8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    April 25, 2017

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-31987	84-1477939
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (214) 855-2177

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b– 2 of the Securities Exchange Act of 1934.

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. ☐

Section 2 – Financial Information

Item 2.02  Results of Operations and Financial Condition.

On April 25, 2017,  Hilltop Holdings Inc., or the Company, issued a press release announcing its results of operations and financial condition as of and for the three months ended March 31, 2017. The text of the release is set forth in Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Section 8 – Other Events

Item 8.01  Other Events.

On April 25, 2017, the Board of Directors of the Company declared a quarterly cash dividend of $0.06 per common share, payable on May 31, 2017, to stockholders of record as of the close of business on May 15, 2017. 

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

The following exhibit(s) are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.

Exhibit Number	Description of Exhibit
99.1	Press Release dated April 25, 2017 (furnished pursuant to Item 2.02).

-2-

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 hereunto duly authorized.

		Hilltop Holdings Inc.,
		a Maryland corporation
Date:	April 25, 2017	By:	/s/ COREY PRESTIDGE
		Name:	Corey G. Prestidge
		Title:	Executive Vice President,
			General Counsel & Secretary

-3-

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
99.1	Press Release dated April 25, 2017 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Isabell Novakov

214-252-4029

inovakov@hilltop-holdings.com

Hilltop Holdings Inc. Announces Financial Results for First Quarter 2017

DALLAS — (BUSINESS WIRE) April 25, 2017 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the first quarter of 2017. Hilltop produced income of $26.4 million, or $0.27 per diluted share, for the first quarter of 2017, compared to $27.6 million, or $0.28 per diluted share, for the first quarter of 2016.  Hilltop’s annualized return on average assets and return on average equity for the first quarter of 2017 were 0.88% and 5.73%, respectively, compared to 0.96% and 6.32%, respectively, for the first quarter of 2016.

Hilltop also announced that its Board of Directors declared a quarterly cash dividend of $0.06 per common share, payable on May 31, 2017, to all common stockholders of record as of the close of business on May 15, 2017. Additionally, pursuant to the stock repurchase program reauthorized by the Hilltop Board of Directors in January 2017, Hilltop paid $7.2 million to repurchase and retire 261,608 shares at an average price of $27.52 per share during the first quarter of 2017. These retired shares were returned to our pool of authorized but unissued shares of common stock.

Jeremy Ford, Co-CEO of Hilltop, said, “We are off to a good start for the year with all of our business segments reporting profitable results. Our strong balance sheet and stable earnings generation enabled us to return $13 million of capital to shareholders during the quarter. We continue to focus on growing all of our core businesses to create long-term shareholder value.”

Alan White, Co-CEO of Hilltop, added, “PlainsCapital Bank maintained sound credit quality. PrimeLending increased pre-tax income by 9% year-over-year due to its focused effort on purchase mortgage loan originations. HilltopSecurities continues to benefit from its diversified revenue streams and the execution of its prior integration initiatives. National Lloyds remained profitable during the quarter despite higher than normal storm frequency. We look forward to building on this momentum for the remainder of 2017.”

First Quarter 2017 Highlights for Hilltop:

· Hilltop’s total assets were $12.3 billion at March 31, 2017, compared to $12.7 billion at December 31, 2016;

· Hilltop’s common equity increased by $15.5 million from December 31, 2016 to $1.9 billion at March 31, 2017;

· Non-covered loans1 held for investment, net of allowance for loan losses, decreased by  1.0% to $5.7 billion and covered loans1, net of allowance for loan losses, decreased by 8.2% to $234.7 million at March 31, 2017 from December 31, 2016;

· Non-covered non-performing loans increased to $28.8 million, or 0.41% of total non-covered loans, at March 31, 2017, compared to $24.4 million, or 0.32% of total non-covered loans, at December 31, 2016;

· Energy classified and criticized loans were $26.5 million at March 31, 2017, down from $28.7 million at December 31, 2016;

· Loans held for sale decreased by 26.0% to $1.3 billion from December 31, 2016 to March 31, 2017;

· Total deposits were $7.3 billion at March 31, 2017, compared to $7.1 billion at December 31, 2016;

· Hilltop maintained strong capital levels with a Tier 1 Leverage Ratio2 of 13.98% and a Common Equity Tier 1 Capital Ratio of 19.03% at March 31, 2017;

· Hilltop’s net interest margin3 decreased to 3.52% for the first quarter of 2017, from 3.80% in the fourth quarter of 2016;

· The provision for loan losses was $1.7 million during the first quarter of 2017, compared to $4.3 million in the fourth quarter of 2016;

· For the first quarter of 2017, noninterest income was $271.4 million, compared to $277.4 million in the first quarter of 2016,  a 2.1%  decrease; and

· For the first quarter of 2017, noninterest expense was $320.5 million, compared to $325.2 million in the first quarter of 2016, a 1.4%  decrease.

1   “Covered loans” refer to loans acquired in the FNB Transaction that are subject to loss-share agreements with the FDIC, while all other loans are referred to as “non-covered loans.”

2   Based on the end of period Tier 1 capital divided by total average assets during  2017, excluding goodwill and intangible assets.

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

Consolidated Financial and Other Information

Consolidated Balance Sheets	March 31,		December 31,		September 30,		June 30,		March 31,
(in 000's)	2017		2016		2016		2016		2016
Cash and due from banks	$	545,928	$	669,357	$	528,519	$	583,984	$	512,103
Federal funds sold		24,404		21,407		40,419		29,677		15,406
Securities purchased under agreements to resell		113,228		89,430		138,284		149,474		96,646
Assets segregated for regulatory purposes		166,395		180,993		173,840		120,214		120,714
Securities:
Trading, at fair value		373,300		265,534		402,104		305,418		368,425
Available for sale, at fair value		755,546		598,007		563,720		517,784		666,328
Held to maturity, at amortized cost		337,357		351,831		365,934		354,443		310,478
		1,466,203		1,215,372		1,331,758		1,177,645		1,345,231
Loans held for sale		1,329,493		1,795,463		1,673,069		1,550,475		1,344,333
Non-covered loans, net of unearned income		5,783,853		5,843,499		5,674,655		5,472,446		5,335,547
Allowance for non-covered loan losses		(55,157)		(54,186)		(52,625)		(51,013)		(48,450)
Non-covered loans, net		5,728,696		5,789,313		5,622,030		5,421,433		5,287,097
Covered loans, net of allowance for covered loan losses		234,681		255,714		292,031		322,073		346,169
Broker-dealer and clearing organization receivables		1,574,031		1,497,741		1,340,617		2,257,480		1,370,622
Premises and equipment, net		184,091		190,361		190,645		189,511		198,414
FDIC indemnification asset		47,940		71,313		73,351		74,460		80,522
Covered other real estate owned		45,374		51,642		61,988		67,634		78,890
Other assets		583,554		613,453		657,805		832,344		631,699
Goodwill		251,808		251,808		251,808		251,808		251,808
Other intangible assets, net		42,601		44,695		47,112		49,690		52,274
Total assets	$	12,338,427	$	12,738,062	$	12,423,276	$	13,077,902	$	11,731,928
Deposits:
Non-interest bearing	$	2,272,905	$	2,199,483	$	2,232,813	$	2,280,108	$	2,233,608
Interest bearing		5,056,957		4,864,328		4,797,772		4,846,705		4,750,567
Total deposits		7,329,862		7,063,811		7,030,585		7,126,813		6,984,175
Broker-dealer and clearing organization payables		1,437,548		1,347,128		1,251,839		2,111,994		1,284,016
Short-term borrowings		753,777		1,417,289		1,265,022		1,012,862		832,921
Securities sold, not yet purchased, at fair value		144,193		153,889		164,633		178,235		165,704
Notes payable		324,701		317,912		313,313		319,636		232,190
Junior subordinated debentures		67,012		67,012		67,012		67,012		67,012
Other liabilities		392,025		496,501		481,504		464,904		405,899
Total liabilities		10,449,118		10,863,542		10,573,908		11,281,456		9,971,917
Common stock		984		985		985		985		986
Additional paid-in capital		1,570,329		1,572,877		1,570,025		1,568,053		1,567,150
Accumulated other comprehensive income		897		485		8,039		8,782		6,878
Retained earnings		313,197		295,568		266,048		214,116		183,042
Deferred compensation employee stock trust, net		893		903		900		938		1,020
Employee stock trust		(300)		(309)		(309)		(347)		(428)
Total Hilltop stockholders' equity		1,886,000		1,870,509		1,845,688		1,792,527		1,758,648
Noncontrolling interests		3,309		4,011		3,680		3,919		1,363
Total stockholders' equity		1,889,309		1,874,520		1,849,368		1,796,446		1,760,011
Total liabilities & stockholders' equity	$	12,338,427	$	12,738,062	$	12,423,276	$	13,077,902	$	11,731,928

	Three Months Ended
Consolidated Income Statements	March 31,		December 31,		September 30,		June 30,		March 31,
(in 000's, except per share data)	2017		2016		2016		2016		2016
Interest income:
Loans, including fees	$	89,991	$	102,046	$	97,590	$	98,468	$	91,533
Securities borrowed		8,053		6,566		9,037		6,326		7,589
Securities:
Taxable		7,027		7,097		5,935		6,834		6,367
Tax-exempt		1,244		1,530		1,518		1,537		1,637
Other		1,926		1,096		1,183		1,037		1,028
Total interest income		108,241		118,335		115,263		114,202		108,154
Interest expense:
Deposits		4,690		3,971		3,996		4,037		3,839
Securities loaned		6,340		4,653		6,954		4,916		5,987
Short-term borrowings		1,418		1,829		1,497		1,392		1,085
Notes payable		2,814		2,856		2,793		2,618		2,582
Junior subordinated debentures		711		703		673		655		645
Other		168		199		180		187		176
Total interest expense		16,141		14,211		16,093		13,805		14,314
Net interest income		92,100		104,124		99,170		100,397		93,840
Provision for loan losses		1,705		4,347		3,990		28,876		3,407
Net interest income after provision for loan losses		90,395		99,777		95,180		71,521		90,433
Noninterest income:
Net realized gains on securities		—		—		—		(46)		46
Net gains from sale of loans and other mortgage production income		124,150		137,270		175,412		167,012		127,297
Mortgage loan origination fees		19,556		24,850		26,807		25,797		18,813
Securities commissions and fees		39,057		39,425		39,722		40,442		38,317
Investment and securities advisory fees and commissions		22,202		31,690		31,129		29,354		23,819
Net insurance premiums earned		36,140		38,344		38,747		38,721		39,733
Other		30,334		37,548		42,641		44,725		29,350
Total noninterest income		271,439		309,127		354,458		346,005		277,375
Noninterest expense:
Employees' compensation and benefits		186,559		208,760		225,194		217,398		182,761
Occupancy and equipment, net		27,293		27,154		27,460		26,971		27,833
Loss and loss adjustment expenses		21,700		14,018		16,055		37,211		21,959
Policy acquisition and other underwriting expenses		11,229		10,757		11,064		11,316		11,252
Other		73,711		95,095		84,360		74,469		81,384
Total noninterest expense		320,492		355,784		364,133		367,365		325,189
Income before income taxes		41,342		53,120		85,505		50,161		42,619
Income tax expense		15,035		17,582		33,017		18,439		14,423
Net income		26,307		35,538		52,488		31,722		28,196
Less: Net income (loss) attributable to noncontrolling interest		(127)		217		556		648		629
Income applicable to Hilltop common stockholders	$	26,434	$	35,321	$	51,932	$	31,074	$	27,567
Earnings per common share:
Basic	$	0.27	$	0.36	$	0.53	$	0.32	$	0.28
Diluted	$	0.27	$	0.36	$	0.53	$	0.32	$	0.28
Cash dividends declared per common share	$	0.06	$	0.06	$	—	$	—	$	—
Weighted average shares outstanding:
Basic		98,441		98,514		98,490		98,457		98,153
Diluted		98,757		98,810		98,625		98,586		98,669

	Three Months Ended March 31, 2017
Segment Results					Mortgage						All Other and		Hilltop
(in 000's)	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	82,082	$	8,488	$	(1,882)	$	516	$	(2,535)	$	5,431	$	92,100
Provision for loan losses		1,837		(132)		—		—		—		—		1,705
Noninterest income		12,411		82,551		143,638		38,311		1		(5,473)		271,439
Noninterest expense		60,814		81,657		131,838		37,013		9,387		(217)		320,492
Income (loss) before income taxes	$	31,842	$	9,514	$	9,918	$	1,814	$	(11,921)	$	175	$	41,342

	Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
Selected Financial Data	2017		2016		2016		2016		2016
Hilltop Consolidated:
Return on average stockholders' equity		5.73%		7.56%		11.41%		7.07%		6.32%
Return on average assets		0.88%		1.13%		1.69%		1.05%		0.96%
Net interest margin (1)		3.52%		3.80%		3.65%		3.77%		3.67%
Net interest margin (taxable equivalent) (2):
As reported		3.54%		3.82%		3.67%		3.80%		3.70%
Impact of purchase accounting		49 bps		71 bps		64 bps		72 bps		74 bps
Book value per common share ($)		19.17		18.98		18.73		18.20		17.84
Shares outstanding, end of period (000's)		98,407		98,544		98,541		98,498		98,585
Banking Segment:
Net interest margin (1)		4.21%		4.57%		4.50%		4.85%		4.70%
Net interest margin (taxable equivalent) (2):
As reported		4.23%		4.59%		4.53%		4.87%		4.73%
Impact of purchase accounting		67 bps		96 bps		90 bps		104 bps		103 bps
Accretion of discount on loans ($000's)		12,098		17,926		15,969		17,344		16,631
Non-covered net charge-offs (recoveries) ($000's)		238		3,083		3,107		26,130		650
Return on average assets		0.94%		1.09%		1.09%		0.66%		0.98%
Fee income ratio		13.13%		12.57%		12.31%		12.67%		13.08%
Efficiency ratio		64.36%		59.00%		59.59%		52.32%		64.97%
Employees' compensation and benefits ($000's)		31,512		32,350		31,167		30,847		29,125
Broker-Dealer Segment:
Employees' compensation and benefits ($000's)		57,240		62,929		68,051		63,976		57,816
Variable compensation expense ($000's)		30,808		37,984		42,446		38,750		29,431
Compensation as a % of net revenue		62.9%		58.6%		61.1%		58.0%		65.8%
Pre-tax margin		10.45%		-0.02%		15.65%		16.58%		4.28%
Mortgage Origination Segment:
Mortgage loan originations - volume ($000's):
Home purchases		2,269,138		2,772,316		3,191,851		3,261,386		2,050,825
Refinancings		555,193		1,115,764		1,300,702		889,078		878,291
Total mortgage loan originations - volume		2,824,331		3,888,080		4,492,553		4,150,464		2,929,116
Mortgage loan sales - volume ($000's)		3,275,167		3,723,751		4,349,794		3,964,190		3,117,605
Mortgage servicing rights asset ($000's) (3)		45,573		61,968		43,751		33,491		39,863
Employees' compensation and benefits ($000's)		89,958		106,894		120,548		117,537		90,690
Variable compensation expense ($000's)		46,906		64,809		75,271		74,604		51,689
Insurance Segment:
Loss and LAE ratio		60.0%		36.6%		41.4%		96.1%		55.3%
Expense ratio		38.4%		33.2%		33.6%		33.9%		33.2%
Combined ratio		98.4%		69.8%		75.0%		130.0%		88.5%
Employees' compensation and benefits ($000's)		2,780		2,262		2,401		2,304		2,178

(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. Taxable equivalent adjustments are based on a 35% federal income tax rate. 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. For the periods presented, the taxable equivalent adjustments to interest income for Hilltop Consolidated were $0.5 million, $0.6 million, $0.5 million, $0.6 million and $0.7 million, respectively, and for the Banking Segment were $0.4 million, $0.4 million, $0.4 million, $0.5 million and  $0.4 million, respectively.

(3) Reported on a consolidated basis and therefore does not include mortgage servicing rights assets related to loans serviced for the banking segment, which are eliminated in consolidation.

	March 31,		December 31,		September 30,		June 30,		March 31,
Capital Ratios	2017		2016		2016		2016		2016
Tier 1 capital (to average assets):
PlainsCapital		13.09%		12.35%		12.65%		12.72%		12.70%
Hilltop		13.98%		13.51%		13.41%		13.18%		13.35%
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		15.50%		14.64%		15.15%		14.71%		15.10%
Hilltop		19.03%		18.30%		17.80%		16.67%		17.56%
Tier 1 capital (to risk-weighted assets):
PlainsCapital		15.50%		14.64%		15.15%		14.77%		15.12%
Hilltop		19.62%		18.87%		18.37%		17.26%		18.17%
Total capital (to risk-weighted assets):
PlainsCapital		16.30%		15.38%		15.90%		15.51%		15.87%
Hilltop		20.12%		19.34%		18.82%		17.69%		18.60%

	March 31,		December 31,		September 30,		June 30,		March 31,
Non-Covered Non-Performing Loans Portfolio Data	2017		2016		2016		2016		2016
Non-covered loans accounted for on a non-accrual basis ($000's):
Commercial and industrial		13,490		9,515		19,651		18,412		19,179
Real estate		14,437		13,932		4,817		4,777		7,802
Construction and land development		661		755		703		139		102
Consumer		223		244		50		61		1
Broker-dealer		—		—		—		—		—
		28,811		24,446		25,221		23,389		27,084
Non-covered non-performing loans as a % of total non-covered loans		0.41%		0.32%		0.34%		0.33%		0.40%
Non-covered other real estate owned ($000's)		4,556		4,507		3,063		2,656		543
Other repossessed assets ($000's)		681		1,117		1,654		—		30
Non-covered non-performing assets ($000's)		34,048		30,070		29,938		26,045		27,657
Non-covered non-performing assets as a % of total assets		0.28%		0.24%		0.24%		0.20%		0.24%
Non-covered non-PCI loans past due 90 days or more and still accruing ($000's)		42,767		47,486		41,824		50,032		51,943
Troubled debt restructurings included in accruing non-covered loans ($000's)		1,180		1,196		1,216		1,235		1,409

	March 31,		December 31,		September 30,		June 30,		March 31,
PlainsCapital Bank - Energy Exposure	2017		2016		2016		2016		2016
Select Energy Statistics
Outstanding energy loan balance ($MM)		149.1		166.5		168.8		223.6		233.5
Energy unfunded commitments ($MM)		130.4		121.4		120.7		88.5		102.9
Energy loans as a % of total loans		2.7%		3.0%		3.1%		4.2%		4.5%
Classified and criticized energy loans ($MM):
Criticized energy loans		0.0		0.0		1.8		12.7		13.0
Performing classified energy loans		22.5		23.5		24.2		22.1		33.4
Non-performing classified energy loans		4.0		5.2		13.4		6.7		4.9
		26.5		28.7		39.4		41.5		51.3
Unimpaired energy reserves ($MM)		10.6		10.6		10.0		9.8		9.2
Energy reserves as a % of energy loans		7.1%		6.5%		6.7%		4.7%		4.3%
Energy NCOs ($MM)		0.0		1.5		1.0		0.4		0.2
Energy Portfolio Breakdown
Exploration and production		13%		11%		13%		10%		13%
Services:
Field services		24%		22%		26%		22%		22%
Pipeline construction		22%		21%		21%		15%		15%
		46%		43%		47%		37%		37%
Midstream:
Distribution		18%		30%		21%		38%		37%
Transportation		10%		9%		11%		9%		7%
		28%		39%		32%		47%		44%
Other:
Wholesalers		1%		1%		1%		1%		1%
Equipment rentals		0%		0%		0%		0%		0%
Equipment wholesalers		12%		6%		7%		5%		5%
Total		100%		100%		100%		100%		100%

	Three Months Ended March 31,
	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)	$	7,094,928	$	89,990	5.08	%	$	6,733,697	$	91,551	5.41	%
Investment securities - taxable		1,088,010		7,004	2.59	%		1,044,705		6,348	2.44	%
Investment securities - non-taxable (2)		219,396		1,750	3.20	%		261,656		2,327	3.56	%
Federal funds sold and securities purchased under agreements to resell		117,661		23	0.08	%		125,308		26	0.08	%
Interest-bearing deposits in other financial institutions		498,550		902	0.73	%		428,082		474	0.45	%
Securities borrowed		1,487,079		8,053	2.17	%		1,544,744		7,589	1.94	%
Other		91,298		1,024	4.51	%		65,739		530	3.24	%
Interest-earning assets, gross (2)		10,596,922		108,746	4.11	%		10,203,931		108,845	4.24	%
Allowance for loan losses		(55,630)						(48,851)
Interest-earning assets, net		10,541,292						10,155,080
Noninterest-earning assets		1,572,096						1,596,627
Total assets	$	12,113,388					$	11,751,707
Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	4,936,895	$	4,690	0.39	%	$	4,784,004	$	4,102	0.34	%
Securities loaned		1,361,759		6,340	1.89	%		1,441,346		5,987	1.67	%
Notes payable and other borrowings		1,049,517		5,111	1.96	%		1,003,461		4,523	1.81	%
Total interest-bearing liabilities		7,348,171		16,141	0.89	%		7,228,811		14,612	0.81	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,234,789						2,153,901
Other liabilities		656,854						624,971
Total liabilities		10,239,814						10,007,683
Stockholders’ equity		1,870,441						1,743,209
Noncontrolling interest		3,133						815
Total liabilities and stockholders' equity	$	12,113,388					$	11,751,707
Net interest income (2)			$	92,605					$	94,233
Net interest spread (2)					3.22	%					3.43	%
Net interest margin (2)					3.54	%					3.70	%

(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 $0.7  million for the  three months ended March 31, 2017 and 2016, respectively.

Conference Call Information

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern) on Wednesday, April 26, 2017. Hilltop Co-CEOs Jeremy B. Ford and Alan B. White and other key management members will review first quarter 2017 financial results. Interested parties can access the conference call by dialing 1-877-508-9457 (domestic) or 1-412-317-0789 (international). The conference call also will be webcast simultaneously on Hilltop’s Investor Relations website (http://ir.hilltop-holdings.com).

About Hilltop

Hilltop Holdings is a Dallas-based financial holding company. Its primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank. PlainsCapital Bank’s wholly owned subsidiary, PrimeLending, provides residential mortgage lending throughout the United States. Hilltop Holdings’ broker-dealer subsidiaries, Hilltop Securities Inc. and Hilltop Securities Independent Network Inc., provide a full complement of securities brokerage, institutional and investment banking services in addition to clearing services and retail financial advisory. Through Hilltop Holdings’ other wholly owned subsidiary, National Lloyds Corporation, it provides property and casualty insurance through two insurance companies, National Lloyds Insurance Company and American Summit Insurance Company. At March 31, 2017,  Hilltop employed approximately 5,400 people and operated approximately 460 locations in 44 states. Hilltop Holdings' common stock is listed on the New York Stock Exchange under the symbol "HTH." Find more information at Hilltop-Holdings.com, PlainsCapital.com, PrimeLending.com, Nationallloydsinsurance.com and Hilltopsecurities.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results,

performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning such things as our plans, objectives, strategies, expectations and intentions and other statements that are not statements of historical fact, and may be identified by 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. For a discussion of certain factors that could cause our actual results to differ materially from those described in the forward-looking statements, please see the risk factors discussed in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

Source: Hilltop Holdings Inc.