Hilltop (HTH) 10-Q 5 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 05, 2015
Document and Entity Information
Entity Registrant Name	Hilltop Holdings Inc.
Entity Central Index Key	1,265,131
Trading Symbol	hth
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		98,895,584

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets
Cash and due from banks	$ 526,692	$ 782,473
Federal funds sold	24,861	30,602
Securities purchased under agreements to resell	83,889
Assets segregated for regulatory purposes	228,251	76,013
Securities:
Trading, at fair value	292,418	65,717
Available for sale, at fair value (amortized cost of $719,212 and $924,755 respectively)	726,132	925,535
Held to maturity, at amortized cost (fair value of $308,031 and $118,345, respectively)	305,316	118,209
Total securities	1,323,866	1,109,461
Loans held for sale	1,354,107	1,309,693
Non-covered loans, net of unearned income	4,999,529	3,920,476
Allowance for non-covered loan losses	(42,989)	(37,041)
Non-covered loans, net	4,956,540	3,883,435
Covered loans, net of allowance of $1,870 and $4,611, respectively	420,547	638,029
Broker-dealer and clearing organization receivables	2,111,864	167,884
Premises and equipment, net	204,273	206,991
FDIC indemnification asset	92,902	130,437
Covered other real estate owned	106,024	136,945
Other assets	644,916	458,862
Goodwill	251,808	251,808
Other intangible assets, net	58,916	59,783
Total assets	12,389,456	9,242,416
Deposits:
Noninterest-bearing	2,173,890	2,076,385
Interest-bearing	4,646,859	4,293,507
Total deposits	6,820,749	6,369,892
Broker-dealer and clearing organization payables	2,045,604	179,042
Short-term borrowings	910,490	762,696
Securities sold, not yet purchased, at fair value	156,775	48
Notes payable	243,556	56,684
Junior subordinated debentures	67,012	67,012
Other liabilities	428,442	345,803
Total liabilities	$ 10,672,628	$ 7,781,177
Commitments and contingencies (see Notes 13 and 14)
Hilltop stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; Series B, liquidation value per share of $1,000; 114,068 shares issued and outstanding at December 31, 2014		$ 114,068
Common stock, $0.01 par value, 125,000,000 shares authorized; 98,892,539 and 90,181,888 shares issued and outstanding, respectively	$ 989	902
Additional paid-in capital	1,574,769	1,390,788
Accumulated other comprehensive income	4,592	651
Retained earnings (accumulated deficit)	134,748	(45,957)
Deferred compensation employee stock trust, net	1,182
Employee stock trust (29,589 shares, at cost)	(590)
Total Hilltop stockholders' equity	1,715,690	1,460,452
Noncontrolling interests	1,138	787
Total stockholders' equity	1,716,828	1,461,239
Total liabilities and stockholders' equity	$ 12,389,456	$ 9,242,416

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Available for sale, amortized cost (in dollars)	$ 719,212	$ 924,755
Held to maturity, fair value	308,031	118,345
Covered loans, allowance	$ 1,870	$ 4,611
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	98,892,539	90,181,888
Common stock, shares outstanding	98,892,539	90,181,888
Employee stock trust, shares	29,589
Series B Preferred Stock
Preferred stock, liquidation value per share (in dollars per share)		$ 1,000
Preferred stock, shares issued		114,068
Preferred stock, shares outstanding		114,068

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Interest income:
Loans, including fees	$ 111,315	$ 80,719	$ 295,670	$ 252,667
Securities borrowed	10,116	2,078	29,809	5,420
Securities:
Taxable	6,262	7,688	19,538	22,894
Tax-exempt	1,683	1,150	4,981	3,579
Other	1,169	1,582	3,878	4,893
Total interest income	130,545	93,217	353,876	289,453
Interest expense:
Deposits	3,719	4,117	11,934	10,972
Securities loaned	7,110	1,182	21,505	2,947
Short-term borrowings	1,189	667	3,356	1,606
Notes payable	2,524	633	5,482	1,913
Junior subordinated debentures	605	594	1,785	1,765
Other	187	264	544	623
Total interest expense	15,334	7,457	44,606	19,826
Net interest income	115,211	85,760	309,270	269,627
Provision for loan losses	5,593	4,033	8,438	12,808
Net interest income after provision for loan losses	109,618	81,727	300,832	256,819
Noninterest income:
Net realized gains on securities			4,403
Net gains from sale of loans and other mortgage production income	137,303	108,621	405,023	293,786
Mortgage loan origination fees	22,647	17,593	58,194	46,920
Net insurance premiums earned	41,196	41,821	121,081	122,917
Securities commissions and fee	39,070	6,865	123,201	20,857
Investment and securities advisory fees and commissions	27,667	17,190	82,254	46,797
Bargain purchase gain			81,289
Other	28,586	20,045	75,270	54,239
Total noninterest income	296,469	212,135	950,715	585,516
Noninterest expense:
Employees' compensation and benefits	200,620	126,472	583,415	357,280
Loss and loss adjustment expenses	17,335	22,629	77,436	76,241
Policy acquisition and other underwriting expenses	11,784	11,571	35,198	34,910
Occupancy and equipment, net	29,341	25,345	89,368	77,445
Other	74,422	68,727	215,878	172,709
Total noninterest expense	333,502	254,744	1,001,295	718,585
Income before income taxes	72,585	39,118	250,252	123,750
Income tax expense	25,338	14,010	58,895	44,658
Net income	47,247	25,108	191,357	79,092
Less: Net income attributable to noncontrolling interest	353	296	1,111	583
Income attributable to Hilltop	46,894	24,812	190,246	78,509
Dividends on preferred stock		1,426	1,854	4,278
Income applicable to Hilltop common stockholders	$ 46,894	$ 23,386	$ 188,392	$ 74,231
Earnings per common share:
Basic (in dollars per share)	$ 0.47	$ 0.26	$ 1.89	$ 0.82
Diluted (in dollars per share)	$ 0.47	$ 0.26	$ 1.88	$ 0.82
Weighted average share information:
Basic (in shares)	98,676	89,711	99,297	89,709
Diluted (in shares)	99,556	90,558	100,191	90,570

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 47,247	$ 25,108	$ 191,357	$ 79,092
Other comprehensive income (loss):
Net unrealized gains (losses) on securities available for sale, net of tax of $3,222, $(656), $3,847 and $16,565, respectively	5,697	(1,226)	6,755	31,136
Reclassification adjustment for gains included in net income, net of tax of $(1,589)			(2,814)
Comprehensive income	52,944	23,882	195,298	110,228
Less: comprehensive income attributable to noncontrolling interest	353	296	1,111	583
Comprehensive income applicable to Hilltop	$ 52,591	$ 23,586	$ 194,187	$ 109,645

CONSOLIDATED STATEMENTS OF COM6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net unrealized gains on securities available for sale and other, tax	$ 3,222	$ (656)	$ 3,847	$ 16,565
Other comprehensive income reclassification adjustment, tax			$ (1,589)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Parent	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit).	Deferred Compensation Employee Stock Trust, Net	Employee Stock Trust	Noncontrolling Interest	Total
Balance at Dec. 31, 2013	$ 1,311,141	$ 114,068	$ 902	$ 1,388,641	$ (34,863)	$ (157,607)			$ 781	$ 1,311,922
Balance (in shares) at Dec. 31, 2013		114,000	90,176,000
Increase (Decrease) in Stockholders' Equity
Net income	78,509					78,509			583	79,092
Other comprehensive income (loss)	31,136				31,136					31,136
Issuance of common stock	3,001			3,001						3,001
Stock-based compensation expense	3,316			3,316						3,316
Common stock issued to board members	162			162						162
Common stock issued to board members (in shares)			7,000
Forfeiture of restricted common stock awards	(12)			(12)						(12)
Forfeiture of restricted common stock awards (in shares)			(3,000)
Dividends on preferred stock	(4,278)			(4,278)						(4,278)
Net cash distributed to noncontrolling interest									(595)	(595)
Balance at Sep. 30, 2014	1,422,975	$ 114,068	$ 902	1,390,830	(3,727)	(79,098)			769	1,423,744
Balance (in shares) at Sep. 30, 2014		114,000	90,180,000
Balance at Dec. 31, 2014	1,460,452	$ 114,068	$ 902	1,390,788	651	(45,957)			787	1,461,239
Balance (in shares) at Dec. 31, 2014		114,000	90,182,000
Increase (Decrease) in Stockholders' Equity
Net income	190,246					190,246			1,111	191,357
Other comprehensive income (loss)	3,941				3,941					3,941
Issuance of common stock	200,033		$ 101	199,932						200,033
Issuance of common stock (in shares)			10,113,000
Stock-based compensation expense	6,220			6,220						6,220
Common stock issued to board members	173			173						173
Common stock issued to board members (in shares)			8,000
Forfeiture of restricted common stock awards	(17)			(17)						(17)
Forfeiture of restricted common stock awards (in shares)			(19,000)
Dividends on preferred stock	(1,854)					(1,854)				(1,854)
Redemption of preferred stock	(114,068)	$ (114,068)								(114,068)
Redemption of preferred stock (in shares)		(114,000)
Repurchase of common stock	(30,028)		$ (14)	(22,327)		(7,687)				$ (30,028)
Repurchase of common stock (in shares)			(1,391,000)							(1,390,977)
Deferred compensation plan	592						$ 1,182	$ (590)		$ 592
Deferred compensation plan (in shares)								30,000
Net cash distributed to noncontrolling interest									(760)	(760)
Balance at Sep. 30, 2015	$ 1,715,690		$ 989	$ 1,574,769	$ 4,592	$ 134,748	$ 1,182	$ (590)	$ 1,138	$ 1,716,828
Balance (in shares) at Sep. 30, 2015			98,893,000					30,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2015	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Operating Activities
Net income			$ 191,357	$ 79,092
Adjustments to reconcile net income to net cash used in operating activities:
Provision for loan losses			8,438	12,808
Depreciation, amortization and accretion, net			(67,557)	(63,367)
Net realized gains on securities			(4,403)
Bargain purchase gain			(81,289)
Deferred income taxes			11,459	6,418
Other, net			(91)	16,669
Net change in securities purchased under agreements to resell			(39,148)
Net change in assets segregated for regulatory purposes			29,372	(29,503)
Net change in trading securities			39,367	(7,256)
Net change in broker-dealer and clearing organization receivables	$ (793,613)	$ (660,121)	(680,699)	(164,497)
Net change in FDIC Indemnification Asset			38,561	41,175
Net change in other assets			(90,417)	(51,865)
Net change in broker-dealer and clearing organization payables	690,552	672,259	708,838	261,206
Net change in other liabilities			3,138	30,303
Net gains from sales of loans			(405,023)	(293,786)
Loans originated for sale			(10,628,783)	(7,954,706)
Proceeds from loans sold			10,965,234	8,067,301
Net cash provided by (used in) operating activities	(118,644)	(53,338)	(1,646)	(50,008)
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity			51,838	2,821
Proceeds from sales, maturities and principal reductions of securities available for sale			599,737	152,537
Purchases of securities held to maturity			(167,284)	(123,021)
Purchases of securities available for sale			(22,769)	(48,730)
Net change in loans	(2,080)	(24,674)	16,205	106,335
Purchases of premises and equipment and other assets			(23,410)	(32,581)
Proceeds from sales of premises and equipment and other real estate owned			94,680	55,097
Proceeds from redemption of bank owned life insurance			822
Net cash paid or Federal Home Loan Bank and Federal Reserve Bank stock			(9,292)	(28,383)
Net cash from acquisition			41,097
Net cash provided by investing activities	522,912	467,936	581,624	84,075
Financing Activities
Net change in deposits	(556,657)	(774,068)	(788,907)	(633,685)
Net change in short-term borrowings			(16,446)	503,897
Proceeds from notes payable			150,078	2,000
Payments on notes payable			(37,787)	(2,643)
Redemption of preferred stock			(114,068)
Payments to repurchase common stock			(30,028)
Dividends paid on preferred stock			(3,280)	(4,194)
Net cash distributed to noncontrolling interest			(760)	(595)
Other, net			(302)	2,718
Net cash used in financing activities	(508,810)	(621,816)	(841,500)	(132,502)
Net change in cash and cash equivalents	(104,542)	(207,218)	(261,522)	(98,435)
Cash and cash equivalents, beginning of period	$ 813,075	$ 813,075	813,075	746,023
Cash and cash equivalents, end of period			551,553	647,588
Supplemental Disclosures of Cash Flow Information
Cash paid for interest			41,368	20,935
Cash paid for income taxes, net of refunds			112,282	19,893
Supplemental Schedule of Non-Cash Activities
Conversion of loans to other real estate owned			$ 45,996	$ 44,815
Common stock issued at acquisition			200,626

Summary of Significant Accounti

Summary of Significant Accounting and Reporting Policies	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting and Reporting Policies
Summary of Significant Accounting and Reporting Policies	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, as amended by the Gramm-Leach-Bliley Act of 1999. 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, mortgage origination and insurance subsidiaries. The Company provides its products and services through three primary operating subsidiaries, PlainsCapital Corporation (“PlainsCapital”), Hilltop Securities Holdings LLC (“Securities Holdings ”) and National Lloyds Corporation (“NLC”). PlainsCapital is a financial holding company, headquartered in Dallas, Texas, that provides, through its subsidiaries, traditional banking services, wealth and investment management and treasury management primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company, headquartered in Dallas, Texas, 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, equity trading, clearing, securities lending, structured finance and retail brokerage services throughout the United States. NLC is a property and casualty insurance holding company, headquartered in Waco, Texas, that provides, through its subsidiaries, fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the southern United States. On January 1, 2015, Hilltop completed its acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction (the "SWS Merger"), whereby SWS’s broker-dealer subsidiaries, Southwest Securities , Inc. and SWS Financial Services, Inc., became subsidiaries of Securities Holdings, a wholly owned subsidiary of Hilltop initially formed for the purpose of facilitating this transaction , and SWS’s banking subsidiary, Southwest Securities, FSB (“SWS FSB”), was merged into the Bank, an indirect wholly owned subsidiary of Hilltop. As a result of the SWS Merger, each outstanding share of SWS common stock was converted into the right to receive 0.2496 shares of Hilltop common stock and $1.94 in cash, equating to $6.92 per share based on Hilltop’s closing price on December 31, 2014 and resulting in an aggregate purchase price of $349.1 million, consisting of 10.1 million shares of common stock, $78.2 million in cash and $70.3 million associated with Hilltop’s existing investment in SWS common stock. Additionally, due to appraisal rights proceedings filed in connection with the SWS Merger, the merger consideration is subject to change, and is therefore, preliminary as of the date of this report. Based on purchase date valuations, the fair value of the assets acquired was $3.3 billion, including $707.5 million in securities , $863.8 million in non-covered loans and $1.2 billion in broker-dealer and clearing organization receivables. The fair value of liabilities assumed was $2.9 billion, consisting primarily of deposits of $1.3 billion and $1.1 billion in broker-dealer and clearing organization payabl es. On October 5, 2015, Southwest Securities , Inc. and SWS Financial Services, Inc. w ere renamed “ Hilltop Securities Inc. ” (“Hilltop Securities”) and “ Hilltop Securities Independent Network Inc. ” (“HTS Independent Network”) , respectively. 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, 2014 (“ 2014 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 loan losses, the fair values of financial instruments, the amounts receivable from the Federal Deposit Insurance Corporation (the “FDIC”) under loss-share agreements (the “FDIC Indemnification Asset”), reserves for losses and loss adjustment expenses, the mortgage loan indemnification liability, and the potential impairment of 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. The operations of SWS were included in the Company’s operating results beginning January 1, 2015 and such operations included a preliminary bargain purchase gain of $82.8 million as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2015. I n accordance with the Business Combinations Topic of the Accounting Standards Codification (“ASC”) , d uring the quarter ended June 30, 2015, the estimated fair value of the customer relationship intangible asset acquired as of January 1, 2015 was adjusted downward as a result of management’s review and approval of certain key assumptions that existed as of January 1, 2 015. Additionally, during the quarter ended September 30, 2015, the estimated fair value of deferred tax assets acquired as of January 1, 2015 was adjusted upward as a result of management’s review and filing of SWS’s consolidated federal tax return for the year ended December 31, 2014. These adjustments resulted in a net decrease in the preliminary bargain purchase gain associated with the SWS Merger to $81.3 million. This change is reflected in the consolidated statements of operations within noninterest income during the nine months ended September 30, 2015 . In the aggregate, t he se adjustment s to the preliminary bargain purchase gain decreased net income for the three months ended March 31, 2015 by $1.5 million as compared with amounts previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Additionally, certain amounts previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 within the consolidated balance sheet as of March 31, 2015, and the related statement s of comprehensive income, stockholders’ equity and cash flows for the three months ended March 31, 2015, as well as the notes to the consolidated financial statements, will be revised in future filings. Certain reclassifications have been made to the prior period consolidated financial statements to conform with the current period presentation. Additionally, d uring the preparation of the condensed consolidated financial statements for the period ended September 30, 2015, the Company determined that its previously reported unaudited consolidated statements of cash flows contained in the previously filed Quarterly Reports on Form 10-Q filed with SEC on May 6, 2015 and July 29, 2015 contained a classification error related to how certain acquired balances related to its acquisition of SWS were reflected . Management has evaluated the quantitative and qualitative impact of the classification error to previously issued unaudited consolidated statements of cash flows and concluded that the previously issued condensed consolidated financial statements were not materially misstated. H owever, in order to correctly present the cash flow statements, management has elected to revise the unaudited consolidated statements of cash flows for each of the three months ended March 31, 2015 and six months ended June 30, 2015 in its future filings. The correction had no impact on the Company’s financial condition or results of operations for the periods presented. The following table summarizes the revisions made to the Company’s unaudited consolidated statements of cash flows for the noted periods (in thousands) . Three Months Ended March 31, 2015 Six Months Ended June 30,2015 As Originally Reported As Revised As Originally Reported As Revised Operating Activities Net change in broker-dealer and clearing organization receivables $ $ $ $ Net change in broker-dealer and clearing organization payables Net cash provided by (used in) operating activities Investing Activities Net change in loans Net cash provided by investing activities Financing Activities Net change in deposits Net cash used in financing activities Net change in cash and cash equivalents Hilltop owns 100% of the outstanding stock of PlainsCapital. PlainsCapital owns 100% of the outstanding stock of the Bank and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”) and has a 100% membership interest in PlainsCapital Securities, LLC. PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC, the controlling and sole managing member of PrimeLending Ventures, LLC (“Ventures”). Hilltop has a 100% membership interest in Securities Holdings , which operates through its wholly-owned subsidiaries, First Southwest Holdings, LLC (“First Southwest ”), Hilltop Securities and HTS Independent Network . T he principal subsidiaries of First Southwest are First Southwest Company, LLC (“FSC”), a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), and First Southwest Asset Management, LLC, a registered investment advisor under the Investment Advisors Act of 1 940. Hilltop Securities is a broker-dealer registered with the SEC and FINRA and a member of the NYSE, and HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA. Hilltop also owns 100% of NLC, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”). The consolidated financial statements include the accounts of the above-named entities. All significant 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 Financial Accounting Standards Board (“FASB”) ASC. PlainsCapital also owns 100% of the outstanding common securities of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities Subsections of the ASC, because the primary beneficiaries of the Trusts are not within the consolidated group.

Acquisition

Acquisition	9 Months Ended
	Sep. 30, 2015
Acquisition
Acquisition	2. Acquisition SWS Merger On January 1, 2015, Hilltop completed its acquisition of SWS in a stock and cash transaction as discussed in Note 1 to the consolidated financial statements. The operations of SWS are included in the Company’s operating results beginning January 1, 2015. Such operating results include a preliminary bargain purchase gain of $81.3 million and are not necessarily indicative of future operating results. SWS’s results of operations prior to the acquisition date are not included in the Company’s consolidated operating results. The SWS Merger was accounted for using the acquisition method of accounting, and accordingly, purchased assets, including identifiable intangible assets, and assumed liabilities were recorded at their respective acquisition date fair values. The components of the consideration paid are shown in the following table (in thousands). Fair value of preliminary consideration paid: Common stock issued $ Cash Fair value of Hilltop’s existing investment in SWS Total preliminary consideration paid $ The resulting fair values of the identifiable assets acquired, and liabilities assumed, of SWS at January 1, 2015 are summarized in the following table (in thousands). Cash and due from banks $ Federal funds sold and securities purchased under agreements to resell Assets segregated for regulatory purposes Securities Non-covered loans, net Broker-dealer and clearing organization receivables Other assets Total identifiable assets acquired Deposits Broker-dealer and clearing organization payables Short-term borrowings Securities sold, not yet purchased, at fair value Notes payable Other liabilities Total liabilities assumed Preliminary estimated bargain purchase gain Less Hilltop existing investment in SWS Net identifiable assets acquired $ The preliminary bargain purchase gain represents the excess of the estimated fair value of the underlying net tangible assets and intangible assets over the preliminary merger consideration. The SWS Merger was a tax-free reorganization under Section 368(a) of the Internal Revenue Code, therefore no income taxes were recorded in connection with the preliminary bargain purchase gain. The Company used significant estimates and assumptions to value certain identifiable assets acquired and liabilities assumed. The preliminary bargain purchase gain was primarily driven by the Company’s ability to realize acquired deferred tax assets through its consolidated core earnings and the decline in the price of the Company’s common stock between the date the fixed conversion ratio was agreed upon and the closing date. Included within the fair value of other assets in the table above are identifiable intangible assets recorded in connection with the SWS Merger. The allocation to intangible assets is as follows (in thousands). Estimated Useful Gross Intangible Life (Years) Assets Customer relationships $ Core deposits $ T ra nsaction and integration - related expenses associated with the SWS Merger of $2.8 million and $0.3 million during the three months ended September 30, 2015 and 2014 , respectively, and $17.2 million and $0.7 million during the nine months ended September 30, 2015 and 2014 , respectively, are included in noninterest expense within the consolidated statements of operations. Such expenses were for professional services and other incremental employee and contractual costs associated with the integration of SWS’s operations. In connection with the SWS Merger, Hilltop acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan losses. Acquired loans were segregated between those considered to be purchased credit impaired (“PCI”) loans and those without credit impairment at acquisition. The following table presents details on acquired loans at the acquisition date (in thousands). Loans, excluding PCI Total PCI Loans Loans Loans Commercial and industrial (1) $ $ $ Real estate Construction and land development Consumer — Total $ $ $ (1) Acquired loans include margin loans to customers and correspondents of $269.4 million associated with acquired broker-dealer operations, none of which are PCI loans. The following table presents information about the PCI loans at acquisition (in thousands). Contractually required principal and interest payments $ Nonaccretable difference Cash flows expected to be collected Accretable difference Fair value of loans acquired with a deterioration of credit quality $ The following table presents information about the acquired loans without credit impairment at acquisition (in thousands). Contractually required principal and interest payments $ Contractual cash flows not expected to be collected Fair value at acquisition Pro Forma Results of Operations The results of operations acquired in the SWS Merger have been included in the Company’s consolidated financial results since January 1, 2015. The following table discloses the impact of SWS on the Company’s results of operations. The table presents pro forma results had the SWS Merger taken place on January 1, 2014 and includes the estimated impact of purchase accounting adjustments (in thousands). The purchase accounting adjustments reflect the impact of recording the acquired loans at fair value, including the estimated accretion of the purchase discount on the loan portfolio. Accretion estimates were based on the acquisition date purchase discount on the loan portfolio, as it was not practicable to determine the amount of discount that would have been recorded based on economic conditions that existed on January 1, 2014. The pro forma results do not include any potential operating cost savings as a result of the SWS Merger. Further, certain costs associated with any integration activities are not reflected in the pro forma results. Pro forma results exclude nonrecurring items resulting directly from the SWS Merger that do not have a continuing impact on results of operations. The pro forma results are not necessarily indicative of what would have occurred had the SWS Merger taken place on the indicated date. Three Months Ended Nine Months Ended September 30, 2014 September 30, 2014 Net interest income $ $ Other revenues Net income

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements
Fair Value Measurements	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 creates 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 assumptions 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 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 30, 2015 , the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $1.31 billion, and the unpaid principal balance of those loans was $1.25 billion. At December 31, 2014 , the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $1.27 billion, and the unpaid principal balance of those loans was $1.22 billion. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations. On October 2, 2014, Hilltop exercised its warrant to purchase 8,695,652 shares of SWS common stock at an exercise price of $5.75 per share (the “SWS Warrant”) and paid the aggregate exercise price by the automatic elimination of the $50.0 million aggregate principal amount note due to Hilltop under its credit agreement with SWS. Following the exercise of the SWS Warrant, Hilltop owned approximately 21% of the outstanding shares of SWS common stock as of October 2, 2014. Contemporaneous with the exercise of the SWS Warrant, Hilltop changed the accounting method for its investment in SWS common stock and elected to account for its investment in accordance with the provisions of the Fair Value Option as permitted by GAAP. Hilltop had previously accounted for its investment in SWS common stock as an available for sale security. Under the Fair Value Option, Hilltop’s investment in SWS common stock is recorded at fair value effective October 2, 2014, with changes in fair value being recorded in other noninterest income within the consolidated statements of operations rather than as a component of other comprehensive income. At December 31, 2014 , the fair value of Hilltop’s investment in SWS common stock was $70.3 million and is included in other assets within the consolidated balance sheet. 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. Those inputs include quotes from mortgage loan investors and derivatives dealers and data from independent pricing services. 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 September 30, 2015 Inputs Inputs Inputs Fair Value Trading securities $ $ $ $ Available for sale securities — Loans held for sale — Derivative assets — — MSR asset — — Trading liabilities — Derivative liabilities — — Level 1 Level 2 Level 3 Total December 31, 2014 Inputs Inputs Inputs Fair Value Trading securities $ $ $ — $ Available for sale securities — Loans held for sale — Derivative assets — — MSR asset — — Investment in SWS common stock — — Trading liabilities — — Derivative liabilities — — The following tables include a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands). Total Gains or Losses (Realized or Unrealized) Balance at Included in Other Beginning of Purchases/ Sales/ Included in Comprehensive Balance at Period Additions Reductions Net Income Income (Loss) End of Period Three months ended September 30, 2015 Trading securities $ $ — $ — $ $ — $ Loans held for sale — MSR asset — — Total $ $ $ $ $ — $ Nine months ended September 30, 2015 Trading securities $ — $ $ $ $ — $ Loans held for sale — MSR asset — — Total $ $ $ $ $ — $ Three months ended September 30, 2014 Available for sale securities $ $ — $ — $ $ $ Loans held for sale — MSR asset — Derivative liabilities — — Total $ $ $ $ $ $ Nine months ended September 30, 2014 Available for sale securities $ $ — $ — $ $ $ Loans held for sale — MSR asset — Derivative liabilities — — Total $ $ $ $ $ $ All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated financial statements. The available for sale securities noted in the table above reflect Hilltop’s note receivable from SWS and the SWS Warrant , which , as previously discussed, Hilltop exercised in full on October 2, 2014. Hilltop paid the aggregate exercise price for the SWS Warrant by the automatic elimination of the $50.0 million aggregate principal amount note due to Hilltop under the credit agreement. For Level 3 financial instruments measured at fair value on a recurring basis at September 30, 2015 , the significant unobservable inputs used in the fair value measurements were as follows. Range Financial instrument Valuation Technique Unobservable Input (Weighted-Average) Trading securities Discounted cash flow Discount rate 8 - 17 % ( 10 %) Loans held for sale Discounted cash flow / Market comparable Projected price 93 - 95 % ( 94 %) MSR asset Discounted cash flow Constant prepayment rate % Discount rate % The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing is measured using unobservable 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. Trading securities include corporate debt securities that are valued using a discounted cash flow model with observable market data; however, due to the distressed nature of these bonds, the Company has determined that these securities should be valued as a Level 3 financial instrument. The MSR asset, which is included in other assets within the Company’s consolidated balance sheets, 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 rates and discount rates, the most significant unobservable inputs, are discussed further in Note 7 to the consolidated financial statements. The Company had no transfers between Levels 1 and 2 during the periods presented. The following table presents the changes in fair value for instruments that are reported at fair value under the Fair Value Option (in thousands). Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ $ — $ $ $ — $ MSR asset — — Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ $ — $ $ $ — $ MSR asset — — The Company also determines the fair value of certain assets and liabilities on a non-recurring basis. In particular, the fair value of all of the assets acquired and liabilities assumed in the SWS Merger was determined at the acquisition date. In addition, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. Assets and liabilities measured on a non-recurring basis include the items discussed below. Impaired Loans — The Company reports impaired loans based on the underlying fair value of the collateral through specific allowances within the allowance for loan losses. PCI loans with a fair value of $172.9 million, $822.8 million and $73.5 million were acquired by the Company upon completion of the merger with PlainsCapital (the “PlainsCapital Merger”), the FDIC-assisted transaction (the “FNB Transaction”) whereby the Bank acquired certain assets and assumed certain liabilities of First National Bank (“FNB”) and the SWS Merger, respectively (collectively, the “Bank Transactions”). Substantially all PCI loans acquired in the FNB Transaction are covered by FDIC loss-share agreements. The fair value of PCI loans was determined using Level 3 inputs, including estimates of expected cash flows that incorporated significant unobservable inputs regarding default rates, loss severity rates assuming default, prepayment speeds on acquired loans accounted for in pools (“Pooled Loans”), and estimated collateral values. At September 30, 2015 , estimates for these significant unobservable inputs were as follows. PCI Loans PlainsCapital FNB SWS Merger Transaction Merger Weighted average default rate % % % Weighted average loss severity rate % % % Weighted average prepayment speed % % % At September 30, 2015 , the resulting weighted average expected loss on PCI loans associated with the PlainsCapital Merger, FNB Transaction and SWS Merger was 28% , 21% and 20% , respectively. The Company obtains updated appraisals of the fair value o f collateral securing impaired collateral dependent loans at least annually, in accordance with regulatory guidelines. The Company also reviews the fair value of such collateral on a quarterly basis. If the quarterly review indicates that the fair value of the collateral may have deteriorated, the Company orders an updated appraisal of the fair value of the collateral. Because the Company obtains updated appraisals when evidence of a decline in the fair value of collateral exists, it typically does not adjust appraised values. Other Real Estate Owned — The Company reports other real estate owned (“OREO”) at fair value less estimated cost to sell. Any excess of recorded investment over fair value, less cost to sell, is charged against either the allowance for loan losses or the related PCI pool discount when property is initially transferred to OREO. Subsequent to the initial transfer to OREO, downward valuation adjustments are charged against earnings. The Company determines fair value primarily using independent appraisals of OREO properties. The resulting fair value measurements are classified as Level 2 or Level 3 inputs, depending upon the extent to which unobservable inputs determine the fair value measurement. The Company considers a number of factors in determining the extent to which specific fair value measurements utilize unobservable inputs, including, but not limited to, the inherent subjectivity in appraisals, the length of time elapsed since the receipt of independent market price or appraised value, and current market conditions. At September 30, 2015 , the most significant unobservable input used in the determination of fair value of OREO was a discount to independent appraisals for estimated holding periods of OREO properties. Such discount was 1% per month for estimated holding periods of 6 to 24 months. Level 3 inputs were used to determine the initial fa ir value at acquisition of a large group of smaller balance properties that were acquired in the FNB Transaction. In the FNB Transaction, the Bank acquired OREO of $135.2 million, all of which is covered by FDIC loss-share agreements. At September 30, 2015 and December 31, 2014 , the estimated fair value of covered OREO was $106.0 million and $136.9 million, respectively, and the underlying fair value measurements utilize Level 2 and Level 3 inputs. The fair value of non-covered OREO at September 30, 2015 and December 31, 2014 was $0.5 million and $0.8 million, respectively, and is included in other assets within the consolidated balance sheets. Level 3 inputs were used to determine the initial fair value at acquisition of properties totaling $5.6 million that were acquired in the SWS Merger. During the reported periods, all fair value measurements for non-covered OREO subsequent to initial recognition utilized Level 2 inputs. The following table presents information regarding certain assets and liabilities measured at fair value on a non-recurring basis for which a change in fair v alue has been recorded during reporting periods subsequent to initial recognition (in thousands). Total Gains (Losses) for the Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended September 30, Nine Months Ended September 30, September 30, 2015 Inputs Inputs Inputs Fair Value 2015 2014 2015 2014 Non-covered impaired loans $ — $ — $ $ $ $ $ $ Covered impaired loans — — Non-covered other real estate owned — — — — — Covered other real estate owned — — 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. The methods for determining estimated fair value for financial assets and liabilitie s is described in detail in Note 3 to the consolidated financial statements included in the Company’s 2014 Form 10-K. 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 Carrying Level 1 Level 2 Level 3 September 30, 2015 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ $ $ — $ — $ Securities purchased under agreements to resell — — Held to maturity securities — — Loans held for sale — — Non-covered loans, net — Covered loans, net — — Broker-dealer and clearing organization receivables — — FDIC indemnification asset — — Other assets — Financial liabilities: Deposits — — Broker-dealer and clearing organization payables — — Short-term borrowings — — Debt — — Other liabilities — — Estimated Fair Value Carrying Level 1 Level 2 Level 3 December 31, 2014 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ $ $ — $ — $ Held to maturity securities — — Loans held for sale — — Non-covered loans, net — Covered loans, net — — Broker-dealer and clearing organization receivables — — FDIC indemnification asset — — Other assets — Financial liabilities: Deposits — — Broker-dealer and clearing organization payables — — Short-term borrowings — — Debt — — Other liabilities — —

Securities

Securities	9 Months Ended
	Sep. 30, 2015
Securities
Securities	4. Securities The fair value of trading securities are summarized as follows (in thousands). September 30, December 31, 2015 2014 U.S. Treasury securities $ $ — U.S. government agencies: Bonds — Residential mortgage-backed securities Commercial mortgage-backed securities Collateralized mortgage obligations — Corporate debt securities States and political subdivisions Unit investment trusts — Private-label securitized product — Other Totals $ $ FSC, Hilltop Securities and HTS Independent Network (collectively, the “Hilltop Broker-Dealers”) enter into transactions that represent commitments to purchase and deliver securities at prevailing future market price s 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 sheet, had a value of $156.8 million at September 30, 2015 . The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands). Available for Sale Gross Gross Amortized Unrealized Unrealized September 30, 2015 Cost Gains Losses Fair Value U.S. Treasury securities $ $ $ $ U.S. government agencies: Bonds Residential mortgage-backed securities Commercial mortgage-backed securities Collateralized mortgage obligations Corporate debt securities States and political subdivisions Commercial mortgage-backed securities — Equity securities Totals $ $ $ $ Available for Sale Amortized Unrealized Unrealized December 31, 2014 Cost Gains Losses Fair Value U.S. Treasury securities $ $ $ $ U.S. government agencies: Bonds Residential mortgage-backed securities — Commercial mortgage-backed securities — Collateralized mortgage obligations Corporate debt securities States and political subdivisions Commercial mortgage-backed securities — Equity securities — Totals $ $ $ $ Held to Maturity Amortized Unrealized Unrealized September 30, 2015 Cost Gains Losses Fair Value U.S. Treasury securities $ $ $ — $ U.S. government agencies: Bonds — Residential mortgage-backed securities — Commercial mortgage-backed securities — Collateralized mortgage obligations States and political subdivisions Totals $ $ $ $ Held to Maturity Amortized Unrealized Unrealized December 31, 2014 Cost Gains Losses Fair Value U.S. Treasury securities $ $ — $ $ U.S. government agencies: Residential mortgage-backed securities — Collateralized mortgage obligations — States and political subdivisions Totals $ $ $ $ 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, 2015 December 31, 2014 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Available for sale U.S. treasury securities: Unrealized loss for less than twelve months $ $ $ $ Unrealized loss for twelve months or longer — — — U.S. government agencies: Bonds: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer Residential mortgage-backed securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer — — — — — — — — — Commercial mortgage-backed securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer — Collateralized mortgage obligations: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer Corporate debt securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer States and political subdivisions: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer Equity securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer — — — — — — Total available for sale: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer $ $ $ $ September 30, 2015 December 31, 2014 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Held to Maturity U.S. treasury securities: Unrealized loss for less than twelve months — $ — $ — $ $ Unrealized loss for twelve months or longer — — — — — — — — — U.S. government agencies: Collateralized mortgage obligations: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer — — — — — — States and political subdivisions: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer — — — — — — Total held to maturity: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer — — — — — — $ $ $ $ Duri ng the three and nine months ended September 30, 2015 and 2014 , the Company did not record any other-than-temporary impairments. While all of the investments are monitored for potential other-than-temporary impairment, the Company’s analysis and experience indicate that these available for sale investments generally do not present a significant risk of other-than-temporary-impairment, as fair values frequently recover over time. Factors considered in the Compan y’s analysis include the reasons for the unrealized loss position, the severity and duration of the unrealized loss position, credit worthiness, and forecasted performance of the investee. While some of the securities held in the investment portfolio have decreased in value since the date of acquisition, the severity of loss and the duration of the loss position are not believed to be significant enough to warrant other-than-temporary impairment of the securities. The Company does not intend, nor does the Company believe that is it likely that the Company will be required, to sell these securities before the recovery of the cost basis. Therefore, management does not believe any other-than-temporary impairments exist at September 30, 2015 . 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 available for sale equity securities, at September 30, 2015 are shown by contractual maturity below (in thousands). Available for Sale Held to Maturity Amortized Amortized Cost Fair Value Cost Fair Value Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years Due after ten years Residential mortgage-backed securities Collateralized mortgage obligations Commercial mortgage-backed securities $ $ $ $ The Company realized net gains of $4.8 million and $0.2 million f rom its trading securities portfolio during the three months ended September 30, 2015 and 2014 , respectively, and net gains of $7.6 million and $1.6 million during the nine months ended September 30, 2015 and 2014 , respectively, which are recorded as a component of other noninterest income within the consolidated statements of operations. Securities with a carrying amount of $780.2 million and $895.5 million (with a fair value of $785.0 million and $890.3 million, respectively) at September 30, 2015 and December 31, 2014 , respectively, were pledged 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. Mortgage-backed securities and collateralized mortgage obligations consist principally 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 agencies, and conditionally guaranteed by the full faith and credit of the United States. At both September 30, 2015 and December 31, 2014 , NLC had investments on deposit in custody for various state insurance departments with carrying values of $9.2 million.

Non-Covered Loans and Allowance

Non-Covered Loans and Allowance for Non-Covered Loan Losses	9 Months Ended
	Sep. 30, 2015
Non-Covered Loans and Allowance for Non-Covered Loan Loss
Non-Covered Loans and Allowance for Non-Covered Loan Losses	5. Non-Covered Loans and Allowance for Non-Covered Loan Losses Non-covered loans refer to loans not covered by the FDIC loss-share agreements. Covered loans are discussed in Note 6 to the consolidated financial statements. Non-covered loans summarized by portfolio segment are as follows (in thousands). September 30, December 31, 2015 2014 Commercial and industrial (1) $ $ Real estate Construction and land development Consumer Allowance for non-covered loan losses Total non-covered loans, net of allowance $ $ (1) Includes margin loans to customers and correspondents of $606.0 million and $378.4 million at September 30, 2015 and December 31, 2014 , respectively. 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 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 require ments, 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 perfo rmance 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 and the Bank’s board of directors. In connection with the Bank Transactions, the Company acquired non-covered loans both with and without evidence of credit quality deterioration since origination. The following table presents the carrying values and the outstanding balances of the non-covered PCI loans (in thousands). September 30, December 31, 2015 2014 Carrying amount $ $ Outstanding balance Changes in the accretable yield for the non-covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions — — — Reclassifications from (to) nonaccretable difference, net (1) Disposals of loans — Accretion Balance, end of period $ $ $ $ (1) Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts. Reclassifications to nonaccretable difference occur when accruing loans are moved to nonaccrual and expected cash flows are no longer predictable and the accretable yield is eliminated. The remaining nonaccretable difference for non-covered PCI loans was $31.1 million and $18.4 million at September 30, 2015 and December 31, 2014 , respectively. Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments, which is generally when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Non-covered impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans. The amounts shown in following tables include loans accounted for on an individual basis, as well as Pooled Loans. For Pooled Loans, the recorded investment with allowance and the related allowance consider impairment measured at the pool level. Non-covered impaired loans are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related September 30, 2015 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured — — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development Consumer $ $ $ $ $ Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2014 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development Consumer $ $ $ $ $ Average investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Commercial and industrial: Secured $ $ $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development Consumer $ $ $ $ Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). September 30, December 31, 2015 2014 Commercial and industrial: Secured $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development Consumer — $ $ At September 30, 2015 and December 31, 2014 , non-covered non-accrual loans included non-covered PCI loans of $9.6 million and $6.6 million, respectively, for which discount accretion has been suspended because the extent and timing of cash flows from these non-covered PCI loans can no longer be reasonably estimated. In addition to the non-covered non-accrual loans in the table above, $1.5 million and $3.0 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at September 30, 2015 and December 31, 2014 , respectively. Interest income , including recoveries and cash payments , recorded on non-covered impaired loans was $4.9 million and $0.1 million during the three months ended September 30, 2015 and 2014 , respectively, and $7.4 million and $2.6 million during the nine months ended September 30, 2015 and 2014 , respectively. Except as noted above, non-covered PCI loans are considered to be performing due to the application of the accretion method. The Bank classifies loan modifications as 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 also reconfigures a single loan i nto two 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. The outstanding balance of TDRs granted in the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 is shown in the following tables (in thousands). There were no TDRs granted during the three months ended September 30, 2014 . The TDR gran ted during the three months ended March 31, 2015 was paid off as of June 30, 2015. At September 30, 2015, the Bank had nominal u nadvanced commitments to borrowers whose loans have been restructured in TDRs . At December 31, 2014 , the Bank had $0.5 million in unadvanced commitments to borrowers whose loans have been restructured in TDRs. Recorded Investment in Loans Modified by Interest Rate Payment Term Total Three months ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ $ Unsecured — — — — Real estate: Secured by commercial properties — — Secured by residential properties — — — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ — $ — $ $ Recorded Investment in Loans Modified by Interest Rate Payment Term Total Nine months ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ $ Unsecured — — — — Real estate: Secured by commercial properties — — Secured by residential properties — — — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ — $ — $ $ Recorded Investment in Loans Modified by Interest Rate Payment Term Total Nine months ended September 30, 2014 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ — $ — Unsecured — — — — Real estate: Secured by commercial properties — — Secured by residential properties — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — Consumer — — — — $ — $ — $ $ The following table presents information regarding TDRs granted in the three and nine months ended September 30, 2015 for which a payment was at least 30 days past due in the three and nine months ended September 30, 2015 (dollars in thousands). Number of Recorded Loans Investment Commercial and industrial: Secured — $ — Unsecured — — Real estate: Secured by commercial properties Secured by residential properties — — Construction and land development: Residential construction loans — — Commercial construction loans and land development — — Consumer — — $ An analysis of the aging of the Bank’s non-covered loan portfolio is shown in the following tables (in thousands). Accruing Loans (Non-PCI) Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due September 30, 2015 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ $ $ $ $ $ $ $ Unsecured — — Real estate: Secured by commercial properties — — — Secured by residential properties Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development — — Consumer — — $ $ $ $ $ $ $ $ Accruing Loans (Non-PCI) Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2014 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ $ $ $ $ $ $ $ — Unsecured — — Real estate: Secured by commercial properties — — — Secured by residential properties — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — Consumer — — $ $ $ $ $ $ $ $ — In addition to the non-covered loans shown in the table above, $37.0 million and $19.2 million of loans included in loans held for sale (with an unpaid principal balance of $37.2 million and $19.2 million, respectively) were 90 days past due and accruing interest at September 30, 2015 and December 31, 2014 , respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending. Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, (iv) net charge-offs, and (v) general economic conditions in the state and local markets. The Bank utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio. A risk rating is assigned based on an assessment of the borrower’s management, collateral position, financial capacity, and economic factors. The general characteristics of the various risk grades are described below. Pass – “Pass” loans present a range of acceptable risks to the Bank. Loans that would be considered virtually risk-free are rated Pass – low risk. Loans that exhibit sound standards based on the grading factors above and present a reasonable risk to the Bank are rated Pass – normal risk. Loans that exhibit a minor weakness in one or more of the grading criteria but still present an acceptable risk to the Bank are rated Pass – high risk. Special Mention – “Special Mention” loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the loans and weaken the Bank’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Bank to sufficient risk to require adverse classification. Substandard – “Substandard” loans are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Many substandard loans are considered impaired. PCI – “PCI” loans exhibited evidence of credit deterioration at acquisition that made it probable that all contractually required principal payments would not be collected. The following tables present the internal risk grades of non-covered loans, as previously described, in the portfolio by class (in thousands). September 30, 2015 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ $ $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties — Construction and land development: Residential construction loans — — Commercial construction loans and land development — Consumer — $ $ $ $ $ December 31, 2014 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ $ $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties — Construction and land development: Residential construction loans — — — Commercial construction loans and land development — Consumer — $ $ $ $ $ Allowance for Loan Losses The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans. It is management’s responsibility at the end of each quarter, or more frequently as deemed necessary, to analyze the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC. Estimated credit losses are the probable current amount of loans that the Company will be unable to collect given facts and circumstances as of the evaluation date. When management determines that a loan or portion thereof is uncollectible, the loan, or portion thereof, is charged off against the allowance for loan losses, or for acquired loans accounted for in pools, charged against the pool discount. Recoveries on charge-offs of loans acquired in the Bank Transactions that occurred prior to their acquisition represent contractual cash flows not expected to be collected and are recorded as accretion income. Recoveries on acquired loans charged-off subsequent to their acquisition are credited to the allowance for loan loss, except for recoveries on loans accounted for in pools, which are credited to the pool discount. The Bank’s loan portfolio is designated into two populations: acquired loans and originated loans. The allowance for loan losses is calculated separately for acquired and originated loans. PCI loans acquired in the PlainsCapital Merger are accounted for on an individual loan basis, while PCI loans acquired in each of the FNB Transaction and the SWS Merger are accounted for both in pools and at the individual loan level. Cash flows expected to be collected are recast quarterly for each loan or pool. These evaluations require the continued use and updating of key assumptions and estimates such as default rates, loss severity given default and prepayment speed assumptions (similar to those used for the initial fair value estimate). Management judgment must be applied in developing these assumptions. If expected cash flows for a loan or pool decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan or pool increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield . This increase in accretable yield is taken into income over the remaining life of the loan. The allowance for both originated and acquired loans is subject to regulatory examinations and determinations as to appropriateness, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance. Changes in the allowance for non-covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three Months Ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to (recapture from) operations Loans charged off — Recoveries on charged off loans — Balance, end of period $ $ $ $ $ Commercial and Construction and Nine Months Ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to (recapture from) operations Loans charged off — Recoveries on charged off loans — Balance, end of period $ $ $ $ $ Commercial and Construction and Three Months Ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to operations Loans charged off — Recoveries on charged off loans Balance, end of period $ $ $ $ $ Commercial and Construction and Nine Months Ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to operations Loans charged off — Recoveries on charged off loans Balance, end of period $ $ $ $ $ The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ $ — $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ $ $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $ The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ — $ — $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ — $ — $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $

Covered Assets and Indemnificat

Covered Assets and Indemnification Asset	9 Months Ended
	Sep. 30, 2015
Covered Assets and Indemnification Asset
Covered Assets and Indemnification Asset.	6. Covered Assets and Indemnification Asset On September 13, 2013, the Bank assumed substantially all of the liabilities, including all of the deposits, and acquired substantially all of the assets of FNB in an FDIC-assisted transaction. As part of the Purchase and Assumption Agreement by and among the FDIC (as receiver of FNB), the Bank and the FDIC (the “P&A Agreement”), the Bank and the FDIC entered into loss-share agreements covering future losses incurred on certain acquired loans and OREO. The Company refers to acquired commercial and single family residential loan portfolios and OREO that are subject to the loss-share agreements as “covered loans” and “covered OREO”, respectively, and these assets are presented as separate line items in the Company’s consolidated balance sheets. Collectively, covered loans and covered OREO are referred to as “covered assets”. Pursuant to the loss-share agreements, the FDIC has agreed to reimburse the Bank the following amounts with respect to the covered assets: (i) 80% of net losses on the first $240.4 million of net losses incurred; (ii) 0% of net losses in excess of $240.4 million up to and including $365.7 million of net losses incurred; and (iii) 80% of net losses in excess of $365.7 million of net losses incurred. Net losses are defined as b ook value losses plus certain defined expenses incurred in the resolution of assets, less subsequent recoveries. Under the loss-share agreement for commercial assets , the amount of subsequent recoveries that are reimbursable to the FDIC for a particular asset is limited to b ook value losses and expenses actually billed plus any b ook value charge-offs incurred prior to September 13, 2013 (the “Bank Closing Date”) . There is no limit on the amount of subsequent recoveries reimbursable to the FDIC under the loss-share agreement f or single family residential assets . The loss-share agreements for commercial and single family residential assets are in effect for 5 years and 10 years, respectively, from the Bank Closing Date, and the loss recovery provisions to the FDIC are in effect for 8 years and 10 years, respectively, from the Bank Closing Date. The asset arising from the loss-share agreements, referred to as the “FDIC Indemnification Asset,” is measured separately from the covered loan portfolio because the agreements are not contractually embedded in the covered loans and are not transferable should the Bank choose to dispose of the covered loans. In accordance with the loss-share agreements, the Bank may be required to make a “true-up” payment to the FDIC approximately 10 years following the Bank Closing Date if the FDIC’s initial estimate of losses on covered assets is greater than the actual realized losses. The “true-up” payment is calculated using a defined formula set forth in the P&A Agreement. Covered Loans and Allowance for Covered Loan Losses Loans acquired in the FNB Transaction that are subject to a loss-share agreement are referred to as “covered loans” and reported separately in the consolidated balance sheets. Covered loans are reported exclusive of the cash flow reimbursements that may be received from the FDIC. The Bank’s portfolio of acquired covered loans had a fair value of $1.1 billion as of the Bank Closing Date, with no carryover of any allowance for loan losses. Acquired covered loans were preliminarily segregated between those considered to be PCI loans and those without credit impairment at acquisition. In connection with the FNB Transaction, the Bank acquired loans both with and without evidence of credit quality deterioration since origination. The Company’s accounting policies for acquired covered loans, including covered PCI loans, are consistent with that of acquired non-covered loans, as described in Note 5 to the consolidated financial statements. The Company has established under its PCI accounting policy a framework to aggregate certain acquired covered loans into various loan pools based on a minimum of two layers of common risk characteristics for the purpose of determining their respective fair values as of their acquisition dates, and for applying the subsequent recognition and measurement provisions for income accretion and impairment testing. The following table presents the carrying value of the covered loans summarized by portfolio segment (in thousands). September 30, December 31, 2015 2014 Commercial and industrial $ $ Real estate Construction and land development Consumer — — Allowance for covered loans Total covered loans, net of allowance $ $ The following table presents the carrying value and the outstanding contractual balance of the covered PCI loans (in thousands). September 30, December 31, 2015 2014 Carrying amount $ $ Outstanding balance Changes in the accretable yield for the covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Reclassifications from (to) nonaccretable difference, net (1) Transfer of loans to covered OREO (2) Accretion Balance, end of period $ $ $ $ (1) Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts , but may also include the reclassification and immediate income recognition of nonaccretable difference due to the favorable resolution of loans accounted for individually . Reclassifications to nonaccretable difference occur when accruing loans are moved to nonaccrual and expected cash flows are no longer predictable and the accretable yield is eliminated. (2) Transfer of loans to covered OREO is the difference between the value removed from the pool and the expected cash flows for the loan. The remaining nonaccretable difference for covered PCI loans was $191.9 million and $382.5 million at September 30, 2015 and December 31, 2014 , respectively. During the three and nine months ended September 30, 2015 and 2014 , a combination of factors affecting the inputs to the Bank’s quarterly recast process led to the reclassifications from nonaccretable difference to accretable yield. These transfers resulted from revised cash flows that reflect better-than-expected performance of the covered PCI loan portfolio as a result of the Bank’s strategic decision to dedicate resources to the liquidation of covered loans during the noted periods. Covered impaired loans include non-accrual loans, TDRs, PCI loans and partially charged-off loans. Substantially all covered impaired loans are PCI loans. The amounts shown in following tables include Pooled Loans, as well as loans accounted for on an individual basis. For Pooled Loans, the recorded investment with allowance and the related allowance consider impairment measured at the pool level. Covered impaired loans are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related September 30, 2015 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured — — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development Consumer — — — — — $ $ $ $ $ Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2014 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development — — Consumer — — — — — $ $ $ $ $ Average investment in covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Commercial and industrial: Secured $ $ $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development Consumer — — — — $ $ $ $ Covered non-accrual loans are summarized by class in the following table (in thousands). September 30, December 31, 2015 2014 Commercial and industrial: Secured $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development Consumer — — $ $ At December 31, 2014 , covered non-accrual loans included covered PCI l oans of $31.2 million, for which discount accretion has been suspended because the extent and timing of cash flows from these covered PCI loans can no longer be reasonably estimated. There were no covered non-accrual PCI loans at September 30, 2015 . Interest income, including recoveries and cash payments, recorded on covered impaired loans was $14.3 million during the three and nine months ended September 30, 2015, respecti vely. Interest income recorded on covered impaired loans during the three and nine months ended September 30, 2014 was nominal. Ex cept as noted above, covered PCI loans are considered to be performing due to the application of the accretion method. The Bank classifies loan modifications of covered loans as TDRs in a manner consistent with that of non-covered loans as discussed in Note 5 to the consolidated financial statements. The outstanding balance of TDRs granted in the three and nine months ended September 30, 2015 is shown in the following tables (in thousands). Pooled Loans are not in the scope of the disclosure requirements for TDRs. A TDR granted during the three months ended March 31, 2015 of $0.6 million, and for which a payment was at least 30 days past due in the three months ended June 30, 2 01 5, was paid off as of September 30, 2015. There were no TDRs granted during the period from September 14, 2013 through September 30, 2014. At September 30, 2015 , the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Recorded Investment in Loans Modified by Interest Rate Payment Term Total Three Months Ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ — $ — Unsecured — — — — Real estate: Secured by commercial properties — — — — Secured by residential properties — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ — $ $ — $ Recorded Investment in Loans Modified by Interest Rate Payment Term Total Nine Months Ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ — $ — Unsecured — — — — Real estate: Secured by commercial properties — — — — Secured by residential properties Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ $ $ $ The following table presents information regarding TDRs granted in the three and nine months ended September 30, 2015 for which a payment was at least 30 days past due in the three and nine months ended September 30, 2015 (dollars in thousands). Number of Recorded Loans Investment Commercial and industrial: Secured — $ — Unsecured — — Real estate: Secured by commercial properties — Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development — — Consumer — — $ An analysis of the aging of the Bank’s covered loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total (Non ‑ PCI) Past Due September 30, 2015 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ $ — $ $ $ $ $ $ — Unsecured — — — — — — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — — Commercial construction loans and land development — Consumer — — — — — — — — $ $ $ $ $ $ $ $ Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total (Non ‑ PCI) Past Due December 31, 2014 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ — $ $ $ $ $ $ Unsecured — — — Real estate: Secured by commercial properties — — Secured by residential properties Construction and land development: Residential construction loans — — — Commercial construction loans and land development Consumer — — — — — — — — $ $ $ $ $ $ $ $ The Bank assigns a risk grade to each of its covered loans in a manner consistent with the existing loan review program and risk grading matrix used for non-covered loans, as described in Note 5 to the consolidated financial statements. The following tables present the internal risk grades of covered loans in the portfolio by class (in thousands). September 30, 2015 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ — $ $ $ Unsecured — — — Real estate: Secured by commercial properties — Secured by residential properties Construction and land development: Residential construction loans — Commercial construction loans and land development — Consumer — — — — — $ $ $ $ $ December 31, 2014 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ — $ $ $ Unsecured — — Real estate: Secured by commercial properties — Secured by residential properties — Construction and land development: Residential construction loans — Commercial construction loans and land development — Consumer — — — — — $ $ — $ $ $ The Bank’s impairment methodology for the covered loans is consistent with that of non-covered loans as discussed in Note 5 to the consolidated financial statements. To the extent there is experienced or projected credit deterioration on the acquired covered loan pools subsequent to amounts estimated at the previous quarterly recast date and expected cash flows for a loan or pool decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan or pool increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield . This increase in accretable yield i s taken into income over the remaining life of the loan. Additionally, provision for credit losses will be recorded on advances on covered loans subsequent to the acquisition date in a manner consistent with the allowance for non-covered loan losses. Changes in the allowance for covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three months ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ — $ Provision charged to (recapture from) operations — Loans charged off — — Recoveries on charged off loans — — Balance, end of period $ $ $ $ — $ Commercial and Construction and Nine months ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ — $ Provision charged to (recapture from) operations — Loans charged off — Recoveries on charged off loans — — Balance, end of period $ $ $ $ — $ Commercial and Construction and Three months ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ — $ Provision charged to (recapture from) operations — Loans charged off — — Recoveries on charged off loans — — — — — Balance, end of period $ $ $ $ — $ Commercial and Construction and Nine months ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ — $ — $ Provision charged to (recapture from) operations — Loans charged off — Recoveries on charged off loans — — — — — Balance, end of period $ $ $ $ — $ The covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ $ — $ Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ $ — $ Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $ The allowance for covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ — $ — $ — Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ — $ — $ — Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $ Covered Other Real Estate Owned A summary of the activity in covered OREO is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions to covered OREO Dispositions of covered OREO Valuation adjustments in the period Balance, end of period $ $ $ $ During the three and nine months ended September 30, 2015 and 2014 , the Bank wrote down certain covered OREO assets to fair value to reflect new appraisals on certain OREO acquired in the FNB Transaction and OREO acquired from the foreclosure on certain FNB loans acquired in the FNB Transaction. Although the Bank recorded a fair value discount on the acquired assets upon acquisition, in some cases additional downward valuations were required. These additional downward valuation adjustments reflect changes to the assumptions regarding the fair value of the OREO, including in some cases the intended use of the OREO due to the availability of more information , as well as the passage of time. The process of determining fair value is subjective in nature and requires the use of significant estimates and assumptions. Although the Bank makes market-based assumptions when valuing acquired assets, new information may come to light that causes estimates to increase or decrease. When the Bank determines, based on subsequent information, that its estimates require adjustment, the Bank records the adjustment. The accounting for such adjustments requires that the decreases to fair value be recorded at the time such new information is received, while increases to fair value are recorded when the asset is subsequently sold. All of the impairments recorded during the three and nine months ended September 30, 2015 and 2014 r elated to covered assets subject to the loss-share agreements with the FDIC. FDIC Indemnification Asset A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ FDIC Indemnification Asset accretion (amortization) Transfers to due from FDIC and other Balance, end of period $ $ $ $ As of September 30, 2015 , the Bank had billed and collected $98.9 million from the FDIC, which represented reimbursable covered losses and expenses through June 30 , 2015.

Mortgage Servicing Rights

Mortgage Servicing Rights	9 Months Ended
	Sep. 30, 2015
Mortgage Servicing Rights
Mortgage Servicing Rights	7. Mortgage Servicing Rights The following tables present the changes in fair value of the Company’s MSR asset, as included in other assets within the consolidated balance sheets, and other information related to the serviced portfolio (dollars in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions Sales — — Changes in fair value: Due to changes in model inputs or assumptions (1) Due to customer payments Balance, end of period $ $ $ $ September 30, December 31, 2015 2014 Mortgage loans serviced for others $ $ MSR asset as a percentage of serviced mortgage loans % % (1) Primarily represents 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. The key assumptions used in measuring the fair value of the Company’s MSR asset were as follows. September 30, December 31, 2015 2014 Weighted average constant prepayment rate % % Weighted average discount rate % % Weighted average life (in years) 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, 2015 2014 Constant prepayment rate: Impact of 10% adverse change $ $ Impact of 20% adverse change Discount rate: Impact of 10% adverse change Impact of 20% adverse change 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 $5.2 million and $3.1 million during the three months ended September 30, 2015 and 2014 , respectively, and $13.7 million and $8.1 million during the nine months ended September 30, 2015 and 2014 , respectively , were included in other noninterest income within the consolidated statements of operations.

Deposits

Deposits	9 Months Ended
	Sep. 30, 2015
Deposits
Deposits	8. Deposits Deposits are summarized as follows (in thousands). September 30, December 31, 2015 2014 Noninterest-bearing demand $ $ Interest-bearing: NOW accounts Money market Brokered - money market Demand Savings Time Brokered - time $ $ The significant increase in deposits at September 30, 2015 as compared to December 31, 2014 was primarily due to the inclusion of th e deposits assumed in the SWS Merger.

Short-term Borrowings

Short-term Borrowings	9 Months Ended
	Sep. 30, 2015
Short-term Borrowings
Short-term Borrowings	9. Short-term Borrowings Short-term borrowings are summarized as follows (in thousands). September 30, December 31, 2015 2014 Federal funds purchased $ $ Securities sold under agreements to repurchase Federal Home Loan Bank notes Short-term bank loans $ $ Federal funds purchased and securities sold under agreements to repurchase generally mature daily, 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 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, 2015 2014 Average balance during the period $ $ Average interest rate during the period % % September 30, December 31, 2015 2014 Average interest rate at end of period % % Securities underlying the agreements at end of period: Carrying value $ $ Estimated fair value $ $ Federal Home Loan Bank (“FHLB”) short-term notes 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 FHLB notes is shown in the following tables (dollars in thousands). Nine Months Ended September 30, 2015 2014 Average balance during the period $ $ Average interest rate during the period % % September 30, December 31, 2015 2014 Average interest rate at end of period % % 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 borrowings at September 30, 2015 and December 31, 2014 was 1.24% and 1.07% , respectively.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2015
Notes Payable
Notes Payable	10. Notes Payable On April 9, 2015, Hilltop completed an offering of $150.0 million aggregate principal amount of its 5% senior notes due 2025 (“Senior Unregistered Notes”) in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Senior Unregistered Notes were offered within the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to persons outside of the United States under Regulation S under the Securities Act. The Senior Unregistered Notes were issued pursuant to an indenture, dated as of April 9, 2015, by and between Hilltop and U.S. Bank National Association, as trustee. The net proceeds from the offering, after deducting estimated fees and expenses and the initial purchasers’ discounts, were approximately $148 million. Hilltop used the net proceeds of the offering to redeem all of Hilltop’s outstanding Non-Cumulative Perpetual Preferred Stock, Series B at an aggregate liquidation value of $114.1 million, plus accrued but unpaid dividends of $0.4 million , and Hilltop is utilizing the remainder for general corporate purposes. In connection with the issuance of the Senior Unregistered Notes, on April 9, 2015, the Company entered into a registration rights agreement with the initial purchasers of the Senior Unregistered Notes. Under the terms of the registration rights agreement, the Company agreed to offer to exchange the Senior Unregistered Notes for notes registered under the Securities Act (the “Senior Registered Notes”). The terms of the Senior Registered Notes are substantially identical to the Senior Unregistered Notes for which they were exchanged (including principal amount, interest rate, maturity and redemption rights), except that the Senior Registered Notes generally are not subject to transfer restrictions. On May 22, 2015 and subject to the terms and conditions set forth in the Senior Registered Notes prospectus, the Company commenced an offer to exchange the Senior Unregistered Notes for Senior Registered Notes. Substantially all of the Senior Unregistered Notes were tendered in the exchange offer, and on June 22, 2015, the Company fulfilled its requirements under the registration rights agreement for the Senior Unregistered Notes by issuing Senior Registered Notes in exchange for the tendered Senior Unregistered Notes. The Senior Registered Notes and the Senior Unregistered Notes that remain outstanding are collectively referred to as the “Senior Notes.” 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 Hilltop redeems 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 its 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. The indenture contains covenants that limit the Company’s ability to, among other things and subject to certain significant exceptions: (i) dispose of or issue voting stock of certain of the Company’s bank subsidiaries or subsidiaries that own voting stock of our bank subsidiaries, (ii) incur or permit to exist any mortgage, pledge, encumbrance or lien or charge on the capital stock of certain of the Company’s bank subsidiaries or subsidiaries that own capital stock of the Company’s bank subsidiaries and (iii) sell all or substantially all of the Company’s assets or merge or consolidate with or into other companies. The indenture also provides for certain events of default, which, if any of them occurs, would permit or require the principal amount, premium, if any, and accrued and unpaid interest on the then outstanding Senior Notes to be declared immediately due and payable.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Taxes
Income Taxes	11. 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 rat e was 34.9% and 35.8% during the three months ended September 30, 2015 and 2014 , respectively , and 23.5% and 36.1% during the nine months ended September 30, 2015 and 2014 , respectively. The decrease in the Company’s effective tax rate during the nine months ended September 30, 2015 was primarily due to no income taxes being recorded in conn ection with the preliminary bargain purchase gain of $81.3 million associated with the SWS Merger because the acquisition was a tax-free reorganization under Section 368(a) of the Internal Revenue Code. In addition, the Company recorded an income tax benefit of $2.1 million as a result of the SWS Merger to reverse the deferred tax liability for the difference between book and tax basis on Hilltop’s investment in SWS common stock . The Company also reversed a previously established valuation allowance of $1.9 million on a deferred tax asset associated with a capital loss carryforward . At September 30, 2015 and December 31, 2014 , the Company had net operating loss carryforwards for f ederal income tax purposes of $90.9 million and $45.5 million, respectively. This increase in net operating loss carryforwards was a result of the SWS Merger. The net operating loss carryforwards are subject to either separate return year limitations or annual limitations on their usage because of the ownership change. These net operating loss carryforwards expire in 2023 and later years. The Company expects to realize its current deferred tax asset for these net operating loss carryforwards through the implementation of certain tax planning strategies, core earnings, and reversal of timing differences. The Company has a valuation allowance recorded of $2.2 million at September 30, 2015 against its gross deferred tax asset for an investment that may result in a capital loss . This in crease in the valuation allowance of $0.3 million from December 31, 2014 was a result of an increase in the valuation allowance of $2.2 million from the SWS Merger , offset by a decrease of $1.9 million associated with the unexpected capital gain recognition on a capital loss carryforward . The Company has no valuation allowance on the remainder of its deferred tax assets at September 30, 2015 or December 31, 2014 . GAAP requires the measurement of uncertain tax positions. Uncertain tax positions are the difference between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes. At September 30, 2015 , the total amount of gross unrecognized tax benefits was $0.9 million, of which $0.6 million if recognized, would favorably impact the Company’s effective tax rate. The Company does not anticipate a significant change in the unrecognized tax benefits within the next twelve months. The Company files income tax returns in U.S. federal and numerous state jurisdictions. The Company is subject to tax audits in numerous jurisdictions in the United States until the applicable statute of limitations expires. The Company is no longer subject to U.S. federal tax examinations for tax years prior to 2012. The Company is open for various state tax audits for tax years 2010 and later. The Company is currently under income tax examination by several state authorities for tax years 2011 through 2013. The Company does not expect any significant liability to arise as a result of the examinations.

Employee Benefits

Employee Benefits	9 Months Ended
	Sep. 30, 2015
Employee Benefits
Employee Benefits	12. Employee Benefits Deferred Compensation Plan As a result of the SWS Merger, the Company assumed a deferred compensation plan offered by the former SWS (the “SWS Plan”) that allows former SWS eligible officers and employees to defer a portion of their bonus compensation and commissions. The SWS Plan matched 15% of the deferrals made by participants up to a predetermined limit through matching contributions that vest ratably over four years. Pursuant to the terms of the SWS Plan, the trustee periodically purchased the former SWS common stock in the open market. As a result of the SWS Merger, the former SWS common shares were converted into Hilltop common stock based on the terms of the merger agreement. No further contributions can be made to this plan. The assets of the SWS Plan are held in a rabbi trust and primarily include investments in company-owned life insurance (“COLI”) and Hilltop common stock. These assets are consolidated with those of the Company. Investments in COLI are carried at the cash surrender value of the insurance policies and recorded in other assets within the consolidated balance sheet at September 30, 2015 . Investments in Hilltop common stock, which are carried at cost and accounted for in a manner similar to treasury stock, and the corresponding liability related to the deferred compensation plan are presented as components of stockholders’ equity as employee stock trust and deferred compensation employee stock trust, net, respectively, at September 30, 2015 .

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies
Commitments and Contingencies	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, other than that provided by reinsurers in the insurance segment. 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 possible 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 meaningful legal uncertainties, including novel issues of law; multiple defendants and jurisdictions; whether discovery has begun or not or discovery is not complete; meaningful settlement discussions have not 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. Each of Hilltop, Securities Holdings , SWS and the individual members of the board of directors of SWS have been named as defendants in two purported stockholder class action lawsuits arising out of the SWS Merger. Both lawsuits were filed in Delaware Chancery Court ( Joseph Arceri v. SWS Group, Inc. et al and Chaile Steinberg v. SWS Group, Inc. et al filed April 8, 2014 and April 11, 2014, respectively). On May 13, 2014, the Delaware Chancery Court consolidated the two actions (the “Consolidated Action”) for all purposes. On June 10, 2014, plaintiffs filed a consolidated amended complaint. The complaint generally alleges, among other things, that the SWS board of directors breached its fiduciary duties to stockholders by failing to take steps to maximize stockholder value or to engage in a fair sale process before approving the merger, that the SWS board of directors labored under conflicts of interest, that certain provisions of the merger agreement unduly restrict SWS's ability to negotiate with other potential bidders, and that the other defendants aided and abetted the SWS board of director's breaches of fiduciary duty. The complaint further alleges, among other things, that the proxy statement/prospectus filed by Hilltop on May 29, 2014 omits or misstates certain material information. The complaints seek relief that includes, among other things, an injunction prohibiting the consummation of the SWS Merger, rescission to the extent the merger terms have already been implemented, damages for the alleged breaches of fiduciary duty, and the payment of plaintiffs' attorneys' fees and costs. On November 13, 2014, the parties to the Consolidated Action entered into a memorandum of understanding (the “MOU”) reflecting the terms of an agreement, subject to final approval by the Court and certain other conditions, to settle the Consolidated Action. Pursuant to the MOU, defendants, without admitting any wrongdoing, agreed to make certain supplemental disclosures requested by plaintiffs in the Consolidated Action, as set forth in SWS’s Current Report on Form 8-K dated November 14, 2014. In addition, Hilltop agreed to forbear from asserting certain rights under the Agreement and Plan of Merger, dated as of March 31, 2014, by and among Hilltop, Securities Holdings and SWS. The MOU further contemplates that, following confirmatory discovery, the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including court approval following notice to the former stockholders of SWS. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the applicable court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the MOU. Following completion of Hilltop’s acquisition of SWS, several purported holders of shares of SWS common stock, representing a total of approximately 8.43 million shares of common stock of SWS, filed petitions in the Court of Chancery of the State of Delaware seeking appraisal for their shares pursuant to Section 262 of the Delaware General Corporation Law. The actions are captioned as follows: Highland Select Equity Master Fund, L.P. et al. v. SWS Group, Inc. et al. , C.A. No. 10554-VCG; Lone Star Value Investors, LP et al. v. SWS Group, Inc. et al. , C.A. No. 10572-VCG; and Merlin Partners, LP et al. v. SWS Group, Inc. et al. , C.A. No. 10578-VCG. The Company believes these claims are without merit and intends to vigorously defend these actions. On or about November 2, 2012, FSC, along with thirteen other defendants, was named in a lawsuit pending in the state of Rhode Island Superior Court styled Rhode Island Economic Development Corporation v. Wells Fargo Securities, LLC, et al . FSC is included in connection with its role as financial advisor to the State of Rhode Island, specifically in connection with the Rhode Island Economic Development Corporation’s issuance of $75 million in bonds to finance a loan to 38 Studios, LLC. FSC intends to defend itself vigorously in this action. 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, including the Inquiry described below, 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. As a part of an industry-wide inquiry, PrimeLending received a subpoena from the Office of Inspector General of the U.S. Department of Housing and Urban Development regarding mortgage-related practices, including those relating to origination practices for loans insured by the Federal Housing Administration (the “FHA”). On August 20, 2014, PrimeLending received a Civil Investigative Demand from the United States Department of Justice (the “DOJ”) related to this Inquiry. According to the Civil Investigative Demand, the DOJ is conducting an investigation to determine whether PrimeLending has violated the False Claims Act in connection with originating and underwriting single-family residential mortgage loans insured by the FHA. No allegations have been asserted against PrimeLending. PrimeLending cannot predict the ultimate outcome of this investigation, and cannot make a reasonable estimate of potential liability, if any, at this time. PrimeLending continues to cooperat e with the investigation. 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 have a material effect on the Company’s business, consolidated financial position, 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 of 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. Other Contingencies The mortgage origination segment may be responsible 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 the investor or reimburses the investor’s losses. The mortgage origination segment has established an indemnification liability reserve for such probable losses. Generally, the mortgage origination segment first becomes aware that an investor believes a loss has been incurred on a sold loan when it receives a written request from the investor to repurchase the loan or reimburse the investor’s losses. Upon completing its review of the investor’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the investor is both probable and reasonably estimable. An additional reserve has been established for probable investor losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific investor requests, actual investor 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 investor claim requests. 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 investor claims to date, and therefore, are not a primary factor considered in the calculation of this reserve. At September 30, 2015 and December 31, 2014 , the mortgage origination segment’s indemnification liability reserve totaled $16.1 million and $17.6 million, respectively . The provision for indemnification losses was $1.1 million and $0.9 million during the three months ended September 30, 2015 and 2014 , respectively, and $3.1 million and $2.3 million during the nine months ended September 30, 2015 and 2014 , 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, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Claims made Claims resolved with no payment Repurchases Indemnification payments Balance, end of period $ $ $ $ Indemnification Liability Reserve Activity Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions for new sales Repurchases Early payment defaults Indemnification payments Change in estimate Balance, end of period $ $ $ $ September 30, December 31, 2015 2014 Reserve for Indemnification Liability: Specific claims $ $ Incurred but not reported claims Total $ $ 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. In connection with the FNB Transaction, the Bank entered into two loss-share agreements with the FDIC that collectively cover $1.2 billion of loans and OREO acquired in the FNB Transaction. Pursuant to the loss-share agreements, the FDIC has agreed to reimburse the Bank the following amounts with respect to the covered assets: (i) 80% of net losses on the first $240.4 million of net losses incurred; (ii) 0% of net losses in excess of $240.4 million up to and including $365.7 million of net losses incurred; and (iii) 80% of net losses in excess of $365.7 million of net losses incurred. Net losses are defined as b ook value losses plus certain defined expenses incurred in the resolution of assets, less subsequent recoveries. Under the loss-share agreement for commercial assets , the amount of subsequent recoveries that are reimbursable to the FDIC for a particular asset is limited to b ook value losses and expenses actually billed plus any b ook value charge-offs incurred prior to the Bank Closing Date . There is no limit on the amount of subsequent recoveries reimbursable to the FDIC under the loss-share agreement f or single family residential assets . The loss-share agreements for commercial and single family residential assets are in effect for 5 years and 10 years, respectively, from the Bank Closing Date and the loss recovery provisions to the FDIC are in effect for 8 years and 10 years, respectively, from the Bank Closing Date. In accordance with the loss-share agreements, the Bank may be required to make a “true-up” payment to the FDIC approximately 10 years following the Bank Closing Date if the FDIC’s initial estimate of losses on covered assets is greater than the actual realized losses. The “true-up” payment is calculated using a defined formula set forth in the P&A Agreement. As of September 30, 2015 , the Bank estimated that the sum of covered losses and reimbursable expenses subject to the loss-share agreements will excee d $240.4 million, but will not exceed $365.7 million. Unless actual plus projected covered losses and reimbursable expenses exceed $365.7 million, the Bank will not record a dditional amounts to the FDIC Indemnification Asset. As of September 30, 2015 , the Bank had billed $123.7 million of covered net losses to the FDIC, of which 80% , or $98.9 million, were reimbursable under the loss-share agreements. As of September 30, 2015 , the Bank had received aggregate reimbursements of $98.9 million from the FDIC.

Financial Instruments with Off-

Financial Instruments with Off-Balance Sheet Risk	9 Months Ended
	Sep. 30, 2015
Financial Instruments with Off-Balance Sheet Risk
Financial Instruments with Off-Balance Sheet Risk	14. Financial Instruments with Off-Balance Sheet Risk 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 $1.6 billion at September 30, 2015 and outstanding financial and performance standby letters of credit of $45.5 million at September 30, 2015 . The Bank uses the same credit policies in making commitments and standby letters of credit as it does for on-balance sheet instruments. 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. 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, 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.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2015
Stock-Based Compensation
Stock-Based Compensation	15. Stock-Based Compensation Pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “2012 Plan”), the Company may grant nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards to employees of the Company, its subsidiaries and outside directors of the Company. In the aggregate, 4,000,000 shares of common stock may be delivered pursuant to awards granted under the 2012 Plan. At September 30, 2015 , 3,947,579 shares of common stock remained available for issuance pursuant to the 2012 Plan , including shares that may be delivered pursuant to outstanding awards . During th e nine months ended September 30, 2015 , the Compensation Committee of the Board of Directors of the Company awarded certain executives and key employees an aggregate of 459,975 restricted stock units (“RSUs”) pursuant to the 2012 Plan , of which 449,110 remained outstanding at September 30, 2015. At September 30, 2015 , 353,272 of these RSUs were subject to time-based vesting conditions and generally provided for a cliff vest on the third anniversary of the grant date, and 95,838 of these RSUs provided for vest ing based upon the achievement of certain performance goals over a three -year period. The RSUs awarded during the nine months ended September 30, 2015 are subject to service conditions set forth in the award agreements, with associated costs recognized on a straight-line basis over the respective vesting period s. The weighted average grant date fair value related to these RSUs was $19.51 per share. At September 30, 2015 , unrecognized compensation expense related to the RSUs awarded during the nine months ended September 30, 2015 was $7.4 million, which will be amortized through August 2018. The RSUs are not transferable, and the shares of common stock issuable upon conversion of vested RSUs are generally subject to transfer restrictions for a period of one year following conversion, subject to certain exceptions. In addition, the applicable RSU award agreements provide for accelerated vesting under certain conditions. Prior to the completion of the SWS Merger and in accordance with the SWS merger agreement, on August 20, 2014, SWS granted restricted shares of SWS common stock to certain of its executive officers and key employees. On January 1, 2015, the effective time of the SWS Merger, these restricted shares of SWS common stock converted into the right to receive an aggregate of 62,994 restricted shares of Hilltop common stock (“Restricted Stock Awards”) based on the value of the merger consideration, and their vesting schedule did not accelerate. At September 30, 2015 , 12,118 Restricted Stock Awards remained outstanding . Such Restricted Stock Awards generally vest in three equal annual installments beginning on August 20, 2015, and are subject to service conditions set forth in the award agreements, with associated costs recognized on a straight-line basis over the respective vesting periods. The fair value of these Restricted Stock Awards at the time of conversion was $19.95 per share. At September 30, 2015 , unrecognized compensation expense related to these Restricted Stock Awards was $0.2 million, which will be amortized through August 2017. The award agreements governing these Restricted Stock Awards provide for accelerated vesting under certain conditions. During 2014 and 2013 , the Compensation Committee of the Board of Directors of the Company awarded certain executives and key employees an aggregate of 444,175 RSUs and 471,000 Restricted Stock Awards, respectively, pursuant to the 2012 Plan, of which 411,325 and 444,000 , respectively, remained outstanding at September 30, 2015 . At September 30, 2015 , unrecognized compensation expense related to these awards was $6.1 million, which will be amortized through December 2017. The award agreements governing these awards provide for accelerated vesting under certain conditions. Compensation expense related to the plans was $2.0 million and $1.3 million during the three months ended September 30, 2015 and 2014 , respectively, and $6.2 million and $3.3 million during the nine months ended September 30, 2015 and 2014 , respectively. During the nine months ended September 30, 2015 and 2014 , Hilltop granted 8,219 and 7,227 shares of common stock to certain non-employee members of the Company’s Board of Directors for services rendere d to the Company pursuant to the 2012 Plan.

Regulatory Matters

Regulatory Matters	9 Months Ended
	Sep. 30, 2015
Regulatory Matters
Regulatory Matters	16. Regulatory Matters Banking and Hilltop The Bank and Hilltop are subject to various regulatory capital requirements administered by the 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 the Bank 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 capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. On January 1, 2015, the new comprehensive capital framework (“Basel III”) for U.S. banking organizations became effective for the Bank and Hilltop for reporting periods beginning after January 1, 2015 (subject to a phase-in period through January 2019). Under Basel III, total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of common equity Tier 1 capital and additional Tier 1 capital. Total capital is the sum of Tier 1 capital and Tier 2 capital. 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 addition, under the final rules, bank holding companies with less than $15 billion in assets as of December 31, 2009 are allowed to continue to include junior subordinated debentures in Tier 1 capital, subject to certain restrictions. However, if an institution grows to above $15 billion in assets as a result of an acquisition, or organically grows to above $15 billion in assets and then makes an acquisition, the combined trust preferred issuances must be phased out of Tier 1 and into Tier 2 capital (75% in 2015 and 100% in 2016). All of the debentures issued to the Trusts, less the common stock of the Trusts, qualified as Tier 1 capital as of September 30, 2015 , under guidance issued by the Board of Governors of the Federal Reserve System. The following table shows the Bank’s and Hilltop’s consolidated actual capital amounts and ratios compared to the regulatory minimum capital requirements and the Bank’s regulatory minimum capital requirements needed to qualify as a “well-capitalized” institution in accordance with Basel III as measured at September 30, 2015 and applicable regulatory guidelines at December 31, 2014 (dollars in thousands). To Be Well Capitalized Minimum Capital Minimum Capital Actual Requirements Requirements Amount Ratio Amount Ratio Amount Ratio September 30, 2015 Tier 1 capital (to average assets): Bank $ % $ % $ % Hilltop % % N/A N/A Common equity Tier 1 capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A Tier 1 capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A Total capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A December 31, 2014 Tier 1 capital (to average assets): Bank $ % $ % $ % Hilltop % % N/A N/A Tier 1 capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A Total capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A To be considered “adequately capitalized” (as defined) under regulatory requirements, the Bank must maintain minimum Tier 1 capital to total average assets of 4% , common equity Tier 1 capital to risk-weighted assets of 4.5% , Tier 1 capital to risk-weighted assets ratios of 6% (an increase from 4% prior to January 1, 2015), and a total capital to risk-weighted assets ratio of 8% . Based on the actual capital amounts and ratios shown in the previous table, the Bank’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Broker-Dealer Pursuant to the net ca pital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), FSC and Hilltop Securities have each elected to determine their respective net capital requirements using the alternative method. Accordingly, FSC and Hilltop Securities are requ ired to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $250,000 and 1,000,000 , respectively, 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 ca pital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of the aggregate debit items. HTS Independent Network follows the primary (aggregate indebtedness) method, as defined in Rule 15c3-1 promulgated und er the Exchange Act, which requires the maintenance of the larger of minimum net capital of $250,000 or 1/15 of aggregate indebtedness. At September 30, 2015 , the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent FSC Securities Network Net capital $ $ $ Less required net capital Excess net capital $ $ $ Net capital as a percentage of aggregate debit items % % Net capital in excess of 5% aggregate debit items $ $ Under certain conditions, the Hilltop Broker-Dealers 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 under the provisions of the Exchange Act are not available for general corporate purposes. A t September 30, 2015 and December 31, 2014 , t he Hilltop Broker-Dealers held cash of $227.3 million and $76.0 million , respectively , segregated in special reserve bank accounts for the benefit of customers . Additionally, t he Hilltop Broker-Dealers had $1.0 million in cash in special reserve account s for the benefit of proprietary accounts of introducing broker-dealers at September 30, 2015 . T he fair values of these segregated assets included in special reserve accounts were determined using Level 1 inputs. Mortgage Origination As a mortgage originator, PrimeLending is subject to minimum net worth requirements established by the U.S. Department of Housing and Urban Development (“HUD”) and the GNMA. On an annual basis, PrimeLending submits audited financial statements to HUD and GNMA documenting PrimeLending’s compliance with its minimum net worth requirements. In addition, PrimeLending monitors compliance on an ongoing basis and, as of September 30, 2015 , PrimeLending’s net worth exceeded the amounts required by both HUD and GNMA. Insurance The statutory financial statements of the Company's insurance subsidiaries, which are domiciled in the State of Texas, are presented on the basis of accounting practices prescribed or permitted by the Texas Department of Insurance. Texas has adopted the statutory accounting practices of the National Association of Insurance Commissioners (“NAIC”) as the basis of its statutory accounting practices with certain differences that are not significant to the insurance company subsidiaries’ statutory equity. A summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary is as follows (in thousands). September 30, December 31, 2015 2014 Capital and surplus: National Lloyds Insurance Company $ $ American Summit Insurance Company Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Statutory net income (loss): National Lloyds Insurance Company $ $ $ $ American Summit Insurance Company Regulations of the Texas Department of Insurance require insurance companies to maintain minimum levels of statutory surplus to ensure their ability to meet their obligations to policyholders. At September 30, 2015 , the Company's insurance subsidiaries had statutory surplus in excess of the minimum required. The NAIC has adopted a risk based capital (“RBC”) formula for insurance companies that establishes minimum capital requirements indicating various levels of available regulatory action on an annual basis relating to insurance risk, asset credit risk, interest rate risk and business risk. The RBC formula is used by the NAIC and certain state insurance regulators as an early warning tool to identify companies that require additional scrutiny or regulatory action. At September 30, 2015 , the Company's insurance subsidiaries' RBC ratio exceeded the level at which regulatory action would be required.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Stockholders' Equity Note
Stockholders' Equity	17. Stockholders’ Equity Stock Repurchase Program During the second quarter of 2015, the Company’s Board of Directors approved a stock repurchase program under which it authorized the Company to repurchase, in the aggregate, up to $30.0 million of its outstanding common stock. Under the stock repurchase program authorized, the Company may repurchase shares in open-market purchases or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Exchange Act. As of September 30, 2015, the Company had repurchased an aggregate of $30.0 million of its outstanding common stock, and does not intend to make any future purchases of its common stock under this program. The extent to which the Company repurchase d its shares and the timing of such repurchases depend ed 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 , the Company 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 the Company’s pool of authorized but unissued shares of common stock. The Company uses the par value method of accounting for its stock repurchases, whereby the par value of the shares is deducted from common stock. The excess of the cost of shares acquired over the par value is allocated to additional paid-in capital based on an estimated average sales price per issued share with the excess amounts charged to retained earnings.

Derivative Financial Instrument

Derivative Financial Instruments	9 Months Ended
	Sep. 30, 2015
Derivative Financial Instruments
Derivative Financial Instruments	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 net interest margin. 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”). Additionally, PrimeLending has interest rate risk relative to its MSR asset. During the three months ended September 30, 2014, PrimeLending began using derivative instruments, including interest rate swaps and swaptions, 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. Non-Hedging Derivative Instruments and the Fair Value Option As discussed in Note 3 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 complex hedge accounting provisions. The fair values of PrimeLending’s IRLCs, forward commitments, and interest rate swaps and swaptions 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. The fair value of PrimeLen ding’s derivative instruments de creased $15.5 million during the three months ended September 30, 2015 , compared with a n in crease of $0.2 million during the same period in 2014 , and an increase of $17.8 million during the nine months ended September 30, 2015 , c ompared with a decrease of $5.0 million during the same period in 2014 . 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 3 to the consolidated financial statements. The fair values of the Hilltop Broker-Dealers’ derivative instruments are recorded in other assets or other liabilities, as appropriate, and the fair values of the Hilltop Broker-Dealers’ derivatives increased $12.7 million and $5.3 million during the three months ended September 30, 2015 and 2014 , re spectively, and increased $30.5 million and $11.4 million during the nine months ended September 30, 2015 and 2014 , respectively. The changes in fair value were recorded as a component of other noninterest income. Derivative positions are presented in the following table (in thousands). September 30, 2015 December 31, 2014 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ $ $ $ Commitments to purchase MBSs Commitments to sell MBSs Interest rate swaps and swaptions PrimeLending had cash collateral advances totaling $8.4 million and $6.6 million to offset net liability derivative positions on its commitments to sell MBSs at September 30, 2015 and December 31, 2014 , respectively. In addition, PrimeLending advanced cash collateral totaling $4.0 million and $3.3 million in initial margin on its interest rate swaps and swaptions at September 30, 2015 and December 31, 2014 , respectively. These amounts are included in other assets within the consolidated balance sheets.

Balance Sheet Offsetting

Balance Sheet Offsetting	9 Months Ended
	Sep. 30, 2015
Balance Sheet Offsetting
Balance Sheet Offsetting	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 Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Assets Cash of Recognized Offset in the Presented in the Financial Collateral Net Assets Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2015 Securities borrowed: Institutional counterparties $ $ — $ $ $ — $ — Interest rate swaps and swaptions: Institutional counterparties — — Reverse repurchase agreements: Institutional counterparties — — Forward MBS derivatives: Institutional counterparties — — — $ $ $ $ $ — $ December 31, 2014 Securities borrowed: Institutional counterparties $ $ — $ $ $ — $ — Interest rate swaps and swaptions: Institutional counterparties — — — Forward MBS derivatives: Institutional counterparties — — — $ $ — $ $ $ — $ Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Liabilities Cash of Recognized Offset in the Presented in the Financial Collateral Net Liabilities Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2015 Securities loaned: Institutional counterparties $ $ — $ $ $ — $ — Interest rate swaps and swaptions: Institutional counterparties — — Repurchase agreements: Institutional counterparties — — — Customer counterparties — — — Forward MBS derivatives: Institutional counterparties — $ $ $ $ $ — $ December 31, 2014 Securities loaned: Institutional counterparties $ $ — $ $ $ — $ — Repurchase agreements: Customer counterparties — — — Forward MBS derivatives: Institutional counterparties — $ $ $ $ $ $ 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 within one to thirty days from the transaction 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 includes 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 no repurchase-to-maturity transactions outstanding at September 30, 2015 or December 31, 2014 . Remaining Contractual Maturities Overnight and Greater Than September 30, 2015 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ $ $ $ — $ Securities lending transactions: U.S. Treasury and agency securities — — — Corporate securities — — — Equity securities — — — Total $ $ $ $ — $ Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ Amount related to agreements not included in offsetting disclosure above $ — Remaining Contractual Maturities Overnight and Greater Than December 31, 2014 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ $ — $ — $ — $ Securities lending transactions: U.S. Treasury and agency securities — — — Corporate securities — — — Equity securities — — — Total $ $ — $ — $ — $ Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ Amount related to agreements not included in offsetting disclosure above $ —

Broker-Dealer and Clearing Orga

Broker-Dealer and Clearing Organization Receivables and Payables	9 Months Ended
	Sep. 30, 2015
Broker-Dealer and Clearing Organization Receivables and Payables
Broker-Dealer and Clearing Organization Receivables and Payables	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, 2015 2014 Receivables: Securities borrowed $ $ Securities failed to deliver Clearing organizations Trades in process of settlement, net — Other $ $ Payables: Securities loaned $ $ Correspondents Securities failed to receive Clearing organizations $ $

Reserves for Losses and Loss Ad

Reserves for Losses and Loss Adjustment Expenses	9 Months Ended
	Sep. 30, 2015
Reserves for Losses and Loss Adjustment Expenses
Reserves for Losses and Loss Adjustment Expenses	21. Reserve for Losses and Loss Adjustment Expenses A rollforward of NLC’s reserve for unpaid losses and loss adjustment expenses (“LAE”), as included in other liabilities within the consolidated balance sheets, is as follows (in thousands). Nine Months Ended September 30, 2015 2014 Balance, beginning of period $ $ Less reinsurance recoverables Net balance, beginning of period Incurred related to: Current year Prior years Total incurred Payments related to: Current year Prior years Total payments Net balance, end of period Plus reinsurance recoverables Balance, end of period $ $ The increase in NLC’s reserves at September 30, 2015 as compared with September 30, 2014 of $10.4 million is primarily due to increased reserves attributable to an increase in frequency and severity of severe weather events in our geographic coverage area as well as the prior period adverse development and additional reinsurance recoverables associated with the increase in reserves. The prior period adverse development of $5.8 million during the nine months ended September 30, 2015 w as primarily related to litigation emerging from a series of hail storms within the 2012 through 2014 accident years.

Reinsurance Activity

Reinsurance Activity	9 Months Ended
	Sep. 30, 2015
Reinsurance Activity
Reinsurance Activity	22. Reinsurance Activity NLC limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risk. Substantial amounts of business are ceded, and these reinsurance contracts do not relieve NLC from its obligations to policyholders. Such reinsurance includes quota share, excess of loss, catastrophe, and other forms of reinsurance on essentially all property and casualty lines of insurance. Net insurance premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Failure of reinsurers to honor their obligations could result in losses to NLC; consequently, allowances are established for amounts deemed uncollectible as NLC evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At September 30, 2015 , reinsurance receivables had a carrying value of $18.8 million, which is included in other assets within the consolidated balance sheet. There was no allowance for uncollectible accounts at September 30, 2015 , based on NLC’s quality requirements. The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Written Earned Written Earned Written Earned Written Earned Premiums from direct business $ $ $ $ $ $ $ $ Reinsurance assumed Reinsurance ceded Net premiums $ $ $ $ $ $ $ $ The effects of reinsurance on incurred losses are as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Loss and LAE incurred $ $ $ $ Reinsurance recoverables Net loss and LAE incurred $ $ $ $ Multi-line excess of loss coverage In addition to the catastrophe reinsurance noted below, both NLIC and ASIC participate in an excess of loss program placed with various reinsurers. This program is limited to each risk with respect to property and liability in the amount of $500,000 for each of NLIC and ASIC. Each of NLIC and ASIC retain $500,000 in this program. Catastrophic coverage At September 30, 2015 , NLC had catastrophic excess of loss reinsurance coverage of losses per event in excess of $8.0 million retention by NLIC and $1.5 million retention by ASIC. ASIC maintained an underlying layer of coverage, providing $6.5 million in excess of its $1.5 million retention to bridge to the primary program. The reinsurance for NLIC and ASIC in excess of $8.0 million is comprised of four layers of protection: $17.0 million in excess of $8.0 million retention and/or loss; $25.0 million in excess of $25.0 million loss; $25.0 million in excess of $50.0 million loss and $50 .0 million in excess of $75.0 million loss. NLIC and ASIC retain no participation in any of the layers, beyond the first $8 .0 million and $1.5 million, respectively. At September 30, 2015 , total retention for any one catastrophe that affects both NLIC and ASIC was limited to $8.0 million in the aggregate. Effective January 1, 2015, NLC renewed its underlying excess of loss contract that provides $10.0 million aggregate coverage for sub-catastrophic events. NLC retains a 9% participation in this coverage. Effective July 1, 2015, NLC renewed its catastrophic excess of loss reinsurance coverage for a two -year period. The reinsurance for NLIC and ASIC in excess of $8.0 million continues in four layers, but the coverage provided in the third and fourth layers was realigned and the total coverage provided was reduced to $125.0 million ($140.0 million through June 30, 2015) . The third and fourth layers of coverage provide $25.0 million ($50.0 million through June 30, 2015) in excess of $50.0 million loss and $50.0 million ($40.0 million through June 30, 2015) in excess of $75.0 million loss.

Segment and Related Information

Segment and Related Information	9 Months Ended
	Sep. 30, 2015
Segment and Related Information
Segment and Related Information	23. Segment and Related Information The Company currently has four reportable business segments that are organized primarily by the core products offered to the segments’ respective customers. These segments reflect the manner in which operations are managed and the criteria used by the Company’s chief operating decision maker function to evaluate segment performance, develop strategy and allocate resources. The chief operating decision maker function consists of the President and Chief Executive Officer of the Company and the Chief Executive Officer of PlainsCapit al. For the third quarter of 2015, the Company began presenting the preliminary bargain purchase gain associated with the SWS Merger , previously allocated to the b anking and b roker- d ealer reportable business segments , within c orporate to reflect the Company’s internal evaluation of segment performance. This change is reflected in the segment operating results within noninterest income for the nine months ended September 30, 2015. Additionally, related amounts previously reported in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, respectively, within the notes to the consolidated financial statements, will be revised in future filings. This change had no impact on the Company’s consolidated results of operations. The banking segment includes the operations of the Bank and, since January 1, 2015, the operations of the former SWS FSB acquired in the SWS Merger. The broker-dealer segment includes the operations of First Southwest and, since January 1, 2015, the broker-dealer operations ac quired in the SWS Merger. The mortgage origination segment is composed of PrimeLending, while the insurance segment is composed of NLC. Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, and management and administrative services to support the overall operations of the Company including, but not limited to, certain executive management, corporate relations, legal, finance and acquisition costs. 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 reportable business segment revenues, operating results, goodwill and assets (in thousands). Mortgage All Other and Hilltop Three Months Ended September 30, 2015 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income — Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ Mortgage All Other and Hilltop Nine Months Ended September 30, 2015 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ Mortgage All Other and Hilltop Three Months Ended September 30, 2014 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income — Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ Mortgage All Other and Hilltop Nine Months Ended September 30, 2014 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income — Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ September 30, 2015 Goodwill $ $ $ $ $ — $ — $ Total assets $ $ $ $ $ $ $ December 31, 2014 Goodwill $ $ $ $ $ — $ — $ Total assets $ $ $ $ $ $ $

Earnings per Common Share

Earnings per Common Share	9 Months Ended
	Sep. 30, 2015
Earnings per Common Share
Earnings per Common Share	24. Earnings per Common Share Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share pursuant to the two-class method prescribed by the Earnings Per Share Topic of the ASC. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Restricted Stock Awards are the only instruments issued by Hilltop which qualify as participating securities. Net earnings, less any preferred dividends accumulated for the period (whether or not declared), is allocated between the common stock and participating securities pursuant to the two-class method. Basic earnings per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested restricted shares. Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares, excluding the participating securities, were issued using the treasury stock method. During the three and nine months ended September 30, 2015 and 2014 , stock options and RSUs are the only potentially dilutive non-participating instruments issued by Hilltop. Next, the Company determines and includes in the diluted earnings per common share calculation the more dilutive effect of the participating securities using the treasury stock method or the two-class method. Undistributed losses are not allocated to the nonvested share-based payment awards (the participating securities) under the two-class method as the holders are not contractually obligated to share in the losses of the Company. 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, 2015 2014 2015 2014 Basic earnings per share: Income applicable to Hilltop common stockholders $ $ $ $ Less: income applicable to participating shares Net earnings available to Hilltop common stockholders $ $ $ $ Weighted average shares outstanding - basic Basic earnings per common share $ $ $ $ Diluted earnings per share: Income applicable to Hilltop common stockholders $ $ $ $ Weighted average shares outstanding - basic Effect of potentially dilutive securities Weighted average shares outstanding - diluted Diluted earnings per common share $ $ $ $

Recently Issued Accounting Stan

Recently Issued Accounting Standards	9 Months Ended
	Sep. 30, 2015
Recently Issued Accounting Standards
Recently Issued Accounting Standards	25. Recently Issued Accounting Standards In September 2015, FASB issued Accounting Standards Update (“ASU”) 2015-16 as part of its initiative to reduce complexity in accounting standards and eliminate the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes. The amendment is effective for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements. In June 2015, FASB issued ASU 2015-10 to clarify the codification, correct unintended application of guidance, eliminate inconsistencies, and to improve the codification’s presentation of guidance for a wide range of topics in the codification. Transition guidance varies based on the amendments included. The amendments that require transition guidance are effe ctive for annual periods, and interim periods within those fiscal periods, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements. However, the Company has adopted the amendment related to a clarification of the disclosure requirements for nonrecurring fair value measurements made during the period. In May 2015, the FASB iss ued ASU 2015-09 requiring enhanced disclosures for insurers relating to short-duration insurance contract claims and the unpaid claims liability rollforward for long and short-duration contracts. The amendment is effective for annual periods beginning after December 15, 2015 and interim reporting periods thereafter. Early adoption is permitted. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 to simplify presentation of debt issuance costs to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by this amendment. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2015 using the retrospective method of adoption. As permitted within the amendment, the Company elected to early adopt the provisions of this amendment beginning with the three months ended June 30, 2015. Adoption of the amendment resulted in unamortized debt issuance costs of $1.9 million in connection with Hilltop’s issuance of the 5% senior notes due 2025 on April 9, 2015 being presented in the consolidated balance sheet at June 30, 2015 as a reduction from the $150.0 million aggregate principal amount. During the three and nine months ended September 30, 2015 , debt issuance cost s of $33 thousand and $0.1 million, respectively, were amortized and included in interest expense. In February 2015, the FASB issued ASU 2015-02 to modify the analysis that companies must perform in order to determine whether a legal entity should be consolidated. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidated analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (iv) provide a scope exception for certain entities. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements. In January 2015, the FASB issued ASU 2015-01 as part of its initiative to reduce complexity in accounting standards. This amendment eliminates the concept of extraordinary items. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2015 and may be adopted using either a full retrospective transition method or a prospective transition method. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09 which clarifies the principles for recognizing revenue from contracts with customers. The amendment outlines a single comprehensive model for entities to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendment was initially scheduled to be effective for the Company no earlier than the first quarter of 2017, however, in July 2015, the FASB voted to defer the effective date by one year. Therefore, the amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017 and may be adopted using either a full retrospective transition method or a modified retrospective transition method. Early adoption is permitted no earlier than the first quarter of 2017. The Company is currently evaluating the provisions of the amendment and the impact on its future consolidated financial statements .

Summary of Significant Accoun34

Summary of Significant Accounting and Reporting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting and Reporting Policies
Nature of Operations	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, as amended by the Gramm-Leach-Bliley Act of 1999. 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, mortgage origination and insurance subsidiaries. The Company provides its products and services through three primary operating subsidiaries, PlainsCapital Corporation (“PlainsCapital”), Hilltop Securities Holdings LLC (“Securities Holdings ”) and National Lloyds Corporation (“NLC”). PlainsCapital is a financial holding company, headquartered in Dallas, Texas, that provides, through its subsidiaries, traditional banking services, wealth and investment management and treasury management primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company, headquartered in Dallas, Texas, 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, equity trading, clearing, securities lending, structured finance and retail brokerage services throughout the United States. NLC is a property and casualty insurance holding company, headquartered in Waco, Texas, that provides, through its subsidiaries, fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the southern United States. On January 1, 2015, Hilltop completed its acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction (the "SWS Merger"), whereby SWS’s broker-dealer subsidiaries, Southwest Securities , Inc. and SWS Financial Services, Inc., became subsidiaries of Securities Holdings, a wholly owned subsidiary of Hilltop initially formed for the purpose of facilitating this transaction , and SWS’s banking subsidiary, Southwest Securities, FSB (“SWS FSB”), was merged into the Bank, an indirect wholly owned subsidiary of Hilltop. As a result of the SWS Merger, each outstanding share of SWS common stock was converted into the right to receive 0.2496 shares of Hilltop common stock and $1.94 in cash, equating to $6.92 per share based on Hilltop’s closing price on December 31, 2014 and resulting in an aggregate purchase price of $349.1 million, consisting of 10.1 million shares of common stock, $78.2 million in cash and $70.3 million associated with Hilltop’s existing investment in SWS common stock. Additionally, due to appraisal rights proceedings filed in connection with the SWS Merger, the merger consideration is subject to change, and is therefore, preliminary as of the date of this report. Based on purchase date valuations, the fair value of the assets acquired was $3.3 billion, including $707.5 million in securities , $863.8 million in non-covered loans and $1.2 billion in broker-dealer and clearing organization receivables. The fair value of liabilities assumed was $2.9 billion, consisting primarily of deposits of $1.3 billion and $1.1 billion in broker-dealer and clearing organization payabl es. On October 5, 2015, Southwest Securities , Inc. and SWS Financial Services, Inc. w ere renamed “ Hilltop Securities Inc. ” (“Hilltop Securities”) and “ Hilltop
Basis of Presentation	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, 2014 (“ 2014 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 loan losses, the fair values of financial instruments, the amounts receivable from the Federal Deposit Insurance Corporation (the “FDIC”) under loss-share agreements (the “FDIC Indemnification Asset”), reserves for losses and loss adjustment expenses, the mortgage loan indemnification liability, and the potential impairment of 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. The operations of SWS were included in the Company’s operating results beginning January 1, 2015 and such operations included a preliminary bargain purchase gain of $82.8 million as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2015. I n accordance with the Business Combinations Topic of the Accounting Standards Codification (“ASC”) , d uring the quarter ended June 30, 2015, the estimated fair value of the customer relationship intangible asset acquired as of January 1, 2015 was adjusted downward as a result of management’s review and approval of certain key assumptions that existed as of January 1, 2 015. Additionally, during the quarter ended September 30, 2015, the estimated fair value of deferred tax assets acquired as of January 1, 2015 was adjusted upward as a result of management’s review and filing of SWS’s consolidated federal tax return for the year ended December 31, 2014. These adjustments resulted in a net decrease in the preliminary bargain purchase gain associated with the SWS Merger to $81.3 million. This change is reflected in the consolidated statements of operations within noninterest income during the nine months ended September 30, 2015 . In the aggregate, t he se adjustment s to the preliminary bargain purchase gain decreased net income for the three months ended March 31, 2015 by $1.5 million as compared with amounts previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Additionally, certain amounts previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 within the consolidated balance sheet as of March 31, 2015, and the related statement s of comprehensive income, stockholders’ equity and cash flows for the three months ended March 31, 2015, as well as the notes to the consolidated financial statements, will be revised in future filings. Certain reclassifications have been made to the prior period consolidated financial statements to conform with the current period presentation. Additionally, d uring the preparation of the condensed consolidated financial statements for the period ended September 30, 2015, the Company determined that its previously reported unaudited consolidated statements of cash flows contained in the previously filed Quarterly Reports on Form 10-Q filed with SEC on May 6, 2015 and July 29, 2015 contained a classification error related to how certain acquired balances related to its acquisition of SWS were reflected . Management has evaluated the quantitative and qualitative impact of the classification error to previously issued unaudited consolidated statements of cash flows and concluded that the previously issued condensed consolidated financial statements were not materially misstated. H owever, in order to correctly present the cash flow statements, management has elected to revise the unaudited consolidated statements of cash flows for each of the three months ended March 31, 2015 and six months ended June 30, 2015 in its future filings. The correction had no impact on the Company’s financial condition or results of operations for the periods presented. The following table summarizes the revisions made to the Company’s unaudited consolidated statements of cash flows for the noted periods (in thousands) . Three Months Ended March 31, 2015 Six Months Ended June 30,2015 As Originally Reported As Revised As Originally Reported As Revised Operating Activities Net change in broker-dealer and clearing organization receivables $ $ $ $ Net change in broker-dealer and clearing organization payables Net cash provided by (used in) operating activities Investing Activities Net change in loans Net cash provided by investing activities Financing Activities Net change in deposits Net cash used in financing activities Net change in cash and cash equivalents Hilltop owns 100% of the outstanding stock of PlainsCapital. PlainsCapital owns 100% of the outstanding stock of the Bank and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”) and has a 100% membership interest in PlainsCapital Securities, LLC. PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC, the controlling and sole managing member of PrimeLending Ventures, LLC (“Ventures”). Hilltop has a 100% membership interest in Securities Holdings , which operates through its wholly-owned subsidiaries, First Southwest Holdings, LLC (“First Southwest ”), Hilltop Securities and HTS Independent Network . T he principal subsidiaries of First Southwest are First Southwest Company, LLC (“FSC”), a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), and First Southwest Asset Management, LLC, a registered investment advisor under the Investment Advisors Act of 1 940. Hilltop Securities is a broker-dealer registered with the SEC and FINRA and a member of the NYSE, and HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA. Hilltop also owns 100% of NLC, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”). The consolidated financial statements include the accounts of the above-named entities. All significant 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 Financial Accounting Standards Board (“FASB”) ASC. PlainsCapital also owns 100% of the outstanding common securities of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities Subsections of the ASC, because the primary beneficiaries of the Trusts are not within the consolidated group.

Summary of Significant Accoun35

Summary of Significant Accounting and Reporting (Tables)	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting and Reporting Policies
Schedule of revisions made to the consolidated statements of cash flows	The following table summarizes the revisions made to the Company’s unaudited consolidated statements of cash flows for the noted periods (in thousands) . Three Months Ended March 31, 2015 Six Months Ended June 30,2015 As Originally Reported As Revised As Originally Reported As Revised Operating Activities Net change in broker-dealer and clearing organization receivables $ $ $ $ Net change in broker-dealer and clearing organization payables Net cash provided by (used in) operating activities Investing Activities Net change in loans Net cash provided by investing activities Financing Activities Net change in deposits Net cash used in financing activities Net change in cash and cash equivalents

Acquisition (Tables)

Acquisition (Tables) - SWS	9 Months Ended
	Sep. 30, 2015
Acquisitions
Schedule of components of the consideration paid	The components of the consideration paid are shown in the following table (in thousands). Fair value of preliminary consideration paid: Common stock issued $ Cash Fair value of Hilltop’s existing investment in SWS Total preliminary consideration paid $
Summary of fair values of the identifiable assets acquired, and liabilities assumed	The resulting fair values of the identifiable assets acquired, and liabilities assumed, of SWS at January 1, 2015 are summarized in the following table (in thousands). Cash and due from banks $ Federal funds sold and securities purchased under agreements to resell Assets segregated for regulatory purposes Securities Non-covered loans, net Broker-dealer and clearing organization receivables Other assets Total identifiable assets acquired Deposits Broker-dealer and clearing organization payables Short-term borrowings Securities sold, not yet purchased, at fair value Notes payable Other liabilities Total liabilities assumed Preliminary estimated bargain purchase gain Less Hilltop existing investment in SWS Net identifiable assets acquired $
Schedule of allocation to intangible assets	The allocation to intangible assets is as follows (in thousands). Estimated Useful Gross Intangible Life (Years) Assets Customer relationships $ Core deposits $
Schedule of loans acquired in business combination	The following table presents details on acquired loans at the acquisition date (in thousands). Loans, excluding PCI Total PCI Loans Loans Loans Commercial and industrial (1) $ $ $ Real estate Construction and land development Consumer — Total $ $ $ (1) Acquired loans include margin loans to customers and correspondents of $269.4 million associated with acquired broker-dealer operations, none of which are PCI loans.
Schedule of pro forma results	Three Months Ended Nine Months Ended September 30, 2014 September 30, 2014 Net interest income $ $ Other revenues Net income
PCI loans
Acquisitions
Schedule of PCI Loans at acquisition	The following table presents information about the PCI loans at acquisition (in thousands). Contractually required principal and interest payments $ Nonaccretable difference Cash flows expected to be collected Accretable difference Fair value of loans acquired with a deterioration of credit quality $
Loans excluding PCI Loans
Acquisitions
Schedule of acquired loans without credit impairment	The following table presents information about the acquired loans without credit impairment at acquisition (in thousands). Contractually required principal and interest payments $ Contractual cash flows not expected to be collected Fair value at acquisition

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements
Schedule of information regarding financial assets and liabilities measured at fair value on a recurring basis	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 September 30, 2015 Inputs Inputs Inputs Fair Value Trading securities $ $ $ $ Available for sale securities — Loans held for sale — Derivative assets — — MSR asset — — Trading liabilities — Derivative liabilities — — Level 1 Level 2 Level 3 Total December 31, 2014 Inputs Inputs Inputs Fair Value Trading securities $ $ $ — $ Available for sale securities — Loans held for sale — Derivative assets — — MSR asset — — Investment in SWS common stock — — Trading liabilities — — Derivative liabilities — —
Roll forward for financial instruments measured at fair value using Level 3 inputs	The following tables include a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands). Total Gains or Losses (Realized or Unrealized) Balance at Included in Other Beginning of Purchases/ Sales/ Included in Comprehensive Balance at Period Additions Reductions Net Income Income (Loss) End of Period Three months ended September 30, 2015 Trading securities $ $ — $ — $ $ — $ Loans held for sale — MSR asset — — Total $ $ $ $ $ — $ Nine months ended September 30, 2015 Trading securities $ — $ $ $ $ — $ Loans held for sale — MSR asset — — Total $ $ $ $ $ — $ Three months ended September 30, 2014 Available for sale securities $ $ — $ — $ $ $ Loans held for sale — MSR asset — Derivative liabilities — — Total $ $ $ $ $ $ Nine months ended September 30, 2014 Available for sale securities $ $ — $ — $ $ $ Loans held for sale — MSR asset — Derivative liabilities — — Total $ $ $ $ $ $
Schedule of significant unobservable inputs used in the fair value measurements	Range Financial instrument Valuation Technique Unobservable Input (Weighted-Average) Trading securities Discounted cash flow Discount rate 8 - 17 % ( 10 %) Loans held for sale Discounted cash flow / Market comparable Projected price 93 - 95 % ( 94 %) MSR asset Discounted cash flow Constant prepayment rate % Discount rate %
Schedule of changes in fair value for instruments reported at fair value under the Fair Value Option	The following table presents the changes in fair value for instruments that are reported at fair value under the Fair Value Option (in thousands). Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ $ — $ $ $ — $ MSR asset — — Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ $ — $ $ $ — $ MSR asset — —
Schedule of significant unobservable inputs weighted average rates on Impaired Loans	At September 30, 2015 , estimates for these significant unobservable inputs were as follows. PCI Loans PlainsCapital FNB SWS Merger Transaction Merger Weighted average default rate % % % Weighted average loss severity rate % % % Weighted average prepayment speed % % %
Schedule of information regarding certain assets and liabilities measured at fair value on a non-recurring basis for which a change in fair value has been recorded during reporting periods subsequent to initial recognition	The following table presents information regarding certain assets and liabilities measured at fair value on a non-recurring basis for which a change in fair v alue has been recorded during reporting periods subsequent to initial recognition (in thousands). Total Gains (Losses) for the Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended September 30, Nine Months Ended September 30, September 30, 2015 Inputs Inputs Inputs Fair Value 2015 2014 2015 2014 Non-covered impaired loans $ — $ — $ $ $ $ $ $ Covered impaired loans — — Non-covered other real estate owned — — — — — Covered other real estate owned — —
Schedule of carrying values and estimated fair values of financial instruments	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 Carrying Level 1 Level 2 Level 3 September 30, 2015 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ $ $ — $ — $ Securities purchased under agreements to resell — — Held to maturity securities — — Loans held for sale — — Non-covered loans, net — Covered loans, net — — Broker-dealer and clearing organization receivables — — FDIC indemnification asset — — Other assets — Financial liabilities: Deposits — — Broker-dealer and clearing organization payables — — Short-term borrowings — — Debt — — Other liabilities — — Estimated Fair Value Carrying Level 1 Level 2 Level 3 December 31, 2014 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ $ $ — $ — $ Held to maturity securities — — Loans held for sale — — Non-covered loans, net — Covered loans, net — — Broker-dealer and clearing organization receivables — — FDIC indemnification asset — — Other assets — Financial liabilities: Deposits — — Broker-dealer and clearing organization payables — — Short-term borrowings — — Debt — — Other liabilities — —

Securities (Tables)

Securities (Tables)	9 Months Ended
	Sep. 30, 2015
Securities
Summary of trading securities	The fair value of trading securities are summarized as follows (in thousands). September 30, December 31, 2015 2014 U.S. Treasury securities $ $ — U.S. government agencies: Bonds — Residential mortgage-backed securities Commercial mortgage-backed securities Collateralized mortgage obligations — Corporate debt securities States and political subdivisions Unit investment trusts — Private-label securitized product — Other Totals $ $
Summary of amortized cost and fair value of securities, excluding trading securities	The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands). Available for Sale Gross Gross Amortized Unrealized Unrealized September 30, 2015 Cost Gains Losses Fair Value U.S. Treasury securities $ $ $ $ U.S. government agencies: Bonds Residential mortgage-backed securities Commercial mortgage-backed securities Collateralized mortgage obligations Corporate debt securities States and political subdivisions Commercial mortgage-backed securities — Equity securities Totals $ $ $ $ Available for Sale Amortized Unrealized Unrealized December 31, 2014 Cost Gains Losses Fair Value U.S. Treasury securities $ $ $ $ U.S. government agencies: Bonds Residential mortgage-backed securities — Commercial mortgage-backed securities — Collateralized mortgage obligations Corporate debt securities States and political subdivisions Commercial mortgage-backed securities — Equity securities — Totals $ $ $ $
Summary of amortized cost and fair value of held to maturity securities	Held to Maturity Amortized Unrealized Unrealized September 30, 2015 Cost Gains Losses Fair Value U.S. Treasury securities $ $ $ — $ U.S. government agencies: Bonds — Residential mortgage-backed securities — Commercial mortgage-backed securities — Collateralized mortgage obligations States and political subdivisions Totals $ $ $ $ Held to Maturity Amortized Unrealized Unrealized December 31, 2014 Cost Gains Losses Fair Value U.S. Treasury securities $ $ — $ $ U.S. government agencies: Residential mortgage-backed securities — Collateralized mortgage obligations — States and political subdivisions Totals $ $ $ $
Schedule of information regarding available for sale securities that were in an unrealized loss position	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, 2015 December 31, 2014 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Available for sale U.S. treasury securities: Unrealized loss for less than twelve months $ $ $ $ Unrealized loss for twelve months or longer — — — U.S. government agencies: Bonds: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer Residential mortgage-backed securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer — — — — — — — — — Commercial mortgage-backed securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer — Collateralized mortgage obligations: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer Corporate debt securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer States and political subdivisions: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer Equity securities: Unrealized loss for less than twelve months — — — Unrealized loss for twelve months or longer — — — — — — Total available for sale: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer $ $ $ $
Schedule of information regarding held to maturity securities that were in an unrealized loss position	September 30, 2015 December 31, 2014 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Held to Maturity U.S. treasury securities: Unrealized loss for less than twelve months — $ — $ — $ $ Unrealized loss for twelve months or longer — — — — — — — — — U.S. government agencies: Collateralized mortgage obligations: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer — — — — — — States and political subdivisions: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer — — — — — — Total held to maturity: Unrealized loss for less than twelve months Unrealized loss for twelve months or longer — — — — — — $ $ $ $
Schedule of amortized cost and fair value of securities, excluding trading and equity available for sale securities and the available for sale warrant by contractual maturity	The amortized cost and fair value of securities, excluding trading and available for sale equity securities, at September 30, 2015 are shown by contractual maturity below (in thousands). Available for Sale Held to Maturity Amortized Amortized Cost Fair Value Cost Fair Value Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years Due after ten years Residential mortgage-backed securities Collateralized mortgage obligations Commercial mortgage-backed securities $ $ $ $

Non-Covered Loans and Allowan39

Non-Covered Loans and Allowance for Non-Covered Loan Losses (Tables) - Noncovered	9 Months Ended
	Sep. 30, 2015
Non-Covered Loans and Allowance for Non-Covered Loan Losses [Line Items]
Summary of non-covered loans by portfolio segment	Non-covered loans summarized by portfolio segment are as follows (in thousands). September 30, December 31, 2015 2014 Commercial and industrial (1) $ $ Real estate Construction and land development Consumer Allowance for non-covered loan losses Total non-covered loans, net of allowance $ $ (1) Includes margin loans to customers and correspondents of $606.0 million and $378.4 million at September 30, 2015 and December 31, 2014 , respectively.
Schedule of carrying values and the outstanding balances of the PCI loans	The following table presents the carrying values and the outstanding balances of the non-covered PCI loans (in thousands). September 30, December 31, 2015 2014 Carrying amount $ $ Outstanding balance
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for the non-covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions — — — Reclassifications from (to) nonaccretable difference, net (1) Disposals of loans — Accretion Balance, end of period $ $ $ $ (1) Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts. Reclassifications to nonaccretable difference occur when accruing loans are moved to nonaccrual and expected cash flows are no longer predictable and the accretable yield is eliminated.
Summary of PCI loans by class	Non-covered impaired loans are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related September 30, 2015 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured — — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development Consumer $ $ $ $ $ Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2014 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development Consumer $ $ $ $ $
Summary of average investment in PCI loans by class	Average investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Commercial and industrial: Secured $ $ $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development Consumer $ $ $ $
Summary of non-accrual loans by class	Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). September 30, December 31, 2015 2014 Commercial and industrial: Secured $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development Consumer — $ $
Schedule of information regarding TDRs granted	Recorded Investment in Loans Modified by Interest Rate Payment Term Total Three months ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ $ Unsecured — — — — Real estate: Secured by commercial properties — — Secured by residential properties — — — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ — $ — $ $ Recorded Investment in Loans Modified by Interest Rate Payment Term Total Nine months ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ $ Unsecured — — — — Real estate: Secured by commercial properties — — Secured by residential properties — — — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ — $ — $ $ Recorded Investment in Loans Modified by Interest Rate Payment Term Total Nine months ended September 30, 2014 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ — $ — Unsecured — — — — Real estate: Secured by commercial properties — — Secured by residential properties — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — Consumer — — — — $ — $ — $ $ The following table presents information regarding TDRs granted in the three and nine months ended September 30, 2015 for which a payment was at least 30 days past due in the three and nine months ended September 30, 2015 (dollars in thousands). Number of Recorded Loans Investment Commercial and industrial: Secured — $ — Unsecured — — Real estate: Secured by commercial properties Secured by residential properties — — Construction and land development: Residential construction loans — — Commercial construction loans and land development — — Consumer — — $
Schedule of analysis of the aging of the entity's loan portfolio	An analysis of the aging of the Bank’s non-covered loan portfolio is shown in the following tables (in thousands). Accruing Loans (Non-PCI) Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due September 30, 2015 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ $ $ $ $ $ $ $ Unsecured — — Real estate: Secured by commercial properties — — — Secured by residential properties Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development — — Consumer — — $ $ $ $ $ $ $ $ Accruing Loans (Non-PCI) Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2014 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ $ $ $ $ $ $ $ — Unsecured — — Real estate: Secured by commercial properties — — — Secured by residential properties — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — Consumer — — $ $ $ $ $ $ $ $ —
Schedule of internal risk grades of loans by class	The following tables present the internal risk grades of non-covered loans, as previously described, in the portfolio by class (in thousands). September 30, 2015 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ $ $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties — Construction and land development: Residential construction loans — — Commercial construction loans and land development — Consumer — $ $ $ $ $ December 31, 2014 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ $ $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties — Construction and land development: Residential construction loans — — — Commercial construction loans and land development — Consumer — $ $ $ $ $
Schedule of changes in the allowance for loan losses by portfolio segment	Changes in the allowance for non-covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three Months Ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to (recapture from) operations Loans charged off — Recoveries on charged off loans — Balance, end of period $ $ $ $ $ Commercial and Construction and Nine Months Ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to (recapture from) operations Loans charged off — Recoveries on charged off loans — Balance, end of period $ $ $ $ $ Commercial and Construction and Three Months Ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to operations Loans charged off — Recoveries on charged off loans Balance, end of period $ $ $ $ $ Commercial and Construction and Nine Months Ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ $ Provision charged to operations Loans charged off — Recoveries on charged off loans Balance, end of period $ $ $ $ $
Schedule of loan portfolio distributed by portfolio segment and impairment methodology	The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ $ — $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ $ $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $
Schedule of allowance for loan losses distributed by portfolio segment and impairment methodology	The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ — $ — $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ $ — $ — $ — $ Loans collectively evaluated for impairment PCI Loans $ $ $ $ $

Covered Assets and Indemnific40

Covered Assets and Indemnification Asset (Tables) - Covered	9 Months Ended
	Sep. 30, 2015
Loans
Summary of carrying value of the loans	The following table presents the carrying value of the covered loans summarized by portfolio segment (in thousands). September 30, December 31, 2015 2014 Commercial and industrial $ $ Real estate Construction and land development Consumer — — Allowance for covered loans Total covered loans, net of allowance $ $
Schedule of carrying value and the outstanding balance of the PCI loans	The following table presents the carrying value and the outstanding contractual balance of the covered PCI loans (in thousands). September 30, December 31, 2015 2014 Carrying amount $ $ Outstanding balance
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for the covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Reclassifications from (to) nonaccretable difference, net (1) Transfer of loans to covered OREO (2) Accretion Balance, end of period $ $ $ $ (1) Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts , but may also include the reclassification and immediate income recognition of nonaccretable difference due to the favorable resolution of loans accounted for individually . Reclassifications to nonaccretable difference occur when accruing loans are moved to nonaccrual and expected cash flows are no longer predictable and the accretable yield is eliminated. (2) Transfer of loans to covered OREO is the difference between the value removed from the pool and the expected cash flows for the loan.
Summary of PCI loans by class	Covered impaired loans are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related September 30, 2015 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured — — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development Consumer — — — — — $ $ $ $ $ Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2014 Principal Balance No Allowance Allowance Investment Allowance Commercial and industrial: Secured $ $ $ $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development — — Consumer — — — — — $ $ $ $ $
Summary of average investment in PCI loans by class	Average investment in covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Commercial and industrial: Secured $ $ $ $ Unsecured Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development Consumer — — — — $ $ $ $
Summary of non-accrual loans by class	Covered non-accrual loans are summarized by class in the following table (in thousands). September 30, December 31, 2015 2014 Commercial and industrial: Secured $ $ Unsecured — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans Commercial construction loans and land development Consumer — — $ $
Schedule of information regarding TDRs granted	Recorded Investment in Loans Modified by Interest Rate Payment Term Total Three Months Ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ — $ — Unsecured — — — — Real estate: Secured by commercial properties — — — — Secured by residential properties — — Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ — $ $ — $ Recorded Investment in Loans Modified by Interest Rate Payment Term Total Nine Months Ended September 30, 2015 A/B Note Adjustment Extension Modification Commercial and industrial: Secured $ — $ — $ — $ — Unsecured — — — — Real estate: Secured by commercial properties — — — — Secured by residential properties Construction and land development: Residential construction loans — — — — Commercial construction loans and land development — — — — Consumer — — — — $ $ $ $ The following table presents information regarding TDRs granted in the three and nine months ended September 30, 2015 for which a payment was at least 30 days past due in the three and nine months ended September 30, 2015 (dollars in thousands). Number of Recorded Loans Investment Commercial and industrial: Secured — $ — Unsecured — — Real estate: Secured by commercial properties — Secured by residential properties Construction and land development: Residential construction loans — — Commercial construction loans and land development — — Consumer — — $
Schedule of analysis of the aging of the entity's loan portfolio	An analysis of the aging of the Bank’s covered loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total (Non ‑ PCI) Past Due September 30, 2015 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ $ — $ $ $ $ $ $ — Unsecured — — — — — — Real estate: Secured by commercial properties Secured by residential properties Construction and land development: Residential construction loans — — — Commercial construction loans and land development — Consumer — — — — — — — — $ $ $ $ $ $ $ $ Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total (Non ‑ PCI) Past Due December 31, 2014 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ — $ $ $ $ $ $ Unsecured — — — Real estate: Secured by commercial properties — — Secured by residential properties Construction and land development: Residential construction loans — — — Commercial construction loans and land development Consumer — — — — — — — — $ $ $ $ $ $ $ $
Schedule of internal risk grades of loans	The following tables present the internal risk grades of covered loans in the portfolio by class (in thousands). September 30, 2015 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ — $ $ $ Unsecured — — — Real estate: Secured by commercial properties — Secured by residential properties Construction and land development: Residential construction loans — Commercial construction loans and land development — Consumer — — — — — $ $ $ $ $ December 31, 2014 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ $ — $ $ $ Unsecured — — Real estate: Secured by commercial properties — Secured by residential properties — Construction and land development: Residential construction loans — Commercial construction loans and land development — Consumer — — — — — $ $ — $ $ $
Schedule of changes in the allowance for loan losses by portfolio segment	Changes in the allowance for covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three months ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ — $ Provision charged to (recapture from) operations — Loans charged off — — Recoveries on charged off loans — — Balance, end of period $ $ $ $ — $ Commercial and Construction and Nine months ended September 30, 2015 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ — $ Provision charged to (recapture from) operations — Loans charged off — Recoveries on charged off loans — — Balance, end of period $ $ $ $ — $ Commercial and Construction and Three months ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ $ — $ Provision charged to (recapture from) operations — Loans charged off — — Recoveries on charged off loans — — — — — Balance, end of period $ $ $ $ — $ Commercial and Construction and Nine months ended September 30, 2014 Industrial Real Estate Land Development Consumer Total Balance, beginning of period $ $ $ — $ — $ Provision charged to (recapture from) operations — Loans charged off — Recoveries on charged off loans — — — — — Balance, end of period $ $ $ $ — $
Schedule of loan portfolio distributed by portfolio segment and impairment methodology	The covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ $ — $ Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ $ — $ Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $
Schedule of allowance for loan losses distributed by portfolio segment and impairment methodology	The allowance for covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2015 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ — $ — $ — Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $ Commercial and Construction and December 31, 2014 Industrial Real Estate Land Development Consumer Total Loans individually evaluated for impairment $ — $ — $ — $ — $ — Loans collectively evaluated for impairment — PCI Loans — $ $ $ $ — $
Summary of the activity in covered OREO	A summary of the activity in covered OREO is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions to covered OREO Dispositions of covered OREO Valuation adjustments in the period Balance, end of period $ $ $ $
Summary of the activity in the FDIC Indemnification Asset	A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ FDIC Indemnification Asset accretion (amortization) Transfers to due from FDIC and other Balance, end of period $ $ $ $

Mortgage Servicing Rights (Tabl

Mortgage Servicing Rights (Tables)	9 Months Ended
	Sep. 30, 2015
Mortgage Servicing Rights
Schedule of change in fair value of the Company's MSR asset, as included in other assets within the consolidated balance sheets	The following tables present the changes in fair value of the Company’s MSR asset, as included in other assets within the consolidated balance sheets, and other information related to the serviced portfolio (dollars in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions Sales — — Changes in fair value: Due to changes in model inputs or assumptions (1) Due to customer payments Balance, end of period $ $ $ $ September 30, December 31, 2015 2014 Mortgage loans serviced for others $ $ MSR asset as a percentage of serviced mortgage loans % % (1) Primarily represents 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.
Schedule of key assumptions used in measuring the fair value of the Company's MSR	September 30, December 31, 2015 2014 Weighted average constant prepayment rate % % Weighted average discount rate % % Weighted average life (in years)
Schedule of sensitivity analysis of fair value of the Company's MSR to certain key assumptions	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, 2015 2014 Constant prepayment rate: Impact of 10% adverse change $ $ Impact of 20% adverse change Discount rate: Impact of 10% adverse change Impact of 20% adverse change

Deposits (Tables)

Deposits (Tables)	9 Months Ended
	Sep. 30, 2015
Deposits
Summary of deposits	Deposits are summarized as follows (in thousands). September 30, December 31, 2015 2014 Noninterest-bearing demand $ $ Interest-bearing: NOW accounts Money market Brokered - money market Demand Savings Time Brokered - time $ $

Short-term Borrowings (Tables)

Short-term Borrowings (Tables)	9 Months Ended
	Sep. 30, 2015
Short-term borrowings
Schedule of short-term borrowings	Short-term borrowings are summarized as follows (in thousands). September 30, December 31, 2015 2014 Federal funds purchased $ $ Securities sold under agreements to repurchase Federal Home Loan Bank notes Short-term bank loans $ $
Schedule of federal funds purchased and securities sold under agreements to repurchase
Short-term borrowings
Schedule of short-term borrowings	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, 2015 2014 Average balance during the period $ $ Average interest rate during the period % % September 30, December 31, 2015 2014 Average interest rate at end of period % % Securities underlying the agreements at end of period: Carrying value $ $ Estimated fair value $ $
Federal Home Loan Bank notes
Short-term borrowings
Schedule of short-term borrowings	Other information regarding FHLB notes is shown in the following tables (dollars in thousands). Nine Months Ended September 30, 2015 2014 Average balance during the period $ $ Average interest rate during the period % % September 30, December 31, 2015 2014 Average interest rate at end of period % %

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies
Schedule of roll-forward of claims activity for loans put-back to the mortgage origination segment	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, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Claims made Claims resolved with no payment Repurchases Indemnification payments Balance, end of period $ $ $ $ Indemnification Liability Reserve Activity Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Balance, beginning of period $ $ $ $ Additions for new sales Repurchases Early payment defaults Indemnification payments Change in estimate Balance, end of period $ $ $ $ September 30, December 31, 2015 2014 Reserve for Indemnification Liability: Specific claims $ $ Incurred but not reported claims Total $ $

Regulatory Matters (Tables)

Regulatory Matters (Tables)	9 Months Ended
	Sep. 30, 2015
Regulatory Matters
Schedule of comparison of the Bank's and Hilltop's consolidated actual capital amounts and ratios to the regulatory minimum requirements and the Bank's regulatory minimum capital requirements and the Bank's regulatory minimum capital requirements needed to qualify as a well-capitalized institution without giving effect to the final Basel III capital rules adopted by the Federal Reserve Board	The following table shows the Bank’s and Hilltop’s consolidated actual capital amounts and ratios compared to the regulatory minimum capital requirements and the Bank’s regulatory minimum capital requirements needed to qualify as a “well-capitalized” institution in accordance with Basel III as measured at September 30, 2015 and applicable regulatory guidelines at December 31, 2014 (dollars in thousands). To Be Well Capitalized Minimum Capital Minimum Capital Actual Requirements Requirements Amount Ratio Amount Ratio Amount Ratio September 30, 2015 Tier 1 capital (to average assets): Bank $ % $ % $ % Hilltop % % N/A N/A Common equity Tier 1 capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A Tier 1 capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A Total capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A December 31, 2014 Tier 1 capital (to average assets): Bank $ % $ % $ % Hilltop % % N/A N/A Tier 1 capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A Total capital (to risk-weighted assets): Bank % % % Hilltop % % N/A N/A
Summary of minimum required capital amounts and ratios for the well capitalized category	At September 30, 2015 , the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent FSC Securities Network Net capital $ $ $ Less required net capital Excess net capital $ $ $ Net capital as a percentage of aggregate debit items % % Net capital in excess of 5% aggregate debit items $ $
Summary of statutory capital and surplus and statutory net income of each insurance subsidiary	A summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary is as follows (in thousands). September 30, December 31, 2015 2014 Capital and surplus: National Lloyds Insurance Company $ $ American Summit Insurance Company Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Statutory net income (loss): National Lloyds Insurance Company $ $ $ $ American Summit Insurance Company

Derivative Financial Instrume46

Derivative Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2015
Derivative Financial Instruments
Schedule of derivative positions	Derivative positions are presented in the following table (in thousands). September 30, 2015 December 31, 2014 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ $ $ $ Commitments to purchase MBSs Commitments to sell MBSs Interest rate swaps and swaptions

Balance Sheet Offsetting (Table

Balance Sheet Offsetting (Tables)	9 Months Ended
	Sep. 30, 2015
Balance Sheet Offsetting
Schedule of the assets subject to an enforceable master netting arrangement or repurchase 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 Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Assets Cash of Recognized Offset in the Presented in the Financial Collateral Net Assets Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2015 Securities borrowed: Institutional counterparties $ $ — $ $ $ — $ — Interest rate swaps and swaptions: Institutional counterparties — — Reverse repurchase agreements: Institutional counterparties — — Forward MBS derivatives: Institutional counterparties — — — $ $ $ $ $ — $ December 31, 2014 Securities borrowed: Institutional counterparties $ $ — $ $ $ — $ — Interest rate swaps and swaptions: Institutional counterparties — — — Forward MBS derivatives: Institutional counterparties — — — $ $ — $ $ $ — $
Schedule of the liabilities subject to an enforceable master netting arrangement or repurchase agreements	Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Liabilities Cash of Recognized Offset in the Presented in the Financial Collateral Net Liabilities Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2015 Securities loaned: Institutional counterparties $ $ — $ $ $ — $ — Interest rate swaps and swaptions: Institutional counterparties — — Repurchase agreements: Institutional counterparties — — — Customer counterparties — — — Forward MBS derivatives: Institutional counterparties — $ $ $ $ $ — $ December 31, 2014 Securities loaned: Institutional counterparties $ $ — $ $ $ — $ — Repurchase agreements: Customer counterparties — — — Forward MBS derivatives: Institutional counterparties — $ $ $ $ $ $
Schedule of contractual maturities of repurchase agreements and secured borrowing transactions	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 no repurchase-to-maturity transactions outstanding at September 30, 2015 or December 31, 2014 . Remaining Contractual Maturities Overnight and Greater Than September 30, 2015 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ $ $ $ — $ Securities lending transactions: U.S. Treasury and agency securities — — — Corporate securities — — — Equity securities — — — Total $ $ $ $ — $ Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ Amount related to agreements not included in offsetting disclosure above $ — Remaining Contractual Maturities Overnight and Greater Than December 31, 2014 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ $ — $ — $ — $ Securities lending transactions: U.S. Treasury and agency securities — — — Corporate securities — — — Equity securities — — — Total $ $ — $ — $ — $ Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ Amount related to agreements not included in offsetting disclosure above $ —

Broker-Dealer and Clearing Or48

Broker-Dealer and Clearing Organization Receivables and Payables (Tables)	9 Months Ended
	Sep. 30, 2015
Broker-Dealer and Clearing Organization Receivables and Payables
Schedule of 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, 2015 2014 Receivables: Securities borrowed $ $ Securities failed to deliver Clearing organizations Trades in process of settlement, net — Other $ $ Payables: Securities loaned $ $ Correspondents Securities failed to receive Clearing organizations $ $

Reserves for Losses and Loss 49

Reserves for Losses and Loss Adjustment Expenses (Tables)	9 Months Ended
	Sep. 30, 2015
Reserves for Losses and Loss Adjustment Expenses
Schedule of information regarding the reserve for unpaid losses and loss adjustment expenses ("LAE") as included in other liabilities within the consolidated balance sheets	A rollforward of NLC’s reserve for unpaid losses and loss adjustment expenses (“LAE”), as included in other liabilities within the consolidated balance sheets, is as follows (in thousands). Nine Months Ended September 30, 2015 2014 Balance, beginning of period $ $ Less reinsurance recoverables Net balance, beginning of period Incurred related to: Current year Prior years Total incurred Payments related to: Current year Prior years Total payments Net balance, end of period Plus reinsurance recoverables Balance, end of period $ $

Reinsurance Activity (Tables)

Reinsurance Activity (Tables)	9 Months Ended
	Sep. 30, 2015
Reinsurance Activity
Schedule of effects of reinsurance on premiums written and earned	The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Written Earned Written Earned Written Earned Written Earned Premiums from direct business $ $ $ $ $ $ $ $ Reinsurance assumed Reinsurance ceded Net premiums $ $ $ $ $ $ $ $
Schedule of effects of reinsurance on incurred losses	The effects of reinsurance on incurred losses are as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Loss and LAE incurred $ $ $ $ Reinsurance recoverables Net loss and LAE incurred $ $ $ $

Segment and Related Informati51

Segment and Related Information (Tables)	9 Months Ended
	Sep. 30, 2015
Segment and Related Information
Schedule of information about the segment revenues, operating results, goodwill, and assets of entity's reportable segments	The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands). Mortgage All Other and Hilltop Three Months Ended September 30, 2015 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income — Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ Mortgage All Other and Hilltop Nine Months Ended September 30, 2015 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ Mortgage All Other and Hilltop Three Months Ended September 30, 2014 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income — Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ Mortgage All Other and Hilltop Nine Months Ended September 30, 2014 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ $ $ $ $ $ $ Provision for loan losses — — — — Noninterest income — Noninterest expense Income (loss) before income taxes $ $ $ $ $ $ $ September 30, 2015 Goodwill $ $ $ $ $ — $ — $ Total assets $ $ $ $ $ $ $ December 31, 2014 Goodwill $ $ $ $ $ — $ — $ Total assets $ $ $ $ $ $ $

Earnings per Common Share (Tabl

Earnings per Common Share (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings per Common Share
Schedule of the computation of basic and diluted 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, 2015 2014 2015 2014 Basic earnings per share: Income applicable to Hilltop common stockholders $ $ $ $ Less: income applicable to participating shares Net earnings available to Hilltop common stockholders $ $ $ $ Weighted average shares outstanding - basic Basic earnings per common share $ $ $ $ Diluted earnings per share: Income applicable to Hilltop common stockholders $ $ $ $ Weighted average shares outstanding - basic Effect of potentially dilutive securities Weighted average shares outstanding - diluted Diluted earnings per common share $ $ $ $

Summary of Significant Accoun53

Summary of Significant Accounting and Reporting Policies - Nature of Operations (Details) $ / shares in Units, $ in Thousands, shares in Millions	Jan. 01, 2015USD ($)$ / sharesshares	Sep. 30, 2015item
Business Acquisition [Line Items]
Number of primary operating business units | item		3
SWS
Business Combination, Description [Abstract]
Conversion of common stock	0.2496
Cash consideration paid per share | $ / shares	$ 1.94
Acquisition price (in dollars per share) | $ / shares	$ 6.92
Aggregate purchase price	$ 349,125
Aggregate purchase price, stock issued | shares	10.1
Aggregate purchase price, cash	$ 78,217
Aggregate purchase price, existing investment	70,282
Fair Value of Assets Acquired
Fair value of assets acquired	3,298,659
Securities	707,476
Non-covered loans, net	863,819
Broker-dealer and clearing organization receivables	1,221,793
Fair Value of Liabilities Assumed
Fair value of liabilities assumed	2,868,245
Deposits	1,287,509
Broker-dealer and clearing organization payables	$ 1,109,978

Summary of Significant Accoun54

Summary of Significant Accounting and Reporting Policies - Basis of Presentation (Details) - USD ($) $ in Thousands	Jan. 01, 2015	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Error Corrections and Prior Period Adjustments Restatement
Bargain purchase gain					$ 81,289
Operating Activities
Net change in broker-dealer and clearing organization receivables			$ (793,613)	$ (660,121)	(680,699)	$ (164,497)
Net change in broker-dealer and clearing organization payables			690,552	672,259	708,838	261,206
Net cash provided by (used in) operating activities			(118,644)	(53,338)	(1,646)	(50,008)
Investing Activities
Net change in loans			(2,080)	(24,674)	16,205	106,335
Net cash provided by investing activities			522,912	467,936	581,624	84,075
Financing Activities
Net change in deposits			(556,657)	(774,068)	(788,907)	(633,685)
Net cash used in financing activities			(508,810)	(621,816)	(841,500)	(132,502)
Net change in cash and cash equivalents			(104,542)	$ (207,218)	$ (261,522)	$ (98,435)
Scenario, Previously Reported
Operating Activities
Net change in broker-dealer and clearing organization receivables		$ (929,477)	(1,062,969)
Net change in broker-dealer and clearing organization payables		1,021,493	1,039,786
Net cash provided by (used in) operating activities		26,540	(38,766)
Investing Activities
Net change in loans		244,681	267,275
Net cash provided by investing activities		737,291	792,267
Financing Activities
Net change in deposits		(1,123,301)	(905,043)
Net cash used in financing activities		(971,049)	(858,043)
Net change in cash and cash equivalents		$ (207,218)	(104,542)
SWS
Error Corrections and Prior Period Adjustments Restatement
Bargain purchase gain	$ 81,289
SWS | Scenario, Previously Reported
Error Corrections and Prior Period Adjustments Restatement
Bargain purchase gain			82,800
SWS | Restatement Adjustment
Error Corrections and Prior Period Adjustments Restatement
Bargain purchase gain			$ (1,500)

Summary of Significant Accoun55

Summary of Significant Accounting and Reporting Policies - Basis of Presentation, additional info. (Details)	9 Months Ended
	Sep. 30, 2015
Plains Capital
Basis of Presentation
Ownership percentage of subsidiary owned by the reporting entity	100.00%
Bank
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%
Plains Capital Equity LLC
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%
Prime Lending
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%
Plains Capital Securities LLC
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%
Securities Holdings
Basis of Presentation
Ownership percentage of subsidiary owned by the reporting entity	100.00%
NLC
Basis of Presentation
Ownership percentage of subsidiary owned by the reporting entity	100.00%
Prime Lending Ventures Management LLC
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%
PCC Statutory Trusts
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%

Acquisition - Consideration Pai

Acquisition - Consideration Paid (Details) - USD ($) $ in Thousands	Jan. 01, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Preliminary bargain purchase gain		$ 81,289
SWS
Business Acquisition [Line Items]
Preliminary bargain purchase gain	$ 81,289
Fair value of preliminary consideration paid:
Common stock issued	200,626
Cash	78,217
Fair value of Hilltop existing investment in SWS	70,282
Total preliminary consideration paid	$ 349,125

Acquisition - Identifiable Asse

Acquisition - Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jan. 01, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Fair values of the identifiable assets acquired, and liabilities assumed
Bargain purchase gain				$ (81,289)
SWS
Fair values of the identifiable assets acquired, and liabilities assumed
Cash and due from banks	$ 119,314
Federal funds sold and securities purchased under agreements to resell	44,741
Assets segregated for regulatory purposes	181,610
Securities	707,476
Non-covered loans, net	863,819
Broker-dealer and clearing organization receivables	1,221,793
Other assets	159,906
Total identifiable assets acquired	3,298,659
Deposits	(1,287,509)
Broker-dealer and clearing organization payables	(1,109,978)
Short-term borrowings	(164,240)
Securities sold, not yet purchased, at fair value	(140,409)
Notes payable	(76,643)
Other liabilities	(89,466)
Total liabilities assumed	(2,868,245)
Bargain purchase gain	(81,289)
Net identifiable assets acquire, including investment in SWS	349,125
Less Hilltop existing investment in SWS	(70,282)
Net identifiable assets acquired	278,843
Tax on bargain purchase gain	0			0
Allocation to intangible assets
Gross Intangible Assets	$ 7,460
Transaction and integration related expenses		$ 2,800	$ 300	$ 17,200	$ 700
Customer Relationships
Allocation to intangible assets
Estimated Useful Life	14 years
Customer Relationships | SWS
Allocation to intangible assets
Gross Intangible Assets	$ 7,300
Core deposits
Allocation to intangible assets
Estimated Useful Life	4 years
Core deposits | SWS
Allocation to intangible assets
Gross Intangible Assets	$ 160

Acquisition - Acquired Loans at

Acquisition - Acquired Loans at Acquisition Date (Details) - SWS $ in Thousands	Jan. 01, 2015USD ($)
Information about the acquired loans at acquisition
Carryover of Allowance for Loan and Lease Losses, Loans Acquired	$ 0
Total loans	863,819
Commercial and industrial
Information about the acquired loans at acquisition
Total loans	457,809
Real estate
Information about the acquired loans at acquisition
Total loans	386,695
Construction and land development
Information about the acquired loans at acquisition
Total loans	16,099
Consumer
Information about the acquired loans at acquisition
Total loans	3,216
Loans excluding PCI Loans
Information about the acquired loans at acquisition
Total loans	790,360
Loans excluding PCI Loans | Commercial and industrial
Information about the acquired loans at acquisition
Total loans	447,959
Margin loans to customers and correspondents	269,400
Loans excluding PCI Loans | Real estate
Information about the acquired loans at acquisition
Total loans	324,477
Loans excluding PCI Loans | Construction and land development
Information about the acquired loans at acquisition
Total loans	14,708
Loans excluding PCI Loans | Consumer
Information about the acquired loans at acquisition
Total loans	3,216
PCI loans
Information about the acquired loans at acquisition
Total loans	73,459
PCI loans | Commercial and industrial
Information about the acquired loans at acquisition
Total loans	9,850
PCI loans | Real estate
Information about the acquired loans at acquisition
Total loans	62,218
PCI loans | Construction and land development
Information about the acquired loans at acquisition
Total loans	$ 1,391

Acquisition - Loans at Acquisit

Acquisition - Loans at Acquisition, Additional Info. and Pro Forma Results (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Jan. 01, 2015
Pro Forma Results of Operations
Net interest income	$ 106,593	$ 322,231
Other revenues	262,960	743,812
Net income	$ 31,636	$ 87,785
SWS
Acquisitions
Total loans			$ 863,819
SWS | PCI loans
Acquisitions
Contractually required principal and interest payments			120,078
Nonaccretable difference			32,040
Cash flows expected to be collected			88,038
Accretable difference			14,579
Total loans			73,459
SWS | Loans excluding PCI Loans
Acquisitions
Contractually required principal and interest payments			901,672
Contractual cash flows not expected to be collected			39,721
Total loans			$ 790,360

Fair Value Measurements - FV Op

Fair Value Measurements - FV Option (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 30, 2015	Dec. 31, 2014	Oct. 02, 2014
Fair value measurements
Mortgage loans held for sale, fair value	$ 1,310	$ 1,270
Mortgage loans held for sale, unpaid principal balance	$ 1,250	$ 1,220
SWS
Fair value measurements
Number of shares of common stock available to purchase under warrant			8,695,652
Warrants exercise price (in dollars per share)			$ 5.75
Aggregate principal amount of senior unsecured loan			$ 50
Percentage of outstanding shares of SWS common stock			21.00%

Fair Value Measurements - Recur

Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Financial assets:
Trading securities	$ 292,418	$ 65,717
Available for sale securities	726,132	925,535
Recurring
Financial assets:
Trading securities	292,418	65,717
Available for sale securities	726,132	925,535
Loans held for sale	1,305,654	1,272,152
Derivative assets	77,587	23,805
Mortgage servicing asset	47,527	36,155
Investment in SWS common stock		70,282
Financial liabilities:
Trading liabilities	156,775	48
Derivative liabilities	42,340	12,849
Recurring | Level 1
Financial assets:
Trading securities	9,748	39
Available for sale securities	17,456	13,762
Investment in SWS common stock		70,282
Financial liabilities:
Trading liabilities	41,792
Recurring | Level 2
Financial assets:
Trading securities	282,669	65,678
Available for sale securities	708,676	911,773
Loans held for sale	1,278,950	1,263,135
Derivative assets	77,587	23,805
Financial liabilities:
Trading liabilities	114,983	48
Derivative liabilities	42,340	12,849
Recurring | Level 3
Financial assets:
Trading securities	1
Loans held for sale	26,704	9,017
Mortgage servicing asset	$ 47,527	$ 36,155

Fair Value Measurements - Roll

Fair Value Measurements - Roll Forward, Level 3 (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Rollforward for financial instruments measured at fair value using Level 3 inputs
Net asset (liability) balance, beginning of period	$ 64,124	$ 103,805	$ 45,172	$ 102,331
Purchases/Additions	22,491	24,915	70,497	50,144
Sales/Reductions	(2,769)	(12,987)	(15,890)	(42,590)
Total gains or losses (realized or unrealized):
Included in Net Income (Loss)	(9,614)	(2,432)	(25,547)	859
Included in other comprehensive income (loss)		(3,175)		(618)
Net asset (liability) balance, end of period	74,232	110,126	74,232	110,126
Derivative Liabilities
Rollforward for financial instruments measured at fair value using Level 3 inputs
Liability balance, beginning of period		(6,300)		(5,600)
Purchases/Additions		(177)		(177)
Total gains or losses (realized or unrealized):
Included in Net Income (Loss)		(350)		(1,050)
Liability balance, end of period		(6,827)		(6,827)
Available for sale securities
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	16	63,819		60,053
Purchases/Additions			7,301
Sales/Reductions			(3,397)
Total gains or losses (realized or unrealized):
Included in Net Income (Loss)	(15)	639	(3,903)	1,848
Included in other comprehensive income (loss)		(3,175)		(618)
Asset balance, end of period	1	61,283	1	61,283
Loans held for sale
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	19,123	10,409	9,017	27,729
Purchases/Additions	11,466	6,110	40,075	16,531
Sales/Reductions	(2,769)	(1,600)	(12,493)	(31,203)
Total gains or losses (realized or unrealized):
Included in Net Income (Loss)	(1,116)	(1,156)	(9,895)	706
Asset balance, end of period	26,704	13,763	26,704	13,763
MSR
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	44,985	35,877	36,155	20,149
Purchases/Additions	11,025	18,982	23,121	33,790
Sales/Reductions		(11,387)		(11,387)
Total gains or losses (realized or unrealized):
Included in Net Income (Loss)	(8,483)	(1,565)	(11,749)	(645)
Asset balance, end of period	$ 47,527	$ 41,907	$ 47,527	$ 41,907

Fair Value Measurements - Level

Fair Value Measurements - Level 3, Inputs, Recurring (Details) - Level 3 - Recurring - Discounted cash flow	9 Months Ended
	Sep. 30, 2015
Trading securities. | Weighted average
Significant unobservable inputs used in the fair value measurements
Discount rates (as a percent)	10.00%
Trading securities. | Minimum
Significant unobservable inputs used in the fair value measurements
Discount rates (as a percent)	8.00%
Trading securities. | Maximum
Significant unobservable inputs used in the fair value measurements
Discount rates (as a percent)	17.00%
Loans held for sale | Weighted average
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	94.00%
Loans held for sale | Minimum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	93.00%
Loans held for sale | Maximum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	95.00%
MSR | Weighted average
Significant unobservable inputs used in the fair value measurements
Discount rates (as a percent)	10.93%
Constant prepayment rate (as a percent)	13.68%

Fair Value Measurements - Chang

Fair Value Measurements - Change in FV (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Fair Value, Transfers Between Level 1 and Level 2, Description and Policy [Abstract]
Transfers of assets from level 1 to level 2	$ 0	$ 0	$ 0	$ 0
Transfers of assets from level 2 to level 1	0	0	0	0
Transfers of liabilities from level 1 to level 2	0	0	0	0
Transfers of liabilities from level 2 to level 1	0	0	0	0
Fair Value, Option, Aggregate Differences [Abstract]
Net Gains (Losses)	137,303	108,621	405,023	293,786
Other Noninterest Income	28,586	20,045	75,270	54,239
Loans held for sale
Fair Value, Option, Aggregate Differences [Abstract]
Net Gains (Losses)	18,531	(15,250)	2,773	24,918
Total Changes in Fair Value	18,531	(15,250)	2,773	24,918
MSR
Fair Value, Option, Aggregate Differences [Abstract]
Net Gains (Losses)	(8,483)	(1,565)	(11,749)	(645)
Total Changes in Fair Value	$ (8,483)	$ (1,565)	$ (11,749)	$ (645)

Fair Value Measurements - Impai

Fair Value Measurements - Impaired Loans (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Jan. 01, 2015	Sep. 13, 2013	Nov. 30, 2012
SWS
Fair value measurements
Fair value of loans acquired		$ 863,819
SWS | PCI loans
Fair value measurements
Fair value of loans acquired		73,459
Level 3 | Plains Capital | PCI loans
Fair value measurements
Fair value of loans acquired				$ 172,900
Level 3 | Plains Capital | PCI loans | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	54.00%
Weighted average loss severity rate	51.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	28.00%
Level 3 | FNB | PCI loans
Fair value measurements
Fair value of loans acquired			$ 822,800
Level 3 | FNB | PCI loans | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	54.00%
Weighted average loss severity rate	38.00%
Weighted average prepayment speed	6.00%
Weighted average expected loss	21.00%
Level 3 | SWS | PCI loans
Fair value measurements
Fair value of loans acquired		$ 73,500
Level 3 | SWS | PCI loans | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	54.00%
Weighted average loss severity rate	38.00%
Weighted average prepayment speed	1.00%
Weighted average expected loss	20.00%

Fair Value Measurements - OREO

Fair Value Measurements - OREO (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015	Jan. 01, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013	Sep. 13, 2013
Fair Value, Net Asset (Liability) [Abstract]
Non-covered impaired loans	$ 4,956,540		$ 4,956,540				$ 3,883,435
Covered impaired loans	420,547		420,547				638,029
Covered other real estate owned	106,024		106,024				136,945
Provision for loan losses	5,593	$ 4,033	8,438	$ 12,808
Covered
Fair Value, Net Asset (Liability) [Abstract]
Covered impaired loans	420,547		420,547				638,029
Covered other real estate owned	106,024	126,798	106,024	126,798	$ 125,510		136,945	$ 142,174	$ 142,833
Provision for loan losses	1,313	(153)	779	3,151
Noncovered
Fair Value, Net Asset (Liability) [Abstract]
Non-covered impaired loans	4,956,540		4,956,540				3,883,435
Provision for loan losses	4,280	4,186	7,659	9,657
Estimate of Fair Value Measurement
Fair Value, Net Asset (Liability) [Abstract]
Non-covered impaired loans	5,002,716		5,002,716				3,907,194
Covered impaired loans	569,111		569,111				767,751
Level 2 | Estimate of Fair Value Measurement
Fair Value, Net Asset (Liability) [Abstract]
Non-covered impaired loans	606,293		$ 606,293				378,425
Level 3
Fair value measurements
Discount rate of OREO per month (as a percent)			1.00%
Level 3 | Minimum
Fair value measurements
Estimated holding period of discount rate per month of OREO			6 months
Level 3 | Maximum
Fair value measurements
Estimated holding period of discount rate per month of OREO			24 months
Level 3 | SWS
Fair value measurements
Acquired OREO						$ 5,600
Level 3 | Estimate of Fair Value Measurement
Fair Value, Net Asset (Liability) [Abstract]
Non-covered impaired loans	4,396,423		$ 4,396,423				3,528,769
Covered impaired loans	569,111		569,111				767,751
Non-recurring | Covered
Fair Value, Net Asset (Liability) [Abstract]
Provision for loan losses	(937)	242	2,712	(2,790)
Total Gains (Losses) of other real estate owned	(5,370)	(14,440)	(9,428)	(17,399)
Non-recurring | Noncovered
Fair Value, Net Asset (Liability) [Abstract]
Provision for loan losses	453	(1,714)	224	(2,151)
Total Gains (Losses) of other real estate owned		$ (210)	(28)	$ (321)
Non-recurring | Estimate of Fair Value Measurement | Covered
Fair Value, Net Asset (Liability) [Abstract]
Covered impaired loans	28,958		28,958
Covered other real estate owned	30,605		30,605
Non-recurring | Estimate of Fair Value Measurement | Noncovered
Fair Value, Net Asset (Liability) [Abstract]
Non-covered impaired loans	62,144		62,144
Non-recurring | Level 2 | Estimate of Fair Value Measurement | Covered
Fair Value, Net Asset (Liability) [Abstract]
Covered other real estate owned	30,605		30,605
Non-recurring | Level 2 | Estimate of Fair Value Measurement | Noncovered
Fair value measurements
Other real estate owned	500		500				800
Non-recurring | Level 3 | FNB | Covered | Bank
Fair value measurements
Acquired OREO										$ 135,200
Non-recurring | Level 3 | Estimate of Fair Value Measurement | Covered
Fair value measurements
Other real estate owned	106,000		106,000				$ 136,900
Fair Value, Net Asset (Liability) [Abstract]
Covered impaired loans	28,958		28,958
Non-recurring | Level 3 | Estimate of Fair Value Measurement | Noncovered
Fair Value, Net Asset (Liability) [Abstract]
Non-covered impaired loans	$ 62,144		$ 62,144

Fair Value Measurements - Estim

Fair Value Measurements - Estimated Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Dec. 31, 2013
Financial assets:
Held to maturity securities	$ 308,031		$ 118,345
Non-covered loans, net	4,956,540		3,883,435
Covered loans	420,547		638,029
Broker-dealer and clearing organization receivables	2,111,864		167,884
FDIC indemnification asset	92,902	$ 102,381	130,437	$ 149,788	$ 175,114	$ 188,291
Financial liabilities:
Broker-dealer and clearing organization payables	2,045,604		179,042
Carrying Amount
Financial assets:
Cash and cash equivalents	551,553		813,075
Securities purchased under agreements to resell	83,889
Held to maturity securities	305,316		118,209
Loans held for sale	48,453		37,541
Non-covered loans, net	4,956,540		3,883,435
Covered loans	420,547		638,029
Broker-dealer and clearing organization receivables	2,111,864		167,884
FDIC indemnification asset	92,902		130,437
Other assets	61,606		59,432
Financial liabilities:
Deposits	6,820,749		6,369,892
Broker-dealer and clearing organization payables	2,045,604		179,042
Short-term borrowings	910,490		762,696
Debt	310,568		123,696
Other liabilities	5,382		2,144
Estimate of Fair Value Measurement
Financial assets:
Cash and cash equivalents	551,553		813,075
Securities purchased under agreements to resell	83,889
Held to maturity securities	308,031		118,345
Loans held for sale	48,453		37,541
Non-covered loans, net	5,002,716		3,907,194
Covered loans	569,111		767,751
Broker-dealer and clearing organization receivables	2,111,864		167,884
FDIC indemnification asset	92,902		130,437
Other assets	61,606		59,432
Financial liabilities:
Deposits	6,824,771		6,365,555
Broker-dealer and clearing organization payables	2,045,604		179,042
Short-term borrowings	910,490		762,696
Debt	303,987		117,028
Other liabilities	5,382		2,144
Estimate of Fair Value Measurement | Level 1
Financial assets:
Cash and cash equivalents	551,553		813,075
Estimate of Fair Value Measurement | Level 2
Financial assets:
Securities purchased under agreements to resell	83,889
Held to maturity securities	308,031		118,345
Loans held for sale	48,453		37,541
Non-covered loans, net	606,293		378,425
Broker-dealer and clearing organization receivables	2,111,864		167,884
Other assets	44,950		43,937
Financial liabilities:
Deposits	6,824,771		6,365,555
Broker-dealer and clearing organization payables	2,045,604		179,042
Short-term borrowings	910,490		762,696
Debt	303,987		117,028
Other liabilities	5,382		2,144
Estimate of Fair Value Measurement | Level 3
Financial assets:
Non-covered loans, net	4,396,423		3,528,769
Covered loans	569,111		767,751
FDIC indemnification asset	92,902		130,437
Other assets	$ 16,656		$ 15,495

Securities - Trading Securities

Securities - Trading Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Schedule of fair value of trading securities
Trading Securities	$ 292,418	$ 65,717
Investment-related Liabilities
Securities sold, not yet purchased, at fair value	156,775	48
U.S. Treasury securities
Schedule of fair value of trading securities
Trading Securities	8,428
Bonds
Schedule of fair value of trading securities
Trading Securities	34,241
Residential mortgage-backed securities
Schedule of fair value of trading securities
Trading Securities	24,883	5,126
Commercial mortgage-backed securities
Schedule of fair value of trading securities
Trading Securities	20,765	19,932
Collateralized mortgage obligations
Schedule of fair value of trading securities
Trading Securities	1,557
Corporate securities
Schedule of fair value of trading securities
Trading Securities	69,787	4
States and political subdivisions
Schedule of fair value of trading securities
Trading Securities	80,161	40,616
Unit investment trusts
Schedule of fair value of trading securities
Trading Securities	34,979
Private-label securitized product
Schedule of fair value of trading securities
Trading Securities	16,278
Other
Schedule of fair value of trading securities
Trading Securities	$ 1,339	$ 39

Securities - AFS and HTM, Amort

Securities - AFS and HTM, Amortized Cost and FV (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Available for sale
Amortized Cost	$ 719,212	$ 924,755
Gross Unrealized Gains	10,618	11,542
Gross Unrealized Losses	(3,698)	(10,762)
Fair Value	726,132	925,535
Held to maturity
Amortized Cost	305,316	118,209
Unrealized Gains	2,765	575
Unrealized Losses	(50)	(439)
Held to maturity, fair value	308,031	118,345
U.S. Treasury securities
Available for sale
Amortized Cost	19,382	19,382
Gross Unrealized Gains	363	264
Gross Unrealized Losses	(4)	(33)
Fair Value	19,741	19,613
Held to maturity
Amortized Cost	50,220	25,008
Unrealized Gains	16
Unrealized Losses		(6)
Held to maturity, fair value	50,236	25,002
Bonds
Available for sale
Amortized Cost	354,611	522,008
Gross Unrealized Gains	1,961	1,749
Gross Unrealized Losses	(1,333)	(7,516)
Fair Value	355,239	516,241
Held to maturity
Amortized Cost	22,386
Unrealized Gains	206
Held to maturity, fair value	22,592
Residential mortgage-backed securities
Available for sale
Amortized Cost	36,480	40,171
Gross Unrealized Gains	1,189	1,672
Gross Unrealized Losses	(14)
Fair Value	37,655	41,843
Held to maturity
Amortized Cost	24,529	29,782
Unrealized Gains	614	528
Held to maturity, fair value	25,143	30,310
Commercial mortgage-backed securities
Available for sale
Amortized Cost	9,027	11,192
Gross Unrealized Gains	103
Gross Unrealized Losses	(2)	(137)
Fair Value	9,128	11,055
Held to maturity
Amortized Cost	12,860
Unrealized Gains	345
Held to maturity, fair value	13,205
Collateralized mortgage obligations
Available for sale
Amortized Cost	60,238	89,291
Gross Unrealized Gains	112	133
Gross Unrealized Losses	(944)	(2,300)
Fair Value	59,406	87,124
Held to maturity
Amortized Cost	177,968	57,328
Unrealized Gains	1,487
Unrealized Losses	(31)	(430)
Held to maturity, fair value	179,424	56,898
Corporate securities
Available for sale
Amortized Cost	100,471	93,406
Gross Unrealized Gains	4,078	5,125
Gross Unrealized Losses	(249)	(59)
Fair Value	104,300	98,472
States and political subdivisions
Available for sale
Amortized Cost	120,548	135,419
Gross Unrealized Gains	2,310	2,083
Gross Unrealized Losses	(366)	(717)
Fair Value	122,492	136,785
Held to maturity
Amortized Cost	17,353	6,091
Unrealized Gains	97	47
Unrealized Losses	(19)	(3)
Held to maturity, fair value	17,431	6,135
Commercial mortgage backed securities
Available for sale
Amortized Cost	579	593
Gross Unrealized Gains	42	47
Fair Value	621	640
Equity securities
Available for sale
Amortized Cost	17,876	13,293
Gross Unrealized Gains	460	469
Gross Unrealized Losses	(786)
Fair Value	$ 17,550	$ 13,762

Securities - AFS in an Unrealiz

Securities - AFS in an Unrealized Loss Position (Details) $ in Thousands	Sep. 30, 2015USD ($)item	Dec. 31, 2014USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	37	17
Unrealized loss for twelve months or longer | item	69	117
Total | item	106	134
Fair Value
Unrealized loss for less than twelve months	$ 178,974	$ 54,123
Unrealized loss for twelve months or longer	125,933	503,022
Estimated Fair Value, Total	304,907	557,145
Unrealized Loss
Unrealized loss for less than twelve months	1,457	227
Unrealized loss for twelve months or longer	2,241	10,535
Total	$ 3,698	$ 10,762
U.S. Treasury securities
Number of Securities
Unrealized loss for less than twelve months | item	3	4
Unrealized loss for twelve months or longer | item		1
Total | item	3	5
Fair Value
Unrealized loss for less than twelve months	$ 4,358	$ 7,703
Unrealized loss for twelve months or longer		1,706
Estimated Fair Value, Total	4,358	9,409
Unrealized Loss
Unrealized loss for less than twelve months	4	27
Unrealized loss for twelve months or longer		6
Total	$ 4	$ 33
Bonds
Number of Securities
Unrealized loss for less than twelve months | item	7	3
Unrealized loss for twelve months or longer | item	3	22
Total | item	10	25
Fair Value
Unrealized loss for less than twelve months	$ 143,122	$ 34,847
Unrealized loss for twelve months or longer	44,601	373,035
Estimated Fair Value, Total	187,723	407,882
Unrealized Loss
Unrealized loss for less than twelve months	571	153
Unrealized loss for twelve months or longer	762	7,363
Total	$ 1,333	$ 7,516
Residential mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months | item	1
Total | item	1
Fair Value
Unrealized loss for less than twelve months	$ 1,030
Estimated Fair Value, Total	1,030
Unrealized Loss
Unrealized loss for less than twelve months	14
Total	$ 14
Commercial mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months | item	1
Unrealized loss for twelve months or longer | item	10	4
Total | item	11	4
Fair Value
Unrealized loss for less than twelve months	$ 1,618
Unrealized loss for twelve months or longer	8	$ 11,056
Estimated Fair Value, Total	1,626	11,056
Unrealized Loss
Unrealized loss for less than twelve months	2
Unrealized loss for twelve months or longer		137
Total	$ 2	$ 137
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	2	3
Unrealized loss for twelve months or longer | item	7	8
Total | item	9	11
Fair Value
Unrealized loss for less than twelve months	$ 431	$ 7,141
Unrealized loss for twelve months or longer	47,045	61,108
Estimated Fair Value, Total	47,476	68,249
Unrealized Loss
Unrealized loss for less than twelve months	2	40
Unrealized loss for twelve months or longer	942	2,260
Total	$ 944	$ 2,300
Corporate securities
Number of Securities
Unrealized loss for less than twelve months | item	12
Unrealized loss for twelve months or longer | item	1	1
Total | item	13	1
Fair Value
Unrealized loss for less than twelve months	$ 11,732
Unrealized loss for twelve months or longer	1,935	$ 1,939
Estimated Fair Value, Total	13,667	1,939
Unrealized Loss
Unrealized loss for less than twelve months	186
Unrealized loss for twelve months or longer	63	59
Total	$ 249	$ 59
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	8	7
Unrealized loss for twelve months or longer | item	46	81
Total | item	54	88
Fair Value
Unrealized loss for less than twelve months	$ 6,524	$ 4,432
Unrealized loss for twelve months or longer	31,450	54,178
Estimated Fair Value, Total	37,974	58,610
Unrealized Loss
Unrealized loss for less than twelve months	22	7
Unrealized loss for twelve months or longer	344	710
Total	$ 366	$ 717
Equity securities
Number of Securities
Unrealized loss for less than twelve months | item	3
Unrealized loss for twelve months or longer | item	2
Total | item	5
Fair Value
Unrealized loss for less than twelve months	$ 10,159
Unrealized loss for twelve months or longer	894
Estimated Fair Value, Total	11,053
Unrealized Loss
Unrealized loss for less than twelve months	656
Unrealized loss for twelve months or longer	130
Total	$ 786

Securities - HTM in an Unrealiz

Securities - HTM in an Unrealized Loss Position (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015USD ($)item	Dec. 31, 2014USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	13	7
Total | item	13	7
Fair Value
Unrealized loss for less than twelve months	$ 22,814	$ 83,799
Total	22,814	83,799
Unrealized Losses
Unrealized loss for less than twelve months	50	439
Total	$ 50	$ 439
U.S. Treasury securities
Number of Securities
Unrealized loss for less than twelve months | item		1
Total | item		1
Fair Value
Unrealized loss for less than twelve months		$ 25,002
Total		25,002
Unrealized Losses
Unrealized loss for less than twelve months		6
Total		$ 6
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	1	2
Total | item	1	2
Fair Value
Unrealized loss for less than twelve months	$ 18,514	$ 56,898
Total	18,514	56,898
Unrealized Losses
Unrealized loss for less than twelve months	31	430
Total	$ 31	$ 430
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	12	4
Total | item	12	4
Fair Value
Unrealized loss for less than twelve months	$ 4,300	$ 1,899
Total	4,300	1,899
Unrealized Losses
Unrealized loss for less than twelve months	19	3
Total	$ 19	$ 3

Securities - AFS Contractual Ma

Securities - AFS Contractual Maturities (Details) $ in Thousands	Sep. 30, 2015USD ($)
AFS, Amortized Cost, Rolling Maturity
Due in one year or less	$ 27,223
Due after one year through five years	66,426
Due after five years through ten years	79,749
Due after ten years	421,614
Total	595,012
Total amortized cost	701,336
AFS, Fair Value, Rolling Maturity
Due in one year or less	27,530
Due after one year through five years	69,337
Due after five years through ten years	82,745
Due after ten years	422,160
Total	601,772
Fair Value	708,582
Residential mortgage-backed securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	36,480
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	37,655
Collateralized mortgage obligations
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	60,238
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	59,406
Commercial mortgage backed securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	9,606
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 9,749

Securities - HTM Contractual Ma

Securities - HTM Contractual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
HTM, Amortized Cost, Rolling Maturities
Due in one year or less	$ 51,750
Due after one year through five years	20,098
Due after five years through ten years	4,077
Due after ten years	14,034
Total	89,959
Total amortized cost	305,316	$ 118,209
HTM, Fair Value, Rolling Maturities
Due in one year or less	51,770
Due after one year through five years	20,314
Due after five years through ten years	4,093
Due after ten years	14,082
Total	90,259
Held to maturity, fair value	308,031	118,345
Residential mortgage-backed securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	24,529
Total amortized cost	24,529	29,782
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	25,143
Held to maturity, fair value	25,143	30,310
Collateralized mortgage obligations
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	177,968
Total amortized cost	177,968	57,328
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	179,424
Held to maturity, fair value	179,424	$ 56,898
Commercial mortgage backed securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	12,860
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 13,205

Securities - Additional Informa

Securities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Realized net gain (loss) from trading securities portfolio	$ 4.8	$ 0.2	$ 7.6	$ 1.6
Carrying amount of securities pledged	780.2		780.2		$ 895.5
Fair value of securities pledged	785		785		890.3
NLC
Deposit with various state insurance departments	$ 9.2		$ 9.2		$ 9.2

Non-Covered Loans and Allowan75

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Summary (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Dec. 31, 2013
Loans
Total loans	$ 4,999,529		$ 3,920,476
Allowance for loan losses	(42,989)		(37,041)
Non-covered loans, net	4,956,540		3,883,435
Noncovered
Loans
Total loans	4,999,529		3,920,476
Allowance for loan losses	(42,989)	$ (40,484)	(37,041)	$ (39,027)	$ (36,431)	$ (33,241)
Non-covered loans, net	4,956,540		3,883,435
Noncovered | Commercial and industrial
Loans
Total loans	2,121,542		1,758,851
Allowance for loan losses	(18,731)	(18,853)	(18,999)	(18,845)	(18,062)	(16,865)
Margin loans to customers and correspondents	606,000		378,400
Noncovered | Real estate
Loans
Total loans	2,253,286		1,694,835
Allowance for loan losses	(16,360)	(14,565)	(11,131)	(11,065)	(9,998)	(8,331)
Noncovered | Construction and land development
Loans
Total loans	576,864		413,643
Allowance for loan losses	(7,692)	(6,845)	(6,450)	(8,499)	(8,086)	(7,957)
Noncovered | Consumer
Loans
Total loans	47,837		53,147
Allowance for loan losses	$ (206)	$ (221)	$ (461)	$ (618)	$ (285)	$ (88)

Non-Covered Loans and Allowan76

Non-Covered Loans and Allowance for Non-Covered Loan Losses - PCI Loans (Details) - Noncovered - PCI loans - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Carrying values and the outstanding contractual balances of the PCI loans
Carrying amount	$ 81,161		$ 81,161		$ 48,909
Outstanding balance	104,055		104,055		67,740
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	22,168	$ 11,904	12,814	$ 17,601
Additions			14,579
Reclassifications from (to) nonaccretable difference, net	6,234	4,270	11,173	13,886
Disposals of loans		(744)	(2,778)	(4,928)
Accretion	(9,206)	(2,199)	(16,592)	(13,328)
Balance, end of period	19,196	$ 13,231	19,196	$ 13,231
Nonaccretable difference	$ 31,100		$ 31,100		$ 18,400

Non-Covered Loans and Allowan77

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Impaired loans
Days outstanding loans and leases receivable are generally considered past due			90 days
Noncovered
Non-covered impaired loans
Unpaid Contractual Principal balance	$ 163,512		$ 163,512		$ 111,615
Recorded Investment with No Allowance	58,946		58,946		31,247
Recorded Investment with Allowance	42,812		42,812		32,563
Total Recorded Investment	101,758		101,758		63,810
Related Allowance	5,516		5,516		5,740
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	109,918	$ 66,164	82,786	$ 84,620
Non-accrual loans
Non-accrual loans	28,062		28,062		19,042
Interest income recorded on accruing impaired loans	4,900	100	7,400	2,600
Noncovered | Secured
Non-covered impaired loans
Unpaid Contractual Principal balance	59,402		59,402		51,036
Recorded Investment with No Allowance	20,089		20,089		14,096
Recorded Investment with Allowance	12,623		12,623		11,783
Total Recorded Investment	32,712		32,712		25,879
Related Allowance	2,695		2,695		3,341
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	33,137	24,897	29,296	31,953
Non-accrual loans
Non-accrual loans	22,244		22,244		16,488
Noncovered | Unsecured
Non-covered impaired loans
Unpaid Contractual Principal balance	3,534		3,534		4,120
Recorded Investment with No Allowance	76		76		92
Recorded Investment with Allowance					68
Total Recorded Investment	76		76		160
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	73	395	118	913
Non-accrual loans
Non-accrual loans	58		58		160
Noncovered | Secured by commercial properties
Non-covered impaired loans
Unpaid Contractual Principal balance	68,436		68,436		29,865
Recorded Investment with No Allowance	24,509		24,509		7,243
Recorded Investment with Allowance	23,961		23,961		15,536
Total Recorded Investment	48,470		48,470		22,779
Related Allowance	2,393		2,393		1,878
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	55,050	23,715	35,625	29,707
Non-accrual loans
Non-accrual loans	4,600		4,600		438
Noncovered | Secured by residential properties
Non-covered impaired loans
Unpaid Contractual Principal balance	18,658		18,658		4,701
Recorded Investment with No Allowance	9,640		9,640		1,583
Recorded Investment with Allowance	4,396		4,396		1,390
Total Recorded Investment	14,036		14,036		2,973
Related Allowance	198		198		85
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	14,853	3,611	8,505	3,259
Non-accrual loans
Non-accrual loans	1,028		1,028		1,253
Non-accrual loans held for sale	1,500		1,500		3,000
Noncovered | Residential construction loans
Non-covered impaired loans
Unpaid Contractual Principal balance	397		397
Recorded Investment with No Allowance	1		1
Recorded Investment with Allowance	225		225
Total Recorded Investment	226		226
Related Allowance	7		7
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	289		113
Noncovered | Commercial construction loans and land development
Non-covered impaired loans
Unpaid Contractual Principal balance	8,583		8,583		16,108
Recorded Investment with No Allowance	3,764		3,764		8,062
Recorded Investment with Allowance	1,517		1,517		1,819
Total Recorded Investment	5,281		5,281		9,881
Related Allowance	180		180		154
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	5,455	10,674	7,581	15,206
Non-accrual loans
Non-accrual loans	118		118		703
Noncovered | Consumer
Non-covered impaired loans
Unpaid Contractual Principal balance	4,502		4,502		5,785
Recorded Investment with No Allowance	867		867		171
Recorded Investment with Allowance	90		90		1,967
Total Recorded Investment	957		957		2,138
Related Allowance	43		43		282
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	1,061	$ 2,872	1,548	$ 3,582
Non-accrual loans
Non-accrual loans	14		14
Noncovered | PCI loans
Non-accrual loans
Non-accrual loans	$ 9,600		$ 9,600		$ 6,600

Non-Covered Loans and Allowan78

Non-Covered Loans and Allowance for Non-Covered Loan Losses - TDRs (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)item	Sep. 30, 2014item	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)
AB Note | Minimum | Bank
TDRs, Non-covered loans
Number of loans into which a single loan is reconfigured | item			2
Noncovered
TDRs, Non-covered loans
Total Modifications	$ 1,171		$ 1,171	$ 712
Recorded Investment in loans
Number of TDRs granted | item	1	0	1
Recorded Investment	$ 1,083		$ 1,083
Noncovered | Bank
TDRs, Non-covered loans
Unadvanced commitments to borrowers					$ 500
Noncovered | Payment Term Extension
TDRs, Non-covered loans
Total Modifications	1,171		1,171	712
Noncovered | Secured
TDRs, Non-covered loans
Total Modifications	88		88
Noncovered | Secured | Payment Term Extension
TDRs, Non-covered loans
Total Modifications	88		88
Noncovered | Secured by commercial properties
TDRs, Non-covered loans
Total Modifications	$ 1,083		$ 1,083	326
Recorded Investment in loans
Number of TDRs granted | item	1		1
Recorded Investment	$ 1,083		$ 1,083
Noncovered | Secured by commercial properties | Payment Term Extension
TDRs, Non-covered loans
Total Modifications	$ 1,083		$ 1,083	326
Noncovered | Secured by residential properties
TDRs, Non-covered loans
Total Modifications				253
Noncovered | Secured by residential properties | Payment Term Extension
TDRs, Non-covered loans
Total Modifications				253
Noncovered | Commercial construction loans and land development
TDRs, Non-covered loans
Total Modifications				133
Noncovered | Commercial construction loans and land development | Payment Term Extension
TDRs, Non-covered loans
Total Modifications				$ 133

Non-Covered Loans and Allowan79

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Aging (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	$ 4,999,529	$ 3,920,476
Noncovered
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	4,999,529	3,920,476
Noncovered | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	81,161	48,909
Noncovered | Secured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	2,024,618	1,648,433
Noncovered | Secured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	13,632	13,374
Noncovered | Unsecured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	96,924	110,418
Noncovered | Unsecured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	17	68
Noncovered | Secured by commercial properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	1,524,980	1,195,912
Noncovered | Secured by commercial properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	48,077	22,341
Noncovered | Secured by residential properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	728,306	498,923
Noncovered | Secured by residential properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	13,089	1,810
Noncovered | Residential construction loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	95,894	65,046
Noncovered | Residential construction loans | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	225
Noncovered | Commercial construction loans and land development
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	480,970	348,597
Noncovered | Commercial construction loans and land development | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	5,164	9,178
Noncovered | Consumer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	47,837	53,147
Noncovered | Consumer | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	957	2,138
Noncovered | Bank
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days	6,932	11,537
Loans past Due 60-89 Days	1,738	2,191
Loans past Due 90 Days or More	9,898	8,597
Total Past Due Loans	18,568	22,325
Current Loans	4,899,800	3,849,242
Total loans	4,999,529	3,920,476
Accruing Loans Past Due 90 Days or More	452
Noncovered | Bank | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	81,161	48,909
Noncovered | Bank | Secured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days	1,153	6,073
Loans past Due 60-89 Days	1,120	964
Loans past Due 90 Days or More	9,506	8,022
Total Past Due Loans	11,779	15,059
Current Loans	1,999,207	1,620,000
Total loans	2,024,618	1,648,433
Accruing Loans Past Due 90 Days or More	115
Noncovered | Bank | Secured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	13,632	13,374
Noncovered | Bank | Unsecured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days	53	35
Loans past Due 60-89 Days	30	3
Total Past Due Loans	83	38
Current Loans	96,824	110,312
Total loans	96,924	110,418
Noncovered | Bank | Unsecured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	17	68
Noncovered | Bank | Secured by commercial properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days	277	67
Total Past Due Loans	277	67
Current Loans	1,476,626	1,173,504
Total loans	1,524,980	1,195,912
Noncovered | Bank | Secured by commercial properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	48,077	22,341
Noncovered | Bank | Secured by residential properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days	3,949	454
Loans past Due 60-89 Days	417	1,187
Loans past Due 90 Days or More	392
Total Past Due Loans	4,758	1,641
Current Loans	710,459	495,472
Total loans	728,306	498,923
Accruing Loans Past Due 90 Days or More	337
Noncovered | Bank | Secured by residential properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	13,089	1,810
Noncovered | Bank | Residential construction loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days		175
Total Past Due Loans		175
Current Loans	95,669	64,871
Total loans	95,894	65,046
Noncovered | Bank | Residential construction loans | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	225
Noncovered | Bank | Commercial construction loans and land development
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days	1,157	4,319
Loans past Due 60-89 Days	117
Loans past Due 90 Days or More		575
Total Past Due Loans	1,274	4,894
Current Loans	474,532	334,525
Total loans	480,970	348,597
Noncovered | Bank | Commercial construction loans and land development | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	5,164	9,178
Noncovered | Bank | Consumer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Loans past Due 30-59 Days	343	414
Loans past Due 60-89 Days	54	37
Total Past Due Loans	397	451
Current Loans	46,483	50,558
Total loans	47,837	53,147
Noncovered | Bank | Consumer | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	957	2,138
Noncovered | Prime Lending | U.S. government agencies
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Accruing Loans Past Due 90 Days or More	37,000	19,200
Unpaid principal balance loans past due 90 days or more	$ 37,200	$ 19,200

Non-Covered Loans and Allowan80

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Internal Risk Grades (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)item	Dec. 31, 2014USD ($)
Internal risk grades of non-covered loans
Total	$ 4,999,529	$ 3,920,476
Bank
Internal risk grades of non-covered loans
Number of types of loans | item	2
Noncovered
Internal risk grades of non-covered loans
Total	$ 4,999,529	3,920,476
Noncovered | Bank
Internal risk grades of non-covered loans
Total	4,999,529	3,920,476
Noncovered | Pass
Internal risk grades of non-covered loans
Total	4,814,548	3,774,559
Noncovered | Special Mention
Internal risk grades of non-covered loans
Total	10,906	1,817
Noncovered | Substandard
Internal risk grades of non-covered loans
Total	92,914	95,191
Noncovered | Secured
Internal risk grades of non-covered loans
Total	2,024,618	1,648,433
Noncovered | Secured | Bank
Internal risk grades of non-covered loans
Total	2,024,618	1,648,433
Noncovered | Secured | Pass
Internal risk grades of non-covered loans
Total	1,940,761	1,566,208
Noncovered | Secured | Special Mention
Internal risk grades of non-covered loans
Total	8,516	1,105
Noncovered | Secured | Substandard
Internal risk grades of non-covered loans
Total	61,709	67,746
Noncovered | Unsecured
Internal risk grades of non-covered loans
Total	96,924	110,418
Noncovered | Unsecured | Bank
Internal risk grades of non-covered loans
Total	96,924	110,418
Noncovered | Unsecured | Pass
Internal risk grades of non-covered loans
Total	96,839	110,256
Noncovered | Unsecured | Substandard
Internal risk grades of non-covered loans
Total	68	94
Noncovered | Secured by commercial properties
Internal risk grades of non-covered loans
Total	1,524,980	1,195,912
Noncovered | Secured by commercial properties | Bank
Internal risk grades of non-covered loans
Total	1,524,980	1,195,912
Noncovered | Secured by commercial properties | Pass
Internal risk grades of non-covered loans
Total	1,450,440	1,151,454
Noncovered | Secured by commercial properties | Special Mention
Internal risk grades of non-covered loans
Total	2,390	712
Noncovered | Secured by commercial properties | Substandard
Internal risk grades of non-covered loans
Total	24,073	21,405
Noncovered | Secured by residential properties
Internal risk grades of non-covered loans
Total	728,306	498,923
Noncovered | Secured by residential properties | Bank
Internal risk grades of non-covered loans
Total	728,306	498,923
Noncovered | Secured by residential properties | Pass
Internal risk grades of non-covered loans
Total	709,692	492,549
Noncovered | Secured by residential properties | Substandard
Internal risk grades of non-covered loans
Total	5,525	4,564
Noncovered | Residential construction loans
Internal risk grades of non-covered loans
Total	95,894	65,046
Noncovered | Residential construction loans | Bank
Internal risk grades of non-covered loans
Total	95,894	65,046
Noncovered | Residential construction loans | Pass
Internal risk grades of non-covered loans
Total	95,669	65,046
Noncovered | Commercial construction loans and land development
Internal risk grades of non-covered loans
Total	480,970	348,597
Noncovered | Commercial construction loans and land development | Bank
Internal risk grades of non-covered loans
Total	480,970	348,597
Noncovered | Commercial construction loans and land development | Pass
Internal risk grades of non-covered loans
Total	474,342	338,078
Noncovered | Commercial construction loans and land development | Substandard
Internal risk grades of non-covered loans
Total	1,464	1,341
Noncovered | Consumer
Internal risk grades of non-covered loans
Total	47,837	53,147
Noncovered | Consumer | Bank
Internal risk grades of non-covered loans
Total	47,837	53,147
Noncovered | Consumer | Pass
Internal risk grades of non-covered loans
Total	46,805	50,968
Noncovered | Consumer | Substandard
Internal risk grades of non-covered loans
Total	75	41
Noncovered | PCI loans
Internal risk grades of non-covered loans
Total	81,161	48,909
Noncovered | PCI loans | Bank
Internal risk grades of non-covered loans
Total	81,161	48,909
Noncovered | PCI loans | Secured
Internal risk grades of non-covered loans
Total	13,632	13,374
Noncovered | PCI loans | Secured | Bank
Internal risk grades of non-covered loans
Total	13,632	13,374
Noncovered | PCI loans | Unsecured
Internal risk grades of non-covered loans
Total	17	68
Noncovered | PCI loans | Unsecured | Bank
Internal risk grades of non-covered loans
Total	17	68
Noncovered | PCI loans | Secured by commercial properties
Internal risk grades of non-covered loans
Total	48,077	22,341
Noncovered | PCI loans | Secured by commercial properties | Bank
Internal risk grades of non-covered loans
Total	48,077	22,341
Noncovered | PCI loans | Secured by residential properties
Internal risk grades of non-covered loans
Total	13,089	1,810
Noncovered | PCI loans | Secured by residential properties | Bank
Internal risk grades of non-covered loans
Total	13,089	1,810
Noncovered | PCI loans | Residential construction loans
Internal risk grades of non-covered loans
Total	225
Noncovered | PCI loans | Residential construction loans | Bank
Internal risk grades of non-covered loans
Total	225
Noncovered | PCI loans | Commercial construction loans and land development
Internal risk grades of non-covered loans
Total	5,164	9,178
Noncovered | PCI loans | Commercial construction loans and land development | Bank
Internal risk grades of non-covered loans
Total	5,164	9,178
Noncovered | PCI loans | Consumer
Internal risk grades of non-covered loans
Total	957	2,138
Noncovered | PCI loans | Consumer | Bank
Internal risk grades of non-covered loans
Total	$ 957	$ 2,138

Non-Covered Loans and Allowan81

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
Changes in the allowance for loan losses
Balance, beginning of period			$ 37,041
Provision charged to (recapture from) operations operations	$ 5,593	$ 4,033	8,438	$ 12,808
Balance, end of period	42,989		42,989
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					$ 4,999,529	$ 3,920,476
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	42,989		37,041		42,989	37,041
Noncovered
Changes in the allowance for loan losses
Balance, beginning of period	40,484	36,431	37,041	33,241
Provision charged to (recapture from) operations operations	4,280	4,186	7,659	9,657
Loans charged off	(2,926)	(2,120)	(5,094)	(6,082)
Recoveries on charged off loans	1,151	530	3,383	2,211
Balance, end of period	42,989	39,027	42,989	39,027
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					17,226	13,965
Loans collectively evaluated for impairment					4,901,142	3,857,602
Total loans					4,999,529	3,920,476
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance					917	421
Loans collectively evaluated for impairment, allowance					37,473	31,301
Total loans, allowance	40,484	36,431	37,041	33,241	42,989	37,041
Noncovered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	18,853	18,062	18,999	16,865
Provision charged to (recapture from) operations operations	1,636	2,302	1,065	5,876
Loans charged off	(2,685)	(1,976)	(4,305)	(5,707)
Recoveries on charged off loans	927	457	2,972	1,811
Balance, end of period	18,731	18,845	18,731	18,845
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					17,126	11,842
Loans collectively evaluated for impairment					2,090,767	1,733,567
Total loans					2,121,542	1,758,851
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance					917	421
Loans collectively evaluated for impairment, allowance					16,036	15,658
Total loans, allowance	18,853	18,062	18,999	16,865	18,731	18,999
Noncovered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	14,565	9,998	11,131	8,331
Provision charged to (recapture from) operations operations	1,812	1,064	5,481	2,689
Loans charged off	(212)	(28)	(581)	(100)
Recoveries on charged off loans	195	31	329	145
Balance, end of period	16,360	11,065	16,360	11,065
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					100	1,420
Loans collectively evaluated for impairment					2,192,020	1,669,264
Total loans					2,253,286	1,694,835
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					13,769	9,168
Total loans, allowance	14,565	9,998	11,131	8,331	16,360	11,131
Noncovered | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period	6,845	8,086	6,450	7,957
Provision charged to (recapture from) operations operations	847	395	1,242	361
Recoveries on charged off loans		18		181
Balance, end of period	7,692	8,499	7,692	8,499
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment						703
Loans collectively evaluated for impairment					571,475	403,762
Total loans					576,864	413,643
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					7,505	6,296
Total loans, allowance	6,845	8,086	6,450	7,957	7,692	6,450
Noncovered | Consumer
Changes in the allowance for loan losses
Balance, beginning of period	221	285	461	88
Provision charged to (recapture from) operations operations	(15)	425	(129)	731
Loans charged off	(29)	(116)	(208)	(275)
Recoveries on charged off loans	29	24	82	74
Balance, end of period	206	618	206	618
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					46,880	51,009
Total loans					47,837	53,147
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					163	179
Total loans, allowance	221	$ 285	461	$ 88	206	461
Noncovered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period			5,319
Balance, end of period	4,599		4,599
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					81,161	48,909
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	4,599		5,319		4,599	5,319
Noncovered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period			2,920
Balance, end of period	1,778		1,778
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					13,649	13,442
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	1,778		2,920		1,778	2,920
Noncovered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period			1,963
Balance, end of period	2,591		2,591
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					61,166	24,151
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	2,591		1,963		2,591	1,963
Noncovered | PCI loans | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period			154
Balance, end of period	187		187
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					5,389	9,178
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	187		154		187	154
Noncovered | PCI loans | Consumer
Changes in the allowance for loan losses
Balance, beginning of period			282
Balance, end of period	43		43
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					957	2,138
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 43		$ 282		$ 43	$ 282

Covered Assets and Indemnific82

Covered Assets and Indemnification Asset - Indemnification Asset (Details) - Bank - FNB $ in Millions	Sep. 13, 2013USD ($)
Loans
Percentage of net losses to be absorbed by FDIC on the first $240.4 million of net losses incurred as per the loss sharing agreement	80.00%
Threshold amount of net losses incurred for 80% of net losses to be absorbed by FDIC as per the loss sharing agreement, first layer	$ 240.4
Percentage of net losses to be absorbed by FDIC in excess of $240.4 million up to and including $365.7 million of net losses incurred as per the loss sharing agreement	0.00%
Threshold amount of net losses incurred for 0% of net losses to be absorbed by FDIC as per the loss sharing agreement, second layer	$ 365.7
Percentage of net losses to be absorbed by FDIC in excess of $365.7 million of net losses incurred as per the loss sharing agreement	80.00%
Threshold limit of subsequent recoveries reimbursable to the FDIC under the loss share agreement	$ 0
Period for which payment is required to be made to the FDIC of true-up amount	10 years
Covered | Commercial loan
Loans
Period of loss-sharing agreements in effect	5 years
Period of loss recovery provisions in effect	8 years
Covered | Single family residential loans
Loans
Period of loss-sharing agreements in effect	10 years
Period of loss recovery provisions in effect	10 years

Covered Assets and Indemnific83

Covered Assets and Indemnification Asset - Covered Loans Summary (Details) - USD ($) $ in Thousands	Sep. 13, 2013	Sep. 30, 2015	Dec. 31, 2014
Covered Loans
Allowance for covered loans		$ (1,870)	$ (4,611)
Total covered loans, net of allowance		420,547	638,029
Covered
Covered Loans
Total covered loans		422,417	642,640
Allowance for covered loans		(1,870)	(4,611)
Total covered loans, net of allowance		420,547	638,029
Covered | Commercial and industrial
Covered Loans
Total covered loans		14,972	30,780
Covered | Real estate
Covered Loans
Total covered loans		373,391	552,850
Covered | Construction and land development
Covered Loans
Total covered loans		$ 34,054	$ 59,010
Bank | Covered | Acquired loans
Loans
Fair value of loans acquired	$ 1,100,000
Carryover of the allowance for loan losses recorded	$ 0

Covered Assets and Indemnific84

Covered Assets and Indemnification Asset - Covered PCI Loans (Details) - Covered - PCI loans - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Carrying value and the outstanding contractual balance of the covered PCI loans
Carrying amount	$ 251,018		$ 251,018		$ 435,388
Outstanding balance	450,581		450,581		685,393
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	185,981	$ 186,141	193,493	$ 156,548
Reclassifications from (to) nonaccretable difference, net	35,338	25,026	61,339	82,607
Transfer of loans to covered OREO	(153)	(281)	1,346	5,091
Accretion	(32,301)	(18,146)	(67,313)	(51,506)
Balance, end of period	188,865	$ 192,740	188,865	$ 192,740
Nonaccretable difference	$ 191,900		$ 191,900		$ 382,500

Covered Assets and Indemnific85

Covered Assets and Indemnification Asset - Impaired Loans (Details) - Covered - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Average investment in covered impaired loans
Average investment	$ 285,007	$ 566,245	$ 346,493	$ 631,061
Covered, Nonaccrual Loans
Non-accrual loans	2,809		2,809		$ 34,223
Secured
Average investment in covered impaired loans
Average investment	8,258	17,953	10,481	22,794
Covered, Nonaccrual Loans
Non-accrual loans	71		71		442
Unsecured
Average investment in covered impaired loans
Average investment	3,118	7,994	4,770	8,735
Covered, Nonaccrual Loans
Non-accrual loans					883
Secured by commercial properties
Average investment in covered impaired loans
Average investment	132,133	297,511	170,627	322,396
Covered, Nonaccrual Loans
Non-accrual loans	452		452		30,823
Secured by residential properties
Average investment in covered impaired loans
Average investment	111,224	168,636	124,720	180,492
Covered, Nonaccrual Loans
Non-accrual loans	1,486		1,486		1,046
Residential construction loans
Average investment in covered impaired loans
Average investment	904	2,356	1,133	3,459
Covered, Nonaccrual Loans
Non-accrual loans	775		775		1,018
Commercial construction loans and land development
Average investment in covered impaired loans
Average investment	29,370	$ 71,795	34,762	$ 93,185
Covered, Nonaccrual Loans
Non-accrual loans	25		25		11
PCI loans
Impaired Financing Receivable, Recorded Investment [Abstract]
Unpaid Contractual Principal Balance	532,848		532,848		761,063
Recorded Investment with No Allowance	242,305		242,305		378,889
Recorded Investment with Allowance	12,041		12,041		59,747
Total Recorded Investment	254,346		254,346		438,636
Related Allowance	1,822		1,822		4,534
Covered, Nonaccrual Loans
Non-accrual loans	0		0		31,200
Interest income recorded	14,300		14,300
PCI loans | Secured
Impaired Financing Receivable, Recorded Investment [Abstract]
Unpaid Contractual Principal Balance	16,949		16,949		26,447
Recorded Investment with No Allowance	6,332		6,332		7,436
Recorded Investment with Allowance	557		557		6,636
Total Recorded Investment	6,889		6,889		14,072
Related Allowance	35		35		265
PCI loans | Unsecured
Impaired Financing Receivable, Recorded Investment [Abstract]
Unpaid Contractual Principal Balance	10,888		10,888		14,111
Recorded Investment with No Allowance	2,735		2,735		2,107
Recorded Investment with Allowance					4,697
Total Recorded Investment	2,735		2,735		6,804
Related Allowance					882
PCI loans | Secured by commercial properties
Impaired Financing Receivable, Recorded Investment [Abstract]
Unpaid Contractual Principal Balance	244,655		244,655		387,302
Recorded Investment with No Allowance	112,987		112,987		193,111
Recorded Investment with Allowance	14		14		35,142
Total Recorded Investment	113,001		113,001		228,253
Related Allowance	10		10		2,381
PCI loans | Secured by residential properties
Impaired Financing Receivable, Recorded Investment [Abstract]
Unpaid Contractual Principal Balance	195,716		195,716		235,505
Recorded Investment with No Allowance	102,944		102,944		129,571
Recorded Investment with Allowance	4,007		4,007		12,918
Total Recorded Investment	106,951		106,951		142,489
Related Allowance	883		883		937
PCI loans | Residential construction loans
Impaired Financing Receivable, Recorded Investment [Abstract]
Unpaid Contractual Principal Balance	1,808		1,808		2,749
Recorded Investment with No Allowance	893		893		1,018
Recorded Investment with Allowance					354
Total Recorded Investment	893		893		1,372
Related Allowance					69
PCI loans | Commercial construction loans and land development
Impaired Financing Receivable, Recorded Investment [Abstract]
Unpaid Contractual Principal Balance	62,832		62,832		94,949
Recorded Investment with No Allowance	16,414		16,414		45,646
Recorded Investment with Allowance	7,463		7,463
Total Recorded Investment	23,877		23,877		$ 45,646
Related Allowance	$ 894		$ 894

Covered Assets and Indemnific86

Covered Assets and Indemnification Asset - TDRs (Details) - Covered $ in Thousands	3 Months Ended	9 Months Ended	13 Months Ended
	Sep. 30, 2015USD ($)item	Sep. 30, 2015USD ($)item	Sep. 30, 2014item
Covered Loans
Total Modifications	$ 55	$ 564
TDR 30 days past due repaid during period	$ 600
Recorded Investment in loans
Number of loans | item	2	2	0
Recorded Investment	$ 254	$ 254
AB Note
Covered Loans
Total Modifications		119
Interest Rate Adjustment
Covered Loans
Total Modifications	$ 55	191
Payment Term Extension
Covered Loans
Total Modifications		$ 254
Secured by commercial properties
Recorded Investment in loans
Number of loans | item	1	1
Secured by residential properties
Covered Loans
Total Modifications	$ 55	$ 564
Recorded Investment in loans
Number of loans | item	1	1
Recorded Investment	$ 254	$ 254
Secured by residential properties | AB Note
Covered Loans
Total Modifications		119
Secured by residential properties | Interest Rate Adjustment
Covered Loans
Total Modifications	$ 55	191
Secured by residential properties | Payment Term Extension
Covered Loans
Total Modifications		$ 254

Covered Assets and Indemnific87

Covered Assets and Indemnification Asset - Aging (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Covered Assets and Indemnification Asset
Total loans	$ 4,999,529	$ 3,920,476
Covered
Covered Assets and Indemnification Asset
Total loans	422,417	642,640
Covered | PCI loans
Covered Assets and Indemnification Asset
Total loans	251,018	435,388
Covered | Secured
Covered Assets and Indemnification Asset
Total loans	12,237	22,765
Covered | Secured | PCI loans
Covered Assets and Indemnification Asset
Total loans	6,818	13,630
Covered | Unsecured
Covered Assets and Indemnification Asset
Total loans	2,735	8,015
Covered | Unsecured | PCI loans
Covered Assets and Indemnification Asset
Total loans	2,735	6,805
Covered | Secured by commercial properties
Covered Assets and Indemnification Asset
Total loans	143,821	270,329
Covered | Secured by commercial properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	112,549	227,772
Covered | Secured by residential properties
Covered Assets and Indemnification Asset
Total loans	229,570	282,521
Covered | Secured by residential properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	104,946	141,192
Covered | Residential construction loans
Covered Assets and Indemnification Asset
Total loans	1,161	1,640
Covered | Residential construction loans | PCI loans
Covered Assets and Indemnification Asset
Total loans	118	354
Covered | Commercial construction loans and land development
Covered Assets and Indemnification Asset
Total loans	32,893	57,370
Covered | Commercial construction loans and land development | PCI loans
Covered Assets and Indemnification Asset
Total loans	23,852	45,635
Bank | Covered
Covered Assets and Indemnification Asset
Loans past Due 30-59 Days	6,546	4,014
Loans past Due 60-89 Days	1,096	518
Loans past Due 90 Days or More	3,422	1,868
Total Past Due Loans	11,064	6,400
Current Loans	160,335	200,852
Total loans	422,417	642,640
Accruing Loans Past Due 90 Days or More	2,094	67
Bank | Covered | PCI loans
Covered Assets and Indemnification Asset
Total loans	251,018	435,388
Bank | Covered | Secured
Covered Assets and Indemnification Asset
Loans past Due 30-59 Days	3,853
Loans past Due 90 Days or More	71	454
Total Past Due Loans	3,924	454
Current Loans	1,495	8,681
Total loans	12,237	22,765
Accruing Loans Past Due 90 Days or More		11
Bank | Covered | Secured | PCI loans
Covered Assets and Indemnification Asset
Total loans	6,818	13,630
Bank | Covered | Unsecured
Covered Assets and Indemnification Asset
Loans past Due 30-59 Days		10
Total Past Due Loans		10
Current Loans		1,200
Total loans	2,735	8,015
Bank | Covered | Unsecured | PCI loans
Covered Assets and Indemnification Asset
Total loans	2,735	6,805
Bank | Covered | Secured by commercial properties
Covered Assets and Indemnification Asset
Loans past Due 30-59 Days	171	876
Loans past Due 60-89 Days	409
Loans past Due 90 Days or More	436	105
Total Past Due Loans	1,016	981
Current Loans	30,256	41,576
Total loans	143,821	270,329
Accruing Loans Past Due 90 Days or More	335
Bank | Covered | Secured by commercial properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	112,549	227,772
Bank | Covered | Secured by residential properties
Covered Assets and Indemnification Asset
Loans past Due 30-59 Days	2,484	3,089
Loans past Due 60-89 Days	687	493
Loans past Due 90 Days or More	2,045	405
Total Past Due Loans	5,216	3,987
Current Loans	119,408	137,342
Total loans	229,570	282,521
Accruing Loans Past Due 90 Days or More	1,672	48
Bank | Covered | Secured by residential properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	104,946	141,192
Bank | Covered | Residential construction loans
Covered Assets and Indemnification Asset
Loans past Due 90 Days or More	775	896
Total Past Due Loans	775	896
Current Loans	268	390
Total loans	1,161	1,640
Bank | Covered | Residential construction loans | PCI loans
Covered Assets and Indemnification Asset
Total loans	118	354
Bank | Covered | Commercial construction loans and land development
Covered Assets and Indemnification Asset
Loans past Due 30-59 Days	38	39
Loans past Due 60-89 Days		25
Loans past Due 90 Days or More	95	8
Total Past Due Loans	133	72
Current Loans	8,908	11,663
Total loans	32,893	57,370
Accruing Loans Past Due 90 Days or More	87	8
Bank | Covered | Commercial construction loans and land development | PCI loans
Covered Assets and Indemnification Asset
Total loans	$ 23,852	$ 45,635

Covered Assets and Indemnific88

Covered Assets and Indemnification Asset - Internal Risk Grades (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Internal risk grades of covered loans in the portfolio
Total	$ 4,999,529	$ 3,920,476
Covered
Internal risk grades of covered loans in the portfolio
Total	422,417	642,640
Covered | PCI loans
Internal risk grades of covered loans in the portfolio
Total	251,018	435,388
Covered | Pass
Internal risk grades of covered loans in the portfolio
Total	153,519	188,420
Covered | Special Mention
Internal risk grades of covered loans in the portfolio
Total	499
Covered | Substandard
Internal risk grades of covered loans in the portfolio
Total	17,381	18,832
Covered | Secured
Internal risk grades of covered loans in the portfolio
Total	12,237	22,765
Covered | Secured | PCI loans
Internal risk grades of covered loans in the portfolio
Total	6,818	13,630
Covered | Secured | Pass
Internal risk grades of covered loans in the portfolio
Total	4,848	7,712
Covered | Secured | Substandard
Internal risk grades of covered loans in the portfolio
Total	571	1,423
Covered | Unsecured
Internal risk grades of covered loans in the portfolio
Total	2,735	8,015
Covered | Unsecured | PCI loans
Internal risk grades of covered loans in the portfolio
Total	2,735	6,805
Covered | Unsecured | Pass
Internal risk grades of covered loans in the portfolio
Total		1,210
Covered | Secured by commercial properties
Internal risk grades of covered loans in the portfolio
Total	143,821	270,329
Covered | Secured by commercial properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total	112,549	227,772
Covered | Secured by commercial properties | Pass
Internal risk grades of covered loans in the portfolio
Total	26,025	35,973
Covered | Secured by commercial properties | Substandard
Internal risk grades of covered loans in the portfolio
Total	5,247	6,584
Covered | Secured by residential properties
Internal risk grades of covered loans in the portfolio
Total	229,570	282,521
Covered | Secured by residential properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total	104,946	141,192
Covered | Secured by residential properties | Pass
Internal risk grades of covered loans in the portfolio
Total	115,201	133,756
Covered | Secured by residential properties | Special Mention
Internal risk grades of covered loans in the portfolio
Total	499
Covered | Secured by residential properties | Substandard
Internal risk grades of covered loans in the portfolio
Total	8,924	7,573
Covered | Residential construction loans
Internal risk grades of covered loans in the portfolio
Total	1,161	1,640
Covered | Residential construction loans | PCI loans
Internal risk grades of covered loans in the portfolio
Total	118	354
Covered | Residential construction loans | Pass
Internal risk grades of covered loans in the portfolio
Total	265	268
Covered | Residential construction loans | Substandard
Internal risk grades of covered loans in the portfolio
Total	778	1,018
Covered | Commercial construction loans and land development
Internal risk grades of covered loans in the portfolio
Total	32,893	57,370
Covered | Commercial construction loans and land development | PCI loans
Internal risk grades of covered loans in the portfolio
Total	23,852	45,635
Covered | Commercial construction loans and land development | Pass
Internal risk grades of covered loans in the portfolio
Total	7,180	9,501
Covered | Commercial construction loans and land development | Substandard
Internal risk grades of covered loans in the portfolio
Total	$ 1,861	$ 2,234

Covered Assets and Indemnific89

Covered Assets and Indemnification Asset - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
Changes in the allowance for loan losses
Balance, beginning of period			$ 37,041
Provision charged to (recapture from) operations operations	$ 5,593	$ 4,033	8,438	$ 12,808
Balance, end of period	42,989		42,989
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					$ 4,999,529	$ 3,920,476
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	42,989		37,041		42,989	37,041
Covered
Changes in the allowance for loan losses
Balance, beginning of period	934	4,115	4,611	1,061
Provision charged to (recapture from) operations operations	1,313	(153)	779	3,151
Loans charged off	(365)	(201)	(3,627)	(451)
Recoveries on charged off loans			107
Recoveries (reversal) on charged off loans	(12)
Balance, end of period	1,870	3,761	1,870	3,761
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					775	801
Loans collectively evaluated for impairment					170,624	206,451
Total loans					422,417	642,640
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					48	77
Total loans, allowance	934	4,115	4,611	1,061	1,870	4,611
Covered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	130	1,146	1,193	1,053
Provision charged to (recapture from) operations operations	(100)	(211)	(230)	(27)
Loans charged off	38		(915)	(91)
Recoveries on charged off loans			6
Recoveries (reversal) on charged off loans	(14)
Balance, end of period	54	935	54	935
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					5,419	10,345
Total loans					14,972	30,780
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					19	46
Total loans, allowance	130	1,146	1,193	1,053	54	1,193
Covered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	469	2,551	3,334	8
Provision charged to (recapture from) operations operations	851	(342)	186	2,245
Loans charged off	(403)	(169)	(2,702)	(213)
Recoveries on charged off loans	2		101
Balance, end of period	919	2,040	919	2,040
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					155,896	183,886
Total loans					373,391	552,850
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					26	16
Total loans, allowance	469	2,551	3,334	8	919	3,334
Covered | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period	335	418	84
Provision charged to (recapture from) operations operations	562	400	823	933
Loans charged off		(32)	(10)	(147)
Balance, end of period	897	786	897	786
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					775	801
Loans collectively evaluated for impairment					9,309	12,220
Total loans					34,054	59,010
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					3	15
Total loans, allowance	335	$ 418	84	$ 786	897	84
Covered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period			4,534
Balance, end of period	1,822		1,822
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					251,018	435,388
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	1,822		4,534		1,822	4,534
Covered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period			1,147
Balance, end of period	35		35
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					9,553	20,435
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	35		1,147		35	1,147
Covered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period			3,318
Balance, end of period	893		893
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					217,495	368,964
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	893		3,318		893	3,318
Covered | PCI loans | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period			69
Balance, end of period	894		894
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					23,970	45,989
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 894		$ 69		$ 894	$ 69

Covered Assets and Indemnific90

Covered Assets and Indemnification Asset - Covered OREO (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Activity in covered OREO
Balance, beginning of period			$ 136,945
Balance, end of period	$ 106,024		106,024
Covered
Activity in covered OREO
Balance, beginning of period	125,510	$ 142,174	136,945	$ 142,833
Additions to covered OREO	3,516	10,214	39,579	42,206
Dispositions of covered OREO	(17,632)	(11,150)	(61,072)	(40,842)
Valuation adjustments in the period	(5,370)	(14,440)	(9,428)	(17,399)
Balance, end of period	$ 106,024	$ 126,798	$ 106,024	$ 126,798

Covered Assets and Indemnific91

Covered Assets and Indemnification Asset - FDIC Indemnification Asset (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Activity in the FDIC Indemnification Asset
Balance, beginning of period	$ 102,381	$ 175,114	$ 130,437	$ 188,291
FDIC Indemnification Asset accretion (amortization)	201	825	1,027	2,672
Transfers to due from FDIC and other	(9,680)	(26,151)	(38,562)	(41,175)
Balance, end of period	$ 92,902	$ 149,788	92,902	$ 149,788
FDIC, collections received			$ 98,900

Mortgage Servicing Rights (Deta

Mortgage Servicing Rights (Details) - MSR - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Change in fair value of mortgage servicing rights
Balance, beginning of period	$ 44,985	$ 35,877	$ 36,155	$ 20,149	$ 20,149
Additions	11,025	18,982	23,121	33,790
Sales		(11,387)		(11,387)
Changes in fair value: Due to changes in model inputs or assumptions	(7,030)	(1,024)	(6,302)	627
Changes in fair value: Due to customer payments	(1,453)	(541)	(5,447)	(1,272)
Balance, end of period	47,527	41,907	47,527	41,907	$ 36,155
Mortgage loans serviced for others	$ 5,042,199	$ 3,645,220	$ 5,042,199	$ 3,645,220
MSR asset as a percentage of serviced mortgage loans	0.94%	0.99%
Key Assumptions
Weighted average constant prepayment rate (as a percent)			13.68%		12.17%
Weighted average discount rate (as a percent)			10.93%		11.01%
Weighted average life			5 years 9 months 18 days		6 years 3 months 18 days

Mortgage Servicing Rights - Sen

Mortgage Servicing Rights - Sensitivity Analysis (Details) - MSR - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Sensitivity analysis
Constant prepayment rate: Impact of 10% adverse change	$ (2,180)		$ (2,180)		$ (1,648)
Constant prepayment rate: Impact of 20% adverse change	(4,181)		(4,181)		(3,169)
Discount rate: Impact of 10% adverse change	(1,722)		(1,722)		(1,431)
Discount rate: Impact of 20% adverse change	(3,322)		(3,322)		$ (2,753)
Contractually specified servicing fees, late fees and ancillary fees	$ 5,200	$ 3,100	$ 13,700	$ 8,100

Deposits (Details)

Deposits (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Deposits
Noninterest-bearing demand	$ 2,173,890	$ 2,076,385
Interest-bearing:
NOW accounts	1,006,263	1,242,110
Money market	1,457,984	861,851
Brokered - money market	70,196	79,937
Demand	415,604	136,886
Savings	266,833	299,051
Time	1,368,973	1,575,910
Brokered - time	61,006	97,762
Total deposits	$ 6,820,749	$ 6,369,892

Short-term Borrowings (Details)

Short-term Borrowings (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Short-term borrowings
Short-term borrowings	$ 910,490		$ 762,696
Hilltop Broker-Dealers
Federal Funds Purchased, Securities Sold under Agreements to Repurchase, and FHLB Advances
Weighted average interest rate (as a percent)	1.24%		1.07%
Federal funds purchased.
Short-term borrowings
Short-term borrowings	$ 103,900		$ 128,100
Securities sold under agreement to repurchase.
Short-term borrowings
Short-term borrowings	199,890		136,396
Federal Home Loan Bank notes
Short-term borrowings
Short-term borrowings	375,000		$ 375,000
Federal Funds Purchased, Securities Sold under Agreements to Repurchase, and FHLB Advances
Average balance during the period	$ 314,780	$ 258,849
Average interest rate during the period (as a percent)	0.24%	0.17%
Average interest rate at end of period (as a percent)	0.27%		0.16%
Federal Home Loan Bank notes | Maximum
Federal Funds Purchased, Securities Sold under Agreements to Repurchase, and FHLB Advances
Maturity term of debt	365 days
Short-term bank loans.
Short-term borrowings
Short-term borrowings	$ 231,700		$ 123,200
Schedule of federal funds purchased and securities sold under agreements to repurchase
Federal Funds Purchased, Securities Sold under Agreements to Repurchase, and FHLB Advances
Average balance during the period	$ 313,765	$ 326,936
Average interest rate during the period (as a percent)	0.31%	0.17%
Average interest rate at end of period (as a percent)	0.18%		0.15%
Carrying value.	$ 233,300		$ 166,734
Estimated fair value	$ 234,007		$ 163,852

Notes Payable (Details)

Notes Payable (Details) $ in Millions	Apr. 09, 2015USD ($)
Non-Cumulative Perpetual Preferred Stock, Series B
Notes payable
Aggregate liquidation value	$ 114.1
Unpaid dividend	0.4
Senior Exchangeable Notes 5.00 Percent Due 2025 | Private Placement
Notes payable
Aggregate principal amount	$ 150
Interest rate (as a percent)	5.00%
Net proceeds from the offering, after deducting estimated fee and expenses and the initial purchaser’ discounts	$ 148
Period before maturity for redemption of Senior Notes	3 months
Percentage of redemption price	100.00%

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	Jan. 01, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Net operating loss carryforwards
Effective income tax rate (as a percent)		34.90%	35.80%	23.50%	36.10%
Bargain purchase gain				$ 81,289
Income tax benefit		$ (25,338)	$ (14,010)	(58,895)	$ (44,658)
Valuation allowance on deferred tax assets for net operating loss carryforwards		2,200		2,200
Increase (decrease) in the valuation allowance				300
Valuation allowance on remainder of deferred tax assets		0		0		$ 0
Uncertain tax positions
Unrecognized Tax Benefits		900		900
Unrecognized tax benefits if recognized would favorably impact the effective tax rate		600		600
Internal Revenue Service (IRS)
Net operating loss carryforwards
Net operating loss carryforwards		$ 90,900		90,900		$ 45,500
SWS
Net operating loss carryforwards
Tax on bargain purchase gain	$ 0			0
Bargain purchase gain	$ 81,289
Income tax benefit				2,100
Increase in valuation allowance resulting from SWS merger				2,200
SWS | Capital Loss Carryforward Valuation Allowance
Net operating loss carryforwards
Increase (decrease) in the valuation allowance				$ (1,900)

Employee Benefits (Details)

Employee Benefits (Details)	9 Months Ended
	Sep. 30, 2015
Employee Benefits
Deferred compensation plan, matching percentage	15.00%
Deferred compensation plan, vesting period	4 years

Commitments and Contingencies99

Commitments and Contingencies (Details) shares in Thousands, $ in Thousands	Sep. 13, 2013USD ($)item	Nov. 02, 2012USD ($)item	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)shares	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Apr. 30, 2014item
Commitments and Contingencies
Number of shares of SWS common stock held by purported shareholders | shares					8,430
Representation and Warranty Claims
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period			$ 72,564	$ 53,123	$ 53,906	$ 51,912
Claims made			9,787	13,336	61,768	35,179
Claims resolved with no payment			(12,178)	(8,329)	(34,877)	(17,660)
Repurchases			(4,333)	(3,173)	(12,647)	(12,411)
Indemnification payments			(11,921)	(1,168)	(14,231)	(3,231)
Balance, end of period			53,919	53,789	53,919	53,789
Reserve for Indemnification Liability:
Total			72,564	53,123	53,906	51,912	$ 53,919	$ 53,906
Reserve for Indemnification liability established by mortgage origination segment
Commitments and Contingencies
Provision for indemnification losses			1,100	900	3,100	2,300
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period			17,279	19,688	17,619	21,121
Additions for new sales			1,092	883	3,086	2,295
Repurchases			(408)	(388)	(1,206)	(1,416)
Early payment defaults			(5)	(24)	(44)	(101)
Indemnification payments			(1,831)	(542)	(2,872)	(1,654)
Change in estimate			(18)	(508)	(474)	(1,136)
Balance, end of period			16,109	19,109	16,109	19,109
Reserve for Indemnification Liability:
Specific claims							5,239	7,912
Incurred but not reported claims							10,870	9,707
Total			$ 17,279	$ 19,688	17,619	$ 21,121	$ 16,109	$ 17,619
Shareholder Class Action Lawsuits
Commitments and Contingencies
Number of purported shareholder class action lawsuits | item									2
Bank | FNB
Reserve for Indemnification Liability:
Number of loss-sharing agreements | item	2
Loans and OREO acquired	$ 1,200,000
Percentage of net losses to be absorbed by FDIC on the first $240.4 million of net losses incurred as per the loss sharing agreement	80.00%
Threshold amount of net losses incurred for 80% of net losses to be absorbed by FDIC as per the loss sharing agreement, first layer	$ 240,400
Percentage of net losses to be absorbed by FDIC in excess of $240.4 million up to and including $365.7 million of net losses incurred as per the loss sharing agreement	0.00%
Threshold amount of net losses incurred for 0% of net losses to be absorbed by FDIC as per the loss sharing agreement, second layer	$ 365,700
Percentage of net losses to be absorbed by FDIC in excess of $365.7 million of net losses incurred as per the loss sharing agreement	80.00%
Threshold limit of subsequent recoveries reimbursable to the FDIC under the loss share agreement	$ 0
Period for which payment is required to be made to the FDIC of true-up amount	10 years
Covered net losses billed to the FDIC					$ 123,700
Percentage of covered net losses reimbursable under the loss-share agreements					80.00%
Amount of covered net losses reimbursable under the loss-share agreements					$ 98,900
Aggregate reimbursements received					98,900
Bank | FNB | Covered | Commercial loan
Reserve for Indemnification Liability:
Period of loss-sharing agreements in effect	5 years
Period of loss recovery provisions in effect	8 years
Bank | FNB | Covered | Single family residential loans
Reserve for Indemnification Liability:
Period of loss-sharing agreements in effect	10 years
Period of loss recovery provisions in effect	10 years
Bank | FNB | Minimum
Reserve for Indemnification Liability:
Covered losses and reimbursable expenses					240,400
Bank | FNB | Maximum
Reserve for Indemnification Liability:
Covered losses and reimbursable expenses					$ 365,700
First Southwest Company
Commitments and Contingencies
Number of defendants other than reporting entity | item		13
Amount of bonds to finance a loan to 38 Studios		$ 75,000

Financial Instruments with O100

Financial Instruments with Off-Balance Sheet Risk (Details) $ in Millions	Sep. 30, 2015USD ($)
Unused commitments to extend credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 1,600
Standby letters of credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 45.5

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	Jan. 01, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Stock based compensation
Compensation expense		$ 2	$ 1.3	$ 6.2	$ 3.3
Restricted Stock Awards | 2015 Grant Date | SWS
Stock based compensation
Number of shares awarded to certain executives and key employees	62,994
Number of shares awarded to certain executives and key employees outstanding		12,118		12,118
Vesting period	3 years
Weighted average grant date fair value of awards (in dollars per share)	$ 19.95
Unrecognized compensation expense		$ 0.2		$ 0.2
2012 Plan
Stock based compensation
Number of awards approved for grant (in shares)		4,000,000		4,000,000
Common stock remaining available for issuance (in shares)		3,947,579		3,947,579
2012 Plan | RSUs | 2015 Grant Date
Stock based compensation
Number of shares awarded to certain executives and key employees				459,975
Number of shares awarded to certain executives and key employees outstanding		449,110		449,110
Awards subject to time-based vesting (in shares)				353,272
Number of awards vesting upon achievement of performance goals (in shares)				95,838
Performance period				3 years
Weighted average grant date fair value of awards (in dollars per share)				$ 19.51
Unrecognized compensation expense		$ 7.4		$ 7.4
Transfer restrictions period				1 year
2012 Plan | RSUs | 2014 Grant Date
Stock based compensation
Number of shares awarded to certain executives and key employees						444,175
2012 Plan | RSUs | 2014 and 2013 Grant Date
Stock based compensation
Number of shares awarded to certain executives and key employees outstanding		411,325		411,325
2012 Plan | Restricted Stock Awards | 2013 Grant Date
Stock based compensation
Number of shares awarded to certain executives and key employees							471,000
Number of shares awarded to certain executives and key employees outstanding		444,000		444,000
2012 Plan | RSUs and RSAs | 2014 and 2013 Grant Date
Stock based compensation
Unrecognized compensation expense		$ 6.1		$ 6.1
2012 Plan | Board of Directors
Stock based compensation
Common shares granted to members of board of directors as compensation for director services				8,219	7,227

Regulatory Matters - Minimum Ca

Regulatory Matters - Minimum Capital Requirments (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Bank
Tier 1 capital (to average assets)
Actual Amount	$ 1,035,196	$ 845,656
Actual Ratio (as a percent)	12.77%	10.31%
Minimum Capital Requirements, Amount	$ 324,201	$ 328,025
Minimum Capital Requirements, Ratio (as a percent)	4.00%	4.00%
To Be Well Capitalized Minimum Capital Requirements, Amount	$ 405,252	$ 410,031
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent)	5.00%	5.00%
Common equity Tier 1 capital (to risk weighted assets)
Actual Amount	$ 1,035,196
Actual Ratio (as a percent)	17.36%
Minimum Capital Requirements, Amount	$ 268,374
Minimum Capital Requirements, Ratio (as a percent)	4.50%
To Be Well Capitalized Minimum Capital Requirements, Amount	$ 387,652
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent)	6.50%
Tier 1 capital (to risk-weighted assets)
Actual Amount	$ 1,035,196	$ 845,656
Actual Ratio (as a percent)	17.36%	13.74%
Minimum Capital Requirements, Amount	$ 357,832	$ 246,099
Minimum Capital Requirements, Ratio (as a percent)	6.00%	4.00%
To Be Well Capitalized Minimum Capital Requirements, Amount	$ 477,110	$ 369,148
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent)	8.00%	6.00%
Total capital (to risk-weighted assets)
Actual Amount	$ 1,081,368	$ 888,744
Actual Ratio (as a percent)	18.13%	14.45%
Minimum Capital Requirements, Amount	$ 477,110	$ 492,198
Minimum Capital Requirements, Ratio (as a percent)	8.00%	8.00%
To Be Well Capitalized Minimum Capital Requirements, Amount	$ 596,387	$ 615,247
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent)	10.00%	10.00%
Hilltop Holdings Inc.
Tier 1 capital (to average assets)
Actual Amount	$ 1,481,139	$ 1,231,724
Actual Ratio (as a percent)	12.01%	14.17%
Minimum Capital Requirements, Amount	$ 493,154	$ 347,619
Minimum Capital Requirements, Ratio (as a percent)	4.00%	4.00%
Common equity Tier 1 capital (to risk weighted assets)
Actual Amount	$ 1,439,487
Actual Ratio (as a percent)	18.36%
Minimum Capital Requirements, Amount	$ 352,803
Minimum Capital Requirements, Ratio (as a percent)	4.50%
Tier 1 capital (to risk-weighted assets)
Actual Amount	$ 1,481,139	$ 1,231,724
Actual Ratio (as a percent)	18.89%	19.02%
Minimum Capital Requirements, Amount	$ 470,405	$ 259,078
Minimum Capital Requirements, Ratio (as a percent)	6.00%	4.00%
Total capital (to risk-weighted assets)
Actual Amount	$ 1,511,992	$ 1,275,023
Actual Ratio (as a percent)	19.29%	19.69%
Minimum Capital Requirements, Amount	$ 627,206	$ 518,157
Minimum Capital Requirements, Ratio (as a percent)	8.00%	8.00%

Regulatory Matters - Net Capita

Regulatory Matters - Net Capital Position, Broker-Dealers (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Net Capital
Amount required to be segregated in cash and securities for the benefit of customers	$ 228,251	$ 76,013
First Southwest Company
Net Capital
Net capital	70,575
Less required net capital	4,923
Excess net capital	$ 65,652
Net capital as a percentage of aggregate debits	28.70%
Net capital in excess of 5% aggregate debt items	$ 58,267
Hilltop Securities
Net Capital
Net capital	151,579
Less required net capital	7,273
Excess net capital	$ 144,306
Net capital as a percentage of aggregate debits	41.70%
Net capital in excess of 5% aggregate debt items	$ 133,395
HTS Independent Network
Net Capital
Net capital	1,398
Less required net capital	250
Excess net capital	1,148
Hilltop Broker-Dealers
Net Capital
Amount required to be segregated in cash and securities for the benefit of customers	227,300	$ 76,000
Amount required to be segregated in cash and securities for the benefit of proprietary accounts of introducing broker-dealers	$ 1,000

Regulatory Matters - Insurance

Regulatory Matters - Insurance Subsidiaries (Details) - Texas Department of Insurance - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
NLIC
Insurance
Capital and surplus	$ 117,912		$ 117,912		$ 113,023
Statutory net income	7,901	$ 6,106	3,826	$ 7,428
ASIC
Insurance
Capital and surplus	29,736		29,736		$ 28,964
Statutory net income	$ 76	$ (418)	$ 643	$ 958

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Jun. 30, 2015
Stockholders' Equity Note
Authorized amount			$ 30,000
Payments to repurchase and retire shares	$ 13,000	$ 30,028
Repurchased and retired (in shares)		1,390,977
Repurchased and retired, average (per share)		$ 21.56

Derivative Financial Instrum106

Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Not Designated as Hedging Instrument | Prime Lending
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	$ 15,500	$ 200	$ 17,800	$ (5,000)
Not Designated as Hedging Instrument | Hilltop Broker-Dealers
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	12,700	$ 5,300	30,500	$ 11,400
Interest Rate Lock Commitments
Derivative financial instruments
Notional Amount	1,135,528		1,135,528		$ 621,216
Estimated Fair Value	34,539		34,539		17,057
Commitments to Purchase MBSs
Derivative financial instruments
Notional Amount	3,518,621		3,518,621		510,553
Estimated Fair Value	23,980		23,980		6,040
Commitments to Sell MBSs
Derivative financial instruments
Notional Amount	5,381,861		5,381,861		1,968,768
Estimated Fair Value	(24,678)		(24,678)		(12,566)
Commitments to Sell MBSs | Prime Lending
Derivative financial instruments
Cash collateral advanced to offset net derivative liability	8,400		8,400		6,600
Interest Rate Swap and Swaptions
Derivative financial instruments
Notional Amount	275,566		275,566		83,000
Estimated Fair Value	1,406		1,406		425
Interest Rate Swap and Swaptions | Prime Lending
Derivative financial instruments
Cash collateral advanced to offset net derivative liability	$ 4,000		$ 4,000		$ 3,300

Balance Sheet Offsetting - Asse

Balance Sheet Offsetting - Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Reverse Repurchase Agreements
Net Amounts of Assets Presented in the Balance Sheet	$ 83,889
Total
Gross Amounts of Recognized Assets	2,132,145	$ 153,365
Gross Amounts Offset in the Balance Sheet	(348)
Net Amounts of Assets Presented in the Balance Sheet	2,131,797	153,365
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	(2,129,142)	(152,899)
Net Amount	2,655	466
Institutional counterparties
Securities Borrowed:
Gross Amounts of Recognized Assets	2,036,392	152,899
Net Amounts of Assets Presented in the Balance Sheets	2,036,392	152,899
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	(2,036,392)	(152,899)
Interest Rate Swap and Swaptions | Institutional counterparties
Derivatives
Gross Amounts of Recognized Assets	2,864	425
Gross Amounts Offset in the Balance Sheets	(348)
Net Amounts of Assets Presented in the Balance Sheets	2,516	425
Gross Amounts Not Offset in the Balance Sheets
Net Amount	2,516	425
Reverse repurchase agreements | Institutional counterparties
Reverse Repurchase Agreements
Gross Amounts of Recognized Assets	83,889
Net Amounts of Assets Presented in the Balance Sheet	83,889
Financial Instruments	(83,750)
Net Amount	139
Forward MBS Derivatives | Institutional counterparties
Derivatives
Gross Amounts of Recognized Assets	9,000	41
Net Amounts of Assets Presented in the Balance Sheets	9,000	41
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	$ (9,000)
Net Amount		$ 41

Balance Sheet Offsetting - Liab

Balance Sheet Offsetting - Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Total
Gross Amounts of Recognized Liabilities	$ 2,155,848	$ 267,047
Gross Amounts Offset in the Balance Sheets	(347)	(223)
Net Amounts of Liabilities Presented in the Balance Sheets	2,155,501	266,824
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	(2,144,085)	(254,218)
Cash Collateral Pledged		(6,137)
Net Amount	11,416	6,469
Institutional counterparties
Securities Loaned:
Gross Amounts of Recognized Liabilities	1,929,588	117,822
Net Amounts of Liabilities Presented in the Balance Sheets	1,929,588	117,822
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	(1,929,588)	(117,822)
Institutional counterparties | Interest Rate Swap and Swaptions
Derivatives:
Gross Amounts of Recognized Liabilities	1,110
Net Amounts of Liabilities Presented in the Balance Sheets	1,110
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	(2,558)
Net Amount	(1,448)
Institutional counterparties | Repurchase agreements
Repurchase Agreement:
Gross Amounts of Recognized Liabilities	68,532
Net Amounts of Liabilities Presented in the Balance Sheets	68,532
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	(68,532)
Institutional counterparties | Forward MBS Derivatives
Derivatives:
Gross Amounts of Recognized Liabilities	25,260	12,829
Gross Amounts Offset in the Balance Sheets	(347)	(223)
Net Amounts of Liabilities Presented in the Balance Sheets	24,913	12,606
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	(12,049)
Cash Collateral Pledged		(6,137)
Net Amount	12,864	6,469
Customer counterparties | Repurchase agreements
Repurchase Agreement:
Gross Amounts of Recognized Liabilities	131,358	136,396
Net Amounts of Liabilities Presented in the Balance Sheets	131,358	136,396
Gross Amounts Not Offset in the Balance Sheets
Financial Instruments	$ (131,358)	$ (136,396)

Balance Sheet Offsetting - Secu

Balance Sheet Offsetting - Secured Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	$ 2,129,478	$ 254,218
Gross amount of recognized liabilities for repurchase agreements and securities lending in offsetting disclosure above	2,129,478	254,218
Overnight and Continuous
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	2,103,298	254,218
Maturity up to 30 days
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	24,108
Maturity 30 to 90 Days
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	2,072
US Treasury and agency securities
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	199,890	136,396
Securities lending transactions	12,376	9,171
US Treasury and agency securities | Overnight and Continuous
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	173,710	136,396
Securities lending transactions	12,376	9,171
US Treasury and agency securities | Maturity up to 30 days
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	24,108
US Treasury and agency securities | Maturity 30 to 90 Days
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	2,072
Corporate securities
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	10,346	200
Corporate securities | Overnight and Continuous
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	10,346	200
Equity securities
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	1,906,866	108,451
Equity securities | Overnight and Continuous
Transfers of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	$ 1,906,866	$ 108,451

Broker-Dealer and Clearing O110

Broker-Dealer and Clearing Organization Receivables and Payables (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Receivables:
Securities borrowed	$ 2,036,392	$ 152,899
Securities failed to deliver	26,162	3,497
Clearing organizations	15,449	11,471
Trades in process of settlements, net	25,092
Other	8,769	17
Total receivables	2,111,864	167,884
Payables:
Securities loaned	1,929,588	117,822
Correspondents	76,071	51,930
Securities failed to receive	36,682	5,960
Clearing organizations	3,263	3,330
Total Payables	$ 2,045,604	$ 179,042

Reserves for Losses and Loss111

Reserves for Losses and Loss Adjustment Expenses (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Information regarding of the reserve for unpaid losses and loss adjustment expenses
Balance, beginning of period	$ 29,716	$ 27,468
Less reinsurance recoverables	(4,315)	(4,508)
Net balance, beginning of period	25,401	22,960
Incurred related to:
Current period	71,652	70,349
Prior periods	5,784	5,892
Total incurred	77,436	76,241
Payments related to:
Current period	(58,523)	(55,701)
Prior periods	(15,678)	(14,338)
Total payments	(74,201)	(70,039)
Net balance, end of period	28,636	29,162
Plus reinsurance recoverables	14,264	3,298
Balance, end of period	42,900	$ 32,460
Increase (decrease) in reserves	$ 10,400

Reinsurance Activity (Details)

Reinsurance Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reinsurance Activity
Carrying value of reinsurance receivables	$ 18,800		$ 18,800
Allowance for uncollectible accounts	0		0
Earned
Net premiums, Earned	41,196	$ 41,821	121,081	$ 122,917
Effect of reinsurance on incurred losses
Loss and LAE incurred	20,785	22,834	98,382	77,041
Reinsurance recoverables	(3,450)	(205)	(20,946)	(800)
Net loss and LAE incurred	17,335	22,629	77,436	76,241
Property and casualty
Written
Premiums from direct business	41,319	42,586	130,632	134,355
Reinsurance assumed	2,786	2,531	8,243	7,441
Reinsurance ceded	(4,316)	(4,604)	(13,758)	(14,085)
Net premiums, Written	39,789	40,513	125,117	127,711
Earned
Premiums from direct business	42,608	43,890	127,218	130,183
Reinsurance assumed	2,627	2,338	7,617	6,536
Reinsurance ceded	(4,039)	(4,407)	(13,754)	(13,802)
Net premiums, Earned	$ 41,196	$ 41,821	$ 121,081	$ 122,917

Reinsurance Activity (Details 2

Reinsurance Activity (Details 2)	Jul. 01, 2015USD ($)item	Jun. 30, 2015USD ($)	Sep. 30, 2015USD ($)item
Multi-line excess of loss coverage
Reinsurance activity
Loss amount covered under reinsurance contract			$ 500,000
Reinsurance retention amount			500,000
Catastrophic coverage | First layer of protection
Reinsurance activity
Reinsurance retention amount			8,000,000
Reinsurance coverage in losses per event			17,000,000
Catastrophic coverage | Second layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract			25,000,000
Reinsurance coverage in losses per event			25,000,000
Catastrophic coverage | Third layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract			25,000,000
Reinsurance coverage in losses per event			50,000,000
Catastrophic coverage | Fourth layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract			75,000,000
Reinsurance coverage in losses per event			50,000,000
ASIC | Catastrophic coverage
Reinsurance activity
Loss amount covered under reinsurance contract			6,500,000
Reinsurance retention amount			1,500,000
NLIC | Catastrophic coverage
Reinsurance activity
Reinsurance retention amount			8,000,000
NLC | Catastrophic coverage
Reinsurance activity
Loss amount covered under reinsurance contract			$ 10,000,000
Number of layers of protection under reinsurance | item			4
Participation retained (as a percent)			9.00%
Retention of losses (as a percent)			9.00%
Renewal period of reinsurance contract	2 years
NLIC and ASIC | Catastrophic coverage
Reinsurance activity
Reinsurance retention amount	$ 8,000,000
Number of layers of protection under reinsurance | item	4
Number of significant catastrophe experienced | item			1
NLIC and ASIC | Catastrophic coverage | Maximum
Reinsurance activity
Reinsurance retention amount			$ 8,000,000
NLIC and ASIC | Catastrophic coverage | Third layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract	$ 50,000,000
Reinsurance coverage in losses per event	25,000,000	$ 50,000,000
NLIC and ASIC | Catastrophic coverage | Fourth layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract	75,000,000
Reinsurance coverage in losses per event	50,000,000	40,000,000
NLIC and ASIC | Catastrophic coverage | Third and fourth layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract	$ 125,000,000	$ 140,000,000

Segment and Related Informat114

Segment and Related Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)segment	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Segment and Related Information
Number of reportable segments | segment			4
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	$ 115,211	$ 85,760	$ 309,270	$ 269,627
Provision for loan losses	5,593	4,033	8,438	12,808
Noninterest income	296,469	212,135	950,715	585,516
Noninterest expense	333,502	254,744	1,001,295	718,585
Income before income taxes	72,585	39,118	250,252	123,750
Goodwill	251,808		251,808		$ 251,808
Total assets	12,389,456		12,389,456		9,242,416
Operating segment | Banking
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	105,758	78,285	280,081	248,686
Provision for loan losses	5,615	4,049	8,405	12,793
Noninterest income	13,935	17,638	48,293	50,258
Noninterest expense	60,518	67,236	179,378	188,153
Income before income taxes	53,560	24,638	140,591	97,998
Goodwill	207,741		207,741		207,741
Total assets	8,299,022		8,299,022		8,036,729
Operating segment | Broker-Dealer
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	8,301	3,269	24,320	9,077
Provision for loan losses	(22)	(16)	33	15
Noninterest income	83,817	29,726	243,593	80,161
Noninterest expense	90,683	31,782	271,826	87,507
Income before income taxes	1,457	1,229	(3,946)	1,716
Goodwill	7,008		7,008		7,008
Total assets	3,592,448		3,592,448		758,636
Operating segment | Mortgage origination
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	(2,538)	(3,197)	(7,829)	(9,726)
Noninterest income	159,794	128,989	463,314	343,572
Noninterest expense	145,113	114,690	412,234	316,546
Income before income taxes	12,143	11,102	43,251	17,300
Goodwill	13,071		13,071		13,071
Total assets	1,565,273		1,565,273		1,498,846
Operating segment | Insurance
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	838	808	2,294	2,625
Noninterest income	43,534	44,014	128,216	129,910
Noninterest expense	32,366	36,636	121,893	118,398
Income before income taxes	12,006	8,186	8,617	14,137
Goodwill	23,988		23,988		23,988
Total assets	350,587		350,587		328,693
Corporate
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	(1,799)	1,712	(3,289)	5,100
Noninterest income			81,289
Noninterest expense	6,028	5,015	17,546	9,767
Income before income taxes	(7,827)	(3,303)	60,454	(4,667)
Total assets	1,865,885		1,865,885		1,522,655
All Other and Eliminations.
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	4,651	4,883	13,693	13,865
Noninterest income	(4,611)	(8,232)	(13,990)	(18,385)
Noninterest expense	(1,206)	(615)	(1,582)	(1,786)
Income before income taxes	1,246	$ (2,734)	1,285	$ (2,734)
Total assets	$ (3,283,759)		$ (3,283,759)		$ (2,903,143)

Earnings per Common Share (Deta

Earnings per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Basic earnings per share:
Income (loss) applicable to Hilltop common stockholders	$ 46,678	$ 23,265	$ 187,531	$ 73,847
Weighted average shares outstanding - basic	98,676	89,711	99,297	89,709
Basic earnings (loss) per common share (in dollars per share)	$ 0.47	$ 0.26	$ 1.89	$ 0.82
Diluted earnings per share:
Weighted average shares outstanding - diluted	99,556	90,558	100,191	90,570
Effect of potentially dilutive securities (in shares)	880	847	894	861
Diluted earnings (loss) per common share (in dollars per share)	$ 0.47	$ 0.26	$ 1.88	$ 0.82
Restricted Stock Awards
Basic earnings per share:
Less: income applicable to participating shares	$ (216)	$ (121)	$ (861)	$ (384)
Common Stock | Equity and Award Type Excluding Restricted Stock Awards
Basic earnings per share:
Income (loss) applicable to Hilltop common stockholders	46,894	23,386	188,392	74,231
Diluted earnings per share:
Income (loss) applicable to Hilltop common stockholders	$ 46,894	$ 23,386	$ 188,392	$ 74,231

Recent Issued Accounting Standa

Recent Issued Accounting Standards (Details) - Senior Exchangeable Notes 5.00 Percent Due 2025 - Private Placement - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2015	Apr. 09, 2015
Debt Instrument [Line Items]
Debt Issuance Cost		$ 1,900
Debt Instrument, Face Amount				$ 150,000
Debt Instrument, Interest Rate, Stated Percentage				5.00%
Amortization of Financing Costs	$ 33		$ 100