Hilltop Holdings Inc. - FORM 8-K - EX-99.1

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8-K - 8-K - Hilltop Holdings Inc.	f8-k.htm

Exhibit 99.1

	Investor Relations Contact:
	Isabell Novakov
	214-252-4029
	inovakov@hilltop-holdings.com

Hilltop Holdings Inc. Announces Financial Results for Second Quarter 2018

DALLAS — (BUSINESS WIRE) July 26, 2018 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the second quarter of 2018. Hilltop produced income of $33.1 million, or $0.35 per diluted share, for the second quarter of 2018, compared to $62.5 million, or $0.63 per diluted share, for the second quarter of 2017.

Hilltop also announced that its Board of Directors declared a quarterly cash dividend of $0.07 per common share, payable on August 31, 2018, to all common stockholders of record as of the close of business on August 15, 2018. Additionally, pursuant to the stock repurchase program authorized by the Hilltop Board of Directors in January 2018, Hilltop has paid $38.8 million to repurchase 1,702,696 shares at an average price of $22.81 during the first six months of 2018. These shares were returned to the pool of authorized but unissued shares of common stock.

Furthermore, in July 2018, the Hilltop Board of Directors authorized an increase to the aggregate amount of common stock the Company may repurchase under the aforementioned stock repurchase program to $100.0 million, an increase of $50.0 million. The stock repurchase program expires in January 2019 and is inclusive of repurchases to offset dilution related to grants of stock-based compensation.

Hilltop also received approval from federal regulators to proceed with its $85 million, all-cash acquisition of The Bank of River Oaks. The acquisition was approved by The Bank of River Oaks shareholders on May 10, 2018, and is expected to close on or about August 1, 2018. Once completed, The Bank of River Oaks will be merged into PlainsCapital Bank, and all customer accounts are expected to be converted to the PlainsCapital platform by the end of the year.

Jeremy Ford, Co-CEO of Hilltop, said, “We are very pleased to be moving forward with the closing of The Bank of River Oaks transaction and are excited about the strong prospects for future growth in our Houston franchise. Further, with the combination of dividends and share repurchases, we returned approximately $44 million to stockholders during the second quarter. Through strategic M&A, investments in our businesses to support profitable growth and the prudent return of capital, we are committed to delivering value for our stockholders.”

Alan White, Co-CEO of Hilltop, added, “Our teams are focused on delivering value to our clients and expanding relationships across the businesses. PlainsCapital Bank has continued to demonstrate strong credit quality, solid year-over-year deposit growth and balanced loan growth in a very competitive marketplace. While challenges in the mortgage industry persist, our teammates at PrimeLending are delivering higher market share through our purchase mortgage focused strategy and the business returned to profitability during the second quarter. HilltopSecurities’ diversified model continues to provide support to the franchise with revenue growth in its Retail, Clearing and Securities Lending businesses. National Lloyds’ performance for the quarter was substantially improved from 2017, as storm activity decreased versus normal seasonal trends.”

Second Quarter 2018 Highlights for Hilltop:

Hilltop’s annualized return on average assets and return on average equity for the second quarter of 2018 were 1.03% and 6.95%, respectively, compared to 1.94% and 13.24%, respectively, for the second quarter of 2017;

Hilltop’s book value per common share increased to $20.21 at June 30, 2018, compared to $20.02 at March 31, 2018;

Hilltop’s total assets were $13.7 billion at June 30, 2018, compared to $13.3 billion at March 31, 2018;

Non-covered loans1 held for investment, net of allowance for loan losses, increased by 2.0% to $5.7 billion and covered loans2, net of allowance for loan losses, decreased by 5.2% to $159.0 million at June 30, 2018 compared to March 31, 2018;

Non-covered non-performing loans increased to $42.0 million, or 0.50% of total non-covered loans, at June 30, 2018, compared to $39.4 million, or 0.52% of total non-covered loans, at March 31, 2018;

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Energy classified and criticized loans decreased to $17.0 million at June 30, 2018, compared to $28.5 million at March 31, 2018;

Loans held for sale increased by 38.6% from March 31, 2018 to $2.0 billion at June 30, 2018;

Total deposits were $7.8 billion at June 30, 2018, compared to $8.0 billion at March 31, 2018;

Hilltop maintained strong capital levels with a Tier 1 Leverage Ratio3 of 12.90% and a Common Equity Tier 1 Capital Ratio of 17.61% at June 30, 2018;

Hilltop’s net interest margin4 decreased to 3.46% for the second quarter of 2018, compared to 3.52% in the first quarter of 2018;

The provision (recovery) for loan losses was $0.3 million during the second quarter of 2018, compared to ($1.8) million in the first quarter of 2018;

For the second quarter of 2018, noninterest income was $279.4 million, compared to $344.7 million in the second quarter of 2017, an 18.9% decrease. The second quarter of 2017 included significant prior year non-recurring items related to the following:

The recognition within corporate of a pre-tax net increase to other noninterest income of $11.6 million related to the resolution of the appraisal proceedings from the SWS Merger; and

The Bank recorded an insurance receivable and related increase to other noninterest income of $15.0 million from coverage provided by an insurance policy for forgery related to a single, large loan of $24.5 million previously charged-off during the second quarter of 2016;

For the second quarter of 2018, noninterest expense was $338.5 million, compared to $366.3 million in the second quarter of 2017, a 7.6% decrease; and

Hilltop’s effective tax rate decreased to 24.3% during the second quarter of 2018, compared to 29.1% during the second quarter of 2017, and included significant items related to the following:

Reduction of the corporate tax rate in 2018 from 35% to 21% pursuant to the enactment of the Tax Cuts and Jobs Act of 2017 (“Tax Legislation”); and

Reduction in the second quarter of 2017 due to the previously mentioned nontaxable increase to noninterest income related to the SWS matter.

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 the quarter, excluding goodwill and intangible assets.

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

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Consolidated Financial and Other Information


Consolidated Balance Sheets	June 30,		March 31,		December 31,		September 30,		June 30,
(in 000's)	2018		2018		2017		2017		2017
Cash and due from banks	$	353,432	$	470,127	$	486,977	$	354,569	$	405,938
Federal funds sold		403		400		405		400		388
Securities purchased under agreements to resell		229,172		244,978		186,537		134,654		125,188
Assets segregated for regulatory purposes		128,417		198,170		186,578		207,336		167,565
Securities:
Trading, at fair value		634,197		756,151		730,685		676,411		471,485
Available for sale, at fair value		811,218		806,583		744,319		744,559		742,703
Held to maturity, at amortized cost		353,192		356,452		355,849		368,031		359,847
Equity, at fair value		21,218		20,876		21,241		20,983		20,503
		1,819,825		1,940,062		1,852,094		1,809,984		1,594,538
Loans held for sale		1,953,562		1,409,634		1,715,357		1,939,321		2,000,257
Non-covered loans, net of unearned income		6,384,660		6,216,809		6,273,669		6,148,813		6,118,211
Allowance for non-covered loan losses		(59,996)		(60,371)		(60,957)		(58,779)		(59,208)
Non-covered loans, net		6,324,664		6,156,438		6,212,712		6,090,034		6,059,003

Covered loans, net of allowance for covered loan losses		158,996		167,781		179,400		188,269		205,877
Broker-dealer and clearing organization receivables		1,614,951		1,660,720		1,464,378		1,672,123		1,552,525
Premises and equipment, net		172,911		173,637		177,577		176,281		183,994
FDIC indemnification asset		23,525		25,458		29,340		33,143		40,304
Covered other real estate owned		34,895		35,777		36,744		40,343		42,304
Other assets		589,897		576,567		549,447		596,095		618,368
Goodwill		251,808		251,808		251,808		251,808		251,808
Other intangible assets, net		32,716		34,569		36,432		38,440		40,516
Total assets	$	13,689,174	$	13,346,126	$	13,365,786	$	13,532,800	$	13,288,573

Deposits:
Non interest-bearing	$	2,468,332	$	2,565,825	$	2,411,849	$	2,279,633	$	2,251,208
Interest-bearing		5,345,290		5,393,897		5,566,270		5,383,814		5,323,414
Total deposits		7,813,622		7,959,722		7,978,119		7,663,447		7,574,622
Broker-dealer and clearing organization payables		1,409,904		1,504,172		1,287,563		1,517,698		1,395,314
Short-term borrowings		1,610,735		1,064,325		1,206,424		1,477,201		1,515,069
Securities sold, not yet purchased, at fair value		251,581		255,551		232,821		173,509		149,869
Notes payable		227,736		202,700		208,809		300,196		300,283
Junior subordinated debentures		67,012		67,012		67,012		67,012		67,012
Other liabilities		392,171		367,188		470,231		424,381		393,351
Total liabilities		11,772,761		11,420,670		11,450,979		11,623,444		11,395,520

Common stock		946		960		960		959		963
Additional paid-in capital		1,502,105		1,526,867		1,526,369		1,525,169		1,529,903
Accumulated other comprehensive income (loss)		(11,846)		(9,698)		(394)		2,585		2,112
Retained earnings		419,683		404,260		384,545		376,873		356,564
Deferred compensation employee stock trust, net		857		857		848		840		845
Employee stock trust		(252)		(254)		(247)		(241)		(248)
Total Hilltop stockholders' equity		1,911,493		1,922,992		1,912,081		1,906,185		1,890,139
Noncontrolling interests		4,920		2,464		2,726		3,171		2,914
Total stockholders' equity		1,916,413		1,925,456		1,914,807		1,909,356		1,893,053
Total liabilities & stockholders' equity	$	13,689,174	$	13,346,126	$	13,365,786	$	13,532,800	$	13,288,573

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	Three Months Ended
Consolidated Income Statements	June 30,		March 31,		December 31,		September 30,		June 30,
(in 000's, except per share data)	2018		2018		2017		2017		2017
Interest income:
Loans, including fees	$	103,924	$	99,944	$	105,658	$	102,546	$	113,793
Securities borrowed		17,486		16,300		11,994		11,404		9,597
Securities:
Taxable		12,516		10,953		10,824		10,214		8,833
Tax-exempt		1,697		1,772		1,717		1,471		1,375
Other		4,417		4,391		3,472		3,309		2,708
Total interest income		140,040		133,360		133,665		128,944		136,306

Interest expense:
Deposits		10,136		8,675		7,700		6,841		5,464
Securities loaned		15,075		13,739		9,581		8,935		7,481
Short-term borrowings		6,466		4,043		4,118		4,567		3,648
Notes payable		2,437		2,497		2,611		2,680		2,826
Junior subordinated debentures		918		822		787		774		744
Other		160		164		176		167		167
Total interest expense		35,192		29,940		24,973		23,964		20,330

Net interest income		104,848		103,420		108,692		104,980		115,976
Provision (recovery) for loan losses		340		(1,807)		5,453		1,260		5,853
Net interest income after provision (recovery) for loan losses		104,508		105,227		103,239		103,720		110,123

Noninterest income:
Net gains from sale of loans and other mortgage production income		132,478		105,767		122,132		138,498		153,688
Mortgage loan origination fees		29,318		20,626		23,156		25,256		25,976
Securities commissions and fees		38,320		38,717		40,868		38,735		37,804
Investment and securities advisory fees and commissions		21,965		18,354		36,561		25,620		25,537
Net insurance premiums earned		34,105		34,315		35,645		34,493		36,020
Other		23,248		17,364		32,094		35,875		65,667
Total noninterest income		279,434		235,143		290,456		298,477		344,692

Noninterest expense:
Employees' compensation and benefits		200,632		182,600		205,642		209,747		214,719
Occupancy and equipment, net		27,893		27,830		29,658		29,073		27,919
Professional services		26,020		24,704		24,220		25,560		26,696
Loss and loss adjustment expenses		24,409		15,532		8,583		31,234		33,184
Other		59,563		57,536		60,567		58,228		63,733
Total noninterest expense		338,517		308,202		328,670		353,842		366,251

Income before income taxes		45,425		32,168		65,025		48,355		88,564
Income tax expense		11,034		7,488		51,350		18,003		25,754
Net income		34,391		24,680		13,675		30,352		62,810
Less: Net income attributable to noncontrolling interest		1,311		239		247		146		334
Income attributable to Hilltop	$	33,080	$	24,441	$	13,428	$	30,206	$	62,476

Earnings per common share:
Basic	$	0.35	$	0.25	$	0.14	$	0.31	$	0.64
Diluted	$	0.35	$	0.25	$	0.14	$	0.31	$	0.63

Cash dividends declared per common share	$	0.07	$	0.07	$	0.06	$	0.06	$	0.06

Weighted average shares outstanding:
Basic		95,270		95,985		95,903		96,096		98,154
Diluted		95,358		96,146		96,080		96,306		98,414


	Three Months Ended June 30, 2018
Segment Results					Mortgage						All Other and		Hilltop
(in 000's)	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	87,958	$	12,890	$	704	$	793	$	(2,482)	$	4,985	$	104,848
Provision for loan losses		—		340		—		—		—		—		340
Noninterest income		10,644		73,589		162,759		36,546		1,436		(5,540)		279,434
Noninterest expense		65,542		77,967		150,026		39,712		5,340		(70)		338,517
Income (loss) before income taxes	$	33,060	$	8,172	$	13,437	$	(2,373)	$	(6,386)	$	(485)	$	45,425

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	Three Months Ended
	June 30,		March 31,		December 31,		September 30,		June 30,
Selected Financial Data	2018		2018		2017		2017		2017

Hilltop Consolidated:
Return on average stockholders' equity (1)		6.95%		5.19%		2.78%		6.32%		13.24%
Return on average assets (1)		1.03%		0.77%		0.41%		0.90%		1.94%
Net interest margin (2) (3)		3.46%		3.52%		3.57%		3.44%		3.98%
Net interest margin (taxable equivalent) (3) (4):
As reported		3.47%		3.53%		3.59%		3.46%		3.99%
Impact of purchase accounting		29 bps		36 bps		43 bps		37 bps		82 bps
Book value per common share ($)		20.21		20.02		19.92		19.88		19.62
Shares outstanding, end of period (000's)		94,571		96,048		95,982		95,904		96,333
Dividend payout ratio (1) (5)		20.16%		27.49%		42.86%		19.09%		9.43%

Banking Segment:
Net interest margin (2)		4.11%		4.15%		4.23%		4.03%		4.80%
Net interest margin (taxable equivalent) (4):
As reported		4.12%		4.16%		4.24%		4.05%		4.81%
Impact of purchase accounting		42 bps		51 bps		60 bps		51 bps		112 bps
Accretion of discount on loans ($000's)		8,343		9,867		12,642		10,541		23,164
Non-covered net charge-offs (recoveries) ($000's)		1,510		(1,312)		4,635		908		842
Return on average assets (1)		1.09%		1.31%		-0.08%		0.94%		1.63%
Fee income ratio		10.79%		10.51%		10.22%		11.33%		19.97%
Efficiency ratio		66.47%		61.32%		60.18%		62.29%		48.96%
Employees' compensation and benefits ($000's)		32,442		30,811		31,159		30,810		31,790

Broker-Dealer Segment:
Net revenue (6)		86,479		81,097		114,326		103,633		103,159
Employees' compensation and benefits ($000's)		52,418		52,265		70,169		60,365		62,840
Variable compensation expense ($000's)		26,036		24,594		41,239		35,085		36,556
Compensation as a % of net revenue		60.6%		64.4%		61.4%		58.2%		60.9%
Pre-tax margin		9.45%		4.44%		16.73%		19.49%		15.33%

Mortgage Origination Segment:
Mortgage loan originations - volume ($000's):
Home purchases		3,615,991		2,358,692		2,870,864		3,332,441		3,502,128
Refinancings		491,384		601,105		732,129		640,064		555,956
Total mortgage loan originations - volume		4,107,375		2,959,797		3,602,993		3,972,505		4,058,084
Mortgage loan sales - volume ($000's)		3,526,603		3,185,438		3,791,638		4,002,195		3,385,260
Mortgage servicing rights asset ($000's) (7)		57,373		63,957		54,714		47,766		43,580
Employees' compensation and benefits ($000's)		111,713		91,059		96,257		111,133		115,189
Variable compensation expense ($000's) (8)		66,531		46,292		57,434		64,956		69,445

Insurance Segment:
Loss and LAE ratio		71.6%		45.3%		24.1%		90.6%		92.1%
Expense ratio		39.5%		39.9%		41.0%		40.4%		39.7%
Combined ratio		111.1%		85.2%		65.1%		131.0%		131.8%
Employees' compensation and benefits ($000's)		2,954		3,255		3,418		2,578		2,786

(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 June 30, 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 periods 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 $0.2 million, $0.3 million, $0.6 million, $0.6 million, and $0.5 million, respectively, and for the Banking Segment were $0.2 million, $0.2 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 measure during the 2017 periods presented reflects certain category reclassifications that affect variable compensation expense to conform with the current period presentation.

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	June 30,		March 31,		December 31,		September 30,		June 30,
Capital Ratios	2018		2018		2017		2017		2017
Tier 1 capital (to average assets):
PlainsCapital		12.80%		13.01%		12.32%		12.18%		12.11%
Hilltop		12.90%		13.26%		12.94%		12.87%		13.07%
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		14.59%		15.39%		14.47%		14.44%		13.95%
Hilltop		17.61%		18.60%		17.71%		17.66%		17.53%
Tier 1 capital (to risk-weighted assets):
PlainsCapital		14.59%		15.39%		14.47%		14.44%		13.95%
Hilltop		18.10%		19.11%		18.24%		18.20%		18.07%
Total capital (to risk-weighted assets):
PlainsCapital		15.38%		16.25%		15.29%		15.23%		14.72%
Hilltop		18.58%		19.63%		18.78%		18.71%		18.57%


	June 30,		March 31,		December 31,		September 30,		June 30,
Non-Covered Non-Performing Loans Portfolio Data	2018		2018		2017		2017		2017

Non-covered loans accounted for on a non-accrual basis ($000's):
Commercial and industrial		22,815		20,768		20,878		21,434		13,818
Real estate		18,529		17,971		18,978		17,996		14,877
Construction and land development		569		595		611		626		632
Consumer		49		52		56		63		208
Broker-dealer		—		—		—		—		—
		41,962		39,386		40,523		40,119		29,535

Non-covered non-performing loans as a % of total non-covered loans		0.50%		0.52%		0.51%		0.50%		0.36%

Non-covered other real estate owned ($000's)		2,929		2,577		3,883		4,827		4,591

Other repossessed assets ($000's)		168		246		323		437		723

Non-covered non-performing assets ($000's)		45,059		42,209		44,729		45,383		34,849

Non-covered non-performing assets as a % of total assets		0.33%		0.32%		0.33%		0.34%		0.26%

Non-covered non-PCI loans past due 90 days or more and still accruing ($000's)		74,060		77,590		85,113		45,134		48,757

Troubled debt restructurings included in accruing non-covered loans ($000's)		1,111		1,123		1,150		1,163		1,170


	Three Months Ended June 30,
	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 held for sale	$	1,589,149	$	18,241	4.59	%	$	1,672,968	$	18,021	4.31	%
Loans held for investment, gross (1)		6,374,873		85,683	5.34	%		6,121,332		95,772	6.22	%
Investment securities - taxable		1,663,257		12,486	3.00	%		1,399,402		8,811	2.52	%
Investment securities - non-taxable (2)		252,591		1,912	3.03	%		232,340		1,903	3.28	%
Federal funds sold and securities purchased under agreements to resell		228,786		859	1.51	%		147,179		242	0.66	%
Interest-bearing deposits in other financial institutions		419,006		1,890	1.81	%		550,716		1,375	1.00	%
Securities borrowed		1,544,235		17,486	4.48	%		1,512,222		9,597	2.51	%
Other		69,297		1,691	9.77	%		81,230		1,113	5.49	%
Interest-earning assets, gross (2)		12,141,194		140,248	4.59	%		11,717,389		136,834	4.65	%
Allowance for loan losses		(63,944)						(57,976)
Interest-earning assets, net		12,077,250						11,659,413
Noninterest-earning assets		1,286,608						1,359,404
Total assets	$	13,363,858					$	13,018,817

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	5,366,535	$	10,136	0.76	%	$	5,140,116	$	5,464	0.43	%
Securities loaned		1,382,984		15,075	4.37	%		1,388,897		7,481	2.16	%
Notes payable and other borrowings		1,588,132		9,981	2.51	%		1,708,241		7,385	1.72	%
Total interest-bearing liabilities		8,337,651		35,192	1.69	%		8,237,254		20,330	0.99	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,492,253						2,273,533
Other liabilities		620,900						612,712
Total liabilities		11,450,804						11,123,499
Stockholders’ equity		1,910,316						1,893,052
Noncontrolling interest		2,738						2,266
Total liabilities and stockholders' equity	$	13,363,858					$	13,018,817

Net interest income (2)			$	105,056					$	116,504
Net interest spread (2)					2.90	%					3.66	%
Net interest margin (2)					3.47	%					3.99	%

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(1)

Average balance includes non-accrual loans.

(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on the applicable 21% federal income tax rate for the three months ended June 30, 2018 and 35% federal income tax rate for the three months ended June 30, 2017. The adjustment to interest income was $0.2 million and $0.5 million for the three months ended June 30, 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, July 27, 2018. Hilltop Co-CEOs Jeremy B. Ford and Alan B. White and other key management members will review second 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 June 30, 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 meet closing conditions to the acquisition of BORO. 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.

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