Form 8-K Hilltop Holdings Inc. For: Oct 27

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October 27, 2016 5:06 PM EDT

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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 27, 2016

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))

Section 2 – Financial Information

Item 2.02Results of Operations and Financial Condition.

On October 27, 2016, 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, 2016. 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 8.01Other Events.

The Company’s October 27, 2016 press release further announced that its Board of Directors has declared a quarterly cash dividend of $0.06 per common share, payable on November 30, 2016, to stockholders of record as of the close of business on November 15, 2016.

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 27, 2016 (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:	October 27, 2016	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 October 27, 2016 (furnished pursuant to Item 2.02).

Exhibit 99.1

	Investor Relations Contact:
	Isabell Novakov
	214-252-4029
	[email protected]

Hilltop Holdings Inc. Announces Financial Results for Third Quarter 2016

DALLAS — (BUSINESS WIRE) October 27, 2016 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the third quarter of 2016. Hilltop produced income of $51.9 million, or $0.53 per diluted share, for the third quarter of 2016, compared to $46.9 million, or $0.47 per diluted share, for the third quarter of 2015. Hilltop’s annualized return on average assets and return on average equity for the third quarter of 2016 were 1.69% and 11.41%, respectively, compared to 1.49% and 10.97%, respectively, for the third quarter of 2015.

Hilltop also announced that, for the first time in its history, it will now start paying a quarterly dividend. Hilltop’s Board of Directors authorized a dividend program and declared a quarterly cash dividend of $0.06 per common share, payable on November 30, 2016, to all common stockholders of record as of the close of business on November 15, 2016.

Jeremy Ford, Co-CEO of Hilltop, said, “We are excited to announce that Hilltop’s Board of Directors has approved the initiation of a cash dividend to its stockholders. Our strong capital position and consistent earnings generation enable us to invest in future acquisitions and organic growth, while also returning cash to our stockholders.”

Mr. Ford continued, “During the quarter, we also began implementing the previously announced changes to our organization. The new structure and addition of William Furr as Hilltop CFO create a solid foundation to support the operations of our subsidiary companies and ensure Hilltop has the right platform for future growth.”

Alan White, Co-CEO of Hilltop, added “Our strong third quarter earnings highlight the diversity of our franchise and the earnings power of our collective business. PlainsCapital Bank delivered strong commercial loan growth, PrimeLending produced outstanding results by growing originations and expanding margins, HilltopSecurities generated solid revenue growth in its core businesses and National Lloyds experienced seasonally lower claims volumes.”

Third Quarter 2016 Highlights for Hilltop:

Hilltop’s total assets were $12.4 billion at September 30, 2016, compared to $13.1 billion at June 30, 2016;

Hilltop’s common equity increased by $53.2 million from June 30, 2016 to $1.8 billion at September 30, 2016;

Non-covered loans1 held for investment, net of allowance for loan losses, increased by 3.7% to $5.6 billion and covered loans1, net of allowance for loan losses, decreased by 9.3% to $292.0 million from June 30, 2016 to September 30, 2016;

Non-covered non-performing loans increased to $25.2 million, or 0.34% of total non-covered loans, at September 30, 2016, compared to $23.4 million, or 0.33% of total non-covered loans, at June 30, 2016;

Energy classified and criticized loans were $39.4 million at September 30, 2016, down from $41.5 million at June 30, 2016;

Loans held for sale increased by 7.9% to $1.7 billion from June 30, 2016 to September 30, 2016;

Total deposits were $7.0 billion at September 30, 2016, compared to $7.1 billion at June 30, 2016;

Hilltop maintains strong capital levels with a Tier 1 Leverage Ratio2 of 13.41% and Total Capital Ratio of 18.82% at September 30, 2016;

Hilltop’s net interest margin3 decreased to 3.65% for the third quarter of 2016, from 3.77% in the second quarter of 2016;

The provision for loan losses was $4.0 million during the third quarter of 2016, compared to $28.9 million in the second quarter of 2016;

The second quarter of 2016 included an isolated, $24.5 million charge-off as a result of irregularities in connection with a single loan that is currently in default, representing the entire outstanding principal balance of the loan;

For the third quarter of 2016, noninterest income was $354.5 million, compared to $296.5 million in the third quarter of 2015, a 19.6% increase;

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For the third quarter of 2016, noninterest expense was $364.1 million, compared to $333.5 million in the third quarter of 2015, a 9.2% increase; and

In connection with the SWS Merger, during the third quarter of 2016, Hilltop incurred $5.4 million in pre-tax transaction and integration costs, consisting of $1.0 million in the broker-dealer segment and $4.4 million within corporate.

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 third quarter of 2016, 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)	2016		2016		2016		2015		2015
Cash and due from banks	$	528,519	$	583,984	$	512,103	$	652,036	$	526,692
Federal funds sold		40,419		29,677		15,406		17,409		24,861
Securities purchased under agreements to resell		138,284		149,474		96,646		105,660		83,889
Assets segregated for regulatory purposes		173,840		120,214		120,714		158,613		228,251
Securities:
Trading, at fair value		402,104		305,418		368,425		214,146		292,418
Available for sale, at fair value		563,720		517,784		666,328		673,706		726,132
Held to maturity, at amortized cost		365,934		354,443		310,478		332,022		305,316
		1,331,758		1,177,645		1,345,231		1,219,874		1,323,866
Loans held for sale		1,673,069		1,550,475		1,344,333		1,533,678		1,354,107
Non-covered loans, net of unearned income		5,674,655		5,472,446		5,366,065		5,220,040		4,999,529
Allowance for non-covered loan losses		(52,625)		(51,013)		(48,450)		(45,415)		(42,989)
Non-covered loans, net		5,622,030		5,421,433		5,317,615		5,174,625		4,956,540

Covered loans, net of allowance for covered loan losses		292,031		322,073		346,169		378,762		420,547
Broker-dealer and clearing organization receivables		1,340,617		2,257,480		1,370,622		1,362,499		2,111,864
Premises and equipment, net		190,645		189,511		198,414		200,618		204,273
FDIC indemnification asset		73,351		74,460		80,522		91,648		92,902
Covered other real estate owned		61,988		67,634		78,890		99,090		106,024
Other assets		657,805		832,344		601,181		565,813		644,916
Goodwill		251,808		251,808		251,808		251,808		251,808
Other intangible assets, net		47,112		49,690		52,274		54,868		58,916
Total assets	$	12,423,276	$	13,077,902	$	11,731,928	$	11,867,001	$	12,389,456

Deposits:
Non-interest bearing	$	2,232,813	$	2,280,108	$	2,233,608	$	2,235,436	$	2,173,890
Interest bearing		4,797,772		4,846,705		4,750,567		4,717,247		4,646,859
Total deposits		7,030,585		7,126,813		6,984,175		6,952,683		6,820,749
Broker-dealer and clearing organization payables		1,251,839		2,111,994		1,284,016		1,338,305		2,045,604
Short-term borrowings		1,265,022		1,012,862		832,921		947,373		910,490
Securities sold, not yet purchased, at fair value		164,633		178,235		165,704		130,044		156,775
Notes payable		313,313		319,636		232,190		238,716		243,556
Junior subordinated debentures		67,012		67,012		67,012		67,012		67,012
Other liabilities		481,504		464,904		405,899		454,743		428,442
Total liabilities		10,573,908		11,281,456		9,971,917		10,128,876		10,672,628

Common stock		985		985		986		989		989
Additional paid-in capital		1,570,025		1,568,053		1,567,150		1,577,270		1,574,769
Accumulated other comprehensive income		8,039		8,782		6,878		2,629		4,592
Retained earnings		266,048		214,116		183,042		155,475		134,748
Deferred compensation employee stock trust, net		900		938		1,020		1,034		1,182
Employee stock trust		(309)		(347)		(428)		(443)		(590)
Total Hilltop stockholders' equity		1,845,688		1,792,527		1,758,648		1,736,954		1,715,690
Noncontrolling interests		3,680		3,919		1,363		1,171		1,138
Total stockholders' equity		1,849,368		1,796,446		1,760,011		1,738,125		1,716,828
Total liabilities & stockholders' equity	$	12,423,276	$	13,077,902	$	11,731,928	$	11,867,001	$	12,389,456

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	Three Months Ended
Consolidated Income Statements	September 30,		June 30,		March 31,		December 31,		September 30,
(in 000's, except per share data)	2016		2016		2016		2015		2015
Interest income:
Loans, including fees	$	97,590	$	98,468	$	91,533	$	94,689	$	111,315
Securities borrowed		9,037		6,326		7,589		11,242		10,116
Securities:
Taxable		5,935		6,834		6,367		7,046		6,262
Tax-exempt		1,518		1,537		1,637		1,647		1,683
Other		1,183		1,037		1,028		1,338		1,169
Total interest income		115,263		114,202		108,154		115,962		130,545

Interest expense:
Deposits		3,996		4,037		3,839		3,589		3,719
Securities loaned		6,954		4,916		5,987		8,388		7,110
Short-term borrowings		1,497		1,392		1,085		1,218		1,189
Notes payable		2,793		2,618		2,582		2,661		2,524
Junior subordinated debentures		673		655		645		616		605
Other		180		187		176		177		187
Total interest expense		16,093		13,805		14,314		16,649		15,334

Net interest income		99,170		100,397		93,840		99,313		115,211
Provision for loan losses		3,990		28,876		3,407		4,277		5,593
Net interest income after provision for loan losses		95,180		71,521		90,433		95,036		109,618

Noninterest income:
Net realized gains (losses) on securities		—		(46)		46		—		—
Net gains from sale of loans and other mortgage production income		175,412		167,012		127,297		114,080		137,303
Mortgage loan origination fees		26,807		25,797		18,813		19,514		22,647
Net insurance premiums earned		38,747		38,721		39,733		41,001		41,196
Securities commissions and fees		39,722		40,442		38,317		37,459		39,070
Investment and securities advisory fees and commissions		31,129		29,354		23,819		33,678		27,667
Other		42,641		44,725		29,350		31,195		28,586
Total noninterest income		354,458		346,005		277,375		276,927		296,469

Noninterest expense:
Employees' compensation and benefits		225,194		217,398		182,761		182,472		200,620
Loss and loss adjustment expenses		16,055		37,211		21,959		21,630		17,335
Policy acquisition and other underwriting expenses		11,064		11,316		11,252		11,928		11,784
Occupancy and equipment, net		27,460		26,971		27,833		30,285		29,341
Other		84,360		74,469		81,384		92,406		74,422
Total noninterest expense		364,133		367,365		325,189		338,721		333,502

Income before income taxes		85,505		50,161		42,619		33,242		72,585
Income tax expense		33,017		18,439		14,423		12,020		25,338
Net income		52,488		31,722		28,196		21,222		47,247
Less: Net income attributable to noncontrolling interest		556		648		629		495		353
Income attributable to Hilltop	$	51,932	$	31,074	$	27,567	$	20,727	$	46,894

Earnings per common share:
Basic	$	0.53	$	0.32	$	0.28	$	0.21	$	0.47
Diluted	$	0.53	$	0.32	$	0.28	$	0.21	$	0.47
Weighted average shares outstanding:
Basic		98,490		98,457		98,153		98,412		98,676
Diluted		98,625		98,586		98,669		99,266		99,556


	Three Months Ended September 30, 2016
Segment Results					Mortgage						All Other and		Hilltop
(in 000's)	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	90,549	$	7,823	$	(3,076)	$	716	$	(1,854)	$	5,012	$	99,170
Provision for loan losses		4,179		(189)		—		—		—		—		3,990
Noninterest income		12,711		103,511		202,560		41,170		—		(5,494)		354,458
Noninterest expense		61,536		94,094		168,303		30,415		10,041		(256)		364,133
Income (loss) before income taxes	$	37,545	$	17,429	$	31,181	$	11,471	$	(11,895)	$	(226)	$	85,505

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	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
Selected Financial Data	2016		2016		2016		2015		2015

Hilltop Consolidated:
Return on average stockholders' equity		11.41%		7.07%		6.32%		4.70%		10.97%
Return on average assets		1.69%		1.05%		0.96%		0.68%		1.49%
Net interest margin (1)		3.65%		3.77%		3.67%		3.70%		4.18%
Net interest margin (taxable equivalent) (2):
As reported		3.67%		3.80%		3.70%		3.73%		4.20%
Impact of purchase accounting		64 bps		72 bps		74 bps		79 bps		137 bps
Book value per common share ($)		18.73		18.20		17.84		17.56		17.35
Shares outstanding, end of period (000's)		98,541		98,498		98,585		98,896		98,893

Banking Segment:
Net interest margin (1)		4.50%		4.85%		4.70%		4.90%		5.77%
Net interest margin (taxable equivalent) (2):
As reported		4.53%		4.87%		4.73%		4.92%		5.79%
Impact of purchase accounting		90 bps		104 bps		103 bps		119 bps		210 bps
Accretion of discount on loans ($000's)		15,969		17,344		16,631		19,503		36,000
Non-covered net charge-offs (recoveries) ($000's)		3,108		26,130		650		2,088		1,775
Return on average assets		1.09%		0.66%		0.98%		1.07%		1.64%
Fee income ratio		12.31%		12.67%		13.08%		13.83%		11.64%
Efficiency ratio		59.59%		52.32%		64.97%		62.78%		50.56%
Employees' compensation and benefits ($000's)		31,167		30,847		29,125		27,456		29,881

Broker-Dealer Segment:
Employees' compensation and benefits ($000's)		68,051		63,976		57,816		62,868		64,099
Variable compensation expense ($000's)		42,446		38,750		29,431		35,298		36,157
Compensation as a % of net revenue		61.1%		58.0%		65.7%		63.2%		69.6%
Pre-tax margin		15.65%		16.58%		4.28%		3.70%		1.58%

Mortgage Origination Segment:
Mortgage loan originations - volume ($000's):
Home purchases		3,191,851		3,261,386		2,050,825		2,344,328		2,945,626
Refinancings		1,300,702		889,078		878,291		721,308		693,572
Total mortgage loan originations - volume		4,492,553		4,150,464		2,929,116		3,065,636		3,639,198
Mortgage loan sales - volume ($000's)		4,349,794		3,964,190		3,117,605		2,888,903		3,699,047
Mortgage servicing rights asset ($000's) (3)		43,751		33,491		39,863		52,285		47,527
Employees' compensation and benefits ($000's)		120,548		117,537		90,690		87,387		101,490
Variable compensation expense ($000's)		75,271		74,604		51,689		48,706		64,582

Insurance Segment:
Loss and LAE ratio		41.4%		96.1%		55.3%		52.8%		42.1%
Expense ratio		33.6%		33.9%		33.2%		34.2%		33.3%
Combined ratio		75.0%		130.0%		88.5%		87.0%		75.4%
Employees' compensation and benefits ($000's)		2,401		2,304		2,178		2,180		2,182

(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. 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, $0.7 million, $0.8 million and $0.8 million, respectively, and for the Banking Segment were $0.4 million, $0.5 million, $0.4 million, $0.4 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.


	September 30,		June 30,		March 31,		December 31,		September 30,
Capital Ratios	2016		2016		2016		2015		2015
Tier 1 capital (to average assets):
Bank		12.65%		12.72%		12.70%		13.22%		12.77%
Hilltop		13.41%		13.18%		13.35%		12.65%		12.01%
Common equity Tier 1 capital (to risk-weighted assets):
Bank		15.15%		14.71%		15.10%		16.23%		17.36%
Hilltop		17.80%		16.67%		17.56%		17.87%		18.36%
Tier 1 capital (to risk-weighted assets):
Bank		15.15%		14.77%		15.12%		16.25%		17.36%
Hilltop		18.37%		17.26%		18.17%		18.48%		18.89%
Total capital (to risk-weighted assets):
Bank		15.90%		15.51%		15.87%		16.99%		18.13%
Hilltop		18.82%		17.69%		18.60%		18.89%		19.29%

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	September 30,		June 30,		March 31,		December 31,		September 30,
Non-Covered Non-Performing Loans Portfolio Data	2016		2016		2016		2015		2015

Non-covered loans accounted for on a non-accrual basis ($000's):
Commercial and industrial		19,651		18,412		19,179		17,764		22,302
Real estate		4,817		4,777		7,802		7,160		7,087
Construction and land development		703		139		102		114		118
Consumer		50		61		1		7		14
Broker-dealer		—		—		—		—		—
		25,221		23,389		27,084		25,045		29,521

Non-covered non-performing loans as a % of total non-covered loans		0.34%		0.33%		0.40%		0.37%		0.46%

Non-covered other real estate owned ($000's)		3,063		2,656		543		394		511

Other repossessed assets ($000's)		1,654		—		30		—		—

Non-covered non-performing assets ($000's)		29,938		26,045		27,657		25,439		30,032

Non-covered non-performing assets as a % of total assets		0.24%		0.20%		0.24%		0.21%		0.24%

Non-covered non-PCI loans past due 90 days or more and still accruing ($000's)		41,824		50,032		51,943		50,776		37,435

Troubled debt restructurings included in accruing non-covered loans ($000's)		1,216		1,235		1,409		1,418		3,664


	Three Months Ended September 30,
	2016						2015
	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)	$	7,315,433	$	97,590	5.26	%	$	6,636,328	$	111,315	6.64	%
Investment securities - taxable		999,394		5,915	2.36	%		1,110,813		6,243	2.24	%
Investment securities - non-taxable (2)		296,013		2,052	2.77	%		253,170		2,439	3.85	%
Federal funds sold and securities purchased under agreements to resell		185,533		52	0.11	%		122,826		20	0.07	%
Interest-bearing deposits in other financial institutions		478,560		567	0.47	%		442,689		237	0.21	%
Other		1,542,155		9,622	2.44	%		2,381,905		11,047	1.82	%
Interest-earning assets, gross		10,817,088		115,798	4.22	%		10,947,731		131,301	4.74	%
Allowance for loan losses		(53,470)						(43,446)
Interest-earning assets, net		10,763,618						10,904,285
Noninterest-earning assets		1,588,921						1,706,720
Total assets	$	12,352,539					$	12,611,005

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	4,851,952	$	3,996	0.33	%	$	4,709,244	$	3,719	0.31	%
Notes payable and other borrowings		2,729,466		12,097	1.76	%		3,385,804		11,615	1.36	%
Total interest-bearing liabilities		7,581,418		16,093	0.84	%		8,095,048		15,334	0.75	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,251,744						2,177,319
Other liabilities		705,985						641,456
Total liabilities		10,539,147						10,913,823
Stockholders’ equity		1,810,266						1,696,396
Noncontrolling interest		3,126						786
Total liabilities and stockholders' equity	$	12,352,539					$	12,611,005

Net interest income (2)			$	99,705					$	115,967
Net interest spread (2)					3.38	%					3.99	%
Net interest margin (2)					3.67	%					4.20	%

(1)

Average balance includes non-accrual loans.

(2)

Annualized taxable equivalent adjustments are based on a 35% federal income tax rate. The taxable equivalent adjustments to interest income were $0.5 million and $0.8 million for the three months ended September 30, 2016 and 2015, respectively.

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	September 30,		June 30,		March 31,		December 31,		September 30,
PlainsCapital Bank - Energy Exposure	2016		2016		2016		2015		2015

Select Energy Statistics
Outstanding energy loan balance ($M)		168.8		223.6		233.5		179.8		194.9
Energy unfunded commitments ($M)		120.7		88.5		102.9		108.7		110.0
Energy loans as a % of total loans		3.1%		4.2%		4.5%		3.6%		4.0%
Classified and criticized energy loans ($M):
Criticized energy loans		1.8		12.7		13.0		3.4		0.0
Performing classified energy loans		24.2		22.1		33.4		25.7		27.0
Non-performing classified energy loans		13.4		6.7		4.9		3.6		2.8
		39.4		41.5		51.3		32.7		29.8

Unimpaired energy reserves ($M)		10.0		9.8		9.2		7.3		6.5
Energy reserves as a % of energy loans		6.7%		4.7%		4.3%		4.4%		3.4%
Energy NCOs ($M)		1.0		0.4		0.2		1.2		1.1

Energy Portfolio Breakdown
Exploration and production		13%		10%		13%		19%		20%
Services:
Field services		26%		22%		22%		21%		15%
Pipeline construction		21%		15%		15%		23%		25%
		47%		37%		37%		44%		40%
Midstream:
Distribution		21%		38%		37%		25%		25%
Transportation		11%		9%		7%		7%		7%
		32%		47%		44%		32%		32%
Other:
Wholesalers		1%		1%		1%		2%		2%
Equipment rentals		0%		0%		0%		1%		5%
Equipment wholesalers		7%		5%		5%		2%		1%
Total		100%		100%		100%		100%		100%

Conference Call Information

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern) on Friday, October 28, 2016. Hilltop Co-CEOs Jeremy B. Ford and Alan B. White and other key management members will discuss results for the third quarter of 2016. 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, 2016, Hilltop employed approximately 5,500 people and operated approximately 450 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 business strategy, our financial condition, our efforts to make strategic acquisitions, the integration of the operations acquired in the SWS Merger, our revenue, our liquidity and sources of funding, market trends, operations and business, stock repurchases, dividend payments, expectations concerning mortgage loan origination volume, expected losses on covered loans and related reimbursements from the Federal Deposit Insurance Corporation (“FDIC”), expected levels of refinancing as a

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percentage of total loan origination volume, projected losses on mortgage loans originated, anticipated changes in our revenues or earnings, the effects of government regulation applicable to our operations, the appropriateness of our allowance for loan losses and provision for loan losses, the collectability of loans and the outcome of litigation, our other 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. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) our ability to estimate loan losses; (ii) changes in the default rate of our loans; (iii) changes in general economic, market and business conditions in areas or markets where we compete, including changes in the price of crude oil; (iv) risks associated with concentration in real estate related loans; (v) risks associated with merger and acquisition integration, including our ability to promptly and effectively integrate our businesses with those acquired in the SWS Merger and achieve the anticipated synergies and cost savings in connection therewith, as well as the diversion of management time on acquisition- and integration-related issues; (vi) severe catastrophic events in Texas and other areas of the southern United States; (vii) changes in the interest rate environment; (viii) cost and availability of capital; (vix) effectiveness of our data security controls in the face of cyber attacks; (x) changes in state and federal laws, regulations or policies affecting one or more of the our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act; (xi) approval of new, or changes in, accounting policies and practices; (xii) changes in key management; (xiii) 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; (xiv) our ability to obtain reimbursements for losses on acquired loans under loss-share agreements with the FDIC to the extent the FDIC determines that we did not adequately manage the covered loan portfolio; (xv) failure of our insurance segment reinsurers to pay obligations under reinsurance contracts; and (xvi) our ability to use excess cash in an effective manner, including the execution of successful acquisitions. For further discussion of such factors, see the risk factors described in the Hilltop Annual Report on Form 10-K for the year ended December 31, 2015 and other reports filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

Source: Hilltop Holdings Inc.

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Form 8-K Hilltop Holdings Inc. For: Oct 27

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