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Acquisition (Tables)

12 Months Ended

Dec. 31, 2015


	Year Ended
	December 31, 2014
Net interest income	$	429,264
Other revenues		1,005,701
Net income		118,421

SWS

Acquisitions

Schedule of components of the consideration paid

The components of the consideration paid are shown in the following table (in thousands).


Fair value of consideration paid:
Common stock issued	$	200,626
Cash		78,217
Fair value of Hilltop’s existing investment in SWS		70,282
Total consideration paid	$	349,125

Summary of fair values of the identifiable assets acquired, and liabilities assumed

The resulting fair values of the identifiable assets acquired, and liabilities assumed, acquired in the SWS Merger at January 1, 2015 are summarized in the following table (in thousands).


Cash and due from banks	$	119,314
Federal funds sold and securities purchased under agreements to resell		44,741
Assets segregated for regulatory purposes		181,610
Securities		707,476
Non-covered loans, net		863,819
Broker-dealer and clearing organization receivables		1,221,793
Other assets		159,906
Total identifiable assets acquired		3,298,659

Deposits		(1,287,509)
Broker-dealer and clearing organization payables		(1,109,978)
Short-term borrowings		(164,240)
Securities sold, not yet purchased, at fair value		(140,409)
Notes payable		(76,643)
Other liabilities		(89,466)
Total liabilities assumed		(2,868,245)
Bargain purchase gain		(81,289)
		349,125
Less Hilltop existing investment in SWS		(70,282)
Net identifiable assets acquired	$	278,843

Schedule of allocation to intangible assets

The allocation to intangible assets is as follows (in thousands).


	Estimated Useful	Gross Intangible
	Life (Years)	Assets
Customer relationships	14	$	7,300
Core deposits	4		160
		$	7,460

Schedule of loans acquired in business combination

The following table presents details on acquired loans at the acquisition date (in thousands).


	Loans, excluding		PCI		Total
	PCI Loans		Loans		Loans
Commercial and industrial (1)	$	447,959	$	9,850	$	457,809
Real estate		324,477		62,218		386,695
Construction and land development		14,708		1,391		16,099
Consumer		3,216		—		3,216
Total	$	790,360	$	73,459	$	863,819

(1) Acquired loans include margin loans to customers and correspondents of $269.4 million associated with acquired broker-dealer operations, none of which are PCI loans.

SWS | PCI loans

Acquisitions

Schedule of PCI Loans at acquisition

The following table presents information about the PCI loans at acquisition (in thousands).


Contractually required principal and interest payments	$	120,078
Nonaccretable difference		32,040
Cash flows expected to be collected		88,038
Accretable difference		14,579
Fair value of loans acquired with a deterioration of credit quality	$	73,459

SWS | Loans excluding PCI Loans

Acquisitions

Schedule of acquired loans without credit impairment

The following table presents information about the acquired loans without credit impairment at acquisition (in thousands).


Contractually required principal and interest payments	$	901,672
Contractual cash flows not expected to be collected		39,721
Fair value at acquisition		790,360

FNB

Acquisitions

Summary of the net assets received from the FDIC and the estimated fair value adjustments resulting in the bargain purchase gain

A summary of the net assets received from the FDIC in the FNB Transaction and the estimated fair value adjustments resulting in the bargain purchase gain are presented below (in thousands).


Cost basis net assets on September 13, 2013	$	215,000
Cash payment received from the FDIC		45,000
Fair value adjustments:
Securities		(3,341)
Loans		(343,068)
Premises and equipment		3,565
Other real estate owned		(79,273)
FDIC indemnification asset		185,680
Other intangible assets		4,270
Deposits		(8,282)
Other		(6,966)
Bargain purchase gain	$	12,585

Summary of fair values of the identifiable assets acquired, and liabilities assumed

The resulting fair values of the identifiable assets acquired, and liabilities assumed, of FNB at September 13, 2013 are summarized in the following table (in thousands).


Cash and due from banks	$	362,695
Securities		286,214
Non-covered loans		42,884
Covered loans		1,116,583
Premises and equipment		78,399
FDIC indemnification asset		185,680
Covered other real estate owned		135,187
Other assets		26,300
Other intangible assets		4,270
Total identifiable assets acquired		2,238,212

Deposits		(2,211,740)
Other liabilities		(13,887)
Total liabilities assumed		(2,225,627)
Net identifiable assets acquired/bargain purchase gain	$	12,585

Schedule of loans acquired in business combination

The following table presents details on acquired loans at the Bank Closing Date (in thousands).


	Loans, excluding		PCI		Total
	PCI Loans		Loans		Loans
Commercial and industrial	$	47,874	$	47,751	$	95,625
Real estate		242,998		611,219		854,217
Construction and land development		26,669		158,247		184,916
Consumer		19,095		5,614		24,709
Total	$	336,636	$	822,831	$	1,159,467

FNB | PCI loans

Acquisitions

Schedule of PCI Loans at acquisition

The following table presents information about the acquired PCI loans at the Bank Closing Date (in thousands).


Contractually required principal and interest payments	$	1,533,667
Nonaccretable difference		542,241
Cash flows expected to be collected		991,426
Accretable difference		168,595
Fair value of loans acquired with a deterioration of credit quality	$	822,831

FNB | Loans excluding PCI Loans

Acquisitions

Schedule of acquired loans without credit impairment

The following table presents information about the acquired loans without credit impairment at the Bank Closing Date (in thousands).


Contractually required principal and interest payments	$	466,754
Contractual cash flows not expected to be collected		43,783
Fair value at acquisition		336,636