HOW

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-31987

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)


Maryland		84-1477939
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

6565 Hillcrest Avenue
Dallas, TX		75205
(Address of principal executive offices)		(Zip Code)

(214) 855-2177

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HTH	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ⌧		Accelerated filer ◻

Non-accelerated filer ◻		Smaller reporting company ☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧

The number of shares of the registrant's common stock outstanding at ~~October 28, 2021~~July 22, 2022 was ~~78,960,605.~~64,576,333.

Table of Contents

HILLTOP HOLDINGS INC.

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~JUNE 30, ~~2021~~2022

TABLE OF CONTENTS

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Assets
Cash and due from banks	$	2,463,111	$	1,062,560	$	1,783,554	$	2,823,138
Federal funds sold		406		386		381		385
Assets segregated for regulatory purposes		269,506		290,357		120,816		221,740
Securities purchased under agreements to resell		155,908		80,319		139,929		118,262
Securities:
Trading, at fair value		609,813		694,255		593,273		647,998
Available for sale, at fair value, net (amortized cost of $1,996,995 and $1,435,919, respectively)		1,994,183		1,462,205
Held to maturity, at amortized cost, net (fair value of $288,112 and $326,671, respectively)		277,419		311,944
Available for sale, at fair value, net (amortized cost of $1,667,837 and $2,148,635, respectively)						1,562,222		2,130,568
Held to maturity, at amortized cost, net (fair value of $876,531 and $276,296, respectively)						920,583		267,684
Equity, at fair value		221		140		197		250
		2,881,636		2,468,544		3,076,275		3,046,500

Loans held for sale		2,108,878		2,788,386		1,491,579		1,878,190
Loans held for investment, net of unearned income		7,552,926		7,693,141		7,930,619		7,879,904
Allowance for credit losses		(109,512)		(149,044)		(95,298)		(91,352)
Loans held for investment, net		7,443,414		7,544,097		7,835,321		7,788,552

Broker-dealer and clearing organization receivables		1,419,652		1,404,727		1,049,830		1,672,946
Premises and equipment, net		210,026		211,595		195,361		204,438
Operating lease right-of-use assets		115,942		105,757		106,806		112,328
Mortgage servicing rights		110,931		143,742		121,688		86,990
Other assets		526,339		555,983		513,570		452,880
Goodwill		267,447		267,447		267,447		267,447
Other intangible assets, net		16,455		20,364		13,182		15,284
Total assets	$	17,989,651	$	16,944,264	$	16,715,739	$	18,689,080

Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing	$	4,433,148	$	3,612,384	$	4,601,643	$	4,577,183
Interest-bearing		7,699,014		7,629,935		7,319,143		8,240,894
Total deposits		12,132,162		11,242,319		11,920,786		12,818,077

Broker-dealer and clearing organization payables		1,496,923		1,368,373		934,818		1,477,300
Short-term borrowings		747,040		695,798		822,649		859,444
Securities sold, not yet purchased, at fair value		113,064		79,789		135,968		96,586
Notes payable		395,804		381,987		389,722		387,904
Operating lease liabilities		134,296		125,450		124,406		130,960
Junior subordinated debentures		—		67,012
Other liabilities		468,020		632,889		329,987		369,606
Total liabilities		15,487,309		14,593,617		14,658,336		16,139,877
Commitments and contingencies (see Notes 14 and 15)
Commitments and contingencies (see Notes 13 and 14)
Stockholders' equity:
Hilltop stockholders' equity:
Common stock, $0.01 par value, 125,000,000 shares authorized; 78,959,055 and 82,184,893 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		790		822
Common stock, $0.01 par value, 125,000,000 shares authorized; 64,576,333 and 78,964,978 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively						646		790
Additional paid-in capital		1,270,272		1,317,929		1,039,261		1,274,446
Accumulated other comprehensive income		367		17,763
Accumulated other comprehensive loss						(95,279)		(10,219)
Retained earnings		1,204,307		986,792		1,085,208		1,257,014
Deferred compensation employee stock trust, net		751		771		695		752
Employee stock trust (5,806 and 6,930 shares, at cost, at September 30, 2021 and December 31, 2020, respectively)		(116)		(138)
Employee stock trust (33,635 and 5,749 shares, at cost, at June 30, 2022 and December 31, 2021, respectively)						(954)		(115)
Total Hilltop stockholders' equity		2,476,371		2,323,939		2,029,577		2,522,668
Noncontrolling interests		25,971		26,708		27,826		26,535
Total stockholders' equity		2,502,342		2,350,647		2,057,403		2,549,203
Total liabilities and stockholders' equity	$	17,989,651	$	16,944,264	$	16,715,739	$	18,689,080

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Interest income:
Loans, including fees	$	99,769	$	104,955	$	308,208	$	323,983	$	98,728	$	104,162	$	189,136	$	208,439
Securities borrowed		8,585		10,705		53,143		36,915		10,498		15,586		19,315		44,558
Securities:
Taxable		12,341		11,035		33,717		38,428		17,288		11,125		32,869		21,376
Tax-exempt		2,687		1,687		7,127		4,836		2,141		2,338		4,560		4,440
Other		1,796		1,446		4,723		5,472		6,478		1,607		8,790		2,927
Total interest income		125,178		129,828		406,918		409,634		135,133		134,818		254,670		281,740

Interest expense:
Deposits		5,303		10,700		19,220		37,771		5,456		6,176		9,649		13,917
Securities loaned		6,519		8,729		44,350		30,802		8,512		12,345		15,984		37,831
Short-term borrowings		2,400		2,346		6,786		9,457		3,020		2,374		5,065		4,386
Notes payable		5,465		4,904		15,515		11,090		3,809		5,253		8,246		10,050
Junior subordinated debentures		419		608		1,558		2,163		—		577		—		1,139
Other		(18)		641		801		1,557		2,280		177		3,679		819
Total interest expense		20,088		27,928		88,230		92,840		23,077		26,902		42,623		68,142

Net interest income		105,090		101,900		318,688		316,794		112,056		107,916		212,047		213,598
Provision for (reversal of) credit losses		(5,819)		(602)		(39,648)		99,973		5,336		(28,720)		5,451		(33,829)
Net interest income after provision for (reversal of) credit losses		110,909		102,502		358,336		216,821		106,720		136,636		206,596		247,427

Noninterest income:
Net gains from sale of loans and other mortgage production income		203,152		307,896		669,857		753,699		97,543		199,625		208,437		466,705
Mortgage loan origination fees		38,780		47,681		124,081		121,576		42,378		42,146		74,440		85,301
Securities commissions and fees		34,412		32,496		111,026		106,799		34,757		38,300		71,903		76,614
Investment and securities advisory fees and commissions		49,646		36,866		109,609		89,166		32,002		32,268		61,707		59,963
Other		41,955		77,772		110,856		171,309		32,593		27,560		39,214		68,901
Total noninterest income		367,945		502,711		1,125,429		1,242,549		239,273		339,899		455,701		757,484

Noninterest expense:
Employees' compensation and benefits		258,679		294,907		777,518		768,156		205,327		248,486		405,346		518,839
Occupancy and equipment, net		25,428		26,124		74,861		71,820		24,231		25,004		48,997		49,433
Professional services		14,542		17,522		44,366		48,057		16,246		16,239		26,309		29,824
Other		56,525		60,792		168,459		163,422		52,739		53,639		104,241		111,934
Total noninterest expense		355,174		399,345		1,065,204		1,051,455		298,543		343,368		584,893		710,030

Income from continuing operations before income taxes		123,680		205,868		418,561		407,915
Income before income taxes										47,450		133,167		77,404		294,881
Income tax expense		28,257		46,820		97,261		93,776		12,127		31,234		17,942		69,004
Income from continuing operations		95,423		159,048		321,300		314,139
Income from discontinued operations, net of income taxes		—		736		—		34,662
Net income		95,423		159,784		321,300		348,801		35,323		101,933		59,462		225,877
Less: Net income attributable to noncontrolling interest		2,517		6,505		8,990		17,410		2,063		2,873		3,952		6,473
Income attributable to Hilltop	$	92,906	$	153,279	$	312,310	$	331,391	$	33,260	$	99,060	$	55,510	$	219,404


Earnings per common share:
Basic:
Earnings from continuing operations	$	1.16	$	1.69	$	3.84	$	3.29
Earnings from discontinued operations		—		0.01		—		0.38
Basic									$	0.45	$	1.21	$	0.73	$	2.68
Diluted									$	0.45	$	1.21	$	0.73	$	2.66
	$	1.16	$	1.70	$	3.84	$	3.67
Diluted:
Earnings from continuing operations	$	1.15	$	1.69	$	3.82	$	3.29
Earnings from discontinued operations		—		0.01		—		0.38
	$	1.15	$	1.70	$	3.82	$	3.67
Weighted average share information:
Basic		80,109		90,200		81,306		90,291		73,693		81,663		76,389		81,914
Diluted		80,542		90,200		81,763		90,291		73,838		82,199		76,569		82,407

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,


2021

2020

2021

2020
Net income

$
95,423

$
159,784

$
321,300

$
348,801
Other comprehensive income:

Change in fair value of cash flow and fair value hedges, net of tax of $88, $92, $522 and $(951), respectively

1,417

311

5,061

(3,266)
Net unrealized gains (losses) on securities available for sale, net of tax of $(2,444), $(99), $(6,619) and $4,554, respectively

(8,143)

(338)

(22,385)

15,512
Reclassification adjustment for gains (losses) included in net income, net of tax of $0, $1, $(21) and $37, respectively

—

4

(72)

125
Comprehensive income

88,697

159,761

303,904

361,172
Less: comprehensive income attributable to noncontrolling interest

2,517

6,505

8,990

17,410

Comprehensive income applicable to Hilltop

$
86,180

$
153,256

$
294,914

$
343,762


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	35,323	$	101,933	$	59,462	$	225,877
Other comprehensive income (loss):
Change in fair value of cash flow and fair value hedges, net of tax of $808, $(71), $2,911 and $434, respectively		14,532		(2,391)		36,409		3,644
Net unrealized gains (losses) on securities available for sale, net of tax of $(8,804), $1,799, $(19,481) and $(4,175), respectively		(31,775)		5,999		(67,318)		(14,242)
Reclassification adjustment for gains (losses) included in net income, net of tax of $0, $0, $3 and $(21), respectively		—		(1)		10		(72)
Adjustment for unrealized losses on securities transferred from available-for sale to held-to-maturity, net of tax of $0, $0, $(17,033) and $0, respectively		—		—		(56,690)		—
Amortization of unrealized losses on securities transferred from available-for-sale to held-maturity, net of tax $760, $0, $760 and $0, respectively		2,529		—		2,529		—
Comprehensive income (loss)		20,609		105,540		(25,598)		215,207
Less: comprehensive income attributable to noncontrolling interest		2,063		2,873		3,952		6,473

Comprehensive income (loss) applicable to Hilltop	$	18,546	$	102,667	$	(29,550)	$	208,734

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)


						Accumulated				Deferred					Total											Accumulated				Deferred					Total
				Additional		Other				Compensation		Employee			Hilltop				Total					Additional		Other				Compensation		Employee			Hilltop				Total
	Common Stock			Paid-in		Comprehensive		Retained		Employee Stock		Stock Trust			Stockholders’		Noncontrolling		Stockholders’		Common Stock			Paid-in		Comprehensive		Retained		Employee Stock		Stock Trust			Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		Income		Earnings		Trust, Net		Shares	Amount		Equity		Interest		Equity		Shares	Amount		Capital		Income (Loss)		Earnings		Trust, Net		Shares	Amount		Equity		Interest		Equity
Balance, June 30, 2020	90,222	$	902	$	1,439,686	$	23,813	$	797,331	$	778	8	$	(150)	$	2,262,360	$	29,773	$	2,292,133
Balance, March 31, 2021																					82,261	$	823	$	1,319,518	$	3,486	$	1,094,727	$	752	6	$	(121)	$	2,419,185	$	26,830	$	2,446,015
Net income	—		—		—		—		153,279		—	—		—		153,279		6,505		159,784	—		—		—		—		99,060		—	—		—		99,060		2,873		101,933
Other comprehensive loss	—		—		—		(23)		—		—	—		—		(23)		—		(23)
Stock-based compensation expense	—		—		3,790		—		—		—	—		—		3,790		—		3,790
Common stock issued to board members	7		—		147		—		—		—	—		—		147		—		147
Issuance of common stock related to share-based awards, net	9		—		(64)		—		—		—	—		—		(64)		—		(64)
Repurchases of common stock	—		—		29		—		(30)		—	—		—		(1)		—		(1)
Dividends on common stock ($0.09 per share)	—		—		—		—		(8,119)		—	—		—		(8,119)		—		(8,119)
Deferred compensation plan	—		—		—		—		—		(4)	(1)		7		3		—		3
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—		(8,917)		(8,917)
Balance, September 30, 2020	90,238	$	902	$	1,443,588	$	23,790	$	942,461	$	774	7	$	(143)	$	2,411,372	$	27,361	$	2,438,733

Balance, June 30, 2021	81,153	$	812	$	1,302,439	$	7,093	$	1,159,304	$	754	6	$	(121)	$	2,470,281	$	26,095	$	2,496,376
Net income	—		—		—		—		92,906		—	—		—		92,906		2,517		95,423
Other comprehensive loss	—		—		—		(6,726)		—		—	—		—		(6,726)		—		(6,726)
Other comprehensive income																					—		—		—		3,607		—		—	—		—		3,607		—		3,607
Stock-based compensation expense	—		—		4,103		—		—		—	—		—		4,103		—		4,103	—		—		4,192		—		—		—	—		—		4,192		—		4,192
Common stock issued to board members	5		—		152		—		—		—	—		—		152		—		152	4		—		150		—		—		—	—		—		150		—		150
Issuance of common stock related to share-based awards, net	43		—		(441)		—		—		—	—		—		(441)		—		(441)	129		1		(1,505)		—		—		—	—		—		(1,504)		—		(1,504)
Repurchases of common stock	(2,242)		(22)		(35,981)		—		(38,157)		—	—		—		(74,160)		—		(74,160)	(1,241)		(12)		(19,916)		—		(24,594)		—	—		—		(44,522)		—		(44,522)
Dividends on common stock ($0.12 per share)	—		—		—		—		(9,746)		—	—		—		(9,746)		—		(9,746)	—		—		—		—		(9,889)		—	—		—		(9,889)		—		(9,889)
Deferred compensation plan	—		—		—		—		—		(3)	—		5		2		—		2	—		—		—		—		—		2	—		—		2		—		2
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—		(2,641)		(2,641)	—		—		—		—		—		—	—		—		—		(3,608)		(3,608)
Balance, September 30, 2021	78,959	$	790	$	1,270,272	$	367	$	1,204,307	$	751	6	$	(116)	$	2,476,371	$	25,971	$	2,502,342
Balance, June 30, 2021																					81,153	$	812	$	1,302,439	$	7,093	$	1,159,304	$	754	6	$	(121)	$	2,470,281	$	26,095	$	2,496,376

Balance, March 31, 2022																					79,439	$	794	$	1,275,649	$	(80,565)	$	1,267,415	$	744	5	$	(104)	$	2,463,933	$	26,662	$	2,490,595
Net income																					—		—		—		—		33,260		—	—		—		33,260		2,063		35,323
Other comprehensive loss																					—		—		—		(14,714)		—		—	—		—		(14,714)		—		(14,714)
Stock-based compensation expense																					—		—		2,105		—		—		—	—		—		2,105		—		2,105
Common stock issued to board members																					6		—		153		—		—		—	—		—		153		—		153
Issuance of common stock related to share-based awards, net																					—		—		(7)		—		—		—	—		—		(7)		—		(7)
Repurchases of common stock																					(14,869)		(148)		(238,639)		—		(203,549)		—	—		—		(442,336)		—		(442,336)
Dividends on common stock ($0.15 per share)																					—		—		—		—		(11,918)		—	—		—		(11,918)		—		(11,918)
Deferred compensation plan																					—		—		—		—		—		(49)	29		(850)		(899)		—		(899)
Net cash distributed to noncontrolling interest																					—		—		—		—		—		—	—		—		—		(899)		(899)
Balance, June 30, 2022																					64,576	$	646	$	1,039,261	$	(95,279)	$	1,085,208	$	695	34	$	(954)	$	2,029,577	$	27,826	$	2,057,403

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(in thousands)

(Unaudited)


						Accumulated				Deferred					Total		��										Accumulated				Deferred					Total
				Additional		Other				Compensation		Employee			Hilltop					Total					Additional		Other				Compensation		Employee			Hilltop				Total
	Common Stock			Paid-in		Comprehensive		Retained		Employee Stock		Stock Trust			Stockholders’			Noncontrolling		Stockholders’		Common Stock			Paid-in		Comprehensive		Retained		Employee Stock		Stock Trust			Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		Income		Earnings		Trust, Net		Shares	Amount		Equity			Interest		Equity
Balance, December 31, 2019	90,641	$	906	$	1,445,233	$	11,419	$	644,860	$	776	8	$	(155)	$	2,103,039		$	25,757	$	2,128,796
Net income	—		—		—		—		331,391		—	—		—		331,391			17,410		348,801
Other comprehensive income	—		—		—		12,371		—		—	—		—		12,371			—		12,371
Stock-based compensation expense	—		—		10,549		—		—		—	—		—		10,549			—		10,549
Common stock issued to board members	25		—		439		—		—		—	—		—		439			—		439
Issuance of common stock related to share-based awards, net	293		3		(1,091)		—		—		—	—		—		(1,088)			—		(1,088)
Repurchases of common stock	(721)		(7)		(11,542)		—		(3,701)		—	—		—		(15,250)			—		(15,250)
Dividends on common stock ($0.27 per share)	—		—		—		—		(24,398)		—	—		—		(24,398)			—		(24,398)
Deferred compensation plan	—		—		—		—		—		(2)	(1)		12		10			—		10
Adoption of accounting standards	—		—		—		—		(5,691)		—	—		—		(5,691)			—		(5,691)
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—			(15,806)		(15,806)
Balance, September 30, 2020	90,238	$	902	$	1,443,588	$	23,790	$	942,461	$	774	7	$	(143)	$	2,411,372		$	27,361	$	2,438,733
																						Shares	Amount		Capital		Income (Loss)		Earnings		Trust, Net		Shares	Amount		Equity		Interest		Equity
Balance, December 31, 2020	82,185	$	822	$	1,317,929	$	17,763	$	986,792	$	771	7	$	(138)	$	2,323,939		$	26,708	$	2,350,647	82,185	$	822	$	1,317,929	$	17,763	$	986,792	$	771	7	$	(138)	$	2,323,939	$	26,708	$	2,350,647
Net income	—		—		—		—		312,310		—	—		—		312,310			8,990		321,300	—		—		—		—		219,404		—	—		—		219,404		6,473		225,877
Other comprehensive loss	—		—		—		(17,396)		—		—	—		—		(17,396)			—		(17,396)	—		—		—		(10,670)		—		—	—		—		(10,670)		—		(10,670)
Stock-based compensation expense	—		—		12,889		—		—		—	—		—		12,889			—		12,889	—		—		8,786		—		—		—	—		—		8,786		—		8,786
Common stock issued to board members	13		—		449		—		—		—	—		—		449			—		449	8		—		297		—		—		—	—		—		297		—		297
Issuance of common stock related to share-based awards, net	394		3		(2,694)		—		—		—	—		—		(2,691)			—		(2,691)	351		3		(2,253)		—		—		—	—		—		(2,250)		—		(2,250)
Repurchases of common stock	(3,633)		(35)		(58,301)		—		(65,295)		—	—		—		(123,631)			—		(123,631)	(1,391)		(13)		(22,320)		—		(27,138)		—	—		—		(49,471)		—		(49,471)
Dividends on common stock ($0.36 per share)	—		—		—		—		(29,500)		—	—		—		(29,500)			—		(29,500)
Dividends on common stock ($0.24 per share)																						—		—		—		—		(19,754)		—	—		—		(19,754)		—		(19,754)
Deferred compensation plan	—		—		—		—		—		(20)	(1)		22		2			—		2	—		—		—		—		—		(17)	(1)		17		—		—		—
Net cash distributed to noncontrolling interest	—		—		—		—		—		—	—		—		—			(9,727)		(9,727)	—		—		—		—		—		—	—		—		—		(7,086)		(7,086)
Balance, September 30, 2021	78,959	$	790	$	1,270,272	$	367	$	1,204,307	$	751	6	$	(116)	$	2,476,371		$	25,971	$	2,502,342
Balance, June 30, 2021																						81,153	$	812	$	1,302,439	$	7,093	$	1,159,304	$	754	6	$	(121)	$	2,470,281	$	26,095	$	2,496,376

Balance, December 31, 2021																						78,965	$	790	$	1,274,446	$	(10,219)	$	1,257,014	$	752	6	$	(115)	$	2,522,668	$	26,535	$	2,549,203
Net income																						—		—		—		—		55,510		—	—		—		55,510		3,952		59,462
Other comprehensive loss																						—		—		—		(85,060)		—		—	—		—		(85,060)		—		(85,060)
Stock-based compensation expense																						—		—		7,219		—		—		—	—		—		7,219		—		7,219
Common stock issued to board members																						11		—		305		—		—		—	—		—		305		—		305
Issuance of common stock related to share-based awards, net																						469		4		(4,070)		—		—		—	—		—		(4,066)		—		(4,066)
Repurchases of common stock																						(14,869)		(148)		(238,639)		—		(203,549)		—	—		—		(442,336)		—		(442,336)
Dividends on common stock ($0.30 per share)																						—		—		—		—		(23,767)		—	—		—		(23,767)		—		(23,767)
Deferred compensation plan																						—		—		—		—		—		(57)	28		(839)		(896)		—		(896)
Net cash distributed to noncontrolling interest																						—		—		—		—		—		—	—		—		—		(2,661)		(2,661)
Balance, June 30, 2022																						64,576	$	646	$	1,039,261	$	(95,279)	$	1,085,208	$	695	34	$	(954)	$	2,029,577	$	27,826	$	2,057,403

See accompanying notes.

Table of Contents

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended September 30,				Six Months Ended June 30,
	2021		2020		2022		2021
Operating Activities
Net income	$	321,300	$	348,801	$	59,462	$	225,877
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for (reversal of) credit losses		(39,648)		99,973		5,451		(33,829)
Depreciation, amortization and accretion, net		18,393		15,093		14,171		10,531
Deferred income taxes		(382)		(73)		2,585		2,380
Other, net		14,049		4,145		7,296		10,077
Net change in securities purchased under agreements to resell		(75,589)		(31,072)		(21,667)		(122,319)
Net change in trading securities		84,442		21,825		54,725		11,772
Net change in broker-dealer and clearing organization receivables		(223,819)		491,035		893,304		(190,385)
Net change in other assets		(50,625)		(94,997)		(1,432)		(45,972)
Net change in broker-dealer and clearing organization payables		152,755		(273,013)		(629,481)		44,751
Net change in other liabilities		(105,402)		147,058		(40,489)		(105,218)
Net change in securities sold, not yet purchased		33,275		12,206		39,382		53,161
Proceeds from sale of mortgage servicing rights asset		116,000		18,650		1,876		84,633
Change in valuation of mortgage servicing rights asset		(12,821)		32,408		(18,064)		(15,273)
Net gains from sales of loans		(669,857)	��	(753,699)		(208,437)		(466,705)
Loans originated for sale		(21,563,008)		(19,351,752)		(8,206,551)		(13,539,646)
Proceeds from loans sold		22,874,493		19,417,331		8,793,501		13,750,233
Net cash provided by operating activities for continuing operations		873,556		103,919
Net cash used in operating activities for discontinued operations		—		(29,269)
Net cash provided by operating activities		873,556		74,650
Net cash provided by (used in) operating activities						745,632		(325,932)
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity		34,082		69,937		39,631		22,887
Proceeds from sales, maturities and principal reductions of securities available for sale		507,365		321,049		190,943		385,411
Purchases of securities held to maturity		—		(7,553)		(6,254)		—
Purchases of securities available for sale		(1,075,154)		(704,933)		(470,617)		(764,283)
Purchases of equity securities						(30)		—
Net change in loans held for investment		360,518		(647,420)		(316,887)		249,069
Purchases of premises and equipment and other assets		(22,079)		(25,331)		(4,559)		(16,696)
Proceeds from sales of premises and equipment and other real estate owned		4,252		20,912		1,803		3,263
Net cash received from (paid to) Federal Home Loan Bank and Federal Reserve Bank stock		(82)		22,847
Net cash used in investing activities for continuing operations		(191,098)		(950,492)
Net cash provided by investing activities for discontinued operations		—		1,941
Net cash received from disposal of discontinued operations		—		85,499
Net cash paid to Federal Home Loan Bank and Federal Reserve Bank stock						(144)		(72)
Net cash used in investing activities		(191,098)		(863,052)		(566,114)		(120,421)
Financing Activities
Net change in deposits		865,638		2,208,031		(810,292)		517,962
Net change in short-term borrowings		51,203		(645,160)		(37,200)		220,024
Proceeds from notes payable		739,372		1,200,343		412,421		488,341
Payments on notes payable		(792,893)		(1,060,681)
Payments on notes payable and junior subordinated debentures						(410,832)		(473,891)
Payments to repurchase common stock		(123,631)		(15,250)		(442,336)		(49,471)
Dividends paid on common stock		(29,500)		(24,398)		(23,767)		(19,754)
Net cash distributed to noncontrolling interest		(9,727)		(15,806)		(2,661)		(7,086)
Other, net		(3,200)		(1,560)		(5,363)		(2,586)
Net cash provided by financing activities		697,262		1,645,519
Net cash provided by (used in) financing activities						(1,320,030)		673,539

Net change in cash, cash equivalents and restricted cash		1,379,720		857,117		(1,140,512)		227,186
Cash, cash equivalents and restricted cash, beginning of period		1,353,303		642,789		3,045,263		1,353,303
Cash, cash equivalents and restricted cash, end of period	$	2,733,023	$	1,499,906	$	1,904,751	$	1,580,489

Reconciliation of Cash, Cash Equivalents and Restricted Cash to Consolidated Balance Sheets
Cash and due from banks	$	2,463,111	$	1,277,865	$	1,783,554	$	1,372,818
Federal funds sold		406		420		381		387
Assets segregated for regulatory purposes		269,506		221,621		120,816		207,284
Total cash, cash equivalents and restricted cash	$	2,733,023	$	1,499,906	$	1,904,751	$	1,580,489
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	85,069	$	87,798	$	42,273	$	69,479
Cash paid for income taxes, net of refunds	$	83,129	$	87,581	$	6,840	$	55,498
Supplemental Schedule of Non-Cash Activities
Conversion of loans to other real estate owned	$	2,924	$	13,669	$	179	$	1,805
Additions to mortgage services rights	$	70,368	$	123,266
Additions to mortgage servicing rights					$	18,510	$	50,115
Carrying amount of AFS securities transferred to HTM, net of $70,435 unrealized loss					$	686,840	$	—

See accompanying notes.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. Summary of Significant Accounting and Reporting Policies

Nature of Operations

Hilltop Holdings Inc. (“Hilltop” and, collectively with its subsidiaries, the “Company”) is a financial holding company registered under the Bank Holding Company Act of 1956. The Company’s primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank (the “Bank”). In addition, the Company provides an array of financial products and services through its broker-dealer and mortgage origination subsidiaries.

On June 30, 2020, Hilltop completed the sale of all of the outstanding capital stock of National Lloyds Corporation (“NLC”), which comprised the operations of the former insurance segment, for cash proceeds of $154.1 million, and was subject to post-closing adjustments. Accordingly, NLC’s results for the three and nine months ended September 30, 2020 have been presented as discontinued operations in the consolidated financial statements. For further details, see Note 3 to the consolidated financial statements.

The Company, headquartered in Dallas, Texas, provides its products and services through 2 primary business units, ~~within continuing operations,~~ PlainsCapital Corporation (“PCC”) and Hilltop Securities Holdings LLC (“Securities Holdings”). PCC is a financial holding company that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, clearing, securities lending, structured finance and retail brokerage services throughout the United States. ~~Unless otherwise noted, the Company’s notes to the consolidated financial statements present information limited to continuing operations.~~

As a result of the spread of the novel coronavirus (“COVID-19”) pandemic, economic uncertainties have contributed to significant volatility in the global economy, as well as banking and other financial activity in the areas in which the Company operates. The effects of COVID-19 have had, and may continue to have, an adverse effect on the financial markets and overall economic conditions on an unprecedented scale. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. COVID-19 presents material uncertainty which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (“~~2020~~2021 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for credit losses, the fair values of financial instruments, the mortgage loan indemnification liability, and the potential impairment of goodwill and identifiable intangible assets are particularly subject to change. The Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements. Actual amounts

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date.

Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in Hilltop Opportunity Partners LLC, a merchant bank utilized to facilitate investments in companies engaged in non-financial activities. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”).

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”), which holds an ownership interest in and is the managing member of certain affiliated business arrangements (“ABAs”).

PCC also owned 100% of the outstanding common securities of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which were not included in the consolidated financial statements under the requirements of the Variable Interest Entities (“VIE”) Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) because the primary beneficiaries of the Trusts are not within the consolidated group. Following receipt of regulatory approval, during June, July and August 2021, PCC submitted to the trustees of each of the Trusts notices to redeem in full outstanding junior subordinated debentures of $67.0 million issued by PCC, which resulted in the full

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

redemption to the holders of the associated preferred securities and common securities during the third quarter of 2021. For further details, see Note 16 to the consolidated financial statements included in the Company’s 2021 Form 10-K.

Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Momentum Independent Network Inc. (“Momentum Independent Network” and collectively with Hilltop Securities, the “Hilltop Broker-Dealers”) and Hilltop Securities Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the SEC and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”),. Momentum Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA. Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC are registered investment advisers under the Investment Advisers Act of 1940.

In addition, Hilltop owns 100% of the membership interest in each of HTH Hillcrest Project LLC (“HTH Project LLC”) and Hilltop Investments I, LLC. Hilltop Investments I, LLC owns 5050%% of the membership interest in HTH Diamond Hillcrest Land LLC (“Hillcrest Land LLC”) which is consolidated under the aforementioned VIE Subsections of the ASC. These entities are related to the Hilltop Plaza investment discussed in detail in Note 2019 to the consolidated financial statements included in the Company’s ~~2020~~2021 Form 10-K and are collectively referred to as the “Hilltop Plaza Entities.”

The consolidated financial statements include the accounts of the above-named entities. Intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the ASC.

Certain reclassifications have been made to the prior period consolidated financial statements to conform with the current period presentation. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC.

Significant accounting policies are detailed in Note 1 to the consolidated financial statements included in the Company’s ~~2020~~2021 Form 10-K.

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

2. Recently Issued Accounting Standards

Accounting Standards Adopted During ~~2021~~2022

In ~~January 2020, FASB issued Accounting Standards Update (“ASU”) 2020-01 to clarify~~March 2022, the interaction among ASC 321, ASC 323, and ASC 815 for equity securities, equity method investments, and certain financial instruments to acquire equity securities. ASU 2020-01 clarifies whether re-measurement of equity investments is appropriate when observable transactions cause the equity method to be triggered or discontinued. ASU 2020-01 also provides that certain forward contracts and purchased options to acquire equity securities will be measured under ASC 321 without an assessment of subsequent accounting upon settlement or exercise. The amendment is effective in periods beginning after December 15, 2020. The Company adopted the provisions of this amendment as of January 1, 2021. The adoption of these provisions did not have a material impact on its consolidated financial statements.

~~In July 2021,~~ FASB issued ASU ~~2021-05, which~~2022-01 to expand and clarify the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets. ASU 2022-01 amends ~~ASC 842~~the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible. The amendment further improves the last-of-layer (renamed the “portfolio layer”) concepts to ~~require lessors~~expand to ~~classify leases as operating leases if they~~nonprepayable financial assets and allows more flexibility in the derivative structures used to hedge the interest rate risk. For entities that have ~~variable lease payments that do not depend on an index or rate and would have selling losses if they were classified as sales-type or direct financing leases.~~already adopted ASU 2017-12 this update is available for immediate adoption. As permitted within the amendment, the Company elected to early adopt the provisions as of ~~July 31, 2021.~~April 1, 2022 on a prospective basis. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

In ~~August 2021,~~March 2022, the FASB issued ASU ~~2021-06~~2022-02 to ~~both clarify~~eliminate the recognition and ~~improve~~measurement guidance on troubled debt restructurings for creditors, and require enhanced disclosures ~~related to depository lending and investment companies.~~about loan modifications for borrowers experiencing financial difficulty. The amendments ~~in ASU 2021-06~~ are effective ~~for fiscal years~~in periods beginning after December 15, ~~2021.~~2022 using either a prospective or modified retrospective transition. Early adoption of certain or all of the amendments is permitted. The Company is currently evaluating the ~~impact~~provisions of ~~adoption~~the amendments and the impact on its ~~consolidated financial statements, but does not believe the adoption of this amendment will have a material impact on its~~future consolidated financial statements.

~~3. Discontinued Operations~~

~~NLC Sale~~

On June 30, 2020, Hilltop completed the sale of all of the outstanding capital stock of NLC, which comprised the operations of the insurance segment, for cash proceeds of $154.1 million. During 2020, Hilltop recognized an aggregate gain associated with this transaction of $36.8 million, net of customary transaction costs of $5.1 million and was subject to post-closing adjustments. The resulting book gain from this sale transaction was not recognized for tax purposes due to the excess tax basis over book basis being greater than the recorded book gain. Any tax loss related to this transaction is deemed disallowed pursuant to the rules under the Internal Revenue Code.

During the first quarter of 2020, management determined that the then-pending sale of NLC met the criteria to be presented as discontinued operations. All related notes to the consolidated financial statements for discontinued operations have been included in this note.

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

~~The following table presents the results of discontinued operations for NLC for the periods indicated (in thousands).~~

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2020
Interest income:

Securities:

Taxable
$
—

$
1,752
Other

—

71
Total interest income

—

1,823

Interest expense:

Notes payable

—

775

Noninterest income:

Net insurance premiums earned

—

65,077
Other

—

3,051
Total noninterest income

—

68,128

Noninterest expense:

Employees' compensation and benefits

—

6,002
Occupancy and equipment, net

—

464
Professional services

—

18,201
Loss and loss adjustment expenses

—

38,419
Other

—

3,987
Total noninterest expense

—

67,073

Income from discontinued operations before income taxes

—

2,103
Gain on disposal of discontinued operations

736

33,077
Income tax expense

—

518
Income from discontinued operations, net of income taxes
$
736

$
34,662

~~Reinsurance Activity~~

~~The effects of reinsurance on premiums written and earned are included within discontinued operations and are summarized as follows (in thousands).~~

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2020


Written

Earned

Written

Earned
Premiums from direct business

$
—

$
—

$
63,811

$
61,384
Reinsurance assumed

—

—

6,396

6,452
Reinsurance ceded

—

—

(2,759)

(2,759)
Net premiums

$
—

$
—

$
67,448

$
65,077

~~The effects of reinsurance on incurred losses and LAE are included within discontinued operations and are as follows (in thousands).~~

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2020
Losses and LAE incurred

$
—

$
38,225
Reinsurance recoverables

—

194
Net loss and LAE incurred

$
—

$
38,419

1210

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

In June 2022, the FASB issued ASU 2022-03 to clarify the guidance on the fair value measurement of an equity security that is subject to a contractual sale restriction, and require specific disclosures for equity securities that are subject to such restrictions. The amendments are effective in periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

4.3. Fair Value Measurements

Fair Value Measurements and Disclosures

The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions.

The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below.

●

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

●

Level 2 Inputs: Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, yield curves, prepayment speeds, default rates, credit risks and loss severities), and inputs that are derived from or corroborated by market data, among others.

●

Level 3 Inputs: Unobservable inputs that reflect an entity’s own estimates about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others.

Fair Value Option

The Company has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and the retained mortgage servicing rights (“MSR”) asset at fair value, under the provisions of the Fair Value Option. The Company elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was ~~$1.90~~$1.37 billion and ~~$2.52~~$1.78 billion, respectively, and the unpaid principal balance of those loans was ~~$1.85~~$1.35 billion and ~~$2.41~~$1.73 billion, respectively. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations.

The Company holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of the Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined primarily using Level 2 inputs, as further described below. Those inputs include quotes from mortgage loan investors and derivatives dealers and data from independent pricing services. The fair value of loans held for sale is determined using an exit price method.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands).


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
September 30, 2021	Inputs		Inputs		Inputs		Fair Value
June 30, 2022									Inputs		Inputs		Inputs		Fair Value
Trading securities	$	8,301	$	601,512	$	—	$	609,813	$	8,594	$	584,679	$	—	$	593,273
Available for sale securities		—		1,994,183		—		1,994,183		—		1,562,222		—		1,562,222
Equity securities		221		—		—		221		197		—		—		197
Loans held for sale		—		1,828,626		72,519		1,901,145		—		1,330,651		41,732		1,372,383
Loans held for investment										—		—		9,027		9,027
Derivative assets		—		89,440		—		89,440		—		82,918		—		82,918
MSR asset		—		—		110,931		110,931		—		—		121,688		121,688
Securities sold, not yet purchased		79,725		33,339		—		113,064		68,543		67,425		—		135,968
Derivative liabilities		—		27,349		—		27,349		—		26,661		—		26,661


	Level 1		Level 2		Level 3			Total	Level 1		Level 2		Level 3			Total
December 31, 2020	Inputs		Inputs		Inputs			Fair Value
December 31, 2021									Inputs		Inputs		Inputs			Fair Value
Trading securities	$	45,390	$	648,865	$	—	$	694,255	$	8,628	$	639,370	$	—	$	647,998
Available for sale securities		—		1,462,205		—		1,462,205		—		2,130,568		—		2,130,568
Equity securities		140		—		—		140		250		—		—		250
Loans held for sale		—		2,449,588		71,816		2,521,404		—		1,734,875		47,716		1,782,591
Derivative assets		—		126,898		—		126,898		—		48,122		—		48,122
MSR asset		—		—		143,742		143,742		—		—		86,990		86,990
Securities sold, not yet purchased		54,494		25,295		—		79,789		45,973		50,613		—		96,586
Derivative liabilities		—		74,598		—		74,598		—		21,816		—		21,816

The following tables include a rollforward for those material financial instruments measured at fair value using Level 3 inputs (in thousands).


									Total Gains or Losses														Total Gains or Losses
									(Realized or Unrealized)														(Realized or Unrealized)
	Balance,						Transfers				Included in Other				Balance,						Transfers				Included in Other
	Beginning of		Purchases/		Sales/		to (from)		Included in		Comprehensive		Balance,		Beginning of		Purchases/		Sales/		to (from)		Included in		Comprehensive		Balance,
	Period		Additions		Reductions		Level 3		Net Income		Income (Loss)		End of Period		Period		Additions		Reductions		Level 3		Net Income		Income (Loss)		End of Period
Three months ended September 30, 2021
Three months ended June 30, 2022
Loans held for sale															$	45,977	$	13,456	$	(12,090)	$	1,094	$	(6,705)	$	—	$	41,732
Loans held for investment																9,611		—		(562)		—		(22)		—		9,027
MSR asset																100,475		11,210		—		—		10,003		—		121,688
Total															$	156,063	$	24,666	$	(12,652)	$	1,094	$	3,276	$	—	$	172,447

Six months ended June 30, 2022
Loans held for sale															$	47,716	$	20,442	$	(24,748)	$	5,838	$	(7,516)	$	—	$	41,732
Loans held for investment																—		9,611		(562)		—		(22)		—		9,027
MSR asset																86,990		18,510		(1,876)		—		18,064		—		121,688
Total															$	134,706	$	48,563	$	(27,186)	$	5,838	$	10,526	$	—	$	172,447

Three months ended June 30, 2021
Loans held for sale	$	71,433	$	18,817	$	(22,207)	$	(2,291)	$	6,767	$	—	$	72,519	$	77,275	$	18,962	$	(22,272)	$	(2,549)	$	17	$	—	$	71,433
MSR asset		124,497		20,252		(31,366)		—		(2,452)		—		110,931		142,125		15,815		(31,850)		—		(1,593)		—		124,497
Total	$	195,930	$	39,069	$	(53,573)	$	(2,291)	$	4,315	$	—	$	183,450	$	219,400	$	34,777	$	(54,122)	$	(2,549)	$	(1,576)	$	—	$	195,930

Nine months ended September 30, 2021
Six months ended June 30, 2021
Loans held for sale	$	71,816	$	50,273	$	(51,718)	$	(4,099)	$	6,247	$	—	$	72,519	$	71,816	$	31,456	$	(29,511)	$	(1,808)	$	(520)	$	—	$	71,433
MSR asset		143,742		70,368		(116,000)		—		12,821		—		110,931		143,742		50,115		(84,633)		—		15,273		—		124,497
Total	$	215,558	$	120,641	$	(167,718)	$	(4,099)	$	19,068	$	—	$	183,450	$	215,558	$	81,571	$	(114,144)	$	(1,808)	$	14,753	$	—	$	195,930

Three months ended September 30, 2020
Loans held for sale	$	91,936	$	5,338	$	(20,182)	$	1,097	$	(6,003)	$	—	$	72,186
MSR asset		81,264		59,351		—		—		(12,903)		—		127,712
Total	$	173,200	$	64,689	$	(20,182)	$	1,097	$	(18,906)	$	—	$	199,898

Nine months ended September 30, 2020
Loans held for sale	$	67,195	$	53,961	$	(51,125)	$	10,064	$	(7,909)	$	—	$	72,186
MSR asset		55,504		123,266		(18,650)		—		(32,408)		—		127,712
Total	$	122,699	$	177,227	$	(69,775)	$	10,064	$	(40,317)	$	—	$	199,898

All net realized and unrealized gains (losses) in the tables above are reflected in the accompanying consolidated financial statements. The unrealized gains (losses) relate to financial instruments still held at ~~September~~June 30, ~~2021.~~2022.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

For material Level 3 financial instruments measured at fair value on a recurring basis at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the significant unobservable inputs used in the fair value measurements were as follows.


			Range (Weighted-Average)																Range (Weighted-Average)
Financial instrument	Valuation Technique	Unobservable Inputs	September 30, 2021							December 31, 2020							Valuation Technique	Unobservable Inputs	June 30, 2022							December 31, 2021
Loans held for sale	Market comparable	Projected price	94	-	96	%	(	96	%)	91	-	94	%	(	94	%)	Market comparable	Projected price	86	-	89	%	(	87	%)	94	-	95	%	(	95	%)

Loans held for investment																	Discounted cash flow	Discount rate				11.00		%					—

MSR asset	Discounted cash flows	Constant prepayment rate				10.02		%					12.15		%		Discounted cash flow	Constant prepayment rate				8.42		%					10.02		%
		Discount rate				14.31		%					14.60		%			Discount rate				12.15		%					14.32		%

The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing is measured using Level 3 inputs. The fair value of such loans is generally based upon estimates of expected cash flows using unobservable inputs, including listing prices of comparable assets, uncorroborated expert opinions, and/or management’s knowledge of underlying collateral.

The fair value of certain loans held for investment by the Company’s merchant bank subsidiary is measured using the income approach with Level 3 inputs. The fair value of such loans is based upon estimates of expected cash flows using unobservable inputs, including credit spreads derived from comparable securities and benchmark credit curves, and management’s knowledge of underlying collateral.

The MSR asset is reported at fair value using Level 3 inputs. The MSR asset is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the MSR asset is impacted by a variety of factors. Prepayment and discount rates, the most significant unobservable inputs, are discussed further in Note 87 to the consolidated financial statements. The decrease in the prepayment rate used to value the MSR asset at ~~September~~June 30, ~~2021,~~2022, compared to December 31, ~~2020,~~2021, reflects the effect of increased mortgage rates reducing consumer refinancing ~~activity.~~activity, while the decrease in the discount rate addresses recent market trends related to MSR sales during the same period.

The Company had 0 transfers between Levels 1 and 2 during the periods presented. Any transfers are based on changes in the observability and/or significance of the valuation inputs and are assumed to occur at the beginning of the quarterly reporting period in which they occur.

The following table presents those changes in fair value of material instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands).


	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020						Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
			Other		Total				Other		Total				Other		Total				Other		Total
	Net		Noninterest		Changes in		Net		Noninterest		Changes in		Net		Noninterest		Changes in		Net		Noninterest		Changes in
	Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value
Loans held for sale	$	(32,694)	$	—	$	(32,694)	$	(9,167)	$	—	$	(9,167)	$	14,862	$	—	$	14,862	$	45,439	$	—	$	45,439
Loans held for investment														(283)		—		(283)		—		—		—
MSR asset		(2,452)		—		(2,452)		(12,903)		—		(12,903)		10,003		—		10,003		(1,593)		—		(1,593)


	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020						Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
			Other		Total				Other		Total				Other		Total				Other		Total
	Net		Noninterest		Changes in		Net		Noninterest		Changes in		Net		Noninterest		Changes in		Net		Noninterest		Changes in
	Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value		Gains (Losses)		Income		Fair Value
Loans held for sale	$	(55,211)	$	—	$	(55,211)	$	49,311	$	—	$	49,311	$	(35,994)	$	—	$	(35,994)	$	(22,517)	$	—	$	(22,517)
Loans held for investment														(283)		—		(283)		—		—		—
MSR asset		12,821		—		12,821		(32,408)		—		(32,408)		18,064		—		18,064		15,273		—		15,273

The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. There have been no changes to the methods for determining estimated fair value for financial assets and liabilities as described in detail in Note 54 to the consolidated financial statements included in the Company’s ~~2020~~2021 Form 10-K.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands).


			Estimated Fair Value										Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3				Carrying		Level 1		Level 2		Level 3
September 30, 2021	Amount		Inputs		Inputs		Inputs		Total
June 30, 2022											Amount		Inputs		Inputs		Inputs		Total
Financial assets:
Cash and cash equivalents	$	2,463,517	$	2,463,517	$	—	$	—	$	2,463,517	$	1,783,935	$	1,783,935	$	—	$	—	$	1,783,935
Assets segregated for regulatory purposes		269,506		269,506		—		—		269,506		120,816		120,816		—		—		120,816
Securities purchased under agreements to resell		155,908		—		155,908		—		155,908		139,929		—		139,929		—		139,929
Held to maturity securities		277,419		—		288,112		—		288,112		920,583		—		876,531		—		876,531
Loans held for sale		207,733		—		207,733		—		207,733		119,197		—		119,197		—		119,197
Loans held for investment, net		7,443,414		—		645,901		7,084,518		7,730,419		7,826,294		—		463,004		7,265,441		7,728,445
Broker-dealer and clearing organization receivables		1,419,652		—		1,419,652		—		1,419,652		1,049,830		—		1,049,830		—		1,049,830
Other assets		71,464		—		69,938		1,526		71,464		70,069		—		68,397		1,672		70,069

Financial liabilities:
Deposits		12,132,162		—		12,137,502		—		12,137,502		11,920,786		—		11,907,658		—		11,907,658
Broker-dealer and clearing organization payables		1,496,923		—		1,496,923		—		1,496,923		934,818		—		934,818		—		934,818
Short-term borrowings		747,040		—		747,040		—		747,040		822,649		—		822,649		—		822,649
Debt		395,804		—		395,804		—		395,804		389,722		—		389,722		—		389,722
Other liabilities		10,099		—		10,099		—		10,099		3,895		—		3,895		—		3,895


			Estimated Fair Value										Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3				Carrying		Level 1		Level 2		Level 3
December 31, 2020	Amount		Inputs		Inputs		Inputs		Total
December 31, 2021											Amount		Inputs		Inputs		Inputs		Total
Financial assets:
Cash and cash equivalents	$	1,062,946	$	1,062,946	$	—	$	—	$	1,062,946	$	2,823,523	$	2,823,523	$	—	$	—	$	2,823,523
Assets segregated for regulatory purposes		290,357		290,357		—		—		290,357		221,740		221,740		—		—		221,740
Securities purchased under agreements to resell		80,319		—		80,319		—		80,319		118,262		—		118,262		—		118,262
Held to maturity securities		311,944		—		326,671		—		326,671		267,684		—		276,296		—		276,296
Loans held for sale		266,982		—		266,982		—		266,982		95,599		—		95,599		—		95,599
Loans held for investment, net		7,544,097		—		437,007		7,351,411		7,788,418		7,788,552		—		733,193		7,266,732		7,999,925
Broker-dealer and clearing organization receivables		1,404,727		—		1,404,727		—		1,404,727		1,672,946		—		1,672,946		—		1,672,946
Other assets		74,881		—		73,111		1,770		74,881		73,041		—		71,290		1,751		73,041

Financial liabilities:
Deposits		11,242,319		—		11,256,629		—		11,256,629		12,818,077		—		12,821,138		—		12,821,138
Broker-dealer and clearing organization payables		1,368,373		—		1,368,373		—		1,368,373		1,477,300		—		1,477,300		—		1,477,300
Short-term borrowings		695,798		—		695,798		—		695,798		859,444		—		859,444		—		859,444
Debt		448,999		—		448,999		—		448,999		387,904		—		387,904		—		387,904
Other liabilities		6,133		—		6,133		—		6,133		3,944		—		3,944		—		3,944

The Company held equity investments other than securities of ~~$53.9~~$62.2 million and ~~$63.6~~$54.0 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, which are included within other assets in the consolidated balance sheets. Of the ~~$53.9~~$62.2 million of such equity investments held at ~~September~~June 30, ~~2021, $16.5~~2022, $28.2 million do not have readily determinable fair values and each is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The following table presents the adjustments to the carrying value of these investments during the periods presented (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Balance, beginning of period	$	26,988	$	20,613	$	22,844	$	19,771	$	27,986	$	22,905	$	16,817	$	22,844
Additional investments										—		—		11,000		—
Upward adjustments		122		2,221		6,006		3,852		231		5,763		445		5,884
Impairments and downward adjustments		(253)		(826)		(1,017)		(1,615)		(34)		(704)		(79)		(764)
Dispositions		(10,390)		—		(11,366)		—		—		(975)		—		(975)
Balance, end of period	$	16,467	$	22,008	$	16,467	$	22,008	$	28,183	$	26,989	$	28,183	$	26,989

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

4. Securities

The fair value of trading securities is summarized as follows (in thousands).


	June 30,		December 31,
	2022		2021
U.S. Treasury securities	$	3,689	$	3,728
U.S. government agencies:
Bonds		17,303		3,410
Residential mortgage-backed securities		133,290		152,093
Collateralized mortgage obligations		124,997		126,389
Corporate debt securities		64,543		60,671
States and political subdivisions		226,986		285,376
Private-label securitized product		16,529		11,377
Other		5,936		4,954
Totals	$	593,273	$	647,998

In addition to the securities shown above, the Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $136.0 million and $96.6 million at June 30, 2022 and December 31, 2021, respectively.

The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands).


	Available for Sale
	Amortized		Unrealized		Unrealized
June 30, 2022	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	24,937	$	—	$	(600)	$	24,337
U.S. government agencies:
Bonds		77,283		482		(443)		77,322
Residential mortgage-backed securities		486,800		80		(32,942)		453,938
Commercial mortgage-backed securities		189,572		62		(23,618)		166,016
Collateralized mortgage obligations		848,031		76		(45,584)		802,523
States and political subdivisions		41,214		163		(3,291)		38,086
Totals	$	1,667,837	$	863	$	(106,478)	$	1,562,222


	Available for Sale
	Amortized		Unrealized		Unrealized
December 31, 2021	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	14,937	$	—	$	(75)	$	14,862
U.S. government agencies:
Bonds		43,448		838		(153)		44,133
Residential mortgage-backed securities		900,084		7,979		(9,617)		898,446
Commercial mortgage-backed securities		219,460		367		(9,128)		210,699
Collateralized mortgage obligations		926,783		2,547		(12,464)		916,866
States and political subdivisions		43,923		1,839		(200)		45,562
Totals	$	2,148,635	$	13,570	$	(31,637)	$	2,130,568

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)


	Held to Maturity
	Amortized		Unrealized		Unrealized
June 30, 2022	Cost		Gains		Losses		Fair Value
U.S. government agencies:
Residential mortgage-backed securities	$	315,666	$	—	$	(15,987)	$	299,679
Commercial mortgage-backed securities		196,733		19		(6,543)		190,209
Collateralized mortgage obligations		336,313		—		(15,802)		320,511
States and political subdivisions		71,871		28		(5,767)		66,132
Totals	$	920,583	$	47	$	(44,099)	$	876,531


	Held to Maturity
	Amortized		Unrealized		Unrealized
December 31, 2021	Cost		Gains		Losses		Fair Value
U.S. government agencies:
Residential mortgage-backed securities	$	9,892	$	400	$	—	$	10,292
Commercial mortgage-backed securities		145,742		5,311		—		151,053
Collateralized mortgage obligations		43,990		476		—		44,466
States and political subdivisions		68,060		2,428		(3)		70,485
Totals	$	267,684	$	8,615	$	(3)	$	276,296

~~5. Securities~~Additionally, the Company had unrealized net gains of $0.1 million and $0.2 million at June 30, 2022 and December 31, 2021 from equity securities with fair values of $0.2 million and $0.2 million held at June 30, 2022 and December 31, 2021. The Company recognized net losses of $0.1 million during both the three and six months ended June 30, 2022 and 2021, due to changes in the fair value of equity securities still held at the balance sheet date. During the three and six months ended June 30, 2022 and 2021, net losses and gains recognized from equity securities sold were nominal.

The ~~fair~~Company transferred certain agency-issued securities from the available-for-sale to held-to-maturity portfolio on March 31, 2022 having a book value of ~~trading securities is summarized as follows (in thousands).~~

September 30,

December 31,

2021

2020
U.S. Treasury securities

$
3,401

$
40,491
U.S. government agencies:

Bonds

14,883

40
Residential mortgage-backed securities

196,241

336,081
Commercial mortgage-backed securities

—

876
Collateralized mortgage obligations

54,065

69,172
Corporate debt securities

72,029

62,481
States and political subdivisions

264,044

171,573
Private-label securitized product

177

8,571
Other

4,973

4,970
Totals

$
609,813

$
694,255

~~In addition to~~approximately $782 million and a market value of approximately $708 million. As of the date of transfer, the related pre-tax net unrecognized losses of approximately $74 million within the accumulated other comprehensive loss balance are being amortized over the remaining term of the securities ~~shown above,~~using the ~~Hilltop Broker-Dealers enter into transactions that represent commitments~~effective interest method. This transfer was completed after careful consideration of the Company’s intent and ability to ~~purchase and deliver~~hold these securities ~~at prevailing future market prices~~ to ~~facilitate customer transactions and satisfy such commitments. Accordingly,~~maturity. Factors used in assessing the ~~Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the financial statements. These~~ability to hold these securities which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $113.1 million and $79.8 million at September 30, 2021 and December 31, 2020, respectively.

~~The amortized cost and fair value of available for sale and held~~ to maturity ~~securities are summarized as follows (in thousands).~~were future liquidity needs and sources of funding.

Available for Sale

Amortized

Unrealized

Unrealized

September 30, 2021

Cost

Gains

Losses

Fair Value
U.S. Treasury securities

$
4,972

$
—

$
(16)

$
4,956
U.S. government agencies:

Bonds

45,181

1,010

(72)

46,119
Residential mortgage-backed securities

901,720

10,784

(8,247)

904,257
Commercial mortgage-backed securities

205,290

476

(8,129)

197,637
Collateralized mortgage obligations

794,258

3,992

(4,241)

794,009
States and political subdivisions

45,574

1,887

(256)

47,205
Totals

$
1,996,995

$
18,149

$
(20,961)

$
1,994,183

Available for Sale

Amortized

Unrealized

Unrealized

December 31, 2020

Cost

Gains

Losses

Fair Value
U.S. government agencies:

Bonds

$
82,036

$
1,095

$
(325)

$
82,806
Residential mortgage-backed securities

624,863

17,194

(446)

641,611
Commercial mortgage-backed securities

124,929

768

(1,159)

124,538
Collateralized mortgage obligations

559,362

6,916

(370)

565,908
States and political subdivisions

44,729

2,613

—

47,342
Totals

$
1,435,919

$
28,586

$
(2,300)

$
1,462,205

1716

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Held to Maturity

Amortized

Unrealized

Unrealized

September 30, 2021

Cost

Gains

Losses

Fair Value
U.S. government agencies:

Residential mortgage-backed securities

$
10,755

$
518

$
—

$
11,273
Commercial mortgage-backed securities

150,060

6,727

—

156,787
Collateralized mortgage obligations

48,210

1,070

—

49,280
States and political subdivisions

68,394

2,402

(24)

70,772
Totals

$
277,419

$
10,717

$
(24)

$
288,112

Held to Maturity

Amortized

Unrealized

Unrealized

December 31, 2020

Cost

Gains

Losses

Fair Value
U.S. government agencies:

Residential mortgage-backed securities

$
13,547

$
708

$
—

$
14,255
Commercial mortgage-backed securities

152,820

9,205

—

162,025
Collateralized mortgage obligations

74,932

2,036

—

76,968
States and political subdivisions

70,645

2,778

—

73,423
Totals

$
311,944

$
14,727

$
—

$
326,671

Additionally, the Company had unrealized net gains of $0.2 and $0.1 million at September 30, 2021 and December 31, 2020, respectively, from equity securities with fair values of $0.2 million and $0.1 million held at September 30, 2021 and December 31, 2020, respectively. The Company recognized nominal net gains and net losses during the three and nine months ended September 30, 2021 and 2020, respectively, due to changes in the fair value of equity securities still held at the balance sheet date. During the three and nine months ended September 30, 2021 and 2020, net gains recognized from equity securities sold were nominal.

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

Information regarding available for sale and held to maturity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands).


	September 30, 2021					December 31, 2020					June 30, 2022					December 31, 2021
	Number of			Unrealized		Number of			Unrealized		Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses		Securities	Fair Value		Losses		Securities	Fair Value		Losses
Available for Sale
U.S. treasury securities:
Unrealized loss for less than twelve months	1	$	4,956	$	16	—	$	—	$	—	3	$	24,337	$	600	2	$	14,862	$	75
Unrealized loss for twelve months or longer	—		—		—	—		—		—	—		—		—	—		—		—
	1		4,956		16	—		—		—	3		24,337		600	2		14,862		75
U.S. government agencies:
Bonds:
Unrealized loss for less than twelve months	1		4,985		15	8		60,298		325	1		4,831		168	2		9,904		94
Unrealized loss for twelve months or longer	1		6,389		57	—		—		—	2		10,841		275	1		6,184		59
	2		11,374		72	8		60,298		325	3		15,672		443	3		16,088		153
Residential mortgage-backed securities:
Unrealized loss for less than twelve months	58		608,502		7,983	15		86,287		429	108		388,795		25,793	52		548,392		6,915
Unrealized loss for twelve months or longer	5		27,357		264	—		—		—	8		58,313		7,149	17		104,378		2,702
	63		635,859		8,247	15		86,287		429	116		447,108		32,942	69		652,770		9,617
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	11		132,020		4,765	10		105,386		1,176	10		109,985		13,622	5		65,636		1,776
Unrealized loss for twelve months or longer	7		59,021		3,364	—		—		—	5		49,979		9,996	14		138,619		7,352
	18		191,041		8,129	10		105,386		1,176	15		159,964		23,618	19		204,255		9,128
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	39		363,054		3,943	10		101,990		324	117		748,245		42,634	72		618,464		11,316
Unrealized loss for twelve months or longer	7		46,686		298	5		13,611		46	8		22,853		2,950	10		62,647		1,148
	46		409,740		4,241	15		115,601		370	125		771,098		45,584	82		681,111		12,464
States and political subdivisions:
Unrealized loss for less than twelve months	25		8,993		256	—		—		—	42		22,054		2,535	14		5,576		200
Unrealized loss for twelve months or longer	—		—		—	—		—		—	6		1,970		756	—		—		—
	25		8,993		256	—		—		—	48		24,024		3,291	14		5,576		200
Total available for sale:
Unrealized loss for less than twelve months	135		1,122,510		16,978	43		353,961		2,254	281		1,298,247		85,352	147		1,262,834		20,376
Unrealized loss for twelve months or longer	20		139,453		3,983	5		13,611		46	29		143,956		21,126	42		311,828		11,261
	155	$	1,261,963	$	20,961	48	$	367,572	$	2,300	310	$	1,442,203	$	106,478	189	$	1,574,662	$	31,637


	September 30, 2021					December 31, 2020					June 30, 2022					December 31, 2021
	Number of			Unrealized		Number of			Unrealized		Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses		Securities	Fair Value		Losses		Securities	Fair Value		Losses
Held to Maturity
Residential mortgage-backed securities:
Unrealized loss for less than twelve months											30	$	196,968	$	9,481	—	$	—	$	—
Unrealized loss for twelve months or longer											15		102,710		6,506	—		—		—
											45		299,678		15,987	—		—		—
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months											31		180,360		6,347	—		—		—
Unrealized loss for twelve months or longer											1		3,073		196	—		—		—
											32		183,433		6,543	—		—		—
Collateralized mortgage obligations:
Unrealized loss for less than twelve months											47		247,023		11,557	—		—		—
Unrealized loss for twelve months or longer											9		73,481		4,245	—		—		—
											56		320,504		15,802	—		—		—
States and political subdivisions:
Unrealized loss for less than twelve months	6	$	1,831	$	21	2	$	578	$	—	161		57,790		5,713	2		558		1
Unrealized loss for twelve months or longer	1		264		3	—		—		—	1		214		54	1		266		2
	7		2,095		24	2		578		—	162		58,004		5,767	3		824		3
Total held to maturity:
Unrealized loss for less than twelve months	6		1,831		21	2		578		—	269		682,141		33,098	2		558		1
Unrealized loss for twelve months or longer	1		264		3	—		—		—	26		179,478		11,001	1		266		2
	7	$	2,095	$	24	2	$	578	$	—	295	$	861,619	$	44,099	3	$	824	$	3

1917

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and fair value of securities, excluding trading and equity securities, at ~~September~~June 30, ~~2021~~2022 are shown by contractual maturity below (in thousands).


	Available for Sale				Held to Maturity				Available for Sale				Held to Maturity
	Amortized				Amortized				Amortized				Amortized
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	2,025	$	2,053	$	667	$	682	$	34,547	$	34,413	$	275	$	275
Due after one year through five years		36,055		37,118		1,179		1,199		23,446		22,607		1,386		1,359
Due after five years through ten years		15,487		16,096		14,094		14,643		21,963		21,878		16,580		15,840
Due after ten years		42,160		43,013		52,454		54,248		63,478		60,847		53,630		48,658
		95,727		98,280		68,394		70,772		143,434		139,745		71,871		66,132

Residential mortgage-backed securities		901,720		904,257		10,755		11,273		486,800		453,938		315,666		299,679
Commercial mortgage-backed securities										189,572		166,016		196,733		190,209
Collateralized mortgage obligations		794,258		794,009		48,210		49,280		848,031		802,523		336,313		320,511
Commercial mortgage-backed securities		205,290		197,637		150,060		156,787
	$	1,996,995	$	1,994,183	$	277,419	$	288,112	$	1,667,837	$	1,562,222	$	920,583	$	876,531

The Company recognized net gains of ~~$2.0~~$6.8 million and ~~$86.2~~$11.1 million from its trading portfolio during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$21.8~~net losses of $4.7 million and ~~$106.7~~net gains of $19.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively.~~2021. In addition, the Hilltop Broker-Dealers realized net gains from structured product trading activities of ~~$17.0~~$2.4 million and net losses from structured product trading activities of ~~$14.4~~$8.9 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and net gains from structured product trading activities of ~~$52.1~~$9.1 million and ~~$27.8~~$35.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively.~~2021. The Company had nominal other realized gains and losses on securities during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Other realized gains on securities during the six months ended June 30, 2022 were nominal, compared with other realized losses on securities ~~during the nine months ended September 30, 2021 were~~of $0.1 ~~million, compared with other realized gains on securities of $0.2~~ million during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. All such realized gains and losses are recorded as a component of other noninterest income within the consolidated statements of operations.

Securities with a carrying amount of ~~$704.1~~$806.5 million and ~~$712.3~~$809.9 million (with a fair value of ~~$718.3~~$753.9 million and ~~$733.8~~$817.7 million, respectively) at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, were pledged by the Bank to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law. Substantially all of these pledged securities were included in the available for sale and held to maturity securities portfolios at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Mortgage-backed securities and collateralized mortgage obligations consist primarily of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored enterprises, and conditionally guaranteed by the full faith and credit of the United States.

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

6.5. Loans Held for Investment

The Bank originates loans to customers primarily in Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of agribusiness, construction, energy, real estate and wholesale/retail trade. The Hilltop Broker-Dealers make loans to customers and correspondents through transactions originated by both employees and independent retail representatives throughout the United States. The Hilltop Broker-Dealers control risk by requiring customers to maintain collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for loans are not included in the consolidated financial statements.

~~Loans held for investment summarized by portfolio segment are as follows (in thousands).~~

September 30,

December 31,

2021

2020
Commercial real estate

$
3,032,141

$
3,133,903
Commercial and industrial ⁽¹⁾

1,950,797

2,627,774
Construction and land development

789,693

828,852
1-4 family residential

1,104,847

629,938
Consumer

29,547

35,667
Broker-dealer ⁽²⁾

645,901

437,007

7,552,926

7,693,141
Allowance for credit losses

(109,512)

(149,044)
Total loans held for investment, net of allowance

$
7,443,414

$
7,544,097

~~(1)~~

~~Included loans totaling $133.2 million and $486.7 million at September 30, 2021 and December 31, 2020, respectively, funded through the Paycheck Protection Program.~~

~~(2)~~

~~Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations.~~

~~The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands).~~

Non-accrual Loans

September 30, 2021

December 31, 2020

Interest Income Recognized

With

With No

With

With No

Three Months Ended September 30,

Nine Months Ended September 30,

Allowance

Allowance

Total

Allowance

Allowance

Total

2021

2020

2021

2020
Commercial real estate:

Non-owner occupied

$
417

$
900

$
1,317

$
1,213

$
445

$
1,658

$
76

$
99

$
204

$
88
Owner occupied

3,071

1,317

4,388

3,473

6,002

9,475

345

156

574

241
Commercial and industrial

21,291

8,517

29,808

10,821

23,228

34,049

179

312

653

714
Construction and land development

2

364

366

102

405

507

13

36

48

89
1-4 family residential

1,432

18,476

19,908

4,726

16,651

21,377

796

134

2,837

1,299
Consumer

24

—

24

28

—

28

1

2

(120)

(1)
Broker-dealer

—

—

—

—

—

—

—

—

—

—

$
26,237

$
29,574

$
55,811

$
20,363

$
46,731

$
67,094

$
1,410

$
739

$
4,196

$
2,430

At September 30, 2021 and December 31, 2020, $5.3 million and $10.9 million, respectively, of real estate loans secured by residential properties and classified as held for sale were in non-accrual status.

Loans accounted for on a non-accrual basis decreased $11.3 million from December 31, 2020 to September 30, 2021, primarily due to decreases in commercial real estate owner occupied loans of $5.1 million, commercial and industrial loans of $4.2 million, and 1-4 family residential loans of $1.5 million. The respective decreases in commercial real estate owner occupied loans and commercial and industrial loans in non-accrual status since December 31, 2020 were primarily due to principal paydowns associated with five relationships.

2118

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Loans held for investment summarized by portfolio segment are as follows (in thousands).


	June 30,		December 31,
	2022		2021
Commercial real estate	$	3,262,628	$	3,042,729
Commercial and industrial ⁽¹⁾		1,786,116		1,875,420
Construction and land development		922,047		892,783
1-4 family residential		1,468,962		1,303,430
Consumer		27,862		32,349
Broker-dealer ⁽²⁾		463,004		733,193
		7,930,619		7,879,904
Allowance for credit losses		(95,298)		(91,352)
Total loans held for investment, net of allowance	$	7,835,321	$	7,788,552

(1)

Included loans totaling $7.0 million and $77.7 million at June 30, 2022 and December 31, 2021, respectively, funded through the Paycheck Protection Program.

(2)

Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations.

The following table provides details associated with non-accrual loans, excluding those classified as held for sale (in thousands).


	Non-accrual Loans
	June 30, 2022						December 31, 2021						Interest Income Recognized
	With		With No				With		With No				Three Months Ended June 30,				Six Months Ended June 30,
	Allowance		Allowance		Total		Allowance		Allowance		Total		2022		2021		2022		2021
Commercial real estate:
Non-owner occupied	$	603	$	653	$	1,256	$	413	$	1,853	$	2,266	$	60	$	54	$	157	$	128
Owner occupied		3,084		607		3,691		3,058		1,277		4,335		334		139		417		229
Commercial and industrial		9,112		4,203		13,315		16,536		5,942		22,478		439		331		627		474
Construction and land development		1		—		1		2		—		2		8		20		15		35
1-4 family residential		531		12,831		13,362		902		17,306		18,208		1,304		1,106		1,725		2,030
Consumer		19		—		19		23		—		23		—		(121)		—		(121)
Broker-dealer		—		—		—		—		—		—		—		—		—		—
	$	13,350	$	18,294	$	31,644	$	20,934	$	26,378	$	47,312	$	2,145	$	1,529	$	2,941	$	2,775

At June 30, 2022 and December 31, 2021, $3.2 million and $2.9 million, respectively, of real estate loans secured by residential properties and classified as held for sale were in non-accrual status.

Loans accounted for on a non-accrual basis decreased from December 31, 2021 to June 30, 2022, by $15.7 million. The change in nonaccrual loans was primarily due to decreases in commercial and industrial loans of $9.2 million, 1-4 family residential loans of $4.8 million, and commercial real estate non-owner occupied loans of $1.0 million. The respective decreases in commercial and industrial loans and commercial real estate non-owner occupied loans in non-accrual status since December 31, 2021 were primarily due to principal paydowns, settlements, and charge-offs associated with 5 relationships.

The Company considers non-accrual loans to be collateral-dependent unless there are underlying mitigating ~~circumstances.~~circumstances, such as expected cash flow recovery. The practical expedient to measure the allowance using the fair value of the collateral has been implemented.

The Bank classifies loan modifications as troubled debt restructurings (“TDRs”) when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. The Bank modifies loans by reducing interest rates and/or lengthening loan amortization schedules. The Bank may also reconfigure a single loan into 2 or more loans (“A/B Note”). The typical A/B Note restructure results in a “bad” loan which is charged off and a “good” loan or loans, the terms of which comply with the Bank’s customary underwriting policies. The debt charged off on the “bad” loan is not forgiven to the debtor.

In March 2020, the CARES Act was passed, which, among other things, allows the Bank to suspend the requirements for certain loan modifications to be categorized as a TDR, including the related impairment for accounting purposes. On ~~December 27, 2020, the Consolidated Appropriations Act 2021 was signed into law~~. Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extends certain relief provisions from the March CARES Act that were set to expire at the end of 2020. This new legislation extends the relief to financial institutions to suspend TDR assessment and reporting requirements under GAAP for loan modifications to the earlier of 60 days after the national emergency termination date or January 1, 2022. The Bank’s COVID-19 payment deferral programs allow for a deferral of principal and/or interest payments with such deferred principal payments due and payable on maturity date of the existing loan. The Bank’s actions included approval of approximately $1.0 billion in COVID-19 related loan modifications as of December 31, 2020. During 2021, the Bank continued to support its impacted banking clients through the approval of COVID-19 related loan modifications, which resulted in an additional $15 million of new COVID-19 related loan modifications since December 31, 2020. The portfolio of active deferrals that have not reached the end of their deferral period was approximately $17 million as of September 30, 2021. While the majority of the portfolio of COVID-19 related loan modifications no longer require deferral, such loans may represent elevated risk, and therefore management continues to monitor these loans. The extent to which these measures will impact the Bank remains uncertain, and any progression of loans, whether receiving COVID-19 payment deferrals or not, into non-accrual status during future periods is uncertain and will depend on future developments that cannot be predicted.

During the three months ended September 30, 2021 there were 0 TDRs granted that do not qualify for the CARES Act exemption, while there was 1 TDR granted during the nine months ended September 30, 2021 with an aggregate balance at date of extension and at September 30, 2021 of $0.7 million that does not qualify for the CARES Act exemption. During the three months ended September 30, 2020 there were 0 TDRs granted, while there were 2 TDRs granted during the nine months ended September 30, 2020 with an aggregate balance at date of extension of $7.8 million and an aggregate balance at September 30, 2020 of $3.2 million. The Bank had 0 unadvanced commitments to borrowers whose loans had been restructured in TDRs at September 30, 2021 and nominal commitments to such borrowers at December 31, 2020. There were $0.1 million TDRs granted during the twelve months preceding September 30, 2021, while there were 0 TDRs granted during the twelve months preceding September 30, 2020, for which a payment was at least 30 days past due.

~~An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands).~~

Accruing Loans

Loans Past Due

Loans Past Due

Loans Past Due

Total Past

Current

Total

Past Due
September 30, 2021

30-59 Days

60-89 Days

90 Days or More

Due Loans

Loans

Loans

90 Days or More
Commercial real estate:

Non-owner occupied

$
1,621

$
—

$
199

$
1,820

$
1,722,798

$
1,724,618

$
—
Owner occupied

149

—

2,274

2,423

1,305,100

1,307,523

—
Commercial and industrial

603

632

13,936

15,171

1,935,626

1,950,797

1
Construction and land development

10

77

—

87

789,606

789,693

—
1-4 family residential

4,009

1,676

7,021

12,706

1,092,141

1,104,847

88
Consumer

154

3

23

180

29,367

29,547

—
Broker-dealer

—

—

—

—

645,901

645,901

—

$
6,546

$
2,388

$
23,453

$
32,387

$
7,520,539

$
7,552,926

$
89

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

December 27, 2020, the Consolidated Appropriations Act 2021 was signed into law. Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extended certain relief provisions from the CARES Act to January 1, 2022. The Bank’s novel coronavirus (“COVID-19”) payment deferral programs allowed for a deferral of principal and/or interest payments with such deferred principal payments due and payable on maturity date of the existing loan.

Accruing Loans

Loans Past Due

Loans Past Due

Loans Past Due

Total Past

Current

Total

Past Due
December 31, 2020

30-59 Days

60-89 Days

90 Days or More

Due Loans

Loans

Loans

90 Days or More
Commercial real estate:

Non-owner occupied

$
1,919

$
—

$
199

$
2,118

$
1,786,193

$
1,788,311

$
—
Owner occupied

195

522

8,328

9,045

1,336,547

1,345,592

—
Commercial and industrial

3,114

407

7,318

10,839

2,616,935

2,627,774

6
Construction and land development

19

—

—

19

828,833

828,852

—
1-4 family residential

8,110

3,040

12,420

23,570

606,368

629,938

—
Consumer

172

123

26

321

35,346

35,667

—
Broker-dealer

—

—

—

—

437,007

437,007

—

$
13,529

$
4,092

$
28,291

$
45,912

$
7,647,229

$
7,693,141

$
6

There were 2 TDRs granted during the three months ended June 30, 2022 with a balance at date of extension of $3.0 million and a balance at June 30, 2022 of $3.0 million that do not qualify for the CARES Act exemption. There were 3 TDRs granted during the six months ended June 30, 2022 with a balance at date of extension of $3.6 million and a balance at June 30, 2022 of $3.1 million that do not qualify for the CARES Act exemption. During the three and six months ended June 30, 2021 there was 1 TDR granted with a balance at date of extension of $0.7 million and a balance at June 30, 2021 of $0.7 million that did not qualify for the CARES Act exemption. The Bank had 0 unadvanced commitments to borrowers whose loans had been restructured in TDRs at June 30, 2022 and nominal unadvanced commitments to such borrowers at December 31, 2021. There were 0 TDRs granted during the twelve months preceding June 30, 2022 and 2021 for which a payment was at least 30 days past due.

An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands).


													Accruing Loans
	Loans Past Due						Total Past		Current		Total		Past Due
June 30, 2022	30-59 Days		60-89 Days		90 Days or More		Due Loans		Loans		Loans		90 Days or More
Commercial real estate:
Non-owner occupied	$	—	$	—	$	198	$	198	$	1,910,938	$	1,911,136	$	—
Owner occupied		3,020		36		83		3,139		1,348,353		1,351,492		—
Commercial and industrial		9,086		59		8,025		17,170		1,768,946		1,786,116		—
Construction and land development		4,288		116		—		4,404		917,643		922,047		—
1-4 family residential		4,709		1,551		5,876		12,136		1,456,826		1,468,962		102
Consumer		191		15		18		224		27,638		27,862		—
Broker-dealer		—		—		—		—		463,004		463,004		—
	$	21,294	$	1,777	$	14,200	$	37,271	$	7,893,348	$	7,930,619	$	102


													Accruing Loans
	Loans Past Due						Total Past		Current		Total		Past Due
December 31, 2021	30-59 Days		60-89 Days		90 Days or More		Due Loans		Loans		Loans		90 Days or More
Commercial real estate:
Non-owner occupied	$	117	$	—	$	1,173	$	1,290	$	1,728,409	$	1,729,699	$	—
Owner occupied		590		688		2,273		3,551		1,309,479		1,313,030		—
Commercial and industrial		1,059		277		13,640		14,976		1,860,444		1,875,420		1
Construction and land development		946		—		—		946		891,837		892,783		—
1-4 family residential		7,642		2,738		4,842		15,222		1,288,208		1,303,430		100
Consumer		123		22		22		167		32,182		32,349		—
Broker-dealer		—		—		—		—		733,193		733,193		—
	$	10,477	$	3,725	$	21,950	$	36,152	$	7,843,752	$	7,879,904	$	101

In addition to the loans shown in the tables above, PrimeLending had ~~$175.6~~$82.3 million and ~~$243.6~~$60.7 million of loans included in loans held for sale (with an aggregate unpaid principal balance of ~~$177.2~~$82.8 million and ~~$245.5~~$61.7 million, respectively) that were 90 days past due and accruing interest at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending.

In response to the COVID-19 pandemic, the Company allowed modifications, such as payment deferrals for up to 90 days and temporary forbearance, to credit-worthy borrowers who are experiencing temporary hardship due to the effects of COVID-19. These short-term modifications generally meet the criteria of the CARES Act and, therefore, they are not reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral). The Company elected to accrue and recognize interest income on these modifications during the payment deferral period.

Additionally, the Company granted temporary forbearance to borrowers of a federally backed mortgage loan experiencing financial hardship due, directly or indirectly, to the COVID-19 pandemic. The CARES Act, which among other things, established the ability for financial institutions to grant a forbearance for up to 180 days, which can be extended for an additional 180-day period upon the request of the borrower. During that time, no fees, penalties or interest beyond the amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the mortgage contract will accrue on the borrower’s account. As of September 30, 2021, PrimeLending had $99.5 million of loans subject to repurchase under a forbearance agreement related to delinquencies on or after April 1, 2020.

Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, and (iv) general economic conditions in state and local markets. The Company defines classified loans as loans with a risk rating of substandard, doubtful or loss. There have been no changes to the risk rating internal grades utilized for commercial loans as described in detail in Note 7 to the consolidated financial statements in the Company’s 2020 Form 10-K.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the mortgage contract will accrue on the borrower’s account. As of June 30, 2022, PrimeLending had $36.1 million of loans subject to repurchase under a forbearance agreement related to delinquencies on or after April 1, 2020.

Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, and (iv) general economic conditions in state and local markets. The Company defines classified loans as loans with a risk rating of substandard, doubtful or loss. There have been no changes to the risk rating internal grades utilized for commercial loans as described in detail in Note 6 to the consolidated financial statements in the Company’s 2021 Form 10-K.

The following table presents loans held for investment grouped by asset class and credit quality indicator, segregated by year of origination or renewal (in thousands).


	Amortized Cost Basis by Origination Year																Amortized Cost Basis by Origination Year
												2016 and																2017 and
September 30, 2021	2021		2020		2019		2018		2017			Prior	Revolving		Total
June 30, 2022																	2022		2021		2020		2019		2018			Prior	Revolving			Total
Commercial real estate: non-owner occupied
Internal Grade 1-3 (Pass low risk)	$	17,984	$	14,856	$	24,145	$	9,102	$	1,379	$	19,704	$	(4)	$	87,166	$	44,621	$	74,976	$	20,075	$	9,882	$	8,788	$	11,757	$	2		$	170,101
Internal Grade 4-7 (Pass normal risk)		235,408		207,049		113,457		50,614		42,473		68,139		33,405		750,545		284,152		296,372		143,410		115,193		41,986		80,885		28,181			990,179
Internal Grade 8-11 (Pass high risk and watch)		92,225		226,326		128,586		96,780		56,898		142,747		1,219		744,781		82,153		166,149		181,713		81,382		72,866		92,202		1,550			678,015
Internal Grade 12 (Special mention)		—		—		3,167		1,210		—		3,423		—		7,800		—		—		—		—		—		—		—			—
Internal Grade 13 (Substandard accrual)		24,370		8,995		16,142		16,866		17,809		48,727		100		133,009		37,929		14,659		4,093		8,222		25		6,657		—			71,585
Internal Grade 14 (Substandard non-accrual)		417		—		—		—		—		900		—		1,317		—		403		—		—		—		853		—			1,256
Commercial real estate: owner occupied
Internal Grade 1-3 (Pass low risk)	$	116,722	$	64,383	$	17,413	$	29,476	$	32,386	$	37,852	$	4	$	298,236	$	24,732	$	111,984	$	58,631	$	18,662	$	13,920	$	60,532	$	6,002		$	294,463
Internal Grade 4-7 (Pass normal risk)		149,531		123,342		120,207		89,486		27,442		83,316		15,191		608,515		128,192		178,018		96,688		88,070		93,945		73,876		13,760			672,549
Internal Grade 8-11 (Pass high risk and watch)		49,084		107,022		44,373		83,934		20,594		34,431		7,888		347,326		45,893		70,970		92,234		30,607		63,765		30,528		13,571			347,568
Internal Grade 12 (Special mention)		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—			—
Internal Grade 13 (Substandard accrual)		576		14,642		5,331		7,691		6,828		13,990		—		49,058		4,185		487		6,090		3,029		6,246		13,184		—			33,221
Internal Grade 14 (Substandard non-accrual)		1,602		—		(3)		350		2,271		168		—		4,388		108		893		—		(4)		335		2,359		—			3,691
Commercial and industrial
Internal Grade 1-3 (Pass low risk)	$	20,215	$	32,018	$	26,301	$	7,741	$	8,963	$	2,655	$	58,993	$	156,886	$	17,214	$	29,527	$	28,377	$	23,373	$	2,385	$	2,819	$	41,940		$	145,635
Internal Grade 4-7 (Pass normal risk)		87,493		100,455		31,496		25,226		15,217		16,710		275,095		551,692		111,653		136,239		70,470		17,397		12,734		18,508		367,904	��		734,905
Internal Grade 8-11 (Pass high risk and watch)		84,927		87,955		39,591		15,075		7,662		7,076		292,171		534,457		53,684		81,940		53,889		20,382		3,850		5,998		268,569			488,312
Internal Grade 12 (Special mention)		—		23		—		—		—		—		2,106		2,129		92		—		—		—		—		—		—			92
Internal Grade 13 (Substandard accrual)		2,250		10,839		1,471		7,280		4,212		3,875		6,699		36,626		3,220		1,910		7,413		6,175		7,624		7,377		9,433			43,152
Internal Grade 14 (Substandard non-accrual)		6,619		17,977		511		1,772		225		87		2,617		29,808		241		1,442		11,094		—		229		309		—			13,315
Construction and land development
Internal Grade 1-3 (Pass low risk)	$	15,898	$	27,992	$	5,166	$	3,746	$	241	$	4,078	$	1,450	$	58,571	$	9,291	$	18,711	$	22,587	$	929	$	1,514	$	3,151	$	—		$	56,183
Internal Grade 4-7 (Pass normal risk)		212,531		170,416		39,782		11,603		1,982		3,310		25,021		464,645		172,579		283,798		51,938		15,522		3,381		2,208		60,345			589,771
Internal Grade 8-11 (Pass high risk and watch)		91,197		75,871		48,342		1,125		469		1,945		22,608		241,557		93,777		102,553		32,549		862		118		1,596		15,517			246,972
Internal Grade 12 (Special mention)		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—			—
Internal Grade 13 (Substandard accrual)		—		—		28		—		5,347		—		—		5,375		—		1,328		—		23		—		5,276		—			6,627
Internal Grade 14 (Substandard non-accrual)		381		—		—		—		—		(15)		—		366		—		—		—		—		—		1		—			1
Construction and land development - individuals
FICO less than 620	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—
FICO between 620 and 720		944		287		—		1,226		—		—		—		2,457		530		72		—		—		993		—		—			1,595
FICO greater than 720		10,396		5,744		—		—		—		—		—		16,140		11,714		5,822		55		—		—		—		—			17,591
Substandard non-accrual		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—			—
Other ⁽¹⁾		582		—		—		—		—		—		—		582		3,133		174		—		—		—		—		—			3,307
1-4 family residential
FICO less than 620	$	472	$	1,556	$	722	$	3,632	$	53	$	26,855	$	255	$	33,545	$	204	$	814	$	784	$	834	$	3,561	$	23,679	$	253		$	30,129
FICO between 620 and 720		14,627		12,452		8,093		7,748		7,196		35,937		911		86,964		3,130		14,876		8,634		5,992		6,269		28,804		2,715			70,420
FICO greater than 720		561,557		140,097		60,302		34,483		19,508		59,801		3,757		879,505		194,965		816,610		111,904		48,471		30,196		54,972		3,279			1,260,397
Substandard non-accrual		—		14		1,063		273		122		18,436		—		19,908		—		—		(1)		—		266		13,097		—			13,362
Other ⁽¹⁾		58,137		9,604		8,406		4,821		790		2,300		867		84,925		54,621		28,516		3,146		2,503		583		4,705		580			94,654
Consumer
FICO less than 620	$	967	$	577	$	437	$	55	$	74	$	50	$	346	$	2,506	$	1,288	$	411	$	138	$	83	$	15	$	47	$	336		$	2,318
FICO between 620 and 720		3,478		1,811		976		188		444		78		1,887		8,862		2,824		2,020		670		573		44		401		1,809			8,341
FICO greater than 720		4,066		3,088		979		468		58		18		3,385		12,062		3,184		2,063		1,614		542		120		2		3,072			10,597
Substandard non-accrual		—		—		—		—		23		1		—		24		—		—		—		—		—		19		—			19
Other ⁽¹⁾		3,891		1,349		416		41		14		27		355		6,093		3,627		1,924		492		241		8		25		270			6,587

Total loans with credit quality measures	$	1,868,547	$	1,466,740	$	746,900	$	512,012	$	280,680	$	636,621	$	756,326	$	6,267,826	$	1,392,936	$	2,445,661	$	1,008,687	$	498,945	$	375,766	$	545,827	$	839,088		$	7,106,910
Commercial and industrial (mortgage warehouse lending)															$	505,976																$	344,662
Commercial and industrial (Paycheck Protection Program loans)															$	133,223																$	7,016
Commercial and industrial (loans accounted for at fair value)																																$	9,027
Broker-Dealer (margin loans and correspondent receivables)															$	645,901																$	463,004
Total loans held for investment															$	7,552,926																$	7,930,619

(1) Loans classified in this category were assigned a FICO score ~~based on various factors specific to the borrower~~ for credit modeling purposes.

2421

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

7.6. Allowance for Credit Losses

Available for Sale Securities and Held to Maturity Securities

The Company has evaluated available for sale debt securities that are in an unrealized loss position and has determined that any decline in value is unrelated to credit loss and related to changes in market interest rates since purchase. NaN of the available for sale debt securities held were past due at ~~September~~June 30, ~~2021.~~2022. In addition, as of ~~September~~June 30, ~~2021,~~2022, the Company had not made a decision to sell any of its debt securities held, nor did the Company consider it more likely than not that it would be required to sell such securities before recovery of their amortized cost basis. The Company does not expect to have credit losses associated with the debt securities and no allowance was recognized on the debt securities ~~portfolio at transition.~~portfolio.

Loans Held for Investment

The allowance for credit losses for loans held for investment represents management’s best estimate of all expected credit losses over the expected contractual life of our existing portfolio. ~~Management revised its~~Management’s methodology for determining the allowance for credit losses ~~upon the implementation of~~uses the current expected credit losses (“CECL”) standard. Management considers the level of allowance for credit losses to be a reasonable and supportable estimate of expected credit losses inherent within the loans held for investment portfolio as of ~~September~~June 30, ~~2021.~~2022. While the Company believes it has an appropriate allowance for the existing loan portfolio at ~~September~~June 30, ~~2021,~~2022, additional provision for losses on existing loans may be necessary in the future. Future changes in the allowance for credit losses are expected to be volatile given dependence upon, among other things, the portfolio composition and quality, as well as the impact of significant drivers, including prepayment assumptions and macroeconomic conditions and forecasts. In addition to the allowance for credit losses, the Company maintains a separate allowance for credit losses related to off-balance sheet credit exposures, including unfunded loan commitments, and this amount is included in other liabilities within the consolidated balance sheets. For further information on the policies that govern the estimation of the allowances for credit losses levels, see Note 1 to the consolidated financial statements in the Company’s ~~2020~~2021 Form 10-K.

One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the reasonable and supportable forecast period. To determine our best estimate of expected credit losses as of ~~September~~June 30, ~~2021,~~2022, the Company utilized a single macroeconomic alternative ~~baseline,~~scenario, or S7, ~~scenario~~ published by Moody’s Analytics in ~~September 2021~~June 2022 that was updated to reflect the U.S. economic outlook. This alternative ~~baseline~~economic scenario ~~reflects the initial continuing recovery of the economy, as in~~expects inflation to rise more than the baseline scenario ~~published by Moody’s Analytics,~~as the military conflict between Russia and Ukraine persists longer than anticipated. Inflation continues to trend higher than expectation as supply-chain issues and reductions in ~~addition to~~disposable income persist during the ~~risk of acceleration of inflation followed by a~~reasonable and supportable period. Federal Reserve monetary policy ~~response that would tighten credit~~raises interest rates faster and ~~cause~~higher than the ~~economy~~baseline scenario where the federal funds rate increases to ~~fall into recession. Significant~~3.5% by the third quarter of 2023. Other significant variables that impact the modeled losses across our loan portfolios are the U.S. Real Gross Domestic Product, or GDP, growth rates and unemployment rate assumptions. Changes in these assumptions and forecasts of economic conditions could significantly affect the estimate of expected credit losses at the balance sheet date or between reporting periods.

During the first quarter of 2020, the Company adopted the new CECL standard and recorded transition adjustment entries that resulted in an allowance for credit losses of $73.7 million as of January 1, 2020, an increase of $12.6 million. This increase included an increase in credit losses of $18.9 million from the expansion of the loss horizon to life of loan, partially offset by the elimination of the non-credit component within the historical allowance related to previously categorized PCI loans of $6.3 million.

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

During the three months ended September 30, 2020, the allowance included a net reversal of credit losses on individually evaluated loans of $1.2 million, while the provision for credit losses on expected losses of collectively evaluated loans accounted for $0.6 million of the total provision primarily due to the identified changes in the Bank’s loan portfolio composition and credit quality being offset by improvements in macroeconomic factor assumptions and qualitative factors from the prior quarter. The change in the allowance during the three months ended September 30, 2020 was also impacted by net charge-offs of $0.6 million. During the nine months ended September 30, 2020, the significant build in the allowance included provision for credit losses on individually evaluated loans of $22.6 million, while the provision for credit losses on expected losses of collectively evaluated loans accounted for $77.2 million of the total provision primarily due to the increase in the expected lifetime credit losses under CECL attributable to the deteriorating economic outlook associated with the impact of the market disruption caused by the COVID-19 pandemic. The changes in the allowance for credit losses during the noted periods were also attributable to other factors including, but not limited to, loan growth and loan mix. The change in the allowance during the nine months ended September 30, 2020 was also impacted by net charge-offs of $18.5 million, primarily associated with loans specifically reserved for during the first quarter of 2020.uncertain.

During the three and ~~nine~~six months ended ~~September~~June 30, 2021, the decreases in the allowance reflect improvement in both realized economic results and the macroeconomic outlook and were significantly comprised of net reversals of credit losses on expected losses of collectively evaluated loans of ~~$11.0~~$27.7 million and ~~$45.2~~$34.2 million, respectively. Such reversals were primarily due to improvements in ~~both~~the macroeconomic forecast assumptions and ~~credit quality metrics on COVID-19 impacted~~positive risk rating grade migration, including a high concentration of credits within the restaurant and commercial real estate industry ~~sector exposures.~~sectors. The net impact to the allowance of changes associated with individually evaluated loans during the three ~~and nine~~ months ended ~~September~~June 30, 2021 was a reversal of credit losses of $1.0 million, while the six months ended June 30, 2021 included a provision ~~for~~of credit losses of ~~$5.2 million and $5.6 million, respectively.~~$0.4 million. The changes in the allowance for credit losses during the noted periods were primarily attributable to the Bank and also reflected other factors including, but not limited to, loan mix, and changes in loan balances and qualitative factors from the prior quarter. The changes in the allowance during both the three and nine months ended September 30, 2021 were also impacted by net recoveries of $0.1 million.

~~Changes in the allowance for credit losses for loans held for investment, distributed by portfolio segment, are shown below (in thousands).~~

Balance,

Transition

Provision for



Recoveries on

Balance,

Beginning of

Adjustment

(Reversal of)

Loans

Charged Off

End of
Three Months Ended September 30, 2021

Period

CECL

Credit Losses

Charged Off

Loans

Period
Commercial real estate

$
77,633

$
—

$
(8,993)

$
(124)

$
19

$
68,535
Commercial and industrial

27,866

—

2,398

(317)

598

30,545
Construction and land development

5,185

—

(85)

—

—

5,100
1-4 family residential

3,659

—

946

(87)

20

4,538
Consumer

592

—

(41)

(73)

26

504
Broker-dealer

334

—

(44)

—

—

290
Total

$
115,269

$
—

$
(5,819)

$
(601)

$
663

$
109,512

Balance,

Transition

Provision for



Recoveries on

Balance,

Beginning of

Adjustment

(Reversal of)

Loans

Charged Off

End of
Nine Months Ended September 30, 2021

Period

CECL

Credit Losses

Charged Off

Loans

Period
Commercial real estate

$
109,629

$
—

$
(41,037)

$
(310)

$
253

$
68,535
Commercial and industrial

27,703

—

2,848

(1,738)

1,732

30,545
Construction and land development

6,677

—

(1,577)

—

—

5,100
1-4 family residential

3,946

—

358

(248)

482

4,538
Consumer

876

—

(317)

(226)

171

504
Broker-dealer

213

—

77

—

—

290
Total

$
149,044

$
—

$
(39,648)

$
(2,522)

$
2,638

$
109,512

2622

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Balance,

Transition

Provision for



Recoveries on

Balance,

Beginning of

Adjustment

(Reversal of)

Loans

Charged Off

End of
Three Months Ended September 30, 2020

Period

CECL

Credit Losses

Charged Off

Loans

Period
Commercial real estate

$
106,551

$
—

$
(2,527)

$
(29)

$
571

$
104,566
Commercial and industrial

31,863

—

7,274

(1,341)

382

38,178
Construction and land development

8,393

—

(2,123)

—

—

6,270
1-4 family residential

7,399

—

(2,213)

(144)

10

5,052
Consumer

1,429

—

(411)

(100)

84

1,002
Broker-dealer

748

—

(602)

—

—

146
Total

$
156,383

$
—

$
(602)

$
(1,614)

$
1,047

$
155,214

loan balances and qualitative factors from the prior quarter. The changes in the allowance during the three months ended June 30, 2021 were also impacted by net charge-offs of $0.5 million, while the six months ended June 30, 2021 included net recoveries of $0.1 million.

Balance,

Transition

Provision for



Recoveries on

Balance,

Beginning of

Adjustment

(Reversal of)

Loans

Charged Off

End of
Nine Months Ended September 30, 2020

Period

CECL

Credit Losses

Charged Off

Loans

Period
Commercial real estate

$
31,595

$
8,073

$
68,823

$
(4,517)

$
592

$
104,566
Commercial and industrial

17,964

3,193

30,896

(15,325)

1,450

38,178
Construction and land development

4,878

577

815

(2)

2

6,270
1-4 family residential

6,386

(29)

(813)

(517)

25

5,052
Consumer

265

748

154

(473)

308

1,002
Broker-dealer

48

—

98

—

—

146
Total

$
61,136

$
12,562

$
99,973

$
(20,834)

$
2,377

$
155,214

During the three and six months ended June 30, 2022, the increases in the allowance reflected a deteriorating U.S. economic outlook, partially offset by decreases in specific reserves and positive risk rating grade migration. The net impact to the allowance of changes associated with individually evaluated loans during the three and six months ended June 30, 2022 included a reversal of credit losses of $1.3 million and $1.0 million, respectively, while collectively evaluated loans included a provision for credit losses of $6.6 million and $6.4 million, respectively. The changes in the allowance for credit losses during the noted periods were primarily attributable to the Bank and also reflected other factors including, but not limited to, loan mix, and changes in loan balances and qualitative factors from the prior quarter. The changes in the allowance during the three and six months ended June 30, 2022 were also impacted by net charge-offs of $1.2 million and $1.5 million, respectively.

Changes in the allowance for credit losses for loans held for investment, distributed by portfolio segment, are shown below (in thousands).


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Three Months Ended June 30, 2022	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate	$	60,361	$	3,347	$	—	$	11	$	63,719
Commercial and industrial		20,130		871		(1,892)		727		19,836
Construction and land development		5,515		(519)		—		—		4,996
1-4 family residential		4,340		1,212		(33)		35		5,554
Consumer		499		114		(99)		28		542
Broker-dealer		340		311		—		—		651
Total	$	91,185	$	5,336	$	(2,024)	$	801	$	95,298


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Six Months Ended June 30, 2022	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate	$	59,354	$	4,322	$	—	$	43	$	63,719
Commercial and industrial		21,982		(679)		(3,101)		1,634		19,836
Construction and land development		4,674		322		—		—		4,996
1-4 family residential		4,589		965		(48)		48		5,554
Consumer		578		45		(212)		131		542
Broker-dealer		175		476		—		—		651
Total	$	91,352	$	5,451	$	(3,361)	$	1,856	$	95,298


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Three Months Ended June 30, 2021	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate	$	104,126	$	(26,527)	$	(186)	$	220	$	77,633
Commercial and industrial		28,513		(106)		(1,242)		701		27,866
Construction and land development		7,249		(2,064)		—		—		5,185
1-4 family residential		3,388		269		(51)		53		3,659
Consumer		944		(347)		(74)		69		592
Broker-dealer		279		55		—		—		334
Total	$	144,499	$	(28,720)	$	(1,553)	$	1,043	$	115,269


	Balance,		Provision for				Recoveries on		Balance,
	Beginning of		(Reversal of)		Loans		Charged Off		End of
Six Months Ended June 30, 2021	Period		Credit Losses		Charged Off		Loans		Period
Commercial real estate	$	109,629	$	(32,044)	$	(186)	$	234	$	77,633
Commercial and industrial		27,703		450		(1,421)		1,134		27,866
Construction and land development		6,677		(1,492)		—		—		5,185
1-4 family residential		3,946		(588)		(161)		462		3,659
Consumer		876		(276)		(153)		145		592
Broker-dealer		213		121		—		—		334
Total	$	149,044	$	(33,829)	$	(1,921)	$	1,975	$	115,269

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Unfunded Loan Commitments

The Bank uses a process similar to that used in estimating the allowance for credit losses on the funded portion to estimate the allowance for credit loss on unfunded loan commitments. The allowance is based on the estimated exposure at default, multiplied by the lifetime Probability of Default grade and Loss Given Default grade for that particular loan segment. The Bank estimates expected losses by calculating a commitment usage factor based on industry usage factors. The commitment usage factor is applied over the relevant contractual period. Loss factors from the underlying loans to which commitments are related are applied to the results of the usage calculation to estimate any liability for credit losses related for each loan type. The expected losses on unfunded commitments align with statistically calculated parameters used to calculate the allowance for credit losses on the funded portion. There is no reserve calculated for letters of credit as they are issued primarily as credit enhancements and the likelihood of funding is low.

Changes in the allowance for credit losses for loans with off-balance sheet credit exposures are shown below (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Balance, beginning of period	$	7,981	$	9,031	$	8,388	$	2,075	$	6,487	$	8,807	$	5,880	$	8,388
Transition adjustment CECL accounting standard		—		—		—		3,837
Other noninterest expense		(1,183)		287		(1,590)		3,406		444		(826)		1,051		(407)
Balance, end of period	$	6,798	$	9,318	$	6,798	$	9,318	$	6,931	$	7,981	$	6,931	$	7,981

~~As previously discussed, the Company adopted the new CECL standard and recorded a transition adjustment entry that resulted in an allowance for credit losses of $5.9 million as of January 1, 2020.~~ During the three and ~~nine~~six months ended September 30, 2020, the increase in the reserve for unfunded commitments was primarily due to the macroeconomic uncertainties associated with the impact of the market disruption caused by COVID-19 conditions. During the three and nine months ended SeptemberJune 30, 2021, the decreases in the reserve for unfunded commitments were primarily due to improvements in loan expected loss ~~rates.~~rates, while during the three and six months ended June 30, 2022, the increases in the reserve for unfunded commitments were primarily due to increases in both loan expected loss rates and available commitment balances.

7. Mortgage Servicing Rights

The following tables present the changes in fair value of the Company’s MSR asset and other information related to the serviced portfolio (dollars in thousands).


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022			2021
Balance, beginning of period	$	100,475	$	142,125	$	86,990		$	143,742
Additions		11,210		15,815		18,510			50,115
Sales		—		(31,850)		(1,876)			(84,633)
Changes in fair value:
Due to changes in model inputs or assumptions ⁽¹⁾		13,237		4,536		24,093			28,674
Due to customer payoffs		(3,234)		(6,129)		(6,029)			(13,401)
Balance, end of period	$	121,688	$	124,497	$	121,688		$	124,497

					June 30,			December 31,
					2022			2021
Mortgage loans serviced for others ⁽²⁾					$	6,940,571		$	6,355,927
MSR asset as a percentage of serviced mortgage loans						1.75	%		1.37	%

(1)

Primarily represents normal customer payments, the impact of changes in interest rates, changes in discount rates and prepayment speed assumptions, and the refinement of other MSR model assumptions. Included in the three and six months ended June 30, 2021 are MSR asset fair value adjustments totaling $9.2 million and $18.9 million, respectively, which reflect the difference between the MSR carrying value and the sales price reflected in the letter of intent to sell the applicable MSR assets.

(2)

Represents unpaid principal balance of mortgage loans serviced for others.

2724

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

~~8. Mortgage Servicing Rights~~

~~The following tables present the changes in fair value of the Company’s MSR asset and other information related to the serviced portfolio (dollars in thousands).~~

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Balance, beginning of period
$
124,497

$
81,264

$
143,742

$
55,504

Additions

20,252

59,351

70,368

123,266

Sales

(31,366)

—

(116,000)

(18,650)

Changes in fair value:

Due to changes in model inputs or assumptions ⁽¹⁾

3,525

(10,145)

32,199

(26,023)

Due to customer payoffs

(5,977)

(2,758)

(19,378)

(6,385)

Balance, end of period
$
110,931

$
127,712

$
110,931

$
127,712

September 30,

December 31,

2021

2020

Mortgage loans serviced for others ⁽²⁾

$
8,672,818

$
14,643,623

MSR asset as a percentage of serviced mortgage loans

1.28
%

0.98
%

~~(1)~~

Primarily represents normal customer payments, changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates and the refinement of other MSR model assumptions. Included in the three and nine months ended September 30, 2021 are MSR asset fair value adjustments totaling $3.3 million and $22.2 million, respectively, which reflect the difference between the MSR asset carrying values and the sale prices reflected in the letters of intent to sell the applicable MSR assets.

~~(2)~~

~~Represents unpaid principal balance of mortgage loans serviced for others.~~

The key assumptions used in measuring the fair value of the Company’s MSR asset were as follows.


	September 30,		December 31,		June 30,			December 31,
	2021		2020		2022			2021
Weighted average constant prepayment rate	10.02	%	12.15	%		8.42	%		10.02	%
Weighted average discount rate	14.31	%	14.60	%		12.15	%		14.32	%
Weighted average life (in years)	7.1		6.3			7.9			7.1

A sensitivity analysis of the fair value of the Company’s MSR asset to certain key assumptions is presented in the following table (in thousands).


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Constant prepayment rate:
Impact of 10% adverse change	$	(2,467)	$	(5,639)	$	(4,046)	$	(2,603)
Impact of 20% adverse change		(5,043)		(11,164)		(7,852)		(5,315)
Discount rate:
Impact of 10% adverse change		(3,885)		(6,435)		(5,612)		(4,070)
Impact of 20% adverse change		(7,399)		(12,287)		(10,716)		(7,753)

This sensitivity analysis presents the effect of hypothetical changes in key assumptions on the fair value of the MSR asset. The effect of such hypothetical change in assumptions generally cannot be extrapolated because the relationship of the change in one key assumption to the change in the fair value of the MSR asset is not linear. In addition, in the analysis, the impact of an adverse change in one key assumption is calculated independent of any impact on other assumptions. In reality, changes in one assumption may change another assumption.

Contractually specified servicing fees, late fees and ancillary fees earned of ~~$15.6~~$8.9 million and ~~$10.3~~$16.2 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$47.9~~$17.5 million and ~~$21.3~~$32.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, were included in net gains from sale of loans and other mortgage production income within the consolidated statements of operations.

8. Deposits

Deposits are summarized as follows (in thousands).


	June 30,		December 31,
	2022		2021
Noninterest-bearing demand	$	4,601,643	$	4,577,183
Interest-bearing:
Demand accounts		3,081,043		3,270,522
Brokered - demand		50,552		114,393
Money market		2,888,175		3,433,341
Brokered - money market		54,449		98,614
Savings		328,619		345,795
Time		900,828		962,752
Brokered - time		15,477		15,477
	$	11,920,786	$	12,818,077

At June 30, 2022, remaining maturities of uninsured time deposits greater than $250,000 were $405.3 million.

2825

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

~~9. Deposits~~

~~Deposits are summarized as follows (in thousands).~~

September 30,

December 31,

2021

2020
Noninterest-bearing demand

$
4,433,148

$
3,612,384
Interest-bearing:

Demand accounts

2,906,009

2,399,341
Brokered - demand

104,796

282,426
Money market

3,132,456

2,716,878
Brokered - money market

108,196

124,243
Savings

306,755

276,327
Time

1,110,325

1,506,435
Brokered - time

30,477

324,285

$
12,132,162

$
11,242,319

~~10.~~9. Short-term Borrowings

Short-term borrowings are summarized as follows (in thousands).


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Federal funds purchased	$	159,825	$	180,325	$	352,950	$	171,925
Securities sold under agreements to repurchase		155,294		237,856		180,645		191,547
Federal Home Loan Bank		—		—		—		—
Short-term bank loans		64,000		—		—		142,000
Commercial paper		367,921		277,617		289,054		353,972
	$	747,040	$	695,798	$	822,649	$	859,444

Federal Funds Purchased and Securities Sold under Agreements to Repurchase

Federal funds purchased and securities sold under agreements to repurchase generally mature ~~daily,~~one to ninety days from the transaction date, on demand, or on some other short-term basis. The Bank and the Hilltop Broker-Dealers execute transactions to sell securities under agreements to repurchase with both customers and other broker-dealers. Securities involved in these transactions are held by the Bank, the Hilltop Broker-Dealers or a third-party dealer.

Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands).


	Nine Months Ended September 30,						Six Months Ended June 30,
	2021			2020			2022			2021
Average balance during the period	$	328,853		$	547,925		$	477,533		$	339,545
Average interest rate during the period		0.37	%		1.03	%		0.67	%		0.36	%

	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
Average interest rate at end of period		0.29	%		0.25	%		1.48	%		0.31	%
Securities underlying the agreements at end of period:
Carrying value	$	156,402		$	237,913		$	180,569		$	191,483
Estimated fair value	$	172,111		$	262,554		$	193,545		$	205,734

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

Federal Home Loan Bank (“FHLB”)

FHLB short-term borrowings mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. ~~Other information regarding~~The Company had 0 FHLB short-term borrowings ~~is shown in~~during the ~~following table (dollars in thousands).~~three and six months ended June 30, 2022 and 2021.

Nine Months Ended September 30,

2021

2020

Average balance during the period

$
—

$
51,606

Average interest rate during the period

—
%

1.62
%

Short-Term Bank Loans

The Hilltop Broker-Dealers use short-term bank loans periodically to finance securities owned, margin loans to customers and correspondents and underwriting activities. Interest on the borrowings varies with the federal funds rate. The ~~weighted average interest rate on the~~Company had 0 such borrowings at ~~September~~June 30, ~~2021 was 1.25%.~~2022.

Commercial Paper

Hilltop Securities uses the net proceeds (after deducting related issuance expenses) from the sale of 2 commercial paper programs for general corporate purposes, including working capital and the funding of a portion of its securities inventories. The commercial paper notes (“CP Notes”) may be issued with maturities of 14 days to 270 days from the date of issuance. The CP Notes are issued under 2 separate programs, Series 2019-1 CP Notes and Series 2019-2 CP Notes, in maximum aggregate amounts of $300 million and $200 million, respectively. The CP Notes are not redeemable prior to maturity or subject to voluntary prepayment and do not bear interest, but are sold at a discount to par. The CP Notes are secured by a pledge of collateral owned by Hilltop Securities. As of September 30, 2021, the weighted average maturity of the CP Notes was 159 days at a rate of 1.06%, with a weighted average remaining life of 85 days. At September 30, 2021, the aggregate amount outstanding under these secured arrangements was $367.9 million, which was collateralized by securities held for firm accounts valued at $400.5 million.

~~11. Notes Payable~~

~~Notes payable consisted of the following (in thousands).~~

September 30,

December 31,

2021

2020
Senior Notes due April 2025, net of discount of $931 and $1,063, respectively

$
149,069

$
148,937
Subordinated Notes due May 2030, net of discount of $727 and $793, respectively

49,273

49,207
Subordinated Notes due May 2035, net of discount of $2,264 and $2,392, respectively

147,736

147,608
Ventures Management lines of credit

49,726

36,235

$
395,804

$
381,987

~~12. Leases~~

~~Supplemental balance sheet information related to finance leases is as follows (in thousands).~~

September 30,

December 31,

2021

2020
Finance leases:

Premises and equipment

$
7,780

$
7,780
Accumulated depreciation

(5,210)

(4,768)
Premises and equipment, net

$
2,570

$
3,012

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(Unaudited)

par. The CP Notes are secured by a pledge of collateral owned by Hilltop Securities. As of June 30, 2022, the weighted average maturity of the CP Notes was 160 days at a rate of 1.80%, with a weighted average remaining life of 70 days. At June 30, 2022, the aggregate amount outstanding under these secured arrangements was $289.1 million, which was collateralized by securities held for firm accounts valued at $315.3 million.

10. Notes Payable

Notes payable consisted of the following (in thousands).


	June 30,		December 31,
	2022		2021
Senior Notes due April 2025, net of discount of $794 and $886, respectively	$	149,206	$	149,114
Subordinated Notes due May 2030, net of discount of $658 and $704, respectively		49,342		49,296
Subordinated Notes due May 2035, net of discount of $2,130 and $2,220, respectively		147,870		147,780
Ventures Management lines of credit		43,304		41,714
	$	389,722	$	387,904

11. Leases

Supplemental balance sheet information related to finance leases is as follows (in thousands).


	June 30,			December 31,
	2022			2021
Finance leases:
Premises and equipment	$	7,780	$	7,780
Accumulated depreciation		(5,653)		(5,358)
Premises and equipment, net	$	2,127	$	2,422

The components of lease costs, including short-term lease costs, are as follows (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Operating lease cost	$	9,727	$	11,067	$	29,130	$	32,318	$	9,352	$	9,746	$	18,958	$	19,403
Less operating lease and sublease income		(343)		(363)		(1,024)		(1,336)		(561)		(342)		(1,130)		(681)
Net operating lease cost	$	9,384	$	10,704	$	28,106	$	30,982	$	8,791	$	9,404	$	17,828	$	18,722

Finance lease cost:
Amortization of ROU assets	$	147	$	147	$	442	$	442	$	147	$	147	$	295	$	295
Interest on lease liabilities		129		139		396		424		121		132		245		266
Total finance lease cost	$	276	$	286	$	838	$	866	$	268	$	279	$	540	$	561

Supplemental cash flow information related to leases is as follows (in thousands).


	Nine Months Ended September 30,				Six Months Ended June 30,
	2021		2020		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	28,160	$	27,994	$	18,713	$	19,162
Operating cash flows from finance leases		396		424		247		266
Financing cash flows from finance leases		509		472		372		336
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	37,086	$	8,773	$	8,266	$	28,935
Finance leases		—		—		—		—

~~Information regarding the lease terms and discount rates of the Company’s leases is as follows.~~

September 30, 2021

December 31, 2020

Weighted Average

Weighted Average

Remaining Lease

Weighted Average

Remaining Lease

Weighted Average
Lease Classification

Term (Years)

Discount Rate

Term (Years)

Discount Rate
Operating

6.0

4.01
%

5.5

4.67
%
Finance

5.0

4.83
%

5.6

4.81
%

~~Future minimum lease payments under lease agreements as of September 30, 2021, are presented below (in thousands).~~

Operating Leases

Finance Leases
2021
$
444

$
307
2022

33,994

1,241
2023

29,196

1,280
2024

21,068

1,163
2025

15,669

886
Thereafter

51,163

1,411
Total minimum lease payments

151,534

6,288
Less amount representing interest

(17,238)

(1,938)
Lease liabilities
$
134,296

$
4,350

As of September 30, 2021, the Company had additional operating leases that have not yet commenced with aggregate future minimum lease payments of approximately $1.6 million. These operating leases are expected to commence between October 2021 and December 2021 with lease terms ranging from ~~three~~ ~~to six years.~~

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Information regarding the lease terms and discount rates of the Company’s leases is as follows.


	June 30, 2022			December 31, 2021
	Weighted Average			Weighted Average
	Remaining Lease	Weighted Average		Remaining Lease	Weighted Average
Lease Classification	Term (Years)	Discount Rate		Term (Years)	Discount Rate
Operating	5.7	3.84	%	5.9	3.89	%
Finance	4.3	4.87	%	4.8	4.84	%

Future minimum lease payments under lease agreements as of June 30, 2022, are presented below (in thousands).


	Operating Leases		Finance Leases
2022	$	9,838	$	622
2023		32,725		1,280
2024		24,373		1,163
2025		17,811		886
2026		14,400		813
Thereafter		39,980		598
Total minimum lease payments		139,127		5,362
Less amount representing interest		(14,721)		(1,566)
Lease liabilities	$	124,406	$	3,796

As of June 30, 2022, the Company had an additional operating lease that has not yet commenced with aggregate future minimum lease payments of approximately $0.1 million. This operating lease commenced in July 2022 with a lease term of three years.

~~13.~~12. Income Taxes

The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company’s effective tax rates ~~from continuing operations~~ were ~~22.8%~~25.6% and ~~22.7%~~23.5% for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and 23.2% and ~~23.0%~~23.4% for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020, respectively, and approximated~~respectively. The effective tax rate for the six months ended June 30, 2022 was higher than the applicable statutory ~~rates for such periods.~~rate primarily due to the impact of non-deductible compensation expense and other permanent adjustments.

~~14.~~13. Commitments and Contingencies

Legal Matters

The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Company’s exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not take into account the availability of insurance coverage. When it is practicable, the Company estimates loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. When the Company is able to estimate such probable losses, and when it estimates that it is reasonably possible it could incur losses in excess of amounts accrued, the Company is required to make a disclosure of the aggregate estimation. As available information changes, however, the matters for which the Company is able to estimate, as well as the estimates themselves, will be adjusted accordingly.

Assessments of litigation and claims exposures are difficult due to many factors that involve inherent unpredictability. Those factors include the following: the varying stages of the proceedings, particularly in the early stages; unspecified, unsupported, or uncertain damages; damages other than compensatory, such as punitive damages; a matter presenting

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(Unaudited)

meaningful legal uncertainties, including novel issues of law; multiple defendants and jurisdictions; whether discovery has begun or is complete; whether meaningful settlement discussions have commenced; and whether the claim involves a class action and if so, how the class is defined. As a result of some of these factors, the Company may be unable to estimate reasonably possible losses with respect to some or all of the pending and threatened litigation and claims asserted against the Company.

The Company is involved in information-gathering requests and investigations (both formal and informal), as well as reviews, examinations and proceedings (collectively, “Inquiries”) by various governmental regulatory agencies, law enforcement authorities and self-regulatory bodies regarding certain of its businesses, business practices and policies, as well as the conduct of persons with whom it does business. Additional Inquiries will arise from time to time. In connection with those Inquiries, the Company receives document requests, subpoenas and other requests for information. The Inquiries could develop into administrative, civil or criminal proceedings or enforcement actions that could result in consequences that have a material effect on the Company’s consolidated financial position, results of operations or cash flows as a whole. Such consequences could include adverse judgments, findings, settlements, penalties, fines, orders, injunctions, restitution, or alterations in the Company’s business practices, and could result in additional expenses and collateral costs, including reputational damage.

On June 8, 2022, WR Investments, LP (“WR”) filed claims against Hilltop Securities, et al. through FINRA Dispute Resolution, Midwest Region. WR alleges it suffered a $13.0 million loss in its sale of subordinated bonds related to a portfolio of senior living facilities sold by an affiliate of WR. Hilltop Securities believes the claims are without merit and intends to vigorously defend against such claims. There can be no assurance, however, that Hilltop Securities will be successful. At present, Hilltop Securities is unable to estimate the probability or amount of potential losses, if any, related to these claims.

In September 2020, PrimeLending received an investigative inquiry from the United States Attorney for the Western District of Virginia regarding PrimeLending’s float down option. At this time, the United States Attorney has requested certain materials with respect to this matter, and PrimeLending is fully cooperating with such requests.

While the final outcome of litigation and claims exposures or of any Inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and inquiries will not, except related to specific matters disclosed above, have a material effect on the Company’s business, consolidated financial position,

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~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any matter, including the matters discussed above, could be material to the Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence.

Indemnification Liability Reserve

The mortgage origination segment may be responsible to agencies, investors, or other parties for errors or omissions relating to its representations and warranties that each loan sold meets certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the affected loan from or indemnifies the claimant against loss. The mortgage origination segment has established an indemnification liability reserve for such probable losses.

Generally, the mortgage origination segment first becomes aware that an agency, investor, or other party believes a loss has been incurred on a sold loan when it receives a written request from the claimant to repurchase the loan or reimburse the claimant’s losses. Upon completing its review of the claimant’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the claimant is both probable and reasonably estimable.

An additional reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses.

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Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific claimant requests, actual claim settlements and the severity of estimated losses resulting from future claims, and the mortgage origination segment’s history of successfully curing defects identified in claim requests. In addition, the mortgage origination segment has considered that GNMA, FNMA and FHLMC have imposed certain restrictions on loans the agencies will accept under a forbearance agreement resulting from the COVID-19 pandemic, which could increase the magnitude of indemnification losses on these loans.

While the mortgage origination segment’s sales contracts typically include borrower early payment default repurchase provisions, these provisions have not been a primary driver of claims to date, and therefore, are not a primary factor considered in the calculation of this reserve.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the mortgage origination segment’s indemnification liability reserve totaled ~~$26.0~~$23.8 million and ~~$21.5~~$27.4 million, respectively. The provision for indemnification losses was ~~$2.5~~$0.8 million and ~~$3.1~~$2.5 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$8.0~~$1.2 million and ~~$7.7~~$5.5 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands).

Representation and Warranty Specific Claims

Activity - Origination Loan Balance

Three Months Ended September 30,

Nine Months Ended September 30,


2021

2020

2021

2020
Balance, beginning of period

$
32,763

$
35,194

$
30,085

$
32,144
Claims made

5,412

2,558

19,100

14,770
Claims resolved with no payment

(4,217)

(45)

(9,088)

(1,702)
Repurchases

(3,981)

(1,582)

(9,238)

(8,965)
Indemnification payments

(267)

—

(1,149)

(122)
Balance, end of period

$
29,710

$
36,125

$
29,710

$
36,125

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~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~


									Representation and Warranty Specific Claims
									Activity - Origination Loan Balance
									Three Months Ended June 30,				Six Months Ended June 30,
									2022		2021		2022		2021
Balance, beginning of period									$	30,271	$	30,137	$	31,407	$	30,085
Claims made										18,216		8,575		28,058		13,687
Claims resolved with no payment										(3,454)		(1,956)		(7,974)		(4,870)
Repurchases										(16,318)		(3,446)		(22,776)		(5,257)
Indemnification payments										—		(547)		—		(882)
Balance, end of period									$	28,715	$	32,763	$	28,715	$	32,763

	Indemnification Liability Reserve Activity								Indemnification Liability Reserve Activity
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Balance, beginning of period	$	26,372	$	15,463	$	21,531	$	11,776	$	27,250	$	24,261	$	27,424	$	21,531
Additions for new sales		2,702		3,066		8,568		6,688		762		2,858		1,515		5,865
Repurchases		(2,687)		(133)		(3,086)		(613)		(4,211)		(274)		(4,775)		(398)
Early payment defaults		(116)		(413)		(152)		(815)		(51)		(25)		(122)		(36)
Indemnification payments		(78)		—		(342)		(40)		—		(122)		—		(264)
Change in reserves for loans sold in prior years		(220)		—		(546)		987		—		(326)		(292)		(326)
Balance, end of period	$	25,973	$	17,983	$	25,973	$	17,983	$	23,750	$	26,372	$	23,750	$	26,372

	September 30,		December 31,						June 30,		December 31,
	2021		2020						2022		2021
Reserve for Indemnification Liability:
Specific claims	$	196	$	961					$	829	$	345
Incurred but not reported claims		25,777		20,570						22,921		27,079
Total	$	25,973	$	21,531					$	23,750	$	27,424

Although management considers the total indemnification liability reserve to be appropriate, there may be changes in the reserve over time to address incurred losses due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters is considered in the reserving process when probable and estimable.

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~~15.~~14. Financial Instruments with Off-Balance Sheet Risk

Banking

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third-party. These letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

In the aggregate, the Bank had outstanding unused commitments to extend credit of ~~$2.1~~$2.5 billion at ~~September~~June 30, ~~2021~~2022 and outstanding financial and performance standby letters of credit of ~~$87.2~~$103.6 million at ~~September~~June 30, ~~2021.~~2022.

The Bank uses the same credit policies in making commitments and standby letters of credit as it does for loans held for investment. The amount of collateral obtained, if deemed necessary, in these transactions is based on management’s credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment.

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~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

Broker-Dealer

In the normal course of business, the Hilltop Broker-Dealers execute, settle, and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the accounts of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients and to hedge changes in the fair value of certain securities, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

~~16.~~15. Stock-Based Compensation

Since 2012, the Company has issued stock-based incentive awards pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “2012 Plan”). In July 2020, pursuant to stockholders’ approval, the Company adopted the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan serves as successor to the 2012 Plan. ~~The 2012 Plan and the 2020 Plan are referred to collectively as “the Equity Plans.”~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, Hilltop granted ~~12,957~~10,748 and ~~25,817~~8,285 shares of common stock, respectively, pursuant to the 2020 Equity ~~Plans~~Plan to certain non-employee members of the Company’s board of directors for services rendered to the Company.

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(Unaudited)

Restricted Stock Units

The following table summarizes information about nonvested restricted stock unit (“RSU”) activity for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 (shares in thousands).


		RSUs				RSUs
			Weighted				Weighted
			Average				Average
			Grant Date				Grant Date
		Outstanding	Fair Value			Outstanding	Fair Value
Balance, December 31, 2020		1,833	$	21.48
Balance, December 31, 2021					Balance, December 31, 2021	1,869	$	23.16
	Granted	532	$	32.93	Granted	537	$	33.41
	Vested/Released	(473)	$	27.65	Vested/Released	(599)	$	19.19
	Forfeited	(17)	$	22.51	Forfeited	(117)	$	23.83
Balance, September 30, 2021		1,875	$	23.17
Balance, June 30, 2022					Balance, June 30, 2022	1,690	$	27.78

Vested/Released RSUs include an aggregate of ~~78,432~~129,919 shares withheld to satisfy employee statutory tax obligations during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of ~~471,505~~463,727 RSUs pursuant to the 2020 Equity ~~Plans.~~Plan. Of the RSUs granted during the ~~nine~~six months ended ~~September~~June 30, ~~2021, 318,387~~2022, 321,504 that were outstanding at ~~September~~June 30, ~~2021,~~2022, are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date. Of the RSUs granted during the ~~nine~~six months ended ~~September~~June 30, ~~2021, 150,668~~2022, 135,558 that were outstanding at ~~September~~June 30, ~~2021~~2022, provide for cliff vesting based upon the achievement of certain performance goals over a three-year period.

At ~~September~~June 30, ~~2021,~~2022, in the aggregate, ~~1,510,530~~1,281,740 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and ~~364,149~~408,458 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At ~~September~~June 30, ~~2021~~2022, unrecognized compensation expense related to outstanding RSUs of ~~$24.4~~$26.1 million is expected to be recognized over a weighted average period of ~~1.40~~1.45 years.

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~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

~~17.~~16. Regulatory Matters

Banking and Hilltop

PlainsCapital, which includes the Bank and PrimeLending, and Hilltop are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require PlainsCapital and Hilltop to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company performs reviews of the classification and calculation of risk-weighted assets to ensure accuracy and compliance with the Basel III regulatory capital requirements as implemented by the Board of Governors of the Federal Reserve System. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of common equity Tier 1, Tier 1 and total capital (as defined) to risk-weighted assets (as defined).

In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III requires banking organizations to maintain a capital conservation buffer above minimum risk-based capital requirements measured relative to risk-weighted assets.

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ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Actual capital amounts and ratios as of ~~September~~June 30, ~~2021~~2022 reflect PlainsCapital’s and Hilltop’s decision to elect the transition option as issued by the federal banking regulatory agencies in March 2020 that permits banking institutions to mitigate the estimated cumulative regulatory capital effects from CECL over a five-year transitionary period.


									Minimum												Minimum
									Capital												Capital
									Requirements												Requirements
									Including												Including
									Conservation		To Be Well										Conservation		To Be Well
	September 30, 2021				December 31, 2020				Buffer		Capitalized		June 30, 2022				December 31, 2021				Buffer		Capitalized
	Amount		Ratio		Amount		Ratio		Ratio		Ratio		Amount		Ratio		Amount		Ratio		Ratio		Ratio
Tier 1 capital (to average assets):
PlainsCapital	$	1,398,761	10.02	%	$	1,385,842	10.44	%	4.0	%	5.0	%	$	1,406,640	9.67	%	$	1,469,695	10.20	%	4.0	%	5.0	%
Hilltop		2,209,309	12.64	%		2,111,580	12.64	%	4.0	%	N/A			1,853,729	10.53	%		2,262,356	12.58	%	4.0	%	N/A
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,398,761	15.40	%		1,385,842	14.40	%	7.0	%	6.5	%		1,406,640	14.65	%		1,469,695	16.00	%	7.0	%	6.5	%
Hilltop		2,209,309	21.28	%		2,046,580	18.97	%	7.0	%	N/A			1,853,729	17.24	%		2,262,356	21.22	%	7.0	%	N/A
Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,398,761	15.40	%		1,385,842	14.40	%	8.5	%	8.0	%		1,406,640	14.65	%		1,469,695	16.00	%	8.5	%	8.0	%
Hilltop		2,209,309	21.28	%		2,111,580	19.57	%	8.5	%	N/A			1,853,729	17.24	%		2,262,356	21.22	%	8.5	%	N/A
Total capital (to risk-weighted assets):
PlainsCapital		1,482,471	16.32	%		1,470,364	15.27	%	10.5	%	10.0	%		1,492,639	15.55	%		1,540,100	16.77	%	10.5	%	10.0	%
Hilltop		2,492,353	24.00	%		2,409,684	22.34	%	10.5	%	N/A			2,139,683	19.90	%		2,532,008	23.75	%	10.5	%	N/A

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~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

Broker-Dealer

Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hilltop Securities has elected to determine its net capital requirements using the alternative method. Accordingly, Hilltop Securities is required to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $1,000,000 or 2% of aggregate debit balances, as defined in Rule 15c3-3 promulgated under the Exchange Act. Additionally, the net capital rule of the NYSE provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of the aggregate debit items. Momentum Independent Network follows the primary (aggregate indebtedness) method, as defined in Rule 15c3-1 promulgated under the Exchange Act, which requires the maintenance of the larger of $250,000 or 6-2/3% of aggregate indebtedness.

At ~~September~~June 30, ~~2021,~~2022, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands).


				Momentum					Momentum
	Hilltop			Independent		Hilltop			Independent
	Securities			Network		Securities			Network
Net capital	$	228,135		$	4,111	$	234,260		$	4,035
Less: required net capital		11,249			283		10,505			250
Excess net capital	$	216,886		$	3,828	$	223,755		$	3,785

Net capital as a percentage of aggregate debit items		40.6	%				44.6	%
Net capital in excess of 5% aggregate debit items	$	200,012				$	207,997

Under certain conditions, Hilltop Securities may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Exchange Act. Assets segregated for regulatory purposes under the provisions of the Exchange Act are restricted and not available for general corporate purposes. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Hilltop Broker-Dealers held cash of ~~$269.5~~$120.8 million and ~~$290.4~~$221.7 million, respectively, segregated in special reserve bank accounts for the benefit of customers. The Hilltop Broker-Dealers were not required to segregate cash and securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at ~~September~~June 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Mortgage Origination

As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum net worth and liquidity requirements established by HUD and GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA, as applicable, documenting their respective compliance with minimum net worth and liquidity requirements. As of ~~September~~June 30, ~~2021,~~2022, PrimeLending and its subsidiaries’ net worth and liquidity exceeded the amounts required by both HUD and GNMA, as applicable.

~~18.~~17. Stockholders’ Equity

Dividends

During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company declared and paid cash dividends of ~~$0.36~~$0.30 and ~~$0.27~~$0.24 per common share, or an aggregate of ~~$29.5~~$23.8 million and ~~$24.4~~$19.8 million, respectively.

On ~~October 28, 2021,~~July 21, 2022, Hilltop’s board of directors declared a quarterly cash dividend of ~~$0.12~~$0.15 per common share, payable on ~~November 30, 2021,~~August 26, 2022, to all common stockholders of record as of the close of business on ~~November 15, 2021.~~August 12, 2022.

Stock Repurchases

In January ~~2021,~~2022, the Hilltop board of directors authorized a new stock repurchase program through January ~~2022,~~2023, pursuant to which the Company was originally authorized to repurchase, in the aggregate, up to ~~$75.0~~$100.0 million of its outstanding common ~~stock. In July 2021, the Hilltop board of directors authorized an increase to the aggregate amount~~

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

~~of common~~ stock, ~~the Company may repurchase under this program by $75.0 million to $150.0~~ million. Then, in October 2021, the Hilltop board of directors authorized, subject to regulatory review, an increase to the aggregate amount of common stock the Company may repurchase under this program by $50.0 million to $200.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation.

~~During the nine months ended September 30, 2021, the Company paid $123.6 million to repurchase an aggregate of 3,632,482 shares of common stock at a weighted average price of $34.01 per share.~~ The Company’s stock repurchase program, prior year repurchases and related accounting policy are discussed in detail in Note 1 and Note 2524 to the consolidated financial statements included in the Company’s ~~2020~~2021 Form 10-K.

Tender Offer

On May 2, 2022, the Company announced the commencement of a modified “Dutch auction” tender offer to purchase shares of its common stock for an aggregate cash purchase price of up to $400 million. On May 27, 2022, including the exercise of its right to purchase up to an additional 2% of its outstanding shares, the Company completed its tender offer, repurchasing 14,868,469 shares of outstanding common stock at a price of $29.75 per share for a total of $442.3 million, excluding fees and expenses. The Company funded the tender offer with cash on hand. As a result of share repurchases during 2022, Hilltop has 0 further available share repurchase capacity associated with its previously authorized stock repurchase program.

~~19.~~18. Derivative Financial Instruments

The Company uses various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively managing the re-pricing characteristics of certain assets and liabilities to mitigate potential adverse impacts from changes in interest rates on the Bank’s net interest margin. Additionally, the Bank manages variability of cash flows associated with its variable rate debt in interest-related cash outflows with interest rate swap contracts. PrimeLending has interest rate risk relative to interest rate lock commitments (“IRLCs”) and its inventory of mortgage loans held for sale. PrimeLending is exposed to such interest rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold. To mitigate interest rate risk, PrimeLending executes forward commitments to sell mortgage-backed securities (“MBSs”) and Eurodollar futures. Additionally, PrimeLending has interest rate risk relative to its MSR asset and uses derivative instruments, including interest rate swaps and U.S. Treasury bond futures and options to hedge this risk. The Hilltop Broker-Dealers use forward commitments to both purchase and sell MBSs to facilitate customer transactions and as a means to hedge related exposure to interest rate risk in certain inventory positions. Additionally, Hilltop Securities uses various derivative instruments, including U.S. Treasury bond futures and options, Eurodollar futures, credit default swaps and municipal market data, or MMD, rate locks, to hedge changes in the fair value of its securities.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Non-Hedging Derivative Instruments and the Fair Value Option

As discussed in Note 43 to the consolidated financial statements, the Company has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying hedge accounting provisions. The fair values of PrimeLending’s IRLCs and forward commitments are recorded in other assets or other liabilities, as appropriate, and changes in the fair values of these derivative instruments are recorded as a component of net gains from sale of loans and other mortgage production income. These changes in fair value are attributable to changes in the volume of IRLCs, mortgage loans held for sale, commitments to purchase and sell MBSs and MSR assets, and changes in market interest rates. Changes in market interest rates also conversely affect the value of PrimeLending’s mortgage loans held for sale and its MSR asset, which are measured at fair value under the Fair Value Option. The effect of the change in market interest rates on PrimeLending’s loans held for sale and MSR asset is discussed in Note 87 to the consolidated financial statements. The fair values of the Hilltop Broker-Dealers’ and the Bank’s derivative instruments are recorded in other assets or other liabilities, as appropriate. Changes in the fair value of derivatives are presented in the following table (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Increase (decrease) in fair value of derivatives during period:
PrimeLending	$	780	$	23,286	$	555	$	90,429	$	(35,303)	$	4,033	$	(13,251)	$	(225)
Hilltop Broker-Dealers		11,427		(3,542)		(3,845)		8,466		10,906		6,923		9,579		(15,272)
Bank		7		118		26		(17)		17		8		46		19

Hedging Derivative Instruments

The Company has entered into interest rate swap contracts to manage the exposure to changes in fair value associated with certain available for sale fixed rate collateralized mortgage backed securities and fixed rate loans held for investment attributable to changes in the designated benchmark interest rate. Certain of these fair value hedges have

~~Table of Contents~~

~~Hilltop Holdings Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (continued)~~

~~(Unaudited)~~

been designated as a ~~last-of-layer hedge,~~portfolio layer, which provides the Company the ability to execute a fair value hedge of the interest rate risk associated with a portfolio of similar prepayable assets whereby the last dollar amount estimated to remain in the portfolio of assets is identified as the hedged item. Additionally, the Company has outstanding interest rate swap contracts designated as cash flow hedges and utilized to manage the variability of cash flows associated with its variable rate borrowings.

Under each of its interest rate swap contracts designated as hedges, the Company receives a floating rate and pays a fixed rate on the outstanding notional amount. The Company assesses the hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. To the extent that the derivative instruments are highly effective in offsetting the variability of the hedged cash flows or fair value, changes in the fair value of the derivative are included as a component of other comprehensive loss on our consolidated balance sheets. Although the Company has determined at the onset of the hedges that the derivative instruments will be highly effective hedges throughout the term of the contract, any portion of derivative instruments subsequently determined to be ineffective will be recognized in earnings.

Table of Contents

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

Derivative positions are presented in the following table (in thousands).


	September 30, 2021				December 31, 2020				June 30, 2022				December 31, 2021
	Notional		Estimated		Notional		Estimated		Notional		Estimated		Notional		Estimated
	Amount		Fair Value		Amount		Fair Value		Amount		Fair Value		Amount		Fair Value
Derivative instruments (not designated as hedges):
IRLCs	$	2,061,068	$	40,279	$	2,470,013	$	76,048	$	1,404,328	$	15,061	$	1,283,152	$	25,489
Commitments to purchase MBSs		1,759,435		4,745		2,478,041		22,311		736,656		2,201		1,575,264		(674)
Commitments to sell MBSs		4,646,594		14,703		6,141,079		(40,621)		2,972,796		(4,938)		3,314,173		(355)
Interest rate swaps		60,245		27		43,786		(2,196)		46,849		836		68,413		(1,949)
U.S. Treasury bond futures and options ⁽¹⁾		215,600		—		225,400		—		257,900		—		247,800		—
Eurodollar and other futures ⁽¹⁾		1,182,000		—		—		—		2,807,000		—		2,061,800		—
Credit default swaps										2,000		2		7,000		(15)

Derivative instruments (designated as hedges):
Interest rate swaps designated as cash flow hedges	$	150,000	$	(812)	$	105,000	$	(3,112)	$	360,000	$	13,195	$	190,000	$	603
Interest rate swaps designated as fair value hedges ⁽²⁾		172,751		3,149		60,618		(130)		336,034		29,900		221,232		3,207

(1)	Changes in the fair value of these contracts are settled daily with the respective counterparties of PrimeLending and the Hilltop Broker-Dealers.

(2)

The Company designated ~~$172.8~~$336.0 million and ~~$60.6~~$221.2 million as the hedged amount (from a closed portfolio of prepayable available for sale securities and loans held for investment with a carrying value of ~~$169.6~~$306.1 million and ~~$60.7~~$218.0 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively), of which, a subset of these hedges are in last-of-layer hedging relationships. The cumulative basis adjustment included in the carrying value of the hedged items totaled ~~$3.2~~$29.9 million and ~~$0.1~~$3.2 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

The decrease in the estimated fair value of the IRLCs at September 30, 2021, compared to December 31, 2020, was driven by a decrease in the total volume of IRLCs in addition to a decrease in the average value of individual IRLCs. The decrease in the average value of individual IRLCs was due to an increase in mortgage interest rates throughout the nine months ended September 30, 2021.

PrimeLending held 0 cash collateral advances, in other liabilities within the consolidated balance sheets, of $9.3 million to offset net asset derivative positions on its commitments to sell MBSs at ~~September~~June 30, ~~2021.~~2022. PrimeLending had advanced cash collateral totaling ~~$26.1~~$0.5 million and $0.1 million to offset net liability positions on its commitments to sell MBSs at June 30, 2022 and December 31, ~~2020.~~2021, respectively. In addition, PrimeLending and the Hilltop Broker-Dealers had advanced cash collateral totaling ~~$0.7~~$10.5 million and ~~$2.7~~$4.2 million on various derivative instruments at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The advanced cash collateral amounts are included in other assets within the consolidated balance sheets.

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

~~20.~~19. Balance Sheet Offsetting

Certain financial instruments, including resale and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands).


							Gross Amounts Not Offset in												Gross Amounts Not Offset in
					Net Amounts		the Balance Sheet										Net Amounts		the Balance Sheet
	Gross Amounts		Gross Amounts		of Assets				Cash				Gross Amounts		Gross Amounts		of Assets				Cash
	of Recognized		Offset in the		Presented in the		Financial		Collateral		Net		of Recognized		Offset in the		Presented in the		Financial		Collateral		Net
	Assets		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount		Assets		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount
September 30, 2021
June 30, 2022
Securities borrowed:
Institutional counterparties	$	1,377,261	$	—	$	1,377,261	$	(1,318,830)	$	—	$	58,431	$	1,013,025	$	—	$	1,013,025	$	(955,303)	$	—	$	57,722

Interest rate swaps:
Institutional counterparties														836		—		836		(820)		—		16

Credit default swaps:
Institutional counterparties		73		0		73		(73)		0		0		2		—		2		(2)		—		0

Reverse repurchase agreements:
Institutional counterparties		155,908		—		155,908		(155,908)		—		0		139,929		—		139,929		(138,023)		—		1,906

Forward MBS derivatives:
Institutional counterparties		20,650		(1,198)		19,452		(11,079)		—		8,373		2,877		—		2,877		(2,877)		—		0
	$	1,553,892	$	(1,198)	$	1,552,694	$	(1,485,890)	$	—	$	66,804	$	1,156,669	$	—	$	1,156,669	$	(1,097,025)	$	—	$	59,644
December 31, 2020
December 31, 2021
Securities borrowed:
Institutional counterparties	$	1,338,855	$	—	$	1,338,855	$	(1,273,955)	$	—	$	64,900	$	1,518,372	$	—	$	1,518,372	$	(1,445,590)	$	—	$	72,782

Reverse repurchase agreements:
Institutional counterparties		80,319		—		80,319		(79,925)		—		394		118,262		—		118,262		(118,262)		—		0

Forward MBS derivatives:
Institutional counterparties		22,311		—		22,311		(22,311)		—		0		2,955		(1,773)		1,182		(744)		—		438
	$	1,441,485	$	—	$	1,441,485	$	(1,376,191)	$	—	$	65,294	$	1,639,589	$	(1,773)	$	1,637,816	$	(1,564,596)	$	—	$	73,220


							Gross Amounts Not Offset in												Gross Amounts Not Offset in
					Net Amounts		the Balance Sheet										Net Amounts		the Balance Sheet
	Gross Amounts		Gross Amounts		of Liabilities				Cash				Gross Amounts		Gross Amounts		of Liabilities				Cash
	of Recognized		Offset in the		Presented in the		Financial		Collateral		Net		of Recognized		Offset in the		Presented in the		Financial		Collateral		Net
	Liabilities		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount		Liabilities		Balance Sheet		Balance Sheet		Instruments		Pledged		Amount
September 30, 2021
June 30, 2022
Securities loaned:
Institutional counterparties	$	1,350,722	$	—	$	1,350,722	$	(1,283,622)	$	—	$	67,100

Interest rate swaps:
Institutional counterparties		46		—		46		—		—		46	$	851,192	$	—	$	851,192	$	(797,948)	$	—	$	53,244

Repurchase agreements:
Institutional counterparties		155,237		—		155,237		(145,564)		—		9,673		180,569		—		180,569		(193,282)		—		(12,713)

Forward MBS derivatives:
Institutional counterparties		4		—		4		(4)		—		0		11,451		(5,836)		5,615		(3,229)		—		2,386
	$	1,506,009	$	—	$	1,506,009	$	(1,429,190)	$	—	$	76,819	$	1,043,212	$	(5,836)	$	1,037,376	$	(994,459)	$	—	$	42,917
December 31, 2020
December 31, 2021
Securities loaned:
Institutional counterparties	$	1,245,066	$	—	$	1,245,066	$	(1,179,090)	$	—	$	65,976	$	1,432,196	$	—	$	1,432,196	$	(1,359,850)	$	—	$	72,346

Interest rate swaps:
Institutional counterparties														1,949		—		1,949		(1,919)		—		30

Credit default swaps:
Institutional counterparties		2,196		—		2,196		(2,123)		—		73		15		—		15		(15)		—		0

Repurchase agreements:
Institutional counterparties		237,856		—		237,856		(237,856)		—		0		191,483		—		191,483		(205,734)		—		(14,251)

Forward MBS derivatives:
Institutional counterparties		40,741		(120)		40,621		(12,670)		—		27,951		2,211		—		2,211		(2,211)		—		—
	$	1,525,859	$	(120)	$	1,525,739	$	(1,431,739)	$	—	$	94,000	$	1,627,854	$	—	$	1,627,854	$	(1,569,729)	$	—	$	58,125

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Notes to Consolidated Financial Statements (continued)

(Unaudited)

Secured Borrowing Arrangements

Secured Borrowings (Repurchase Agreements) — The Company participates in transactions involving securities sold under repurchase agreements, which are secured borrowings and generally mature one to ninety days from the transaction date or involve arrangements with no definite termination date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities, which is monitored on a daily basis.

Securities Lending Activities — The Company’s securities lending activities include lending securities for other broker-dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker-dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities.

When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer.

The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had 0 repurchase-to-maturity transactions outstanding at both ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.


		Remaining Contractual Maturities											Remaining Contractual Maturities
		Overnight and						Greater Than					Overnight and						Greater Than
September 30, 2021		Continuous		Up to 30 Days		30-90 Days		90 Days		Total
June 30, 2022													Continuous		Up to 30 Days		30-90 Days		90 Days		Total
Repurchase agreement transactions:
U.S. Treasury and agency securities		$	—	$	10,000	$	—	$	—	$	10,000
Asset-backed securities			41,551		21,781		81,905		—		145,237			85,978		53,290		35,680		5,621		180,569

Securities lending transactions:
Corporate securities			113		—		—		—		113			113		—		—		—		113
Equity securities			1,350,609		—		—		—		1,350,609			851,079		—		—		—		851,079
Total		$	1,392,273	$	31,781	$	81,905	$	—	$	1,505,959		$	937,170	$	53,290	$	35,680	$	5,621	$	1,031,761

Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above	Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,505,959	Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,031,761
Amount related to agreements not included in offsetting disclosure above										$	—										$	—

		Remaining Contractual Maturities											Remaining Contractual Maturities
		Overnight and						Greater Than					Overnight and						Greater Than
December 31, 2020		Continuous		Up to 30 Days		30-90 Days		90 Days		Total
December 31, 2021													Continuous		Up to 30 Days		30-90 Days		90 Days		Total
Repurchase agreement transactions:
Asset-backed securities		$	110,831	$	—	$	127,025	$	—	$	237,856		$	93,651	$	—	$	86,357	$	11,475	$	191,483

Securities lending transactions:
Corporate securities			113		—		—		—		113			113		—		—		—		113
Equity securities			1,244,953		—		—		—		1,244,953			1,432,083		—		—		—		1,432,083
Total		$	1,355,897	$	—	$	127,025	$	—	$	1,482,922		$	1,525,847	$	—	$	86,357	$	11,475	$	1,623,679

Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above	Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,482,922	Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above									$	1,623,679
Amount related to agreements not included in offsetting disclosure above										$	—										$	—

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(Unaudited)

~~21.~~20. Broker-Dealer and Clearing Organization Receivables and Payables

Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands).


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Receivables:
Securities borrowed	$	1,377,261	$	1,338,855	$	1,013,025	$	1,518,372
Securities failed to deliver		38,447		58,244		27,945		5,664
Trades in process of settlement						—		144,773
Other		3,944		7,628		8,860		4,137
	$	1,419,652	$	1,404,727	$	1,049,830	$	1,672,946
Payables:
Securities loaned	$	1,350,722	$	1,245,066	$	851,192	$	1,432,196
Correspondents		38,648		33,547		22,691		20,571
Securities failed to receive		82,897		61,589		40,775		18,808
Trades in process of settlement		21,126		21,765		14,008		—
Other		3,530		6,406		6,152		5,725
	$	1,496,923	$	1,368,373	$	934,818	$	1,477,300

~~22.~~21. Segment and Related Information

~~Following the sale of NLC on June 30, 2020, we have~~The Company has 2 primary business units, ~~within continuing operations,~~ PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, ~~our continuing operations~~the Company’s business units are comprised of 3 reportable business segments organized primarily by the core products offered to the segments’ respective customers: banking, broker-dealer and mortgage origination. These segments reflect the manner in which operations are managed and the criteria used by the chief operating decision maker, the Company’s President and Chief Executive Officer, to evaluate segment performance, develop strategy and allocate resources.

The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of Securities Holdings and the mortgage origination segment is composed of PrimeLending.

As discussed in Note 3 to the consolidated financial statements, during the first quarter of 2020, management had determined that the insurance segment met the criteria to be presented as discontinued operations. On June 30, 2020, Hilltop completed the sale of NLC, which comprised the operations of the former insurance segment. As a result, insurance segment results for the three and nine months ended September 30, 2020 have been presented as discontinued operations in the consolidated financial statements. There was 0 income from discontinued operations before taxes during the three months ended September 30, 2020, while income from discontinued operations before taxes was $2.1 million during the nine months ended September 30, 2020.

Balance sheet amounts not discussed previously and the elimination of intercompany transactions are included in “All Other and Eliminations.” The following tables present certain information about ~~continuing operations~~ reportable business segment revenues, operating results, goodwill and assets (in thousands).


					Mortgage				All Other and		Continuing						Mortgage				All Other and		Hilltop
Three Months Ended September 30, 2021	Banking		Broker-Dealer		Origination		Corporate		Eliminations		Operations
Three Months Ended June 30, 2022													Banking		Broker-Dealer		Origination		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	99,978	$	10,427	$	(3,503)	$	(4,341)	$	2,529	$	105,090	$	101,259	$	12,578	$	(1,291)	$	(3,190)	$	2,700	$	112,056
Provision for (reversal of) credit losses		(5,775)		(44)		—		—		—		(5,819)		5,025		311		—		—		—		5,336
Noninterest income		11,727		116,143		242,270		757		(2,952)		367,945		12,467		87,651		140,082		2,080		(3,007)		239,273
Noninterest expense		54,567		109,193		176,587		15,355		(528)		355,174		57,331		90,817		133,169		17,561		(335)		298,543
Income (loss) from continuing operations before taxes	$	62,913	$	17,421	$	62,180	$	(18,939)	$	105	$	123,680
Income (loss) before taxes													$	51,370	$	9,101	$	5,622	$	(18,671)	$	28	$	47,450

																	Mortgage				All Other and		Hilltop
Six Months Ended June 30, 2022													Banking		Broker-Dealer		Origination		Corporate		Eliminations		Consolidated
Net interest income (expense)													$	193,329	$	24,096	$	(3,127)	$	(6,580)	$	4,329	$	212,047
Provision for (reversal of) credit losses														4,975		476		—		—		—		5,451
Noninterest income														25,237		148,341		283,276		3,846		(4,999)		455,701
Noninterest expense														115,761		171,464		268,027		30,354		(713)		584,893
Income (loss) before taxes													$	97,830	$	497	$	12,122	$	(33,088)	$	43	$	77,404

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Unaudited)

					Mortgage				All Other and		Continuing						Mortgage				All Other and		Hilltop
Nine Months Ended September 30, 2021	Banking		Broker-Dealer		Origination		Corporate		Eliminations		Operations
Three Months Ended June 30, 2021													Banking		Broker-Dealer		Origination		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	309,330	$	31,623	$	(16,554)	$	(13,720)	$	8,009	$	318,688	$	105,468	$	10,682	$	(5,953)	$	(4,687)	$	2,406	$	107,916
Provision for (reversal of) credit losses		(39,725)		77		—		—		—		(39,648)		(28,775)		55		—		—		—		(28,720)
Noninterest income		33,293		298,229		794,679		8,140		(8,912)		1,125,429		10,242		83,463		241,965		6,877		(2,648)		339,899
Noninterest expense		167,869		287,831		573,884		37,015		(1,395)		1,065,204		57,514		87,234		186,963		12,072		(415)		343,368
Income (loss) from continuing operations before taxes	$	214,479	$	41,944	$	204,241	$	(42,595)	$	492	$	418,561

					Mortgage				All Other and		Continuing
Three Months Ended September 30, 2020	Banking		Broker-Dealer		Origination		Corporate		Eliminations		Operations
Net interest income (expense)	$	96,416	$	8,168	$	(2,349)	$	(4,594)	$	4,259	$	101,900
Provision for (reversal of) credit losses		—		(602)		—		—		—		(602)
Noninterest income		9,819		141,022		355,471		477		(4,078)		502,711
Noninterest expense		55,980		114,393		207,176		21,999		(203)		399,345
Income (loss) from continuing operations before taxes	$	50,255	$	35,399	$	145,946	$	(26,116)	$	384	$	205,868
Income (loss) before taxes													$	86,971	$	6,856	$	49,049	$	(9,882)	$	173	$	133,167


					Mortgage				All Other and		Continuing						Mortgage				All Other and		Hilltop
Nine Months Ended September 30, 2020	Banking		Broker-Dealer		Origination		Corporate		Eliminations		Operations
Six Months Ended June 30, 2021													Banking		Broker-Dealer		Origination		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	284,440	$	31,005	$	(3,647)	$	(9,482)	$	14,478	$	316,794	$	209,352	$	21,196	$	(13,051)	$	(9,379)	$	5,480	$	213,598
Provision for (reversal of) credit losses		99,875		98		—		—		—		99,973		(33,950)		121		—		—		—		(33,829)
Noninterest income		29,246		350,192		874,926		3,315		(15,130)		1,242,549		21,566		182,086		552,409		7,383		(5,960)		757,484
Noninterest expense		169,569		299,743		547,222		35,741		(820)		1,051,455		113,302		178,638		397,297		21,660		(867)		710,030
Income (loss) from continuing operations before taxes	$	44,242	$	81,356	$	324,057	$	(41,908)	$	168	$	407,915
Income (loss) before taxes													$	151,566	$	24,523	$	142,061	$	(23,656)	$	387	$	294,881


					Mortgage				All Other and		Continuing						Mortgage				All Other and		Hilltop
	Banking		Broker-Dealer		Origination		Corporate		Eliminations		Operations		Banking		Broker-Dealer		Origination		Corporate		Eliminations		Consolidated
September 30, 2021
June 30, 2022
Goodwill	$	247,368	$	7,008	$	13,071	$	—	$	—	$	267,447	$	247,368	$	7,008	$	13,071	$	—	$	—	$	267,447

Total assets	$	14,254,083	$	3,426,534	$	2,537,342	$	2,926,781	$	(5,155,089)	$	17,989,651	$	13,826,898	$	2,659,850	$	1,820,074	$	2,444,889	$	(4,035,972)	$	16,715,739

December 31, 2020
December 31, 2021
Goodwill	$	247,368	$	7,008	$	13,071	$	—	$	—	$	267,447	$	247,368	$	7,008	$	13,071	$	—	$	—	$	267,447

Total assets	$	13,338,930	$	3,196,346	$	3,285,005	$	2,823,374	$	(5,699,391)	$	16,944,264	$	14,944,249	$	3,673,346	$	2,207,822	$	2,940,670	$	(5,077,007)	$	18,689,080

~~23.~~22. Earnings per Common Share

The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data).


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Basic earnings per share:
Income from continuing operations	$	92,906	$	152,543	$	312,310	$	296,729
Income from discontinued operations		—		736		—		34,662
Income attributable to Hilltop	$	92,906	$	153,279	$	312,310	$	331,391	$	33,260	$	99,060	$	55,510	$	219,404

Weighted average shares outstanding - basic		80,109		90,200		81,306		90,291		73,693		81,663		76,389		81,914

Basic earnings per common share:									$	0.45	$	1.21	$	0.73	$	2.68
Income from continuing operations	$	1.16	$	1.69	$	3.84	$	3.29
Income from discontinued operations		—		0.01		—		0.38
	$	1.16	$	1.70	$	3.84	$	3.67
Diluted earnings per share:
Income from continuing operations	$	92,906	$	152,543	$	312,310	$	296,729
Income from discontinued operations		—		736		—		34,662
Income attributable to Hilltop	$	92,906	$	153,279	$	312,310	$	331,391	$	33,260	$	99,060	$	55,510	$	219,404

Weighted average shares outstanding - basic		80,109		90,200		81,306		90,291		73,693		81,663		76,389		81,914
Effect of potentially dilutive securities		433		—		457		—		145		536		180		493
Weighted average shares outstanding - diluted		80,542		90,200		81,763		90,291		73,838		82,199		76,569		82,407

Diluted earnings per common share:
Income from continuing operations	$	1.15	$	1.69	$	3.82	$	3.29
Income from discontinued operations		—		0.01		—		0.38
	$	1.15	$	1.70	$	3.82	$	3.67
Diluted earnings per common share									$	0.45	$	1.21	$	0.73	$	2.66

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated historical financial statements and notes appearing elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the financial information set forth in the tables herein.

Unless the context otherwise indicates, all references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, to the “Company,” “we,” “us,” “our” or “ours” or similar words are to Hilltop Holdings Inc. and its direct and indirect wholly owned subsidiaries, references to “Hilltop” refer solely to Hilltop Holdings Inc., references to “PCC” refer to PlainsCapital Corporation (a wholly owned subsidiary of Hilltop), references to “Securities Holdings” refer to Hilltop Securities Holdings LLC (a wholly owned subsidiary of Hilltop), references to “Hilltop Securities” refer to Hilltop Securities Inc. (a wholly owned subsidiary of Securities Holdings), references to “Momentum Independent Network” refer to Momentum Independent Network Inc. (a wholly owned subsidiary of Securities Holdings), Hilltop Securities and Momentum Independent Network are collectively referred to as the “Hilltop Broker-Dealers”, references to the “Bank” refer to PlainsCapital Bank (a wholly owned subsidiary of PCC), references to “FNB” refer to First National Bank, references to “SWS” refer to the former SWS Group, Inc., references to “PrimeLending” refer to PrimeLending, a PlainsCapital Company (a wholly owned subsidiary of the Bank) and its subsidiaries as a ~~whole, references to “NLC” refer to National Lloyds Corporation (formerly a wholly owned subsidiary of Hilltop) and its wholly owned subsidiaries.~~whole.

FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this Quarterly Report that address results or developments that we expect or anticipate will or may occur in the future, and statements that are preceded by, followed by or include, words such as “anticipates,” “believes,” “could,” ~~��estimates,~~“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, including such things as our business strategy, our financial condition, our revenue, our liquidity and sources of funding, market trends, operations and business, taxes, the impact of natural disasters or public health emergencies, such as the current global outbreak of a novel strain of coronavirus (“COVID-19”), information technology expenses, capital levels, mortgage servicing rights (“MSR”) assets, stock repurchases, dividend payments, expectations concerning mortgage loan origination volume, servicer advances and interest rate compression, expected levels of refinancing as a percentage of total loan origination volume, projected losses on mortgage loans originated, total expenses, the effects of government regulation applicable to our operations, the appropriateness of, and changes in, our allowance for credit losses and provision for (reversal of) credit losses, expected future benchmark rates, anticipated investment yields, our expectations regarding accretion of discount on loans in future periods, the collectability of loans, cybersecurity incidents and the outcome of litigation are forward-looking statements.

These forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If an event occurs, our business, business plan, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Certain factors that could cause actual results to differ include, among others:

●

the COVID-19 pandemic and the response of governmental authorities to the pandemic, which have had, and may continue to have, an adverse impact on the global economy and our business operations and performance;

●

~~the~~ credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs;

●

effectiveness of our data security controls in the face of cyber attacks;

●

changes in general economic, market and business conditions in areas or markets where we compete, including changes in the price of crude oil;

●

changes in the interest rate environment;

●

transitions away from London Interbank Offered Rate (“LIBOR”);

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●

risks associated with concentration in real estate related loans;

●

~~changes in the interest rate environment and transitions away from~~ ~~London Interbank Offered Rate (“LIBOR”)~~;

●

the effects of our indebtedness on our ability to manage our business successfully, including the restrictions imposed by the indenture governing our indebtedness;

●

changes in state and federal laws, regulations or policies affecting one or more of our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);

●

cost and availability of capital;

●

changes in key management;

●

competition in our banking, broker-dealer and mortgage origination segments from other banks and financial institutions as well as investment banking and financial advisory firms, mortgage bankers, asset-based non-bank lenders and government agencies;

●

legal and regulatory proceedings;

●

risks associated with merger and acquisition integration; and

●

our ability to use excess capital in an effective manner.

For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (“~~2020~~2021 Form 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”) on February ~~16, 2021,~~15, 2022, this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other filings we have made with the SEC. We caution that the foregoing list of factors is not exhaustive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. All subsequent written and oral forward-looking statements concerning our business attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Quarterly Report except to the extent required by federal securities laws.

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OVERVIEW

We are a financial holding company registered under the Bank Holding Company Act of 1956. Our primary line of business is to provide business and consumer banking services from offices located throughout Texas through the Bank. We also provide an array of financial products and services through our broker-dealer and mortgage origination segments. The following includes additional details regarding the financial products and services provided by each of our primary business units.

PCC. PCC is a financial holding company that provides, through its subsidiaries, traditional banking and wealth, investment and treasury management services primarily in Texas and residential mortgage loans throughout the United States.

Securities Holdings. Securities Holdings is a holding company that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, clearing, securities lending, structured finance and retail brokerage services throughout the United States.

~~During the first quarter of 2020, management determined that the then-pending sale of NLC met the criteria to be presented as discontinued operations. As a result, NLC’s results~~The following historical consolidated data for the ~~three and nine months ended September 30, 2020 have~~periods indicated has been ~~presented as discontinued operations in the~~derived from our historical consolidated financial statements. On June 30, 2020, completed the sale of all of the outstanding capital stock of NLC, which comprised the operations of our former insurance segment, for cash proceeds of $154.1 million. During 2020, Hilltop recognized an aggregate gain associated withstatements included elsewhere in this ~~transaction of $36.8 million, net of $5.1 million~~Quarterly Report (dollars in transaction costs and was subject to post-closing adjustments. The resulting book gain from this sale transaction was not recognized for tax purposes due to the excess tax basis over book basis being greater than the recorded book gain. Any tax loss related to this transaction is deemed disallowed pursuant to the rules under the Internal Revenue Code. We also entered into an agreement at closing to refrain for a specified period from certain activities that compete with the business of NLC. Unless otherwise noted, for purposes of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, “consolidated” refers to our consolidated financial position and consolidated results of operations, including discontinued operations and assets and liabilities of the discontinued operations.thousands, except per share data).


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Statement of Operations Data:
Net interest income	$	112,056		$	107,916		$	212,047		$	213,598
Provision for (reversal of) credit losses		5,336			(28,720)			5,451			(33,829)
Total noninterest income		239,273			339,899			455,701			757,484
Total noninterest expense		298,543			343,368			584,893			710,030
Income before income taxes		47,450			133,167			77,404			294,881
Income tax expense		12,127			31,234			17,942			69,004
Net income		35,323			101,933			59,462			225,877
Less: Net income attributable to noncontrolling interest		2,063			2,873			3,952			6,473
Income attributable to Hilltop	$	33,260		$	99,060		$	55,510		$	219,404

Per Share Data:
Diluted earnings per common share	$	0.45		$	1.21		$	0.73		$	2.66
Diluted weighted average shares outstanding		73,838			82,199			76,569			82,407
Cash dividends declared per common share	$	0.15		$	0.12		$	0.30		$	0.24
Dividend payout ratio ⁽²⁾		33.33	%		9.92	%		41.10	%		8.99	%
Book value per common share (end of period)							$	31.43		$	30.44
Tangible book value per common share ⁽¹⁾(end of period)							$	27.08		$	26.93

							June 30,			December 31,
							2022			2021
Balance Sheet Data:
Total assets							$	16,715,739		$	18,689,080
Cash and due from banks								1,783,554			2,823,138
Securities								3,076,275			3,046,500
Loans held for sale								1,491,579			1,878,190
Loans held for investment, net of unearned income								7,930,619			7,879,904
Allowance for credit losses								(95,298)			(91,352)
Total deposits								11,920,786			12,818,077
Notes payable								389,722			387,904
Total stockholders' equity								2,057,403			2,549,203

Capital Ratios:
Common equity to assets ratio								12.14	%		13.50	%
Tangible common equity to tangible assets ⁽¹⁾								10.64	%		12.17	%

~~During~~(1) For a reconciliation to the ~~three~~nearest GAAP measure, see “—Reconciliation and nine months ended September 30, 2021, income applicable to common stockholders was $92.9 million, or $1.15 per diluted share, and $312.3 million, or $3.82 per diluted share, respectively. We declared total common dividendsManagement’s Explanation of ~~$0.12 and $0.36 per share during the three and nine months ended September 30, 2021, respectively, resulting in a dividend payout ratio of 10.34% and 9.38%, respectively.~~Non-GAAP Financial Measures.”

(2) Dividend payout ratio is defined as cash dividends declared per common share divided by basic earnings per common ~~share, including discontinued operations. We also paid an aggregate~~share.

Table of ~~$123.6 million to repurchase shares of our common stock during the nine months ended September 30, 2021.~~Contents

~~We reported $123.7 million and $418.6 million of~~Consolidated income ~~from continuing operations~~ before income taxes during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, including~~2022 included the following contributions from our reportable business segments.

●

The banking segment contributed ~~$62.9~~$51.4 million and ~~$214.5~~$97.8 million of income before income taxes during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021;~~2022;

●

The broker-dealer segment contributed ~~$17.4~~$9.1 million and ~~$41.9~~$0.5 million of income before income taxes during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021;~~2022; and

●

The mortgage origination segment contributed ~~$62.2~~$5.6 million and ~~$204.2~~$12.1 million of income before income taxes during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

~~At September~~During the six months ended June 30, ~~2021,~~2022, we declared and paid total common dividends of $23.8 million.

On July 21, 2022, our board of directors declared a quarterly cash dividend of $0.15 per common share, payable on August 26, 2022 to all common stockholders of record as of the close of business on August 12, 2022.

On May 2, 2022, we announced the commencement of a ~~consolidated basis,~~modified “Dutch auction” tender offer to purchase shares of our common stock for an aggregate cash purchase price of up to $400 million, inclusive of the aforementioned stock repurchase program. On May 27, 2022, including the exercise of our right to purchase up to an additional 2% of our outstanding shares, we ~~had~~completed our tender offer, repurchasing 14,868,469 shares of outstanding common stock at a price of $29.75 per share for a total of $442.3 million, excluding fees and expenses. We funded the tender offer with cash on hand. As a result of share repurchases during 2022, we have no further available share repurchase capacity associated with our previously authorized stock repurchase program.

Reconciliation and Management’s Explanation of Non-GAAP Financial Measures

We present certain measures in our selected financial data that are not measures of financial performance recognized by accounting principles generally accepted in the United States (“GAAP”). “Tangible book value per common share” is defined as our total stockholders’ equity reduced by goodwill and other intangible assets, divided by total common shares outstanding. “Tangible common equity to tangible assets” is defined as our total stockholders’ equity reduced by goodwill and other intangible assets, divided by total assets reduced by goodwill and other intangible assets. These measures are important to investors interested in changes from period to period in tangible common equity per share exclusive of ~~$18.0 billion,~~changes in intangible assets. For companies such as ours that have engaged in business combinations, purchase accounting can result in the recording of significant amounts of goodwill and other intangible assets related to those transactions. You should not view this disclosure as a substitute for results determined in accordance with GAAP, and our disclosure is not necessarily comparable to that of other companies that use non-GAAP measures. The following table reconciles these non-GAAP financial measures to the most comparable GAAP financial measures, “book value per common share” and “equity to total ~~deposits of $12.1 billion, total loans, including loans held for sale, of $9.6 billion and stockholders’ equity of $2.5 billion.~~assets” (dollars in thousands, except per share data).


	June 30,
	2022			2021
Book value per common share	$	31.43		$	30.44
Effect of goodwill and intangible assets per share		(4.35)			(3.51)
Tangible book value per common share	$	27.08		$	26.93

	June 30,			December 31,
	2022			2021
Hilltop stockholders’ equity	$	2,029,577		$	2,522,668
Less: goodwill and intangible assets, net		280,629			282,731
Tangible common equity	$	1,748,948		$	2,239,937

Total assets	$	16,715,739		$	18,689,080
Less: goodwill and intangible assets, net		280,629			282,731
Tangible assets	$	16,435,110		$	18,406,349

Equity to assets		12.14	%		13.50	%
Tangible common equity to tangible assets		10.64	%		12.17	%

4644

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Recent Developments

COVID-19

The COVID-19 pandemic and related governmental control measures severely disrupted financial markets and overall economic conditions throughout 2020. While the impact of the pandemic and the uncertainties have remained into ~~2021,~~2022, significant progress associated with COVID-19 vaccination levels in the United States has resulted in easing of restrictive measures in the United ~~States.~~States even as additional variants have emerged. Further, the U.S. federal government enacted policies to provide fiscal stimulus to the economy and relief to those affected by the pandemic, with the stimulus intended to bolster household finances as well as those of small businesses, states and municipalities. Throughout the pandemic, we have taken a number of precautionary steps to safeguard our business and our employees from COVID-19, including, but not limited to, banking by appointment, implementing employee travel restrictions and telecommuting arrangements, while maintaining business continuity so that we can continue to deliver service to and meet the demands of our clients. ~~From the start of the pandemic until~~Beginning in the second quarter of 2021, most of our employees worked remotely, with only certain operationally critical employees working on site at our principal business headquarters and business segment locations. We began the process of returningwe returned a majority of our employees to their respective office locations ~~beginning in the second quarter of 2021~~ based initially on a rotational team schedule and, with limited exceptions due to ~~better ensure that appropriate social distancing measures are followed, and~~the emergence of new variants of the virus, have since generally returned to pre-pandemic work arrangements with available hybrid options for designated roles. We are continuing to monitor and assess the ~~impact~~impacts of the COVID-19 pandemic on our employees and customers on a regular basis.

As discussed in more detail within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2020 Form 10-K, in light of the extreme volatility and disruptions in the capital and credit markets beginning in March 2020 resulting from the COVID-19 crisis and its negative impact on the economy, we took a number of precautionary actions beginning in March 2020 to enhance our financial flexibility, protect capital, minimize losses and ensure target liquidity levels.

As a result of the short-term rate adjustments by the Federal Open Markets Committee (“FOMC”) and the stressed economic outlook during March 2020, mortgage rates fell to historically low levels. Given our exposure to the mortgage market, this precipitous decline in rates resulted in significant growth in mortgage originations at both PrimeLending and Hilltop Securities through its partnerships with certain housing finance authorities. To improve our already strong liquidity position, we raised brokered and other wholesale funding to support the enhanced mortgage activity. To meet increased liquidity demands, we raised brokered deposits during 2020 that have a remaining balance of approximately $243 million at September 30, 2021, down from approximately $731 million at December 31, 2020. Further, beginning in March 2020, additional deposits were swept from Hilltop Securities into the Bank. Since June 30, 2020, given the continued strong cash and liquidity levels at the Bank, the total funds swept from Hilltop Securities into the Bank was reduced, and was approximately $800 million as of September 30, 2021.

Asset Valuation

AtAs discussed in more detail within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2021 Form 10-K, at each reporting date between annual impairment tests, we consider potential indicators of impairment. Given the current economic uncertainties surrounding COVID-19, we considered whether the events and circumstances resulted in it being more likely than not that the fair value of any reporting unit and other intangible assets were less than their respective carrying value. Impairment indicators considered comprisedimpairment including the condition of the economy and financial services industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of our stock and other relevant events.

Given the potential impacts as a result of economic uncertainties associated with the pandemic, actual results may differ materially from our current estimates as the scope of such impacts evolves or if the duration of business disruptions is longer than currently anticipated. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances, we do not anticipate significant changes in methodology used to determine the fair value of our goodwill, intangible assets and other long-lived assets. We continue to monitor developments regarding the overall economic conditions, COVID-19 pandemic and measures implemented in response to the pandemic, market capitalization, ~~overall economic conditions~~ and any other triggering events or circumstances that may indicate an impairment in the future.

To the extent a sustained decline in our stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform impairment tests on our goodwill and other intangible assets, and result in an impairment charge being recorded for that period. In the event that we conclude that all or a

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portion of our goodwill and other intangible assets are impaired, a non-cash charge for the respective amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.

Loan Portfolio

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the Paycheck Protection Program and Health Care Enhancement Act (the “PPP/HCE Act”) were passed in March 2020, which were intended to provide emergency relief to several groups and individuals impacted by the COVID-19 pandemic. Among the numerous provisions contained in the CARES Act was the creation of ~~a $349 billion~~the Paycheck Protection Program (“PPP”) that ~~provides~~provided federal government loan forgiveness for Small Business Administration (“SBA”) Section 7(a) loans for small businesses ~~which may include our customers,~~ to pay up to eight weeks of employee compensation and other basic expenses such as electric and telephone bills. PPP loans have: (a) an interest rate of 1.0%; (b) a two-year loan term to maturity; and (c) principal and interest payments deferred for six months from the date of disbursement. Further, the CARES Act ~~allows~~allowed the Bank to suspend the troubled debt restructuring (“TDR”) requirements for certain loan modifications to be categorized as a ~~TDR.~~TDR through January 1, 2022.

Starting in March 2020, the Bank implemented several actions to better support our impacted banking clients and allow for loan modifications such as principal and/or interest payment deferrals, participation in both the initial and second round PPP efforts as an SBA preferred lender and personal banking assistance including waived fees, increased daily spending limits and suspension of residential foreclosure activities. The COVID-19 payment deferment programs ~~allow~~allowed for a deferral of principal and/or interest payments with such deferred principal payments due and payable on the maturity date of the existing loan. The Bank’s ~~actions during 2020 included approval of approximately $1.0 billion in COVID-19 related loan modifications as of December 31, 2020.~~

During 2021, the Bank has continued to support its impacted banking clients through the approval of COVID-19 related loan modifications, which resulted in an additional $15 million of new COVID-19 related loan modifications during the nine months ended September 30, 2021. The portfolio of active deferrals that have not reached the end of their deferral period was approximately $17 million as of September 30, 2021. While the majority of the portfolio of COVID-19 related loan modifications no longer require deferral, such loans represent elevated risk, and therefore management continues to monitor these loans. The extent to which these measures will impact the Bank remains uncertain, and any progression of loans, whether receiving COVID-19 payment deferrals or not, into non-performing assets, during future periods is uncertain and will depend on future developments that cannot be predicted.

While all industries have experienced varying levels of adverse impacts due to the COVID-19 pandemic, certain of our loan portfolio industry sectors and subsectors continue to have an increased level of risk. The following table provides information on those loans held for investment balances, by portfolio industry sector, including collectively evaluated allowance for credit losses, that include active COVID-19 payment deferrals (dollars in thousands).

Allowance for

Allowance for

Active

Credit Losses

Credit Losses

Active

90 Day

Classified

Allowance

as a % of

as a % of

90 Day

Interest and

Total

and

for

Total

Classified

Principal

Principal

Active Modifications

Criticized

Credit

Active

and Criticized

September 30, 2021

Deferrals

Deferrals

($)

(#)

Loans

Losses

Modifications

Loans

Hotel

$
8,966

$
—

$
8,966

1

$
8,966

$
3,138

35.0
%

35.0
%
Restaurants

—

—

—

—

—

—

—
%

—
%
Transportation & Warehousing

3,816

—

3,816

6

3,816

692

18.1
%

18.1
%
1-4 Family Residential

—

4,310

4,310

49

3,787

75

1.7
%

2.0
%
Retail

—

—

—

—

—

—

—
%

—
%
Real Estate & Rental & Leasing

—

—

—

—

—

—

—
%

—
%
Healthcare and Social Assistance

—

—

—

—

—

—

—
%

—
%
All Other

—

—

—

—

—

—

—
%

—
%

$
12,782

$
4,310

$
17,092

56

$
16,569

$
3,905

22.8
%

23.6
%

In addition, the Bank’s loan portfolio includes collateralized loans extended to businesses that depend on the energy industry, including those within the exploration and production, field services, pipeline construction and transportation sectors. Crude oil prices have increased since historical lows observed in 2020, but uncertainty remains as economies continue to recover from the COVID-19 pandemic, vaccination programs evolve, and future supply and demand for oil are influenced by a return to business travel, new energy policies and government regulation, and the pace of transition towards renewable energy resources. At September 30, 2021, the Bank’s energy loan exposure was approximately $72 million of loans held for investment with unfunded commitment balances of approximately $40 million. The allowance for credit losses on the Bank’s energy portfolio was $0.3 million, or 0.5% of loans held for investment at September 30, 2021.

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As noted above, the Bank’s actions during the second quarter of 2020 and again during the first and second quarters of 2021 included supporting our impacted banking clients through both the initial and second round PPP ~~efforts. These~~ efforts included approval and funding of over 4,100 PPP loans, with approximately ~~$133~~$7 million remaining outstanding at ~~September~~June 30, ~~2021.~~2022. The PPP loans made by the Bank are guaranteed by the SBA and, if used by the borrower for authorized purposes, may be fully forgiven. On October 2, 2020, the SBA began approving the Bank’s PPP forgiveness applications and remitting forgiveness payments to PPP lenders for PPP borrowers. Through ~~October 22, 2021,~~July 15, 2022, the SBA had approved approximately ~~3,300 initial and second round~~4,100 PPP forgiveness applications from the Bank totaling approximately ~~$775~~$893 million, with PPP loans of approximately ~~$12~~$2 million currently pending SBA review and approval.

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and government regulation, and the pace of transition towards renewable energy resources. At June 30, 2022, the Bank’s energy loan exposure was approximately $66 million of loans held for investment with unfunded commitment balances of approximately $32 million. The allowance for credit losses on the Bank’s energy portfolio was $0.1 million, or 0.2% of loans held for investment at June 30, 2022.

Refer to the discussion in the “Financial Condition – Allowance for Credit Losses on Loans” section that follows for more details regarding the significant assumptions and estimates involved in estimating credit losses given the economic uncertainties associated with COVID-19.

Outlook for 2022

Our balance sheet, operating results and certain metrics during 2021 reflected strong credit quality, significant reversals of credit losses, heightened capital and liquidity levels, and low mortgage interest rates. As noted within our 2021 Form 10-K, we identified expected headwinds in 2022, including tight housing inventories on mortgage volumes, declining deposit balances, and increases in market interest rates, while also noting that inflationary pressures associated with compensation, occupancy and software costs within our business segments were expected to be uncertain in 2022. These headwinds, coupled with a declining economic forecast, rapid increases in the 10-year U.S. treasury bond yield and mortgage interest rates, and exposure to increasing funding costs during the first half of 2022 have had, and are expected to continue to have, an adverse impact on our operating results during the remainder of 2022.

The COVID-19 pandemic ~~has~~may also continue to adversely ~~impacted~~impact financial markets and overall economic ~~conditions, and is expected to continue to have implications on our business and operations.~~conditions. The extent of the impact of the pandemic on our operational and financial performance for the remainder of ~~2021 and into~~ 2022 is currently uncertain and will depend on certain developments outside of our control, including, among others, the ongoing distribution and effectiveness of vaccines, government stimulus, the ultimate impact of the pandemic on our customers and clients, and additional, or extended, federal, state and local government orders and regulations that might be imposed in response to the pandemic.remains uncertain.

See “Item 1A. Risk Factors” of our ~~2020~~2021 Form 10-K for additional discussion of the potential adverse impact of COVID-19 on our business, results of operations and financial condition.

Factors Affecting Results of Operations

As a financial institution providing products and services through our banking, broker-dealer and mortgage origination segments, we are directly affected by general economic and market conditions, many of which are beyond our control and unpredictable. A key factor impacting our results of operations includes changes in the level of interest rates in addition to twists in the shape of the yield curve with the magnitude and direction of the impact varying across the different lines of business. Other factors impacting our results of operations include, but are not limited to, fluctuations in volume and price levels of securities, inflation, political events, investor confidence, investor participation levels, legal, regulatory, and compliance requirements and competition. All of these factors have the potential to impact our financial position, operating results and liquidity. In addition, the recent economic and political environment has led to legislative and regulatory initiatives, both enacted and proposed, that could substantially change the regulation of the financial services industry and may significantly impact us.

Factors Affecting Comparability of Results of Operations

~~NLC Sale~~LIBOR

As ~~previously~~ discussed ~~on June 30, 2020, we completed the sale~~in more detail within “Item 7. Management’s Discussion and Analysis of ~~all~~Financial Condition and Results of ~~the outstanding capital stock of NLC, which comprised the operations~~Operations” of our ~~insurance segment. Accordingly, NLC’s results for the three and nine months ended September 30, 2020 have been presented as discontinued operations in the consolidated financial statements.~~

~~Tender Offer~~

On September 23, 2020, we announced the commencement of a modified “Dutch auction” tender offer to purchase shares of our common stock for an aggregate cash purchase price of up to $350 million. On November 17, 2020, we completed our tender offer, repurchasing 8,058,947 shares of outstanding common stock at a price of $24.00 per share for a total of $193.4 million excluding fees and expenses. We funded the tender offer with cash on hand.

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~~Subordinated Notes due 2030 and 2035~~

On May 7, 2020, we completed a public offering of $50 million aggregate principal amount of 5.75% fixed-to-floating rate subordinated notes due May 15, 2030 (the “2030 Subordinated Notes”) and $150 million aggregate principal amount of 6.125% fixed-to-floating rate subordinated notes due May 15, 2035 (the “2035 Subordinated Notes”). We collectively refer to the 2030 Subordinated Notes and the 2035 Subordinated Notes as the “Subordinated Notes”. The price for the Subordinated Notes was 100% of the principal amount of the Subordinated Notes. The net proceeds from the offering, after deducting underwriting discounts and fees and expenses of $3.4 million, were $196.6 million. We intend to use the net proceeds of the offerings for general corporate purposes.

~~Technology Enhancements and Corporate Initiatives~~

In furtherance of our goal of building a premier, diversified financial services company, we regularly evaluate strategic opportunities to invest in our business and technology platforms. Such investments are intended to support long-term technological competitiveness and improve operational efficiencies throughout our organization. During 2018, we began the significant investment in new technological solutions, substantial core system upgrades and other technology enhancements. Such significant investments specifically include single enterprise-wide general ledger and procurement solutions, a mortgage loan origination system and a core system replacement within our broker-dealer segment (collectively referred to as “Core System Improvements”). In combination with these technology enhancements, we are continuing our efforts to consolidate common back office functions. Costs incurred related to these Core System Improvements and the consolidation of common back office functions represented a significant portion of our noninterest expenses throughout 2020. We have made such investments with the expectation that they will result in cost savings over the long term. Beginning in the second quarter of 2019, the mortgage origination segment began the implementation of a new mortgage loan origination system. The transition from the previous mortgage loan origination system was completed during the fourth quarter of 2020. During the second quarter of 2020, we implemented the core system replacement within our broker-dealer segment. This was a highly complex endeavor and the broker-dealer segment continues to work with the technology vendors, clients and internal stakeholders. Additionally, through the third quarter of 2020, we made significant progress in our transition to a single, enterprise-wide general ledger solution by replacing legacy ledgers at our banking and mortgage origination segments, as well as corporate, and, in April 2021 ~~we replaced our only remaining legacy ledger and transitioned our broker-dealer segment to the enterprise-wide general ledger solution.~~

Form 10-K

~~LIBOR~~

In July 2017, the Financial Conduct Authority (“FCA”) announced that it intends to cease compelling banks to submit rates for the calculation of LIBOR after 2021. Most recently in March 2021, the FCA and the Intercontinental Exchange (“ICE”) Benchmark Administration concurrently confirmed their original intention to stop requesting banks to submit the rates required to calculate LIBOR after the 2021 calendar year and additionally announced firm target dates for the phase out of various LIBOR tenors. Pursuant to the announcement,, one week and two-month LIBOR ~~will cease~~ceased to be published ~~or lose representativeness immediately after~~on December 31, 2021, and all remaining USD LIBOR tenors will cease to be published or lose representativeness immediately after June 30, 2023.

Working groups comprised of various regulators and other industry groups have been formed in the United States and other countries in order to provide guidance on this topic. In particular, the Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. The ARRC has also published recommended fall-back language for LIBOR-linked financial instruments, among numerous other areas of guidance.

The Financial Accounting Standards Board (“FASB”) issued guidance in March 2020 intended to provide temporary optional expedients and exceptions to the accounting principles generally accepted in the United States (“GAAP”) guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additionally, the FASB issued specific accounting guidance that permits the use of the Overnight Index Swap rate based on the SOFR to be designated as a benchmark interest rate for hedge accounting purposes.

Certain loans we originated bear interest at a floating rate based on LIBOR. We also pay interest on certain borrowings, are counterparty to derivative agreements that are based on LIBOR and have existing contracts with payment calculations that use LIBOR as the

~~Table of Contents~~

reference rate. The cessation of publication of LIBOR will create various risks surrounding the financial, operational, compliance and legal aspects associated with changing certain elements of existing contracts.

~~ARRC~~The Alternative Reference Rates Committee (“ARRC”) has proposed a paced market transition plan to ~~SOFR~~the Secured Overnight Financing Rate (“SOFR”) from LIBOR, and organizations are currently working on industry-wide and company-specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. The ARRC has formally recommended SOFR as its preferred alternative rate for LIBOR. However, at this time, no consensus exists as to what rate or rates may become acceptable alternatives to LIBOR and it is impossible to predict the effect of any such

Table of Contents

alternatives on the value of LIBOR-based securities and variable rate loans, ~~debentures,~~ or other securities or financial arrangements, given LIBOR’s role in determining market interest rates globally.

We have completed our targeted assessment of exposures across the organization associated with the migration away from LIBOR and have transitioned to the impact assessment and implementation stages. In light of the above described recent changes to the LIBOR phase out dates being pushed out to 2023, we have begun taking necessary actions, including negotiating certain of our agreements based on alternative benchmark rates that have been established. Since the third quarter of 2020, PrimeLending has been originating conventional adjustable-rate mortgage, or ARM, loan products utilizing a SOFR rate with terms consistent with government-sponsored enterprise, or GSE, guidelines. In addition, the Bank’s management team continues to work with its commercial relationships that have LIBOR-based contracts maturing ~~after 2021~~in 2022 and future periods to amend terms and establish an alternative benchmark rate. We also continue to evaluate the impacts of the LIBOR phase-out and transition requirements as it pertains to contracts, models and systems. To date, an immaterial amount of expenses have been incurred as a result of our efforts; however, in the future we may incur additional expenses as we finalize the transition of our systems and processes away from LIBOR.

~~Brokered Deposits~~

In December 2020, the Federal Deposit Insurance Corporation (“FDIC”) finalized revisions to its rules and prior guidance regarding brokered deposits (the “Revisions”). The Revisions are intended to modernize the FDIC's framework for regulating brokered deposits and ensure that the classification of a deposit as brokered appropriately reflects changes in the banking landscape. In addition, the Revisions are intended to modify the interest rate restrictions applicable to certain depository institutions and clarify the application of the brokered deposit requirements to non-maturity deposits. The Revisions became effective on April 1, 2021, but full compliance is not required during a transitionary period ending January 1, 2022. We have evaluated the Revisions and published FDIC guidance and, after consulting with the FDIC, expect that, effective January 1, 2022, we will continue to treat deposits swept to the banking segment from the broker-dealer segment as non-brokered. At that time, the cost of these sweep deposits will be based on a current market rate of interest rather than a per account fee.

Segment Information

As previously discussed, on June 30, 2020, we completed the sale of all of the outstanding capital stock of NLC, which comprised the operations of the insurance segment. Accordingly, insurance segment results for the three and nine months ended September 30, 2020 have been presented as discontinued operations in the consolidated financial statements and we no longer have an insurance segment. Additional details are presented in Note 3, Discontinued Operations, in the notes to our consolidated financial statements.

~~Following the above-noted sale of NLC, we have~~The Company has two primary business units, ~~within continuing operations,~~ PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, ~~our business~~the Company’s units are comprised of three reportable business segments organized primarily by the core products offered to the segments’ respective customers: banking, broker-dealer and mortgage origination. Consistent with our historical segment operating results, we anticipate that future revenues will be driven primarily from the banking segment, with the remainder being generated by our broker-dealer and mortgage origination segments. Operating results for the mortgage origination segment have historically been more volatile than operating results for the banking and broker-dealer segments.

The banking segment includes the operations of the Bank. The banking segment primarily provides business and consumer banking services from offices located throughout Texas and generates revenue from its portfolio of earning assets. The Bank’s results of operations are primarily dependent on net interest income. The Bank also derives revenue from other sources, including service charges on customer deposit accounts and trust fees.

The broker-dealer segment includes the operations of Securities Holdings, which operates through its wholly owned subsidiaries Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC. The broker-dealer segment generates a majority of its revenues from fees and commissions earned from investment advisory

~~Table of Contents~~

and securities brokerage services. Hilltop Securities is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”). Momentum Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA. Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC are registered investment advisers under the Investment Advisers Act of 1940.

The mortgage origination segment includes the operations of PrimeLending, which offers a variety of loan products and generates revenue predominantly from fees charged on the origination and servicing of loans and from selling these loans in the secondary market.

The eliminations of intercompany transactions are included in “All Other and Eliminations.” Additional information concerning our reportable segments is presented in Note ~~22,~~21, Segment and Related Information, in the notes to our consolidated financial statements.

Table of Contents

The following table presents certain information about the ~~continuing operating~~ results of our reportable segments (in thousands). This table serves as a basis for the discussion and analysis in the segment operating results sections that follow.


	Three Months Ended September 30,				Variance 2021 vs 2020			Nine Months Ended September 30,				Variance 2021 vs 2020			Three Months Ended June 30,				Variance 2022 vs 2021			Six Months Ended June 30,				Variance 2022 vs 2021
	2021		2020		Amount		Percent	2021		2020		Amount		Percent	2022		2021		Amount		Percent	2022		2021		Amount		Percent
Net interest income (expense):
Banking	$	99,978	$	96,416	$	3,562	4	$	309,330	$	284,440	$	24,890	9	$	101,259	$	105,468	$	(4,209)	(4)	$	193,329	$	209,352	$	(16,023)	(8)
Broker-Dealer		10,427		8,168		2,259	28		31,623		31,005		618	2		12,578		10,682		1,896	18		24,096		21,196		2,900	14
Mortgage Origination		(3,503)		(2,349)		(1,154)	(49)		(16,554)		(3,647)		(12,907)	(354)		(1,291)		(5,953)		4,662	78		(3,127)		(13,051)		9,924	76
Corporate		(4,341)		(4,594)		253	6		(13,720)		(9,482)		(4,238)	(45)		(3,190)		(4,687)		1,497	32		(6,580)		(9,379)		2,799	30
All Other and Eliminations		2,529		4,259		(1,730)	(41)		8,009		14,478		(6,469)	(45)		2,700		2,406		294	12		4,329		5,480		(1,151)	(21)
Hilltop Continuing Operations	$	105,090	$	101,900	$	3,190	3	$	318,688	$	316,794	$	1,894	1
Hilltop Consolidated															$	112,056	$	107,916	$	4,140	4	$	212,047	$	213,598	$	(1,551)	(1)

Provision for (reversal of) credit losses:
Banking	$	(5,775)	$	—	$	(5,775)	NM	$	(39,725)	$	99,875	$	(139,600)	(140)	$	5,025	$	(28,775)	$	33,800	117	$	4,975	$	(33,950)	$	38,925	115
Broker-Dealer		(44)		(602)		558	93		77		98		(21)	(21)		311		55		256	NM		476		121		355	NM
Mortgage Origination		—		—		—	—		—		—		—	—		—		—		—	-		—		—		—	—
Corporate		—		—		—	—		—		—		—	—		—		—		—	-		—		—		—	—
All Other and Eliminations		—		—		—	—		—		—		—	—		—		—		—	-		—		—		—	—
Hilltop Continuing Operations	$	(5,819)	$	(602)	$	(5,217)	NM	$	(39,648)	$	99,973	$	(139,621)	(140)
Hilltop Consolidated															$	5,336	$	(28,720)	$	34,056	119	$	5,451	$	(33,829)	$	39,280	116

Noninterest income:
Banking	$	11,727	$	9,819	$	1,908	19	$	33,293	$	29,246	$	4,047	14	$	12,467	$	10,242	$	2,225	22	$	25,237	$	21,566	$	3,671	17
Broker-Dealer		116,143		141,022		(24,879)	(18)		298,229		350,192		(51,963)	(15)		87,651		83,463		4,188	5		148,341		182,086		(33,745)	(19)
Mortgage Origination		242,270		355,471		(113,201)	(32)		794,679		874,926		(80,247)	(9)		140,082		241,965		(101,883)	(42)		283,276		552,409		(269,133)	(49)
Corporate		757		477		280	59		8,140		3,315		4,825	146		2,080		6,877		(4,797)	(70)		3,846		7,383		(3,537)	(48)
All Other and Eliminations		(2,952)		(4,078)		1,126	28		(8,912)		(15,130)		6,218	41		(3,007)		(2,648)		(359)	(14)		(4,999)		(5,960)		961	16
Hilltop Continuing Operations	$	367,945	$	502,711	$	(134,766)	(27)	$	1,125,429	$	1,242,549	$	(117,120)	(9)
Hilltop Consolidated															$	239,273	$	339,899	$	(100,626)	(30)	$	455,701	$	757,484	$	(301,783)	(40)

Noninterest expense:
Banking	$	54,567	$	55,980	$	(1,413)	(3)	$	167,869	$	169,569	$	(1,700)	(1)	$	57,331	$	57,514	$	(183)	(0)	$	115,761	$	113,302	$	2,459	2
Broker-Dealer		109,193		114,393		(5,200)	(5)		287,831		299,743		(11,912)	(4)		90,817		87,234		3,583	4		171,464		178,638		(7,174)	(4)
Mortgage Origination		176,587		207,176		(30,589)	(15)		573,884		547,222		26,662	5		133,169		186,963		(53,794)	(29)		268,027		397,297		(129,270)	(33)
Corporate		15,355		21,999		(6,644)	(30)		37,015		35,741		1,274	4		17,561		12,072		5,489	45		30,354		21,660		8,694	40
All Other and Eliminations		(528)		(203)		(325)	(160)		(1,395)		(820)		(575)	(70)		(335)		(415)		80	19		(713)		(867)		154	18
Hilltop Continuing Operations	$	355,174	$	399,345	$	(44,171)	(11)	$	1,065,204	$	1,051,455	$	13,749	1
Hilltop Consolidated															$	298,543	$	343,368	$	(44,825)	(13)	$	584,893	$	710,030	$	(125,137)	(18)

Income (loss) from continuing operations before taxes:
Income (loss) before taxes:
Banking	$	62,913	$	50,255	$	12,658	25	$	214,479	$	44,242	$	170,237	385	$	51,370	$	86,971	$	(35,601)	(41)	$	97,830	$	151,566	$	(53,736)	(35)
Broker-Dealer		17,421		35,399		(17,978)	(51)		41,944		81,356		(39,412)	(48)		9,101		6,856		2,245	33		497		24,523		(24,026)	(98)
Mortgage Origination		62,180		145,946		(83,766)	(57)		204,241		324,057		(119,816)	(37)		5,622		49,049		(43,427)	(89)		12,122		142,061		(129,939)	(91)
Corporate		(18,939)		(26,116)		7,177	27		(42,595)		(41,908)		(687)	(2)		(18,671)		(9,882)		(8,789)	(89)		(33,088)		(23,656)		(9,432)	(40)
All Other and Eliminations		105		384		(279)	(73)		492		168		324	193		28		173		(145)	(84)		43		387		(344)	(89)
Hilltop Continuing Operations	$	123,680	$	205,868	$	(82,188)	(40)	$	418,561	$	407,915	$	10,646	3
Hilltop Consolidated															$	47,450	$	133,167	$	(85,717)	(64)	$	77,404	$	294,881	$	(217,477)	(74)

NM	NM Not meaningful.

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Key Performance Indicators

We utilize several key indicators of financial condition and operating performance to evaluate the various aspects of our business. In addition to traditional financial metrics, such as revenue and growth trends, we monitor several other financial measures and non-financial operating metrics to help us evaluate growth trends, measure the adequacy of our capital based on regulatory reporting requirements, measure the effectiveness of our operations and assess operational efficiencies. These indicators change from time to time as the opportunities and challenges in our businesses change.

Specifically, performance ratios and asset quality ratios are typically used for measuring the performance of banking and financial institutions. We consider return on average stockholders’ equity, return on average assets and net interest margin to be important supplemental measures of operating performance that are commonly used by securities analysts, investors and other parties interested in the banking and financial industry. The net ~~charge-offs~~recoveries (charge-offs) to average loans outstanding ratio is also considered a key measure for our banking segment as it indicates the performance of our loan portfolio.

In addition, we consider regulatory capital ratios to be key measures that are used by us, as well as banking regulators, investors and analysts, to assess our regulatory capital position and to compare our regulatory capital to that of other financial services companies. We monitor our capital strength in terms of both leverage ratio and risk-based capital ratios based on capital requirements administered by the federal banking agencies. The risk-based capital ratios are minimum supervisory ratios generally applicable to banking organizations, but banking organizations are widely expected to operate with capital positions well above the minimum ratios. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a material effect on our financial condition or results of operations.

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How We Generate Revenue

We generate revenue from net interest income and from noninterest income. Net interest income represents the difference between the income earned on our assets, including our loans and investment securities, and our cost of funds, including the interest paid on the deposits and borrowings that are used to support our assets. Net interest income is a significant contributor to our operating ~~results and is primarily earned by our banking segment.~~results. Fluctuations in interest rates, as well as the amounts and types of interest-earning assets and interest-bearing liabilities we hold, affect net interest income. Net interest income ~~from continuing operations increased~~decreased during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, primarily due to ~~an increase~~a decrease within our banking segment, significantly offset by ~~decreases~~increases within our mortgage origination ~~segment~~ and ~~within corporate.~~broker-dealer segments.

The other component of our revenue is noninterest income, which is primarily comprised of the following:

(i)

Income from broker-dealer operations. Through Securities Holdings, we provide investment banking and other related financial ~~services. We~~services that generated ~~$220.6~~$133.6 million and ~~$196.0~~$136.6 million in securities commissions and fees and investment and securities advisory fees and commissions, and ~~$70.1~~$13.9 million and ~~$143.0~~$39.7 million in gains from derivative and trading portfolio activities (included within other noninterest income), respectively, during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020, respectively.~~2021.

(ii)

Income from mortgage operations. Through PrimeLending, we generate noninterest income by originating and selling mortgage loans. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we generated ~~$793.9~~$282.9 million and ~~$875.3~~$552.0 million, respectively, in net gains from sale of loans, other mortgage production income (including income associated with retained mortgage servicing rights), and mortgage loan origination fees.

In the aggregate, we experienced a decrease in noninterest income ~~from continuing operations~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the same period in ~~2020,~~2021, as noted in the segment results table previously presented, primarily due to a decrease of ~~$81.3~~$269.1 million in net gains from sale of loans, other mortgage production income and mortgage loan origination fees within our mortgage origination segment and ~~a decrease~~decreases in gains from derivative and trading portfolio activities and fixed income services business line revenues within our broker-dealer segment.

We also incur noninterest expenses in the operation of our businesses. Our businesses engage in labor intensive activities and, consequently, employees’ compensation and benefits represent the majority of our noninterest expenses.

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Consolidated Operating Results

Income ~~from continuing operations~~ applicable to common stockholders during the three months ended ~~September~~June 30, ~~2021~~2022 was ~~$92.9~~$33.3 million, or ~~$1.15~~$0.45 per diluted share, compared with ~~$152.5~~$99.1 million, or ~~$1.69~~$1.21 per diluted share, during the three months ended ~~September~~June 30, ~~2020.~~2021. Income ~~from continuing operations~~ applicable to common stockholders during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$312.3~~$55.5 million, or ~~$3.82~~$0.73 per diluted share, compared with ~~$296.7~~$219.4 million, or ~~$3.29~~$2.66 per diluted share, during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Hilltop’s financial results ~~from continuing operations~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, reflect a significant ~~decrease~~decreases in year-over-year mortgage origination segment net gains from sales of loans and other mortgage production income, ~~as well as~~ declines in net revenues within certain of the broker-dealer segment’s ~~structured finance~~ business lines, and ~~fixed income services lines, while~~declines in the ~~comparable nine month periods~~year-over-year changes in provision for (reversal of) credit losses within the banking segment also reflected positive changes in macroeconomic and loan expected loss rates during 2021 as opposed to a significant build in the allowance for credit losses given the market disruption and economic uncertainties caused by COVID-19 during 2020.

Including income from discontinued operations, net of income taxes, income applicable to common stockholders was $153.3 million, or $1.70 per diluted share, and $331.4 million, or $3.67 per diluted share, during the three and nine months ended September 30, 2020, respectively.segment.

Certain items included in net income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 resulted from purchase accounting associated with the merger of PlainsCapital Corporation with and into a wholly owned subsidiary of Hilltop on November 30, 2012, the FDIC-assisted transaction whereby the Bank acquired certain assets and assumed certain liabilities of FNB, the acquisition of SWS Group, Inc. in a stock and cash transaction, and the acquisition of The Bank of River Oaks in an all-cash transaction (collectively, the “Bank Transactions”). Income before income taxes during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 included net accretion on earning assets and liabilities of ~~$3.3~~$3.1 million and ~~$3.6~~$6.2 million, respectively, and amortization of identifiable intangibles of ~~$1.3~~$1.1 million and ~~$1.6~~$1.3 million, respectively, related to the Bank Transactions. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, income before income taxes included net accretion on earning assets and liabilities of ~~$14.4~~$5.7 million and ~~$13.5~~$11.0 million, respectively, and amortization of identifiable intangibles of ~~$4.0~~$2.2 million and ~~$4.9~~$2.7 million, respectively, related to the Bank Transactions.

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The information shown in the table below includes certain key performance indicators on a consolidated basis.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Return on average stockholders' equity⁽¹⁾	14.96	%	25.94	%	17.26	%	19.85	%	5.82	%	16.42	%	4.67	%	18.47	%
Return on average assets ⁽²⁾	2.13	%	3.71	%	2.43	%	2.90	%	0.80	%	2.29	%	0.66	%	2.59	%
Net interest margin^{(3) (4)}	2.53	%	2.56	%	2.61	%	2.90	%	2.75	%	2.62	%	2.55	%	2.66	%
Leverage ratio⁽⁵⁾ (end of period)					12.64	%	13.03	%					10.53	%	12.87	%
Common equity Tier 1 risk-based capital ratio ⁽⁶⁾ (end of period)					21.28	%	19.85	%					17.24	%	20.22	%

(1)	Return on average stockholders’ equity is defined as consolidated income attributable to Hilltop divided by average total Hilltop stockholders’ equity.

(2)	Return on average assets is defined as consolidated net income divided by average assets.

(3)	Net interest margin is defined as net interest income divided by average interest-earning assets. We consider net interest margin as a key indicator of profitability, as it represents interest earned on our interest-earning assets compared to interest incurred.

(4)

The securities financing operations within our broker-dealer segment had the effect of lowering both the net interest margin and taxable equivalent net interest margin by 18 basis points and 1817 basis points during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and 18 basis points and 2518 basis points during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

(5)	The leverage ratio is a regulatory capital ratio and is defined as Tier 1 risk-based capital divided by average consolidated assets.

(6)

The common equity Tier 1 risk-based capital ratio is a regulatory capital ratio and is defined as common equity Tier 1 risk-based capital divided by risk weighted assets. Common equity includes common equity Tier 1 capital (common stockholders’ equity and certain minority interests in the equity capital accounts of consolidated subsidiaries, but excluding goodwill and various intangible assets) and additional Tier 1 capital (certain qualifying minority interests not included in common equity Tier 1 capital, certain preferred stock and related surplus, and certain subordinated debt).

We present net interest margin and net interest income below on a taxable-equivalent basis. 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 corporate federal income tax rate of 21% for all periods presented. The interest income earned on certain earning assets is completely or partially exempt from federal

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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.

During the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, purchase accounting contributed 98 and 1016 basis points, respectively, to our consolidated taxable equivalent net interest margin of ~~2.54%~~2.76% and ~~2.57%~~2.63%, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, purchase accounting contributed 137 and 1415 basis points respectively, to our consolidated taxable equivalent net interest margin of ~~2.62%~~2.56% and ~~2.90%~~2.66%, respectively. The purchase accounting activity was primarily related to the accretion of discount of loans which totaled ~~$3.2~~$3.0 million and ~~$3.6~~$6.0 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, associated with the Bank Transactions. The purchase accounting activity was primarily related to the accretion of discount of loans which totaled ~~$14.1~~$5.5 million and ~~$13.5~~$10.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, associated with the Bank Transactions.

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The table below provides additional details regarding our consolidated net interest income (dollars in thousands).


	Three Months Ended September 30,												Three Months Ended June 30,
	2021						2020						2022						2021
	Average		Interest		Annualized		Average		Interest		Annualized		Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or		Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate		Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for sale	$	2,300,939	$	17,696	3.08	%	$	2,530,805	$	20,108	3.18	%	$	1,375,395	$	14,302	4.16	%	$	2,450,897	$	17,128	2.80	%
Loans held for investment, gross ⁽¹⁾		7,514,392		82,073	4.33	%		7,730,711		84,847	4.32	%		7,838,090		84,426	4.32	%		7,725,906		87,034	4.48	%
Investment securities - taxable		2,585,362		12,328	1.91	%		1,974,911		11,017	2.23	%		2,779,458		17,288	2.49	%		2,443,486		11,106	1.82	%
Investment securities - non-taxable ⁽²⁾		318,408		3,252	4.09	%		243,716		2,011	3.30	%		250,303		2,557	4.09	%		320,685		2,731	3.41	%
Federal funds sold and securities purchased under agreements to resell		161,577		207	—	%		154,588		10	0.03	%		193,851		481	1.00	%		159,400		—	0.00	%
Interest-bearing deposits in other financial institutions		2,197,478		788	0.14	%		1,794,652		626	0.14	%		2,602,154		4,984	0.77	%		1,861,861		628	0.14	%
Securities borrowed		1,364,726		8,585	2.46	%		1,297,112		10,705	3.23	%		1,273,368		10,498	3.26	%		1,490,097		15,586	4.14	%
Other		51,350		813	6.28	%		49,701		823	6.59	%		53,962		1,013	7.53	%		49,579		994	8.04	%
Interest-earning assets, gross ⁽²⁾		16,494,232		125,742	3.02	%		15,776,196		130,147	3.26	%		16,366,581		135,549	3.32	%		16,501,911		135,207	3.26	%
Allowance for credit losses		(115,688)						(156,071)						(91,619)						(144,105)
Interest-earning assets, net		16,378,544						15,620,125						16,274,962						16,357,806
Noninterest-earning assets		1,371,207						1,493,194						1,516,266						1,475,422
Total assets	$	17,749,751					$	17,113,319					$	17,791,228					$	17,833,228

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,622,748	$	5,303	0.28	%	$	7,868,100	$	10,700	0.54	%	$	7,768,772	$	5,456	0.28	%	$	7,740,066	$	6,176	0.32	%
Securities loaned		1,306,314		6,519	1.98	%		1,193,497		8,729	2.91	%		1,114,923		8,512	3.06	%		1,411,961		12,345	3.51	%
Notes payable and other borrowings		1,231,545		8,266	2.66	%		1,259,559		8,500	2.69	%		1,303,678		9,109	2.80	%		1,271,609		8,381	2.64	%
Total interest-bearing liabilities		10,160,607		20,088	0.78	%		10,321,156		27,929	1.08	%		10,187,373		23,077	0.91	%		10,423,636		26,902	1.03	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		4,299,987						3,508,282						4,552,424						4,090,425
Other liabilities		800,225						903,571						731,635						872,916
Total liabilities		15,260,819						14,733,009						15,471,432						15,386,977
Stockholders’ equity		2,463,821						2,350,900						2,292,816						2,420,436
Noncontrolling interest		25,111						29,410						26,980						25,815
Total liabilities and stockholders' equity	$	17,749,751					$	17,113,319					$	17,791,228					$	17,833,228

Net interest income ⁽²⁾			$	105,654					$	102,218					$	112,472					$	108,305
Net interest spread ⁽²⁾					2.24	%					2.18	%					2.41	%					2.23	%
Net interest margin ⁽²⁾					2.54	%					2.57	%					2.76	%					2.63	%


	Six Months Ended June 30,
	2022						2021
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for sale	$	1,421,440	$	26,266	3.70	%	$	2,511,653	$	33,361	2.66	%
Loans held for investment, gross ⁽¹⁾		7,838,566		162,870	4.21	%		7,686,116		175,078	4.55	%
Investment securities - taxable		2,774,183		32,869	2.37	%		2,356,083		21,338	1.81	%
Investment securities - non-taxable ⁽²⁾		286,990		5,439	3.79	%		302,444		4,998	3.31	%
Federal funds sold and securities purchased under agreements to resell		175,683		617	0.71	%		126,644		—	—	%
Interest-bearing deposits in other financial institutions		2,857,841		6,412	0.45	%		1,714,688		1,210	0.14	%
Securities borrowed		1,363,765		19,315	2.82	%		1,471,504		44,558	6.02	%
Other		54,280		1,762	6.55	%		49,746		1,756	7.11	%
Interest-earning assets, gross ⁽²⁾		16,772,748		255,550	3.07	%		16,218,878		282,299	3.47	%
Allowance for credit losses		(91,927)						(146,737)
Interest-earning assets, net		16,680,821						16,072,141
Noninterest-earning assets		1,459,242						1,517,000
Total assets	$	18,140,063					$	17,589,141

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,984,102	$	9,649	0.24	%	$	7,683,634	$	13,917	0.37	%
Securities loaned		1,242,660		15,984	2.59	%		1,384,108		37,831	5.51	%
Notes payable and other borrowings		1,276,600		16,990	2.68	%		1,201,230		16,394	2.73	%
Total interest-bearing liabilities		10,503,362		42,623	0.82	%		10,268,972		68,142	1.34	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		4,530,166						3,911,205
Other liabilities		681,989						986,810
Total liabilities		15,715,517						15,166,987
Stockholders’ equity		2,398,015						2,395,994
Noncontrolling interest		26,531						26,160
Total liabilities and stockholders' equity	$	18,140,063					$	17,589,141

Net interest income ⁽²⁾			$	212,927					$	214,157
Net interest spread ⁽²⁾					2.25	%					2.13	%
Net interest margin ⁽²⁾					2.56	%					2.66	%

5551

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Nine Months Ended September 30,

2021

2020


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 held for sale

$
2,440,668

$
51,059

2.79
%
$
2,153,565

$
55,775

3.45
%
Loans held for investment, gross ⁽¹⁾

7,628,599

257,149

4.50
%

7,580,436

268,208

4.67
%
Investment securities - taxable

2,432,268

33,666

1.85
%

1,818,953

40,112

2.94
%
Investment securities - non-taxable ⁽²⁾

307,718

8,261

3.58
%

222,818

5,729

3.43
%
Federal funds sold and securities purchased under agreements to resell

138,191

208

—
%

92,722

138

0.20
%
Interest-bearing deposits in other financial institutions

1,876,943

1,998

0.14
%

1,277,130

2,679

0.28
%
Securities borrowed

1,435,862

53,143

4.88
%

1,413,473

36,915

3.43
%
Other

50,281

2,568

6.83
%

62,690

2,774

5.91
%
Interest-earning assets, gross ⁽²⁾

16,310,530

408,052

3.34
%

14,621,787

412,330

3.73
%
Allowance for credit losses

(136,400)

(111,070)

Interest-earning assets, net

16,174,130

14,510,717

Noninterest-earning assets

1,468,459

1,576,485

Total assets

$
17,642,589

$
16,087,202

Liabilities and Stockholders' Equity

Interest-bearing liabilities

Interest-bearing deposits

$
7,662,951

$
19,220

0.34
%
$
7,354,534

$
37,771

0.69
%
Securities loaned

1,358,104

44,350

4.37
%

1,316,032

30,802

3.13
%
Notes payable and other borrowings

1,210,578

24,660

2.72
%

1,246,087

25,043

2.67
%
Total interest-bearing liabilities

10,231,633

88,230

1.15
%

9,916,653

93,616

1.26
%
Noninterest-bearing liabilities

Noninterest-bearing deposits

4,040,649

3,182,002

Other liabilities

925,689

732,530

Total liabilities

15,197,971

13,831,185

Stockholders’ equity

2,418,804

2,229,882

Noncontrolling interest

25,814

26,135

Total liabilities and stockholders' equity

$
17,642,589

$
16,087,202

Net interest income ⁽²⁾

$
319,822

$
318,714

Net interest spread ⁽²⁾

2.19
%

2.47
%
Net interest margin ⁽²⁾

2.62
%

2.90
%

(1)	Average balance includes non-accrual loans.

(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on the applicable corporate federal income tax rate of 21% for the periods presented. The adjustment to interest income was ~~$0.6~~$0.4 million and ~~$0.3~~$0.4 million for the three months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively, ~~and $1.2 million~~ and $0.9 million and $0.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

The banking segment’s net interest margin exceeds our consolidated net interest margin shown above. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduce our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities, such as securities borrowed in the broker-dealer segment and securities loaned in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, yields and costs on certain interest-earning assets, such as warehouse lines of credit extended to subsidiaries (operating segments) by the banking segment, are eliminated from the consolidated financial statements. Our consolidated net interest margins for the three and nine months ended September 30, 2021 and 2020 were also negatively impacted by certain actions taken by management during 2020 to strengthen our available liquidity position. Such actions, including increasing overall cash balances by raising brokered money market and brokered time deposits and raising capital through the issuance of subordinated debt, were taken out of an abundance of caution in light of the extreme volatility and disruptions in the capital and credit markets beginning in March 2020 resulting from the COVID-19 crisis and its negative impact on the economy.

On a consolidated basis, the ~~increases~~changes in net interest income during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, were primarily due to the effects of ~~decreased~~volume and rate changes within the mortgage warehouse lending, securities and deposits portfolios within the banking segment and increased net yields on mortgage loans held for sale ~~interest incurred beginning in May 2020 related to the Subordinated Notes at corporate, and the decrease in market interest rates on deposits~~ within the ~~banking~~mortgage origination segment. Refer to the discussion in the “Banking Segment” section that follows for more details on the changes in net interest income, including the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items.

The provision for (reversal of) credit losses is determined by management as the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses for loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and

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other significant qualitative and quantitative factors. Substantially all of our consolidated provision for (reversal of) credit losses is related to the banking segment. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the ~~reversal of credit losses was primarily impacted~~increases in the allowance reflected a deteriorating U.S. economic outlook since the prior quarter, partially offset by ~~the banking segment’s reduction~~decreases in specific reserves ~~associated with collectively evaluated loans within the portfolio attributable to improvements in both macroeconomic forecast assumptions~~ and ~~credit quality metrics on COVID-19 impacted industry sector exposures.~~positive risk rating grade migration. Refer to the discussion in the “Financial Condition – Allowance for Credit Losses on Loans” section that follows for more details regarding the significant assumptions and estimates involved in estimating credit losses.

Noninterest income ~~from continuing operations~~ decreased during the three months ended ~~September~~June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, primarily due to ~~decrease in average loan sales margin, and to a lesser extent a decrease~~decreases in total mortgage loan sales volume and average loan sales margin within our mortgage origination segment. The decrease in noninterest income during the six months ended June 30, 2022, compared with the same period in 2021, was primarily due to decreases in total mortgage loan sales volume and average loan sales margin, and changes in net fair value and related derivative activity within our mortgage origination segment, as well as ~~decreases~~declines in net revenues within the broker-dealer segment’s structured finance and fixed income services ~~net revenues within our broker-dealer segment.~~ business lines.

Noninterest ~~income from continuing operations~~expense decreased during the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, primarily due to ~~changes in net fair value and related derivative activity, partially offset by an increase in total mortgage loan sales volume within our mortgage origination segment, as well as~~ decreases ~~in structured finance and fixed income services net revenues within our broker-dealer segment.~~

Noninterest expense from continuing operations decreased during the three months ended September 30, 2021, compared with the same period in 2020, primarily due to decreases in variable compensation within our mortgage origination and broker-dealer segments. Noninterest expense from continuing operations increased during the nine months ended September 30, 2021, compared with the same period in 2020, primarily due to increases in both variable and non-variable compensation within our mortgage origination segment associated with the ~~increased~~decreased mortgage loan originations. Noninterest expense decreased during the six months ended June 30, 2022, compared with the same period in 2021, primarily due to decreases in both variable and non-variable compensation within our mortgage origination segment associated with the decreased mortgage loan originations, ~~partially offset by~~and a decline in variable compensation within our broker-dealer segment. We have experienced an increase in certain noninterest expenses during the first half of 2022, including compensation, occupancy, and software costs, due to inflationary pressures. We expect such inflationary headwinds to continue and result in higher fixed costs during the remainder of 2022.

Effective income tax rates ~~from continuing operations~~ during the three months ended ~~September~~June 30, 2022 and 2021 were 25.6% and ~~2020 were 22.8% and 22.7%~~23.5%, respectively, and for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, were 23.2% and ~~23.0%~~23.4%, ~~respectively, and approximated~~respectively. The effective tax rate for the six months ended June 30, 2022 was higher than the applicable statutory ~~rates for such periods.~~rate primarily due to the impact of non-deductible compensation expense and other permanent adjustments during the second quarter of 2022.

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Segment Results ~~from Continuing Operations~~

Banking Segment

The following table presents certain information about the operating results of our banking segment (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance		Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2021		2020		2021 vs 2020		2021		2020		2021 vs 2020		2022		2021		2022 vs 2021		2022		2021		2022 vs 2021
Net interest income	$	99,978	$	96,416	$	3,562	$	309,330	$	284,440	$	24,890	$	101,259	$	105,468	$	(4,209)	$	193,329	$	209,352	$	(16,023)
Provision for (reversal of) credit losses		(5,775)		—		(5,775)		(39,725)		99,875		(139,600)		5,025		(28,775)		33,800		4,975		(33,950)		38,925
Noninterest income		11,727		9,819		1,908		33,293		29,246		4,047		12,467		10,242		2,225		25,237		21,566		3,671
Noninterest expense		54,567		55,980		(1,413)		167,869		169,569		(1,700)		57,331		57,514		(183)		115,761		113,302		2,459
Income (loss) before income taxes	$	62,913	$	50,255	$	12,658	$	214,479	$	44,242	$	170,237	$	51,370	$	86,971	$	(35,601)	$	97,830	$	151,566	$	(53,736)

The ~~increases~~decreases in income before income taxes during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same periods in ~~2020,~~2021, were primarily due to declines in the respective year-over-year changes in provision for (reversal of) credit losses and the combined impact of ~~reversals of credit losses during each quarter of 2021, which reflected improvement in both realized economic results~~net interest income volume and rate changes within the ~~macroeconomic outlook, as opposed to significant increases in the provision~~loans held for ~~credit losses during the first~~investment and ~~second quarters of 2020 associated with the adoption of the “current expected credit losses” (CECL) model and the significant market disruption caused by COVID-19.~~mortgage warehouse lending portfolios. Changes to net interest income related to the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items are discussed in more detail below.

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The information shown in the table below includes certain key indicators of the performance and asset quality of our banking segment.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Efficiency ratio ⁽¹⁾	48.85	%	52.69	%	49.00	%	54.06	%	50.41	%	49.71	%	52.96	%	49.07	%
Return on average assets ⁽²⁾	1.36	%	1.14	%	1.58	%	0.36	%	1.09	%	1.91	%	1.03	%	1.70	%
Net interest margin ⁽³⁾	2.99	%	3.03	%	3.16	%	3.28	%	2.97	%	3.19	%	2.81	%	3.25	%
Net recoveries (charge-offs) to average loans outstanding⁽⁴⁾	0.00	%	(0.03)	%	0.00	%	(0.35)	%	(0.07)	%	0.03	%	(0.04)	%	0.00	%

(1)	Efficiency ratio is defined as noninterest expenses divided by the sum of total noninterest income and net interest income for the period. We consider the efficiency ratio to be a measure of the banking segment’s profitability.

(2)	Return on average assets is defined as net income divided by average assets.

(3)	Net interest margin is defined as net interest income divided by average interest-earning assets. We consider net interest margin as a key indicator of profitability, as it represents interest earned on interest-earning assets compared to interest incurred.

(4)	Net recoveries (charge-offs) to average loans outstanding is defined as the greater of recoveries or charge-offs during the reported period minus charge-offs or recoveries divided by average loans outstanding. We use the ratio to measure the credit performance of our loan portfolio.

The banking segment presents net interest margin and net interest income in the following discussion and tables below on a taxable equivalent basis. 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 corporate federal income tax rate of 21% for all periods presented. 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.

During the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, purchase accounting contributed 1110 and 1320 basis points, respectively, to the banking segment’s taxable equivalent net interest margin of ~~3.00%~~2.98% and ~~3.03%~~3.20%, respectively. During the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, purchase accounting contributed 169 and 1718 basis points, respectively, to the banking segment’s taxable equivalent net interest margin of ~~3.17%~~2.81% and ~~3.29%~~3.25%, respectively. These purchase accounting items are primarily related to accretion of discount of loans associated with the Bank Transactions presented in the Consolidated Operating Results section.

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The table below provides additional details regarding our banking segment’s net interest income (dollars in thousands).


	Three Months Ended September 30,												Three Months Ended June 30,
	2021						2020						2022						2021
	Average		Interest		Annualized		Average		Interest		Annualized		Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or		Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate		Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for investment, gross ⁽¹⁾	$	6,906,305	$	77,825	4.47	%	$	7,287,758	$	81,216	4.39	%	$	7,302,343	$	79,305	4.36	%	$	7,158,625	$	82,987	4.61	%
Subsidiary warehouse lines of credit		2,113,964		20,239	3.75	%		2,188,068		20,977	3.75	%		1,298,673		14,483	4.41	%		2,349,513		22,292	3.75	%
Investment securities - taxable		2,110,509		7,772	1.47	%		1,451,049		7,170	1.98	%		2,354,096		9,841	1.67	%		1,961,289		7,244	1.48	%
Investment securities - non-taxable ⁽²⁾		113,474		966	3.41	%		112,113		960	3.43	%		106,178		929	3.50	%		116,391		1,001	3.44	%
Federal funds sold and securities purchased under agreements to resell		744		—	—	%		400		—	0.06	%		117,476		311	1.06	%		413		—	0.14	%
Interest-bearing deposits in other financial institutions		1,971,325		788	0.16	%		1,561,910		396	0.10	%		2,451,889		4,984	0.82	%		1,617,437		406	0.10	%
Other		36,754		130	1.40	%		36,676		42	0.46	%		36,824		99	1.08	%		36,912		155	1.68	%
Interest-earning assets, gross ⁽²⁾		13,253,075		107,720	3.22	%		12,637,974		110,761	3.45	%		13,667,479		109,952	3.23	%		13,240,580		114,085	3.42	%
Allowance for credit losses		(115,001)						(155,531)						(91,155)						(143,857)
Interest-earning assets, net		13,138,074						12,482,443						13,576,324						13,096,723
Noninterest-earning assets		962,472						1,049,072						933,480						968,430
Total assets	$	14,100,546					$	13,531,515					$	14,509,804					$	14,065,153
																	��
Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,467,386	$	7,144	0.38	%	$	7,878,593	$	13,723	0.69	%	$	7,614,093	$	7,286	0.38	%	$	7,589,397	$	8,014	0.42	%
Notes payable and other borrowings		140,016		391	1.11	%		166,687		425	1.01	%		287,335		1,209	1.69	%		130,157		397	1.22	%
Total interest-bearing liabilities		7,607,402		7,535	0.39	%		8,045,280		14,148	0.70	%		7,901,428		8,495	0.43	%		7,719,554		8,411	0.44	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		4,632,213						3,682,422						4,850,513						4,525,940
Other liabilities		156,358						144,439						141,979						138,282
Total liabilities		12,395,973						11,872,141						12,893,920						12,383,776
Stockholders’ equity		1,704,573						1,659,374						1,615,884						1,681,377
Total liabilities and stockholders’ equity	$	14,100,546					$	13,531,515					$	14,509,804					$	14,065,153

Net interest income ⁽²⁾			$	100,185					$	96,613					$	101,457					$	105,674
Net interest spread ⁽²⁾					2.83	%					2.75	%					2.80	%					2.98	%
Net interest margin ⁽²⁾					3.00	%					3.03	%					2.98	%					3.20	%


	Nine Months Ended September 30,												Six Months Ended June 30,
	2021						2020						2022						2021
	Average		Interest		Annualized		Average		Interest		Annualized		Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or		Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate		Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for investment, gross ⁽¹⁾	$	7,083,355	$	245,332	4.63	%	$	7,107,779	$	254,553	4.72	%	$	7,229,731	$	153,116	4.27	%	$	7,171,946	$	167,506	4.66	%
Subsidiary warehouse lines of credit		2,265,504		64,441	3.75	%		1,922,809		55,309	3.78	%		1,321,090		27,200	4.12	%		2,344,094		44,202	3.75	%
Investment securities - taxable		1,952,961		21,289	1.45	%		1,303,455		21,249	2.17	%		2,347,813		18,683	1.59	%		1,874,582		13,517	1.44	%
Investment securities - non-taxable ⁽²⁾		114,965		2,951	3.42	%		111,158		2,837	3.40	%		107,508		1,862	3.46	%		115,734		1,986	3.43	%
Federal funds sold and securities purchased under agreements to resell		514		—	—	%		454		1	0.18	%		141,111		485	0.69	%		399		—	0.07	%
Interest-bearing deposits in other financial institutions		1,626,918		1,515	0.12	%		1,066,096		1,642	0.21	%		2,698,431		6,412	0.48	%		1,452,810		727	0.10	%
Other		36,825		358	1.30	%		45,065		293	0.87	%		36,812		22	0.12	%		36,861		229	1.24	%
Interest-earning assets, gross ⁽²⁾		13,081,042		335,886	3.43	%		11,556,816		335,884	3.84	%		13,882,496		207,780	3.02	%		12,996,426		228,167	3.50	%
Allowance for credit losses		(135,979)						(110,729)						(91,481)						(146,455)
Interest-earning assets, net		12,945,063						11,446,087						13,791,015						12,849,971
Noninterest-earning assets		975,701						987,269						912,748						982,294
Total assets	$	13,920,764					$	12,433,356					$	14,703,763					$	13,832,265

Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,523,106	$	24,738	0.44	%	$	7,237,043	$	48,624	0.90	%	$	7,854,733	$	12,275	0.32	%	$	7,550,463	$	17,595	0.47	%
Notes payable and other borrowings		139,698		1,191	1.14	%		221,177		2,249	1.34	%		238,956		1,773	1.50	%		139,598		800	1.15	%
Total interest-bearing liabilities		7,662,804		25,929	0.45	%		7,458,220		50,873	0.91	%		8,093,689		14,048	0.35	%		7,690,061		18,395	0.48	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		4,411,823						3,252,584						4,826,177						4,302,949
Other liabilities		160,643						122,908						127,952						163,294
Total liabilities		12,235,270						10,833,712						13,047,818						12,156,304
Stockholders’ equity		1,685,494						1,599,644						1,655,945						1,675,961
Total liabilities and stockholders’ equity	$	13,920,764					$	12,433,356					$	14,703,763					$	13,832,265

Net interest income ⁽²⁾			$	309,957					$	285,011					$	193,732					$	209,772
Net interest spread ⁽²⁾					2.98	%					2.93	%					2.67	%					3.02	%
Net interest margin ⁽²⁾					3.17	%					3.29	%					2.81	%					3.25	%

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(1)	Average balance includes non-accrual loans.

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(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on the applicable corporate federal income tax rates of 21% for all the periods presented. The adjustment to interest income was $0.2 million and $0.2 million for ~~both~~ the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$0.6~~$0.4 million and ~~$0.6~~$0.4 million for ~~both~~ the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

The banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduce our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, the banking segment’s interest-earning assets include warehouse lines of credit extended to other subsidiaries, which are eliminated from the consolidated financial statements. The banking segment’s net interest margin for the three and nine months ended September 30, 2021 and 2020 were negatively impacted by certain actions taken by management during 2020 to strengthen the Bank’s available liquidity position. Such actions, including increasing overall cash balances by raising brokered money market and brokered time deposits, were taken out of an abundance of caution in light of the extreme volatility and disruptions in the capital and credit markets beginning in March 2020 resulting from the COVID-19 crisis and its negative impact on the economy.

The following table summarizes the changes in the banking segment’s net interest income for the periods indicated below, including the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items (in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021 vs. 2020						2021 vs. 2020						2022 vs. 2021						2022 vs. 2021
	Change Due To ⁽¹⁾						Change Due To ⁽¹⁾						Change Due To ⁽¹⁾						Change Due To ⁽¹⁾
	Volume		Yield/Rate		Change		Volume		Yield/Rate		Change		Volume		Yield/Rate		Change		Volume		Yield/Rate		Change
Interest income
Loans held for investment, gross(2)	$	(4,221)	$	830	$	(3,391)	$	(862)	$	(8,359)	$	(9,221)	$	1,652	$	(5,334)	$	(3,682)	$	1,335	$	(15,725)	$	(14,390)
Subsidiary warehouse lines of credit(3)		(700)		(38)		(738)		9,689		(557)		9,132		(9,834)		2,025		(7,809)		(19,026)		2,024		(17,002)
Investment securities - taxable		3,291		(2,689)		602		10,542		(10,502)		40		1,447		1,150		2,597		3,384		1,782		5,166
Investment securities - non-taxable ⁽²⁾⁽⁴⁾		12		(6)		6		97		17		114		(88)		16		(72)		(140)		16		(124)
Federal funds sold and securities purchased under agreements to resell		—		—		—		—		(1)		(1)		41		270		311		51		434		485
Interest-bearing deposits in other financial institutions		103		289		392		881		(1,008)		(127)		210		4,368		4,578		624		5,061		5,685
Other		—		88		88		(54)		119		65		—		(56)		(56)		—		(207)		(207)
Total interest income ⁽²⁾⁽⁴⁾		(1,515)		(1,526)		(3,041)		20,293		(20,291)		2		(6,572)		2,439		(4,133)		(13,772)		(6,615)		(20,387)

Interest expense
Deposits	$	(715)	$	(5,864)	$	(6,579)	$	1,926	$	(25,812)	$	(23,886)	$	26	$	(754)	$	(728)	$	709	$	(6,029)	$	(5,320)
Notes payable and other borrowings		(68)		34		(34)		(817)		(241)		(1,058)		479		333		812		569		404		973
Total interest expense		(783)		(5,830)		(6,613)		1,109		(26,053)		(24,944)		505		(421)		84		1,278		(5,625)		(4,347)

Net interest income ⁽²⁾⁽⁴⁾	$	(732)	$	4,304	$	3,572	$	19,184	$	5,762	$	24,946	$	(7,077)	$	2,860	$	(4,217)	$	(15,050)	$	(990)	$	(16,040)

(1)	Changes attributable to both volume and yield/rate are included in yield/rate column.

(2)

Changes in the yields earned on loans held for investment, gross included declines during the three and six months ended June 30, 2022, compared to the same periods in 2021, of $4.1 million and $10.0 million, respectively, in PPP loan-related fee income and $3.0 million and $5.4 million, respectively, in accretion of discount on loans. Accretion of discount on loans is expected to decrease in future periods as loans acquired in the Bank Transactions are repaid, refinanced or renewed.

(3)	Subsidiary warehouse lines of credit extended to PrimeLending are eliminated from the consolidated financial statements.

(4)	Annualized taxable equivalent.

~~Changes in~~With regard to the ~~yields earned on interest-earning assets decreased taxable~~ net interest income, ~~during~~ the ~~three and nine months ended September 30, 2021, compared to~~banking segment maintains an asset sensitive rate risk position, meaning the ~~same periods in 2020, primarily as a result~~amount of lower reinvestment yields on the securities portfolio, and during the nine months ended September 30, 2021, a reduction in yields on loans held for investment. In addition, PPP loan-related fee income increased by $3.4 million and $15.5 million and accretion of discount on loans decreased by $0.1 million and increased $0.6 million, respectively. Accretion of discount on loans is expected to decrease in future periods as loans acquired in the Bank Transactions are repaid, refinanced or renewed. Changes in the volume ofits interest-earning assets ~~during~~maturing or repricing within a given period exceeds the three and nine months ended September 30, 2021, compared to the same periods in 2020, were primarily due to the changes in loans held for investment, mortgage warehouse lending and investment securities portfolio balances. Changes in rates paid onamount of its interest-bearing liabilities ~~increased taxable equivalent~~also maturing or repricing within that time period. During a period of rising interest rates, being asset sensitive tends to result in an increase in net interest ~~income during the three and nine months ended September 30, 2021, compared with the same periods in 2020, due to decreases in market interest rates.~~ income.

Our portfolio includes loans that periodically reprice or mature prior to the end of an amortized term. ~~Some~~The extent and timing of ~~our variable-rate loans remain at applicable rate floors, which may delay and/or limit changes in net interest income during a period of changing rates. If interest rates were to fall further,~~

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~~the~~this impact on ~~our net~~ interest income ~~for certain variable-rate loans would be limited by these rate floors. In addition, declining interest rates may reduce our cost of funds on deposits. The extent of this impact~~ will ultimately be driven by the timing, magnitude and frequency of interest rate and yield curve movements, as well as changes in market conditions and timing of management strategies. At June 30, 2022, approximately $1 billion of our floating rate loans held for investment remained at or below their applicable rate floor, exclusive of our mortgage warehouse lending program, of which approximately half are not scheduled to reprice for more than one year. If interest rates ~~were to~~ rise further, yields on the portion of our loan portfolio that remain at applicable rate floors would rise more slowly than increases in market interest rates, unless such loans are refinanced or repaid. Competition for loan growth could also continue to put pressure on new loan origination rates. If interest rates were to fall, the impact on our interest income for certain variable-rate loans would be limited by these rate floors.

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Additionally, within our banking segment, the composition of the deposit base and ultimate cost of funds on deposits and net interest income are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. Deposit products and pricing structures relative to the market are regularly evaluated to maintain competitiveness over time. Consistent with our loan portfolio, rising interest rates may increase our cost of funds on deposit, and therefore, negatively impact net interest income.

To help mitigate net interest income spread compression between our assets and liabilities as the Federal Reserve increases interest rates, management continues to execute certain derivative trades, as either cash flow hedges or fair value hedges, that benefit the banking segment as interest rates rise. Any changes in interest rates across the term structure will continue to impact net interest income and net interest margin. The impact of rate movements will change with the shape of the yield curve, including any changes in steepness or flatness and inversions at any points on the yield curve.

In response to the COVID-19 pandemic, the Bank implemented several actions to better support our impacted banking clients. Such programs include loan modifications such as principal and/or interest payment deferrals, participation in the PPP as an SBA preferred lender and personal banking assistance including waived fees, increased daily spending limits and suspension of residential foreclosure activities. The adverse economic conditions caused by the COVID-19 pandemic negatively impacted the banking segment’s business and results of operations, including significantly reduced demand for loan products and services from customers, recognition of credit losses and increases in allowance for credit losses. In the event future operating performance is below our projections, there are negative changes to the projected provision for credit losses on loans, or long-term loan and deposit growth rates or discount rates increase, the estimated fair value of the banking reporting unit may decline below carrying value, and we may be required to record a goodwill impairment charge. Additionally, with respect to its core deposit intangible assets, in the event that the deposit retention levels and derived cost savings from available core deposits at the Bank relative to an alternative cost of funds falls to a level that cannot support the remaining carrying value, we may be required to record an impairment charge. We will continue to monitor developments regarding the COVID-19 pandemic and measures implemented in response to the pandemic, market capitalization, overall economic conditions, effectiveness of vaccinations, the emergence of new variants, government stimulus, payment deferral programs and any other triggering events or circumstances that may indicate an impairment of goodwill or core deposit intangible assets in the future. See further ~~detail~~discussion in the “Recent Developments” section above.

The banking segment retained approximately ~~$227.7~~$104.3 million and ~~$12.8~~$181.1 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$567.5~~$213.0 million and ~~$155.3~~$339.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, in mortgage loans originated by the mortgage origination segment. These loans are purchased by the banking segment at par. For origination services provided, the banking segment reimburses the mortgage origination segment for direct origination costs associated with these mortgage loans, in addition to payment of a correspondent fee. The correspondent fees are eliminated in consolidation. In March 2020, the Bank made a decision to sell the previously purchased mortgage loans to the mortgage origination segment, instead of holding them for investment. In October 2020, the Bank resumed purchasing and retaining mortgage loans originated by the mortgage origination segment. We expect loans originated by the mortgage origination segment on behalf of and retained by the banking segment to increase based on approved authority for up to 5% of the mortgage origination segment’s total origination volume during 2021. The determination of mortgage loan retention levels by the banking segment will be impacted by, among other things, an ongoing review of the prevailing mortgage rates, balance sheet positioning at Hilltop and the banking segment’s outlook for commercial loan growth.

The banking segment’s provision for (reversal of) credit losses has been subject to significant year-over-year and quarterly changes primarily attributable to the effects of changes in the ~~deteriorating~~ economic outlook, ~~associated with the impact of the market disruption caused by the COVID-19 pandemic beginning in March 2020, and then the reduction in reserves associated with improvements in~~ macroeconomic forecast ~~assumptions.~~assumptions and resulting impact on reserves. Specifically, during the three and six months ended June 30, 2022, the banking segment’s increases in the allowance reflected a deteriorating U.S. economic outlook since the prior quarter, partially offset by decreases in specific reserves and positive risk rating grade migration. The net impact to the allowance of changes associated with collectively evaluated loans during the three and six months ended June 30, 2022 included a provision for credit losses of $6.6 million and $6.4 million, respectively, while individually evaluated loans included a reversal of credit losses of $1.6 million and $1.5 million, respectively. The changes in the allowance for credit losses during the three and six months ended ~~September~~June 30, 2020 included a net reversal of credit losses on individually evaluated loans of $1.2 million, while the provision for credit losses on expected losses of collectively evaluated loans accounted for $0.6 million of the total provision primarily due to the identified changes in the Bank’s loan portfolio composition and credit quality being offset by improvements in macroeconomic factor assumptions and qualitative factors from the prior quarter. The change in the allowance during the three months ended September 30, 2020 was2022 were also impacted by net charge-offs of ~~$0.6 million. During the nine months ended September 30, 2020, the significant build in the allowance included provision for credit losses on individually evaluated loans~~$1.2 million and $1.5 million, respectively. The banking segment’s reversals of $22.6 million, while the provision for credit losses on expected losses of collectively evaluated loans accounted for $77.2 million of the total provision primarily due to the increase in the expected lifetime credit losses under CECL attributable to the deteriorating economic outlook associated with the impact of the market disruption caused by the COVID-19 pandemic. The changes in provision for credit losses during the ~~noted periods were also attributable to other factors including, but not limited to, loan growth, loan mix~~three and ~~changes in risk rating grades. The change in the allowance during the nine~~six months ended ~~September 30, 2020 was also impacted by net charge-offs of $18.5 million, primarily associated with loans specifically reserved for during the first quarter of 2020.~~

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~~During the three and nine months ended September~~June 30, 2021 ~~the banking segment had net reversals~~ of ~~credit losses on expected losses of collectively evaluated loans of $11.0~~$27.7 million and ~~$45.2~~$34.2 million, respectively, were primarily due to improvements in ~~both~~the macroeconomic forecast assumptions and ~~credit quality metrics on COVID-19 impacted~~positive risk rating grade migration, including a high concentration of credits within the restaurant and commercial real estate industry ~~sector exposures.~~sectors. The net impact to the allowance of changes associated with individually evaluated loans during the three ~~and nine~~ months ended ~~September~~June 30, 2021 was a reversal of credit losses of $1.1 million, while the six months ended June 30, 2021 included a provision of credit losses of $0.3 million. The changes in the allowance for credit losses during the three and six months ended June 30, 2021 were also impacted by net charge-offs of ~~$5.2~~$0.5 million and ~~$5.5~~net recoveries of $0.1 million, respectively. The changes in the allowance for credit losses during the noted periods also reflected other factors including, but not limited to, loan growth, loan mix and changes in ~~loan balances~~risk grades and qualitative factors from the prior quarter. ~~The changes in the allowance during both the three and nine months ended September 30, 2021 were also impacted by net recoveries of $0.1 million.~~ Refer to the discussion in the “Financial Condition – Allowance for Credit Losses on Loans” section that follows for more details regarding the significant assumptions and estimates involved in estimating credit losses.

The banking segment’s noninterest income increased during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the same periods in ~~2020,~~2021, primarily due to increased ~~other real estate owned (“OREO”)~~wealth management fee income as well as service charges on depositor accounts.

The banking segment’s noninterest expense ~~decreased~~increased during the ~~three and nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the same ~~periods~~period in ~~2020,~~2021, primarily due to ~~decreases in the reserve for unfunded commitments attributable to year-over-year improvements in loan expected loss rates as well as reductions in legal expenses, partially offset by~~ increases in ~~FDIC assessment~~expenses associated with employees’ compensation and ~~OREO expenses.~~benefits and professional fees.

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Broker-Dealer Segment

The following table provides additional details regarding our broker-dealer segment operating results (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance		Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2021		2020		2021 vs 2020		2021		2020		2021 vs 2020		2022		2021		2022 vs 2021		2022		2021		2022 vs 2021
Net interest income:
Wealth management:
Securities lending	$	2,066	$	1,976	$	90	$	8,793	$	6,113	$	2,680	$	1,986	$	3,241	$	(1,255)	$	3,331	$	6,727	$	(3,396)
Clearing services		1,922		1,150		772		5,155		5,720		(565)		1,989		1,784		205		4,110		3,233		877
Structured finance ⁽⁵⁾		469		448		21		1,342		5,021		(3,679)
Structured finance														1,640		477		1,163		3,451		873		2,578
Fixed income services		5,354		3,223		2,131		13,667		8,906		4,761		5,500		4,185		1,315		10,613		8,313		2,300
Other ⁽⁵⁾		616		1,371		(755)		2,666		5,245		(2,579)
Other														1,463		995		468		2,591		2,050		541
Total net interest income		10,427		8,168		2,259		31,623		31,005		618		12,578		10,682		1,896		24,096		21,196		2,900
Noninterest income:
Securities commissions and fees by business line ⁽¹⁾:
Fixed income services		9,807		10,961		(1,154)		38,720		36,734		1,986		7,476		15,239		(7,763)		18,674		28,913		(10,239)
Wealth management:
Retail ⁽⁵⁾		18,954		16,003		2,951		55,743		52,401		3,342		19,011		18,035		976		37,623		36,789		834
Clearing services		5,215		6,478		(1,263)		17,037		23,443		(6,406)		6,362		5,580		782		11,482		11,822		(340)
Structured finance ⁽⁵⁾		1,206		335		871		1,877		1,499		378
Other ⁽⁵⁾		964		1,578		(614)		2,851		3,632		(781)
Structured finance														2,640		337		2,303		4,585		671		3,914
Other														1,009		843		166		1,959		1,887		72
		36,146		35,355		791		116,228		117,709		(1,481)		36,498		40,034		(3,536)		74,323		80,082		(5,759)
Investment and securities advisory fees and commissions by business line:
Public finance services ⁽⁵⁾		37,087		25,577		11,510		77,737		63,138		14,599		21,554		23,187		(1,633)		40,150		40,650		(500)
Fixed income services ⁽⁵⁾		3,234		3,919		(685)		5,350		5,327		23
Fixed income services														1,553		212		1,341		3,378		2,116		1,262
Wealth management:
Retail		8,299		6,193		2,106		23,330		17,237		6,093		8,141		7,781		360		16,480		15,031		1,449
Clearing services		472		431		41		1,480		1,140		340		462		563		(101)		948		1,008		(60)
Structured finance ⁽⁵⁾		429		652		(223)		1,431		2,061		(630)
Structured finance														201		446		(245)		566		1,002		(436)
Other		125		94		31		281		263		18		91		79		12		185		156		29
		49,646		36,866		12,780		109,609		89,166		20,443		32,002		32,268		(266)		61,707		59,963		1,744
Other:
Structured finance		33,337		59,669		(26,332)		68,136		112,117		(43,981)		15,757		10,248		5,509		16,391		34,799		(18,408)
Fixed income services		(3,015)		8,404		(11,419)		1,931		30,586		(28,655)		4,340		(1,089)		5,429		(2,618)		4,946		(7,564)
Other		29		728		(699)		2,325		614		1,711		(946)		2,002		(2,948)		(1,462)		2,296		(3,758)
		30,351		68,801		(38,450)		72,392		143,317		(70,925)		19,151		11,161		7,990		12,311		42,041		(29,730)
Total noninterest income		116,143		141,022		(24,879)		298,229		350,192		(51,963)		87,651		83,463		4,188		148,341		182,086		(33,745)
Net revenue ⁽²⁾		126,570		149,190		(22,620)		329,852		381,197		(51,345)		100,229		94,145		6,084		172,437		203,282		(30,845)
Noninterest expense:
Variable compensation ⁽³⁾		53,505		60,774		(7,269)		125,325		145,169		(19,844)		37,471		34,409		3,062		64,096		71,820		(7,724)
Non-variable compensation and benefits ⁽⁵⁾		28,924		27,438		1,486		85,550		79,606		5,944		27,023		27,880		(857)		56,223		56,626		(403)
Segment operating costs ⁽⁵⁾⁽⁴⁾		26,720		25,579		1,141		77,033		75,066		1,967		26,634		25,000		1,634		51,621		50,313		1,308
Total noninterest expense		109,149		113,791		(4,642)		287,908		299,841		(11,933)		91,128		87,289		3,839		171,940		178,759		(6,819)

Income before income taxes	$	17,421	$	35,399	$	(17,978)	$	41,944	$	81,356	$	(39,412)	$	9,101	$	6,856	$	2,245	$	497	$	24,523	$	(24,026)

(1)

Securities commissions and fees includes income of $1.7 million and ~~$2.9~~$1.7 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$5.2~~$2.4 million and ~~$10.9~~$3.5 million during ~~nine~~the six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, that is eliminated in consolidation.

(2)

Net revenue is defined as the sum of total net interest income and total noninterest income. We consider net revenue to be a key performance measure in the evaluation of the broker-dealer segment’s financial position and operating performance as we believe it is the primary revenue performance measure used by investors and analysts. Net revenue provides for some level of comparability of trends across the financial services industry as it reflects both noninterest income, including investment and securities advisory fees and commissions, as well as net interest income. Internally, we assess the broker-dealer segment’s performance on a revenue basis for comparability with our banking segment.

(3)	Variable compensation represents performance-based commissions and incentives.

(4)	Segment operating costs include provision for credit losses associated with the broker-dealer segment within other noninterest expenses.

~~(5)~~

~~Noted balances during all prior periods include certain reclassifications to conform to current period presentation.~~

~~During~~The changes in net revenue and income before income taxes between the ~~third~~noted periods were primarily related to the combined impacts of the rising interest rate environment and market turbulence, which impacted period-over-period customer demand and volumes within our various business lines. Specifically, during the second quarter of ~~2021,~~2022, the broker-dealer segment’s structured finance ~~and fixed income~~ business ~~lines both~~line experienced ~~a decline~~an increase in net ~~revenues. Structured finance net~~ revenues ~~declined~~ compared to the ~~third~~second quarter of ~~2020 due to~~2021 despite lower production volumes and ~~less favorable market conditions. Fixed income services~~continued rate volatility. Though not to the levels of 2020, the business line has noted an improvement in the environment resulting in a net ~~revenues decreased, compared with the same period in 2020, primarily due to a decrease~~increase of ~~$11.4~~$5.5 million in ~~net gains from trading activities.~~other noninterest income. The ~~increase~~decrease in net revenues in the broker-dealer segment’s public finance business line was due to the unfavorable issuance trends both nationally and in Texas in the second quarter of 2022 compared to the second quarter of 2021. Net revenues in the broker-dealer segment’s fixed income services and wealth management business lines ~~partially offset these declines. The improvement in the public finance net revenue can primarily be attributed to improved underwriting revenues. Wealth management business line’s net revenues~~ were ~~higher in the three months ended September 30, 2021,~~relatively flat when compared to the ~~same period in 2020, from improved production and advisory fee income and higher interest income as a result~~second quarter of ~~increased margin balances and correspondent receivables, despite lower money market and FDIC sweep revenues due to the low interest rate environment.~~2021.

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The ~~decreases~~changes in the broker-dealer segment’s income before income taxes during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared with the same periods in ~~2020,~~2021, were primarily as a result of the following:

●

decreases in the broker-dealer segment’s structured finance business line’s net revenues for the six months ended June 30, 2022 as a result of lower volumes and ~~a less robust~~ market ~~environment~~turbulence in the first quarter of 2022, resulting in

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decreases in the business line’s other noninterest ~~income~~income. As noted above, the structured finance business line’s net revenues increased for the three months ended June 30, 2022. Specifically, for the six months ended June 30, 2022, the decreases were due to lower mortgage originations, with mortgage loan lock volumes totaling $1.8 billion during the six months ended June 30, 2022, a 52% decline compared towith the same ~~periods~~period in ~~2020.~~2021. Additionally, the structured finance business line, particularly in the three months ended March 31, 2022, saw weaker demand from the buyside for call-protected collateral given the expectation that interest rates would continue to rise. The environment improved modestly in the second quarter of 2022 despite a 62% decline in the mortgage loan lock volumes.

●

decreases in the broker-dealer segment’s fixed income services net revenues for the six months ended June 30, 2022 primarily resulted from declines ~~in noninterest income compared to the same periods in 2020. For the three and nine months ended September 30, 2021, the broker-dealer segment experienced net revenue declines in~~within each trading division as a result of ~~less robust~~lower customer demand and a less favorable trading environment. ~~Additionally,~~Specifically, in the first quarter of 2022, all product areas experienced declines in customer demand and volumes as compared to the same period in 2021 given higher inflation and the expectation of higher interest rates. However, results for the ~~nine month comparable period, the decline also included a $1.6 million decrease in net revenues due~~second quarter of 2022 were relatively similar to the ~~wind-down of the equity capital market division.~~same period in 2021.

●

~~decreases~~decrease in compensation expense for the six months ended June 30, 2022, of which ~~$7.3~~$7.7 million ~~and $19.8 million, respectively,~~ was primarily due to the ~~decrease~~decreases in variable compensation associated with revenue declines in our structured finance and fixed income services business lines. Compensation expense for the three months ended June 30, 2022 increased $2.2 million compared to the same period of 2021. This increase was primarily comprised of an increase of $3.1 million in variable compensation associated with the increases in revenues within our structured finance business line, partially offset by a decline in non-variable compensation.

The broker-dealer segment is subject to interest rate risk as a consequence of maintaining inventory positions, trading in interest rate sensitive financial instruments and maintaining a matched stock loan book. Changes in interest rates are likely to have a meaningful impact on our overall financial performance. Our broker-dealer segment has historically earned a significant portion of its revenues from advisory fees upon the successful completion of client transactions, which could be adversely impacted by interest rate volatility. Rapid or significant changes in interest rates could adversely affect the broker-dealer segment’s bond trading, sales, underwriting activities and other interest spread-sensitive activities described below. The broker-dealer segment also receives administrative fees for providing money market and FDIC investment alternatives to clients, which tend to be sensitive to short term interest rates. In addition, the profitability of the broker-dealer segment depends, to an extent, on the spread between revenues earned on customer loans and excess customer cash balances, and the interest expense paid on customer cash balances, as well as the interest revenue earned on trading securities, net of financing costs. The broker-dealer segment is also exposed to interest rate risk through its structured finance business line, which is dependent on mortgage loan production that tends to be adversely impacted by increasing interest rates and may result in valuation-related adjustments.

In the broker-dealer segment, interest is earned from securities lending activities, interest charged on customer margin loan balances and interest earned on investment securities used to support sales, underwriting and other customer activities. The ~~increase~~increases in net interest income during the three and six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same ~~period~~periods in ~~2020, was~~2021, were primarily due to the increase in net interest income from our fixed income services business line and the net interest earned on customer margin loans. The slight increase in net interest income during the nine months ended September 30, 2021, compared with the same period in 2020, was primarily due to increases in net interest income from our structured finance and fixed income services ~~and~~business lines, partially offset by a decrease in net interest income from the securities lending division of our wealth management business ~~line partially offset by a reduction in net interest income from securitities owned and customer margin loans.~~line. With the ~~39 basis~~45-basis point decrease in the ~~nine-month~~ weighted average ~~Federal Funds~~ interest rate ~~from September 30, 2020 to September 30, 2021, the amount of interest earned on customer investment activities decreased as well.~~

Noninterest income decreased during the three and nine months ended September 30, 2021, compared to the same periods in 2020, primarily due to decreases in other noninterest income, partially offset by the increases in securities commissions and fees and investment banking and advisory fees and commissionsspread for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~partially offset by~~36-basis point decrease in the ~~increase in investment and securities advisory fees and commissions~~weighted average interest rate spread for the ~~nine~~six months ended ~~September~~June 30, 2022, net interest earned within the broker-dealer segment’s stock lending business decreased $1.3 million and $3.4 million for the three and six months ended June 30, 2022, respectively, when compared with the same periods in 2021.

~~Securities commissions and fees~~Noninterest income increased during the three months ended ~~September~~June 30, ~~2021,~~2022 and decreased during the six months ended June 30, 2022, compared with the same ~~period~~periods in ~~2020,~~2021, primarily due to ~~increases~~changes in securities commissions ~~earned in mutual fund, insurance product~~ and ~~commodities contract sales transactions. These increases were partially offset by a $1.6 million decline in our money market and FDIC sweep revenues.~~ fees as well as other noninterest income.

Securities commissions and fees decreased during the ~~nine~~three and six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same ~~period~~periods in ~~2020,~~2021, primarily due to athe decrease in customer demand for fixed income services as previously discussed. In addition, securities commissions and fees during the three and six months ended June 30, 2022, compared with the same periods in 2021, were impacted by decreases of $0.9 million and $1.6 million, respectively, in commissions earned in ~~our wealth management line~~insurance product sales transactions, decreases of ~~business given a $9.5~~$0.4 million ~~decline~~and $0.9 million, respectively, in ~~our money market~~net clearing revenues due to the decrease in clearing fees, and ~~FDIC sweep revenues given the lower interest rate environment,~~ decreases in commissions earned ~~from~~on sales ~~of OTC securities~~transactions, in particular corporate bonds for both the three and ~~our wind-down of the equity capital markets division.~~six months ended June 30, 2022. These decreases were ~~partially~~ offset by ~~increases in commissions earned on mutual fund, insurance product and commodities contract sales transactions.~~

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increases of $3.1 million and $2.0 million, respectively, in our money market and FDIC sweep revenues. As money market and FDIC sweep revenues are closely correlated to short term interest rates, we expect that any additional increases in short term interest rates will cause these revenues to rise.

Investment and securities advisory fees and commissions increased during the ~~three and nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same ~~periods~~period in ~~2020,~~2021, primarily due to increases in fees earned from our ~~public finance fees received for municipal~~competitive underwriting transactions and from improved wealth management advisory services fees.

~~Other~~The increase in other noninterest income ~~decreased~~ during the three ~~and nine~~ months ended ~~September~~June 30, ~~2021,~~2022, compared with the same ~~periods~~period in ~~2020,~~2021, was primarily due to improved trading gains earned from our structured finance and fixed income business lines. The decrease in other noninterest income during the six months ended June 30, 2022, compared with the same period in 2021, was primarily due to decreases in trading gains earned from our structured finance business line’s derivative activities ~~due to~~given decreased volumes and interest rate ~~volatility.~~volatility as previously discussed. These year-over-year decreases in other noninterest income were heightened by decreases within our fixed income services business line within our taxable and municipal securities trading ~~portfolios.~~portfolios as previously discussed. With the expected rise in interest rates through the end of 2022, we anticipate continued volatility and generally lower levels of other noninterest income related to our structured finance and fixed income services business lines.

~~Noninterest~~The changes in noninterest expenses ~~decreased~~ during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared towith the same periods in ~~2020,~~2021, were primarily due to ~~decreases~~the impact of respective changes in variable compensation as previously ~~noted, and for the nine months ended, partially offset by increased expenses in 2021 associated with the deployment of the new back-office system.~~noted.

Selected information concerning the broker-dealer segment, including key performance indicators, follows (dollars in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021				2020		2021				2020		2022				2021		2022				2021
Total compensation as a % of net revenue ⁽¹⁾		65.1	%		59.1	%		63.9	%		59.0	%		64.3	%		66.2	%		69.8	%		63.2	%
Pre-tax margin ⁽²⁾		13.8	%		23.7	%		12.7	%		21.3	%		9.1	%		7.3	%		0.3	%		12.1	%
FDIC insured program balances at the Bank (end of period)							$	794,446		$	900,008								$	758,485		$	721,472
Other FDIC insured program balances (end of period)							$	1,594,069		$	1,683,981								$	1,447,421		$	1,627,673
Customer funds on deposit, including short credits (end of period)							$	506,582		$	419,078								$	413,229		$	454,165

Public finance services:
Number of issues		283			340			908			936			282			388			513			619
Aggregate amount of offerings	$	14,832,192		$	15,174,488		$	45,450,987		$	41,352,113		$	11,214,109		$	14,712,647		$	18,236,389		$	30,304,667

Structured finance:
Lock production/TBA volume	$	1,774,501		$	2,662,729		$	5,491,809		$	6,687,631		$	677,488		$	1,784,094		$	1,787,396		$	3,717,308

Fixed income services:
Total volumes	$	53,254,804		$	52,496,966		$	184,280,307		$	105,941,044		$	62,551,045		$	67,695,308		$	125,210,898		$	131,025,503
Net inventory (end of period)							$	496,615		$	610,641								$	457,205		$	549,385

Wealth management (Retail and Clearing services groups):
Retail employee representatives (end of period)								103			119									93			107
Independent registered representatives (end of period)								188			193									173			187
Correspondents (end of period)								122			130									112			124
Correspondent receivables (end of period)							$	271,664		$	243,480								$	145,262		$	295,908
Customer margin balances (end of period)							$	374,002		$	258,447								$	317,508		$	332,414

Wealth management (Securities lending group):
Interest-earning assets - stock borrowed (end of period)							$	1,377,261		$	1,285,509								$	1,013,025		$	1,336,847
Interest-bearing liabilities - stock loaned (end of period)							$	1,350,722		$	1,177,098								$	851,192		$	1,260,158

(1)	Total compensation includes the sum of non-variable compensation and benefits and variable compensation. We consider total compensation as a percentage of net revenue to be a key performance measure and indicator of segment profitability.

(2)	Pre-tax margin is defined as income before income taxes divided by net revenue. We consider pre-tax margin to be a key performance measure given its use as a profitability metric representing the percentage of net revenue earned that results in a profit.

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Mortgage Origination Segment

The following table presents certain information regarding the operating results of our mortgage origination segment (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance		Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2021		2020		2021 vs 2020		2021		2020		2021 vs 2020		2022		2021		2022 vs 2021		2022		2021		2022 vs 2021
Net interest income (expense)	$	(3,503)	$	(2,349)	$	(1,154)	$	(16,554)	$	(3,647)	$	(12,907)	$	(1,291)	$	(5,953)	$	4,662	$	(3,127)	$	(13,051)	$	9,924
Noninterest income		242,270		355,471		(113,201)		794,679		874,926		(80,247)		140,082		241,965		(101,883)		283,276		552,409		(269,133)
Noninterest expense		176,587		207,176		(30,589)		573,884		547,222		26,662		133,169		186,963		(53,794)		268,027		397,297		(129,270)
Income before income taxes	$	62,180	$	145,946	$	(83,766)	$	204,241	$	324,057	$	(119,816)	$	5,622	$	49,049	$	(43,427)	$	12,122	$	142,061	$	(129,939)

The mortgage lending business is subject to variables that can impact loan origination volume, including seasonal transaction volumes and interest rate fluctuations. Historically, the mortgage origination segment has experienced increased loan origination volume from purchases of homes during the spring and summer months, when more people tend to move and buy or sell homes. An increase in mortgage interest rates tends to result in decreased loan origination volume from refinancings, while a decrease in mortgage interest rates tends to result in increased loan origination volume from refinancings. Changes in mortgage interest rates have historically had a lesser impact on home purchases volume than on refinancing volume. See details regarding loan origination volume in the table below.

Recent trends, as well as typical historical patterns in loan origination volume from purchases of homes or from refinancings ~~as a result~~because of movements in mortgage interest rates, may not be indicative of future loan origination volumes. During 2022, certain events have adversely impacted origination volumes ~~given continued economic uncertainties stemming from~~because of their effect on the economy, including inflation and rising interest rates, the negative residual impact of the COVID-19 ~~pandemic. The mortgage origination segment’s business is dependent upon~~pandemic, the Federal Reserve’s recent actions and communications, and current geopolitical threats. These events have also adversely impacted the willingness and ability of ~~its employees and~~the mortgage origination segment’s customers to conduct mortgage transactions. ~~Current~~Specifically, current home inventory ~~levels,~~shortages and affordability challenges, ~~and~~in addition to supply chain problems, ~~related to new home construction have impacted~~are impacting customers’ abilities to purchase homes. ~~Home inventory shortages~~The increase in interest rates during the first six months of 2022, which has led to a sharp reduction in national refinancing volume and ~~affordability challenges present prior~~the reduction of willing and eligible home buyers, has resulted in competitive mortgage pricing pressure, leading to ~~2020 were amplified by~~a decline in average loans sales margin. We expect that these trends will persist during the ~~economic impact~~remainder of ~~COVID-19, while supply chain problems can be more directly tied~~2022 and will continue to ~~COVID-19. The continuing impact of the COVID-19 pandemic on customers could~~ have a ~~material adverse effect~~negative impact on ~~the operations of~~ the mortgage origination ~~segment.~~segment’s operating results. In addition, ~~a further increase in mortgage interest rates and/or continuing home inventory shortages and supply chain issues related to new home construction~~these trends could ~~adversely affect loan origination volume and/or~~also alter the percentage mix of refinancing and purchase volumes relative to total loan origination volume compared to ~~2020.~~

Since March 2020, economic uncertainties resulting from the spread of COVID-19 have had disruptive effects on the financial markets in which the mortgage origination segment operates as well as the global economy. In response to the COVID-19 pandemic, the U.S. 10 Year Treasury Rate declined significantly during the first quarter of 2020, which was followed by a steady decrease in mortgage interest rates during the remainder of 2020. Since December 2020, mortgage rates have increased, but remained lower on average during the nine months ended September 30, 2021, compared to the same period in 2020. As discussed in the “Recent Developments” section above, while the impact of the pandemic and the uncertainties have remained into 2021, significant progress associated with COVID-19 vaccination levels for U.S. residents has resulted in easing of restrictive measures in the United States. Further, the U.S. federal government has continued policies that have provided fiscal stimulus to the economy and relief to those affected by the pandemic.2021.

Income before income taxes decreased 88.5% and 91.5% during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same ~~period~~periods in ~~2020. These~~2021. The decreases during both periods were primarily the result of a ~~decreases~~decrease in interest rate lock commitments (“IRLCs”) related to a decrease in mortgage loan applications ~~in addition to decreases~~and a decrease in the average value of individual IRLCs. The impact of these trends was partially offset by a decrease in noninterest expense during both periods, and during the second quarter of 2022, also an increase in MSR net hedge gains and gains realized on fair value adjustments to the MSR asset.

~~The~~Since March 2020, the CARES Act has provided borrowers the ability to request forbearance of residential mortgage loan ~~payments, placing a significant strain on mortgage servicers as they may be required to fund missed or deferred payments related to loans in forbearance.~~payments. A significant increase in nationwide forbearance requests that began ~~in March 2020~~at that time resulted in the reduction of third-party mortgage servicers willing to purchase mortgage servicing rights. ~~As a result of~~Due to this market dynamic, beginning in the second quarter of 2020, we increased the amount of retained servicing on mortgage ~~loans sold, as discussed~~loan sales, resulting in ~~more detail below.~~the retention of almost 90% of servicing on mortgage loan sales during the second and third quarters of 2020. Beginning in the fourth quarter of 2020, ~~and continuing into the third quarter of 2021,~~ PrimeLending ~~has reduced~~began to reduce the amount of servicing it retained ~~servicing.~~as the willingness of third-party mortgage servicers to purchase mortgage servicing rights improved. However, amounts currently retained ~~during the third quarter of 2021 continued~~continue to exceed amounts retained prior to the second quarter of 2020. PrimeLending utilizes a third-party to manage its servicing ~~portfolio, and~~portfolio. Therefore, we ~~therefore~~ do not expect significant fluctuations in infrastructure costs to manage changes in PrimeLending’s servicing ~~portfolio.~~portfolio if we experience a significant increase in the amount of retained servicing. However, PrimeLending may be at risk of third-party servicers increasing their pricing to address increased regulatory requirements surrounding servicers. PrimeLending’s liquidity has not been, and we do not expect that it will be significantly impacted by forbearance requests resulting from the CARES Act. ~~GNMA,~~Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) may impose restrictions on loans the agencies will accept,

~~Table of Contents~~

including loans under a forbearance agreement, which could result in PrimeLending seeking non-agency investors or choosing to retain these loans.

~~As average~~During the three and six months ended June 30, 2022, and the six months ended June 30, 2021, mortgage interest rates increased, while during the ~~nine~~three months ended ~~September~~June 30, 2021, ~~compared to a decrease in~~mortgage interest rates remained relatively flat. Average

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interest rates during the three and six months ended June 30, 2022, exceeded average interest rates during the same ~~period~~periods in ~~2020,~~2021, and refinancing volume as a percentage of total origination volume decreased during ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, as compared to the same periods in ~~2020.~~2021. Refinancing volume as a percentage of total origination volume during the three months ended ~~September~~June 30, ~~2021,~~2022 decreased to ~~29.4%~~12.3% from ~~35.1%~~31.9% during the same period in ~~2020,~~2021, while refinancing volume during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, decreased ~~slightly~~ to ~~38.5%~~19.5% from ~~39.8%~~42.7% during the same period in ~~2020.~~2021. If current mortgage interest rates remain relatively unchanged ~~through December 31, 2021,~~during the remainder of 2022, we anticipate a lower percentage of refinancing volume relative to total loan origination volume during ~~the last quarter of 2021~~2022, as compared to ~~the last quarter of 2020.~~2021. However, a higher refinance percentage could be driven by a slowing of purchase volume due to the negative impact on new and existing home sales resulting from existing home inventory shortages, affordability challenges, and supply chain problems related to new home ~~construction.~~construction, and/or an increase in all-cash buyers.

The mortgage origination segment primarily originates its mortgage loans through a retail channel, with limited lending through its affiliated business arrangements (“ABAs”). For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, funded volume through ABAs was approximately 5%7% of the mortgage origination segment’s total loan volume. As of ~~September~~June 30, ~~2021,~~2022, PrimeLending owned a greater than 50% membership interest in ~~three~~five ABAs. We expect total production within the ABA channel to increase slightly to approximately 6%10% of loan volume of the mortgage origination segment during the remainder of ~~2021.~~2022.

The following table provides further details regarding our mortgage loan originations and sales for the periods indicated below (dollars in thousands).


	Three Months Ended September 30,											Nine Months Ended September 30,										Three Months Ended June 30,								Six Months Ended June 30,
	2021					2020						2021				2020						2022			2021					2022			2021
				% of				% of			Variance			% of				% of			Variance			% of			% of		Variance			% of			% of		Variance
	Amount			Total		Amount		Total			2021 vs 2020	Amount		Total		Amount		Total			2021 vs 2020	Amount		Total	Amount		Total		2022 vs 2021	Amount		Total	Amount		Total		2022 vs 2021
Mortgage Loan Originations - units		18,919					23,673				(4,754)		60,651				59,802				849		12,090			19,991			(7,901)		24,309			41,732			(17,423)

Mortgage Loan Originations - volume:
Conventional	$	3,871,765		69.20	%	$	4,844,635	75.11	%	$	(972,870)	$	12,410,492	70.20	%	$	11,426,726	70.66	%	$	983,766	$	2,523,426	66.25	$	4,055,964	68.75	$	(1,532,538)	$	5,036,525	66.50	$	8,538,727	70.66	$	(3,502,202)
Government		894,869		16.00	%		1,225,055	18.99	%		(330,186)		2,571,494	14.54	%		3,547,353	21.94	%		(975,859)		705,741	18.53		873,453	14.80		(167,712)		1,349,055	17.81		1,676,625	13.88		(327,570)
Jumbo		547,131		9.78	%		189,518	2.94	%		357,613		1,986,473	11.24	%		650,992	4.03	%		1,335,481		362,810	9.52		731,798	12.40		(368,988)		750,652	9.91		1,439,341	11.91		(688,689)
Other		280,863		5.02	%		191,145	2.96	%		89,718		710,318	4.02	%		546,929	3.37	%		163,389		217,243	5.70		238,828	4.05		(21,585)		437,471	5.78		429,456	3.55		8,015
	$	5,594,628		100.00	%	$	6,450,353	100.00	%	$	(855,725)	$	17,678,777	100.00	%	$	16,172,000	100.00	%	$	1,506,777	$	3,809,220	100.00	$	5,900,043	100.00	$	(2,090,823)	$	7,573,703	100.00	$	12,084,149	100.00	$	(4,510,446)

Home purchases	$	3,948,420		70.58	%	$	4,183,560	64.86	%	$	(235,140)	$	10,870,052	61.49	%	$	9,729,981	60.17	%	$	1,140,071	$	3,342,103	87.74	$	4,018,922	68.12	$	(676,819)	$	6,095,134	80.48	$	6,921,632	57.28	$	(826,498)
Refinancings		1,646,208		29.42	%		2,266,793	35.14	%		(620,585)		6,808,725	38.51	%		6,442,019	39.83	%		366,706		467,117	12.26		1,881,121	31.88		(1,414,004)		1,478,569	19.52		5,162,517	42.72		(3,683,948)
	$	5,594,628		100.00	%	$	6,450,353	100.00	%	$	(855,725)	$	17,678,777	100.00	%	$	16,172,000	100.00	%	$	1,506,777	$	3,809,220	100.00	$	5,900,043	100.00	$	(2,090,823)	$	7,573,703	100.00	$	12,084,149	100.00	$	(4,510,446)

Texas	$	1,066,264		19.06	%	$	1,223,544	18.97	%	$	(157,280)	$	3,237,241	18.31	%	$	3,078,700	19.04	%	$	158,541	$	805,767	21.15	$	1,094,085	18.54	$	(288,318)	$	1,594,803	21.06	$	2,170,977	17.97	$	(576,174)
California		625,715		11.18	%		640,081	9.92	%		(14,366)		2,151,196	12.17	%		1,656,438	10.24	%		494,758		320,923	8.42		730,421	12.38		(409,498)		724,692	9.57		1,525,481	12.62		(800,789)
Florida																							186,320	4.89		271,973	4.61		(85,653)		383,744	5.07		552,880	4.57		(169,136)
Arizona		249,471		4.46	%		278,065	4.31	%		(28,594)		806,722	4.56	%		729,920	4.51	%		76,802		167,930	4.41		266,816	4.52		(98,886)		357,335	4.72		557,251	4.61		(199,916)
Florida		240,413		4.30	%		419,537	6.50	%		(179,124)		793,293	4.49	%		1,123,061	6.94	%		(329,768)
South Carolina		219,394		3.92	%		257,531	3.99	%		(38,137)		744,834	4.21	%		654,840	4.05	%		89,994		179,894	4.72		264,222	4.48		(84,328)		342,816	4.52		525,440	4.35		(182,624)
Ohio		226,164		4.04	%		255,388	3.96	%		(29,224)		676,395	3.83	%		617,369	3.82	%		59,026		172,317	4.52		227,592	3.86		(55,275)		313,261	4.14		450,231	3.73		(136,970)
New York																							151,409	3.97		166,857	2.83		(15,448)		293,162	3.87		335,454	2.78		(42,292)
Missouri		205,897		3.68	%		232,253	3.60	%		(26,356)		574,878	3.25	%		557,772	3.45	%		17,106		121,100	3.18		179,969	3.05		(58,869)		241,260	3.18		368,981	3.05		(127,721)
North Carolina																							127,683	3.35		192,436	3.26		(64,753)		235,644	3.11		418,902	3.47		(183,258)
Washington		177,118		3.17	%		199,425	3.09	%		(22,307)		568,911	3.22	%		505,782	3.13	%		63,129		108,513	2.85		176,333	2.99		(67,820)		201,165	2.65		391,793	3.24		(190,628)
North Carolina		159,894		2.86	%		186,522	2.89	%		(26,628)		578,796	3.27	%		493,161	3.05	%		85,635
Georgia																							93,957	2.47		146,204	2.48		(52,247)		196,810	2.60		301,116	2.49		(104,306)
Maryland		134,655		2.41	%		229,705	3.56	%		(95,050)		524,645	2.97	%		580,487	3.59	%		(55,842)		98,902	2.60		194,877	3.30		(95,975)		195,235	2.58		389,990	3.23		(194,755)
All other states		2,289,643		40.92	%		2,528,302	39.21	%		(238,659)		7,021,866	39.72	%		6,174,470	38.18	%		847,396		1,274,505	33.47		1,988,258	33.70		(713,753)		2,493,776	32.93		4,095,653	33.89		(1,601,877)
	$	5,594,628	��	100.00	%	$	6,450,353	100.00	%	$	(855,725)	$	17,678,777	100.00	%	$	16,172,000	100.00	%	$	1,506,777	$	3,809,220	100.00	$	5,900,043	100.00	$	(2,090,823)	$	7,573,703	100.00	$	12,084,149	100.00	$	(4,510,446)
																																		.
Mortgage Loan Sales - volume:
Third parties	$	5,967,850		96.32	%	$	6,508,983	99.80	%	$	(541,133)	$	17,503,092	96.86	%	$	15,787,591	99.03	%	$	1,715,501	$	3,768,589	97.31	$	5,343,169	96.72	$	(1,574,580)	$	7,528,495	97.25	$	11,535,242	97.14	$	(4,006,747)
Banking segment		227,709		3.68	%		12,790	0.20	%		214,919		567,530	3.14	%		155,345	0.97	%		412,185		104,346	2.69		181,057	3.28		(76,711)		213,036	2.75		339,821	2.86		(126,785)
	$	6,195,559		100.00	%	$	6,521,773	100.00	%	$	(326,214)	$	18,070,622	100.00	%	$	15,942,936	100.00	%	$	2,127,686	$	3,872,935	100.00	$	5,524,226	100.00	$	(1,651,291)	$	7,741,531	100.00	$	11,875,063	100.00	$	(4,133,532)

We consider the mortgage origination segment’s total loan origination volume to be a key performance measure. Loan origination volume is central to the segment’s ability to generate income by originating and selling mortgage loans, resulting in net gains from the sale of loans, mortgage loan origination fees, and other mortgage production income. Total loan origination volume is a measure utilized by management, our investors, and analysts in assessing market share and growth of the mortgage origination segment.

The mortgage origination segment’s total loan origination volume decreased 35.4% and 37.3% during the three and six months ended June 30, 2022, compared to the same periods in 2021, respectively, while income before income taxes decreased 88.5% and 91.5%, respectively, during those same periods. The decreases in income before income taxes

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~~The mortgage origination segment’s total loan origination volume~~ during the three and ~~nine~~six months ended ~~September~~June 30, 2021, decreased 13.3% and increased 9.3% compared to the same periods in 2020, respectively, while income before income taxes decreased 57.4% and 37.0%, respectively, during the same periods in 2020. The decrease in income before income taxes during the three and nine months ended September 30, 2021, was2022, were primarily ~~the result of a decrease of IRLCs related~~due to a decrease in ~~mortgage loan applications, and~~net gains from sale of loans, partially offset by a decrease in ~~the average value of individual IRLCs. Also contributing to the decrease during the nine months ended September 30, 2021, was an increase in~~ variable compensation, ~~primarily driven by an increase~~and to a lesser extent, a decrease in ~~loan origination volume.~~non-variable compensation and benefits expense, segment operating costs, and net interest expense.

The information shown in the table below includes certain additional key performance indicators for the mortgage origination segment.


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
		2021		2020		2021				2020			2022		2021		2022			2021
Net gains from mortgage loan sales (basis points):
Loans sold to third parties		359		441			378			392			260		376			291			388
Impact of loans retained by banking segment		(13)		(1)			(12)			(4)			(7)		(12)			(8)			(11)
As reported		346		440			366			388			253		364			283			377
Variable compensation as a percentage of total compensation		65.4	%	71.9	%		67.4	%		68.2	%		56.4	%	66.8	%		55.6	%		68.2	%
Mortgage servicing rights asset ($000's) (end of period) ⁽¹⁾						$	110,931		$	127,712							$	121,688		$	124,497

(1)	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.

Net interest expense ~~during the three and nine months ended September 30, 2021 and 2020~~ was comprised of ~~interest income earned on loans held for sale offset by~~ interest incurred on warehouse lines of credit primarily held with the Bank, and related intercompany financing ~~costs.~~costs offset by interest income earned on loans held for sale. The ~~decrease~~year-over-year improvement in net interest expense ~~during~~between both the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020 included~~reflected the effects of ~~decreased~~increased net yields on mortgage loans held for sale and a decrease in the average warehouse line balance between each of the ~~two periods.~~periods compared.

Noninterest income was comprised of the items set forth in the table below (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance		Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2021		2020		2021 vs 2020		2021		2020		2021 vs 2020		2022		2021		2022 vs 2021		2022		2021		2022 vs 2021
Net gains from sale of loans	$	214,093	$	287,255	$	(73,162)	$	661,563	$	618,846	$	42,717	$	98,110	$	200,882	$	(102,772)	$	218,934	$	447,470	$	(228,536)
Mortgage loan origination fees and other related income		38,780		47,703		(8,923)		124,082		121,841		2,241		42,378		42,146		232		74,440		85,301		(10,861)
Other mortgage production income:
Change in net fair value and related derivative activity:
IRLCs and loans held for sale		(22,902)		22,466		(45,368)		(47,274)		136,409		(183,683)		(16,770)		(19,766)		2,996		(37,191)		(24,372)		(12,819)
Mortgage servicing rights asset		(3,306)		(12,301)		8,995		8,379		(23,511)		31,890		7,443		2,553		4,890		9,636		11,685		(2,049)
Servicing fees		15,605		10,348		5,257		47,929		21,341		26,588		8,921		16,150		(7,229)		17,457		32,325		(14,868)
Total noninterest income	$	242,270	$	355,471	$	(113,201)	$	794,679	$	874,926	$	(80,247)	$	140,082	$	241,965	$	(101,883)	$	283,276	$	552,409	$	(269,133)

The decrease in net gains from sale of loans during the three and six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same ~~period~~periods in ~~2020,~~2021, was primarily athe result of decreases of 29.9% and 34.8% in total loan sales volume during those periods, respectively, in addition to a decrease in average loan sales margin ~~and to a lesser extent a decrease in total loan sales volume. The increase in net gains from sale of loans~~ during the nine months ended September 30, 2021, compared with the same period in 2020, was primarily a result of an increase in total loan sales volume, partially offset by a decrease in average loan sales margin.both periods. Since PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market, the ~~increase~~decrease in loan sales volume during the ~~nine~~six months ended ~~September~~June 30, ~~2021, is~~2022, was consistent with the ~~increase~~decrease in loan origination volume during the period. The ~~decreases~~decrease in average loan sales margins during ~~both~~ the ~~three and nine~~six months ended ~~September~~June 30, ~~2021, were~~2022 was primarily attributable to competitive pricing pressure resulting from home inventory shortages and a reduction in national refinancing volume. While average loan sales margins increased between the second and fourth quarters of 2020, margins have steadily declined during the nine months ended September 30, 2021, approaching margins recognized at the beginning of the COVID-19 pandemic.

The decrease in mortgage loan origination fees during the ~~three~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with the same period in ~~2020,~~2021, was primarily the result of a decrease in loan origination volume, ~~in addition to a decrease~~partially offset by an increase in average mortgage loan origination fees. Fluctuations in mortgage loan origination fees are not always aligned with fluctuations in loan origination volume since customers may opt to pay PrimeLending discount fees on their mortgage loans in exchange for a lower interest rate.

We consider the mortgage origination segment’s net gains from sale of loans margin, in basis points, to be a key performance measure. Net gains from sale of loans margin is defined as net gains from sale of loans divided by loan sales volume. The net gains from sale of loans is central to the segment’s generation of income and may include loans sold to third parties and loans sold to and retained by the banking segment. For origination services provided, the mortgage origination segment was reimbursed direct origination costs associated with loans retained by the banking

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segment, in addition to payment of a correspondent fee. The reimbursed origination costs and correspondent fee are included in the mortgage origination segment operating results, and the correspondent fees are eliminated in consolidation. Loan volumes to be originated on behalf of and retained by the banking segment are evaluated each quarter. ~~While we anticipate an increase in loans~~Loans sold to and retained by the banking segment during the second quarter of 2022 were relatively flat when compared to the first quarter of 2022. We anticipate quarterly sales for the remainder of ~~2021 and then leveling off in~~ 2022 ~~we do not expect these sales~~will increase compared to ~~exceed 5%~~

Table of ~~total origination volume during this time.~~Contents

the first half of 2022 sales. Loan volumes to be originated on behalf of and retained by the banking segment are ~~evaluated each quarter,~~expected to be impacted by, among other things, an ongoing review of the prevailing mortgage rates, balance sheet positioning at Hilltop and recent trends may not be indicative of sales during 2022. In March 2020, the mortgage origination segment executed a letter of intent with the banking segment to purchase mortgage loans previously sold to and retained by the banking segment with an unpaid principal balance of approximately $210 million. Such original sales of approximately $121 million are reflected in the previous mortgage loan details table within the mortgage loan sales volume to the banking segment during the nine months ended September 30, 2020. The remaining $91 million of such original sales were sold to the banking segment during 2019. When these loans were sold at par by the mortgage origination segment, the banking segment’s ~~intent was to hold these loans~~outlook for investment. The mortgage origination segment completed the repurchase of these loans from the banking segment and in turn sold the loans to investors in the secondary market during the second quarter of 2020.commercial loan growth.

Noninterest income included changes in the net fair value of the mortgage origination segment’s IRLCs and loans held for sale and the related activity associated with forward commitments used by the mortgage origination segment to mitigate interest rate risk associated with its IRLCs and mortgage loans held for sale. The decrease in fair value of IRLCs and loans held for sale during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, was the result of ~~decreases~~a decrease in the ~~total volume~~average value of individual IRLCs and loans held for sale, and to a lesser extent a decrease in the ~~average value~~total volume of individual IRLCs and loans held for sale.

The mortgage origination segment sells substantially all mortgage loans it originates to various investors in the secondary market, historically with the majority servicing released. In addition, the mortgage origination segment originates loans on behalf of the Bank. The mortgage origination segment’s determination of whether to retain or release servicing on mortgage loans it sells is impacted by, among other things, changes in mortgage interest rates, and refinancing and market activity. During the three and six months ended ~~September~~June 30, ~~2021,~~2022, PrimeLending retained servicing on ~~24%~~approximately 20% and 16%, respectively, of loans ~~sold.~~ ~~Beginning in the second quarter~~sold, compared with approximately 25% and 39% of ~~2020, we increased the amount of retained servicing on mortgage loan sales. During both the second and third quarters of 2020, PrimeLending retained servicing on 89% of total mortgage loans sold.~~ The increase in rates of retained servicing during this time was due to the reduction in third-party servicing outlets during the second quarter of 2020 resulting from the impact of the CARES Act. The CARES Act permits borrowers of federally-backed mortgage loans to forbear payments, which could negatively impact servicers’ liquidity and their ability to purchase servicing. As forbearance requests leveled off during the latter part of 2020, the third-party market for mortgage servicing rights improved, increasing demand, which allowed PrimeLending to reduce retained servicing to 57% of total mortgage loans sold during the ~~fourth quarter of 2020, then to 34% of total~~same periods in 2021, respectively. A recent reduction in third-party mortgage ~~loans sold during the nine months ended September 30, 2021.~~ ~~If the~~ ~~third-party market for~~servicers purchasing mortgage servicing rights, ~~continue to improve after year-end,~~while modest, may result ~~we expect that~~in PrimeLending ~~will continue to reduce~~increasing the rate of retained servicing on mortgage loans sold during ~~2022.~~the remainder of 2022 to as much as 50%. The mortgage origination segment may, from time to time, manage its MSR asset through different strategies, including varying the percentage of mortgage loans sold servicing released and opportunistically selling MSR assets. The mortgage origination segment has also retained servicing on certain loans sold to and retained by the banking segment. Gains and losses associated with such sales to the banking segment and the related MSR asset are eliminated in consolidation. The mortgage origination segment uses derivative financial instruments, including U.S. Treasury bond futures and options, ~~as a means~~ to mitigate interest rate risk associated with its MSR asset. Changes in the net fair value of the MSR asset and the related derivatives associated with normal customer payments, changes in discount rates, prepayment speed assumptions and customer payoffs resulted in net gains (losses) as noted in the table above. ~~Included~~During the three and six months ended June 30, 2022, the operating results of the mortgage origination segment were positively impacted by the noted increases of $7.4 million and $9.6 million, respectively, in the net ~~gains and losses for the three and nine months ended September 30, 2021, are MSR asset~~ fair value ~~adjustment gains totaling $3.3 million and $22.2 million, respectively, which reflect~~of the ~~difference between~~MSR asset. These increases in the net fair value of the MSR asset ~~carrying values and~~during the ~~sale prices reflected~~respective periods were primarily driven by changes in the ~~letters~~prepayment and discount rates used as inputs to value the MSR asset to address the impact of ~~intent~~increased mortgage rates reducing consumer refinancing activity and recent market trends related to ~~sell the applicable~~ MSR ~~assets.~~sales. On March 31, 2021 and June 30, 2021, the mortgage origination segment sold MSR assets of $52.8 million, which represented $4.9 billion of its serviced loan volume at the time, and ~~$31.5~~$31.9 million, which represented $2.6 billion of its serviced loan volume at the time, respectively. ~~As of September~~There were no MSR assets sold during the six months ended June 30, ~~2021,~~2022. On July 20, 2022, the mortgage origination segment had executed a letter of intent for a pending sale of MSR assets with a serviced loan volume totaling $750 million. The sale of these MSR assets is expected to be completed during the fourth quarter of 2021, at a total price of approximately $9.6 million. On October 8, 2021, the mortgage origination segment executed a letter of intent for a pending sale of MSR assets with a serviced loan volume totaling $1.9$1.8 billion. The sale of these MSR assets is expected to be completed during the ~~fourth~~third quarter of ~~2021,~~2022 at a total price of approximately ~~$21.0~~$38 million. ~~The value assigned these MSR assets as of September 30, 2021, reflects the price included in this letter of intent.~~

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Noninterest expenses were comprised of the items set forth in the table below (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance		Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2021		2020		2021 vs 2020		2021		2020		2021 vs 2020		2022		2021		2022 vs 2021		2022		2021		2022 vs 2021
Variable compensation	$	88,153	$	116,275	$	(28,122)	$	300,720	$	288,380	$	12,340	$	56,525	$	97,081	$	(40,556)	$	112,767	$	212,567	$	(99,800)
Non-variable compensation and benefits		46,661		45,463		1,198		145,743		134,511		11,232		43,681		48,320		(4,639)		90,187		99,082		(8,895)
Segment operating costs		28,869		33,414		(4,545)		88,657		94,062		(5,405)		25,052		29,368		(4,316)		49,027		59,788		(10,761)
Lender paid closing costs		4,940		6,227		(1,287)		15,321		17,145		(1,824)		3,809		4,913		(1,104)		7,461		10,381		(2,920)
Servicing expense		7,964		5,797		2,167		23,443		13,124		10,319		4,102		7,281		(3,179)		8,585		15,479		(6,894)
Total noninterest expense	$	176,587	$	207,176	$	(30,589)	$	573,884	$	547,222	$	26,662	$	133,169	$	186,963	$	(53,794)	$	268,027	$	397,297	$	(129,270)

Total employees’ compensation and benefits accounted for the majority of noninterest expenses incurred during all periods presented. Specifically, ~~as previously noted,~~ variable compensation comprised ~~a significant portion~~the majority of total employees’ compensation and benefits expenses during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and 2020. The decreases in the percentage concentration of variable compensation and benefits between the three and nine months ended September 30, 2021 and 2020, were primarily due to decreases in the average incentive rate paid and the impact of incentive plans driven by non-mortgage production criteria.2021. Variable compensation, which is primarily driven by loan origination volume, tends to fluctuate to a greater degree than loan origination volume, because mortgage loan originator and fulfillment staff incentive compensation plans are structured to pay at increasing rates as higher monthly volume tiers are achieved. However, certain other incentive compensation plans driven by non-mortgage production criteria may alter this trend.

While total loan origination volume decreased ~~13.3%~~35.4% and ~~increased 9.3%~~37.3%, during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, compared to the same periods in ~~2020, respectively,~~2021, the aggregate non-variable compensation and benefits of the

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mortgage origination segment ~~increased 2.6%~~decreased by 9.6% and ~~8.4%,~~9.0% during the same periods, respectively. This decrease during the three and six months ended June 30, 2022, compared to the same periods in ~~2020, respectively. The increase during the nine months ended September 30,~~ 2021, was primarily due to ~~an increase~~a decrease in salaries ~~mainly resulting from increased~~associated with decreased underwriting and loan fulfillment and operations staff ~~to support~~given the ~~increase~~decrease in loan origination volume starting in the ~~second~~fourth quarter of ~~2020. These additional staff continued~~2021. PrimeLending is continuing to ~~be needed to support loan origination volumes during the remainder of 2020 and the first nine months of 2021.~~evaluate staffing levels. Segment operating costs decreased during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the same periods in ~~2020,~~2021, primarily due to ~~decreases~~a decrease in ~~software amortization expense~~business development, professional fees, occupancy and ~~software license and maintenance~~loan related costs.

In exchange for a higher interest rate, customers may opt to have PrimeLending pay certain costs associated with the origination of their mortgage loans (“lender paid closing costs”). Fluctuations in lender paid closing costs are not always aligned with fluctuations in loan origination volume. Other loan pricing conditions, including the mortgage loan interest rate, loan origination fees paid by the customer, and a customer’s willingness to pay closing costs, may influence fluctuations in lender paid closing costs.

Between January 1, ~~2012~~2013 and ~~September~~June 30, ~~2021,~~2022, the mortgage origination segment sold mortgage loans totaling ~~$146.9~~$146.6 billion. These loans were sold under sales contracts that generally include provisions that hold the mortgage origination segment responsible for errors or omissions relating to its representations and warranties that loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. In addition, the sales contracts typically require the refund of purchased servicing rights plus certain investor servicing costs if a loan experiences an early payment default. While the mortgage origination segment sold loans prior to ~~2012,~~2013, it does not anticipate experiencing significant losses in the future on loans originated prior to ~~2012~~2013 as a result of investor claims under these provisions of its sales contracts.

When a claim for indemnification of a loan sold is made by an agency, investor, or other party, the mortgage origination segment evaluates the claim and determines if the claim can be satisfied through additional documentation or other deliverables. If the claim is valid and cannot be satisfied in that manner, the mortgage origination segment negotiates with the claimant to reach a settlement of the claim. Settlements typically result in either the repurchase of a loan or reimbursement to the claimant for losses incurred on the loan.

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Following is a summary of the mortgage origination segment’s claims resolution activity relating to loans sold between January 1, ~~2012~~2013 and ~~September~~June 30, ~~2021~~2022 (dollars in thousands).


	Original Loan Balance				Loss Recognized				Original Loan Balance				Loss Recognized
			% of				% of				% of				% of
	Amount		Loans Sold		Amount		Loans Sold		Amount		Loans Sold		Amount		Loans Sold
Claims resolved with no payment	$	208,929	0.14	%	$	—	0.00	%	$	211,668	0.14	%	$	—	-	%
Claims resolved because of a loan repurchase or payment to an investor for losses incurred ⁽¹⁾		231,263	0.16	%		9,055	0.01	%		227,639	0.16	%		12,030	0.01	%
	$	440,192	0.30	%	$	9,055	0.01	%	$	439,307	0.30	%	$	12,030	0.01	%

(1)	Losses incurred include refunded purchased servicing rights.

For each loan the mortgage origination segment concludes its obligation to a claimant is both probable and reasonably estimable, the mortgage origination segment has established a specific claims indemnification liability reserve. An additional indemnification liability reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. In addition to other factors, the mortgage origination segment has considered that GNMA, ~~Federal National Mortgage Association~~FNMA and ~~Federal Home Loan Mortgage Corporation~~FHLMC have imposed certain restrictions on loans the agencies will accept under a forbearance agreement resulting from the COVID-19 pandemic, which could increase the magnitude of indemnification losses on these loans.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the mortgage origination segment’s total indemnification liability reserve totaled ~~$26.0~~$23.8 million and ~~$21.5~~$27.4 million, respectively. The related provision for indemnification losses was ~~$2.5~~$0.8 million and ~~$3.1~~$2.5 million during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$8.0~~$1.2 million and ~~$7.7~~$5.5 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

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Corporate

The following table presents certain financial information regarding the operating results of corporate (in thousands).


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,				Variance		Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
	2021		2020		2021 vs 2020		2021		2020		2021 vs 2020		2022		2021		2022 vs 2021		2022		2021		2022 vs 2021
Net interest income (expense)	$	(4,341)	$	(4,594)	$	253	$	(13,720)	$	(9,482)	$	(4,238)	$	(3,190)	$	(4,687)	$	1,497	$	(6,580)	$	(9,379)	$	2,799
Noninterest income		757		477		280		8,140		3,315		4,825		2,080		6,877		(4,797)		3,846		7,383		(3,537)
Noninterest expense		15,355		21,999		(6,644)		37,015		35,741		1,274		17,561		12,072		5,489		30,354		21,660		8,694
Income (loss) from continuing operations before income taxes	$	(18,939)	$	(26,116)	$	7,177	$	(42,595)	$	(41,908)	$	(687)
Income (loss) before income taxes													$	(18,671)	$	(9,882)	$	(8,789)	$	(33,088)	$	(23,656)	$	(9,432)

Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, merchant banking investment opportunities and management and administrative services to support the overall operations of the Company. Hilltop’s merchant banking investment activities include the identification of attractive opportunities for capital deployment in companies engaged in non-financial activities through its merchant bank subsidiary, Hilltop Opportunity Partners LLC. These merchant banking activities currently include investments within various industries, including power generation, consumer services, industrial equipment manufacturing and animal health, with an aggregate carrying value of approximately $47 million at June 30, 2022.

As a holding company, Hilltop’s primary investment objectives are to support capital deployment for organic growth and to preserve capital to be deployed through acquisitions, dividend payments and potential stock repurchases. Investment and interest income earned during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was primarily comprised of dividend income from merchant banking investment activities, in addition to interest income earned on intercompany notes.

Interest expense during each period included recurring quarterly interest expense of ~~$1.9~~$5.0 million incurred on our $150.0 million aggregate principal amount of 5% senior notes due 2025 (“Senior Notes”)~~. During the three months ended September 30, 2021~~ and ~~2020, we incurred interest expense of $3.1 million and $3.1 million, respectively, and $9.3 million and $4.8 million during the nine months ended September 30, 2021 and 2020, respectively,~~ on our $200 million aggregate principal amount of Subordinated Notes ~~which were issued in May 2020.~~(defined hereafter). Additionally, during the three and six months ended June 30, 2021, we incurred interest expense of ~~$0.4~~$0.5 million and ~~$0.6~~$1.1 million, ~~during the three months ended September 30, 2021 and 2020, respectively, and $1.6 million and $2.2 million during the nine months ended September 30, 2021 and 2020,~~ respectively, on junior subordinated debentures of $67.0 million issued by PCC (the “Debentures”). As discussed in more detail within the

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section titled “Liquidity and Capital Resources — Junior Subordinated Debentures” below, during the third quarter of 2021, PCC fully redeemed all outstanding Debentures.

Noninterest income ~~from continuing operations~~ during each period included activity related to our investment in a real estate development in Dallas’ University Park, which also serves as headquarters for both Hilltop and the Bank, and net noninterest income associated with activity within our merchant bank subsidiary. During the nine months ended September 31, 2021, noninterest income included an aggregate of $6.5 million in pre-tax gains associated with observable transactions related to two merchant bank equity investments.

Noninterest expenses ~~from continuing operations~~ were primarily comprised of employees’ compensation and benefits, occupancy expenses and professional fees, including corporate governance, legal and transaction costs. Noninterest expenses ~~decreased~~increased during the three and six months ended ~~September~~June 30, ~~2021,~~2022, compared to the same ~~period~~periods in ~~2020,~~2021, primarily due to ~~decreases~~increases in expenses associated with employees’ ~~incentive~~ compensation and benefits related to both headcount increases and inflationary pressures, as well as professional ~~fees.~~

~~Results from Discontinued Operations~~

~~Insurance Segment~~

As previously discussed, on June 30, 2020, we completed the sale of NLC. Accordingly, insurance segment results for the three and nine months ended September 30, 2020 have been presented as discontinued operations in the consolidated financial statements. Additional details are presented in Note 3, Discontinued Operations, in the notes to our consolidated financial statements. All activity associated with the insurance segment was recognized in 2020, therefore, there are no results in the three and nine months ended September 30, 2021. There was no income from discontinued operations before income taxes during the three months ended September 30, 2020, while income from discontinued operations before income taxes was $2.1fees, which included $4.4 million ~~during the nine months ended September 30, 2020.~~

~~Corporate~~

As a result of the previously noted sale of NLC on June 30, 2020 for cash proceeds of $154.1 million, during 2020, Hilltop recognized an aggregate pre-tax gain on sale within discontinued operations of corporate of $36.8 million, net of customary transaction costs of $5.1 million. The resulting book gain from this sale transaction was not recognized for tax purposes pursuantrelated to the rules under the Internal Revenue Code. Income from discontinued operations before income taxes associated with corporate was $0.7 million and $33.1 million during the three and nine months ended September 30, 2020.recently completed tender offer in May 2022.

Financial Condition

The following discussion contains a more detailed analysis of our financial condition at ~~September~~June 30, ~~2021,~~2022, as compared with December 31, ~~2020.~~2021.

Securities Portfolio

At ~~September~~June 30, ~~2021,~~2022, investment securities consisted of securities of the U.S. Treasury, U.S. government and its agencies, obligations of municipalities and other political subdivisions, primarily in the State of Texas, as well as mortgage-backed, corporate debt, and equity securities. We may categorize investments as trading, available for sale, held to maturity and equity securities.

Trading securities are bought and held principally for the purpose of selling them in the near term and are carried at fair value, marked to market through operations and held at the Bank and the Hilltop Broker-Dealers. Securities classified as available for sale may, from time to time, be bought and sold in response to changes in market interest rates, changes in securities’ prepayment risk, increases in loan demand, general liquidity needs and to take advantage of market conditions that create more economically attractive returns. Such securities are carried at estimated fair value, with unrealized gains and

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losses recorded in accumulated other comprehensive income (loss). Equity investments are carried at fair value, with all changes in fair value recognized in net income. Securities are classified as held to maturity based on the intent and ability of our management, at the time of purchase, to hold such securities to maturity. These securities are carried at amortized cost.

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The table below summarizes our securities portfolio (in thousands).


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Trading securities, at fair value
U.S. Treasury securities	$	3,401	$	40,491	$	3,689	$	3,728
U.S. government agencies:
Bonds		14,883		40		17,303		3,410
Residential mortgage-backed securities		196,241		336,081		133,290		152,093
Commercial mortgage-backed securities		—		876
Collateralized mortgage obligations		54,065		69,172		124,997		126,389
Corporate debt securities		72,029		62,481		64,543		60,671
States and political subdivisions		264,044		171,573		226,986		285,376
Private-label securitized product		177		8,571		16,529		11,377
Other		4,973		4,970		5,936		4,954
		609,813		694,255		593,273		647,998
Securities available for sale, at fair value
U.S. Treasury securities		4,956		—		24,337		14,862
U.S. government agencies:
Bonds		46,119		82,806		77,322		44,133
Residential mortgage-backed securities		904,257		641,611		453,938		898,446
Commercial mortgage-backed securities		197,637		124,538		166,016		210,699
Collateralized mortgage obligations		794,009		565,908		802,523		916,866
States and political subdivisions		47,205		47,342		38,086		45,562
		1,994,183		1,462,205		1,562,222		2,130,568
Securities held to maturity, at amortized cost
U.S. government agencies:
Residential mortgage-backed securities		10,755		13,547		315,666		9,892
Commercial mortgage-backed securities		150,060		152,820		196,733		145,742
Collateralized mortgage obligations		48,210		74,932		336,313		43,990
States and political subdivisions		68,394		70,645		71,871		68,060
		277,419		311,944		920,583		267,684

Equity securities, at fair value		221		140		197		250

Total securities portfolio	$	2,881,636	$	2,468,544	$	3,076,275	$	3,046,500

We had net unrealized losses of ~~$2.8~~$105.6 million and ~~net unrealized gains of $26.3~~$18.1 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, related to the available for sale investment portfolio, and net unrealized losses of $44.1 million at June 30, 2022, compared with net unrealized gains of ~~$10.7 million and $14.7~~$8.6 million associated with the securities held to maturity portfolio at ~~September 30, 2021 and~~ December 31, ~~2020, respectively.~~2021. Equity securities included net unrealized gains of $0.1 million and $0.2 million ~~and $0.1 million~~ at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively. The noted significant change in net unrealized gains (losses) within our available for sale investment portfolio, and recorded in accumulated other comprehensive income (loss), from December 31, 2021 to June 30, 2022 was related to increases in market interest rates since purchase and the resulting decline in associated estimated fair values of such portfolio investments. In future periods, we expect changes in prevailing market interest rates, coupled with changes in the aggregate size of the investment portfolio, to be significant drivers of changes in the unrealized losses or gains in these portfolios, and therefore accumulated other comprehensive income (loss).

We transferred certain agency-issued securities from the available-for-sale to held-to-maturity portfolio on March 31, 2022 having a book value of approximately $782 million and a market value of approximately $708 million. As of the date of transfer, the related pre-tax net unrecognized losses of approximately $74 million within the accumulated other comprehensive loss balance are being amortized over the remaining term of the securities using the effective interest method. This transfer was completed after careful consideration of our intent and ability to hold these securities to maturity. Factors used in assessing the ability to hold these securities to maturity were future liquidity needs and sources of funding.

Banking Segment

The banking segment’s securities portfolio plays a role in the management of our interest rate sensitivity and generates additional interest income. In addition, the securities portfolio is used to meet collateral requirements for public and trust

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deposits, securities sold under agreements to repurchase and other purposes. The available for sale and equity securities portfolios serve as a source of liquidity. Historically, the Bank’s policy has been to invest primarily in securities of the U.S. government and its agencies, obligations of municipalities in the State of Texas and other high grade fixed income securities to minimize credit risk. At ~~September~~June 30, ~~2021,~~2022, the banking segment’s securities portfolio of ~~$2.3~~$2.5 billion was comprised of trading securities of $0.1 million, available for sale securities of ~~$2.0~~$1.6 billion, equity securities of $0.2 million and held to maturity securities of ~~$277.4~~$920.6 million, in addition to ~~$14.3~~$13.9 million of other investments included in other assets within the consolidated balance sheets.

Broker-Dealer Segment

The broker-dealer segment holds securities to support sales, underwriting and other customer activities. The interest rate risk inherent in holding these securities is managed by setting and monitoring limits on the size and duration of positions and on the length of time the securities can be held. The Hilltop Broker-Dealers are required to carry their securities at fair value and record changes in the fair value of the portfolio in operations. Accordingly, the securities portfolio of the

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Hilltop Broker-Dealers included trading securities of ~~$609.7~~$593.2 million at ~~September~~June 30, ~~2021.~~2022. In addition, the Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligation may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of ~~$113.1~~$136.0 million at ~~September~~June 30, ~~2021.~~2022.

Corporate

At ~~September~~June 30, ~~2021,~~2022, the corporate portfolio included other investments, including those associated with merchant banking, of ~~$29.1~~$40.0 million in other assets within the consolidated balance sheets.

Allowance for Credit Losses for Available for Sale Securities and Held to Maturity Securities

We have evaluated available for sale debt securities that are in an unrealized loss position and have determined that any declines in value are unrelated to credit loss and related to changes in market interest rates since purchase. None of the available for sale debt securities held were past due at ~~September~~June 30, ~~2021.~~2022. In addition, as of ~~September~~June 30, ~~2021,~~2022, we had evaluated our held to maturity debt securities, considering the current credit ratings and recognized losses, and determined the potential credit loss to be minimal. With respect to these securities, we considered the risk of credit loss to be negligible, and therefore, no allowance was recognized on the debt securities portfolio at ~~September~~June 30, ~~2021.~~2022.

Loan Portfolio

Consolidated loans held for investment are detailed in the ~~tables~~table below, classified by portfolio ~~segment.~~segment (in thousands).


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Commercial real estate	$	3,032,141	$	3,133,903	$	3,262,628	$	3,042,729
Commercial and industrial		1,950,797		2,627,774		1,786,116		1,875,420
Construction and land development		789,693		828,852		922,047		892,783
1-4 family residential		1,104,847		629,938		1,468,962		1,303,430
Consumer		29,547		35,667		27,862		32,349
Broker-dealer		645,901		437,007		463,004		733,193
Loans held for investment, gross		7,552,926		7,693,141		7,930,619		7,879,904
Allowance for credit losses		(109,512)		(149,044)		(95,298)		(91,352)
Loans held for investment, net of allowance	$	7,443,414	$	7,544,097	$	7,835,321	$	7,788,552

Banking Segment

The loan portfolio constitutes the primary earning asset of the banking segment and typically offers the best alternative for obtaining the maximum interest spread above the banking segment’s cost of funds. The overall economic strength of the banking segment generally parallels the quality and yield of its loan portfolio.

The banking segment’s total loans held for investment, net of the allowance for credit losses, were ~~$8.6~~$8.7 billion and ~~$9.6~~$8.8 billion at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The banking segment’s loan portfolio includes warehouse lines of credit extended to PrimeLending of ~~$3.3~~$2.7 billion, of which ~~$1.8~~$1.3 billion and ~~$2.5~~$1.7 billion was drawn at ~~September~~June 30, ~~2021~~

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2022 and December 31, ~~2020,~~2021, respectively. Amounts advanced against the warehouse lines of credit are eliminated from net loans held for investment on our consolidated balance sheets. The banking segment does not generally participate in syndicated loan transactions and has no foreign loans in its portfolio.

The banking segment’s loan portfolio included approximately ~~$133~~$7 million related to both initial and second round PPP loans at ~~September~~June 30, ~~2021.~~2022. While these loans have terms of up to 60 months, borrowers can apply for forgiveness of these loans with the SBA. Through ~~October 22, 2021,~~July 15, 2022, the SBA had approved approximately ~~3,300 initial and second round~~4,100 PPP forgiveness applications from the Bank totaling approximately ~~$775~~$893 million, with PPP loans of approximately ~~$12~~$2 million pending SBA review and approval. We anticipate a significant amount of these remaining PPP loans pending approval being forgiven ~~over~~during the next ~~two quarters.~~quarter. The forgiveness/payoff of the PPP loans would generate an increase in interest income as we would recognize the remaining unamortized origination fee at the time of payoff or forgiveness.

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At ~~September~~June 30, ~~2021,~~2022, the banking segment had loan concentrations (loans to borrowers engaged in similar activities) that exceeded 10% of total loans in its real estate portfolio. The areas of concentration within our real estate portfolio were non-construction commercial real estate loans, non-construction residential real estate loans, and construction and land development loans, which represented ~~43.9%~~43.7%, ~~16.0%~~19.7% and ~~11.4%~~12.3%, respectively, of the banking segment’s total loans held investment at ~~September~~June 30, ~~2021.~~2022. The banking segment’s loan concentrations were within regulatory guidelines at ~~September~~June 30, ~~2021.~~2022.

The following table provides information regarding the maturities of the banking segment’s gross loans held for investment, net of unearned income (in thousands).


	June 30, 2022
	Due Within		Due From One		Due from Five		Due After
	One Year		To Five Years		To Fifteen Years		Fifteen Years		Total
Commercial real estate	$	704,910	$	1,337,864	$	1,096,057	$	123,797	$	3,262,628
Commercial and industrial		2,634,567		295,469		178,132		—		3,108,168
Construction and land development		685,100		159,356		73,520		4,071		922,047
1-4 family residential		153,059		175,715		290,143		850,045		1,468,962
Consumer		14,052		13,559		232		19		27,862
Total	$	4,191,688	$	1,981,963	$	1,638,084	$	977,932	$	8,789,667

Fixed rate loans	$	2,251,502	$	1,749,831	$	1,549,344	$	977,932	$	6,528,609
Floating rate loans		1,940,186		232,132		88,740		—		2,261,058
Total	$	4,191,688	$	1,981,963	$	1,638,084	$	977,932	$	8,789,667

In the table above, commercial and industrial includes amounts advanced against the warehouse lines of credit extended to PrimeLending. Floating rate loans that have reached their applicable rate floor or ceiling are classified as fixed rate loans rather than floating rate loans. As of June 30, 2022, floating rate loans totaling $786 million had reached their applicable rate floor and were expected to reprice, subject to their scheduled repricing timing and frequency terms. An additional $175 million of floating rate loans would be adjustable if published rates increase by a sufficient amount to move past their floored levels. The majority of floating rate loans carry an interest rate tied to The Wall Street Journal Prime Rate, as published in The Wall Street Journal.

Broker-Dealer Segment

The loan portfolio of the broker-dealer segment consists primarily of margin loans to customers and ~~correspondents.~~correspondents that are due within one year. The interest rate on margin accounts is computed on the settled margin balance at a fixed rate established by management. These loans are collateralized by the securities purchased or by other securities owned by the clients and, because of collateral coverage ratios, are believed to present minimal collectability exposure. Additionally, these loans are subject to a number of regulatory requirements as well as the Hilltop Broker-Dealers’ internal policies. The broker-dealer segment’s total loans held for investment, net of the allowance for credit losses, were ~~$645.6~~$462.4 million and ~~$436.8~~$733.0 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. This ~~increase~~decrease from December 31, ~~2020~~2021 to ~~September~~June 30, ~~2021~~2022 was primarily attributable to ~~an increase~~a decrease of ~~$91.5~~$160.8 million, or ~~51%~~53%, in receivables from correspondents, and ~~an increase~~a decrease of ~~$117.3~~$109.1 million, or ~~46%~~26%, in customer margin accounts.

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Mortgage Origination Segment

The loan portfolio of the mortgage origination segment consists of loans held for sale, primarily single-family residential mortgages funded through PrimeLending, and IRLCs with customers pursuant to which we agree to originate a mortgage loan on a future date at an agreed-upon interest rate. The components of the mortgage origination segment’s loans held for sale and IRLCs are as follows (in thousands).


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Loans held for sale:
Unpaid principal balance	$	1,846,578	$	2,411,626	$	1,354,041	$	1,728,255
Fair value adjustment		54,567		109,778		18,342		54,336
	$	1,901,145	$	2,521,404	$	1,372,383	$	1,782,591
IRLCs:
Unpaid principal balance	$	2,061,068	$	2,470,013	$	1,404,328	$	1,283,152
Fair value adjustment		40,279		76,048		15,061		25,489
	$	2,101,347	$	2,546,061	$	1,419,389	$	1,308,641

The mortgage origination segment uses forward commitments to mitigate interest rate risk associated with its loans held for sale and IRLCs. The notional amounts of these forward commitments at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$3.2~~$2.3 billion and ~~$4.0~~$2.4 billion, while the related estimated fair values were ~~$8.4~~($2.4) million and ~~($28.0)~~$0.4 million, respectively.

Allowance for Credit Losses on Loans

For additional information regarding the allowance for credit losses, refer to the section captioned “Critical Accounting ~~Policies and~~ Estimates” set forth in Part II, Item 7 of our ~~2020~~2021 Form 10-K.

Loans Held for Investment

The Bank has lending policies in place with the goal of establishing an asset portfolio that will provide a return on stockholders’ equity sufficient to maintain capital to assets ratios that meet or exceed established regulations. Loans are underwritten with careful consideration of the borrower’s financial condition, the specific purpose of the loan, the primary sources of repayment and any collateral pledged to secure the loan.

Underwriting procedures address financial components based on the size and complexity of the credit. The financial components include, but are not limited to, current and projected cash flows, shock analysis and/or stress testing, and trends in appropriate balance sheet and statement of operations ratios. The Bank’s loan policy provides specific underwriting guidelines by portfolio segment, including commercial and industrial, real estate, construction and land

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development, and consumer loans. The guidelines for each individual portfolio segment set forth permissible and impermissible loan types. With respect to each loan type, the guidelines within the Bank’s loan policy provide minimum requirements for the underwriting factors listed above. The Bank’s underwriting procedures also include an analysis of any collateral and guarantor. Collateral analysis includes a complete description of the collateral, as well as determined values, monitoring requirements, loan to value ratios, concentration risk, appraisal requirements and other information relevant to the collateral being pledged. Guarantor analysis includes liquidity and cash flow evaluation based on the significance with which the guarantors are expected to serve as secondary repayment sources.

The Bank maintains a loan review department that reviews credit risk in response to both external and internal factors that potentially impact the performance of either individual loans or the overall loan portfolio. The loan review process reviews the creditworthiness of borrowers and determines compliance with the loan policy. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel. Results of these reviews are presented to management, the Bank’s board of directors and the Risk Committee of the board of directors of the Company.

The allowance for credit losses for loans held for investment represents management’s best estimate of all expected credit losses over the expected contractual life of our existing portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. Such future changes in the allowance for credit losses

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are expected to be volatile given dependence upon, among other things, the portfolio composition and quality, as well as the impact of significant drivers, including prepayment assumptions and macroeconomic conditions and forecasts.

The COVID-19 pandemic ~~disrupted~~has adversely impacted financial markets and overall economic conditions, ~~that~~and may continue to have ~~affected~~implications on borrowers across our lending portfolios. Significant judgment is required to estimate the severity and duration of the current economic uncertainties, as well as its potential impact on borrower defaults and loss severity. In particular, macroeconomic conditions and forecasts are rapidly changing and remain highly uncertain as COVID-19 cases and vaccine effectiveness, as well as government stimulus and policy measures, evolve nationally and in key geographies. It is difficult to predict exactly how borrower behavior will be impacted by these economic conditions as the effectiveness of vaccinations, government stimulus and policy measures, customer relief and enhanced unemployment benefits have helped mitigate in the short term, but the extent and duration of government stimulus remains uncertain.

One of the most significant judgments involved in estimating our allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the reasonable and supportable forecast period. To determine the allowance for credit losses as of ~~September~~June 30, ~~2021,~~2022, we utilized a single macroeconomic alternative ~~baseline,~~scenario, or S7, ~~scenario~~ published by Moody’s Analytics in ~~September 2021.~~June 2022.

During our previous quarterly macroeconomic assessment as of ~~June 30, 2021,~~March 31, 2022, we also utilized the ~~single~~ S7 ~~scenario published by Moody’s Analytics. The~~ economic scenario ~~selected as of September 30, 2021 was~~ based on our evaluation of the Moody’s baseline economic forecast compared to other industry surveys over the reasonable and supportable period and our assessment of the reasonableness of impacts associated with ~~the~~ key monetary and ~~government stimulus~~fiscal policy assumptions.

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The following table summarizes the U.S. Real Gross Domestic Product (“GDP”) growth rates and unemployment rate assumptions used in our economic forecast to determine our best estimate of expected credit losses.


		As of						As of
		September 30,	June 30,	March 31,	December 31,	September 30,		June 30,	March 31,	December 31,	September 30,	June 30,
		2021	2021	2021	2020	2020		2022	2022	2021	2021	2021
GDP growth rates:
	Q3 2020					26.6%	Q2 2021					10.8%
	Q4 2020				4.0%	2.9%	Q3 2021				5.0%	6.6%
	Q1 2021			5.0%	1.6%	3.6%	Q4 2021			6.7%	7.5%	6.9%
	Q2 2021		10.8%	6.5%	4.5%	3.1%	Q1 2022		0.7%	3.6%	4.6%	5.4%
	Q3 2021	5.0%	6.6%	6.7%	4.7%	4.4%	Q2 2022	2.6%	4.7%	3.5%	2.8%	2.8%
	Q4 2021	7.5%	6.9%	4.8%	5.8%	6.0%	Q3 2022	2.0%	2.4%	2.3%	1.3%	2.3%
	Q1 2022	4.6%	5.4%	3.2%	4.8%	5.5%	Q4 2022	0.6%	2.6%	2.7%	1.5%	1.8%
	Q2 2022	2.8%	2.8%	2.5%	4.4%		Q1 2023	0.9%	2.9%	3.0%	2.4%
	Q3 2022	1.3%	2.3%	2.1%			Q2 2023	1.0%	3.0%	2.4%
	Q4 2022	1.5%	1.8%				Q3 2023	(1.0)%	3.1%
	Q1 2023	2.4%					Q4 2023	(3.0)%

Unemployment rates:
	Q3 2020					8.9%	Q2 2021					5.8%
	Q4 2020				6.7%	9.1%	Q3 2021				5.2%	5.2%
	Q1 2021			6.3%	6.9%	8.9%	Q4 2021			4.3%	4.5%	4.5%
	Q2 2021		5.8%	6.2%	7.1%	8.7%	Q1 2022		3.9%	4.3%	3.9%	4.0%
	Q3 2021	5.2%	5.2%	5.8%	7.0%	8.3%	Q2 2022	3.6%	3.7%	4.0%	3.5%	3.7%
	Q4 2021	4.5%	4.5%	5.4%	6.8%	7.8%	Q3 2022	3.5%	3.5%	3.8%	3.4%	3.6%
	Q1 2022	3.9%	4.0%	5.1%	6.5%	7.3%	Q4 2022	3.6%	3.4%	3.6%	3.3%	3.5%
	Q2 2022	3.5%	3.7%	4.9%	6.2%		Q1 2023	3.6%	3.4%	3.7%	3.3%
	Q3 2022	3.4%	3.6%	4.7%			Q2 2023	3.6%	3.3%	3.7%
	Q4 2022	3.3%	3.5%				Q3 2023	5.0%	3.2%
	Q1 2023	3.3%					Q4 2023	6.4%

As of June 30, 2022, our economic forecast was revised lower since March 31, 2022. Real GDP growth decreased at an annualized rate of 1.6% during the first quarter of 2022. Moody’s also no longer expects any additional fiscal stimulus from the Build Back Better proposal in its most recent economic forecasts. Both of these reduced real GDP growth expectations during 2022 and the Federal Reserve increased the federal funds rate target to 1.5% to 1.75% during the period. Unemployment rates remained unchanged at 3.6% since March 2022 despite recent news of several layoffs and tight labor market and supply chain conditions. We now expect a mild recession to occur during the second half of 2023 as the Federal Reserve is expected to increase the federal funds rate to 3.5% by the third quarter of 2023 where the unemployment rate is also expected to increase.

As of ~~September 30,~~December 31, 2021, our economic forecast improved from ~~June~~September 30, 2021 asbased on updated economic data, including November unemployment rates ~~improve~~improving faster than the prior quarter’s ~~outlook to below 3% by~~forecast despite tight labor market

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conditions and accelerated rates of the ~~end~~Federal Reserve’s taper of 2023 and commercial real estate prices nationally have returned to pre-COVID 19 levels this quarter. Real GDP growth rates were revised lower based on updated economic data and consider potential supply-chain impacts on business and consumer spending. Our economic forecast continues to consider additional risks to U.S. economic recovery from recent inflation rates observed higher than Moody’s baseline scenario.monthly asset purchases. We now assume the Federal Reserve continues to support a target range of the federal funds rate near 0% through monetary policy support ~~until the fourth quarter of 2022 when~~and assume interest rates begin to ~~increase.~~

Asrise as early as the second quarter of ~~December 31, 2020, our near-term~~2022. Real GDP growth rates were revised lower due to persistently higher inflation data and observed supply-chain impacts on business and consumer spending due to the delta variant. Given the timing of the Moody’s economic forecast ~~improved~~release in early December 2021, the forecast utilized also assumed that COVID-19 cases peaked in January 2021, but did not assume a third wave of COVID-19 cases due to the omicron variant into the winter months. The forecast also did not consider uncertainty related to additional fiscal

support from ~~September 30, 2020, reflecting better than expected economic data and approval of additional government stimulus earlier than expected. As such, projected real GDP growth in~~ the ~~first quarter of 2021 was revised upward. However, we revised~~Build Back Better proposal, so our ~~near-term 2021 real GDP forecast~~model results were qualitatively adjusted to reflect approximately $900 billion of additional stimulus compared to $1.5 trillion planned as of September 30, 2020. Unemployment rate forecasts were adjusted lower based on economic data observed in October and November 2020, as well asconsider these recent ~~COVID-19 vaccine approvals showing progress towards the next phase of labor market recovery. Forecasts for commercial real estate prices nationally were updated lower~~developments as of December 31, 2020 to reflect declines through 2022 and recovery to pre-COVID-19 levels in late 2024. Prior quarter forecasts as of September 30, 2020 assumed declines through 2021 and recovery to pre-COVID-19 levels in mid-2023. Our interest rate expectations continued to assume monetary policy support from the Federal Reserve and a target range of the federal funds rate at 0% to 0.25% into late 2023.

2021.

Since December 31, 2019, our economic forecast changed significantly year-over-year in response to weak economic conditions caused by the COVID-19 pandemic as developments occurred rapidly in February and March 2020 associated with fiscal and monetary stimulus measures and the expected beneficial impacts of the CARES Act and certain regulatory interagency guidance. As of December 31, 2019, we assumed the U.S. economy was in the late stages of the economic cycle with unemployment rates near historical lows of 3.6% increasing to 3.8% in the fourth quarter of 2020 and reverting to historical data in the fourth quarter of 2022. Downside risks to the economy were concerns over international trade war between the U.S. and its trading partners and potential fallout from a Brexit in 2020. Interest rate expectations assumed one rate cut in 2020 with the Federal Reserve target range of the federal funds rate at 1.25% to 1.50% before reverting to historical data in 2023. In response to the COVID-19 pandemic, the Federal Reserve twice cut

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federal funds rate targets in March 2020 to 0% to 0.25% with interest rate expectations as of December 31, 2020 unchanged until late 2023. Several U.S. fiscal and monetary policy changes during early 2020 were enacted to counter a severe, but short U.S. recession during the first half of 2020 and support a strong economic recovery during the second half of 2020 with U.S. budget deficits increasing to more than $3 trillion during the year. U.S. unemployment rates reached 14.8% in April 2020 before declining to 6.7% as of December 31, 2020, which was 3.1% higher than the unemployment rate as of December 31, 2019. Annualized real GDP growth rates declined 31.4% in the second quarter of 2020 and increased 33.4% in the third quarter of 2020. The U.S. presidential election later in 2020 resulted in several changes, as Presidential Candidate Joe Biden won the electoral vote to replace President Donald Trump in 2021 and majority control of the U.S. Congress moved from Republican to Democratic parties. As economic growth slowed during the fourth quarter of 2020, additional government stimulus of approximately $900 billion was approved.

As previously discussed, we adopted the new CECL standard and recorded transition adjustment entries that resulted in an allowance for credit losses for loans held for investment of $73.7 million as of January 1, 2020, an increase of $12.6 million. This increase reflected credit losses of $18.9 million from the expansion of the loss horizon to life of loan and also takes into account forecasts of expected future macroeconomic conditions, partially offset by the elimination of the non-credit component within the historical allowance related to previously categorized PCI loans of $6.3 million. This increase, net of tax, was largely reflected within the banking segment and included a decrease of $5.7 million to opening retained earnings at January 1, 2020.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the ~~decreases~~increase in the allowance ~~for credit losses reflect improvement~~reflected a deteriorating U.S. economic outlook since the prior quarter, partially offset by decreases in ~~both realized economic results~~specific reserves and the macroeconomic outlook and were significantly comprised of net reversals of credit losses on expected losses of collectively evaluated loans of $11.0 million and $45.2 million, respectively. Such reversals were primarily due to improvements in both macroeconomic forecast assumptions and credit quality metrics on COVID-19 impacted industry sector exposures.positive risk rating grade migration. The net impact to the allowance of changes associated with individually evaluated loans during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 included a reversal of credit losses of $1.3 million and $1.0 million, respectively, while collectively evaluated loans included a provision for credit losses of ~~$5.2~~$6.6 million and ~~$5.6~~$6.4 million, respectively. The changes in the allowance for credit losses during the noted periods were primarily attributable to the Bank and also reflected other factors including, but not limited to, loan mix, ~~and~~ changes in loan balances and qualitative factors from the prior quarter. The changes in the allowance during ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were also impacted by net ~~recoveries~~charge-offs of ~~$0.1 million.~~$1.2 million and $1.5 million, respectively.

As discussed under the section titled “Loan Portfolio” earlier in this Item 2, the Bank’s actions beginning in ~~the second and third quarters of~~ 2020 included supporting our impacted banking clients experiencing an increased level of risk due to the COVID-19 pandemic through loan modifications. This deteriorating economic outlook resulted in a significant build in the allowance and included provision for credit losses through the second quarter of 2020. ~~Beginning in the fourth quarter of 2020,~~During 2021, improvement in both economic results and the macroeconomic outlook, coupled with government stimulus and positive risk rating grade migration within the Bank, ~~have~~ resulted in aggregate reversals of a significant portion of previously recorded credit losses. During the first half of 2022, the impact of a deteriorating U.S. economic outlook and resulting impact on collectively evaluated loans has resulted in a build in the allowance. As a result, the allowance for credit losses as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and banking segment mortgage warehouse lending and PPP lending programs, was ~~1.74%~~1.33% as of ~~September~~June 30, ~~2021,~~2022, down from a high since the initial impacts of the COVID-19 pandemic of 2.63% as of September 30, 2020.

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The respective distribution of the allowance for credit losses as a percentage of our total loan portfolio, ~~and total active loan modifications,~~ excluding margin loans in the broker-dealer segment and banking segment mortgage warehouse lending and PPP lending programs, are presented in the following table (dollars in thousands).


					Allowance For				Allowance		Allowance For						Allowance For
					Credit Losses				For Credit		Credit Losses						Credit Losses
			Total		as a % of				Losses on		as a % of				Total		as a % of
	Total		Allowance		Total Loans		Active		Active		Active		Total		Allowance		Total Loans
	Loans Held		for Credit		Held For		Loan		Loan		Loan		Loans Held		for Credit		Held For
September 30, 2021	For Investment		Losses		Investment		Modifications		Modifications		Modifications
June 30, 2022													For Investment		Losses		Investment
Commercial real estate	$	3,032,141	$	68,535	2.26	%	$	8,966	$	3,138	35.00	%	$	3,262,628	$	63,719	1.95	%
Commercial and industrial ⁽¹⁾		1,311,598		30,292	2.31	%		3,816		692	18.13	%		1,434,438		19,664	1.37	%
Construction and land development		789,693		5,100	0.65	%		—		—	—	%		922,047		4,996	0.54	%
1-4 family residential		1,104,847		4,538	0.41	%		4,310		75	1.74	%		1,468,962		5,554	0.38	%
Consumer		29,547		504	1.71	%		—		—	—	%		27,862		542	1.95	%
		6,267,826		108,969	1.74	%		17,092		3,905	22.85	%		7,115,937		94,475	1.33	%

Broker-dealer		645,901		290	0.04	%		—		—	—	%		463,004		651	0.14	%
Mortgage warehouse lending		505,976		253	0.05	%		—		—	—	%		344,662		172	0.05	%
Paycheck Protection Program		133,223		—	—	%		—		—	—	%		7,016		—	—	%
	$	7,552,926	$	109,512	1.45	%	$	17,092	$	3,905	22.85	%	$	7,930,619	$	95,298	1.20	%

(1)

Commercial and industrial portfolio amounts reflect balances excluding banking segment mortgage warehouse lending and PPP loans.

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Allowance Model Sensitivity

Our allowance model was designed to capture the historical relationship between economic and portfolio changes. As such, evaluating shifts in individual portfolio attributes or macroeconomic variables in isolation may not be indicative of past or future performance. It is difficult to estimate how potential changes in any one factor or input might affect the overall allowance for credit losses because we consider a wide variety of factors and inputs in the allowance for credit losses estimate. Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all geographies or product types, and changes in factors and input may be directionally inconsistent, such that improvement in one factor may offset deterioration in others.

However, to consider the sensitivity of credit loss estimates to alternative macroeconomic forecasts, we compared the Company’s allowance for credit loss estimates as of ~~September~~June 30, ~~2021,~~2022, excluding margin loans in the broker-dealer segment, the banking segment mortgage warehouse and PPP lending programs, with modeled results using both upside (“S1”) and downside (“S3”) economic scenario forecasts published by Moody’s Analytics.

Compared to our economic forecast, the upside scenario assumes consumer and business confidence increases as new cases, hospitalizations and deaths from COVID-19, military conflicts between Russia and Ukraine, and global supply chain concerns recede faster ~~than expected, while availability and acceptance of vaccines and consumer spending accelerate more~~ than expected. Real GDP is expected to grow ~~11.0%~~6.7% in the third quarter of 2022, 5.4% in the fourth quarter of ~~2021, 7.3%~~2022, 5.3% in the first quarter of ~~2022,~~2023, and ~~4.2%~~5.4% in the second quarter of ~~2022.~~2023. Average unemployment rates are expected to decline to ~~4.3%~~3.2% by the ~~fourth~~third quarter of ~~2021~~2022 and 2.9% by the end of ~~2022. Monetary and fiscal policy assumptions include~~2023. Inflation is expected to trend back toward the Federal ~~Reserve maintaining a near 0%~~Reserve’s target ~~for~~sooner than expected and monetary policy increases the federal funds rate ~~until the beginning of 2023 and additional government infrastructure and social program spending approved in the fourth quarter of 2021 of $2.5 trillion.~~at a slower pace to 2.7% by late 2023.

Compared to our economic forecast, the downside scenario assumes consumer and business confidence declines as new cases, hospitalizations and deaths from COVID-19 ~~diminish more slowly~~rise, military conflict between Russia and Ukraine worsens significantly and persists longer than ~~expected, resulting in fewer people than expected getting vaccinated~~anticipated, and ~~increased worries about resistant strains.~~global supply chain issues intensify increasing inflation rates substantially. As a result, consumer confidence and spending erode causing the economy to fall back into recession. Real GDP is expected to decrease ~~3.5%~~1.0% in the third quarter of 2022, 6.1% in the fourth quarter of ~~2021, 3.3%~~2022, and 1.8% in the first quarter of ~~2022, and 2.2% in the second quarter of 2022.~~2023. Average unemployment rates are expected to increase to ~~6.7%~~6.4% by the fourth quarter of ~~2021~~2022 and ~~9.1%~~7.9% by the ~~end of 2022. Average unemployment is expected to remain elevated but improve to 6.8% by the fourth~~third quarter of 2023, but improves to 5.8% by year-end 2024 and reverts back to historical average rates over time. ~~Monetary and fiscal policy assumptions include the~~The Federal Reserve ~~maintaining~~increases the federal funds rate to 2.9% by the first quarter of 2023 to slow inflation, but proceeds to reduce it to a near 0% target ~~for~~by the ~~federal funds rate through late-2025, while disagreements~~fourth quarter of 2024 where it is maintained until late 2025 to support the economy. Disagreements in Congress prevent any additional stimulus from being enacted beyond the American Rescue Plan ~~Act~~and Infrastructure Investment and Jobs Acts passed in ~~March~~ 2021.

The impact of applying all of the assumptions of the upside economic scenario during the reasonable and supportable forecast period would have resulted in a decrease in the allowance for credit losses of approximately ~~$10~~$27 million or a weighted average expected loss rate of ~~1.3%~~0.9% as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and the banking segment mortgage warehouse lending and PPP lending programs.

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The impact of applying all of the assumptions of the downside economic scenario during the reasonable and supportable forecast period would have resulted in an increase in the allowance for credit losses of approximately ~~$48~~$15 million or a weighted average expected loss rate of ~~2.2%~~1.5% as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and the banking segment mortgage warehouse lending and PPP lending programs.

This analysis relates only to the modeled credit loss estimates and is not intended to estimate changes in the overall allowance for credit losses as they do not reflect any potential changes in the adjustment to the quantitative calculation, which would also be influenced by the judgment management applies to the modeled lifetime loss estimates to reflect the uncertainty and imprecision of these modeled lifetime loss estimates based on then-current circumstances and conditions. ~~It also did not consider impacts from recent Bank deferral and customer accommodation efforts or government fiscal and monetary stimulus measures.~~

Our allowance for credit losses reflects our best estimate of current expected credit losses, which is highly dependent on ~~the path of the virus. We continue to monitor the impact of~~several assumptions, including the COVID-19 pandemic continuing to recede, the Russia-Ukraine conflict and ~~related policy measures~~its impact on ~~the economy~~supply chains, inflation and ~~if pace and vigor of the expected recovery is worse than expected, further meaningful provisions could be required.~~labor market conditions. Future allowance for credit losses may vary considerably for these reasons.

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Allowance Activity

The following table presents the activity in our allowance for credit losses within our loan portfolio for the periods presented (in thousands). Substantially all of the activity shown below occurred within the banking segment.


	Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
Loans Held for Investment	2021		2020		2021			2020			2022			2021			2022			2021
Balance, beginning of period	$	115,269	$	156,383	$	149,044		$	61,136		$	91,185		$	144,499		$	91,352		$	149,044
Transition adjustment for adoption of CECL accounting standard		—		—		—			12,562
Provision for (reversal of) credit losses		(5,819)		(602)		(39,648)			99,973			5,336			(28,720)			5,451			(33,829)
Recoveries of loans previously charged off:
Commercial real estate		19		571		253			592			11			220			43			234
Commercial and industrial		598		382		1,732			1,450			727			701			1,634			1,134
Construction and land development		—		—		—			2			—			—			—			—
1-4 family residential		20		10		482			25			35			53			48			462
Consumer		26		84		171			308			28			69			131			145
Broker-dealer		—		—		—			—			—			—			—			—
Total recoveries		663		1,047		2,638			2,377			801			1,043			1,856			1,975
Loans charged off:
Commercial real estate		124		29		310			4,517			—			186			—			186
Commercial and industrial		317		1,341		1,738			15,325			1,892			1,242			3,101			1,421
Construction and land development		—		—		—			2			—			—			—			—
1-4 family residential		87		144		248			517			33			51			48			161
Consumer		73		100		226			473			99			74			212			153
Broker-dealer		—		—		—			—			—			—			—			—
Total charge-offs		601		1,614		2,522			20,834			2,024			1,553			3,361			1,921
Net recoveries (charge-offs)		62		(567)		116			(18,457)			(1,223)			(510)			(1,505)			54
Balance, end of period	$	109,512	$	155,214	$	109,512		$	155,214		$	95,298		$	115,269		$	95,298		$	115,269
Allowance for credit losses as a percentage of gross loans held for investment						1.45	%		1.95	%

Average total loans for the period											$	7,838,090		$	7,725,906		$	7,838,566		$	7,686,116
Total loans held for investment (end of period)																	$	7,930,619		$	7,645,227
Ratios:
Net recoveries (charge-offs) to average total loans held for investment⁽¹⁾												(0.06)	%		(0.03)	%		(0.04)	%		0.00	%
Non-accrual loans to total loans held for investment (end of period)																		0.40	%		0.81	%
Allowance for credit losses on loans held for investment to:
Total loans held for investment (end of period)																		1.20	%		1.51	%
Non-accrual loans held for investment (end of period)																		301.16	%		186.91	%

(1)	Net recoveries (charge-offs) to average total loans held for investment ratio presented on a consolidated basis for all periods given relative immateriality of resulting measure by loan portfolio segment.

Total non-accrual loans decreased by $15.4 million from December 31, 2021 to June 30, 2022. These changes in non-accrual loans were impacted by loans secured by residential real estate within our mortgage origination segment, which were classified as loans held for sale, of $3.2 million and $2.9 million at June 30, 2022 and December 31, 2021, respectively.

In addition to changes in non-accrual loans classified as loans held for sale, the decrease in non-accrual loans during 2022 was primarily due to principal paydowns associated with several commercial and industrial and single family residential loan relationships.

As previously discussed in detail within this section, the allowance for credit losses has fluctuated from period to period, which impacted the resulting ratios noted in the table above.

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The distribution of the allowance for credit losses among loan types and the percentage of the loans for that type to gross loans, excluding unearned income, within our loan portfolio are presented in the table below (dollars in thousands).


	September 30, 2021				December 31, 2020				June 30, 2022				December 31, 2021
			% of				% of				% of				% of
			Gross				Gross				Gross				Gross
	Reserve		Loans		Reserve		Loans
Allocation of the Allowance for Credit Losses									Reserve		Loans		Reserve		Loans
Commercial real estate	$	68,535	40.15	%	$	109,629	40.74	%	$	63,719	41.14	%	$	59,354	38.61	%
Commercial and industrial		30,545	25.84	%		27,703	34.16	%		19,836	22.52	%		21,982	23.80	%
Construction and land development		5,100	10.45	%		6,677	10.77	%		4,996	11.63	%		4,674	11.33	%
1-4 family residential		4,538	14.63	%		3,946	8.19	%		5,554	18.52	%		4,589	16.54	%
Consumer		504	0.39	%		876	0.46	%		542	0.35	%		578	0.41	%
Broker-dealer		290	8.54	%		213	5.68	%		651	5.84	%		175	9.31	%
Total	$	109,512	100.00	%	$	149,044	100.00	%	$	95,298	100.00	%	$	91,352	100.00	%

The following table summarizes historical levels of the allowance for credit losses on loans held for investment, distributed by portfolio segment (in thousands).


	September 30,		June 30,		March 31,		December 31,		September 30,		June 30,		March 31,		December 31,		September 31,		June 30,
	2021		2021		2021		2020		2020		2022		2022		2021		2021		2021
Commercial real estate	$	68,535	$	77,633	$	104,126	$	109,629	$	104,566	$	63,719	$	60,361	$	59,354	$	68,535	$	77,633
Commercial and industrial		30,545		27,866		28,513		27,703		38,178		19,836		20,130		21,982		30,545		27,866
Construction and land development		5,100		5,185		7,249		6,677		6,270		4,996		5,515		4,674		5,100		5,185
1-4 family residential		4,538		3,659		3,388		3,946		5,052		5,554		4,340		4,589		4,538		3,659
Consumer		504		592		944		876		1,002		542		499		578		504		592
Broker-dealer		290		334		279		213		146		651		340		175		290		334
	$	109,512	$	115,269	$	144,499	$	149,044	$	155,214	$	95,298	$	91,185	$	91,352	$	109,512	$	115,269

Unfunded Loan Commitments

In order to estimate the allowance for credit losses on unfunded loan commitments, the Bank uses a process similar to that used in estimating the allowance for credit losses on the funded portion. The allowance is based on the estimated exposure at default, multiplied by the lifetime probability of default grade and loss given default grade for that particular loan segment. The Bank estimates expected losses by calculating a commitment usage factor based on industry usage factors. The commitment usage factor is applied over the relevant contractual period. Loss factors from the underlying loans to which commitments are related are applied to the results of the usage calculation to estimate any liability for credit losses related for each loan type. The expected losses on unfunded commitments align with statistically calculated parameters used to calculate the allowance for credit losses on the funded portion. Letters of credit are not currently reserved because they are issued primarily as credit enhancements and the likelihood of funding is low.

Changes in the allowance for credit losses for loans with off-balance sheet credit exposures are shown below (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Balance, beginning of period	$	7,981	$	9,031	$	8,388	$	2,075	$	6,487	$	8,807	$	5,880	$	8,388
Transition adjustment CECL accounting standard		—		—		—		3,837
Other noninterest expense		(1,183)		287		(1,590)		3,406		444		(826)		1,051		(407)
Balance, end of period	$	6,798	$	9,318	$	6,798	$	9,318	$	6,931	$	7,981	$	6,931	$	7,981

~~As previously discussed, we adopted the new CECL standard and recorded a transition adjustment entry that resulted in an allowance for credit losses of $5.9 million as of January 1, 2020.~~ During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 the ~~decrease~~increases in the reserve for unfunded commitments ~~was~~were primarily due to ~~improvements~~increases in both loan expected loss ~~rates.~~rates and available commitment balances.

Potential Problem Loans

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties. Management monitors these loans and reviews their performance

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on a regular basis. Potential problem loans contain potential weaknesses that could improve, persist or further deteriorate. If such potential weaknesses persist without improving, the loan is subject to downgrade, typically to substandard, in three to six months. Potential problem loans are assigned a grade of special mention within our risk grading matrix. Potential problem loans do not include purchased credit deteriorated (“PCD”) loans because PCD loans exhibited evidence of more than insignificant credit deterioration at acquisition that made it probable that all

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contractually required principal payments would not be collected. Additionally, potential problem loans do not include loans that have been modified in connection with our COVID-19 payment deferment programs which allow for a deferral of principal and/or interest payments. Within our loan portfolio, we had ~~three~~one credit ~~relationships~~relationship totaling ~~$9.9~~$0.1 million of potential problem loans at ~~September~~June 30, ~~2021,~~2022, compared with ~~seven~~two credit relationships totaling ~~$11.3~~$3.1 million of potential problem loans at December 31, ~~2020.~~2021.

Non-Performing Assets

In response to the COVID-19 pandemic, the CARES Act was passed in March 2020, which among other things, ~~allows~~allowed the Bank to suspend the TDR requirements for certain loan modifications to be categorized as a TDR. Subsequent legislation extended such provisions through January 1, 2022. Starting in March 2020, the Bank implemented several actions to better support our impacted banking clients and allow for loan modifications such as principal and/or interest payment deferrals, participation in the PPP as an SBA preferred lender and personal banking assistance including waived fees, increased daily spending limits and suspension of residential foreclosure activities. The COVID-19 payment deferment programs ~~allow~~allowed for a deferral of principal and/or interest payments with such deferred principal payments due and payable on the maturity date of the existing loan.

Specifically, as discussed under the section titled “Loan Portfolio” earlier in this Item 2, the Bank’s actions during 2020 included approval of $1.0 billion of COVID-19 related loan modifications. During 2021, the Bank continued to support its impacted banking clients through the approval of COVID-19 related loan modifications with a portfolio of active deferrals that have not reached the end of their deferral period of approximately $17 million as of September 30, 2021. While the majority of the portfolio of COVID-19 related loan modifications no longer require deferral, such loans represent elevated risk, and therefore management continues to monitor these loans. The extent to which these measures will impact the Bank, and any progression of loans, whether receiving COVID-19 payment deferrals or not, into non-performing assets, during future periods is uncertain and will depend on future developments that cannot be predicted.

The following table presents components of our non-performing assets (dollars in thousands).


	September 30,			December 31,						June 30,			December 31,
	2021			2020			Variance			2022			2021			Variance
Loans accounted for on a non-accrual basis:
Commercial real estate	$	5,705		$	11,133		$	(5,428)		$	4,947		$	6,601		$	(1,654)
Commercial and industrial		29,808			34,049			(4,241)			13,315			22,478			(9,163)
Construction and land development		366			507			(141)			1			2			(1)
1-4 family residential		25,255			32,263			(7,008)			16,542			21,123			(4,581)
Consumer		24			28			(4)			19			23			(4)
Broker-dealer		—			—			—			—			—			—
	$	61,158		$	77,980		$	(16,822)		$	34,824		$	50,227		$	(15,403)
Troubled debt restructurings included in accruing loans held for investment		1,038			1,954			(916)			857			922			(65)
Non-performing loans	$	62,196		$	79,934		$	(17,738)		$	35,681		$	51,149		$	(15,468)

Non-performing loans as a percentage of total loans		0.64	%		0.76	%		(0.12)	%		0.38	%		0.52	%		(0.14)	%

Other real estate owned	$	21,605		$	21,289		$	316		$	1,516		$	2,833		$	(1,317)

Other repossessed assets	$	—		$	101		$	(101)		$	—		$	—		$	—

Non-performing assets	$	83,801		$	101,324		$	(17,523)		$	37,197		$	53,982		$	(16,785)

Non-performing assets as a percentage of total assets		0.47	%		0.60	%		(0.13)	%		0.22	%		0.29	%		(0.07)	%

Loans past due 90 days or more and still accruing	$	175,734		$	243,630		$	(67,896)		$	82,410		$	60,775		$	21,635

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At ~~September~~June 30, ~~2021,~~2022, non-accrual loans included 4639 commercial and industrial relationships with loans secured by accounts receivable, ~~life insurance, oil~~equipment and ~~gas, livestock and equipment.~~notes receivable. Non-accrual loans at ~~September~~June 30, ~~2021~~2022 also included ~~$5.3~~$3.2 million of loans secured by residential real estate which were classified as loans held for sale. At December 31, ~~2020,~~2021, non-accrual loans included 6045 commercial and industrial relationships with loans secured by accounts receivable, life insurance, oil and gas, livestock and equipment. Non-accrual loans at December 31, ~~2020~~2021 also included ~~$10.9~~$2.9 million of loans secured by residential real estate which were classified as loans held for sale.

At ~~September~~June 30, ~~2021,~~2022, TDRs were comprised of ~~$1.0~~$0.9 million of loans that are considered to be performing and accruing, and ~~$13.2~~$7.6 million of loans considered to be non-performing reported in non-accrual loans. At December 31, ~~2020,~~2021, TDRs were comprised of ~~$2.0~~$0.9 million of loans that are considered to be performing and accruing, and ~~$16.0~~$5.9 million of loans that were considered to be non-performing reported in non-accrual loans. In March 2020, the CARES Act was passed, which, among other things, allows the Bank to suspend the requirements for certain loan modifications to be categorized as a TDR. Therefore, the Bank is not reporting COVID-19 related modifications as TDRs in accordance with the CARES Act.

OREO ~~increased~~decreased from December 31, ~~2020~~2021 to ~~September~~June 30, ~~2021,~~2022, primarily due ~~additions of $2.9 million, partially offset by~~to disposals and valuation adjustments totaling ~~$2.6~~$1.5 million, partially offset by additions totaling $0.2 million. At both ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, OREO was primarily comprised of commercial properties.

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Loans past due 90 days or more and still accruing at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, were primarily comprised of loans held for sale and guaranteed by U.S. government agencies, including ~~GNMA-related~~GNMA related loans subject to repurchase within our mortgage origination segment. As of ~~September~~June 30, ~~2021, $99.9~~2022, $36.1 million of loans subject to repurchase were under a forbearance agreement resulting from the COVID-19 pandemic. During May 2020, GNMA announced that it ~~will~~would temporarily exclude any new GNMA lender delinquencies, occurring on or after April 2020, when calculating the delinquency ratios for the purposes of enforcing compliance with its delinquency rate thresholds. This exclusion is extended automatically to GNMA lenders that were compliant with GNMA’s delinquency rate thresholds as reflected by their April 2020 investor accounting report. The mortgage origination segment qualified for this exclusion as of ~~September~~June 30, ~~2021.~~2022. As of ~~September~~June 30, ~~2021, $99.5~~2022, $36.1 million of loans subject to repurchase under a forbearance agreement had delinquencies on or after April 2020.

Deposits

The banking segment’s major source of funds and liquidity is its deposit base. Deposits provide funding for its investments in loans and securities. Interest paid for deposits must be managed carefully to control the level of interest expense and overall net interest margin. The composition of the deposit base (time deposits versus interest-bearing demand deposits and savings), as discussed in more detail within the section titled “Liquidity and Capital Resources — Banking Segment” below, is constantly changing due to the banking segment’s needs and market conditions. In an effort to assist its customers avoid overdraft-related fees, our banking segment plans to implement certain fee enhancements during the fourth quarter of 2022. Such fee enhancements are not expected to have a material impact on its overall operating results.

The table below presents the average balance of, and rate paid on, consolidated deposits (dollars in thousands).


	Nine Months Ended September 30,								Six Months Ended June 30,
	2021				2020				2022				2021
	Average		Average		Average		Average		Average		Average		Average		Average
	Balance		Rate Paid		Balance		Rate Paid		Balance		Rate Paid		Balance		Rate Paid
Noninterest-bearing demand deposits	$	4,040,649	0.00	%	$	3,182,002	0.00	%	$	4,530,166	0.00	%	$	3,911,205	0.00	%
Interest-bearing demand deposits		5,921,329	0.31	%		5,263,228	0.42	%		6,698,325	0.22	%		5,829,890	0.22	%
Savings deposits		287,282	0.10	%		221,429	0.10	%		344,009	0.05	%		279,481	0.07	%
Time deposits		1,454,340	1.40	%		1,869,877	1.50	%		941,768	0.47	%		1,574,263	0.97	%
	$	11,703,600	0.34	%	$	10,536,536	0.48	%	$	12,514,268	0.16	%	$	11,594,839	0.24	%

~~Table~~The following table presents the scheduled maturities of ~~Contents~~uninsured deposits greater than $250,000 as of June 30, 2022 (in thousands).


Months to maturity:
3 months or less	$	80,368
3 months to 6 months		121,283
6 months to 12 months		94,018
Over 12 months		109,625
	$	405,294

Borrowings

Our consolidated borrowings are shown in the table below (dollars in thousands).


	September 30, 2021				December 31, 2020						June 30, 2022				December 31, 2021
			Average				Average						Average				Average
	Balance		Rate Paid		Balance		Rate Paid		Variance		Balance		Rate Paid		Balance		Rate Paid		Variance
Short-term borrowings	$	747,040	1.28	%	$	695,798	1.46	%	$	51,242	$	822,649	1.13	%	$	859,444	1.22	%	$	(36,795)
Notes payable		395,804	5.66	%		381,987	4.54	%		13,817		389,722	4.46	%		387,904	5.79	%		1,818
Junior subordinated debentures		—	2.74	%		67,012	4.13	%		(67,012)		—	—	%		—	3.45	%		—
	$	1,142,844	1.83	%	$	1,144,797	2.51	%	$	(1,953)	$	1,212,371	2.10	%	$	1,247,348	1.32	%	$	(34,977)

Short-term borrowings consisted of federal funds purchased, securities sold under agreements to repurchase, borrowings at the Federal Home Loan Bank (“FHLB”), short-term bank loans and commercial paper. The ~~increase~~decrease in short-term borrowings at ~~September~~June 30, ~~2021,~~2022, compared with December 31, ~~2020,~~2021, primarily included ~~increases~~decreases in short-term bank loans

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and commercial paper ~~used by~~within the ~~Hilltop Broker-Dealers to finance their activities,~~broker-dealer segment, partially offset by ~~a decrease~~an increase in ~~securities sold under agreements to repurchase~~federal funds purchased by the ~~Hilltop Broker-Dealers.~~banking segment. Notes payable at ~~September~~June 30, ~~2021~~2022 was comprised of ~~$149.1~~$149.2 million related to the Senior Notes, net of loan origination fees, Subordinated Notes, net of origination fees, of ~~$197.0~~$197.2 million and mortgage origination segment borrowings of ~~$49.7~~$43.3 million. As discussed in more detail within the section titled “Liquidity and Capital Resources — Junior Subordinated Debentures” below, during the third quarter of 2021, PCC fully redeemed all outstanding Debentures.

Liquidity and Capital Resources

Hilltop is a financial holding company whose assets primarily consist of the stock of its subsidiaries and invested assets. Hilltop’s primary investment objectives, as a holding company, are to support capital deployment for organic growth and to preserve capital to be deployed through acquisitions, dividend payments and stock repurchases. At ~~September~~June 30, ~~2021,~~2022, Hilltop had ~~$343.1~~$137.6 million in cash and cash equivalents, a decrease of ~~$31.7~~$230.3 million from ~~$374.8~~$367.9 million at December 31, ~~2020.~~2021. This decrease in cash and cash equivalents was primarily due to ~~$29.5~~cash outflows of $442.3 million in stock repurchases related to the tender offer, $23.8 million in cash dividends declared ~~$123.6 million of stock repurchases,~~ and other general corporate expenses, partially offset by the receipt of ~~$217.5~~$265.7 million of dividends from subsidiaries. Subject to regulatory restrictions, Hilltop has received, and may also continue to receive, dividends from its subsidiaries. If necessary or appropriate, we may also finance acquisitions with the proceeds from equity or debt issuances. We believe that Hilltop’s liquidity is sufficient for the foreseeable future, with current short-term liquidity needs including operating expenses, interest on debt obligations, dividend payments to stockholders and potential stock repurchases.

COVID-19

~~As previously discussed, in light~~The COVID-19 pandemic has adversely impacted financial markets and overall economic conditions, and may continue to have implications on our business and operations. The extent of the ~~extreme volatility~~impact of the pandemic on our operational and ~~disruptions~~financial performance for the remainder of 2022 is currently uncertain and will depend on certain developments outside of our control, including, among others, the ongoing distribution and effectiveness of vaccines, emergence of new variants of the virus, government stimulus, the ultimate impact of the pandemic on our customers and clients, and additional, or extended, federal, state and local government orders and regulations that might be imposed in response to the capital and credit markets beginning in March 2020 resulting from the COVID-19 crisis and its negative impact on the economy, we took a number of precautionary actions beginning in March 2020 to enhance our financial flexibility, protect capital, minimize losses and ensure target liquidity levels.pandemic.

To strengthen the Bank’s available liquidity position during 2020, we raised brokered deposits, as well as swept additional deposits from Hilltop Securities into the Bank. At September 30, 2021, given the continued strong cash and liquidity levels at the Bank, brokered deposits declined to approximately $243 million and the total funds swept from Hilltop Securities into the Bank was approximately $800 million. In addition, we continue to evaluate market conditions to determine the appropriateness of capital market inventory limits at Hilltop Securities.

To meet demand for customer loan advances and satisfy our obligations to repay any debt maturing over the next 12 months, we believe we currently have sufficient liquidity from the available on- and off-balance sheet liquidity sources and our ability to issue debt in the capital markets. We continue to review actions that we may take to further enhance our financial flexibility in the event that market conditions deteriorate for an extended period.

Dividend Declaration

On ~~October 28, 2021,~~July 21, 2022, our board of directors declared a quarterly cash dividend of ~~$0.12~~$0.15 per common share, payable on ~~November 30, 2021~~August 26, 2022 to all common stockholders of record as of the close of business on ~~November 15, 2021.~~August 12, 2022.

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Future dividends on our common stock are subject to the determination by the board of directors based on an evaluation of our earnings and financial condition, liquidity and capital resources, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to our common stock and other factors.

Stock Repurchases

In January ~~2021,~~2022, our board of directors authorized a new stock repurchase program through January ~~2022~~2023, pursuant to which we were originally authorized to repurchase, in the aggregate, up to ~~$75.0~~$100.0 million of our outstanding common ~~stock. In July 2021, our board of directors authorized an increase to the aggregate amount of common~~ stock, we may repurchase under this program by $75.0 million to $150.0 million. Then, in October 2021, our board of directors authorized, subject to regulatory review, an increase to the aggregate amount of common stock we may repurchase under this program by $50.0 million to $200.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. Under the stock repurchase program authorized, we may repurchase shares in the open market or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Exchange Act. The extent to which we repurchase our shares and the timing of such repurchases depends upon market conditions and other corporate considerations, as determined by Hilltop’s management team. Repurchased shares will be returned to our pool of authorized but unissued shares of common stock.

~~During~~Tender Offer

On May 2, 2022, we announced the ~~nine months ended September 30, 2021, we paid $123.6 million~~commencement of a modified “Dutch auction” tender offer to ~~repurchase~~purchase shares of our common stock for an aggregate cash purchase price of ~~3,632,482~~up to $400 million, inclusive of the aforementioned stock repurchase program. On May 27, 2022, including the exercise of our right to purchase up to an additional 2% of our outstanding shares, we completed our tender offer, repurchasing 14,868,469 shares of outstanding common stock at a ~~weighted average~~ price of ~~$34.01~~$29.75 per ~~share. The purchases were~~share for a total of $442.3 million, excluding fees and expenses. We funded ~~from~~the tender offer with cash on hand. As a result of share repurchases during 2022, we have no further available ~~cash balances.~~share repurchase capacity associated with our previously authorized stock repurchase program.

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Senior Notes due 2025

The Senior Notes bear interest at a rate of 5% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year, commencing on October 15, 2015. The Senior Notes will mature on April 15, 2025, unless we redeem the Senior Notes, in whole at any time or in part from time to time, on or after January 15, 2025 (three months prior to the maturity date of the Senior Notes) at our election at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. At ~~September~~June 30, ~~2021,~~2022, $150.0 million of our Senior Notes was outstanding.

Subordinated Notes due 2030 and 2035

On May 7, 2020, we completed a public offering of $50 million aggregate principal amount of 2030 Subordinated Notes and $150 million aggregate principal amount of 2035 Subordinated Notes. The price to the public for the Subordinated Notes was 100% of the principal amount of the Subordinated Notes. The net proceeds from the offering, after deducting underwriting discounts and fees and expenses of $3.4 million, were $196.6 million.

The 2030 Subordinated Notes and the 2035 Subordinated Notes will mature on May 15, 2030 and May 15, 2035, respectively. We may redeem the Subordinated Notes, in whole or in part, from time to time, subject to obtaining Federal Reserve approval, beginning with the interest payment date of May 15, 2025 for the 2030 Subordinated Notes and beginning with the interest payment date of May 15, 2030 for the 2035 Subordinated Notes at a redemption price equal to 100% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest to but excluding the date of redemption.

The 2030 Subordinated Notes bear interest at a rate of 5.75% per year, payable semi-annually in arrears commencing on November 15, 2020. The interest rate for the 2030 Subordinated Notes will reset quarterly beginning May 15, 2025 to an interest rate, per year, equal to the then-current benchmark rate, which is expected to be three-month term SOFR rate, plus 5.68%, payable quarterly in arrears. The 2035 Subordinated Notes bear interest at a rate of 6.125% per year, payable semi-annually in arrears commencing on November 15, 2020. The interest rate for the 2035 Subordinated Notes will reset quarterly beginning May 15, 2030 to an interest rate, per year, equal to the then-current benchmark rate, which is expected to be three-month term SOFR rate plus 5.80%, payable quarterly in arrears. At ~~September~~June 30, ~~2021,~~2022, $200.0 million of our Subordinated Notes was outstanding.

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Junior Subordinated Debentures

Following receipt of regulatory approval, induring June, July and August 2021, PCC submitted to the ~~trustee~~trustees of ~~one~~each of the statutory trusts a notice to redeem in full outstanding Debentures ~~in the principal amount~~ of ~~$18.0~~$67.0 million ~~on July 31, 2021 (which~~issued by PCC, which resulted in the full redemption to the holders of the associated preferred securities and common ~~securities).~~

~~Subsequently,~~securities during ~~July and August 2021, PCC submitted to~~ the ~~trustees~~third quarter of each of the three remaining statutory trusts a notice to redeem in full outstanding Debentures in the aggregate principal amount of $49.0 million during September 2021 (which resulted in the full redemption to the holders of the associated preferred securities and common securities).2021.

The Debentures, which were held by four statutory trusts created for the sole purpose of issuing and selling preferred securities and common securities used to acquire the Debentures, had an original stated term of 30 years with original maturities ranging from July 2031 to February 2038. The Debentures were callable at PCC’s discretion with a minimum of a 45- to 60- day notice. At ~~September~~June 30, ~~2021,~~2022, PCC had no remaining borrowings associated with the Debentures. The redemptions noted above were funded from available cash balances held at PCC.

Regulatory Capital

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy and regulatory requirements, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

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The following table shows PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer ratio in effect at ~~September~~June 30, ~~2021~~2022 (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Actual capital amounts and ratios as of ~~September~~June 30, ~~2021~~2022 reflect PlainsCapital’s and Hilltop’s decision to elect the transition option as issued by the federal banking regulatory agencies in March 2020 that permits banking institutions to mitigate the estimated cumulative regulatory capital effects from CECL over a five-year transitionary period.


					Minimum								Minimum
					Capital								Capital
					Requirements								Requirements
					Including								Including
					Conservation		To Be Well						Conservation		To Be Well
	September 30, 2021				Buffer		Capitalized		June 30, 2022				Buffer		Capitalized
	Amount		Ratio		Ratio		Ratio		Amount		Ratio		Ratio		Ratio
Tier 1 capital (to average assets):
PlainsCapital	$	1,398,761	10.02	%	4.0	%	5.0	%	$	1,406,640	9.67	%	4.0	%	5.0	%
Hilltop		2,209,309	12.64	%	4.0	%	N/A			1,853,729	10.53	%	4.0	%	N/A
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,398,761	15.40	%	7.0	%	6.5	%		1,406,640	14.65	%	7.0	%	6.5	%
Hilltop		2,209,309	21.28	%	7.0	%	N/A			1,853,729	17.24	%	7.0	%	N/A
Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,398,761	15.40	%	8.5	%	8.0	%		1,406,640	14.65	%	8.5	%	8.0	%
Hilltop		2,209,309	21.28	%	8.5	%	N/A			1,853,729	17.24	%	8.5	%	N/A
Total capital (to risk-weighted assets):
PlainsCapital		1,482,471	16.32	%	10.5	%	10.0	%		1,492,639	15.55	%	10.5	%	10.0	%
Hilltop		2,492,353	24.00	%	10.5	%	N/A			2,139,683	19.90	%	10.5	%	N/A

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We discuss regulatory capital requirements in more detail in Note 1716 to our consolidated financial statements, as well as under the caption “Government Supervision and Regulation — Corporate — Capital Adequacy Requirements and BASEL III” set forth in Part I, Item I. of our ~~2020~~2021 Form 10-K.

Banking Segment

Within our banking segment, our primary uses of cash are for customer withdrawals and extensions of credit as well as our borrowing costs and other operating expenses. Our corporate treasury group is responsible for continuously monitoring our liquidity position to ensure that our assets and liabilities are managed in a manner that will meet our short-term and long-term cash requirements. Our goal is to manage our liquidity position in a manner such that we can meet our customers’ short-term and long-term deposit withdrawals and anticipated and unanticipated increases in loan demand without penalizing earnings. Funds invested in short-term marketable instruments, the continuous maturing of other interest-earning assets, cash flows from self-liquidating investments such as mortgage-backed securities and collateralized mortgage obligations, the possible sale of available for sale securities and the ability to securitize certain types of loans provide sources of liquidity from an asset perspective. The liability base provides sources of liquidity through deposits and the maturity structure of short-term borrowed funds. For short-term liquidity needs, we utilize federal fund lines of credit with correspondent banks, securities sold under agreements to repurchase, borrowings from the Federal Reserve and borrowings under lines of credit with other financial institutions. For intermediate liquidity needs, we utilize advances from the FHLB. To supply liquidity over the longer term, we have access to brokered time deposits, term loans at the FHLB and borrowings under lines of credit with other financial institutions.

As previously discussed, to meet increased liquidity demands and ensure availability of adequate cash to meet both expected and unexpected funding needs without adversely affecting our daily operations and to improve the Bank’s already strong liquidity position, we raised brokered deposits during 2020 that have a remaining balance of approximately $243 million at September 30, 2021, down from approximately $731 million at December 31, 2020. Further, beginning in March 2020, additional deposits were swept from Hilltop Securities into the Bank. Since June 30, 2020, givenGiven the continued strong cash and liquidity levels at the Bank, the ~~total funds swept from Hilltop Securities into the Bank was reduced, and is approximately $800 million as of September 30, 2021. As a result, the Bank was able to further fortify its~~Bank’s borrowing capacity ~~through~~available liquidity position and access to secured funding sources continues to be at a heightened level as summarized in the following table (in millions).


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
FHLB capacity	$	4,411	$	4,410	$	4,146	$	4,221
Investment portfolio (available)		1,455		982		1,567		1,478
Fed deposits (excess daily requirements)		2,302		875		1,602		2,686
	$	8,168	$	6,267	$	7,315	$	8,385

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As noted in the table above, the Bank’s available liquidity position and borrowing capacity at ~~September~~June 30, ~~2021~~2022 continues to be at a heightened ~~level given the uncertain outlook for 2021 and into 2022 due to the COVID-19 pandemic. While the extent to which COVID-19 will impact the Bank remains uncertain, the~~level. The Bank is targeting available liquidity of between approximately $5 billion and $6 billion during the remainder of ~~2021.~~2022 given general economic uncertainties. Available liquidity does not include borrowing capacity available through the discount window at the Federal Reserve.

Within our banking segment, deposit flows are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. ~~While the Bank began to experience an increase in non-brokered customer deposits during 2020, an~~An economic recovery and improved commercial real estate investment outlook may result in an outflow of deposits at an accelerated pace as customers utilize such available funds for expanded operations and investment opportunities. The Bank regularly evaluates its deposit products and pricing structures relative to the market to maintain competitiveness over time.

The Bank’s 15 largest depositors, excluding Hilltop and Hilltop Securities, collectively accounted for ~~8.96%~~10.86% of the Bank’s total deposits, and the Bank’s five largest depositors, excluding Hilltop and Hilltop Securities, collectively accounted for ~~4.44%~~6.01% of the Bank’s total deposits at ~~September~~June 30, ~~2021.~~2022. The loss of one or more of our largest Bank customers, or a significant decline in our deposit balances due to ordinary course fluctuations related to these customers’ businesses, could adversely affect our liquidity and might require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short-term basis to replace such deposits.

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Broker-Dealer Segment

The Hilltop Broker-Dealers rely on their equity capital, short-term bank borrowings, interest-bearing and noninterest-bearing client credit balances, correspondent deposits, securities lending arrangements, repurchase agreement financing, commercial paper issuances and other payables to finance their assets and operations, subject to their respective compliance with broker-dealer net capital and customer protection rules. At ~~September~~June 30, ~~2021,~~2022, Hilltop Securities had credit arrangements with four unaffiliated banks, with maximum aggregate commitments of up to $600.0 million. These credit arrangements are used to finance securities owned, securities held for correspondent accounts, receivables in customer margin accounts and underwriting activities. These credit arrangements are provided on an “as offered” basis and are not committed lines of credit. In addition, Hilltop Securities has committed revolving credit facilities with three unaffiliated banks, with aggregate availability of up to $250.0 million. At ~~September~~June 30, ~~2021,~~2022, Hilltop Securities had ~~borrowed $64.0 million~~no borrowings under its credit arrangements ~~and had no borrowings under~~or its credit facilities.

Hilltop Securities uses the net proceeds (after deducting related issuance expenses) from the sale of two commercial paper programs for general corporate purposes, including working capital and the funding of a portion of its securities inventories. The commercial paper notes (“CP Notes”) may be issued with maturities of 14 days to 270 days from the date of issuance. The ~~commercial paper notes (“~~CP ~~Notes”)~~Notes are issued under two separate programs, Series 2019-1 CP Notes and Series 2019-2 CP Notes, in maximum aggregate amounts of $300 million and $200 million, respectively. As of ~~September~~June 30, ~~2021,~~2022, the weighted average maturity of the CP Notes was ~~159~~160 days at a rate of ~~1.06%~~1.80% with a weighted average remaining life of 8570 days. At ~~September~~June 30, ~~2021,~~2022, the aggregate amount outstanding under these secured arrangements was ~~$367.9~~289.1 million, which was collateralized by securities held for firm accounts valued at ~~$400.5~~$315.3 million.

Mortgage Origination Segment

PrimeLending funds the mortgage loans it originates through a warehouse ~~lines~~line of credit maintained with the Bank, which ~~have~~has an aggregate commitment of ~~$3.3~~$2.7 billion, of which ~~$1.8~~$1.3 billion was drawn at ~~September~~June 30, ~~2021.~~2022. PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market, historically with the majority with servicing released. As these mortgage loans are sold in the secondary market, PrimeLending pays down its warehouse line of credit with the Bank. In addition, PrimeLending has an available line of credit with an unaffiliated bank of up to $1.0 million, of which no borrowings were drawn at ~~September~~June 30, ~~2021.~~2022.

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”) which holds an ownership interest in and is the managing member of certain ABAs. At ~~September~~June 30, ~~2021,~~2022, these ABAs had combined available lines of credit totaling ~~$145.0~~$215.0 million, ~~$55.0~~$80.0 million of which was with a single unaffiliated bank, and the remaining ~~$90.0~~$135.0 million of which was with the Bank. At ~~September~~June 30, ~~2021,~~2022, Ventures Management had outstanding borrowings of ~~$69.4~~$84.0 million, ~~$19.7~~$40.7 million of which was with the Bank.

~~Impact~~Table of ~~Inflation~~Contents

Other Material Contractual Obligations, Off-Balance Sheet Arrangements, Commitments and ~~Changing Prices~~Guarantees

~~Our consolidated financial statements included herein~~Since December 31, 2021, there have been prepared in accordance with GAAP, which presently require us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating costs. In management’s opinion,no material changes in ~~interest rates affect~~other material contractual obligations disclosed within the ~~financial condition~~section captioned “Other Material Contractual Obligations, Off-Balance Sheet Arrangements, Commitments and Guarantees” set forth in Part II, Item 7 of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the U.S. government, its agencies and various other governmental regulatory authorities.2021 Form 10-K.

~~Off-Balance Sheet Arrangements; Commitments; Guarantees~~

InAdditionally, in the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.

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Banking Segment

We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards until the time of loan funding. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. We assess the credit risk associated with certain commitments to extend credit and have recorded a liability related to such credit risk in our consolidated financial statements.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third-party. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

Broker-Dealer Segment

~~In the normal course of business, the~~The Hilltop Broker-Dealers execute, settle and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the account of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

Impact of Inflation and Changing Prices

Our consolidated financial statements included herein have been prepared in accordance with GAAP, which presently require us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating costs. Historically, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the U.S. government, its agencies and various other governmental regulatory authorities.

Critical Accounting Estimates

We have identified certain accounting estimates which involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our accounting policies are ~~fundamental~~more fully described in Note 1 to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in ourthe consolidated financial statements. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. The ~~significant~~critical accounting ~~policies~~estimates, as summarized below, which we

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believe to be the most critical in preparing our consolidated financial statements relate to allowance for credit losses, mortgage servicing rights asset, goodwill and identifiable intangible assets, mortgage loan indemnification liability ~~mortgage servicing rights asset~~ and acquisition accounting. Since December 31, ~~2020,~~2021, there have been no changes in critical accounting ~~policies~~estimates as further described under “Critical Accounting ~~Policies and~~ Estimates” ~~and Note 1 to the Consolidated Financial Statements~~ in our ~~2020~~2021 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our assessment of market risk as of ~~September~~June 30, ~~2021~~2022 indicates there are no material changes in the quantitative and qualitative disclosures from those previously reported in our ~~2020~~2021 Form 10-K, except as discussed below.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. Market risk represents the risk of loss that may result from changes in value of a financial instrument as a result of changes in interest rates, market prices and the credit perception of an issuer. The disclosure is not meant to be a precise indicator of expected future losses, but rather an indicator of reasonably possible losses, and therefore our actual results may differ from any of the following projections. This forward-looking information provides an indicator of how we view and manage our ongoing market risk exposures.

Banking Segment

The banking segment is engaged primarily in the business of investing funds obtained from deposits and borrowings in interest-earning loans and investments, and our primary component of market risk is sensitivity to changes in interest rates. Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between interest income on loans and investments and our interest expense on deposits and borrowings. To the extent

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that our interest-bearing liabilities do not reprice or mature at the same time as our interest-bearing assets, we are subject to interest rate risk and corresponding fluctuations in net interest income.

There are several common sources of interest rate risk that must be effectively managed if there is to be minimal impact on our earnings and capital. Repricing risk arises largely from timing differences in the pricing of assets and liabilities. Reinvestment risk refers to the reinvestment of cash flows from interest payments and maturing assets at lower or higher rates. Basis risk exists when different yield curves or pricing indices do not change at precisely the same time or in the same magnitude such that assets and liabilities with the same maturity are not all affected equally. Yield curve risk refers to unequal movements in interest rates across a full range of maturities.

We have employed asset/liability management policies that attempt to manage our interest-earning assets and interest-bearing liabilities, thereby attempting to control the volatility of net interest income, without having to incur unacceptable levels of risk. We employ procedures which include interest rate shock analysis, repricing gap analysis and balance sheet decomposition techniques to help mitigate interest rate risk in the ordinary course of business. In addition, the asset/liability management policies permit the use of various derivative instruments to manage interest rate risk or hedge specified assets and liabilities.

An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate change in line with general market interest rates. The management of interest rate risk is performed by analyzing the maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time (“GAP”) and by analyzing the effects of interest rate changes on net interest income over specific periods of time by projecting the performance of the mix of assets and liabilities in varied interest rate environments. Interest rate sensitivity reflects the potential effect on net interest income resulting from a movement in interest rates. A company is considered to be asset sensitive, or have a positive GAP, when the amount of its interest-earning assets maturing or repricing within a given period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. Conversely, a company is considered to be liability sensitive, or have a negative GAP, when the amount of its interest-bearing liabilities maturing or repricing within a given period exceeds the amount of its interest-earning assets also maturing or repricing within that time period. During a period of rising interest rates, a negative GAP would tend to affect net interest income adversely, while a positive GAP would tend to result in an increase in net interest income. During a period of falling interest rates, a negative GAP would tend to result in an increase in net interest income, while a positive GAP would tend to affect net interest income adversely. However, it is our intent to remain relatively balanced so that changes in rates do not have a significant impact on earnings.

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As illustrated in the table below, the banking segment is asset sensitive overall. Loans that adjust daily or monthly to the Wall Street Journal Prime rate comprise a large percentage of interest sensitive assets and are the primary cause of the banking segment’s asset sensitivity. To help neutralize interest rate sensitivity, the banking segment has kept the terms of most of its borrowings under one year as shown in the following table (dollars in thousands).


	September 30, 2021																	June 30, 2022
	3 Months or			> 3 Months to			> 1 Year to			> 3 Years to								3 Months or			> 3 Months to			> 1 Year to			> 3 Years to
	Less			1 Year			3 Years			5 Years			> 5 Years			Total		Less			1 Year			3 Years			5 Years			> 5 Years			Total
Interest sensitive assets:
Loans	$	5,115,096		$	1,211,230		$	1,512,246		$	634,419		$	262,270		$	8,735,261	$	4,550,836		$	1,295,023		$	1,807,716		$	736,772		$	399,740		$	8,790,087
Securities		237,536			257,390			570,740			409,557			765,752			2,240,975		523,730			238,473			459,174			359,500			1,052,373			2,633,250
Federal funds sold and securities purchased under agreements to resell		406			—			—			—			—			406		39,022			—			—			—			—			39,022
Other interest sensitive assets		2,315,438			—			—			—			29,497			2,344,935		1,615,616			—			—			—			29,559			1,645,175
Total interest sensitive assets		7,668,476			1,468,620			2,082,986			1,043,976			1,057,519			13,321,577		6,729,204			1,533,496			2,266,890			1,096,272			1,481,672			13,107,534

Interest sensitive liabilities:
Interest bearing checking	$	6,062,553		$	—		$	—		$	—		$	—		$	6,062,553	$	5,756,663		$	—		$	—		$	—		$	—		$	5,756,663
Savings		306,755			—			—			—			—			306,755		328,619			—			—			—			—			328,619
Time deposits		464,458			529,474			114,714			32,152			3			1,140,801		232,395			482,082			181,811			20,018			—			916,306
Notes payable and other borrowings		161,367			186			582			734			2,789			165,658		353,234			156			493			631			2,468			356,982
Total interest sensitive liabilities		6,995,133			529,660			115,296			32,886			2,792			7,675,767		6,670,911			482,238			182,304			20,649			2,468			7,358,570

Interest sensitivity gap	$	673,343		$	938,960		$	1,967,690		$	1,011,090		$	1,054,727		$	5,645,810	$	58,293		$	1,051,258		$	2,084,586		$	1,075,623		$	1,479,204		$	5,748,964

Cumulative interest sensitivity gap	$	673,343		$	1,612,303		$	3,579,993		$	4,591,083		$	5,645,810				$	58,293		$	1,109,551		$	3,194,137		$	4,269,760		$	5,748,964

Percentage of cumulative gap to total interest sensitive assets		5.05	%		12.10	%		26.87	%		34.46	%		42.38	%				0.44	%		8.46	%		24.37	%		32.57	%		43.86	%

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The positive GAP in the interest rate analysis indicates that banking segment net interest income would generally rise if rates increase. Because of inherent limitations in interest rate GAP analysis, the banking segment uses multiple interest rate risk measurement techniques. Simulation analysis is used to subject the current repricing conditions to rising and falling interest rates in increments and decrements of 50 to 100 basis points to determine the effect on net interest income changes for the next twelve months. The banking segment also measures the effects of changes in interest rates on economic value of equity by discounting projected cash flows of deposits and loans. Economic value changes in the investment portfolio are estimated by discounting future cash flows and using duration analysis. Investment security prepayments are estimated using current market information. We believe the simulation analysis presents a more accurate picture than the GAP analysis. Simulation analysis recognizes that deposit products may not react to changes in interest rates as quickly or with the same magnitude as earning assets contractually tied to a market rate index. The sensitivity to changes in market rates varies across deposit products. Also, unlike GAP analysis, simulation analysis takes into account the effect of embedded options in the securities and loan portfolios as well as any off-balance sheet derivatives.

The table below shows the estimated impact of a range of changes in interest rates on net interest income and on economic value of equity for the banking segment at ~~September~~June 30, ~~2021~~2022 (dollars in thousands).


Change in	Changes in				Changes in				Changes in				Changes in
Interest Rates	Net Interest Income				Economic Value of Equity				Net Interest Income				Economic Value of Equity
(basis points)	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
+300	$	121,570	34.34	%	$	580,478	32.17	%	$	85,287	18.41	%	$	237,828	11.05	%
+200	$	78,848	22.27	%	$	416,627	23.09	%	$	56,063	12.10	%	$	155,782	7.24	%
+100	$	37,526	10.60	%	$	228,998	12.69	%	$	28,616	6.18	%	$	97,670	4.54	%
-50	$	(6,124)	(1.73)	%	$	(302,911)	(16.79)	%	$	(21,803)	(4.71)	%	$	(16,093)	(0.75)	%

The projected changes in net interest income and economic value of equity to changes in interest rates at ~~September~~June 30, ~~2021~~2022 were in compliance with established internal policy guidelines. These projected changes are based on numerous assumptions of growth and changes in the mix of assets or liabilities. The projected changes in net interest income are being impacted by the heightened level of cash balances, which represent a significant portion of the Bank’s sensitivity given simulation analysis assumptions/limitations. As a result, the timing and magnitude of future changes in interest rates and any runoff of deposits, and related decline in cash, may impact projected changes in net interest income as noted in the table above.

Our portfolio includes loans that periodically reprice or mature prior to the end of an amortized term. Some of our variable-rate loans remain at applicable rate floors, which may delay and/or limit changes in interest income during a

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period of changing rates. If interest rates were to fall, the impact on our interest income would be limited by these rate floors. In addition, declining interest rates may negatively affect our cost of funds on deposits. The extent of this impact will ultimately be driven by the timing, magnitude and frequency of interest rate and yield curve movements, as well as changes in market conditions and timing of management strategies. If interest rates were to rise, yields on the portion of our portfolio that remain at applicable rate floors would rise more slowly than increases in market interest rates. Any changes in interest rates across the term structure will continue to impact net interest income and net interest margin. The impact of rate movements will change with the shape of the yield curve, including any changes in steepness or flatness and inversions at any points on the yield curve.

Broker-Dealer Segment

Our broker-dealer segment is exposed to market risk primarily due to its role as a financial intermediary in customer transactions, which may include purchases and sales of securities, use of derivatives and securities lending activities, and in our trading activities, which are used to support sales, underwriting and other customer activities. We are subject to the risk of loss that may result from the potential change in value of a financial instrument as a result of fluctuations in interest rates, market prices, investor expectations and changes in credit ratings of the issuer.

Our broker-dealer segment is exposed to interest rate risk as a result of maintaining inventories of interest rate sensitive financial instruments and other interest-earning assets including customer and correspondent margin loans and receivables and securities borrowing activities. Our funding sources, which include customer and correspondent cash balances, bank borrowings, repurchase agreements and securities lending activities, also expose the broker-dealer to interest rate risk. Movement in short-term interest rates could reduce the positive spread between the broker-dealer segment’s interest income and interest expense.

With respect to securities held, our interest rate risk is managed by setting and monitoring limits on the size and duration of positions and on the length of time securities can be held. Much of the interest rates on customer and correspondent

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margin loans and receivables are indexed and can vary daily. Our funding sources are generally short term with interest rates that can vary daily.

The following table categorizes the broker-dealer segment’s net trading securities which are subject to interest rate and market price risk (dollars in thousands).


	September 30, 2021															June 30, 2022
	1 Year			> 1 Year			> 5 Years									1 Year			> 1 Year			> 5 Years
	or Less			to 5 Years			to 10 Years			> 10 Years			Total			or Less			to 5 Years			to 10 Years			> 10 Years			Total
Trading securities, at fair value
Municipal obligations	$	2,863		$	5,462		$	37,814		$	217,905		$	264,044		$	423		$	24,722		$	53,546		$	148,295		$	226,986
U.S. government and government agency obligations		13			(6,908)			(24,640)			219,363			187,828			13,667			(4,208)			(9,866)			224,796			224,389
Corporate obligations		(1,337)			3,710			11,524			30,130			44,027			(11,191)			5,297			2,086			17,456			13,648
Total debt securities		1,539			2,264			24,698			467,398			495,899			2,899			25,811			45,766			390,547			465,023
Corporate equity securities		(4,257)			—			—			—			(4,257)			(13,730)			—			—			—			(13,730)
Other		4,973			—			—			—			4,973			5,912			—			—			—			5,912
	$	2,255		$	2,264		$	24,698		$	467,398		$	496,615		$	(4,919)		$	25,811		$	45,766		$	390,547		$	457,205

Weighted average yield
Municipal obligations		0.00	%		4.29	%		4.76	%		3.25	%		3.45	%		4.15	%		3.45	%		3.28	%		4.35	%		4.00	%
U.S. government and government agency obligations		0.08	%		0.72	%		1.23	%		4.83	%		4.10	%		3.13	%		2.86	%		2.87	%		5.40	%		4.69	%
Corporate obligations		1.05	%		2.58	%		2.48	%		2.82	%		2.57	%		3.87	%		4.86	%		4.76	%		4.40	%		4.58	%

Derivatives are used to support certain customer programs and hedge our related exposure to interest rate risks.

Our broker-dealer segment is engaged in various brokerage and trading activities that expose us to credit risk arising from potential non-performance from counterparties, customers or issuers of securities. This risk is managed by setting and monitoring position limits for each counterparty, conducting periodic credit reviews of counterparties, reviewing concentrations of securities and conducting business through central clearing organizations.

Collateral underlying margin loans to customers and correspondents and with respect to securities lending activities is marked to market daily and additional collateral is required as necessary.

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Mortgage Origination Segment

Within our mortgage origination segment, our principal market exposure is to interest rate risk due to the impact on our mortgage-related assets and commitments, including mortgage loans held for sale, IRLCs and MSR. Changes in interest rates could also materially and adversely affect our volume of mortgage loan originations.

IRLCs represent an agreement to extend credit to a mortgage loan applicant, whereby the interest rate on the loan is set prior to funding. Our mortgage loans held for sale, which we hold in inventory while awaiting sale into the secondary market, and our IRLCs are subject to the effects of changes in mortgage interest rates from the date of the commitment through the sale of the loan into the secondary market. As a result, we are exposed to interest rate risk and related price risk during the period from the date of the lock commitment until (i) the lock commitment cancellation or expiration date or (ii) the date of sale into the secondary mortgage market. Loan commitments generally range from 20 to 60 days, and our average holding period of the mortgage loan from funding to sale is approximately 30 days. An integral component of our interest rate risk management strategy is our execution of forward commitments to sell MBSs to minimize the impact on earnings resulting from significant fluctuations in the fair value of mortgage loans held for sale and IRLCs caused by changes in interest rates.

We have expanded, and may continue to expand, our residential mortgage servicing operations within our mortgage origination segment. As a result of our mortgage servicing business, we have a portfolio of retained MSR. One of the principal risks associated with MSR is that in a declining interest rate environment, they will likely lose a substantial portion of their value as a result of higher than anticipated prepayments. Moreover, if prepayments are greater than expected, the cash we receive over the life of the mortgage loans would be reduced. The mortgage origination segment uses derivative financial instruments, including U.S. Treasury bond futures and options, Eurodollar futures and forward MBS commitments, as a means to mitigate market risk associated with MSR assets. No hedging strategy can protect us completely, and hedging strategies may fail because they are improperly designed, improperly executed and documented or based on inaccurate assumptions and, as a result, could actually increase our risks and losses. The increasing size of our MSR portfolio may increase our interest rate risk and, correspondingly, the volatility of our earnings, especially if we cannot adequately hedge the interest rate risk relating to our MSR.

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The goal of our interest rate risk management strategy within our mortgage origination segment is not to eliminate interest rate risk, but to manage it within appropriate limits. To mitigate the risk of loss, we have established policies and procedures, which include guidelines on the amount of exposure to interest rate changes we are willing to accept.

Consolidated

At June 30, 2022, total debt obligations on our consolidated balance sheet, excluding short-term borrowings and unamortized debt issuance costs and premiums, were $393 million, and included $350 million in debt obligations subject to fixed interest rates, with the remainder of indebtedness subject to variable interest rates. If interest rates were to increase by one eighth of one percent (0.125%), the increase in interest expense on the variable rate debt would not have a significant impact on our future consolidated earnings or cash flows.

As noted above within the discussion for each business segment, on a consolidated basis, our primary component of market risk is sensitivity to changes in interest rates. Consequently, and in large part due to the significance of our banking segment, our consolidated earnings depend to a significant extent on our net interest income. Refer to the discussion in the “Banking Segment” section above that provides more details regarding sources of interest rate risk and asset/liability management policies and procedures employed to manage our interest-earning assets and interest-bearing liabilities, thereby attempting to control the volatility of net interest income, without having to incur unacceptable levels of risk.

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The table below shows the estimated impact of a range of changes in interest rates on net interest income on a consolidated basis at June 30, 2022 (dollars in thousands).


Change in	Changes in
Interest Rates	Net Interest Income
(basis points)	Amount		Percent
+300	$	120,285	23.77	%
+200	$	79,227	15.65	%
+100	$	40,141	7.93	%
-50	$	(33,681)	(6.66)	%

The projected changes in net interest income to changes in interest rates at June 30, 2022 were in compliance with established internal policy guidelines. These projected changes are based on numerous assumptions of growth and changes in the mix of assets or liabilities. The projected changes in net interest income are being impacted by the heightened level of cash balances, which represent a significant portion of our asset sensitivity given simulation analysis assumptions/limitations. As a result, the timing and magnitude of future changes in interest rates including runoff of deposits, and related decline in cash, may impact projected changes in net interest income as noted in the table above.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the ~~third~~second fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of material pending legal proceedings, see the discussion set forth under the heading “Legal Matters” in Note 1413 to our Consolidated Financial Statements, which is incorporated by reference herein.

Item 1A. Risk Factors.

Except as set forth below, there have been no material changes to the risk factors disclosed under “Item 1A. Risk Factors” of our ~~2020~~2021 Form 10-K. For additional information concerning our risk factors, please refer to “Item 1A. Risk Factors” of our ~~2020~~2021 Form 10-K.

~~Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.~~

Concerns over the long-term impacts of climate change have led, and will continue to lead, to governmental efforts in the United States to mitigate those impacts. Consumers and businesses also may change their behavior as a result of these concerns. We and our customers will need to respond to new laws and regulations, as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions and operating process changes. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Within Texas, where our banking operations are primarily located and in which we have a significant presence for our broker-dealer and mortgage origination segments, a shift in the current state of the energy industry reflecting a transition from carbon intensive activities to low-carbon or “green” technologies and processes could have a more profound impact on our customers, consumer behavior and the economy. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table details our repurchases of shares of common stock during the three months ended ~~September~~June 30, ~~2021.~~2022.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)		Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 - July 31, 2021	78,176	$	32.05	78,176	$	98,055,959
August 1 - August 31, 2021	1,704,567		33.13	1,704,567		41,580,453
September 1 - September 30, 2021	459,018		32.94	459,018		26,458,347
April 1 - April 30, 2022							—	$	—	—	$	100,000,000
May 1 - May 31, 2022							14,868,469		29.75	14,868,469		—
June 1 - June 30, 2022							—		—	—		—
Total	2,241,761	$	33.06	2,241,761			14,868,469	$	29.75	14,868,469

(1)

On January ~~22, 2021, we announced that~~27, 2022, our board of directors authorized a new stock repurchase program ~~under~~through January 2023, pursuant to which we were originally authorized to repurchase, in the aggregate, up to ~~$75.0~~$100.0 million of our outstanding common stock, through January 2022. In July 2021, our board of directors authorized an increase to the aggregate amount of common stock we may repurchase under this program by $75.0 million to $150.0 million. Then, in October 2021, our board of directors authorized, subject to regulatory review, an increase to the aggregate amount of common stock we may repurchase under this program by $50.0 million to $200.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. On May 2, 2022, we announced that we would purchase shares of our common stock up to $400 million, inclusive of the aforementioned stock repurchase program, through a modified “Dutch auction” tender offer. On May 27, 2022, including the exercise of our right to purchase up to an additional 2% of our outstanding shares, we completed our tender offer, repurchasing 14,868,469 shares of outstanding common stock at a price of $29.75 per share for a total of $442.3 million, excluding fees and expenses. The number of shares eligible for purchase under the tender offer was indeterminable and therefore is not included in this column.

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Item 6. Exhibits.


Exhibit Number		Description of Exhibit

~~2.1#~~		Stock Purchase Agreement by and among Hilltop Holdings Inc., ARC Insurance Holdings, Inc., Align NL Holdings, LLC and, for limited purposes set forth therein, Align Financial Holdings, LLC and MGI Holdings, Inc., dated January 30, 2020 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed February 5, 2020 (File No. 001-31987) and incorporated herein by reference).

~~2.2#~~		First Amendment to Stock Purchase Agreement by and among Hilltop Holdings Inc., ARC Insurance Holdings, Inc., Align NL Holdings, LLC and, for limited purposes set forth therein, Align Financial Holdings, LLC and MGI Holdings, Inc., dated June 30, 2020 (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed July 1, 2020 (File No. 001-31987) and incorporated herein by reference).

31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

** Furnished herewith.

#	Schedules and similar attachments have been omitted from this Exhibit pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the SEC upon request.

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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 thereunto duly authorized.


	HILLTOP HOLDINGS INC.

Date: ~~October 28, 2021~~July 25, 2022	By:	/s/ William B. Furr
		William B. Furr
		Chief Financial Officer (Principal Financial Officer and duly authorized officer)

9689


PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income (Loss)	5
	Consolidated Statements of Stockholders’ Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4441

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8982

Item 4.	Controls and Procedures	9386


PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	9487

Item 1A.	Risk Factors	9487

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9487

Item 6.	Exhibits	9588


	Three Months Ended		Nine Months Ended
	September 30, 2020		September 30, 2020
Interest income:
Securities:
Taxable	$	—	$	1,752
Other		—		71
Total interest income		—		1,823

Interest expense:
Notes payable		—		775

Noninterest income:
Net insurance premiums earned		—		65,077
Other		—		3,051
Total noninterest income		—		68,128

Noninterest expense:
Employees' compensation and benefits		—		6,002
Occupancy and equipment, net		—		464
Professional services		—		18,201
Loss and loss adjustment expenses		—		38,419
Other		—		3,987
Total noninterest expense		—		67,073

Income from discontinued operations before income taxes		—		2,103
Gain on disposal of discontinued operations		736		33,077
Income tax expense		—		518
Income from discontinued operations, net of income taxes	$	736	$	34,662


	Balance,		Transition		Provision for				Recoveries on		Balance,
	Beginning of		Adjustment		(Reversal of)		Loans		Charged Off		End of
Three Months Ended September 30, 2021	Period		CECL		Credit Losses		Charged Off		Loans		Period
Commercial real estate	$	77,633	$	—	$	(8,993)	$	(124)	$	19	$	68,535
Commercial and industrial		27,866		—		2,398		(317)		598		30,545
Construction and land development		5,185		—		(85)		—		—		5,100
1-4 family residential		3,659		—		946		(87)		20		4,538
Consumer		592		—		(41)		(73)		26		504
Broker-dealer		334		—		(44)		—		—		290
Total	$	115,269	$	—	$	(5,819)	$	(601)	$	663	$	109,512


	Operating Leases		Finance Leases
2021	$	444	$	307
2022		33,994		1,241
2023		29,196		1,280
2024		21,068		1,163
2025		15,669		886
Thereafter		51,163		1,411
Total minimum lease payments		151,534		6,288
Less amount representing interest		(17,238)		(1,938)
Lease liabilities	$	134,296	$	4,350