non-variable salaries, as well as increases in the indemnification liability reserve and occupancy expense previously discussed. The increase in non-variable salaries and benefits was primarily the result of an increase in headcount related to loan processing functions. The increase in loan processing headcount was initiated during the second quarter of 2016, primarily to address growth in loan origination volume. This additional headcount has remained in place through the second quarter of 2017 to support anticipated 2017 loan origination volumes. Historically, segment operating costs tend to fluctuate with, but at a lesser magnitude than, loan origination volume, as these costs are comprised of salaries, benefits, occupancy and administrative costs, which are not normally highly sensitive to changes in loan origination volume.

In exchange for a higher interest rate, customers may opt to have PrimeLending pay certain costs associated with the origination of their mortgage loans (“lender paid closing costs”). Fluctuations in lender paid closing costs are not always aligned with fluctuations in loan origination volume. Other loan pricing conditions, including the mortgage loan interest rate, loan origination fees paid by the customer, and a customer’s willingness to pay closing costs, may influence fluctuations in lender paid closing costs.

Between January 1, 2008 and June 30, 2017, the mortgage origination segment sold mortgage loans totaling $93.7 billion. These loans were sold under sales contracts that generally include provisions that hold the mortgage origination segment responsible for errors or omissions relating to its representations and warranties that loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. In addition, the sales contracts typically require the refund of purchased servicing rights plus certain investor servicing costs if a loan experiences an early payment default. While the mortgage origination segment sold loans prior to 2008, it does not anticipate experiencing significant losses in the future on loans originated prior to 2008 as a result of investor claims under these provisions of its sales contracts.

When an agency, investor, or other party claim for indemnification of a loan sold is made, the mortgage origination segment evaluates the claim and determines if the claim can be satisfied through additional documentation or other deliverables. If the claim is valid and cannot be satisfied in that manner, the mortgage origination segment negotiates

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with the claimant to reach a settlement of the claim. Settlements typically result in either the repurchase of a loan or reimbursement to the claimant for losses incurred on the loan.

Following is a summary of the mortgage origination segment’s claims resolution activity relating to loans sold between January 1, 2008 and June 30, 2017 (dollars in thousands).


	Original Loan Balance			Loss Recognized
			% of			% of
			Loans			Loans
	Amount		Sold	Amount		Sold
Claims resolved with no payment	$	199,906	0.21%	$	—	0.00%

Claims resolved as a result of a loan repurchase or payment to an investor for losses incurred (1)		232,747	0.25%		15,908	0.02%
	$	432,653	0.46%	$	15,908	0.02%

(1)

Losses incurred include refunded purchased servicing rights.

At June 30, 2017 and December 31, 2016, the mortgage origination segment’s indemnification liability reserve totaled $22.4 million and $18.2 million, respectively. The related provision for indemnification losses was $1.1 million and $1.2 million during the three months ended June 30, 2017 and 2016, respectively, and $2.0 million and $2.1 million during the six months ended June 30, 2017 and 2016, respectively.

Insurance Segment

Losses before income taxes in our insurance segment were $10.4 million and $9.6 million during the three months ended June 30, 2017 and 2016, respectively, and $8.6 million and $3.4 million during the six months ended June 30, 2017 and 2016, respectively. The year-over-year increase in losses before income taxes during the six months ended June 30, 2017, compared with the same period in 2016, was driven primarily by the decline in net insurance premiums earned.

The insurance segment is subject to claims arising out of severe weather, the incidence and severity of which are inherently unpredictable. Generally, the insurance segment’s insured risks exhibit higher losses in the second and third calendar quarters due to a seasonal concentration of weather-related events in its primary geographic markets. Although weather-related losses (including hail, high winds, tornadoes and hurricanes) can occur in any calendar quarter, the second calendar quarter, historically, has experienced the highest frequency of losses associated with these events. Hurricanes, however, are more likely to occur in the third calendar quarter of the year.

The insurance segment periodically reviews the pricing of its primary products in each state of operation utilizing a consulting actuarial firm to supplement normal review processes resulting in filings to adjust rates as deemed necessary. The benefit of these rate actions are not fully realized until all policies under the old rates expire, which typically occurs one year from the date of rate change implementation. Concurrently, business concentrations are reviewed and actions initiated, including cancellation of agents, non-renewal of policies and cessation of new business writing on certain products in problematic geographic areas. The insurance segment has historically utilized rate actions to reduce the rate of premium growth for targeted areas when compared with the patterns exhibited in prior quarters and years and reduced the insurance segment’s exposure to volatile weather in these areas, but competition and customer response to rate increases has negatively impacted customer retention and new business. The insurance segment aims to manage and diversify its business concentrations and products to minimize the effects of future weather-related events.

The insurance segment’s operations resulted in combined ratios of 131.8% and 130.0% during the three months ended June 30, 2017 and 2016, respectively, and 115.1% and 108.9% during the six months ended June 30, 2017 and 2016, respectively. The increase in the combined ratio during the three months ended June 30, 2017, compared with the same period in 2016, included an increase in the underwriting expense ratio driven by the reduction in premiums earned, partially offset by a decrease in the loss and LAE ratio. The increase in the combined ratio during the six months ended June 30, 2017, compared with the same period in 2016, included an increase in the underwriting expense ratio as previously discussed, as well as a slight increase in the loss and LAE ratio that was primarily driven by premiums earned decreasing at a higher rate than loss and LAE expense. The combined ratio is a measure of overall insurance

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underwriting profitability, and represents the sum of loss and LAE and underwriting expenses divided by net insurance premiums earned.

Noninterest income of $38.4 million and $41.4 million during the three months ended June 30, 2017 and 2016, respectively, included net insurance premiums earned of $36.0 million and $38.7 million, respectively, while noninterest income of $76.7 million and $83.2 million during the six months ended June 30, 2017 and 2016, respectively, included net insurance premiums earned of $72.2 million and $78.5 million, respectively. The year-over-year decrease in net insurance premiums earned was primarily due to the effect of the decrease in net premiums written.

Direct insurance premiums written by major product line are presented in the table below (in thousands).


	Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2017		2016		2017 vs 2016		2017		2016		2017 vs 2016
Direct Insurance Premiums Written:
Homeowners	$	15,259	$	18,240	$	(2,981)	$	29,158	$	34,234	$	(5,076)
Fire		11,686		13,030		(1,344)		22,636		24,936		(2,300)
Mobile Home		10,018		10,486		(468)		20,164		20,781		(617)
Commercial		781		868		(87)		1,553		1,712		(159)
Other		48		51		(3)		77		91		(14)
	$	37,792	$	42,675	$	(4,883)	$	73,588	$	81,754	$	(8,166)

The total direct insurance premiums written for our three largest insurance product lines decreased by $4.8 million and $8.0 million during the three and six months ended June 30, 2017, respectively, compared with the same periods in 2016, due primarily to the effects of competitive pressures in our Texas market.

Net insurance premiums earned by major product line are presented in the table below (in thousands).


	Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2017		2016		2017 vs 2016		2017		2016		2017 vs 2016
Net Insurance Premiums Earned:
Homeowners	$	14,559	$	16,590	$	(2,031)	$	28,592	$	32,853	$	(4,261)
Fire		11,142		11,824		(682)		22,197		23,929		(1,732)
Mobile Home		9,529		9,475		54		19,773		19,942		(169)
Commercial		743		785		(42)		1,522		1,643		(121)
Other		47		47		—		76		87		(11)
	$	36,020	$	38,721	$	(2,701)	$	72,160	$	78,454	$	(6,294)

Net insurance premiums earned during the three and six months ended June 30, 2017 decreased compared to the same periods in 2016, primarily due to the decrease in net premiums written noted above.

Noninterest expenses of $49.4 million and $51.7 million during the three months ended June 30, 2017 and 2016, respectively, and $86.4 million and $88.1 million during the six months ended June 30, 2017 and 2016, respectively, include both loss and LAE expenses and policy acquisition and other underwriting expenses, as well as other noninterest expenses. Loss and LAE are recognized based on formula and case basis estimates for losses reported with respect to direct business, estimates of unreported losses based on past experience and deduction of amounts for reinsurance placed with reinsurers. Loss and LAE during the three months ended June 30, 2017 was $33.2 million, compared with $37.2 million during the same period in 2016, resulting in loss and LAE ratios of 92.1% and 96.1%, respectively. Loss and LAE during the six months ended June 30, 2017 was $54.9 million, compared with $59.2 million during the same period in 2016, resulting in loss and LAE ratios of 76.1% and 75.4%, respectively. The decrease in the loss and LAE ratio during the three months ended June 30, 2017, compared to the same period in 2016, was primarily driven by premiums earned decreasing by 7.0%, compared to a 10.8% decline in loss and LAE expense. The increase in the loss and LAE ratio during the six months ended June 30, 2017, compared to the same period in 2016, was primarily driven by premiums earned decreasing by 8.0%, compared to a 7.2% decline in loss and LAE expense.

Policy acquisition and other underwriting expenses encompass all expenses incurred relative to NLC operations, and include elements of multiple categories of expense otherwise reported as noninterest expense in the consolidated statements of operations.

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The following table details the calculation of the underwriting expense ratio for the periods presented (dollars in thousands).


	Three Months Ended June 30,						Variance			Six Months Ended June 30,						Variance
	2017			2016			2017 vs 2016			2017			2016			2017 vs 2016
Amortization of deferred policy acquisition costs	$	9,531		$	9,687		$	(156)		$	18,627		$	19,880		$	(1,253)
Other underwriting expenses		5,792			4,394			1,398			11,468			8,174			3,294
Total		15,323			14,081			1,242			30,095			28,054			2,041
Agency expenses		(1,039)			(970)			(69)			(1,925)			(1,764)			(161)
Total less agency expenses	$	14,284		$	13,111		$	1,173		$	28,170		$	26,290		$	1,880
Net insurance premiums earned	$	36,020		$	38,721		$	(2,701)		$	72,160		$	78,454		$	(6,294)
Expense ratio		39.7	%		33.9	%		5.8	%		39.0	%		33.5	%		5.5	%

Corporate

As a holding company, Hilltop’s primary investment objectives are to preserve capital and have cash resources available to make acquisitions. Investment and interest income earned was $0.1 million and $0.1 million during the three months ended June 30, 2017 and 2016, respectively, and $0.2 million and $0.3 million during the six months ended June 30, 2017 and 2016, respectively. Investment and interest income during the six months ended June 30, 2016 included $0.2 million of intercompany interest earned on note receivables held with Securities Holdings that were paid off in January 2016 and March 2016, respectively.

As a result of previously disclosed strategic leadership and organizational changes, certain interest expenses, headcount and related noninterest expenses of PCC, which were previously allocated to the banking and mortgage origination segments, are included within corporate effective January 1, 2017.

Interest expense was $2.4 million and $1.9 million during the three months ended June 30, 2017 and 2016, respectively, and $5.0 million and $3.8 million during the six months ended June 30, 2017 and 2016, respectively, and was primarily associated with recurring quarterly interest expense of $1.9 million incurred on our $150.0 million aggregate principal amount of 5% senior notes due 2025 (“Senior Notes”). In addition, interest expense during the three and six months ended June 30, 2017 of $0.8 million and $1.5 million, respectively, on junior subordinated debentures of $67.0 million issued by PCC (the “Debentures”) was included within corporate as a result of the organizational changes noted above. During the three and six months ended June 30, 2016, interest expense on the Debentures of $0.7 million and $1.3 million was reported within our operating segments.

Noninterest income of $12.6 million during both the three and six months ended June 30, 2017 was primarily comprised of the previously mentioned pre-tax net increase to other noninterest income of $11.6 million related to the resolution of the appraisal proceedings from the SWS Merger. Noninterest income during the three and six months ended June 30, 2016 was nominal.

Noninterest expenses of $6.3 million and $6.5 million during the three months ended June 30, 2017 and 2016, respectively, and $15.7 million and $12.3 million during the six months ended June 30, 2017 and 2016, respectively were primarily comprised of employees’ compensation and benefits and professional fees, including corporate governance, legal and transaction costs. During the six months ended June 30, 2017, compared with the same period in 2016, the change in noninterest expenses primarily included increases associated with the organizational changes noted above related to employees’ compensation and benefits costs of $1.6 million, professional fees of $2.3 million, and occupancy and equipment expenses of $1.6 million, partially offset by a decrease of $0.8 million in transaction-related costs directly attributable to the SWS Merger. Specifically, during the six months ended June 30, 2017, Hilltop incurred pre-tax transaction costs related to the SWS Merger of $1.5 million, compared with $2.3 million during the six months ended June 30, 2016.

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Financial Condition

The following discussion contains a more detailed analysis of our financial condition at June 30, 2017 as compared with December 31, 2016.

Securities Portfolio

At June 30, 2017, investment securities consisted of securities of the U.S. Treasury, U.S. government and its agencies, obligations of municipalities and other political subdivisions, primarily in the State of Texas, mortgage-backed, corporate debt, and equity securities. We may categorize investments as trading, available for sale and held to maturity.

Trading securities are bought and held principally for the purpose of selling them in the near term and are carried at fair value, marked to market through operations and held at the Bank and the Hilltop Broker-Dealers. Securities that may be sold in response to changes in market interest rates, changes in securities’ prepayment risk, increases in loan demand, general liquidity needs and other similar factors are classified as available for sale and are carried at estimated fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Securities are classified as held to maturity based on the intent and ability of our management, at the time of purchase, to hold such securities to maturity. These securities are carried at amortized cost.

The table below summarizes our securities portfolio (in thousands).


	June 30,		December 31,
	2017		2016
Trading securities, at fair value
U.S. Treasury securities	$	1,874	$	5,940
U.S. government agencies:
Bonds		32,944		36,303
Residential mortgage-backed securities		233,443		2,539
Commercial mortgage-backed securities		9,739		15,171
Collateralized mortgage obligations		1,668		5,607
Corporate debt securities		75,240		60,699
States and political subdivisions		98,619		89,946
Unit investment trusts		8,920		41,409
Private-label securitized product		4,843		4,292
Other		4,195		3,628
		471,485		265,534
Securities available for sale, at fair value
U.S. Treasury securities		31,871		31,801
U.S. government agencies:
Bonds		91,812		122,652
Residential mortgage-backed securities		240,446		133,138
Commercial mortgage-backed securities		12,199		8,715
Collateralized mortgage obligations		210,115		114,702
Corporate debt securities		78,074		79,129
States and political subdivisions		77,679		87,515
Commercial mortgage-backed securities		507		515
Equity securities		20,503		19,840
		763,206		598,007
Securities held to maturity, at amortized cost
U.S. government agencies:
Bonds		40,514		40,513
Residential mortgage-backed securities		18,009		19,606
Commercial mortgage-backed securities		57,867		31,767
Collateralized mortgage obligations		194,664		217,954
States and political subdivisions		48,793		41,991
		359,847		351,831
Total securities portfolio	$	1,594,538	$	1,215,372

We had a net unrealized gain of $2.0 million at June 30, 2017, compared with a net unrealized loss of $0.2 million at December 31, 2016, related to the available for sale investment portfolio, and net unrealized losses associated with the

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securities held to maturity portfolio of $4.0 million and $6.7 million at June 30, 2017 and December 31, 2016, respectively.

Banking Segment

The banking segment’s securities portfolio plays a role in the management of our interest rate sensitivity and generates additional interest income. In addition, the securities portfolio is used to meet collateral requirements for public and trust deposits, securities sold under agreements to repurchase and other purposes. The available for sale securities portfolio serves as a source of liquidity. Historically, the Bank’s policy has been to invest primarily in securities of the U.S. government and its agencies, obligations of municipalities in the State of Texas and other high grade fixed income securities to minimize credit risk. At June 30, 2017, the banking segment’s securities portfolio of $997.3 million was comprised of trading securities of $10.2 million, available for sale securities of $627.3 million and held to maturity securities of $359.8 million.

Broker-Dealer Segment

The broker-dealer segment holds securities to support sales, underwriting and other customer activities. The interest rate risk inherent in holding these securities is managed by setting and monitoring limits on the size and duration of positions and on the length of time the securities can be held. The Hilltop Broker-Dealers are required to carry their securities at fair value and record changes in the fair value of the portfolio in operations. Accordingly, the securities portfolio of the Hilltop Broker-Dealers included trading securities of $461.3 million at June 30, 2017. In addition, the Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheet, had a value of $149.9 million at June 30, 2017. The Hilltop Broker-Dealers continue to evaluate market opportunities and from time to time will hold residential mortgage-backed securities in firm inventory which is sold to institutional clients and other counterparties.

Insurance Segment

The insurance segment’s primary investment objective is to preserve capital and manage for a total rate of return. NLC’s strategy is to purchase securities in sectors that represent the most attractive relative value. The insurance segment invests the premiums it receives from policyholders until they are needed to pay policyholder claims or other expenses. At June 30, 2017, the insurance segment’s securities portfolio was comprised of $135.9 million in available for sale securities and $5.5 million of other investments included in other assets within the consolidated balance sheet.

Non-Covered Loan Portfolio

Consolidated non-covered loans held for investment are detailed in the tables below, classified by portfolio segment and segregated between those considered to be PCI loans and all other originated or acquired loans (in thousands). PCI loans showed evidence of credit deterioration on the date of acquisition that made it probable that all contractually required principal and interest payments would not be collected.


	Loans, excluding		PCI		Total
June 30, 2017	PCI Loans		Loans		Loans
Commercial and industrial	$	1,743,185	$	7,120	$	1,750,305
Real estate		2,934,521		34,678		2,969,199
Construction and land development		860,749		2,333		863,082
Consumer		42,552		214		42,766
Broker-dealer		492,859		—		492,859
Non-covered loans, gross		6,073,866		44,345		6,118,211
Allowance for loan losses		(56,218)		(2,990)		(59,208)
Non-covered loans, net of allowance	$	6,017,648	$	41,355	$	6,059,003

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	Loans, excluding		PCI		Total
December 31, 2016	PCI Loans		Loans		Loans
Commercial and industrial	$	1,687,781	$	8,672	$	1,696,453
Real estate		2,777,768		38,999		2,816,767
Construction and land development		783,383		3,467		786,850
Consumer		41,058		294		41,352
Broker-dealer		502,077		—		502,077
Non-covered loans, gross		5,792,067		51,432		5,843,499
Allowance for loan losses		(51,089)		(3,097)		(54,186)
Non-covered loans, net of allowance	$	5,740,978	$	48,335	$	5,789,313

Banking Segment

The loan portfolio constitutes the major earning asset of the banking segment and typically offers the best alternative for obtaining the maximum interest spread above the banking segment’s cost of funds. The overall economic strength of the banking segment generally parallels the quality and yield of its loan portfolio. The banking segment’s loan portfolio consists of the non-covered loan portfolio and the covered loan portfolio. The covered loan portfolio consists of loans acquired in the FNB Transaction that are subject to loss-share agreements with the FDIC and is discussed below. The non-covered loan portfolio includes all other loans held by the Bank and is discussed herein.

The banking segment’s total non-covered loans, net of the allowance for non-covered loan losses, were $7.4 billion and $6.9 billion at June 30, 2017 and December 31, 2016, respectively. The banking segment’s non-covered loan portfolio includes a warehouse line of credit extended to PrimeLending, of which $1.8 billion and $1.6 billion was drawn at June 30, 2017 and December 31, 2016, respectively. Effective April 1, 2017, this warehouse line of credit was increased to $2.2 billion to address seasonal fluctuations in loan origination volumes. Amounts advanced against the warehouse line of credit are eliminated from net loans on our consolidated balance sheets. The banking segment does not generally participate in syndicated loan transactions and has no foreign loans in its portfolio.

At June 30, 2017, the banking segment had non-covered loan concentrations (loans to borrowers engaged in similar activities) that exceeded 10% of total non-covered loans in its real estate portfolio. The areas of concentration within our non-covered real estate portfolio were non-construction commercial real estate loans, non-construction residential real estate loans, and construction and land development loans, which represented 35.8%, 12.7% and 14.1%, respectively, of the banking segment’s total non-covered loans at June 30, 2017. The banking segment’s non-covered loan concentrations were within regulatory guidelines at June 30, 2017.

Broker-Dealer Segment

The loan portfolio of the broker-dealer segment consists primarily of margin loans to customers and correspondents. These loans are collateralized by the securities purchased or by other securities owned by the clients and, because of collateral coverage ratios, are believed to present minimal collectability exposure. Additionally, these loans are subject to a number of regulatory requirements as well as the Hilltop Broker-Dealers’ internal policies. The broker-dealer segment’s total non-covered loans, net of the allowance for non-covered loan losses, were $492.4 million and $501.9 million at June 30, 2017 and December 31, 2016, respectively. This decrease was primarily attributable to a decrease of $16.3 million in receivables from correspondents, partially offset by an increase of $5.7 million in borrowings in margin accounts.

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Mortgage Origination Segment

The loan portfolio of the mortgage origination segment consists of loans held for sale, primarily single-family residential mortgages funded through PrimeLending, and IRLCs with customers pursuant to which we agree to originate a mortgage loan on a future date at an agreed-upon interest rate. The components of the mortgage origination segment’s loans held for sale and IRLCs are as follows (in thousands).


	June 30,		December 31,
	2017		2016
Loans held for sale:
Unpaid principal balance	$	1,854,581	$	1,706,383
Fair value adjustment		73,208		42,115
	$	1,927,789	$	1,748,498
IRLCs:
Unpaid principal balance	$	1,506,302	$	944,550
Fair value adjustment		33,945		23,269
	$	1,540,247	$	967,819

The mortgage origination segment uses forward commitments to mitigate interest rate risk associated with its loans held for sale and IRLCs. The notional amounts of these forward commitments at June 30, 2017 and December 31, 2016 were $2.6 billion and $2.1 billion, respectively, while the related estimated fair values were $7.3 million and $8.5 million, respectively.

Covered Loan Portfolio

Banking Segment

Loans acquired in the FNB Transaction that are subject to loss-share agreements with the FDIC are referred to as “covered loans” and reported separately in our consolidated balance sheets. Under the terms of the loss-share agreements, the FDIC has agreed to reimburse the Bank the following amounts with respect to the covered assets (including covered loans): (i) 80% of net losses on the first $240.4 million of net losses incurred; (ii) 0% of net losses in excess of $240.4 million up to and including $365.7 million of net losses incurred; and (iii) 80% of net losses in excess of $365.7 million of net losses incurred. Net losses are defined as book value losses plus certain defined expenses incurred in the resolution of assets, less subsequent recoveries. Under the loss-share agreement for commercial assets, the amount of subsequent recoveries that are reimbursable to the FDIC for a particular asset is limited to book value losses and expenses actually billed plus any book value charge-offs incurred prior to September 13, 2013 (the “Bank Closing Date”). There is no limit on the amount of subsequent recoveries reimbursable to the FDIC under the loss-share agreement for single family residential assets. The loss-share agreements for commercial and single family residential assets are in effect for five years and ten years, respectively, and the loss recovery provisions to the FDIC are in effect for eight years and ten years, respectively, from the Bank Closing Date. As part of the loss-share agreements, the Bank is subject to annual FDIC compliance audits. In accordance with the loss-share agreements, the Bank may be required to make a “true-up” payment to the FDIC approximately ten years following the Bank Closing Date if our actual net realized losses over the life of the loss-share agreements are less than the FDIC’s initial estimate of losses on covered assets. The “true-up” payment is calculated using a defined formula set forth in the Purchase and Assumption Agreement by and among the FDIC (as receiver of FNB), the Bank and the FDIC (the “P&A Agreement”). As of June 30, 2017, the Bank projects that the sum of actual plus projected covered losses and reimbursable expenses subject to the loss-share agreements will be less than $240.4 million. As a result, the Bank has recorded, and expects that it will continue to record, amortization associated with its FDIC Indemnification Asset. As of June 30, 2017, the Bank had billed $179.6 million of covered net losses to the FDIC, of which 80%, or $143.7 million, were reimbursable under the loss-share agreements. As of June 30, 2017, the Bank had received aggregate reimbursements of $143.7 million from the FDIC. While the ultimate amount of any “true-up” payment is unknown at this time and will vary based upon the amount of future losses or recoveries within our covered loan portfolio, the Bank has recorded a related “true-up” payment accrual of $15.9 million at June 30, 2017 based on the current estimate of aggregate realized losses on covered assets over the life of the loss-share agreements. Additionally, as estimates of realized losses on covered assets change, the value of the FDIC Indemnification Asset will be adjusted and therefore may not be realized. As noted above, if the Bank continues to experience favorable resolutions within its covered assets portfolio and covered losses, the Bank will be required to increase its “true-up” payment accrual and recognize amortization on the FDIC Indemnification Asset.

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In connection with the FNB Transaction, the Bank acquired loans both with and without evidence of credit quality deterioration since origination. Based on purchase date valuations, the banking segment’s portfolio of acquired covered loans had a fair value of $1.1 billion as of the Bank Closing Date, with no carryover of any allowance for loan losses. Unless the banking segment acquires additional loans subject to loss-share agreements with the FDIC, the covered portfolio will continue to decrease as covered loans are liquidated.

Covered loans held for investment are detailed in the table below and classified by portfolio segment (in thousands).


	Loans, excluding		PCI		Total
June 30, 2017	PCI Loans		Loans		Loans
Commercial and industrial	$	1,068	$	581	$	1,649
Real estate		103,285		96,560		199,845
Construction and land development		3,288		2,454		5,742
Covered loans, gross		107,641		99,595		207,236
Allowance for loan losses		(38)		(1,321)		(1,359)
Covered loans, net of allowance	$	107,603	$	98,274	$	205,877


	Loans, excluding		PCI		Total
December 31, 2016	PCI Loans		Loans		Loans
Commercial and industrial	$	1,185	$	1,512	$	2,697
Real estate		117,431		127,038		244,469
Construction and land development		3,757		5,204		8,961
Covered loans, gross		122,373		133,754		256,127
Allowance for loan losses		(69)		(344)		(413)
Covered loans, net of allowance	$	122,304	$	133,410	$	255,714

At June 30, 2017, the banking segment had covered loan concentrations (loans to borrowers engaged in similar activities) that exceeded 10% of total covered loans in its real estate portfolio. The areas of concentration within our covered real estate portfolio were non-construction residential real estate loans and non-construction commercial real estate loans, which represented 74.7% and 21.7%, respectively, of the banking segment’s total covered loans at June 30, 2017. The banking segment’s covered loan concentrations were within regulatory guidelines at June 30, 2017.

Allowance for Loan Losses

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in our existing non-covered and covered loan portfolios. Management has responsibility for determining the level of the allowance for loan losses, subject to review by the Loan Review Committee of the Bank’s board of directors.

It is management’s responsibility to, at the end of each quarter, or more frequently as deemed necessary, analyze the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio. Estimated credit losses are the probable current amount of loans that we will be unable to collect given facts and circumstances as of the evaluation date. When management determines that a loan, or portion thereof, is uncollectible, the loan, or portion thereof, is charged-off against the allowance for loan losses, or for acquired loans accounted for in pools, charged against the pool discount. Recoveries on charge-offs of loans acquired in the Bank Transactions that occurred prior to their acquisition represent contractual cash flows not expected to be collected and are recorded as accretion income. Recoveries on acquired loans charged-off subsequent to their acquisition are credited to the allowance for loan loss, except for recoveries on loans accounted for in pools, which are credited to the pool discount.

In connection with the Bank Transactions, we acquired loans both with and without evidence of credit quality deterioration since origination. PCI loans acquired in the PlainsCapital Merger are accounted for on an individual loan basis, while PCI loans acquired in each of the FNB Transaction and the SWS Merger are accounted for in pools as well as on an individual loan basis. We have established under our PCI accounting policy a framework to aggregate certain acquired loans into various loan pools based on a minimum of two layers of common risk characteristics for the purpose of determining their respective fair values as of their acquisition dates, and for applying the subsequent recognition and measurement provisions for income accretion and impairment testing. The common risk characteristics used for the

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pooling of the FNB and SWS PCI loans are risk grade and loan collateral type. The loans acquired in the Bank Transactions were initially recorded at fair value with no carryover of any allowance for loan losses.

Provisions for loan losses are charged to operations to record the total allowance for loan losses at a level deemed appropriate by the banking segment’s management based on such factors as the volume and type of lending it conducted, the amount of non-performing loans and related collateral security, the present level of the allowance for loan losses, the results of recent regulatory examinations, generally accepted accounting principles, general economic conditions and other factors related to the ability to collect loans in its portfolio. The provision for loan losses, primarily attributable to the banking segment, was $5.9 million and $28.9 million during the three months ended June 30, 2017 and 2016, respectively, and $7.6 million and $32.3 million during the six months ended June 30, 2017 and 2016, respectively. The significant decreases in the provision for losses during the three and six months ended June 30, 2017, compared with the same periods in 2016, was primarily the result of the previously mentioned $24.5 million charge-off of a single large loan during the second quarter of 2016.

The allowance for loan losses is subject to regulatory examination, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance. While we believe we have an appropriate allowance for our existing non-covered and covered portfolios at June 30, 2017, additional provisions for losses on existing loans may be necessary in the future.

The following tables present the activity in our allowance for loan losses within our non-covered and covered loan portfolios for the periods presented (in thousands). Substantially all of the activity shown below occurred within the banking segment.


	Three Months Ended June 30,				Six Months Ended June 30,
Non-Covered Portfolio	2017		2016		2017			2016
Balance, beginning of period	$	55,157	$	48,450	$	54,186		$	45,415
Provisions charged to operations		4,893		28,693		6,102			32,378
Recoveries of non-covered loans previously charged off:
Commercial and industrial		620		481		1,060			1,138
Real estate		61		112		97			169
Construction and land development		—		—		—			—
Consumer		22		44		40			84
Broker-dealer		—		—		—			—
Total recoveries		703		637		1,197			1,391
Non-covered loans charged off:
Commercial and industrial		1,200		25,433		1,805			26,783
Real estate		218		1,298		300			1,298
Construction and land development		—		—		11			—
Consumer		127		37		161			89
Broker-dealer		—		(1)		—			1
Total charge-offs		1,545		26,767		2,277			28,171
Net charge-offs		(842)		(26,130)		(1,080)			(26,780)
Balance, end of period	$	59,208	$	51,013	$	59,208		$	51,013
Non-covered allowance for loan losses as a percentage of gross non-covered loans						0.97	%		0.93	%

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	Three Months Ended June 30,				Six Months Ended June 30,
Covered Portfolio	2017		2016		2017			2016
Balance, beginning of period	$	753	$	1,217	$	413		$	1,532
Provisions charged to (recapture from) operations		960		183		1,456			(95)
Recoveries of covered loans previously charged off:
Commercial and industrial		3		—		6			—
Real estate		1		10		5			17
Construction and land development		4		101		6			101
Total recoveries		8		111		17			118
Covered loans charged off:
Commercial and industrial		—		—		6			6
Real estate		362		26		521			42
Construction and land development		—		30		—			52
Total charge-offs		362		56		527			100
Net recoveries (charge-offs)		(354)		55		(510)			18
Balance, end of period	$	1,359	$	1,455	$	1,359		$	1,455
Covered allowance for loan losses as a percentage of gross covered loans						0.66	%		0.45	%

The distribution of the allowance for loan losses among loan types and the percentage of the loans for that type to gross loans, excluding unearned income, within our non-covered and covered loan portfolios are presented in the tables below (dollars in thousands).


	June 30, 2017				December 31, 2016
			% of				% of
			Gross				Gross
			Non-				Non-
			Covered				Covered
Non-Covered Portfolio	Reserve		Loans		Reserve		Loans
Commercial and industrial	$	21,834	28.61	%	$	21,369	29.03	%
Real estate (including construction and land development)		36,379	62.64	%		32,238	61.67	%
Consumer		524	0.70	%		424	0.71	%
Broker-dealer		471	8.05	%		155	8.59	%
Total	$	59,208	100.00	%	$	54,186	100.00	%


	June 30, 2017				December 31, 2016
			% of				% of
			Gross				Gross
			Covered				Covered
Covered Portfolio	Reserve		loans		Reserve		Loans
Commercial and industrial	$	47	0.80	%	$	35	1.05	%
Real estate (including construction and land development)		1,312	99.20	%		378	98.95	%
Total	$	1,359	100.00	%	$	413	100.00	%

Potential Problem Loans

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties. Management monitors these loans and reviews their performance on a regular basis. Potential problem loans contain potential weaknesses that could improve, persist or further deteriorate. If such potential weaknesses persist without improving, the loan is subject to downgrade, typically to substandard, in three to six months. Potential problem loans are assigned a grade of special mention within our risk grading matrix. Potential problem loans do not include PCI loans because PCI loans exhibited evidence of credit deterioration at acquisition that made it probable that all contractually required principal payments would not be collected. Within our non-covered loan portfolio, we had eight credit relationships totaling $16.6 million of potential problem loans at June 30, 2017, compared with four credit relationships totaling $3.8 million of non-covered potential problem loans at December 31, 2016. Within our covered loan portfolio, we had one credit relationship totaling $0.4 million of potential problem loans at June 30, 2017, compared with one credit relationship totaling $0.5 million of potential problem loans at December 31, 2016.

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Non-Performing Assets

The following table presents components of our non-covered non-performing assets (dollars in thousands).


	June 30,			December 31,
	2017			2016
Non-covered loans accounted for on a non-accrual basis:
Commercial and industrial	$	13,818		$	9,515
Real estate		14,877			13,932
Construction and land development		632			755
Consumer		208			244
Broker-dealer		—			—
	$	29,535		$	24,446

Non-covered non-performing loans as a percentage of total non-covered loans		0.36	%		0.32	%

Non-covered other real estate owned	$	4,591		$	4,507

Other repossessed assets	$	723		$	1,117

Non-covered non-performing assets	$	34,849		$	30,070

Non-covered non-performing assets as a percentage of total assets		0.26	%		0.24	%

Non-covered loans past due 90 days or more and still accruing	$	48,757		$	47,486

Troubled debt restructurings included in accruing non-covered loans	$	1,170		$	1,196

At June 30, 2017, total non-covered non-performing assets increased $4.7 million to $34.8 million, compared with $30.1 million at December 31, 2016. Non-covered non-performing loans totaled $29.5 million at June 30, 2017 and $24.4 million at December 31, 2016. At June 30, 2017, non-covered non-accrual loans included 21 commercial and industrial relationships with loans of $13.8 million secured by accounts receivable, life insurance, oil and gas, livestock and equipment. Non-covered non-accrual loans at June 30, 2017 also included $14.9 million characterized as real estate loans, including six commercial real estate loan relationships of $11.6 million and $3.3 million in loans secured by residential real estate, $1.2 million of which were classified as loans held for sale, as well as construction and land development loans of $0.6 million. At December 31, 2016, non-covered non-accrual loans included 19 commercial and industrial relationships with loans of $9.5 million secured by accounts receivable, life insurance, oil and gas, livestock, and equipment. Non-covered non-accrual loans at December 31, 2016 also included $13.9 million characterized as real estate loans, including five commercial real estate loan relationships totaling $11.0 million and $2.9 million in loans secured by residential real estate, $1.7 million of which were classified as loans held for sale, as well as construction and land development loans of $0.8 million.

Non-covered OREO increased $0.1 million to $4.6 million at June 30, 2017, compared with $4.5 million at December 31, 2016. Changes in non-covered OREO included the addition of three properties totaling $0.4 million and the disposal of three properties of $0.2 million. At June 30, 2017, non-covered OREO included commercial properties of $4.1 million and other real estate properties of $0.5 million, while at December 31, 2016, non-covered OREO included commercial properties of $4.2 million and other real estate properties of $0.3 million.

Non-covered non-PCI loans past due 90 days or more and still accruing were $48.8 million and $47.5 million at June 30, 2017 and December 31, 2016, respectively, substantially all of which were loans held for sale and guaranteed by U.S. Government agencies, including loans that are subject to repurchase, or have been repurchased, by PrimeLending.

At June 30, 2017, troubled debt restructurings (“TDRs”) on non-covered loans totaled $8.7 million. These TDRs were comprised of $1.2 million of non-covered loans that are considered to be performing and non-covered non-performing loans of $7.5 million reported in non-accrual loans. At December 31, 2016, TDRs on non-covered loans totaled $6.4 million, of which $1.2 million related to non-covered loans that are considered to be performing and non-covered non-performing loans of $5.2 million reported in non-accrual loans.

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The following table presents components of our covered non-performing assets (dollars in thousands).


	June 30,			December 31,
	2017			2016
Covered loans accounted for on a non-accrual basis:
Commercial and industrial	$	96		$	52
Real estate		2,904			3,765
Construction and land development		14			19
	$	3,014		$	3,836

Covered non-performing loans as a percentage of total covered loans		1.45	%		1.50	%

Covered other real estate owned:
Real estate - residential	$	5,029		$	7,396
Real estate - commercial		7,664			9,558
Construction and land development - residential		5,103			7,926
Construction and land development - commercial		24,508			26,762
	$	42,304		$	51,642

Other repossessed assets	$	—		$	—

Covered non-performing assets	$	45,318		$	55,478

Covered non-performing assets as a percentage of total assets		0.34	%		0.44	%

Covered loans past due 90 days or more and still accruing	$	38		$	173

Troubled debt restructurings included in accruing covered loans	$	496		$	503

At June 30, 2017, covered non-performing assets decreased by $10.2 million to $45.3 million, compared with $55.5 million at December 31, 2016, due to decreases in covered non-accrual loans of $0.8 million and covered other real estate owned of $9.3 million. Covered non-performing loans totaled $3.0 million at June 30, 2017 and $3.8 million at December 31, 2016. At June 30, 2017, covered non-performing loans included two commercial and industrial relationship of $0.1 million and one residential real estate loan relationship of $2.9 million. At December 31, 2016, covered non-performing loans included one commercial and industrial relationship of $0.1 million and 31 residential real estate loan relationships of $3.0 million.

OREO acquired in the FNB Transaction that is subject to the FDIC loss-share agreements is referred to as “covered OREO” and reported separately in our consolidated balance sheets. Covered OREO decreased $9.3 million to $42.3 million at June 30, 2017, compared with $51.6 million at December 31, 2016. The decrease was primarily due to the disposal of 94 properties totaling $12.3 million and fair value valuation decreases of $2.1 million, partially offset by the addition of 39 properties totaling $5.1 million.

Covered non-PCI loans past due 90 days or more and still accruing totaled $38 thousand at June 30, 2017 and included one residential real estate loan. At December 31, 2016, covered non-PCI loans past due 90 days or more and still accruing totaled $0.2 million and included one residential real estate loan and one commercial and industrial loan.

At June 30, 2017, TDRs on covered loans totaled $1.3 million, of which $0.5 million relate to covered loans that are considered to be performing and covered non-performing loans of $0.8 million included in non-accrual loans. At December 31, 2016, TDRs on covered loans totaled $1.4 million, of which $0.5 million related to covered loans that are considered to be performing and covered non-performing loans of $0.9 million included in non-accrual loans.

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Insurance Losses and Loss Adjustment Expenses

At June 30, 2017 and December 31, 2016, our gross reserve for unpaid losses and LAE was $38.2 million and $35.8 million, respectively, including estimated recoveries from reinsurance of $3.2 million and $9.4 million, respectively. The liability for insurance losses and LAE represents estimates of the ultimate unpaid cost of all losses incurred, including losses for claims that have not yet been reported, less a reduction for reinsurance recoverables related to those liabilities. Separately for each of NLIC and ASIC and each line of business, our actuaries estimate the liability for unpaid losses and LAE by first estimating ultimate losses and LAE amounts for each year, prior to recognizing the impact of reinsurance. The amount of liabilities for reported claims is based primarily on a claim-by-claim evaluation of coverage, liability, injury severity or scope of property damage, and any other information considered relevant to estimating exposure presented by the claim.

NLC’s liabilities for unpaid losses represent the best estimate at a given point in time of what it expects to pay claimants, based on facts, circumstances and historical trends then known. During the loss settlement period, additional facts regarding individual claims may become known and, consequently, it often becomes necessary to refine and adjust the estimates of liability. This process is commonly referred to as loss development. To project ultimate losses and LAE, our actuaries examine the paid and reported losses and LAE for each accident year and multiply these values by a loss development factor. The selected loss development factors are based upon a review of the loss development patterns indicated in the companies’ historical loss triangles (which utilize historical trends, adjusted for changes in loss costs, underwriting standards, policy provisions, product mix and other factors) and applicable insurance industry loss development factors. Estimating the liability for unpaid losses and LAE is inherently judgmental and is influenced by factors that are subject to significant variation. Liabilities for LAE are intended to cover the ultimate cost of settling claims, including investigation and defense of lawsuits resulting from such claims.

The reserve analysis performed by our actuaries provides preliminary central estimates of the unpaid losses and LAE. At each quarter-end, the results of the reserve analysis are summarized and discussed with our senior management. The senior management group considers many factors in determining the amount of reserves to record for financial statement purposes. These factors include the extent and timing of any recent catastrophic events, historical pattern and volatility of the actuarial indications, the sensitivity of the actuarial indications to changes in paid and reported loss patterns, the consistency of claims handling processes, the consistency of case reserving practices, changes in our pricing and underwriting, and overall pricing and underwriting trends in the insurance market.

Deposits

The banking segment’s major source of funds and liquidity is its deposit base. Deposits provide funding for its investments in loans and securities. Interest paid for deposits must be managed carefully to control the level of interest expense and overall net interest margin. The composition of the deposit base (time deposits versus interest-bearing demand deposits and savings), as discussed in more detail within the section entitled “Liquidity and Capital Resources — Banking Segment” below, is constantly changing due to the banking segment’s needs and market conditions. Average deposits totaled $7.3 billion during the six months ended June 30, 2017, and were higher than the average deposits of $7.0 billion during the six months ended June 30, 2016 and $7.1 billion during the year ended December 31, 2016. For the periods presented in the table below, the average rates paid associated with time deposits include the effects of amortization of the deposit premiums booked as a part of the Bank Transactions.

The table below presents the average balance of, and rate paid on, consolidated deposits (dollars in thousands).


	Six Months Ended June 30,								Year Ended December 31,
	2017				2016				2016
	Average		Average		Average		Average		Average		Average
	Balance		Rate Paid		Balance		Rate Paid		Balance		Rate Paid
Noninterest-bearing demand deposits	$	2,254,268	0.00	%	$	2,178,378	0.00	%	$	2,241,561	0.00	%
Interest-bearing demand deposits		3,578,808	0.25	%		3,100,110	0.15	%		3,185,006	0.14	%
Savings deposits		250,009	0.11	%		316,492	0.16	%		301,877	0.15	%
Time deposits		1,210,250	0.94	%		1,386,248	0.78	%		1,337,491	0.81	%
	$	7,293,335	0.28	%	$	6,981,228	0.23	%	$	7,065,935	0.22	%

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Borrowings

Our borrowings are shown in the table below (dollars in thousands).


	June 30, 2017				December 31, 2016
			Average				Average
	Balance		Rate Paid		Balance		Rate Paid
Short-term borrowings	$	1,515,069	1.02	%	$	1,417,289	0.65	%
Notes payable		300,283	3.64	%		317,912	3.89	%
Junior subordinated debentures		67,012	4.38	%		67,012	3.99	%
	$	1,882,364	1.79	%	$	1,802,213	1.57	%

Short-term borrowings consisted of federal funds purchased, securities sold under agreements to repurchase, borrowings at the Federal Home Loan Bank (“FHLB”) and short-term bank loans. The $97.8 million increase in short-term borrowings at June 30, 2017 compared with December 31, 2016 included an increase of $292.7 million in short-term bank loans and securities sold under agreements to repurchase used by the Hilltop Broker-Dealers to finance their activities, partially offset by a decrease in borrowings of $194.9 million in our banking segment primarily associated with the increased utilization of available internal funds. Notes payable at June 30, 2017 of $300.3 million was comprised of $148.4 million related to Senior Notes, net of loan origination fees, FHLB borrowings with an original maturity greater than one year within the banking segment of $99.8 million, insurance segment term notes of $27.5 million, and mortgage origination segment borrowings of $21.6 million. The decrease in notes payable at June 30, 2017 compared to December 31, 2016 included the payoff by NLC of its $20.0 million insurance company note payable due March 2035. The average rate paid associated with notes payable includes the effect of amortization of the premiums on FHLB borrowings booked as a part of the SWS Merger.

Liquidity and Capital Resources

Hilltop is a financial holding company whose assets primarily consist of the stock of its subsidiaries and invested assets. Hilltop’s primary investment objectives, as a holding company, are to preserve capital and have cash resources available to make acquisitions. At June 30, 2017, Hilltop had $116.7 million in cash and cash equivalents, an increase of $12.8 million from $103.9 million at December 31, 2016. This increase in cash and cash equivalents was primarily due to the net effects of Hilltop’s receipt of $75.6 million in dividends from its subsidiaries, partially offset by Hilltop’s payment of $55.0 million related to the resolution of the SWS appraisal proceeding, $16.0 million associated with our stock repurchase program, $11.6 million in cash dividends declared, and other general corporate expenses. If necessary or appropriate, we may also finance acquisitions with the proceeds from equity or debt issuances. Subject to regulatory restrictions, Hilltop has received, and may also continue to receive, dividends from its subsidiaries. We believe that Hilltop’s liquidity is sufficient for the foreseeable future, with current short-term liquidity needs including operating expenses, interest on debt obligations, dividend payments to stockholders and potential stock repurchases.

Dividend Declaration

On July 27, 2017, our Board of Directors declared a quarterly cash dividend of $0.06 per common share, payable on August 31, 2017 to all common stockholders of record as of the close of business on August 15, 2017.

Future dividends on our common stock are subject to the determination by the Board of Directors based on an evaluation of our earnings and financial condition, liquidity and capital resources, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to our common stock and other factors.

NLC Insurance Company Note Payable

On June 14, 2017, NLC paid off the $20.0 million insurance company note payable due March 2035.

Senior Notes due 2025

The Senior Notes bear interest at a rate of 5% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year. The Senior Notes will mature on April 15, 2025, unless we redeem the Senior Notes, in whole at any time or in part from time to time, on or after January 15, 2025 (three months prior to the maturity date of the Senior Notes) at our election at a redemption price equal to 100% of the principal amount of the Senior Notes to be

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redeemed plus accrued and unpaid interest to, but excluding, the redemption date. At June 30, 2017, $150.0 million of our Senior Notes was outstanding. During the three months ended June 30, 2017, we accrued interest expense of $1.9 million on the Senior Notes.

Stock Repurchase Program

During January 2017, our board of directors reauthorized the stock repurchase program originally approved during the second quarter of 2016 through January 2018. Pursuant to the stock repurchase program, we are authorized to repurchase, in the aggregate, up to $50.0 million of our outstanding common stock. Under the stock repurchase program authorized, we may repurchase shares in open-market purchases or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Exchange Act. The extent to which the Company repurchases its shares and the timing of such repurchases depends upon market conditions and other corporate considerations, as determined by Hilltop’s management team. Repurchased shares will be returned to the pool of authorized but unissued shares of common stock. During the six months ended June 30, 2017, the Company paid $16.0 million to repurchase an aggregate of 605,431 shares of common stock at an average price of $26.42 per share. The purchases were funded from available cash balances.

Loss-Share Agreements

In connection with the FNB Transaction, the Bank entered into two loss-share agreements with the FDIC that collectively cover $1.2 billion of loans and OREO acquired in the FNB Transaction, which we refer to as “covered assets”. Pursuant to the loss-share agreements, the FDIC has agreed to reimburse the Bank the following amounts with respect to the covered assets: (i) 80% of net losses on the first $240.4 million of net losses incurred; (ii) 0% of net losses in excess of $240.4 million up to and including $365.7 million of net losses incurred; and (iii) 80% of net losses in excess of $365.7 million of net losses incurred. Net losses are defined as book value losses plus certain defined expenses incurred in the resolution of assets, less subsequent recoveries. Under the loss-share agreement for commercial assets, the amount of subsequent recoveries that are reimbursable to the FDIC for a particular asset is limited to book value losses and expenses actually billed plus any book value charge-offs incurred prior to the Bank Closing Date. There is no limit on the amount of subsequent recoveries reimbursable to the FDIC under the loss-share agreement for single family assets. The loss-share agreements for commercial and single family residential loans are in effect for 5 years and 10 years, respectively, from the Bank Closing Date and the loss recovery provisions to the FDIC are in effect for 8 years and 10 years, respectively, from the Bank Closing Date. As part of the loss-share agreements, the Bank is subject to annual FDIC compliance audits. In accordance with the loss-share agreements, the Bank may be required to make a “true-up” payment to the FDIC approximately ten years following the Bank Closing Date if our actual net realized losses over the life of the loss-share agreements are less than the FDIC’s initial estimate of losses on covered assets. The “true-up” payment is calculated using a defined formula set forth in the P&A Agreement. While the ultimate amount of any “true-up” payment is unknown at this time and will vary based upon the amount of future losses or recoveries within our covered loan portfolio, the Bank has recorded a related “true-up” payment accrual of $15.9 million at June 30, 2017 based on the current estimate of aggregate realized losses on covered assets over the life of the loss-share agreements.

Regulatory Capital

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy and regulatory requirements, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III also implemented a capital conservation buffer, which requires a banking organization to hold a buffer above its minimum risk-based capital requirements. This buffer helps to ensure that banking organizations conserve capital when it is most needed, allowing them to better weather periods of economic stress. The buffer is measured relative to risk-weighted assets. The phase-in of the capital conservation buffer requirements began on January 1, 2016 for Hilltop and PlainsCapital. Based on the actual ratios as noted above, Hilltop and PlainsCapital exceed each of the capital conservation buffer requirements in effect as of June 30, 2017, as well as the fully phased-in requirements through 2019.

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In addition, under the final rules, bank holding companies with less than $15 billion in assets as of December 31, 2009 are allowed to continue to include junior subordinated debentures in Tier 1 capital, subject to certain restrictions. However, if an institution grows to above $15 billion in assets as a result of an acquisition, or organically grows to above $15 billion in assets and then makes an acquisition, the combined trust preferred issuances must be phased out of Tier 1 and into Tier 2 capital. All of the debentures issued to the PCC Statutory Trusts I, II, III and IV (the “Trusts”), less the common stock of the Trusts, qualified as Tier 1 capital as of June 30, 2017, under guidance issued by the Board of Governors of the Federal Reserve System.

At June 30, 2017, Hilltop had a total capital to risk weighted assets ratio of 18.57%, Tier 1 capital to risk weighted assets ratio of 18.07%, common equity Tier 1 capital to risk weighted assets ratio of 17.53% and a Tier 1 capital to average assets, or leverage, ratio of 13.07%. Accordingly, Hilltop’s actual capital amounts and ratios in accordance with Basel III exceeded the regulatory capital requirements including conservation buffer in effect at the end of the period and on a fully phased-in basis as if such requirements were currently in effect.

At June 30, 2017, PlainsCapital had a total capital to risk weighted assets ratio of 14.72%, Tier 1 capital to risk weighted assets ratio of 13.95%, common equity Tier 1 capital to risk weighted assets ratio of 13.95% and a Tier 1 capital to average assets, or leverage, ratio of 12.11%. Accordingly, PlainsCapital’s actual capital amounts and ratios in accordance with Basel III resulted in it being considered “well-capitalized” and exceeded the regulatory capital requirements including conservation buffer in effect at the end of the period and on a fully phased-in basis as if such requirements were currently in effect.

We discuss regulatory capital requirements in more detail in Note 15 to our consolidated financial statements, as well as under the caption “Government Supervision and Regulation — Corporate — Capital Adequacy Requirements and BASEL III” set forth in Part I, Item I. of our 2016 Form 10-K.

Banking Segment

Within our banking segment, our primary uses of cash are for customer withdrawals and extensions of credit as well as our borrowing costs and other operating expenses. Our asset and liability group is responsible for continuously monitoring our liquidity position to ensure that our assets and liabilities are managed in a manner that will meet our short-term and long-term cash requirements. Our goal is to manage our liquidity position in a manner such that we can meet our customers’ short-term and long-term deposit withdrawals and anticipated and unanticipated increases in loan demand without penalizing earnings. Funds invested in short-term marketable instruments, the continuous maturing of other interest-earning assets, cash flows from self-liquidating investments such as mortgage-backed securities and collateralized mortgage obligations, the possible sale of available for sale securities and the ability to securitize certain types of loans provide sources of liquidity from an asset perspective. The liability base provides sources of liquidity through deposits and the maturity structure of short-term borrowed funds. For short-term liquidity needs, we utilize federal fund lines of credit with correspondent banks, securities sold under agreements to repurchase, borrowings from the Federal Reserve and borrowings under lines of credit with other financial institutions. For intermediate liquidity needs, we utilize advances from the FHLB. To supply liquidity over the longer term, we have access to brokered time deposits, term loans at the FHLB and borrowings under lines of credit with other financial institutions.

We had deposits of $7.6 billion at June 30, 2017, an increase of $510.8 million from $7.1 billion at December 31, 2016. Deposit flows are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. At June 30, 2017, money market deposits, including brokered deposits, were $2.3 billion; time deposits, including brokered deposits, were $1.4 billion; and noninterest bearing demand deposits were $2.3 billion. Money market deposits, including brokered deposits, increased by $530.6 million from $1.8 billion and time deposits, including brokered deposits, increased $175.8 million from $1.2 billion at December 31, 2016.

The Bank’s 15 largest depositors, excluding Hilltop and Hilltop Securities, accounted for 9.25% of the Bank’s total deposits, and the Bank’s five largest depositors, excluding Hilltop and Hilltop Securities, accounted for 4.75% of the Bank’s total deposits at June 30, 2017. The loss of one or more of our largest Bank customers, or a significant decline in our deposit balances due to ordinary course fluctuations related to these customers’ businesses, could adversely affect our liquidity and might require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short-term basis to replace such deposits.

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Broker-Dealer Segment

The Hilltop Broker-Dealers rely on their equity capital, short-term bank borrowings, interest-bearing and non-interest-bearing client credit balances, correspondent deposits, securities lending arrangements, repurchase agreement financings and other payables to finance their assets and operations, subject to their respective compliance with broker-dealer net capital and customer protection rules. At June 30, 2017, Hilltop Securities had credit arrangements with five unaffiliated banks of up to $725.0 million. These credit arrangements are used to finance securities owned, securities held for correspondent accounts, receivables in customer margin accounts and underwriting activities. These credit arrangements are provided on an “as offered” basis and are not committed lines of credit. In addition, Hilltop Securities has a committed revolving credit facility with an unaffiliated bank of up to $50.0 million. At June 30, 2017, Hilltop Securities had borrowed $201.0 million under its credit arrangements and had no borrowings under its credit facility.

Mortgage Origination Segment

PrimeLending funds the mortgage loans it originates through a warehouse line of credit maintained with the Bank. At June 30, 2017, PrimeLending had outstanding borrowings of $1.8 billion against the warehouse line of credit. Effective April 1, 2017, this warehouse line of credit was increased to $2.2 billion to address seasonal fluctuations in loan origination volumes. PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market, the majority with servicing released. As these mortgage loans are sold in the secondary market, PrimeLending pays down its warehouse line of credit with the Bank. In addition, PrimeLending has an available line of credit with JPMorgan Chase Bank, NA (“JPMorgan Chase”) of up to $1.0 million, of which no borrowings were outstanding at June 30, 2017.

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”). Ventures Management is the managing member and owns 51% of the membership interest in both PrimeLending Ventures, LLC (“Ventures”) and Mutual of Omaha Mortgage, LLC (“Mutual”). Ventures has available lines of credit with the Bank, Wells Fargo Bank, N.A. (“Wells Fargo”), and Texas Capital Bank (“TCB”) of up to $20.0 million, $20.0 million, and $30.0 million, respectively. At June 30, 2017, Ventures had $18.1 million and $1.0 million in borrowings under its TCB and Bank lines of credit, respectively. Mutual has available lines of credit with the Bank, Comerica Bank (“Comerica”), and TCB of up to $10.0 million, $20.0 million, and $30.0 million, respectively. At June 30, 2017, Mutual had $3.5 million in borrowings under its Comerica line of credit.

Insurance Segment

Our insurance operating subsidiary’s primary investment objectives are to preserve capital and manage for a total rate of return. NLC’s strategy is to purchase securities in sectors that represent the most attractive relative value. Bonds, cash and short-term investments of $183.0 million, or 87.6%, equity investments of $20.5 million and other investments of $5.5 million comprised NLC’s $209.0 million in total cash and investments at June 30, 2017. NLC does not currently have any significant concentration in both direct and indirect guarantor exposure or any investments in subprime mortgages. NLC has custodial agreements with Wells Fargo Bank, N.A. and an investment management agreement with DTF Holdings, LLC.

Impact of Inflation and Changing Prices

Our consolidated financial statements included herein have been prepared in accordance with GAAP, which presently require us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating costs. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the U.S. government, its agencies and various other governmental regulatory authorities.

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Off-Balance Sheet Arrangements; Commitments; Guarantees

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.

We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards until the time of loan funding. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. We assess the credit risk associated with certain commitments to extend credit and have recorded a liability related to such credit risk in our consolidated financial statements.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

In the normal course of business, the Hilltop Broker-Dealers execute, settle and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the account of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. The significant accounting policies which we believe to be the most critical in preparing our consolidated financial statements relate to allowance for loan losses, FDIC Indemnification Asset, reserve for losses and LAE, goodwill and identifiable intangible assets, mortgage loan indemnification liability, mortgage servicing rights asset and acquisition accounting. Since December 31, 2016, there have been no changes in critical accounting policies as further described under “Critical Accounting Policies and Estimates” and Note 1 to the Consolidated Financial Statements in our 2016 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our assessment of market risk as of June 30, 2017 indicates there are no material changes in the quantitative and qualitative disclosures from those previously reported in our 2016 Form 10-K, except as discussed below.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. Market risk represents the risk of loss that may result from changes in value of a financial instrument as a result of changes in interest rates, market prices and the credit perception of an issuer. The disclosure is not meant to be a precise indicator of expected future losses, but rather an indicator of reasonably possible losses, and therefore our actual results may differ from any of the following projections. This forward-looking information provides an indicator of how we view and manage our ongoing market risk exposures.

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Banking Segment

The banking segment is engaged primarily in the business of investing funds obtained from deposits and borrowings in interest-earning loans and investments, and our primary component of market risk is sensitivity to changes in interest rates. Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between interest income on loans and investments and our interest expense on deposits and borrowings. To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-bearing assets, we are subject to interest rate risk and corresponding fluctuations in net interest income.

There are several common sources of interest rate risk that must be effectively managed if there is to be minimal impact on our earnings and capital. Repricing risk arises largely from timing differences in the pricing of assets and liabilities. Reinvestment risk refers to the reinvestment of cash flows from interest payments and maturing assets at lower or higher rates. Basis risk exists when different yield curves or pricing indices do not change at precisely the same time or in the same magnitude such that assets and liabilities with the same maturity are not all affected equally. Yield curve risk refers to unequal movements in interest rates across a full range of maturities.

We have employed asset/liability management policies that attempt to manage our interest-earning assets and interest-bearing liabilities, thereby attempting to control the volatility of net interest income, without having to incur unacceptable levels of risk. We employ procedures which include interest rate shock analysis, repricing gap analysis and balance sheet decomposition techniques to help mitigate interest rate risk in the ordinary course of business. In addition, the asset/liability management policies permit the use of various derivative instruments to manage interest rate risk or hedge specified assets and liabilities.

An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate change in line with general market interest rates. The management of interest rate risk is performed by analyzing the maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time (“GAP”) and by analyzing the effects of interest rate changes on net interest income over specific periods of time by projecting the performance of the mix of assets and liabilities in varied interest rate environments. Interest rate sensitivity reflects the potential effect on net interest income resulting from a movement in interest rates. A company is considered to be asset sensitive, or have a positive GAP, when the amount of its interest-earning assets maturing or repricing within a given period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. Conversely, a company is considered to be liability sensitive, or have a negative GAP, when the amount of its interest-bearing liabilities maturing or repricing within a given period exceeds the amount of its interest-earning assets also maturing or repricing within that time period. During a period of rising interest rates, a negative GAP would tend to affect net interest income adversely, while a positive GAP would tend to result in an increase in net interest income. During a period of falling interest rates, a negative GAP would tend to result in an increase in net interest income, while a positive GAP would tend to affect net interest income adversely. However, it is our intent to remain relatively balanced so that changes in rates do not have a significant impact on earnings.

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As illustrated in the table below, the banking segment is asset sensitive overall. Loans that adjust daily or monthly to the Wall Street Journal Prime rate comprise a large percentage of interest sensitive assets and are the primary cause of the banking segment’s asset sensitivity. To help neutralize interest rate sensitivity, the banking segment has kept the terms of most of its borrowings under one year as shown in the following table (dollars in thousands).


	June 30, 2017
	3 Months or			> 3 Months to			> 1 Year to			> 3 Years to
	Less			1 Year			3 Years			5 Years			> 5 Years			Total
Interest sensitive assets:
Loans	$	4,770,619		$	1,015,543		$	1,377,250		$	317,225		$	182,051		$	7,662,688
Securities		131,950			138,696			250,809			92,379			384,626			998,460
Federal funds sold and securities purchased under agreements to resell		388			—			—			—			—			388
Other interest sensitive assets		228,774			—			—			—			29,131			257,905
Total interest sensitive assets		5,131,731			1,154,239			1,628,059			409,604			595,808			8,919,441

Interest sensitive liabilities:
Interest bearing checking	$	3,439,954		$	—		$	—		$	—		$	—		$	3,439,954
Savings		226,108			—			—			—			—			226,108
Time deposits		325,071			633,981			343,908			58,719			9,354			1,371,033
Notes payable and other borrowings		1,053,894			93,740			1,060			606			5,034			1,154,334
Total interest sensitive liabilities		5,045,027			727,721			344,968			59,325			14,388			6,191,429

Interest sensitivity gap	$	86,704		$	426,518		$	1,283,091		$	350,279		$	581,420		$	2,728,012

Cumulative interest sensitivity gap	$	86,704		$	513,222		$	1,796,313		$	2,146,592		$	2,728,012

Percentage of cumulative gap to total interest sensitive assets		0.97	%		5.75	%		20.14	%		24.07	%		30.59	%

The positive GAP in the interest rate analysis indicates that banking segment net interest income would generally rise if rates increase. Because of inherent limitations in interest rate GAP analysis, the banking segment uses multiple interest rate risk measurement techniques. Simulation analysis is used to subject the current repricing conditions to rising and falling interest rates in increments and decrements of 1%, 2% and 3% to determine the effect on net interest income changes for the next twelve months. The banking segment also measures the effects of changes in interest rates on economic value of equity by discounting projected cash flows of deposits and loans. Economic value changes in the investment portfolio are estimated by discounting future cash flows and using duration analysis. Investment security prepayments are estimated using current market information. We believe the simulation analysis presents a more accurate picture than the GAP analysis. Simulation analysis recognizes that deposit products may not react to changes in interest rates as quickly or with the same magnitude as earning assets contractually tied to a market rate index. The sensitivity to changes in market rates varies across deposit products. Also, unlike GAP analysis, simulation analysis takes into account the effect of embedded options in the securities and loan portfolios as well as any off-balance-sheet derivatives.

The table below shows the estimated impact of increases of 1%, 2% and 3% and a decrease of 0.5% in interest rates on net interest income and on economic value of equity for the banking segment at June 30, 2017 (dollars in thousands).


Change in	Changes in				Changes in
Interest Rates	Net Interest Income				Economic Value of Equity
(basis points)	Amount		Percent		Amount		Percent
+300	$	57,374	17.46	%	$	246,456	13.52	%
+200	$	37,201	11.32	%	$	170,111	9.33	%
+100	$	16,462	5.01	%	$	83,093	4.56	%
-50	$	(1,778)	(0.54)	%	$	(44,159)	(2.42)	%

The projected changes in net interest income and economic value of equity to changes in interest rates at June 30, 2017 were in compliance with established internal policy guidelines. These projected changes are based on numerous assumptions of growth and changes in the mix of assets or liabilities.

The historically low level of interest rates, combined with the existence of rate floors that are in effect for a portion of the loan portfolio, are projected to cause yields on our earning assets to rise more slowly than increases in market interest rates. As a result, in a rising interest rate environment, our interest rate margins are projected to compress until the rise in market interest rates is sufficient to allow our loan portfolio to reprice above applicable rate floors.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our Co-Principal Executive Officers and Principal Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, our Co-Principal Executive Officers and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including our Co-Principal Executive Officers and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of material pending legal proceedings, see the discussion set forth under the heading “Legal Matters” in Note 12 to our Consolidated Financial Statements, which is incorporated by reference herein.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed under “Item 1A. Risk Factors” of our 2016 Form 10-K. For additional information concerning our risk factors, please refer to “Item 1A. Risk Factors” of our 2016 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 20, 2017, we issued an aggregate of 4,000 shares of common stock under the Hilltop Holdings Inc. 2012 Equity Incentive Plan to certain non-employee directors as compensation for their service on our Board of Directors during the first quarter of 2017. The shares were issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act.

The following table details our repurchases of shares of common stock during the three months ended June 30, 2017.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1 - April 30, 2017	—	$	—	—	$	42,794,958
May 1 - May 31, 2017	343,823		25.58	343,823		33,990,469
June 1 - June 30, 2017	—		—	—		33,990,469
Total	343,823	$	25.58	343,823

(1)

On June 13, 2016, we announced a stock repurchase program which authorized us to repurchase, in the aggregate, up to $50.0 million of our outstanding common stock. On January 26, 2017, we announced that our board of directors reauthorized this stock repurchase program through January 2018. As of June 30, 2017, we had repurchased an aggregate of $16.0 million of our outstanding common stock under this stock repurchase program.

In addition, the resolution of the SWS appraisal proceedings resulted in 1,856,638 shares of HTH common stock, which had been held in escrow during the pendency of the proceeding, being returned to the Company’s pool of authorized but unissued shares of common stock.

Item 6. Exhibits.

A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HILLTOP HOLDINGS INC.

Date: July 27, 2017	By:	/s/ William B. Furr
		William B. Furr
		Chief Financial Officer (Principal Financial Officer and duly authorized officer)

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EXHIBIT INDEX


Exhibit Number		Description of Exhibit

2.1		Agreement and Plan of Merger by and among SWS Group, Inc., Hilltop Holdings Inc. and Peruna LLC, dated as of March 31, 2014 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 1, 2014 (File No. 001-31987) and incorporated herein by reference).

2.2		Purchase and Assumption Agreement—Whole Bank, All Deposits, dated as of September 13, 2013, by and among the Federal Deposit Insurance Corporation, receiver of First National Bank, Edinburg, Texas, PlainsCapital Bank and the Federal Deposit Insurance Corporation (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 19, 2013 (File No. 001-31987) and incorporated herein by reference).

31.1*		Certification of Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.3*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1*		Certification of Co-Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

*Filed herewith.