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 26, 2018

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 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 26, 2018,  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, 2018. 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 26, 2018, the Board of Directors of the Company declared a quarterly cash dividend of $0.07 per common share, payable on May 31, 2018, to stockholders of record as of the close of business on May 15, 2018. 

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 26, 2018 (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:	April 26, 2018	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 First Quarter 2018

DALLAS — (BUSINESS WIRE) April 26, 2018 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the first quarter of 2018. Hilltop produced income of $24.4 million, or $0.25 per diluted share, for the first quarter of 2018, compared to $26.4 million, or $0.27 per diluted share, for the first quarter of 2017.  

On February 14, 2018, Hilltop announced that it had entered into a definitive agreement to acquire privately-held, Houston-based The Bank of River Oaks (“BORO”) in an all-cash transaction. Under the terms of the definitive agreement, Hilltop has agreed to pay cash in the aggregate amount of $85 million to the shareholders and option holders of BORO. As of December 31, 2018, BORO had unaudited total assets, gross loans and deposits of approximately $454 million, $344 million and $406 million, respectively. The transaction is subject to customary closing conditions, including regulatory approvals and approval by shareholders of BORO, and is expected to close during the third quarter of 2018.

Hilltop also announced that its Board of Directors declared a quarterly cash dividend of $0.07 per common share, payable on May 31, 2018, to all common stockholders of record as of the close of business on May 15, 2018.  Additionally,  pursuant to the stock repurchase program authorized by the Hilltop Board of Directors in January 2018, Hilltop paid $1.7 million to repurchase 68,307 shares at an average price of $24.94 during the first quarter of 2018. These shares were returned to the pool of authorized but unissued shares of common stock.

Jeremy Ford, Co-CEO of Hilltop, said, “Our diversified business model with PlainsCapital Bank as the cornerstone continued to demonstrate its resilience, as the bank generated strong earnings and the broker-dealer’s clearing and retail businesses benefited from higher short-term rates, while our mortgage-related businesses endured a challenging environment. We are excited about the pending acquisition of The Bank of River Oaks and accelerating our efforts in the robust Houston market, as we remain focused on building our core banking franchise across Texas.”

Alan White, Co-CEO of Hilltop, added, “Our markets are increasingly competitive, so our teams are focused on growing revenue by providing best-in-class service to our valued customers. PlainsCapital Bank had a positive first quarter, generating solid net interest income growth while maintaining very strong credit quality. National Lloyds’ earnings were driven by lower storm losses. HilltopSecurities’ fixed income portfolio was adversely impacted by volatility in long-term rates, and PrimeLending experienced tighter gain on sale margins.”

First Quarter 2018 Highlights for Hilltop:

· Hilltop’s annualized return on average assets and return on average equity for the first quarter of 2018 were 0.77% and 5.19%, respectively, compared to 0.88% and 5.73%, respectively, for the first quarter of 2017; 

· Hilltop’s total assets were $13.3 billion at March 31, 2018, compared to $13.4 billion at December 31, 2017;

· Hilltop’s common equity increased by $10.9 million from December 31, 2017 to $1.9 billion at March 31, 2018;

· Non-covered loans1 held for investment, net of allowance for loan losses, decreased by 0.4% to $5.6 billion and covered loans2, net of allowance for loan losses, decreased by 6.5% to $167.8 million at March 31, 2018 compared to December 31, 2017;

· Non-covered non-performing loans  decreased to $39.4 million, or 0.52% of total non-covered loans, at March 31, 2018, compared to $40.5 million, or 0.51% of total non-covered loans, at December 31, 2017;

· Energy classified and criticized loans were $28.5 million at March 31, 2018,  a slight decrease from  $28.6 million at December 31, 2017;

· Loans held for sale decreased by 17.8% from  December 31, 2017 to $1.4 billion at March 31, 2018;

· Total deposits were $8.0 billion at both March 31, 2018 and December 31, 2017;

· Hilltop maintained strong capital levels with a Tier 1 Leverage Ratio3 of 13.26% and a Common Equity Tier 1 Capital Ratio of 18.60% at March 31, 2018;

· Hilltop’s net interest margin4decreased to 3.52% for the first quarter of 2018, compared to 3.57% in the fourth quarter of 2017;

· The provision (recovery) for loan losses was  ($1.8)  million during the  first quarter of 2018, compared to $5.5 million in the fourth quarter of 2017;  

· For the first quarter of 2018, noninterest income was $235.1 million, compared to $271.4 million in the first quarter of 2017,  a 13.4%  decrease; and 

· For the first quarter of 2018, noninterest expense was $308.2 million, compared to $320.5 million in the first quarter of 2017, a 3.8%  decrease; and

· The Company’s effective tax rate decreased to 23.3% during the first quarter of 2018, compared to 36.4% during the first quarter of 2017, primarily due to the enactment of the Tax Cuts and Jobs Act of 2017 (“Tax Legislation”).

1   “Non-covered loans” exclude broker-dealer margin loans.

2“Covered loans” refer to loans acquired in the FNB Transaction that are subject to loss-share agreements with the FDIC.  

3   Based on the end of period Tier 1 capital divided by total average assets during  2018, excluding goodwill and intangible assets.

4   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)	2018		2017		2017		2017		2017
Cash and due from banks	$	470,127	$	486,977	$	354,569	$	405,938	$	545,928
Federal funds sold		400		405		400		388		24,404
Securities purchased under agreements to resell		244,978		186,537		134,654		125,188		113,228
Assets segregated for regulatory purposes		198,170		186,578		207,336		167,565		166,395
Securities:
Trading, at fair value		756,151		730,685		676,411		471,485		373,300
Available for sale debt, at fair value		806,583		744,319		765,542		763,206		755,546
Held to maturity debt, at amortized cost		356,452		355,849		347,048		339,344		317,094
Equity, at fair value		20,876		21,241		20,983		20,503		20,263
		1,940,062		1,852,094		1,809,984		1,594,538		1,466,203
Loans held for sale		1,409,634		1,715,357		1,939,321		2,000,257		1,329,493
Non-covered loans, net of unearned income		6,216,809		6,273,669		6,148,813		6,118,211		5,783,853
Allowance for non-covered loan losses		(60,371)		(60,957)		(58,779)		(59,208)		(55,157)
Non-covered loans, net		6,156,438		6,212,712		6,090,034		6,059,003		5,728,696
Covered loans, net of allowance for covered loan losses		167,781		179,400		188,269		205,877		234,681
Broker-dealer and clearing organization receivables		1,660,720		1,464,378		1,672,123		1,552,525		1,574,031
Premises and equipment, net		173,637		177,577		176,281		183,994		184,091
FDIC indemnification asset		25,458		29,340		33,143		40,304		47,940
Covered other real estate owned		35,777		36,744		40,343		42,304		45,374
Other assets		576,567		549,447		596,095		618,368		583,554
Goodwill		251,808		251,808		251,808		251,808		251,808
Other intangible assets, net		34,569		36,432		38,440		40,516		42,601
Total assets	$	13,346,126	$	13,365,786	$	13,532,800	$	13,288,573	$	12,338,427
Deposits:
Non-interest bearing	$	2,565,825	$	2,411,849	$	2,279,633	$	2,251,208	$	2,272,905
Interest bearing		5,393,897		5,566,270		5,383,814		5,323,414		5,056,957
Total deposits		7,959,722		7,978,119		7,663,447		7,574,622		7,329,862
Broker-dealer and clearing organization payables		1,504,172		1,287,563		1,517,698		1,395,314		1,437,548
Short-term borrowings		1,064,325		1,206,424		1,477,201		1,515,069		753,777
Securities sold, not yet purchased, at fair value		255,551		232,821		173,509		149,869		144,193
Notes payable		202,700		208,809		300,196		300,283		324,701
Junior subordinated debentures		67,012		67,012		67,012		67,012		67,012
Other liabilities		367,188		470,231		424,381		393,351		392,025
Total liabilities		11,420,670		11,450,979		11,623,444		11,395,520		10,449,118
Common stock		960		960		959		963		984
Additional paid-in capital		1,526,867		1,526,369		1,525,169		1,529,903		1,570,329
Accumulated other comprehensive income (loss)		(9,698)		(394)		2,585		2,112		897
Retained earnings		404,260		384,545		376,873		356,564		313,197
Deferred compensation employee stock trust, net		857		848		840		845		893
Employee stock trust		(254)		(247)		(241)		(248)		(300)
Total Hilltop stockholders' equity		1,922,992		1,912,081		1,906,185		1,890,139		1,886,000
Noncontrolling interests		2,464		2,726		3,171		2,914		3,309
Total stockholders' equity		1,925,456		1,914,807		1,909,356		1,893,053		1,889,309
Total liabilities & stockholders' equity	$	13,346,126	$	13,365,786	$	13,532,800	$	13,288,573	$	12,338,427

	Three Months Ended
Consolidated Income Statements	March 31,		December 31,		September 30,		June 30,		March 31,
(in 000's, except per share data)	2018		2017		2017		2017		2017
Interest income:
Loans, including fees	$	99,944	$	105,658	$	102,546	$	113,793	$	89,991
Securities borrowed		16,300		11,994		11,404		9,597		8,053
Securities:
Taxable		10,953		10,824		10,214		8,833		6,600
Tax-exempt		1,772		1,717		1,471		1,375		1,244
Other		4,391		3,472		3,309		2,708		2,353
Total interest income		133,360		133,665		128,944		136,306		108,241
Interest expense:
Deposits		8,675		7,700		6,841		5,464		4,690
Securities loaned		13,739		9,581		8,935		7,481		6,340
Short-term borrowings		4,043		4,118		4,567		3,648		1,418
Notes payable		2,497		2,611		2,680		2,826		2,814
Junior subordinated debentures		822		787		774		744		711
Other		164		176		167		167		168
Total interest expense		29,940		24,973		23,964		20,330		16,141
Net interest income		103,420		108,692		104,980		115,976		92,100
Provision (recovery) for loan losses		(1,807)		5,453		1,260		5,853		1,705
Net interest income after provision (recovery) for loan losses		105,227		103,239		103,720		110,123		90,395
Noninterest income:
Net gains from sale of loans and other mortgage production income		105,767		122,132		138,498		153,688		124,150
Mortgage loan origination fees		20,626		23,156		25,256		25,976		19,556
Securities commissions and fees		39,383		40,868		38,735		37,804		39,057
Investment and securities advisory fees and commissions		17,625		36,561		25,620		25,537		22,202
Net insurance premiums earned		34,315		35,645		34,493		36,020		36,140
Other		17,427		32,094		35,875		65,667		30,334
Total noninterest income		235,143		290,456		298,477		344,692		271,439
Noninterest expense:
Employees' compensation and benefits		182,600		205,642		209,747		214,719		186,886
Occupancy and equipment, net		27,830		29,658		29,073		27,919		27,293
Professional services		24,704		24,220		25,560		26,696		25,045
Loss and loss adjustment expenses		15,532		8,583		31,234		33,184		21,700
Other		57,536		60,567		58,228		63,733		59,568
Total noninterest expense		308,202		328,670		353,842		366,251		320,492
Income before income taxes		32,168		65,025		48,355		88,564		41,342
Income tax expense		7,488		51,350		18,003		25,754		15,035
Net income		24,680		13,675		30,352		62,810		26,307
Less: Net income (loss) attributable to noncontrolling interest		239		247		146		334		(127)
Income attributable to Hilltop	$	24,441	$	13,428	$	30,206	$	62,476	$	26,434
Earnings per common share:
Basic	$	0.25	$	0.14	$	0.31	$	0.64	$	0.27
Diluted	$	0.25	$	0.14	$	0.31	$	0.63	$	0.27
Cash dividends declared per common share	$	0.07	$	0.06	$	0.06	$	0.06	$	0.06
Weighted average shares outstanding:
Basic		95,985		95,903		96,096		98,154		98,441
Diluted		96,146		96,080		96,306		98,414		98,757

	Three Months Ended March 31, 2018
Segment Results					Mortgage						All Other and		Hilltop
(in 000's)	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	86,638	$	12,550	$	941	$	787	$	(2,091)	$	4,595	$	103,420
Provision (recovery) for loan losses		(1,531)		(276)		—		—		—		—		(1,807)
Noninterest income		10,180		68,547		127,102		35,018		(712)		(4,992)		235,143
Noninterest expense		59,370		77,776		130,704		31,013		9,403		(64)		308,202
Income (loss) before income taxes	$	38,979	$	3,597	$	(2,661)	$	4,792	$	(12,206)	$	(333)	$	32,168

	Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
Selected Financial Data	2018		2017		2017		2017		2017
Hilltop Consolidated:
Return on average stockholders' equity (1)		5.19%		2.78%		6.32%		13.24%		5.73%
Return on average assets (1)		0.77%		0.41%		0.90%		1.94%		0.88%
Net interest margin (2) (3)		3.52%		3.57%		3.44%		3.98%		3.47%
Net interest margin (taxable equivalent) (3) (4):
As reported		3.53%		3.59%		3.46%		3.99%		3.49%
Impact of purchase accounting		36 bps		43 bps		37 bps		82 bps		49 bps
Book value per common share ($)		20.02		19.92		19.88		19.62		19.17
Shares outstanding, end of period (000's)		96,048		95,982		95,904		96,333		98,407
Dividend payout ratio (1) (5)		27.49%		42.86%		19.09%		9.43%		22.30%
Banking Segment:
Net interest margin (2)		4.15%		4.23%		4.03%		4.80%		4.21%
Net interest margin (taxable equivalent) (4):
As reported		4.16%		4.24%		4.05%		4.81%		4.23%
Impact of purchase accounting		51 bps		60 bps		51 bps		112 bps		67 bps
Accretion of discount on loans ($000's)		9,867		12,642		10,541		23,164		12,098
Non-covered net charge-offs (recoveries) ($000's)		(1,312)		4,635		908		842		238
Return on average assets (1)		1.31%		-0.08%		0.94%		1.63%		0.94%
Fee income ratio		10.51%		10.22%		11.33%		19.97%		13.13%
Efficiency ratio		61.32%		60.18%		62.29%		48.96%		64.36%
Employees' compensation and benefits ($000's)		30,811		31,159		30,810		31,790		31,512
Broker-Dealer Segment:
Net revenue (6)		81,097		114,326		103,633		103,159		91,039
Employees' compensation and benefits ($000's)		52,265		70,169		60,365		62,840		57,240
Variable compensation expense ($000's)		39,383		41,239		35,085		36,556		30,808
Compensation as a % of net revenue		64.4%		61.4%		58.2%		60.9%		62.9%
Pre-tax margin		4.44%		16.73%		19.49%		15.33%		10.45%
Mortgage Origination Segment:
Mortgage loan originations - volume ($000's):
Home purchases		2,358,692		2,870,864		3,332,441		3,502,128		2,269,138
Refinancings		601,105		732,129		640,064		555,956		555,193
Total mortgage loan originations - volume		2,959,797		3,602,993		3,972,505		4,058,084		2,824,331
Mortgage loan sales - volume ($000's)		3,185,438		3,791,638		4,002,195		3,385,260		3,275,167
Mortgage servicing rights asset ($000's) (7)		63,957		54,714		47,766		43,580		45,573
Employees' compensation and benefits ($000's)		91,059		96,257		111,133		115,189		89,958
Variable compensation expense ($000's) (8)		46,292		57,434		64,956		69,445		44,841
Insurance Segment:
Loss and LAE ratio		45.3%		24.1%		90.6%		92.1%		60.0%
Expense ratio		39.9%		41.0%		40.4%		39.7%		38.4%
Combined ratio		85.2%		65.1%		131.0%		131.8%		98.4%
Employees' compensation and benefits ($000's)		3,255		3,418		2,578		2,786		2,780

(1) Noted measures during the three months ended December 31, 2017 include estimated non-cash, non-recurring charges to Hilltop Consolidated and Banking Segment results of $28.4 million and $25.7 million, respectively, primarily attributable to the revaluation of deferred tax assets as a result of the enactment of the Tax Legislation. Certain Tax Legislation amounts are considered reasonable estimates as of March 31, 2018 and could be adjusted during the measurement period, which will end in December 2018, as a result of further refinement of our calculations, changes in interpretations and assumptions made, guidance that may be issued and actions we may take as a result of Tax Legislation.

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

(3) Noted measures during the 2017 periods presented reflect certain category reclassifications within the detailed calculations to conform with the current period presentation.

(4) 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 the applicable 21% federal income tax rate for the 2018 period and 35% federal income tax rate for the 2017 periods. 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 $0.3 million, $0.6 million, $0.6 million, $0.5 million, and  $0.5 million, respectively, and for the Banking Segment were $0.2 million, $0.4 million, $0.4 million, $0.4 million, and $0.4  million, respectively.

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

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

(7) 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.

(8) Noted measures during the 2017 periods presented reflect certain category reclassifications that affect variable compensation expense to conform with the current period presentation.

	March 31,		December 31,		September 30,		June 30,		March 31,
Capital Ratios	2018		2017		2017		2017		2017
Tier 1 capital (to average assets):
PlainsCapital		13.01%		12.32%		12.18%		12.11%		13.09%
Hilltop		13.26%		12.94%		12.87%		13.07%		13.98%
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		15.39%		14.47%		14.44%		13.95%		15.50%
Hilltop		18.60%		17.71%		17.66%		17.53%		19.03%
Tier 1 capital (to risk-weighted assets):
PlainsCapital		15.39%		14.47%		14.44%		13.95%		15.50%
Hilltop		19.11%		18.24%		18.20%		18.07%		19.62%
Total capital (to risk-weighted assets):
PlainsCapital		16.25%		15.29%		15.23%		14.72%		16.30%
Hilltop		19.63%		18.78%		18.71%		18.57%		20.12%

	March 31,		December 31,		September 30,		June 30,		March 31,
Non-Covered Non-Performing Loans Portfolio Data	2018		2017		2017		2017		2017
Non-covered loans accounted for on a non-accrual basis ($000's):
Commercial and industrial		20,768		20,878		21,434		13,818		13,490
Real estate		17,971		18,978		17,996		14,877		14,437
Construction and land development		595		611		626		632		661
Consumer		52		56		63		208		223
Broker-dealer		—		—		—		—		—
		39,386		40,523		40,119		29,535		28,811
Non-covered non-performing loans as a % of total non-covered loans		0.52%		0.51%		0.50%		0.36%		0.41%
Non-covered other real estate owned ($000's)		2,577		3,883		4,827		4,591		4,556
Other repossessed assets ($000's)		246		323		437		723		681
Non-covered non-performing assets ($000's)		42,209		44,729		45,383		34,849		34,048
Non-covered non-performing assets as a % of total assets		0.32%		0.33%		0.34%		0.26%		0.28%
Non-covered non-PCI loans past due 90 days or more and still accruing ($000's)		77,590		85,113		45,134		48,757		42,767
Troubled debt restructurings included in accruing non-covered loans ($000's)		1,123		1,150		1,163		1,170		1,180

	Three Months Ended March 31,
	2018						2017
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or
Net Interest Margin (Taxable Equivalent) Details	Balance		Paid		Rate		Balance		Paid		Rate
Assets
Interest-earning assets
Loans, gross (1)	$	7,603,001	$	99,944	5.27	%	$	7,094,928	$	89,991	5.08	%
Investment securities - taxable		1,613,608		10,928	2.71	%		1,088,010		6,576	2.43	%
Investment securities - non-taxable (2)		258,732		2,030	3.14	%		219,396		1,749	3.20	%
Federal funds sold and securities purchased under agreements to resell		189,623		481	1.03	%		117,661		79	0.27	%
Interest-bearing deposits in other financial institutions		632,727		2,478	1.59	%		675,083		1,274	0.77	%
Securities borrowed		1,537,306		16,300	4.24	%		1,487,079		8,053	2.17	%
Other		70,854		1,452	8.27	%		91,298		1,024	4.51	%
Interest-earning assets, gross (2)		11,905,851		133,613	4.50	%		10,773,455		108,746	4.04	%
Allowance for loan losses		(65,202)						(55,630)
Interest-earning assets, net		11,840,649						10,717,825
Noninterest-earning assets		1,228,058						1,395,563
Total assets	$	13,068,707					$	12,113,388
Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	5,494,657	$	8,675	0.64	%	$	4,936,895	$	4,690	0.39	%
Securities loaned		1,365,081		13,739	4.08	%		1,361,759		6,340	1.89	%
Notes payable and other borrowings		1,195,993		7,526	2.54	%		1,049,517		5,111	1.96	%
Total interest-bearing liabilities		8,055,731		29,940	1.50	%		7,348,171		16,141	0.89	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,419,725						2,234,789
Other liabilities		680,543						656,854
Total liabilities		11,155,999						10,239,814
Stockholders’ equity		1,911,160						1,870,441
Noncontrolling interest		1,548						3,133
Total liabilities and stockholders' equity	$	13,068,707					$	12,113,388
Net interest income (2)			$	103,673					$	92,605
Net interest spread (2)					2.99	%					3.16	%
Net interest margin (2)					3.53	%					3.49	%

(1) Average balance includes non-accrual loans.

(2) Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on a 21% federal income tax rate for the three months ended March 31, 2018 and a 35% federal income tax rate for the three months ended March 31, 2017. The adjustment to interest income was  $0.3  million and $0.5 million for the three months ended March 31, 2018 and 2017, respectively.

Conference Call Information

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern) on Friday,  April 27, 2018. Hilltop Co-CEOs Jeremy B. Ford and Alan B. White and other key management members will review first quarter 2018 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, 2018, Hilltop employed approximately 5,400 people and operated approximately 475 locations in 45  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, intentions, expected tax impacts, strategic acquisitions 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. Factors that could cause our actual results to differ materially from those described in the forward-looking statements include, among others:  (i) the possibility that any of the anticipated benefits of the proposed transaction with BORO will not be realized or will not be realized within the expected time period or that the transaction may be more expensive to complete than anticipated; (ii) the failure of the proposed transaction with BORO to close on the expected timeline or at all; and (iii) the ability to obtain regulatory approvals and meet other closing conditions to the acquisition of BORO, including approval by BORO shareholders on the expected terms and schedule.  For a discussion of certain other 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.