Hilltop (HTH) 8-K Hilltop Holdings Inc. Announces Financial Results for Third Quarter 2015

Exhibit 99.1

Investor Relations Contact:

Isabell Novakov

214-252-4029

inovakov@plainscapital.com

Hilltop Holdings Inc. Announces Financial Results for Third Quarter 2015

DALLAS — (BUSINESS WIRE) November 2, 2015 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the third quarter of 2015. Hilltop produced income to common stockholders of $46.9 million, or $0.47 per diluted share, for the third quarter of 2015, compared to $23.4 million, or $0.26 per diluted share, for the third quarter of 2014. Hilltop’s annualized return on average assets and return on average equity for the third quarter of 2015 were 1.49% and 10.97%, respectively. The return on average assets and return on average equity for the third quarter of 2014 were 1.03% and 6.51%, respectively.

Jeremy Ford, CEO of Hilltop, said, “We are excited to report another successful quarter as each of our operating segments contributed profitably. PlainsCapital Bank achieved an ROAA of 1.64%, driven by a strong net interest margin and improved efficiency ratio. The bank’s net interest margin was bolstered through continued favorable resolution of problem assets from the FNB Transaction. PrimeLending experienced a healthy 24% increase in its mortgage loan origination volume. National Lloyds improved its underwriting profitability with a 75.4% combined ratio.”

Mr. Ford continued, “We are pleased to report FINRA’s recent approval to merge our two broker-dealers, a critical milestone in our drive towards full integration. Additionally, Southwest Securities, Inc. was renamed Hilltop Securities Inc. in preparation of the merger with First Southwest. The executive team and employees of our broker-dealer segment have worked diligently throughout 2015 to build the foundation of a leading regional franchise.”

Third Quarter 2015 Highlights for Hilltop:

· Hilltop’s total assets were  $12.4 billion at September 30,  2015, compared to $12.5 billion at June 30,  2015;

· Hilltop’s common equity increased by $41.5 million from June 30,  2015 to $1.7  billion at September 30,  2015;

· Non-covered loans1 held for investment, net of allowance for loan losses, increased by 0.8% to $5.0 billion, and covered loans1, net of allowance for loan losses, decreased by 14.7% to $420.5 million from June 30,  2015 to September 30,  2015;

· Loans held for sale were stable at  $1.4 billion at September 30,  2015;

· Total deposits increased by $24.3 million from June 30,  2015 to $6.8 billion at September 30,  2015;

· Hilltop was well-capitalized with a Tier 1 Leverage Ratio2 of 12.01% and Total Capital Ratio of 19.29% at September 30,  2015; and

· Hilltop continues to retain approximately  $41.1 million of freely usable cash, as well as excess capital at its subsidiaries, at September  30,  2015.

1 “Covered loans” refers to loans acquired in the FNB Transaction that are subject to loss-share agreements with the FDIC, while all other loans are referred to as “non-covered loans.”

2 Based on the end of period Tier 1 capital divided by total average assets during the third quarter of 2015, excluding goodwill and intangible assets.

For the third quarter of 2015, consolidated taxable equivalent net interest income was $116.0 million compared with $86.3 million in the third quarter of 2014, a 34.3%  increase.  The consolidated taxable equivalent net interest margin was 4.20%  for the third quarter of 2015, an 18 basis point decrease from 4.38% in the third quarter of 2014. During the third

quarter of 2015,  the consolidated taxable equivalent net interest margin was 137 basis points greater due to the impact of purchase accounting, which was primarily related to accretion of discount on loans of $2.2 million, $25.7 million and $8.1 million associated with the PlainsCapital Merger, FNB Transaction, and SWS Merger, respectively, and PlainsCapital Merger-related amortization of premium on acquired securities of $0.7 million. During the third quarter of 2014,  the consolidated taxable equivalent net interest margin was 87 basis points greater due to the impact of purchase accounting, which was primarily related to accretion of discount on loans of $4.6 million and $11.0 million associated with PlainsCapital Merger and FNB Transaction, respectively, PlainsCapital Merger-related amortization of premium on acquired securities of $0.9 million, and FNB Transaction-related amortization of premium on acquired time deposits of $0.9 million. Moreover, the consolidated taxable equivalent net interest margin was 99 basis points lower due to the impact of securities financing operations within our broker-dealer segment during the three months ended September 30, 2015. During the third quarter of 2015, the banking segment’s taxable equivalent net interest margin of 5.79% was 210 basis points greater due to the impact of purchase accounting.

For the third quarter of 2015, noninterest income was $296.5 million compared to $212.1 million in the third quarter of 2014, a 39.8% increase. Net gains from sale of loans, other mortgage production income and mortgage loan origination fees increased $33.7 million from the third quarter of 2014 to $160.0 million in the third quarter of 2015. Total mortgage loan origination volume increased 23.5% to $3.6 billion during the three months ended September 30, 2015 compared to $2.9 billion during the three months ended September 30, 2014. Home purchases volume represented 80.9% of total mortgage loan origination volume during the third quarter of 2015. Net insurance premiums earned remained flat at $41.2 million in the third quarter of 2015 compared to $41.8 million in the third quarter of 2014. Advisory fees and commissions from our broker-dealer segment increased $42.7 million to $66.7 million in the third quarter of 2015 compared to the third quarter of 2014, primarily due to the operations acquired in the SWS Merger as well as increased volumes in our non-profit housing program (U.S. Agency to-be-announced, or TBA, business) and higher revenues from advising public finance clients.

For the third quarter of 2015, noninterest expense was $333.5 million compared to $254.7 million in the third quarter of 2014, a 30.9%  increase.  Employees’ compensation and benefits increased $74.1 million, or 58.6%, to $200.6  million in the third quarter of 2015,  primarily due to operations acquired in the SWS Merger as well as increased variable compensation tied to the mortgage origination and broker-dealer segments. Loss and loss adjustment expenses decreased to $17.3 million in the third quarter of 2015 from $22.6 million in the third quarter of 2014, while policy acquisition and other underwriting expenses increased to $11.8  million during the third quarter of 2015 compared to $11.6 million in the same quarter a year ago.  Occupancy and equipment expense increased by $4.0 million from the third quarter of 2014 to $29.3 million in the third quarter of 2015.  Amortization of identifiable intangibles from purchase accounting was $2.7  million for the third quarter of 2015. In connection with the SWS Merger, during the nine months ended September 30, 2015, we incurred $17.2 million in pre-tax transaction and integration costs, consisting of $10.3 million in the broker-dealer segment, $3.0  million in the banking segment and $3.9 million within corporate.

For the third quarter of 2015, the provision for loan losses was $5.6 million, compared to $4.0 million for the third quarter of 2014.  During the third quarter of 2015, the provision was comprised of charges relating to newly originated loans and acquired loans without credit impairment at acquisition of  $5.1 million and purchased credit impaired loans of $0.5 million.  Net charge-offs on non-covered loans for the third quarter of 2015 were $1.8 million, and the allowance for non-covered loan losses was $43.0 million, or 0.86%  of total non-covered loans at September 30,  2015. Non-covered, non-performing assets at September 30,  2015 were $30.0 million, or 0.24% of total assets.

Stock Repurchase Program

During the second quarter of 2015, our Board of Directors approved a stock repurchase program under which it authorized us to repurchase, in the aggregate, up to $30.0 million of our outstanding common stock. Under the stock repurchase program authorized, we were allowed to repurchase shares in the open-market or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Securities Exchange Act of 1934. As of September 30, 2015, we had repurchased an aggregate of $30.0 million of our outstanding common stock, and do not intend to make any future purchases of our common stock under this program. The extent to which we repurchased our shares and the timing of such repurchases depended upon market conditions and other corporate considerations, as determined by Hilltop’s management team. The purchases were funded from available cash balances. During the three and nine months ended September 30, 2015, we paid $13.0 million and $30.0 million, respectively, to repurchase and retire an aggregate of 1,390,977 shares of common stock at an average price of $21.56 per share. These retired shares were returned to our pool of authorized but unissued shares of common stock.

Condensed Financial and Other Information

Condensed Balance Sheets	September 30,		June 30,		March 31,		December 31,		September 30,
($000s)	2015		2015		2015		2014		2014
Cash and due from banks		526,692		583,043		694,108		782,473		635,933
Securities		1,323,866		1,341,852		1,363,157		1,109,461		1,332,342
Loans held for sale		1,354,107		1,397,617		1,215,308		1,309,693		1,272,813
Non-covered loans, net of unearned income		4,999,529		4,956,969		4,834,687		3,920,476		3,768,843
Allowance for non-covered loan losses		(42,989)		(40,484)		(39,365)		(37,041)		(39,027)
Non-covered loans, net		4,956,540		4,916,485		4,795,322		3,883,435		3,729,816
Covered loans, net of allowance for loan losses		420,547		493,299		550,626		638,029		747,514
Broker-dealer and clearing organization receivables		2,111,864		2,070,770		2,222,517		167,884		223,679
Covered other real estate owned		106,024		125,510		137,703		136,945		126,798
FDIC indemnification asset		92,902		102,381		107,567		130,437		149,788
Premises and equipment, net		204,273		206,411		215,684		206,991		205,734
Other assets		1,292,641		1,242,142		1,261,055		877,068		755,985
Total assets		12,389,456		12,479,510		12,563,047		9,242,416		9,180,402
Deposits		6,820,749		6,796,437		7,129,277		6,369,892		6,236,282
Broker-dealer and clearing organization payables		2,045,604		2,048,176		1,951,040		179,042		243,835
Short-term borrowings		910,490		1,100,025		999,476		762,696		845,984
Notes payable		243,556		245,420		108,682		56,684		55,684
Other liabilities		652,229		614,188		593,780		412,863		374,873
Total liabilities		10,672,628		10,804,246		10,782,255		7,781,177		7,756,658
Total Hilltop stockholders' equity		1,715,690		1,674,145		1,779,916		1,460,452		1,422,975
Noncontrolling interest		1,138		1,119		876		787		769
Total liabilities & stockholders' equity		12,389,456		12,479,510		12,563,047		9,242,416		9,180,402

	Three Months Ended
Condensed Income Statements	September 30,		June 30,		March 31,		December 31,		September 30,
($000s)	2015		2015		2015		2014		2014
Interest income		130,545		115,662		107,669		99,316		93,217
Interest expense		15,334		14,995		14,277		7,802		7,457
Net interest income		115,211		100,667		93,392		91,514		85,760
Provision for loan losses		5,593		158		2,687		4,125		4,033
Net interest income after provision for loan losses		109,618		100,509		90,705		87,389		81,727
Noninterest income		296,469		301,400		352,845		213,795		212,135
Noninterest expense		333,502		353,317		314,476		246,768		254,744
Income before income taxes		72,585		48,592		129,074		54,416		39,118
Income tax expense		25,338		18,137		15,420		20,950		14,010
Net income		47,247		30,455		113,654		33,466		25,108
Less: Net income attributable to noncontrolling interest		353		405		353		325		296
Income attributable to Hilltop		46,894		30,050		113,301		33,141		24,812
Dividends on preferred stock		—		428		1,426		1,425		1,426
Income applicable to Hilltop common stockholders		46,894		29,622		111,875		31,716		23,386

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
Selected Financial Data	2015		2015		2015		2014		2014
Return on average stockholders' equity		10.97%		7.12%		26.76%		8.55%		6.51%
Return on average assets		1.49%		0.97%		3.64%		1.42%		1.03%
Net interest margin (taxable equivalent)		4.20%		3.75%		3.53%		4.72%		4.38%
Earnings per common share ($):
Basic		0.47		0.30		1.12		0.35		0.26
Diluted		0.47		0.30		1.11		0.35		0.26
Weighted average shares outstanding (000's):
Basic		98,676		99,486		99,741		89,713		89,711
Diluted		99,556		100,410		100,627		90,560		90,558
Book value per share ($)		17.35		16.82		16.61		14.93		14.51
Shares outstanding (000's)		98,893		99,515		100,286		90,182		90,180

	September 30,		June 30,		March 31,		December 31,		September 30,
Capital Ratios	2015		2015		2015		2014		2014
Tier 1 capital (to average quarterly assets):
Bank		12.77%		12.17%		11.34%		10.31%		9.95%
Hilltop		12.01%		11.87%		12.68%		14.17%		13.63%
Common Equity Tier 1 capital (to risk-weighted assets):
Bank		17.36%		16.46%		16.46%		NA		NA
Hilltop		18.36%		18.02%		18.05%		NA		NA
Tier 1 capital (to risk-weighted assets):
Bank		17.36%		16.46%		16.46%		13.74%		13.48%
Hilltop		18.89%		18.74%		20.26%		19.02%		18.57%
Total capital (to risk-weighted assets):
Bank		18.13%		17.17%		17.19%		14.45%		14.21%
Hilltop		19.29%		19.29%		20.82%		19.69%		19.28%

Segment Results ($000s)					Mortgage						All Other and		Hilltop
Three Months Ended September 30, 2015	Banking		Broker-Dealer		Origination		Insurance		Corporate		Eliminations		Consolidated
Net interest income (expense)	$	105,758	$	8,301	$	(2,538)	$	838	$	(1,799)	$	4,651	$	115,211
Provision for loan losses		5,615		(22)		—		—		—		—		5,593
Noninterest income		13,935		83,817		159,794		43,534		—		(4,611)		296,469
Noninterest expense		60,518		90,683		145,113		32,366		6,028		(1,206)		333,502
Income (loss) before income taxes	$	53,560	$	1,457	$	12,143	$	12,006	$	(7,827)	$	1,246	$	72,585

	Three Months Ended September 30,
	2015						2014
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned or		Yield or		Outstanding		Earned or		Yield or
	Balance		Paid		Rate		Balance		Paid		Rate
Assets
Interest-earning assets
Loans, gross (1)	$	6,636,328	$	111,315	6.64	%	$	5,641,750	$	80,719	5.65	%
Investment securities - taxable		1,110,813		6,243	2.24	%		1,161,583		7,688	2.63	%
Investment securities - non-taxable (2)		253,170		2,439	3.85	%		185,394		1,731	3.74	%
Federal funds sold and securities purchased under agreements to resell		122,826		20	0.07	%		14,459		10	0.29	%
Interest-bearing deposits in other financial institutions		442,689		237	0.21	%		566,195		303	0.21	%
Other		2,381,905		11,047	1.82	%		258,325		3,347	5.13	%
Interest-earning assets, gross		10,947,731		131,301	4.74	%		7,827,706		93,798	4.74	%
Allowance for loan losses		(43,446)						(40,934)
Interest-earning assets, net		10,904,285						7,786,772
Noninterest-earning assets		1,706,720						1,290,543
Total assets	$	12,611,005					$	9,077,315
Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	4,709,244	$	3,719	0.31	%	$	4,265,012	$	4,117	0.38	%
Notes payable and other borrowings		3,385,804		11,615	1.36	%		1,168,461		3,340	1.12	%
Total interest-bearing liabilities		8,095,048		15,334	0.75	%		5,433,473		7,457	0.54	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		2,177,319						1,891,576
Other liabilities		641,456						338,825
Total liabilities		10,913,823						7,663,874
Stockholders’ equity		1,696,396						1,412,913
Noncontrolling interest		786						528
Total liabilities and stockholders' equity	$	12,611,005					$	9,077,315
Net interest income (2)			$	115,967					$	86,341
Net interest spread (2)					3.99	%					4.20	%
Net interest margin (2)					4.20	%					4.38	%

(1) Average balance includes non-accrual loans.

(2) Annualized taxable equivalent adjustments are based on a 35% tax rate. The adjustment to interest income was $0.8 million and $0.6  million for the three months ended September 30,  2015 and 2014, respectively.

Conference Call Information

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern), Tuesday, November 3, 2015. Hilltop President and CEO Jeremy B. Ford and other key management members will discuss results for the third quarter of 2015. Interested parties can access the conference call by dialing 1-877-508-9457 (domestic) or 1-412-317-0789 (international). The conference call also will be webcast simultaneously on Hilltop’s Investor Relations website (http://ir.hilltop-holdings.com).

About Hilltop

Hilltop Holdings is a Dallas-based financial holding company. Through its wholly owned subsidiary, PlainsCapital Corporation, a regional commercial banking franchise, it has two operating subsidiaries: PlainsCapital Bank and PrimeLending. Under Hilltop Securities Holdings LLC, First Southwest, Hilltop Securities Inc. (formerly Southwest Securities) and Hilltop Securities Independent Network Inc. (formerly SWS Financial Services) provide a full complement of securities brokerage, institutional and investment banking services in addition to clearing services and retail financial advisory. Through Hilltop Holdings’ other wholly owned subsidiary, National Lloyds Corporation, it provides property and casualty insurance through two insurance companies, National Lloyds Insurance Company and

American Summit Insurance Company. At September 30, 2015, Hilltop employed approximately 5,400 people and operated approximately 425 locations in 44 states. Hilltop Holdings' common stock is listed on the New York Stock Exchange under the symbol "HTH." Find more information at Hilltop-Holdings.com, PlainsCapital.com, Firstsw.com and Hilltopsecurities.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning such things as our business strategy, our financial condition, our litigation, our efforts to make strategic acquisitions, our recent acquisition of SWS Group, Inc. (“SWS”) and integration thereof, our revenue, our liquidity and sources of funding, market trends, operations and business, expectations concerning mortgage loan origination volume, expected losses on covered loans and related reimbursements from the Federal Deposit Insurance Corporation (“FDIC”), projected losses on mortgage loans originated, anticipated changes in our revenues or earnings, the effects of government regulation applicable to our operations, the appropriateness of our allowance for loan losses and provision for loan losses, the collectability of loans, our other plans, objectives, strategies, expectations and intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “probable,” “projects,” “seeks,” “should,” “view,” or “would” or the negative of these words and phrases or similar words or phrases. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) risks associated with merger and acquisition integration, including the diversion of management time on acquisition-related issues and our ability to promptly and effectively integrate our businesses with those of SWS and achieve the synergies and value creation contemplated by the acquisition; (ii) our ability to estimate loan losses; (iii) changes in the default rate of our loans; (iv) risks associated with concentration in real estate related loans; (v) our ability to obtain reimbursements for losses on acquired loans under loss-share agreements with the FDIC; (vi) changes in general economic, market and business conditions in areas or markets where we compete; (vii) severe catastrophic events in Texas and other areas of the southern United States; (viii) changes in the interest rate environment; (ix) cost and availability of capital; (x) changes in state and federal laws, regulations or policies affecting one or more of the our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act; (xi) our ability to use net operating loss carry forwards to reduce future tax payments; (xii) approval of new, or changes in, accounting policies and practices; (xiii) changes in key management; (xiv) competition in our banking, broker-dealer, mortgage origination, and insurance segments from other banks and financial institutions, as well as investment banking and financial advisory firms, mortgage bankers, asset-based non-bank lenders, government agencies and insurance companies; (xv) failure of our insurance segment reinsurers to pay obligations under reinsurance contracts; and (xvi) our ability to use excess cash in an effective manner, including the execution of successful acquisitions. For further discussion of such factors, see the risk factors described in the Hilltop Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2015, and other reports filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

Source: Hilltop Holdings Inc.