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):    October 26, 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.)

2323 Victory Avenue, Suite 1400
Dallas, Texas	75219
(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 October 26, 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 September 30, 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 October 26, 2017, the Board of Directors of the Company declared a quarterly cash dividend of $0.06 per common share, payable on November 30, 2017, to stockholders of record as of the close of business on November 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 October 26, 2017 (furnished pursuant to Item 2.02).

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:	October 26, 2017	By:	/s/ COREY PRESTIDGE
		Name:	Corey G. Prestidge
		Title:	Executive Vice President,
			General Counsel & Secretary

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 Third Quarter 2017

DALLAS — (BUSINESS WIRE) October 26, 2017 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the third quarter of 2017. Hilltop produced income of $30.2 million, or $0.31 per diluted share, for the third quarter of 2017, compared to $51.9 million, or $0.53 per diluted share, for the third quarter of 2016.  Hilltop’s annualized return on average assets and return on average equity for the third quarter of 2017 were 0.90% and 6.32%,  respectively, compared to 1.69% and 11.41%, respectively, for the third quarter of 2016. During August and September 2017, Hurricanes Harvey and Irma affected both Hilltop and its customers. The estimated pre-tax earnings impact from these hurricanes on our third quarter operating results was $9.8  million.

Hilltop also announced that its Board of Directors declared a quarterly cash dividend of $0.06 per common share, payable on November 30, 2017, to all common stockholders of record as of the close of business on November 15, 2017. Additionally, pursuant to the stock repurchase program reauthorized by the Hilltop Board of Directors in January 2017, Hilltop  paid $11.4 million to repurchase 452,225 shares at an average price of $25.14 per share during the third quarter of 2017. These shares were returned to the pool of authorized but unissued shares of common stock. 

Jeremy Ford, Co-CEO of Hilltop, said, “Hilltop’s results in the third quarter of 2017 further support our diversified operating model and reinforce our strong risk management fundamentals. While the storm activity within the quarter impacted all of our businesses, we mitigated a significant portion of the risk through diversification and reinsurance. Additionally, during the third quarter of 2017 we returned $17.2 million of capital to our shareholders through dividends and share repurchases.”

Alan White, Co-CEO of Hilltop, added, “Our team continues to deliver for our company, our shareholders and the communities we serve. With the exclusion of the insurance business, which was most significantly impacted by the hurricanes, all of our businesses generated solid profits as we continue to grow commercial loans and core deposits, improve margins in the securities business and produce solid mortgage results in a purchase-focused market.”

Third Quarter 2017 Highlights for Hilltop:

· Hilltop’s total assets were $13.5 billion at September 30, 2017, compared to $13.3 billion at June 30, 2017;

· Hilltop’s common equity increased by $16.0 million from June 30, 2017 to $1.9 billion at September 30, 2017;

· Non-covered loans1 held for investment, net of allowance for loan losses, increased by 0.5% to $6.1 billion and covered loans1, net of allowance for loan losses, decreased by 8.6% to $188.3 million at September 30, 2017 compared to June 30, 2017;

· Non-covered non-performing loans  increased to $40.1 million, or 0.50% of total non-covered loans, at September 30, 2017, compared to $29.5 million, or 0.36% of total non-covered loans, at June 30, 2017;

· Energy classified and criticized loans were $24.4 million at September 30, 2017,  decreasing from  $26.9 million at June 30, 2017;

· Loans held for sale decreased by 3.0% from June 30, 2017 to $1.9 billion at September 30, 2017;

· Total deposits were $7.7 billion at September 30, 2017, compared to $7.6 billion at June 30, 2017;

· Hilltop maintained strong capital levels with a Tier 1 Leverage Ratio2 of 12.87% and a Common Equity Tier 1 Capital Ratio of 17.66% at September 30, 2017;

· Hilltop’s net interest margin3decreased to 3.50% for the third quarter of 2017, from 4.04% in the second quarter of 2017;

· The provision for loan losses was $1.3 million during the third quarter of 2017, compared to $5.9 million in the second quarter of 2017;  

· For the third quarter of 2017, noninterest income was $298.5 million, compared to $354.5 million in the third quarter of 2016,  a 15.8%  decrease; and 

· For the third quarter of 2017, noninterest expense was $353.8 million, compared to $364.1 million in the third quarter of 2016, a 2.8%  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  the nine months ended September 30, 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	September 30,		June 30,		March 31,		December 31,		September 30,
(in 000's)	2017		2017		2017		2016		2016
Cash and due from banks	$	354,569	$	405,938	$	545,928	$	669,357	$	528,519
Federal funds sold		400		388		24,404		21,407		40,419
Securities purchased under agreements to resell		134,654		125,188		113,228		89,430		138,284
Assets segregated for regulatory purposes		207,336		167,565		166,395		180,993		173,840
Securities:
Trading, at fair value		676,411		471,485		373,300		265,534		402,104
Available for sale, at fair value		765,542		763,206		755,546		598,007		563,720
Held to maturity, at amortized cost		368,031		359,847		337,357		351,831		365,934
		1,809,984		1,594,538		1,466,203		1,215,372		1,331,758
Loans held for sale		1,939,321		2,000,257		1,329,493		1,795,463		1,673,069
Non-covered loans, net of unearned income		6,148,813		6,118,211		5,783,853		5,843,499		5,674,655
Allowance for non-covered loan losses		(58,779)		(59,208)		(55,157)		(54,186)		(52,625)
Non-covered loans, net		6,090,034		6,059,003		5,728,696		5,789,313		5,622,030
Covered loans, net of allowance for covered loan losses		188,269		205,877		234,681		255,714		292,031
Broker-dealer and clearing organization receivables		1,672,123		1,552,525		1,574,031		1,497,741		1,340,617
Premises and equipment, net		176,281		183,994		184,091		190,361		190,645
FDIC indemnification asset		33,143		40,304		47,940		71,313		73,351
Covered other real estate owned		40,343		42,304		45,374		51,642		61,988
Other assets		596,095		618,368		583,554		613,453		657,805
Goodwill		251,808		251,808		251,808		251,808		251,808
Other intangible assets, net		38,440		40,516		42,601		44,695		47,112
Total assets	$	13,532,800	$	13,288,573	$	12,338,427	$	12,738,062	$	12,423,276
Deposits:
Non-interest bearing	$	2,279,633	$	2,251,208	$	2,272,905	$	2,199,483	$	2,232,813
Interest bearing		5,383,814		5,323,414		5,056,957		4,864,328		4,797,772
Total deposits		7,663,447		7,574,622		7,329,862		7,063,811		7,030,585
Broker-dealer and clearing organization payables		1,517,698		1,395,314		1,437,548		1,347,128		1,251,839
Short-term borrowings		1,477,201		1,515,069		753,777		1,417,289		1,265,022
Securities sold, not yet purchased, at fair value		173,509		149,869		144,193		153,889		164,633
Notes payable		300,196		300,283		324,701		317,912		313,313
Junior subordinated debentures		67,012		67,012		67,012		67,012		67,012
Other liabilities		424,381		393,351		392,025		496,501		481,504
Total liabilities		11,623,444		11,395,520		10,449,118		10,863,542		10,573,908
Common stock		959		963		984		985		985
Additional paid-in capital		1,525,169		1,529,903		1,570,329		1,572,877		1,570,025
Accumulated other comprehensive income		2,585		2,112		897		485		8,039
Retained earnings		376,873		356,564		313,197		295,568		266,048
Deferred compensation employee stock trust, net		840		845		893		903		900
Employee stock trust		(241)		(248)		(300)		(309)		(309)
Total Hilltop stockholders' equity		1,906,185		1,890,139		1,886,000		1,870,509		1,845,688
Noncontrolling interests		3,171		2,914		3,309		4,011		3,680
Total stockholders' equity		1,909,356		1,893,053		1,889,309		1,874,520		1,849,368
Total liabilities & stockholders' equity	$	13,532,800	$	13,288,573	$	12,338,427	$	12,738,062	$	12,423,276

	Three Months Ended
Consolidated Income Statements	September 30,		June 30,		March 31,		December 31,		September 30,
(in 000's, except per share data)	2017		2017		2017		2016		2016
Interest income:
Loans, including fees	$	102,546	$	113,793	$	89,991	$	102,046	$	97,590
Securities borrowed		11,404		9,597		8,053		6,566		9,037
Securities:
Taxable		11,157		9,539		7,027		7,097		5,935
Tax-exempt		1,471		1,375		1,244		1,530		1,518
Other		2,366		2,002		1,926		1,096		1,183
Total interest income		128,944		136,306		108,241		118,335		115,263
Interest expense:
Deposits		6,841		5,464		4,690		3,971		3,996
Securities loaned		8,935		7,481		6,340		4,653		6,954
Short-term borrowings		4,567		3,648		1,418		1,829		1,497
Notes payable		2,680		2,826		2,814		2,856		2,793
Junior subordinated debentures		774		744		711		703		673
Other		167		167		168		199		180
Total interest expense		23,964		20,330		16,141		14,211		16,093
Net interest income		104,980		115,976		92,100		104,124		99,170
Provision for loan losses		1,260		5,853		1,705		4,347		3,990
Net interest income after provision for loan losses		103,720		110,123		90,395		99,777		95,180
Noninterest income:
Net realized gains on securities		—		14		—		—		—
Net gains from sale of loans and other mortgage production income		138,498		153,688		124,150		137,270		175,412
Mortgage loan origination fees		25,256		25,976		19,556		24,850		26,807
Securities commissions and fees		38,735		37,804		39,057		39,425		39,722
Investment and securities advisory fees and commissions		25,620		25,537		22,202		31,690		31,129
Net insurance premiums earned		34,493		36,020		36,140		38,344		38,747
Other		35,875		65,653		30,334		37,548		42,641
Total noninterest income		298,477		344,692		271,439		309,127		354,458
Noninterest expense:
Employees' compensation and benefits		209,747		214,719		186,886		208,760		225,194
Occupancy and equipment, net		29,073		27,919		27,293		27,154		27,460
Loss and loss adjustment expenses		31,234		33,184		21,700		14,018		16,055
Policy acquisition and other underwriting expenses		10,917		11,251		11,229		10,757		11,064
Other		72,871		79,178		73,384		95,095		84,360
Total noninterest expense		353,842		366,251		320,492		355,784		364,133
Income before income taxes		48,355		88,564		41,342		53,120		85,505
Income tax expense		18,003		25,754		15,035		17,582		33,017
Net income		30,352		62,810		26,307		35,538		52,488
Less: Net income (loss) attributable to noncontrolling interest		146		334		(127)		217		556
Income attributable to Hilltop	$	30,206	$	62,476	$	26,434	$	35,321	$	51,932
Earnings per common share:
Basic	$	0.31	$	0.64	$	0.27	$	0.36	$	0.53
Diluted	$	0.31	$	0.63	$	0.27	$	0.36	$	0.53
Cash dividends declared per common share	$	0.06	$	0.06	$	0.06	$	0.06	$	—
Weighted average shares outstanding:
Basic		96,096		98,154		98,441		98,514		98,490
Diluted		96,306		98,414		98,757		98,810		98,625

	Three Months Ended September 30, 2017
Segment Results					Mortgage						All Other and		Hilltop
(in 000's)	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	89,322	$	12,215	$	94	$	864	$	(2,589)	$	5,074	$	104,980
Provision for loan losses		1,665		(405)		—		—		—		—		1,260
Noninterest income		11,414		91,418		163,758		36,839		182		(5,134)		298,477
Noninterest expense		62,750		83,836		151,056		47,015		9,325		(140)		353,842
Income (loss) before income taxes	$	36,321	$	20,202	$	12,796	$	(9,312)	$	(11,732)	$	80	$	48,355

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
Selected Financial Data	2017		2017		2017		2016		2016
Hilltop Consolidated:
Return on average stockholders' equity		6.32%		13.24%		5.73%		7.56%		11.41%
Return on average assets		0.90%		1.94%		0.88%		1.13%		1.69%
Net interest margin (1)		3.50%		4.04%		3.52%		3.80%		3.65%
Net interest margin (taxable equivalent) (2):
As reported		3.52%		4.05%		3.54%		3.82%		3.67%
Impact of purchase accounting		37 bps		82 bps		49 bps		71 bps		64 bps
Book value per common share ($)		19.88		19.62		19.17		18.98		18.73
Shares outstanding, end of period (000's)		95,904		96,333		98,407		98,544		98,541
Dividend payout ratio (3)		19.09%		9.43%		22.30%		16.71%		0.00%
Banking Segment:
Net interest margin (1)		4.03%		4.80%		4.21%		4.57%		4.50%
Net interest margin (taxable equivalent) (2):
As reported		4.05%		4.81%		4.23%		4.59%		4.53%
Impact of purchase accounting		51 bps		112 bps		67 bps		96 bps		90 bps
Accretion of discount on loans ($000's)		10,541		23,164		12,098		17,926		15,969
Non-covered net charge-offs (recoveries) ($000's)		908		842		238		3,083		3,107
Return on average assets		0.94%		1.63%		0.94%		1.09%		1.09%
Fee income ratio		11.33%		19.97%		13.13%		12.57%		12.31%
Efficiency ratio		62.29%		48.96%		64.36%		59.00%		59.59%
Employees' compensation and benefits ($000's)		30,810		31,790		31,512		32,350		31,167
Broker-Dealer Segment:
Net revenue (4)		103,633		103,159		91,039		107,331		111,334
Employees' compensation and benefits ($000's)		60,365		62,840		57,240		62,929		68,051
Variable compensation expense ($000's)		35,085		36,556		30,808		37,984		42,446
Compensation as a % of net revenue		58.2%		60.9%		62.9%		58.6%		61.1%
Pre-tax margin		19.49%		15.33%		10.45%		-0.02%		15.65%
Mortgage Origination Segment:
Mortgage loan originations - volume ($000's):
Home purchases		3,332,441		3,502,128		2,269,138		2,772,316		3,191,851
Refinancings		640,064		555,956		555,193		1,115,764		1,300,702
Total mortgage loan originations - volume		3,972,505		4,058,084		2,824,331		3,888,080		4,492,553
Mortgage loan sales - volume ($000's)		4,002,195		3,385,260		3,275,167		3,723,751		4,349,794
Mortgage servicing rights asset ($000's) (5)		47,766		43,580		45,573		61,968		43,751
Employees' compensation and benefits ($000's)		111,133		115,189		89,958		106,894		120,548
Variable compensation expense ($000's)		66,420		71,877		46,906		64,809		75,271
Insurance Segment:
Loss and LAE ratio		90.6%		92.1%		60.0%		36.6%		41.4%
Expense ratio		40.4%		39.7%		38.4%		33.2%		33.6%
Combined ratio		131.0%		131.8%		98.4%		69.8%		75.0%
Employees' compensation and benefits ($000's)		2,578		2,786		2,780		2,262		2,401

(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 $0.6 million, $0.5 million, $0.5 million, $0.6 million, and $0.5 million, respectively, and for the Banking Segment were $0.4 million, $0.4 million, $0.4 million, $0.4 million, and $0.4 million, respectively.

(3) Dividend payout ratio is defined as cash dividends declared per common share divided by basic earnings per common share.

(4) Net revenue is defined as the sum of total broker-dealer net interest income plus total broker-dealer noninterest income

(5) 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.

	September 30,		June 30,		March 31,		December 31,		September 30,
Capital Ratios	2017		2017		2017		2016		2016
Tier 1 capital (to average assets):
PlainsCapital		12.18%		12.11%		13.09%		12.35%		12.65%
Hilltop		12.87%		13.07%		13.98%		13.51%		13.41%
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		14.44%		13.95%		15.50%		14.64%		15.15%
Hilltop		17.66%		17.53%		19.03%		18.30%		17.80%
Tier 1 capital (to risk-weighted assets):
PlainsCapital		14.44%		13.95%		15.50%		14.64%		15.15%
Hilltop		18.20%		18.07%		19.62%		18.87%		18.37%
Total capital (to risk-weighted assets):
PlainsCapital		15.23%		14.72%		16.30%		15.38%		15.90%
Hilltop		18.71%		18.57%		20.12%		19.34%		18.82%

	September 30,		June 30,		March 31,		December 31,		September 30,
Non-Covered Non-Performing Loans Portfolio Data	2017		2017		2017		2016		2016
Non-covered loans accounted for on a non-accrual basis ($000's):
Commercial and industrial		21,434		13,818		13,490		9,515		19,651
Real estate		17,996		14,877		14,437		13,932		4,817
Construction and land development		626		632		661		755		703
Consumer		63		208		223		244		50
Broker-dealer		—		—		—		—		—
		40,119		29,535		28,811		24,446		25,221
Non-covered non-performing loans as a % of total non-covered loans		0.50%		0.36%		0.41%		0.32%		0.34%
Non-covered other real estate owned ($000's)		4,827		4,591		4,556		4,507		3,063
Other repossessed assets ($000's)		437		723		681		1,117		1,654
Non-covered non-performing assets ($000's)		45,383		34,849		34,048		30,070		29,938
Non-covered non-performing assets as a % of total assets		0.34%		0.26%		0.28%		0.24%		0.24%
Non-covered non-PCI loans past due 90 days or more and still accruing ($000's)		45,134		48,757		42,767		47,486		41,824
Troubled debt restructurings included in accruing non-covered loans ($000's)		1,163		1,170		1,180		1,196		1,216

	September 30,		June 30,		March 31,		December 31,		September 30,
PlainsCapital Bank - Energy Exposure	2017		2017		2017		2016		2016
Select Energy Statistics
Outstanding energy loan balance ($MM)		151.3		158.2		149.1		166.5		168.8
Energy unfunded commitments ($MM)		137.9		121.9		130.4		121.4		120.7
Energy loans as a % of total loans		2.6%		2.7%		2.7%		3.0%		3.1%
Classified and criticized energy loans ($MM):
Criticized energy loans		0.0		0.0		0.0		0.0		1.8
Performing classified energy loans		11.6		23.6		22.5		23.5		24.2
Non-performing classified energy loans		12.8		3.3		4.0		5.2		13.4
		24.4		26.9		26.5		28.7		39.4
Unimpaired energy reserves ($MM)		12.0		11.3		10.6		10.6		10.0
Energy reserves as a % of energy loans		7.9%		7.1%		7.1%		6.5%		6.7%
Energy NCOs ($MM)		0.0		0.0		0.0		1.5		1.0
Energy Portfolio Breakdown
Exploration and production		14%		14%		13%		11%		13%
Services:
Field services		23%		22%		24%		22%		26%
Pipeline construction		22%		22%		22%		21%		21%
		45%		44%		46%		43%		47%
Midstream:
Distribution		16%		16%		18%		30%		21%
Transportation		9%		9%		10%		9%		11%
		25%		25%		28%		39%		32%
Other:
Wholesalers		1%		1%		1%		1%		1%
Equipment rentals		0%		0%		0%		0%		0%
Equipment wholesalers		15%		16%		12%		6%		7%
Total		100%		100%		100%		100%		100%

	Three Months Ended September 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)	$	8,077,804	$	102,546	5.01	%	$	7,315,433	$	97,590	5.26	%
Investment securities - taxable		1,538,890		11,134	2.88	%		999,394		5,915	2.36	%
Investment securities - non-taxable (2)		229,089		2,032	3.54	%		296,013		2,052	2.77	%
Federal funds sold and securities purchased under agreements to resell		139,398		—	0.00	%		185,533		52	0.11	%
Interest-bearing deposits in other financial institutions		282,806		853	1.20	%		478,560		567	0.47	%
Securities borrowed		1,548,039		11,404	2.88	%		1,476,297		9,037	2.44	%
Other		87,281		1,536	7.00	%		65,858		585	3.54	%
Interest-earning assets, gross (2)		11,903,307		129,505	4.30	%		10,817,088		115,798	4.22	%
Allowance for loan losses		(61,243)						(53,470)
Interest-earning assets, net		11,842,064						10,763,618
Noninterest-earning assets		1,506,552						1,588,921
Total assets	$	13,348,616					$	12,352,539
Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	5,350,959	$	6,841	0.51	%	$	4,851,952	$	3,996	0.33	%
Securities loaned		1,398,922		8,935	2.53	%		1,390,071		6,955	1.99	%
Notes payable and other borrowings		1,781,498		8,188	1.81	%		1,339,395		5,142	1.53	%
Total interest-bearing liabilities		8,531,379		23,964	1.11	%		7,581,418		16,093	0.84	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,290,151						2,251,744
Other liabilities		627,907						705,985
Total liabilities		11,449,437						10,539,147
Stockholders’ equity		1,896,838						1,810,266
Noncontrolling interest		2,341						3,126
Total liabilities and stockholders' equity	$	13,348,616					$	12,352,539
Net interest income (2)			$	105,541					$	99,705
Net interest spread (2)					3.19	%					3.38	%
Net interest margin (2)					3.52	%					3.67	%

(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  $0.6 million and $0.5 million for the three months ended September 30, 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 Friday,  October 27, 2017. Hilltop Co-CEOs Jeremy B. Ford and Alan B. White and other key management members will review third 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 September 30, 2017, Hilltop employed approximately 5,500 people and operated approximately 475 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.