Hilltop (HTH) 10-Q 25 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 25, 2017
Document and Entity Information
Entity Registrant Name	Hilltop Holdings Inc.
Entity Central Index Key	1,265,131
Trading Symbol	hth
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		98,529,976

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Assets
Cash and due from banks	$ 545,928	$ 669,357
Federal funds sold	24,404	21,407
Securities purchased under agreements to resell	113,228	89,430
Assets segregated for regulatory purposes	166,395	180,993
Securities:
Trading, at fair value	373,300	265,534
Available for sale, at fair value (amortized cost of $755,290 and $598,198, respectively)	755,546	598,007
Held to maturity, at amortized cost (fair value of $331,387 and $345,088, respectively)	337,357	351,831
Total securities	1,466,203	1,215,372
Loans held for sale	1,329,493	1,795,463
Non-covered loans, net of unearned income	5,783,853	5,843,499
Allowance for non-covered loan losses	(55,157)	(54,186)
Non-covered loans, net	5,728,696	5,789,313
Covered loans, net of allowance of $753 and $413, respectively	234,681	255,714
Broker-dealer and clearing organization receivables	1,574,031	1,497,741
Premises and equipment, net	184,091	190,361
FDIC indemnification asset	47,940	71,313
Covered other real estate owned	45,374	51,642
Other assets	583,554	613,453
Goodwill	251,808	251,808
Other intangible assets, net	42,601	44,695
Total assets	12,338,427	12,738,062
Deposits:
Noninterest-bearing	2,272,905	2,199,483
Interest-bearing	5,056,957	4,864,328
Total deposits	7,329,862	7,063,811
Broker-dealer and clearing organization payables	1,437,548	1,347,128
Short-term borrowings	753,777	1,417,289
Securities sold, not yet purchased, at fair value	144,193	153,889
Notes payable	324,701	317,912
Junior subordinated debentures	67,012	67,012
Other liabilities	392,025	496,501
Total liabilities	10,449,118	10,863,542
Commitments and contingencies (see Notes 12 and 13)
Hilltop stockholders' equity:
Common stock, $0.01 par value, 125,000,000 shares authorized; 98,407,385 and 98,543,774 shares issued and outstanding, respectively	984	985
Additional paid-in capital	1,570,329	1,572,877
Accumulated other comprehensive income	897	485
Retained earnings	313,197	295,568
Deferred compensation employee stock trust, net	893	903
Employee stock trust (15,057 and 15,492 shares, at cost, respectively)	(300)	(309)
Total Hilltop stockholders' equity	1,886,000	1,870,509
Noncontrolling interests	3,309	4,011
Total stockholders' equity	1,889,309	1,874,520
Total liabilities and stockholders' equity	$ 12,338,427	$ 12,738,062

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
CONSOLIDATED BALANCE SHEETS
Available for sale, amortized cost	$ 755,290	$ 598,198
Held to maturity, fair value	331,387	345,088
Covered loans, allowance	$ 753	$ 413
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	98,407,385	98,543,774
Common stock, shares outstanding	98,407,385	98,543,774
Employee stock trust, shares	15,057	15,492

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Interest income:
Loans, including fees	$ 89,991	$ 91,533
Securities borrowed	8,053	7,589
Securities:
Taxable	7,027	6,367
Tax-exempt	1,244	1,637
Other	1,926	1,028
Total interest income	108,241	108,154
Interest expense:
Deposits	4,690	3,839
Securities loaned	6,340	5,987
Short-term borrowings	1,418	1,085
Notes payable	2,814	2,582
Junior subordinated debentures	711	645
Other	168	176
Total interest expense	16,141	14,314
Net interest income	92,100	93,840
Provision for loan losses	1,705	3,407
Net interest income after provision for loan losses	90,395	90,433
Noninterest income:
Net realized gains on securities		46
Net gains from sale of loans and other mortgage production income	124,150	127,297
Mortgage loan origination fees	19,556	18,813
Securities commissions and fees	39,057	38,317
Investment and securities advisory fees and commissions	22,202	23,819
Net insurance premiums earned	36,140	39,733
Other	30,334	29,350
Total noninterest income	271,439	277,375
Noninterest expense:
Employees' compensation and benefits	186,559	182,761
Occupancy and equipment, net	27,293	27,833
Loss and loss adjustment expenses	21,700	21,959
Policy acquisition and other underwriting expenses	11,229	11,252
Other	73,711	81,384
Total noninterest expense	320,492	325,189
Income before income taxes	41,342	42,619
Income tax expense	15,035	14,423
Net income	26,307	28,196
Less: Net income (loss) attributable to noncontrolling interest	(127)	629
Income attributable to Hilltop	$ 26,434	$ 27,567
Earnings per common share:
Basic (in dollars per share)	$ 0.27	$ 0.28
Diluted (in dollars per share)	0.27	$ 0.28
Cash dividends declared per common share	$ 0.06
Weighted average share information:
Basic (in shares)	98,441	98,153
Diluted (in shares)	98,757	98,669

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 26,307	$ 28,196
Other comprehensive income:
Net unrealized gains on securities available for sale, net of tax of $231 and $2,761, respectively	412	4,279
Reclassification adjustment for gains included in net income, net of tax of $0 and $(16), respectively		(30)
Comprehensive income	26,719	32,445
Less: comprehensive income (loss) attributable to noncontrolling interest	(127)	629
Comprehensive income applicable to Hilltop	$ 26,846	$ 31,816

CONSOLIDATED STATEMENTS OF COM6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net unrealized gains on securities available for sale and other, tax	$ 231	$ 2,390
Other comprehensive income reclassification adjustment, tax	$ 0	$ (16)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Hilltop	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, 2015	$ 1,736,954	$ 989	$ 1,577,270	$ 2,629	$ 155,475	$ 1,034	$ (443)	$ 1,171	$ 1,738,125
Balance (in shares) at Dec. 31, 2015		98,896,000					22,000
Increase (Decrease) in Stockholders' Equity
Net income	27,567				27,567			629	28,196
Other comprehensive income	4,249			4,249					4,249
Issuance of common stock	3,850	$ 5	3,845						3,850
Issuance of common stock (in shares)		500,000
Stock-based compensation expense	2,228		2,228						2,228
Common stock issued to board members	108		108						108
Common stock issued to board members (in shares)		6,000
Issuance of common stock related to share-based awards, net	(33)		(33)						(33)
Issuance of common stock related to share-based awards, net (in shares)		(1,000)
Retirement of common stock	(16,276)	$ (8)	(16,268)						(16,276)
Retirement of common stock ( in shares)		(816,000)
Deferred compensation plan	1					(14)	$ 15		1
Deferred compensation plan (in shares)							(1,000)
Net cash distributed to noncontrolling interest								(437)	(437)
Balance at Mar. 31, 2016	1,758,648	$ 986	1,567,150	6,878	183,042	1,020	$ (428)	1,363	1,760,011
Balance (in shares) at Mar. 31, 2016		98,585,000					21,000
Balance at Dec. 31, 2016	1,870,509	$ 985	1,572,877	485	295,568	903	$ (309)	4,011	1,874,520
Balance (in shares) at Dec. 31, 2016		98,544,000					15,000
Increase (Decrease) in Stockholders' Equity
Net income	26,434				26,434			(127)	26,307
Other comprehensive income	412			412					412
Stock-based compensation expense	2,577		2,577						2,577
Common stock issued to board members	105		105						105
Common stock issued to board members (in shares)		3,000
Issuance of common stock related to share-based awards, net	(1,029)	$ 2	(1,031)						(1,029)
Issuance of common stock related to share-based awards, net (in shares)		122,000
Repurchase of common stock	(7,205)	$ (3)	(4,199)		(3,003)				$ (7,205)
Repurchase of common stock (in shares)		(262,000)							(261,608)
Dividends on common stock	(5,802)				(5,802)				$ (5,802)
Deferred compensation plan	(1)					(10)	$ 9		(1)
Net cash distributed to noncontrolling interest								(575)	(575)
Balance at Mar. 31, 2017	$ 1,886,000	$ 984	$ 1,570,329	$ 897	$ 313,197	$ 893	$ (300)	$ 3,309	$ 1,889,309
Balance (in shares) at Mar. 31, 2017		98,407,000					15,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities
Net income	$ 26,307	$ 28,196
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	1,705	3,407
Depreciation, amortization and accretion, net	(1,031)	(11,830)
Net realized gains on securities		(46)
Deferred income taxes	1,531	494
Other, net	1,990	8,320
Net change in securities purchased under agreements to resell	(23,798)	9,014
Net change in assets segregated for regulatory purposes	14,598	37,899
Net change in trading securities	(107,766)	(154,279)
Net change in broker-dealer and clearing organization receivables	(39,422)	130,858
Net change in FDIC indemnification asset	19,424	11,214
Net change in other assets	(8,702)	(50,550)
Net change in broker-dealer and clearing organization payables	110,694	(162,722)
Net change in other liabilities	(104,858)	(48,283)
Net change in securities sold, not yet purchased	(9,696)	35,660
Proceeds from sale of mortgage servicing rights asset	17,499
Net gains from sales of loans	(124,150)	(127,297)
Loans originated for sale	(2,939,349)	(3,052,579)
Proceeds from loans sold	3,514,340	3,352,409
Net cash provided by operating activities	349,316	9,885
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity	15,152	21,398
Proceeds from sales, maturities and principal reductions of securities available for sale	83,048	64,918
Purchases of securities held to maturity	(831)
Purchases of securities available for sale	(240,757)	(51,531)
Net change in loans	57,902	(233,309)
Purchases of premises and equipment and other assets	(4,951)	(9,948)
Proceeds from sales of premises and equipment and other real estate owned	11,438	22,068
Net cash paid for Federal Home Loan Bank and Federal Reserve Bank stock	34,953	12,311
Net cash used in investing activities	(44,046)	(174,093)
Financing Activities
Net change in deposits	245,777	139,925
Net change in short-term borrowings	(663,512)	(114,452)
Proceeds from notes payable	72,382	5,553
Payments on notes payable	(65,573)	(12,028)
Proceeds from issuance of common stock		3,850
Payments to repurchase common stock	(7,205)
Dividends paid on common stock	(5,802)
Net cash distributed to noncontrolling interest	(575)	(437)
Taxes paid on employee stock awards netting activity	(838)	(33)
Other, net	(356)	(106)
Net cash provided by (used in) financing activities	(425,702)	22,272
Net change in cash and cash equivalents	(120,432)	(141,936)
Cash and cash equivalents, beginning of period	690,764	669,445
Cash and cash equivalents, end of period	570,332	527,509
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	14,407	16,377
Cash paid for income taxes, net of refunds	1,262	831
Supplemental Schedule of Non-Cash Activities
Conversion of loans to other real estate owned	1,945	4,726
Additions to mortgage servicing rights	$ 1,224	$ 1,639

Summary of Significant Accounti

Summary of Significant Accounting and Reporting Policies	3 Months Ended
	Mar. 31, 2017
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. 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 business units, PlainsCapital Corporation (“PCC”), Hilltop Securities Holdings LLC (“Securities Holdings”) and National Lloyds Corporation (“NLC”). PCC is a financial holding company, headquartered in Dallas, Texas, that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company, 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. 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, 2016 (“2016 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 (“LAE”), 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. Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”). PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”). Ventures Management is the managing member and owns 51% of the membership interest in both PrimeLending Ventures, LLC (“Ventures”) and Mutual of Omaha Mortgage, LLC. PCC 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), because the primary beneficiaries of the Trusts are not within the consolidated group. Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly-owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Hilltop Securities Independent Network Inc. (“HTS Independent Network”) (collectively, the “Hilltop Broker-Dealers”) and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA, and First Southwest Asset Management, LLC is a registered investment adviser under the Investment Advisers Act of 1940. 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. Intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the ASC. Certain reclassifications have been made to the prior period consolidated financial statements to conform with the current period presentation. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	3 Months Ended
	Mar. 31, 2017
Recently Issued Accounting Standards
Recently Issued Accounting Standards	2. Recently Issued Accounting Standards In April 2017, FASB issued ASU 2017-08 which shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2018, using the using the modified retrospective transaction method. As permitted within the amendment, the Company elected to early adopt and apply the provisions of this amendment as of January 1, 2017. This adoption had no effect on the Company’s consolidated financial statements. In January 2017, FASB issued ASU 2017-01 which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017, using the prospective method. Early adoption is permitted. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements. In October 2016, FASB issued ASU No. 2016-16 which addresses improvement in accounting for income tax consequences of intra-equity transfers of assets other than inventory. The amendment requires that an entity recognize the income tax consequences of the intra-equity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017, using the modified retrospective transaction method. Early adoption is permitted. The Company does not intend to adopt the provisions of the amendment early and does not expect such provisions to have a significant effect on the Company’s consolidated financial statements. In August 2016, FASB issued ASU 2016-15 to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2017 using a retrospective transition method. Early adoption is permitted. The Company does not intend to adopt the provisions of the amendment early and does not expect such provisions to have a significant effect on the Company’s consolidated financial statements. In June 2016, FASB issued ASU 2016-13 which sets forth a “current expected credit loss” (CECL) model which requires entities to measure all credit losses expected over the life of an exposure (or pool of exposures) for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. The amendment also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption. Although the Company does not intend to adopt the provisions of the amendment early. A cross-functional team is evaluating the provisions of the amendment and the impact on its future consolidated financial statements through the identification of data requirements and determination of necessary modifications to its existing credit loss model and processes. The extent of the change in allowance for loan losses will be impacted by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time. In February 2016, FASB issued ASU 2016-02 related to leases. The new standard is intended to increase transparency and comparability among organizations and require lessees to record a right-to-use asset and liability representing the obligation to make lease payments for long-term leases. Accounting by lessors will remain largely unchanged. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted. Adoption will require a modified retrospective transition where the lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented. The Company does not intend to adopt the provisions of the amendment early. The Company is currently evaluating the provisions of the amendment on its consolidated financial statements, but upon adoption, expects to report higher assets and liabilities as a result of including additional leases on the consolidated balance sheets. In January 2016, FASB issued ASU 2016-01 related to financial instruments. This amendment requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The amendment also impacts financial liabilities under the Fair Value Option and the presentation and disclosure requirements for financial instruments. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Adoption of the amendment is not expected to have a significant effect on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 by one year, to clarify 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 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, cumulative-effect approach wherein the guidance is applied only to existing contracts as of the date of initial application and to new contracts entered into thereafter. The Company does not intend to adopt the provisions of the amendment early and expects to adopt using the cumulative-effect approach. The Company is currently in the process of gathering an inventory of contracts with customers and performing an in-depth assessment. The preliminary assessment suggests that the revenue recognition policies within the Company’s broker-dealer and banking segments are most likely to be effected when adopted. However, there are many aspects of this new accounting guidance that are still being interpreted to clarify and address certain implementation issues. The Company will continue to evaluate the impact on its future consolidated financial statements of both current and newly issued guidance associated with the amendment.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 and December 31, 2016, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $1.27 billion and $1.75 billion, respectively, and the unpaid principal balance of those loans was $1.22 billion and $1.71 billion, respectively. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations. The Company holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of the Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined primarily using Level 2 inputs. 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 March 31, 2017 Inputs Inputs Inputs Fair Value Trading securities $ 3,640 $ 369,660 $ — $ 373,300 Available for sale securities 20,263 735,283 — 755,546 Loans held for sale — 1,244,018 30,214 1,274,232 Derivative assets — 72,906 — 72,906 MSR asset — — 45,573 45,573 Securities sold, not yet purchased 75,047 69,146 — 144,193 Derivative liabilities — 37,024 — 37,024 Level 1 Level 2 Level 3 Total December 31, 2016 Inputs Inputs Inputs Fair Value Trading securities $ 9,481 $ 256,053 $ — $ 265,534 Available for sale securities 19,840 578,167 — 598,007 Loans held for sale — 1,712,697 35,801 1,748,498 Derivative assets — 57,036 — 57,036 MSR asset — — 61,968 61,968 Securities sold, not yet purchased 60,715 93,174 — 153,889 Derivative liabilities — 35,737 — 35,737 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 March 31, 2017 Loans held for sale $ 35,801 $ 7,828 $ (10,701) $ (2,714) $ — $ 30,214 MSR asset 61,968 1,224 (17,499) (120) — 45,573 Total $ 97,769 $ 9,052 $ (28,200) $ (2,834) $ — $ 75,787 Three months ended March 31, 2016 Trading securities $ 1 $ — $ — $ — $ — $ 1 Loans held for sale 25,880 23,236 (4,237) (4,334) — 40,545 MSR asset 52,285 1,639 — (14,061) — 39,863 Total $ 78,166 $ 24,875 $ (4,237) $ (18,395) $ — $ 80,409 All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated financial statements. Excluding the trading securities sold during the three months ended September 30, 2016, the unrealized gains (losses) relate to financial instruments still held at March 31, 2017. For Level 3 financial instruments measured at fair value on a recurring basis at March 31, 2017, the significant unobservable inputs used in the fair value measurements were as follows. Range Financial instrument Valuation Technique Unobservable Inputs (Weighted-Average) Loans held for sale Discounted cash flows / Market comparable Projected price 88 - 97 % ( 96 %) MSR asset Discounted cash flows Constant prepayment rate 10.45 % Discount rate 11.14 % The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing is measured using Level 3, or 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. 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 tables present those changes in fair value of instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands). Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 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 $ 8,862 $ — $ 8,862 $ 447 $ — $ 447 MSR asset (120) — (120) (14,061) — (14,061) The Company also determines the fair value of certain assets and liabilities on a non-recurring basis. 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 PCC (the “PlainsCapital Merger”), the FDIC-assisted transaction whereby the Bank acquired certain assets and assumed certain liabilities of Edinburg, Texas-based First National Bank (“FNB”) on September 13, 2013 (the “FNB Transaction”), and the acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction (the "SWS Merger"), whereby SWS’s banking subsidiary, Southwest Securities, FSB was merged into the Bank, 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 March 31, 2017, 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 March 31, 2017, the resulting weighted average expected loss on PCI loans associated with the PlainsCapital Merger, FNB Transaction and SWS Merger was 32%, 11% and 16%, respectively. The Company obtains updated appraisals of the fair value of 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 determines fair value primarily using independent appraisals of other real estate owned (“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 March 31, 2017, 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. Level 3 inputs were used to determine the initial fair 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 March 31, 2017 and December 31, 2016, the estimated fair value of covered OREO was $45.4 million and $51.6 million, respectively, and the underlying fair value measurements utilized Level 2 and Level 3 inputs. The fair value of non-covered OREO at March 31, 2017 and December 31, 2016 was $4.6 million and $4.5 million, respectively, and is included in other assets within the consolidated balance sheets. 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 value has been recorded during reporting periods subsequent to initial recognition (in thousands). Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended March 31, March 31, 2017 Inputs Inputs Inputs Fair Value 2017 2016 Non-covered impaired loans $ — $ — $ 47,054 $ 47,054 $ (196) $ (33) Covered impaired loans — — 41,777 41,777 (366) 332 Non-covered other real estate owned — 2,894 — 2,894 (15) — Covered other real estate owned — 3,762 — 3,762 (1,192) (9,765) 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 liabilities is described in detail in Note 3 to the consolidated financial statements included in the Company’s 2016 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 March 31, 2017 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 570,332 $ 570,332 $ — $ — $ 570,332 Securities purchased under agreements to resell 113,228 — 113,228 — 113,228 Assets segregated for regulatory purposes 166,395 166,395 — — 166,395 Held to maturity securities 337,357 — 331,387 — 331,387 Loans held for sale 55,261 — 55,261 — 55,261 Non-covered loans, net 5,728,696 — 465,209 5,414,146 5,879,355 Covered loans, net 234,681 — — 344,113 344,113 Broker-dealer and clearing organization receivables 1,574,031 — 1,574,031 — 1,574,031 FDIC indemnification asset 47,940 — — 36,308 36,308 Other assets 63,558 — 57,983 5,575 63,558 Financial liabilities: Deposits 7,329,862 — 7,323,110 — 7,323,110 Broker-dealer and clearing organization payables 1,437,548 — 1,437,548 — 1,437,548 Short-term borrowings 753,777 — 753,777 — 753,777 Debt 391,713 — 385,681 — 385,681 Other liabilities 5,436 — 5,436 — 5,436 Estimated Fair Value Carrying Level 1 Level 2 Level 3 December 31, 2016 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 690,764 $ 690,764 $ — $ — $ 690,764 Securities purchased under agreements to resell 89,430 — 89,430 — 89,430 Assets segregated for regulatory purposes 180,993 180,993 — — 180,993 Held to maturity securities 351,831 — 345,088 — 345,088 Loans held for sale 46,965 — 46,965 — 46,965 Non-covered loans, net 5,789,313 — 502,077 5,459,975 5,962,052 Covered loans, net 255,714 — — 367,444 367,444 Broker-dealer and clearing organization receivables 1,497,741 — 1,497,741 — 1,497,741 FDIC indemnification asset 71,313 — — 60,173 60,173 Other assets 62,904 — 58,697 4,207 62,904 Financial liabilities: Deposits 7,063,811 — 7,058,837 — 7,058,837 Broker-dealer and clearing organization payables 1,347,128 — 1,347,128 — 1,347,128 Short-term borrowings 1,417,289 — 1,417,289 — 1,417,289 Debt 384,924 — 378,822 — 378,822 Other liabilities 3,708 — 3,708 — 3,708

Securities

Securities	3 Months Ended
	Mar. 31, 2017
Securities
Securities	4. Securities The fair value of trading securities is summarized as follows (in thousands). March 31, December 31, 2017 2016 U.S. Treasury securities $ 314 $ 5,940 U.S. government agencies: Bonds 51,586 36,303 Residential mortgage-backed securities 150,233 2,539 Commercial mortgage-backed securities 14,978 15,171 Collateralized mortgage obligations 1,353 5,607 Corporate debt securities 69,768 60,699 States and political subdivisions 66,274 89,946 Unit investment trusts 11,603 41,409 Private-label securitized product 3,849 4,292 Other 3,342 3,628 Totals $ 373,300 $ 265,534 The Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligation may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $144.2 million and $153.9 million at March 31, 2017 and December 31, 2016, respectively. The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands). Available for Sale Amortized Unrealized Unrealized March 31, 2017 Cost Gains Losses Fair Value U.S. Treasury securities $ 101,683 $ 156 $ (44) $ 101,795 U.S. government agencies: Bonds 100,984 857 (167) 101,674 Residential mortgage-backed securities 211,934 757 (3,018) 209,673 Commercial mortgage-backed securities 8,719 1 (40) 8,680 Collateralized mortgage obligations 157,656 31 (3,243) 154,444 Corporate debt securities 76,076 2,421 (40) 78,457 States and political subdivisions 78,644 1,635 (229) 80,050 Commercial mortgage-backed securities 499 11 — 510 Equity securities 19,095 1,243 (75) 20,263 Totals $ 755,290 $ 7,112 $ (6,856) $ 755,546 Available for Sale Amortized Unrealized Unrealized December 31, 2016 Cost Gains Losses Fair Value U.S. Treasury securities $ 31,701 $ 144 $ (44) $ 31,801 U.S. government agencies: Bonds 121,838 881 (67) 122,652 Residential mortgage-backed securities 135,371 708 (2,941) 133,138 Commercial mortgage-backed securities 8,771 2 (58) 8,715 Collateralized mortgage obligations 117,879 29 (3,206) 114,702 Corporate debt securities 76,866 2,354 (91) 79,129 States and political subdivisions 86,353 1,498 (336) 87,515 Commercial mortgage-backed securities 499 16 — 515 Equity securities 18,920 1,263 (343) 19,840 Totals $ 598,198 $ 6,895 $ (7,086) $ 598,007 Held to Maturity Amortized Unrealized Unrealized March 31, 2017 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 40,513 $ 6 $ (1,192) $ 39,327 Residential mortgage-backed securities 18,717 128 (11) 18,834 Commercial mortgage-backed securities 31,604 102 (554) 31,152 Collateralized mortgage obligations 205,176 115 (3,077) 202,214 States and political subdivisions 41,347 130 (1,617) 39,860 Totals $ 337,357 $ 481 $ (6,451) $ 331,387 Held to Maturity Amortized Unrealized Unrealized December 31, 2016 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 40,513 $ — $ (1,287) $ 39,226 Residential mortgage-backed securities 19,606 13 (6) 19,613 Commercial mortgage-backed securities 31,767 102 (593) 31,276 Collateralized mortgage obligations 217,954 128 (3,372) 214,710 States and political subdivisions 41,991 70 (1,798) 40,263 Totals $ 351,831 $ 313 $ (7,056) $ 345,088 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). March 31, 2017 December 31, 2016 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 7 $ 21,713 $ 44 7 $ 21,694 $ 44 Unrealized loss for twelve months or longer — — — — — — 7 21,713 44 7 21,694 44 U.S. government agencies: Bonds: Unrealized loss for less than twelve months 7 74,923 167 1 14,908 67 Unrealized loss for twelve months or longer — — — — — — 7 74,923 167 1 14,908 67 Residential mortgage-backed securities: Unrealized loss for less than twelve months 16 155,596 3,018 12 109,398 2,941 Unrealized loss for twelve months or longer — — — — — — 16 155,596 3,018 12 109,398 2,941 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 2 7,100 40 2 7,127 58 Unrealized loss for twelve months or longer — — — — — — 2 7,100 40 2 7,127 58 Collateralized mortgage obligations: Unrealized loss for less than twelve months 17 124,634 2,332 11 91,144 2,340 Unrealized loss for twelve months or longer 8 17,895 911 8 19,320 866 25 142,529 3,243 19 110,464 3,206 Corporate debt securities: Unrealized loss for less than twelve months 2 3,977 40 3 5,899 91 Unrealized loss for twelve months or longer — — — — — — 2 3,977 40 3 5,899 91 States and political subdivisions: Unrealized loss for less than twelve months 25 12,406 220 32 17,549 322 Unrealized loss for twelve months or longer 1 457 9 1 450 14 26 12,863 229 33 17,999 336 Equity securities: Unrealized loss for less than twelve months 1 54 — — — — Unrealized loss for twelve months or longer 2 7,009 75 2 11,107 343 3 7,063 75 2 11,107 343 Total available for sale: Unrealized loss for less than twelve months 77 400,403 5,861 68 267,719 5,863 Unrealized loss for twelve months or longer 11 25,361 995 11 30,877 1,223 88 $ 425,764 $ 6,856 79 $ 298,596 $ 7,086 March 31, 2017 December 31, 2016 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Held to Maturity U.S. government agencies: Bonds: Unrealized loss for less than twelve months 4 $ 33,321 $ 1,192 4 $ 33,225 $ 1,287 Unrealized loss for twelve months or longer — — — — — — 4 33,321 1,192 4 33,225 1,287 Residential mortgage-backed securities: Unrealized loss for less than twelve months 1 6,131 11 2 13,178 6 Unrealized loss for twelve months or longer — — — — — — 1 6,131 11 2 13,178 6 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 4 19,801 549 5 18,891 588 Unrealized loss for twelve months or longer 1 1,395 5 1 1,401 5 5 21,196 554 6 20,292 593 Collateralized mortgage obligations: Unrealized loss for less than twelve months 18 169,154 3,077 19 187,669 3,372 Unrealized loss for twelve months or longer — — — — — — 18 169,154 3,077 19 187,669 3,372 States and political subdivisions: Unrealized loss for less than twelve months 60 25,088 1,611 71 29,862 1,790 Unrealized loss for twelve months or longer 1 461 6 1 462 8 61 25,549 1,617 72 30,324 1,798 Total held to maturity: Unrealized loss for less than twelve months 87 253,495 6,440 101 282,825 7,043 Unrealized loss for twelve months or longer 2 1,856 11 2 1,863 13 89 $ 255,351 $ 6,451 103 $ 284,688 $ 7,056 During the three months ended March 31, 2017 and 2016, the Company did not record any other-than-temporary impairments (“OTTI”). Factors considered in the Company’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 Company’s 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 recording any OTTI 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. 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 March 31, 2017 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 $ 183,702 $ 183,982 $ 4,286 $ 4,297 Due after one year through five years 96,478 98,454 3,325 3,348 Due after five years through ten years 45,582 47,102 26,290 25,618 Due after ten years 31,625 32,438 47,959 45,924 357,387 361,976 81,860 79,187 Residential mortgage-backed securities 211,934 209,673 18,717 18,834 Collateralized mortgage obligations 157,656 154,444 205,176 202,214 Commercial mortgage-backed securities 9,218 9,190 31,604 31,152 $ 736,195 $ 735,283 $ 337,357 $ 331,387 The Company realized net gains of $5.9 million and $5.7 million from its trading securities portfolio during the three months ended March 31, 2017 and 2016, respectively. In addition, the Hilltop Broker-Dealers realized net gains from trading activities primarily associated with the structured finance business of $6.6 million and $5.6 million during the three months ended March 31, 2017 and 2016, respectively. All such realized net gains are recorded as a component of other noninterest income within the consolidated statements of operations. Securities with a carrying amount of $780.5 million and $695.1 million (with a fair value of $772.3 million and $688.1 million, respectively) at March 31, 2017 and December 31, 2016, 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. Substantially all of these pledged securities were included in our available for sale and held to maturity securities portfolios at March 31, 2017 and December 31, 2016. 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 March 31, 2017 and December 31, 2016, NLC had investments on deposit in custody for various state insurance departments with aggregate carrying values of $9.2 million.

Non-Covered Loans and Allowance

Non-Covered Loans and Allowance for Non-Covered Loan Losses	3 Months Ended
	Mar. 31, 2017
Non-Covered Loans and Allowance for Non-Covered Loan Losses
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). March 31, December 31, 2017 2016 Commercial and industrial $ 1,655,945 $ 1,696,453 Real estate 2,852,245 2,816,767 Construction and land development 767,798 786,850 Consumer 42,656 41,352 Broker-dealer (1) 465,209 502,077 5,783,853 5,843,499 Allowance for non-covered loan losses (55,157) (54,186) Total non-covered loans, net of allowance $ 5,728,696 $ 5,789,313 (1) Represents margin loans to customers and correspondents associated with our broker-dealer segment operations. 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 non-covered PCI loans (in thousands). March 31, December 31, 2017 2016 Carrying amount $ 47,765 $ 51,432 Outstanding balance 63,716 67,988 Changes in the accretable yield for non-covered PCI loans were as follows (in thousands). Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 13,116 $ 17,744 Reclassifications from nonaccretable difference, net (1) 139 2,343 Accretion (1,813) (3,919) Balance, end of period $ 11,442 $ 16,168 (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 non-accrual and expected cash flows are no longer predictable and the accretable yield is eliminated. The remaining nonaccretable difference for non-covered PCI loans was $20.6 million and $22.8 million at March 31, 2017 and December 31, 2016, respectively. Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments, which generally occurs 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 the following tables include loans accounted for on an individual basis, as well as acquired 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, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related March 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 22,495 $ 6,558 $ 1,455 $ 8,013 $ 208 Unsecured 2,150 — — — — Real estate: Secured by commercial properties 35,756 10,459 16,109 26,568 1,873 Secured by residential properties 13,256 8,414 1,779 10,193 181 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 4,983 1,030 1,683 2,713 326 Consumer 2,839 — 278 278 65 Broker-dealer — — — — — 81,479 26,461 21,304 47,765 2,653 Non-PCI Commercial and industrial: Secured 10,880 7,607 1,452 9,059 778 Unsecured 817 778 — 778 — Real estate: Secured by commercial properties 11,949 11,596 — 11,596 — Secured by residential properties 1,334 1,074 — 1,074 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 680 — 661 661 144 Consumer 228 223 — 223 — Broker-dealer — — — — — 25,903 21,278 2,113 23,391 922 $ 107,382 $ 47,739 $ 23,417 $ 71,156 $ 3,575 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2016 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 25,354 $ 3,234 $ 5,438 $ 8,672 $ 557 Unsecured — — — — — Real estate: Secured by commercial properties 38,005 11,097 17,413 28,510 1,907 Secured by residential properties 13,606 7,401 3,088 10,489 200 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 5,780 1,391 2,076 3,467 377 Consumer 3,223 237 57 294 56 Broker-dealer — — — — — 85,968 23,360 28,072 51,432 3,097 Non-PCI Commercial and industrial: Secured 6,311 3,313 1,372 4,685 115 Unsecured 946 925 — 925 — Real estate: Secured by commercial properties 10,134 10,000 — 10,000 — Secured by residential properties 1,344 1,116 — 1,116 — Construction and land development: Residential construction loans 28 28 — 28 — Commercial construction loans and land development 738 48 679 727 167 Consumer 246 244 — 244 — Broker-dealer — — — — — 19,747 15,674 2,051 17,725 282 $ 105,715 $ 39,034 $ 30,123 $ 69,157 $ 3,379 Average recorded investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended March 31, 2017 2016 Commercial and industrial: Secured $ 15,215 $ 26,155 Unsecured 852 41 Real estate: Secured by commercial properties 38,337 40,371 Secured by residential properties 11,436 12,524 Construction and land development: Residential construction loans 14 111 Commercial construction loans and land development 3,784 4,622 Consumer 520 655 Broker-dealer — — $ 70,158 $ 84,479 Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). March 31, December 31, 2017 2016 Commercial and industrial: Secured $ 12,712 $ 8,590 Unsecured 778 925 Real estate: Secured by commercial properties 11,596 11,034 Secured by residential properties 1,074 1,197 Construction and land development: Residential construction loans — 28 Commercial construction loans and land development 661 727 Consumer 223 244 Broker-dealer — — $ 27,044 $ 22,745 At March 31, 2017 and December 31, 2016, non-covered non-accrual loans included non-covered PCI loans of $3.7 million and $5.0 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, $1.8 million and $1.7 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at March 31, 2017 and December 31, 2016, respectively. Interest income, including recoveries and cash payments, recorded on non-covered impaired loans was $0.3 million and $0.1 million during the three months ended March 31, 2017 and 2016, 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 may also reconfigure a single loan into 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. Information regarding TDRs granted during the three months ended March 31, 2017 and 2016, respectively is shown in the following table (in thousands). At March 31, 2017 and December 31, 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,342 1 $ 1,196 $ 1,196 Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,470 — — — Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 2 $ 2,838 $ 2,812 1 $ 1,196 $ 1,196 All of the non-covered loan modifications included in the table above involved payment term extensions. The Bank did not grant principal reductions on any restructured non-covered loans during the three months ened March 31, 2017 and 2016. The following table presents information regarding TDRs granted during the twelve months preceding March 31, 2017 and 2016, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding March 31, 2017 Twelve Months Preceding March 31, 2016 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured — $ — $ — — $ — $ — Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,470 1 1,084 1,017 Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 1 $ 1,481 $ 1,470 1 $ 1,084 $ 1,017 An analysis of the aging of the Bank’s non-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 Past Due March 31, 2017 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 3,816 $ 1,186 $ 3,643 $ 8,645 $ 1,544,697 $ 8,013 $ 1,561,355 $ 14 Unsecured 1,814 — — 1,814 92,776 — 94,590 — Real estate: Secured by commercial properties 5,489 54 78 5,621 2,025,795 26,568 2,057,984 — Secured by residential properties 602 419 — 1,021 783,047 10,193 794,261 — Construction and land development: Residential construction loans — — — — 136,354 — 136,354 — Commercial construction loans and land development 24 — 661 685 628,046 2,713 631,444 — Consumer 230 26 4 260 42,118 278 42,656 4 Broker-dealer — — — — 465,209 — 465,209 — $ 11,975 $ 1,685 $ 4,386 $ 18,046 $ 5,718,042 $ 47,765 $ 5,783,853 $ 18 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2016 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 4,727 $ 704 $ 6,770 $ 12,201 $ 1,576,239 $ 8,672 $ 1,597,112 $ 3,095 Unsecured 596 1 909 1,506 97,835 — 99,341 1 Real estate: Secured by commercial properties 550 9,417 1,492 11,459 1,915,126 28,510 1,955,095 — Secured by residential properties 506 361 369 1,236 849,947 10,489 861,672 — Construction and land development: Residential construction loans — 28 — 28 128,624 — 128,652 — Commercial construction loans and land development 2,500 1,784 48 4,332 650,399 3,467 658,198 — Consumer 176 31 — 207 40,851 294 41,352 — Broker-dealer — — — — 502,077 — 502,077 — $ 9,055 $ 12,326 $ 9,588 $ 30,969 $ 5,761,098 $ 51,432 $ 5,843,499 $ 3,096 In addition to the non-covered loans shown in the table above, $42.7 million and $44.4 million of loans included in loans held for sale (with an unpaid principal balance of $43.5 million and $44.9 million, respectively) were 90 days past due and accruing interest at March 31, 2017 and December 31, 2016, 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). March 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,495,445 $ 853 $ 57,044 $ 8,013 $ 1,561,355 Unsecured 93,186 — 1,404 — 94,590 Real estate: Secured by commercial properties 2,001,976 975 28,465 26,568 2,057,984 Secured by residential properties 775,056 3,321 5,691 10,193 794,261 Construction and land development: Residential construction loans 136,354 — — — 136,354 Commercial construction loans and land development 627,893 — 838 2,713 631,444 Consumer 42,128 5 245 278 42,656 Broker-dealer 465,209 — — — 465,209 $ 5,637,247 $ 5,154 $ 93,687 $ 47,765 $ 5,783,853 December 31, 2016 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,531,895 $ 72 $ 56,473 $ 8,672 $ 1,597,112 Unsecured 97,646 — 1,695 — 99,341 Real estate: Secured by commercial properties 1,888,231 3,693 34,661 28,510 1,955,095 Secured by residential properties 846,420 — 4,763 10,489 861,672 Construction and land development: Residential construction loans 128,624 — 28 — 128,652 Commercial construction loans and land development 653,808 — 923 3,467 658,198 Consumer 40,789 6 263 294 41,352 Broker-dealer 502,077 — — — 502,077 $ 5,689,490 $ 3,771 $ 98,806 $ 51,432 $ 5,843,499 Allowance for Loan Losses The allowance for both originated and acquired loans is subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance. The Company’s analysis of 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 is described in detail in Note 5 to the consolidated financial statements included in the Company’s 2016 Form 10-K. 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 March 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Provision charged to (recapture from) operations 475 922 (112) 56 (132) 1,209 Loans charged off (605) (82) (11) (34) — (732) Recoveries on charged off loans 440 36 — 18 — 494 Balance, end of period $ 21,679 $ 26,112 $ 6,879 $ 464 $ 23 $ 55,157 Commercial and Construction and Three Months Ended March 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 19,845 $ 18,983 $ 6,064 $ 314 $ 209 $ 45,415 Provision charged to (recapture from) operations 1,016 3,233 (503) 32 (93) 3,685 Loans charged off (1,350) — — (52) (2) (1,404) Recoveries on charged off loans 658 56 — 40 — 754 Balance, end of period $ 20,169 $ 22,272 $ 5,561 $ 334 $ 114 $ 48,450 The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and March 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 8,719 $ 10,842 $ 661 $ 186 $ — $ 20,408 Loans collectively evaluated for impairment 1,639,213 2,804,642 764,424 42,192 465,209 5,715,680 PCI Loans 8,013 36,761 2,713 278 — 47,765 $ 1,655,945 $ 2,852,245 $ 767,798 $ 42,656 $ 465,209 $ 5,783,853 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 4,508 $ 9,704 $ 727 $ 205 $ — $ 15,144 Loans collectively evaluated for impairment 1,683,273 2,768,064 782,656 40,853 502,077 5,776,923 PCI Loans 8,672 38,999 3,467 294 — 51,432 $ 1,696,453 $ 2,816,767 $ 786,850 $ 41,352 $ 502,077 $ 5,843,499 The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and March 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 778 $ — $ 144 $ — $ — $ 922 Loans collectively evaluated for impairment 20,693 24,058 6,409 399 23 51,582 PCI Loans 208 2,054 326 65 — 2,653 $ 21,679 $ 26,112 $ 6,879 $ 464 $ 23 $ 55,157 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 115 $ — $ 167 $ — $ — $ 282 Loans collectively evaluated for impairment 20,697 23,129 6,458 368 155 50,807 PCI Loans 557 2,107 377 56 — 3,097 $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186

Covered Assets and Indemnificat

Covered Assets and Indemnification Asset	3 Months Ended
	Mar. 31, 2017
Covered Assets and Indemnification Asset
Covered Assets and Indemnification Asset.	6. Covered Assets and Indemnification Asset The Bank acquired certain assets and assumed certain liabilities of FNB in connection with an FDIC-assisted transaction on September 13, 2013 (the “Bank Closing Date”). 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 book 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 book value losses and expenses actually billed plus any book 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 for single family residential assets. The loss-share agreements for commercial and single family residential assets are in effect for five years and ten years, respectively, from the Bank Closing Date, and the loss recovery provisions to the FDIC are in effect for eight years and ten 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 ten years following the Bank Closing Date if its actual net realized losses over the life of the loss-share agreements are less than the FDIC’s initial estimate of losses on covered assets. The “true-up” payment is calculated using a defined formula set forth in the P&A Agreement. At March 31, 2017, the Bank has recorded a related “true-up” payment accrual of $14.9 million based on the current estimate of aggregate realized losses on covered assets over the life of the loss-share agreements. 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 the accounting policies for 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). March 31, December 31, 2017 2016 Commercial and industrial $ 2,022 $ 2,697 Real estate 227,241 244,469 Construction and land development 6,171 8,961 235,434 256,127 Allowance for covered loans (753) (413) Total covered loans, net of allowance $ 234,681 $ 255,714 The following table presents the carrying value and the outstanding contractual balance of covered PCI loans (in thousands). March 31, December 31, 2017 2016 Carrying amount $ 118,393 $ 133,754 Outstanding balance 240,801 266,098 Changes in the accretable yield for covered PCI loans were as follows (in thousands). Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 143,731 $ 176,719 Reclassifications from nonaccretable difference, net (1) 11,406 9,633 Transfer of loans to covered OREO (2) (118) (109) Accretion (12,553) (17,110) Balance, end of period $ 142,466 $ 169,133 (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 non-accrual 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 $66.6 million and $94.5 million at March 31, 2017 and December 31, 2016, respectively. During the three months ended March 31, 2017 and 2016, 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. The amounts shown in the 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, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related March 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 5,350 $ 537 $ 191 $ 728 $ 7 Unsecured 6,908 173 — 173 — Real estate: Secured by commercial properties 130,869 29,355 15,326 44,681 578 Secured by residential properties 142,319 69,043 1,192 70,235 125 Construction and land development: Residential construction loans 879 — — — — Commercial construction loans and land development 20,310 2,576 — 2,576 — 306,635 101,684 16,709 118,393 710 Non-PCI Commercial and industrial: Secured 52 52 — 52 — Unsecured — — — — — Real estate: Secured by commercial properties 392 302 — 302 — Secured by residential properties 4,445 3,793 — 3,793 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 36 30 — 30 — 4,925 4,177 — 4,177 — $ 311,560 $ 105,861 $ 16,709 $ 122,570 $ 710 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2016 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 10,579 $ 1,024 $ 189 $ 1,213 $ 13 Unsecured 3,259 299 — 299 — Real estate: Secured by commercial properties 143,934 26,415 26,222 52,637 271 Secured by residential properties 148,384 73,240 1,161 74,401 60 Construction and land development: Residential construction loans 766 — — — — Commercial construction loans and land development 23,522 5,204 — 5,204 — 330,444 106,182 27,572 133,754 344 Non-PCI Commercial and industrial: Secured 52 52 — 52 — Unsecured — — — — — Real estate: Secured by commercial properties 396 310 — 310 — Secured by residential properties 4,175 3,537 — 3,537 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 24 20 — 20 — 4,647 3,919 — 3,919 — $ 335,091 $ 110,101 $ 27,572 $ 137,673 $ 344 Average investment in covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended March 31, 2017 2016 Commercial and industrial: Secured $ 1,023 $ 5,509 Unsecured 236 1,786 Real estate: Secured by commercial properties 48,965 92,941 Secured by residential properties 75,983 95,788 Construction and land development: Residential construction loans — 673 Commercial construction loans and land development 3,915 17,365 $ 130,122 $ 214,062 Covered non-accrual loans are summarized by class in the following table (in thousands). March 31, December 31, 2017 2016 Commercial and industrial: Secured $ 52 $ 52 Unsecured — — Real estate: Secured by commercial properties 302 730 Secured by residential properties 3,294 3,035 Construction and land development: Residential construction loans — — Commercial construction loans and land development 30 19 $ 3,678 $ 3,836 At March 31, 2017, there were no covered PCI loans included within non-accrual loans for which discount accretion has been suspended. At December 31, 2016, covered non-accrual loans included covered PCI loans of $0.4 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. Interest income, including recoveries and cash payments, recorded on covered impaired loans was $0.1 million during the three months ended March 31, 2017, while interest income recorded on covered impaired loans during the three months ended March 31, 2016 was nominal. Except 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 Bank did not grant any TDRs during the three months ended March 31, 2017 and 2016, respectively. Pooled Loans are not in the scope of the disclosure requirements for TDRs. At March 31, 2017 and December 31, 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. There were no TDRs granted during the twelve months preceding March 31, 2017 and 2016, respectively, for which a payment was at least 30 days past due. 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 March 31, 2017 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ — $ 96 $ 96 $ 1,025 $ 728 $ 1,849 $ 44 Unsecured — — — — — 173 173 — Real estate: Secured by commercial properties 74 — — 74 18,446 44,681 63,201 — Secured by residential properties 3,352 1,182 1,361 5,895 87,910 70,235 164,040 — Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development — — 13 13 3,582 2,576 6,171 — $ 3,426 $ 1,182 $ 1,470 $ 6,078 $ 110,963 $ 118,393 $ 235,434 $ 44 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total (Non ‑ PCI) Past Due December 31, 2016 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ 6 $ 96 $ 102 $ 1,083 $ 1,213 $ 2,398 $ 44 Unsecured — — — — — 299 299 — Real estate: Secured by commercial properties 96 229 — 325 19,132 52,637 72,094 — Secured by residential properties 3,511 1,345 1,479 6,335 91,639 74,401 172,375 129 Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development 15 — — 15 3,742 5,204 8,961 — $ 3,622 $ 1,580 $ 1,575 $ 6,777 $ 115,596 $ 133,754 $ 256,127 $ 173 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). March 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 543 $ — $ 578 $ 728 $ 1,849 Unsecured — — — 173 173 Real estate: Secured by commercial properties 17,210 — 1,310 44,681 63,201 Secured by residential properties 86,695 453 6,657 70,235 164,040 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 2,143 — 1,452 2,576 6,171 $ 106,591 $ 453 $ 9,997 $ 118,393 $ 235,434 December 31, 2016 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 592 $ — $ 593 $ 1,213 $ 2,398 Unsecured — — — 299 299 Real estate: Secured by commercial properties 17,996 — 1,461 52,637 72,094 Secured by residential properties 90,563 461 6,950 74,401 172,375 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 2,281 — 1,476 5,204 8,961 $ 111,432 $ 461 $ 10,480 $ 133,754 $ 256,127 The Bank’s impairment methodology for covered loans is consistent with the methodology for non-covered loans, and is discussed in detail in Notes 5 and 6 to the consolidated financial statements included in the Company’s 2016 Form 10-K. Changes in the allowance for covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three months ended March 31, 2017 Industrial Real Estate Land Development Total Balance, beginning of period $ 35 $ 378 $ — $ 413 Provision charged to (recapture from) operations (17) 513 — 496 Loans charged off (6) (160) — (166) Recoveries on charged off loans 4 5 1 10 Balance, end of period $ 16 $ 736 $ 1 $ 753 Commercial and Construction and Three months ended March 31, 2016 Industrial Real Estate Land Development Total Balance, beginning of period $ 758 $ 774 $ — $ 1,532 Provision charged to (recapture from) operations (314) (23) 59 (278) Loans charged off (6) (16) (22) (44) Recoveries on charged off loans — 7 — 7 Balance, end of period $ 438 $ 742 $ 37 $ 1,217 The covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and March 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 1,121 112,325 3,595 117,041 PCI Loans 901 114,916 2,576 118,393 $ 2,022 $ 227,241 $ 6,171 $ 235,434 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 1,185 117,431 3,757 122,373 PCI Loans 1,512 127,038 5,204 133,754 $ 2,697 $ 244,469 $ 8,961 $ 256,127 The allowance for covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and March 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 9 33 1 43 PCI Loans 7 703 — 710 $ 16 $ 736 $ 1 $ 753 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 22 47 — 69 PCI Loans 13 331 — 344 $ 35 $ 378 $ — $ 413 Covered Other Real Estate Owned A summary of the activity in covered OREO is as follows (in thousands). Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 51,642 $ 99,090 Additions to covered OREO 1,723 4,542 Dispositions of covered OREO (6,799) (14,977) Valuation adjustments in the period (1,192) (9,765) Balance, end of period $ 45,374 $ 78,890 During the three months ended March 31, 2017 and 2016, 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 the initially recorded 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. FDIC Indemnification Asset A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands). Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 71,313 $ 91,648 FDIC Indemnification Asset accretion (amortization) (3,949) 87 Transfers to due from FDIC and other (19,424) (11,213) Balance, end of period $ 47,940 $ 80,522 As of March 31, 2017, the Bank had billed and collected $140.3 million from the FDIC, which represented reimbursable covered losses and expenses through December 31, 2016.

Mortgage Servicing Rights

Mortgage Servicing Rights	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 2016 Balance, beginning of period $ 61,968 $ 52,285 Additions 1,224 1,639 Sales (17,499) — Changes in fair value: Due to changes in model inputs or assumptions (1) 857 (12,842) Due to customer payoffs (977) (1,219) Balance, end of period $ 45,573 $ 39,863 March 31, December 31, 2017 2016 Mortgage loans serviced for others $ 3,789,523 $ 5,480,943 MSR asset as a percentage of serviced mortgage loans 1.20 % 1.13 % (1) Primarily represents normal customer payments, changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates and the refinement of other MSR model assumptions. The key assumptions used in measuring the fair value of the Company’s MSR asset were as follows. March 31, December 31, 2017 2016 Weighted average constant prepayment rate 10.45 % 10.47 % Weighted average discount rate 11.14 % 10.95 % Weighted average life (in years) 7.0 6.9 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). March 31, December 31, 2017 2016 Constant prepayment rate: Impact of 10% adverse change $ (1,648) $ (2,297) Impact of 20% adverse change (3,235) (4,471) Discount rate: Impact of 10% adverse change (1,895) (2,539) Impact of 20% adverse change (3,641) (4,882) 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 $6.5 million and $5.9 million during the three months ended March 31, 2017 and 2016, respectively, were included in other noninterest income within the consolidated statements of operations.

Deposits

Deposits	3 Months Ended
	Mar. 31, 2017
Deposits
Deposits	8. Deposits Deposits are summarized as follows (in thousands). March 31, December 31, 2017 2016 Noninterest-bearing demand $ 2,272,905 $ 2,199,483 Interest-bearing: NOW accounts 1,224,157 1,252,832 Money market 1,891,500 1,626,218 Brokered - money market 125,205 125,272 Demand 389,376 384,847 Savings 239,743 279,911 Time 1,166,383 1,145,859 Brokered - time 20,593 49,389 $ 7,329,862 $ 7,063,811

Short-term Borrowings

Short-term Borrowings	3 Months Ended
	Mar. 31, 2017
Short-term Borrowings
Short-term Borrowings	9. Short-term Borrowings Short-term borrowings are summarized as follows (in thousands). March 31, December 31, 2017 2016 Federal funds purchased $ 112,350 $ 87,125 Securities sold under agreements to repurchase 364,927 195,164 Federal Home Loan Bank 150,000 1,000,000 Short-term bank loans 126,500 135,000 $ 753,777 $ 1,417,289 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 other broker-dealers. Securities involved in these transactions are held by the Bank, the Hilltop Broker-Dealers or a third-party dealer. Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands). Three Months Ended March 31, 2017 2016 Average balance during the period $ 386,624 $ 329,392 Average interest rate during the period 0.76 % 0.49 % March 31, December 31, 2017 2016 Average interest rate at end of period 0.69 % 0.42 % Securities underlying the agreements at end of period: Carrying value $ 371,859 $ 209,877 Estimated fair value $ 379,390 $ 206,641 Federal Home Loan Bank (“FHLB”) short-term borrowings mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. Other information regarding FHLB short-term borrowings is shown in the following tables (dollars in thousands). Three Months Ended March 31, 2017 2016 Average balance during the period $ 180,000 $ 234,341 Average interest rate during the period 0.61 % 0.44 % March 31, December 31, 2017 2016 Average interest rate at end of period 0.90 % 0.55 % 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 March 31, 2017 and December 31, 2016 was 1.84% and 1.59%, respectively.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2017
Notes Payable
Notes Payable	10. Notes Payable Notes payable consisted of the following (in thousands). March 31, December 31, 2017 2016 Senior Notes due April 2025, net of discount of $1,654 and $1,689, respectively $ 148,346 $ 148,311 FHLB notes, net of premium of $572 and $627, respectively, with maturities ranging from April 2017 to June 2030 102,194 102,596 Insurance company note payable due March 2035 20,000 20,000 NLIC note payable due May 2033 10,000 10,000 NLIC note payable due September 2033 10,000 10,000 ASIC note payable due April 2034 7,500 7,500 Insurance company line of credit due December 31, 2017 3,000 3,000 Ventures line of credit due August 2017 17,952 16,505 Mutual line of credit due October 2017 5,709 — $ 324,701 $ 317,912

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
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 rate was 36.4% and 33.8% during the three months ended March 31, 2017 and 2016, respectively. The effective tax rate during the three months ended March 31, 2016 was lower than the statutory rate primarily due to the recognition of excess tax benefits on share-based payment awards.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies
Commitments and Contingencies	12. 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 is complete; whether meaningful settlement discussions have commenced; and whether the claim involves a class action and if so, how the class is defined. As a result of some of these factors, the Company may be unable to estimate reasonably possible losses with respect to some or all of the pending and threatened litigation and claims asserted against the Company. Following completion of Hilltop’s acquisition of SWS, several purported holders of shares of SWS common stock 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. These petitions were consolidated as In re SWS Group, Inc. , C.A. No. 10554-VCG. The consolidated matter represents a total of approximately 5.2 million shares of SWS common stock. The Company continues to vigorously defend this matter. 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. The DOJ has advised PrimeLending that, based upon its review of a sample of loans for which an FHA insurance claim was paid by the U.S. Department of Housing and Urban Development (“HUD”), some of the loans do not meet FHA underwriting guidelines. PrimeLending, based upon its own review of the loan sample, does not agree with the sampling methodology and loan analysis employed by the DOJ. Remedies in these proceedings or settlements may include statutory damages, indemnification, fines and/or penalties. While we cannot estimate PrimeLending’s liability at this time, many institutions have settled these matters on terms that included large monetary penalties. PrimeLending has fully cooperated with this Inquiry, and continues its discussions with the DOJ. While the final outcome of litigation and claims exposures or of any Inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and Inquiries will not, except related to specific matters disclosed above, have a material effect on the Company’s business, consolidated financial position, 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 March 31, 2017 and December 31, 2016, the mortgage origination segment’s indemnification liability reserve totaled $19.0 million and $18.2 million, respectively. The provision for indemnification losses was $0.8 million and $0.9 million during the three months ended March 31, 2017 and 2016, 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 March 31, 2017 2016 Balance, beginning of period $ 40,669 $ 57,298 Claims made 8,379 4,548 Claims resolved with no payment (8,098) (6,115) Repurchases (1,461) (1,157) Indemnification payments (244) (372) Balance, end of period $ 39,245 $ 54,202 Indemnification Liability Reserve Activity Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 18,239 $ 16,640 Additions for new sales 847 878 Repurchases (102) (112) Early payment defaults (69) (90) Indemnification payments (42) (169) Change in estimate 79 — Balance, end of period $ 18,952 $ 17,147 March 31, December 31, 2017 2016 Reserve for Indemnification Liability: Specific claims $ 1,751 $ 1,661 Incurred but not reported claims 17,201 16,578 Total $ 18,952 $ 18,239 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 book 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 book value losses and expenses actually billed plus any book 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 for single family residential assets. The loss-share agreements for commercial and single family residential assets are in effect for five years and ten years, respectively, from the Bank Closing Date and the loss recovery provisions to the FDIC are in effect for eight years and ten years, respectively, from the Bank Closing Date. As discussed in Note 6 to the consolidated financial statements, and in accordance with the loss-share agreements, the Bank may be required to make a “true-up” payment to the FDIC approximately ten years following the Bank Closing Date if its actual net realized losses over the life of the loss-share agreements are less than the FDIC’s initial estimate of losses on covered assets. The “true-up” payment is calculated using a defined formula set forth in the P&A Agreement. While the ultimate amount of any “true-up” payment is unknown at this time and will vary based upon the amount of future losses or recoveries within our covered loan portfolio, the Bank has recorded a related “true-up” payment accrual of $14.9 million at March 31, 2017 based on the current estimate of aggregate realized losses on covered assets over the life of the loss-share agreements. The initial estimate of the FDIC Indemnification Asset at the Bank Closing Date was recorded at the present value of 80% of $240.4 million. As of March 31, 2017, the Bank projects that the sum of actual plus projected covered losses and reimbursable expenses subject to the loss-share agreements will be less than $240.4 million. As of March 31, 2017, the Bank had billed $175.4 million of covered net losses to the FDIC, of which 80%, or $140.3 million, were reimbursable under the loss-share agreements. As of March 31, 2017, the Bank had received aggregate reimbursements of $140.3 million from the FDIC, which represented reimbursable covered losses and expenses through December 31, 2016.

Financial Instruments with Off-

Financial Instruments with Off-Balance Sheet Risk	3 Months Ended
	Mar. 31, 2017
Financial Instruments with Off-Balance Sheet Risk
Financial Instruments with Off-Balance Sheet Risk	13. 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 $1.9 billion at March 31, 2017 and outstanding financial and performance standby letters of credit of $32.7 million at March 31, 2017. 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	3 Months Ended
	Mar. 31, 2017
Stock-Based Compensation
Stock-Based Compensation	14. 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 (“RSUs”), 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 March 31, 2017, 1,769,625 shares of common stock remained available for issuance pursuant to the 2012 Plan, including shares that may be delivered pursuant to outstanding awards. Compensation expense related to the 2012 Plan was $2.7 million and $2.3 million during the three months ended March 31, 2017 and 2016, respectively. During the three months ended March 31, 2017 and 2016, Hilltop granted 3,513 and 5,516 shares of common stock, respectively, pursuant to the 2012 Plan to certain non-employee members of the Company’s Board of Directors for services rendered to the Company. Restricted Stock Awards and RSUs The following table summarizes information about nonvested Restricted Stock Award and RSU activity for the three months ended March 31, 2017 (shares in thousands). Restricted Stock Awards RSUs Weighted Weighted Average Average Grant Date Grant Date Outstanding Fair Value Outstanding Fair Value Balance, December 31, 2016 4 $ 19.95 1,456 $ 19.83 Granted - $ - 228 $ 28.15 Vested/Released - $ - (151) $ 23.38 Forfeited - $ - (37) $ 24.36 Balance, March 31, 2017 4 $ 19.95 1,496 $ 20.63 Vested/Released Restricted Stock Awards and RSUs include an aggregate of 29,727 shares withheld to satisfy employee statutory tax obligations during the three months ended March 31, 2017. Pursuant to certain RSU award agreements, an aggregate of 8,247 vested RSUs at March 31, 2017 require deferral of the settlement in shares and statutory tax obligations to a future date. At March 31, 2017, unrecognized compensation expense related to outstanding Restricted Stock Awards of $27 thousand is expected to be recognized over a weighted average period of 0.39 years. During the three months ended March 31, 2017, the Compensation Committee of the Board of Directors of the Company awarded certain executives and key employees an aggregate of 210,888 RSUs pursuant to the 2012 Plan. At March 31, 2017, 121,449 of these outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 89,439 of these outstanding RSUs will cliff vest based upon the achievement of certain performance goals over a three-year period. At March 31, 2017, in the aggregate, 1,191,893 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 303,800 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At March 31, 2017, unrecognized compensation expense related to outstanding RSUs of $16.3 million is expected to be recognized over a weighted average period of 1.54 years.

Regulatory Matters

Regulatory Matters	3 Months Ended
	Mar. 31, 2017
Regulatory Matters
Regulatory Matters	15. Regulatory Matters Banking and Hilltop PlainsCapital 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 PlainsCapital and Hilltop to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company performs reviews of the classification and calculation of risk-weighted assets to ensure accuracy and compliance with the Basel III regulatory capital requirements. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of common equity Tier 1, Tier 1 and total capital (as defined) to risk-weighted assets (as defined). In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III also implemented a capital conservation buffer, which requires a banking organization to hold a buffer above its minimum risk-based capital requirements. This buffer will help to ensure that banking organizations conserve capital when it is most needed, allowing them to better weather periods of economic stress. The buffer is measured relative to risk-weighted assets. The phase-in of the capital conservation buffer requirements began on January 1, 2016 for Hilltop and the Bank. Based on the actual ratios as shown in the table below, Hilltop and the Bank exceed each of the capital conservation buffer requirements in effect as of March 31, 2017, as well as the fully phased-in requirements through 2019. The following table shows the PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer in effect at the end of the period and on a fully phased-in basis as if such requirements were currently in effect as measured at March 31, 2017 and December 31, 2016, respectively (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio March 31, 2017 Tier 1 capital (to average assets): PlainsCapital $ 1,125,727 13.09 % 4.0 % 4.0 % 5.0 % Hilltop 1,654,189 13.98 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,125,727 15.50 % 5.75 % 7.0 % 6.5 % Hilltop 1,604,840 19.03 % 5.75 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,125,727 15.50 % 7.25 % 8.5 % 8.0 % Hilltop 1,654,189 19.62 % 7.25 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,183,495 16.30 % 9.25 % 10.5 % 10.0 % Hilltop 1,696,330 20.12 % 9.25 % 10.5 % N/A December 31, 2016 Tier 1 capital (to average assets): PlainsCapital $ 1,108,484 12.35 % 4.0 % 4.0 % 5.0 % Hilltop 1,652,101 13.51 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,108,484 14.64 % 5.125 % 7.0 % 6.5 % Hilltop 1,602,400 18.30 % 5.125 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,108,484 14.64 % 6.625 % 8.5 % 8.0 % Hilltop 1,652,101 18.87 % 6.625 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,164,767 15.38 % 8.625 % 10.5 % 10.0 % Hilltop 1,693,240 19.34 % 8.625 % 10.5 % N/A Broker-Dealer Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hilltop Securities has elected to determine its net capital requirements using the alternative method. Accordingly, Hilltop Securities is required to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $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 capital 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 under the Exchange Act, which requires the maintenance of the larger of minimum net capital of $250,000 or 1/15 of aggregate indebtedness. At March 31, 2017, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent Securities Network Net capital $ 158,331 $ 3,080 Less required net capital 9,267 250 Excess net capital $ 149,064 $ 2,830 Net capital as a percentage of aggregate debit items 34.2 % Net capital in excess of 5% aggregate debit items $ 135,164 Under certain conditions, Hilltop Securities may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Exchange Act. Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes. At March 31, 2017 and December 31, 2016, Hilltop Securities held cash of $166.4 million and $181.0 million, respectively, segregated in special reserve bank accounts for the benefit of customers. Hilltop Securities was not required to segregate cash and securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at March 31, 2017 and December 31, 2016. The fair values of any segregated assets included in special reserve accounts were determined using Level 1 inputs. Mortgage Origination As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum net worth and liquidity requirements established by the HUD and the GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA, as applicable, documenting their respective compliance with its minimum net worth and liquidity requirements. As of March 31, 2017, PrimeLending and its subsidiaries’ net worth and liquidity exceeded the amounts required by both HUD and GNMA, as applicable. 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 of each insurance subsidiary is as follows (in thousands). March 31, December 31, 2017 2016 Capital and surplus: National Lloyds Insurance Company $ 131,987 $ 131,328 American Summit Insurance Company 31,369 30,462 Three Months Ended March 31, 2017 2016 Statutory net income: National Lloyds Insurance Company $ 636 $ 3,557 American Summit Insurance Company 832 852 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 March 31, 2017, 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 March 31, 2017, the Company's insurance subsidiaries' RBC ratio exceeded the level at which regulatory action would be required.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity
Stockholders' Equity	16. Stockholders’ Equity Dividend Declaration On April 25, 2017, the Company announced that its board of directors declared a quarterly cash dividend of $0.06 per common share, payable on May 31, 2017, to all common stockholders of record as of the close of business on May 15, 2017. Stock Repurchase Program The Company’s Board of Directors reauthorized the stock repurchase program originally approved during the second quarter of 2016 through January 2018, under which the Company may repurchase, in the aggregate, up to $50.0 million of its outstanding common stock. Under the stock repurchase program, 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. The extent to which the Company repurchases its shares and the timing of such repurchases depends upon market conditions and other corporate considerations, as determined by Hilltop’s management team. During the three months ended March 31, 2017, the Company paid $7.2 million to repurchase and retire an aggregate of 261,608 shares of common stock at an average price of $27.52 per share. These retired shares were returned to the Company’s pool of authorized but unissued shares of common stock. The purchases were funded from available cash balances. The Company’s accounting treatment and policy regarding stock repurchases is discussed in detail in Note 1 to the consolidated financial statements included in the Company’s 2016 Form 10-K.

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Mar. 31, 2017
Derivative Financial Instruments
Derivative Financial Instruments	17. 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 and uses derivative instruments, including interest rate swaps, swaptions, and U.S. Treasury bond futures and options to hedge this risk. The Hilltop Broker-Dealers use forward commitments to both purchase and sell MBSs to facilitate customer transactions and as a means to hedge related exposure to interest rate risk in certain inventory positions. 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, interest rate swaps and swaptions, and U.S. Treasury bond futures and options 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 PrimeLending’s derivative instruments increased $0.7 million and $12.5 million during the three months ended March 31, 2017 and 2016, respectively. 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’ and the Bank’s derivative instruments are recorded in other assets or other liabilities, as appropriate. The fair values of the Hilltop Broker-Dealers’ derivatives increased $6.3 million and $6.9 million during the three months ended March 31, 2017 and 2016, respectively, while the fair values of the Bank’s derivatives increased $0.1 million during the three months ended March 31, 2017, compared with a decrease of $0.5 million during the three months ended March 31, 2016. The changes in fair value were recorded as a component of other noninterest income. Derivative positions are presented in the following table (in thousands). March 31, 2017 December 31, 2016 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 1,427,763 $ 40,911 $ 944,550 $ 23,269 Customer-based written options 2,223 97 — — Customer-based purchased options 2,223 (97) — — Commitments to purchase MBSs 3,567,436 14,090 3,616,922 (1,155) Commitments to sell MBSs 5,881,086 (18,960) 5,609,250 (532) Interest rate swaps and swaptions 32,239 (159) 32,452 (283) U.S. Treasury bond futures and options (1) 206,000 — 297,000 — (1) Changes in the fair value of these contracts are settled daily with PrimeLending’s counterparty. PrimeLending had cash collateral advances totaling $6.1 million to offset net liability derivative positions on its commitments to sell MBSs at March 31, 2017, compared to a payable of $19.1 million on its net liability derivative position on its commitments to sell MSBs at December 31, 2016. In addition, PrimeLending advanced cash collateral totaling $3.2 million on its U.S. Treasury bond futures and options at both March 31, 2017 and December 31, 2016. These amounts are included in other assets within the consolidated balance sheets.

Balance Sheet Offsetting

Balance Sheet Offsetting	3 Months Ended
	Mar. 31, 2017
Balance Sheet Offsetting
Balance Sheet Offsetting	18. 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 March 31, 2017 Securities borrowed: Institutional counterparties $ 1,507,651 $ — $ 1,507,651 $ (1,454,971) $ — $ 52,680 Interest rate options: Customer counterparties 97 — 97 — — 97 Reverse repurchase agreements: Institutional counterparties 113,228 — 113,228 (113,083) — 145 Forward MBS derivatives: Institutional counterparties 14,090 — 14,090 (14,090) — — $ 1,635,066 $ — $ 1,635,066 $ (1,582,144) $ — $ 52,922 December 31, 2016 Securities borrowed: Institutional counterparties $ 1,436,069 $ — $ 1,436,069 $ (1,385,664) $ — $ 50,405 Reverse repurchase agreements: Institutional counterparties 89,430 — 89,430 (89,369) — 61 Forward MBS derivatives: Institutional counterparties 21,366 (3,893) 17,473 (9,012) — 8,461 $ 1,546,865 $ (3,893) $ 1,542,972 $ (1,484,045) $ — $ 58,927 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 March 31, 2017 Securities loaned: Institutional counterparties $ 1,376,568 $ — $ 1,376,568 $ (1,326,373) $ — $ 50,195 Interest rate options: Institutional counterparties 97 — 97 — — 97 Interest rate swaps and swaptions: Institutional counterparties 185 (26) 159 (3,000) — (2,841) Repurchase agreements: Institutional counterparties 213,344 — 213,344 (213,344) — — Customer counterparties 151,583 — 151,583 (151,583) — — Forward MBS derivatives: Institutional counterparties 19,218 (258) 18,960 (10,502) — 8,458 $ 1,760,995 $ (284) $ 1,760,711 $ (1,704,802) $ — $ 55,909 December 31, 2016 Securities loaned: Institutional counterparties $ 1,283,676 — 1,283,676 (1,237,868) — 45,808 Interest rate swaps and swaptions: Institutional counterparties 297 (14) 283 (3,000) — (2,717) Repurchase agreements: Institutional counterparties 39,970 — 39,970 (39,970) — — Customer counterparties 155,194 — 155,194 (155,194) — — Forward MBS derivatives: Institutional counterparties 19,159 — 19,159 (19,159) — — $ 1,498,296 $ (14) $ 1,498,282 $ (1,455,191) $ — $ 43,091 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 include lending securities for other broker-dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker-dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities. When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer. The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both March 31, 2017 and December 31, 2016. Remaining Contractual Maturities Overnight and Greater Than March 31, 2017 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 204,178 $ — $ — $ — $ 204,178 Asset-backed securities — 160,749 — — 160,749 Securities lending transactions: Corporate securities 9,149 — — — 9,149 Equity securities 1,367,419 — — — 1,367,419 Total $ 1,580,746 $ 160,749 $ — $ — $ 1,741,495 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,741,495 Amount related to agreements not included in offsetting disclosure above $ — Remaining Contractual Maturities Overnight and Greater Than December 31, 2016 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 195,164 $ — $ — $ — $ 195,164 Securities lending transactions: Corporate securities 14,816 — — — 14,816 Equity securities 1,268,860 — — — 1,268,860 Total $ 1,478,840 $ — $ — $ — $ 1,478,840 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,478,840 Amount related to agreements not included in offsetting disclosure above $ —

Broker-Dealer and Clearing Orga

Broker-Dealer and Clearing Organization Receivables and Payables	3 Months Ended
	Mar. 31, 2017
Broker-Dealer and Clearing Organization Receivables and Payables
Broker-Dealer and Clearing Organization Receivables and Payables	19. Broker-Dealer and Clearing Organization Receivables and Payables Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands). March 31, December 31, 2017 2016 Receivables: Securities borrowed $ 1,507,651 $ 1,436,069 Securities failed to deliver 29,985 33,834 Trades in process of settlement 22,357 10,223 Other 14,038 17,615 $ 1,574,031 $ 1,497,741 Payables: Securities loaned $ 1,376,568 $ 1,283,676 Correspondents 35,165 31,040 Securities failed to receive 25,805 31,724 Other 10 688 $ 1,437,548 $ 1,347,128

Reserves for Losses and Loss Ad

Reserves for Losses and Loss Adjustment Expenses	3 Months Ended
	Mar. 31, 2017
Reserves for Losses and Loss Adjustment Expenses
Reserve for Losses and Loss Adjustment Expenses	20. Reserve for Losses and Loss Adjustment Expenses A summary of NLC’s reserve for unpaid losses and LAE, as included in other liabilities within the consolidated balance sheets, is as follows (in thousands). March 31, December 31, 2017 2016 Reserve for unpaid losses and allocated LAE balance, net $ 28,544 $ 25,203 Reinsurance recoverables on unpaid losses 5,118 9,434 Unallocated LAE 1,158 1,189 Reserve for unpaid losses and LAE balance, gross $ 34,820 $ 35,826 A summary of claims loss reserve development activity is presented in the following table (in thousands). March 31, 2017 Total of IBNR Reserves Plus Expected Cumulative Accident Three Months Ended March 31, 2017 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2012 $ 112,346 $ 114,598 $ 35 16,675 2013 109,976 111,085 57 15,753 2014 82,172 84,206 287 13,175 2015 83,679 88,447 2,525 14,915 2016 77,056 86,940 6,018 21,504 2017 9,443 17,845 2,437 3,999 Total 474,672 $ 503,121 95 All outstanding reserves prior to 2012, net of reinsurance $ 28,544 Reserve for unpaid losses and allocated LAE, net of reinsurance

Reinsurance Activity

Reinsurance Activity	3 Months Ended
	Mar. 31, 2017
Reinsurance Activity
Reinsurance Activity	21. 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 March 31, 2017, reinsurance receivables had a carrying value of $10.8 million, which is included in other assets within the consolidated balance sheet. There was no allowance for uncollectible accounts at March 31, 2017, based on NLC’s quality requirements. The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Three Months Ended March 31, 2017 2016 Written Earned Written Earned Premiums from direct business $ 35,795 $ 37,198 $ 39,079 $ 40,886 Reinsurance assumed 2,869 2,818 2,679 2,669 Reinsurance ceded (3,213) (3,876) (3,498) (3,822) Net premiums $ 35,451 $ 36,140 $ 38,260 $ 39,733 The effects of reinsurance on incurred losses are as follows (in thousands). Three Months Ended March 31, 2017 2016 Loss and LAE incurred $ 22,302 $ 23,489 Reinsurance recoverables (602) (1,530) Net loss and LAE incurred $ 21,700 $ 21,959 Catastrophic coverage At March 31, 2017, NLC had catastrophic excess of loss reinsurance coverage of losses per event in excess of $8 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 in excess of $8 million is comprised of four layers of protection: $17 million in excess of $8 million retention and/or loss; $25 million in excess of $25 million loss; $25 million in excess of $50 million loss and $50 million in excess of $75 million loss. NLIC and ASIC retain no participation in any of the layers, beyond the first $8 million and $1.5 million, respectively. At March 31, 2017, total retention for any one catastrophe that affects both NLIC and ASIC was limited to $8 million in the aggregate. Effective January 1, 2017, NLC renewed its underlying excess of loss contract that provides $10 million aggregate coverage in excess of NLC’s per event retention and aggregate retention for sub-catastrophic events. NLC retains no participation beyond the first $1 million, which is consistent with 2016.

Segment and Related Information

Segment and Related Information	3 Months Ended
	Mar. 31, 2017
Segment and Related Information
Segment and Related Information	22. 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 Company’s President and Co-Chief Executive Officer and the Company’s Vice Chairman and Co-Chief Executive Officer. The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of Securities Holdings, while the mortgage origination segment is composed of PrimeLending, and 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 March 31, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 82,082 $ 8,488 $ (1,882) $ 516 $ (2,535) $ 5,431 $ 92,100 Provision for loan losses 1,837 (132) — — — — 1,705 Noninterest income 12,411 82,551 143,638 38,311 1 (5,473) 271,439 Noninterest expense 60,814 81,657 131,838 37,013 9,387 (217) 320,492 Income (loss) before income taxes $ 31,842 $ 9,514 $ 9,918 $ 1,814 $ (11,921) $ 175 $ 41,342 Mortgage All Other and Hilltop Three Months Ended March 31, 2016 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 86,104 $ 7,051 $ (2,569) $ 740 $ (1,714) $ 4,228 $ 93,840 Provision for loan losses 3,500 (93) — — — — 3,407 Noninterest income 12,956 80,882 146,338 41,804 1 (4,606) 277,375 Noninterest expense 64,348 84,261 134,671 36,375 5,849 (315) 325,189 Income (loss) before income taxes $ 31,212 $ 3,765 $ 9,098 $ 6,169 $ (7,562) $ (63) $ 42,619 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated March 31, 2017 Goodwill $ 207,741 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 251,808 Total assets $ 8,946,648 $ 2,968,943 $ 1,568,276 $ 345,651 $ 2,066,185 $ (3,557,276) $ 12,338,427 December 31, 2016 Goodwill $ 207,741 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 251,808 Total assets $ 9,527,518 $ 2,777,849 $ 2,042,458 $ 347,252 $ 2,032,749 $ (3,989,764) $ 12,738,062

Earnings per Common Share

Earnings per Common Share	3 Months Ended
	Mar. 31, 2017
Earnings per Common Share
Earnings per Common Share	23. 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 months ended March 31, 2017 and 2016, RSUs were the only potentially dilutive non-participating instruments issued by Hilltop, while during the three months ended March 31, 2016, stock options and RSUs were potentially dilutive non-participating instruments. 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 March 31, 2017 2016 Basic earnings per share: Income applicable to Hilltop common stockholders $ 26,434 $ 27,567 Less: income applicable to participating shares (1) (125) Net earnings available to Hilltop common stockholders $ 26,433 $ 27,442 Weighted average shares outstanding - basic 98,441 98,153 Basic earnings per common share $ 0.27 $ 0.28 Diluted earnings per share: Income applicable to Hilltop common stockholders $ 26,434 $ 27,567 Weighted average shares outstanding - basic 98,441 98,153 Effect of potentially dilutive securities 316 516 Weighted average shares outstanding - diluted 98,757 98,669 Diluted earnings per common share $ 0.27 $ 0.28

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2017
Subsequent Event
Subsequent Event	24. Subsequent Event On April 17, 2017, NLC provided notification to the holder of the $20.0 million insurance company note payable due March 2035 that NLC would payoff this outstanding debt in June 2017, subject to necessary regulatory approval.

Schedule I _ Insurance Incurred

Schedule I – Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance	3 Months Ended
	Mar. 31, 2017
Schedule Of Insurance Incurred And Cumulative Paid Losses And Allocated Loss Adjustment Expenses, Net Of Reinsurance
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses	SCHEDULE I – Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance (in thousands) Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance March 31, 2017 Total of Incurred But Not Reported Reserves Plus Cumulative Three Months Ended March 31, 2017 Development Number of Accident 2012 2013 2014 2015 2016 2017 On Reported Reported Year Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Claims Claims 2012 $ 107,873 $ 108,753 $ 114,031 $ 114,067 $ 114,517 $ 114,598 $ 35 16,675 2013 107,793 108,951 111,006 111,011 111,085 57 15,753 2014 83,784 85,037 84,221 84,206 287 13,175 2015 89,646 88,477 88,447 2,525 14,915 2016 84,771 86,940 6,018 21,504 2017 17,845 2,437 3,999 $ 503,121 Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance Three Months Ended March 31, 2017 Accident 2012 2013 2014 2015 2016 2017 Year Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited 2012 $ 89,603 $ 101,968 $ 107,126 $ 110,782 $ 112,062 $ 112,346 2013 94,238 104,938 108,099 109,662 109,976 2014 70,831 79,713 81,684 82,172 2015 71,820 82,940 83,679 2016 71,543 77,056 2017 9,443 Total $ 474,672 All outstanding reserves prior to 2012, net of reinsurance 95 Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance $ 28,544

Summary of Significant Accoun34

Summary of Significant Accounting and Reporting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
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. 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 business units, PlainsCapital Corporation (“PCC”), Hilltop Securities Holdings LLC (“Securities Holdings”) and National Lloyds Corporation (“NLC”). PCC is a financial holding company, headquartered in Dallas, Texas, that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company, 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.
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, 2016 (“2016 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 (“LAE”), 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. Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”). PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”). Ventures Management is the managing member and owns 51% of the membership interest in both PrimeLending Ventures, LLC (“Ventures”) and Mutual of Omaha Mortgage, LLC. PCC 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), because the primary beneficiaries of the Trusts are not within the consolidated group. Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly-owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Hilltop Securities Independent Network Inc. (“HTS Independent Network”) (collectively, the “Hilltop Broker-Dealers”) and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA, and First Southwest Asset Management, LLC is a registered investment adviser under the Investment Advisers Act of 1940. 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. Intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the ASC. Certain reclassifications have been made to the prior period consolidated financial statements to conform with the current period presentation. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 Inputs Inputs Inputs Fair Value Trading securities $ 3,640 $ 369,660 $ — $ 373,300 Available for sale securities 20,263 735,283 — 755,546 Loans held for sale — 1,244,018 30,214 1,274,232 Derivative assets — 72,906 — 72,906 MSR asset — — 45,573 45,573 Securities sold, not yet purchased 75,047 69,146 — 144,193 Derivative liabilities — 37,024 — 37,024 Level 1 Level 2 Level 3 Total December 31, 2016 Inputs Inputs Inputs Fair Value Trading securities $ 9,481 $ 256,053 $ — $ 265,534 Available for sale securities 19,840 578,167 — 598,007 Loans held for sale — 1,712,697 35,801 1,748,498 Derivative assets — 57,036 — 57,036 MSR asset — — 61,968 61,968 Securities sold, not yet purchased 60,715 93,174 — 153,889 Derivative liabilities — 35,737 — 35,737
Rollforward 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 March 31, 2017 Loans held for sale $ 35,801 $ 7,828 $ (10,701) $ (2,714) $ — $ 30,214 MSR asset 61,968 1,224 (17,499) (120) — 45,573 Total $ 97,769 $ 9,052 $ (28,200) $ (2,834) $ — $ 75,787 Three months ended March 31, 2016 Trading securities $ 1 $ — $ — $ — $ — $ 1 Loans held for sale 25,880 23,236 (4,237) (4,334) — 40,545 MSR asset 52,285 1,639 — (14,061) — 39,863 Total $ 78,166 $ 24,875 $ (4,237) $ (18,395) $ — $ 80,409
Schedule of significant unobservable inputs used in the fair value measurements	For Level 3 financial instruments measured at fair value on a recurring basis at March 31, 2017, the significant unobservable inputs used in the fair value measurements were as follows. Range Financial instrument Valuation Technique Unobservable Inputs (Weighted-Average) Loans held for sale Discounted cash flows / Market comparable Projected price 88 - 97 % ( 96 %) MSR asset Discounted cash flows Constant prepayment rate 10.45 % Discount rate 11.14 %
Schedule of changes in fair value for instruments reported at fair value under the Fair Value Option	The following tables present those changes in fair value of instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands). Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 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 $ 8,862 $ — $ 8,862 $ 447 $ — $ 447 MSR asset (120) — (120) (14,061) — (14,061)
Schedule of significant unobservable inputs weighted average rates on Impaired Loans	At March 31, 2017, 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 value has been recorded during reporting periods subsequent to initial recognition (in thousands). Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended March 31, March 31, 2017 Inputs Inputs Inputs Fair Value 2017 2016 Non-covered impaired loans $ — $ — $ 47,054 $ 47,054 $ (196) $ (33) Covered impaired loans — — 41,777 41,777 (366) 332 Non-covered other real estate owned — 2,894 — 2,894 (15) — Covered other real estate owned — 3,762 — 3,762 (1,192) (9,765)
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 March 31, 2017 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 570,332 $ 570,332 $ — $ — $ 570,332 Securities purchased under agreements to resell 113,228 — 113,228 — 113,228 Assets segregated for regulatory purposes 166,395 166,395 — — 166,395 Held to maturity securities 337,357 — 331,387 — 331,387 Loans held for sale 55,261 — 55,261 — 55,261 Non-covered loans, net 5,728,696 — 465,209 5,414,146 5,879,355 Covered loans, net 234,681 — — 344,113 344,113 Broker-dealer and clearing organization receivables 1,574,031 — 1,574,031 — 1,574,031 FDIC indemnification asset 47,940 — — 36,308 36,308 Other assets 63,558 — 57,983 5,575 63,558 Financial liabilities: Deposits 7,329,862 — 7,323,110 — 7,323,110 Broker-dealer and clearing organization payables 1,437,548 — 1,437,548 — 1,437,548 Short-term borrowings 753,777 — 753,777 — 753,777 Debt 391,713 — 385,681 — 385,681 Other liabilities 5,436 — 5,436 — 5,436 Estimated Fair Value Carrying Level 1 Level 2 Level 3 December 31, 2016 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 690,764 $ 690,764 $ — $ — $ 690,764 Securities purchased under agreements to resell 89,430 — 89,430 — 89,430 Assets segregated for regulatory purposes 180,993 180,993 — — 180,993 Held to maturity securities 351,831 — 345,088 — 345,088 Loans held for sale 46,965 — 46,965 — 46,965 Non-covered loans, net 5,789,313 — 502,077 5,459,975 5,962,052 Covered loans, net 255,714 — — 367,444 367,444 Broker-dealer and clearing organization receivables 1,497,741 — 1,497,741 — 1,497,741 FDIC indemnification asset 71,313 — — 60,173 60,173 Other assets 62,904 — 58,697 4,207 62,904 Financial liabilities: Deposits 7,063,811 — 7,058,837 — 7,058,837 Broker-dealer and clearing organization payables 1,347,128 — 1,347,128 — 1,347,128 Short-term borrowings 1,417,289 — 1,417,289 — 1,417,289 Debt 384,924 — 378,822 — 378,822 Other liabilities 3,708 — 3,708 — 3,708

Securities (Tables)

Securities (Tables)	3 Months Ended
	Mar. 31, 2017
Securities
Summary of trading securities	The fair value of trading securities is summarized as follows (in thousands). March 31, December 31, 2017 2016 U.S. Treasury securities $ 314 $ 5,940 U.S. government agencies: Bonds 51,586 36,303 Residential mortgage-backed securities 150,233 2,539 Commercial mortgage-backed securities 14,978 15,171 Collateralized mortgage obligations 1,353 5,607 Corporate debt securities 69,768 60,699 States and political subdivisions 66,274 89,946 Unit investment trusts 11,603 41,409 Private-label securitized product 3,849 4,292 Other 3,342 3,628 Totals $ 373,300 $ 265,534
Summary of amortized cost and fair value of available for sale 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 Amortized Unrealized Unrealized March 31, 2017 Cost Gains Losses Fair Value U.S. Treasury securities $ 101,683 $ 156 $ (44) $ 101,795 U.S. government agencies: Bonds 100,984 857 (167) 101,674 Residential mortgage-backed securities 211,934 757 (3,018) 209,673 Commercial mortgage-backed securities 8,719 1 (40) 8,680 Collateralized mortgage obligations 157,656 31 (3,243) 154,444 Corporate debt securities 76,076 2,421 (40) 78,457 States and political subdivisions 78,644 1,635 (229) 80,050 Commercial mortgage-backed securities 499 11 — 510 Equity securities 19,095 1,243 (75) 20,263 Totals $ 755,290 $ 7,112 $ (6,856) $ 755,546 Available for Sale Amortized Unrealized Unrealized December 31, 2016 Cost Gains Losses Fair Value U.S. Treasury securities $ 31,701 $ 144 $ (44) $ 31,801 U.S. government agencies: Bonds 121,838 881 (67) 122,652 Residential mortgage-backed securities 135,371 708 (2,941) 133,138 Commercial mortgage-backed securities 8,771 2 (58) 8,715 Collateralized mortgage obligations 117,879 29 (3,206) 114,702 Corporate debt securities 76,866 2,354 (91) 79,129 States and political subdivisions 86,353 1,498 (336) 87,515 Commercial mortgage-backed securities 499 16 — 515 Equity securities 18,920 1,263 (343) 19,840 Totals $ 598,198 $ 6,895 $ (7,086) $ 598,007
Summary of amortized cost and fair value of held to maturity securities	Held to Maturity Amortized Unrealized Unrealized March 31, 2017 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 40,513 $ 6 $ (1,192) $ 39,327 Residential mortgage-backed securities 18,717 128 (11) 18,834 Commercial mortgage-backed securities 31,604 102 (554) 31,152 Collateralized mortgage obligations 205,176 115 (3,077) 202,214 States and political subdivisions 41,347 130 (1,617) 39,860 Totals $ 337,357 $ 481 $ (6,451) $ 331,387 Held to Maturity Amortized Unrealized Unrealized December 31, 2016 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 40,513 $ — $ (1,287) $ 39,226 Residential mortgage-backed securities 19,606 13 (6) 19,613 Commercial mortgage-backed securities 31,767 102 (593) 31,276 Collateralized mortgage obligations 217,954 128 (3,372) 214,710 States and political subdivisions 41,991 70 (1,798) 40,263 Totals $ 351,831 $ 313 $ (7,056) $ 345,088
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). March 31, 2017 December 31, 2016 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 7 $ 21,713 $ 44 7 $ 21,694 $ 44 Unrealized loss for twelve months or longer — — — — — — 7 21,713 44 7 21,694 44 U.S. government agencies: Bonds: Unrealized loss for less than twelve months 7 74,923 167 1 14,908 67 Unrealized loss for twelve months or longer — — — — — — 7 74,923 167 1 14,908 67 Residential mortgage-backed securities: Unrealized loss for less than twelve months 16 155,596 3,018 12 109,398 2,941 Unrealized loss for twelve months or longer — — — — — — 16 155,596 3,018 12 109,398 2,941 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 2 7,100 40 2 7,127 58 Unrealized loss for twelve months or longer — — — — — — 2 7,100 40 2 7,127 58 Collateralized mortgage obligations: Unrealized loss for less than twelve months 17 124,634 2,332 11 91,144 2,340 Unrealized loss for twelve months or longer 8 17,895 911 8 19,320 866 25 142,529 3,243 19 110,464 3,206 Corporate debt securities: Unrealized loss for less than twelve months 2 3,977 40 3 5,899 91 Unrealized loss for twelve months or longer — — — — — — 2 3,977 40 3 5,899 91 States and political subdivisions: Unrealized loss for less than twelve months 25 12,406 220 32 17,549 322 Unrealized loss for twelve months or longer 1 457 9 1 450 14 26 12,863 229 33 17,999 336 Equity securities: Unrealized loss for less than twelve months 1 54 — — — — Unrealized loss for twelve months or longer 2 7,009 75 2 11,107 343 3 7,063 75 2 11,107 343 Total available for sale: Unrealized loss for less than twelve months 77 400,403 5,861 68 267,719 5,863 Unrealized loss for twelve months or longer 11 25,361 995 11 30,877 1,223 88 $ 425,764 $ 6,856 79 $ 298,596 $ 7,086
Schedule of information regarding held to maturity securities that were in an unrealized loss position	March 31, 2017 December 31, 2016 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Held to Maturity U.S. government agencies: Bonds: Unrealized loss for less than twelve months 4 $ 33,321 $ 1,192 4 $ 33,225 $ 1,287 Unrealized loss for twelve months or longer — — — — — — 4 33,321 1,192 4 33,225 1,287 Residential mortgage-backed securities: Unrealized loss for less than twelve months 1 6,131 11 2 13,178 6 Unrealized loss for twelve months or longer — — — — — — 1 6,131 11 2 13,178 6 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 4 19,801 549 5 18,891 588 Unrealized loss for twelve months or longer 1 1,395 5 1 1,401 5 5 21,196 554 6 20,292 593 Collateralized mortgage obligations: Unrealized loss for less than twelve months 18 169,154 3,077 19 187,669 3,372 Unrealized loss for twelve months or longer — — — — — — 18 169,154 3,077 19 187,669 3,372 States and political subdivisions: Unrealized loss for less than twelve months 60 25,088 1,611 71 29,862 1,790 Unrealized loss for twelve months or longer 1 461 6 1 462 8 61 25,549 1,617 72 30,324 1,798 Total held to maturity: Unrealized loss for less than twelve months 87 253,495 6,440 101 282,825 7,043 Unrealized loss for twelve months or longer 2 1,856 11 2 1,863 13 89 $ 255,351 $ 6,451 103 $ 284,688 $ 7,056
Schedule of amortized cost and fair value of securities, excluding trading and equity available for sale securities, by contractual maturity	The amortized cost and fair value of securities, excluding trading and available for sale equity securities, at March 31, 2017 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 $ 183,702 $ 183,982 $ 4,286 $ 4,297 Due after one year through five years 96,478 98,454 3,325 3,348 Due after five years through ten years 45,582 47,102 26,290 25,618 Due after ten years 31,625 32,438 47,959 45,924 357,387 361,976 81,860 79,187 Residential mortgage-backed securities 211,934 209,673 18,717 18,834 Collateralized mortgage obligations 157,656 154,444 205,176 202,214 Commercial mortgage-backed securities 9,218 9,190 31,604 31,152 $ 736,195 $ 735,283 $ 337,357 $ 331,387

Non-Covered Loans and Allowan37

Non-Covered Loans and Allowance for Non-Covered Loan Losses (Tables) - Noncovered	3 Months Ended
	Mar. 31, 2017
Loans
Summary of non-covered loans by portfolio segment	Non-covered loans summarized by portfolio segment are as follows (in thousands). March 31, December 31, 2017 2016 Commercial and industrial $ 1,655,945 $ 1,696,453 Real estate 2,852,245 2,816,767 Construction and land development 767,798 786,850 Consumer 42,656 41,352 Broker-dealer (1) 465,209 502,077 5,783,853 5,843,499 Allowance for non-covered loan losses (55,157) (54,186) Total non-covered loans, net of allowance $ 5,728,696 $ 5,789,313 (1) Represents margin loans to customers and correspondents associated with our broker-dealer segment operations.
Schedule of carrying values and the outstanding balances of the PCI loans	The following table presents the carrying values and the outstanding balances of non-covered PCI loans (in thousands). March 31, December 31, 2017 2016 Carrying amount $ 47,765 $ 51,432 Outstanding balance 63,716 67,988
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for non-covered PCI loans were as follows (in thousands). Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 13,116 $ 17,744 Reclassifications from nonaccretable difference, net (1) 139 2,343 Accretion (1,813) (3,919) Balance, end of period $ 11,442 $ 16,168 (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 non-accrual and expected cash flows are no longer predictable and the accretable yield is eliminated.
Summary of impaired loans by class	Non-covered impaired loans, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related March 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 22,495 $ 6,558 $ 1,455 $ 8,013 $ 208 Unsecured 2,150 — — — — Real estate: Secured by commercial properties 35,756 10,459 16,109 26,568 1,873 Secured by residential properties 13,256 8,414 1,779 10,193 181 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 4,983 1,030 1,683 2,713 326 Consumer 2,839 — 278 278 65 Broker-dealer — — — — — 81,479 26,461 21,304 47,765 2,653 Non-PCI Commercial and industrial: Secured 10,880 7,607 1,452 9,059 778 Unsecured 817 778 — 778 — Real estate: Secured by commercial properties 11,949 11,596 — 11,596 — Secured by residential properties 1,334 1,074 — 1,074 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 680 — 661 661 144 Consumer 228 223 — 223 — Broker-dealer — — — — — 25,903 21,278 2,113 23,391 922 $ 107,382 $ 47,739 $ 23,417 $ 71,156 $ 3,575 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2016 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 25,354 $ 3,234 $ 5,438 $ 8,672 $ 557 Unsecured — — — — — Real estate: Secured by commercial properties 38,005 11,097 17,413 28,510 1,907 Secured by residential properties 13,606 7,401 3,088 10,489 200 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 5,780 1,391 2,076 3,467 377 Consumer 3,223 237 57 294 56 Broker-dealer — — — — — 85,968 23,360 28,072 51,432 3,097 Non-PCI Commercial and industrial: Secured 6,311 3,313 1,372 4,685 115 Unsecured 946 925 — 925 — Real estate: Secured by commercial properties 10,134 10,000 — 10,000 — Secured by residential properties 1,344 1,116 — 1,116 — Construction and land development: Residential construction loans 28 28 — 28 — Commercial construction loans and land development 738 48 679 727 167 Consumer 246 244 — 244 — Broker-dealer — — — — — 19,747 15,674 2,051 17,725 282 $ 105,715 $ 39,034 $ 30,123 $ 69,157 $ 3,379
Summary of average investment in impaired loans by class	Average recorded investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended March 31, 2017 2016 Commercial and industrial: Secured $ 15,215 $ 26,155 Unsecured 852 41 Real estate: Secured by commercial properties 38,337 40,371 Secured by residential properties 11,436 12,524 Construction and land development: Residential construction loans 14 111 Commercial construction loans and land development 3,784 4,622 Consumer 520 655 Broker-dealer — — $ 70,158 $ 84,479
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). March 31, December 31, 2017 2016 Commercial and industrial: Secured $ 12,712 $ 8,590 Unsecured 778 925 Real estate: Secured by commercial properties 11,596 11,034 Secured by residential properties 1,074 1,197 Construction and land development: Residential construction loans — 28 Commercial construction loans and land development 661 727 Consumer 223 244 Broker-dealer — — $ 27,044 $ 22,745
Schedule of information regarding TDRs granted	Information regarding TDRs granted during the three months ended March 31, 2017 and 2016, respectively is shown in the following table (in thousands). At March 31, 2017 and December 31, 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,342 1 $ 1,196 $ 1,196 Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,470 — — — Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 2 $ 2,838 $ 2,812 1 $ 1,196 $ 1,196 All of the non-covered loan modifications included in the table above involved payment term extensions. The Bank did not grant principal reductions on any restructured non-covered loans during the three months ened March 31, 2017 and 2016. The following table presents information regarding TDRs granted during the twelve months preceding March 31, 2017 and 2016, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding March 31, 2017 Twelve Months Preceding March 31, 2016 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured — $ — $ — — $ — $ — Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,470 1 1,084 1,017 Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 1 $ 1,481 $ 1,470 1 $ 1,084 $ 1,017
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 Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due March 31, 2017 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 3,816 $ 1,186 $ 3,643 $ 8,645 $ 1,544,697 $ 8,013 $ 1,561,355 $ 14 Unsecured 1,814 — — 1,814 92,776 — 94,590 — Real estate: Secured by commercial properties 5,489 54 78 5,621 2,025,795 26,568 2,057,984 — Secured by residential properties 602 419 — 1,021 783,047 10,193 794,261 — Construction and land development: Residential construction loans — — — — 136,354 — 136,354 — Commercial construction loans and land development 24 — 661 685 628,046 2,713 631,444 — Consumer 230 26 4 260 42,118 278 42,656 4 Broker-dealer — — — — 465,209 — 465,209 — $ 11,975 $ 1,685 $ 4,386 $ 18,046 $ 5,718,042 $ 47,765 $ 5,783,853 $ 18 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2016 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 4,727 $ 704 $ 6,770 $ 12,201 $ 1,576,239 $ 8,672 $ 1,597,112 $ 3,095 Unsecured 596 1 909 1,506 97,835 — 99,341 1 Real estate: Secured by commercial properties 550 9,417 1,492 11,459 1,915,126 28,510 1,955,095 — Secured by residential properties 506 361 369 1,236 849,947 10,489 861,672 — Construction and land development: Residential construction loans — 28 — 28 128,624 — 128,652 — Commercial construction loans and land development 2,500 1,784 48 4,332 650,399 3,467 658,198 — Consumer 176 31 — 207 40,851 294 41,352 — Broker-dealer — — — — 502,077 — 502,077 — $ 9,055 $ 12,326 $ 9,588 $ 30,969 $ 5,761,098 $ 51,432 $ 5,843,499 $ 3,096
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). March 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,495,445 $ 853 $ 57,044 $ 8,013 $ 1,561,355 Unsecured 93,186 — 1,404 — 94,590 Real estate: Secured by commercial properties 2,001,976 975 28,465 26,568 2,057,984 Secured by residential properties 775,056 3,321 5,691 10,193 794,261 Construction and land development: Residential construction loans 136,354 — — — 136,354 Commercial construction loans and land development 627,893 — 838 2,713 631,444 Consumer 42,128 5 245 278 42,656 Broker-dealer 465,209 — — — 465,209 $ 5,637,247 $ 5,154 $ 93,687 $ 47,765 $ 5,783,853 December 31, 2016 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,531,895 $ 72 $ 56,473 $ 8,672 $ 1,597,112 Unsecured 97,646 — 1,695 — 99,341 Real estate: Secured by commercial properties 1,888,231 3,693 34,661 28,510 1,955,095 Secured by residential properties 846,420 — 4,763 10,489 861,672 Construction and land development: Residential construction loans 128,624 — 28 — 128,652 Commercial construction loans and land development 653,808 — 923 3,467 658,198 Consumer 40,789 6 263 294 41,352 Broker-dealer 502,077 — — — 502,077 $ 5,689,490 $ 3,771 $ 98,806 $ 51,432 $ 5,843,499
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 March 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Provision charged to (recapture from) operations 475 922 (112) 56 (132) 1,209 Loans charged off (605) (82) (11) (34) — (732) Recoveries on charged off loans 440 36 — 18 — 494 Balance, end of period $ 21,679 $ 26,112 $ 6,879 $ 464 $ 23 $ 55,157 Commercial and Construction and Three Months Ended March 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 19,845 $ 18,983 $ 6,064 $ 314 $ 209 $ 45,415 Provision charged to (recapture from) operations 1,016 3,233 (503) 32 (93) 3,685 Loans charged off (1,350) — — (52) (2) (1,404) Recoveries on charged off loans 658 56 — 40 — 754 Balance, end of period $ 20,169 $ 22,272 $ 5,561 $ 334 $ 114 $ 48,450
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 March 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 8,719 $ 10,842 $ 661 $ 186 $ — $ 20,408 Loans collectively evaluated for impairment 1,639,213 2,804,642 764,424 42,192 465,209 5,715,680 PCI Loans 8,013 36,761 2,713 278 — 47,765 $ 1,655,945 $ 2,852,245 $ 767,798 $ 42,656 $ 465,209 $ 5,783,853 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 4,508 $ 9,704 $ 727 $ 205 $ — $ 15,144 Loans collectively evaluated for impairment 1,683,273 2,768,064 782,656 40,853 502,077 5,776,923 PCI Loans 8,672 38,999 3,467 294 — 51,432 $ 1,696,453 $ 2,816,767 $ 786,850 $ 41,352 $ 502,077 $ 5,843,499
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 March 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 778 $ — $ 144 $ — $ — $ 922 Loans collectively evaluated for impairment 20,693 24,058 6,409 399 23 51,582 PCI Loans 208 2,054 326 65 — 2,653 $ 21,679 $ 26,112 $ 6,879 $ 464 $ 23 $ 55,157 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 115 $ — $ 167 $ — $ — $ 282 Loans collectively evaluated for impairment 20,697 23,129 6,458 368 155 50,807 PCI Loans 557 2,107 377 56 — 3,097 $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186

Covered Assets and Indemnific38

Covered Assets and Indemnification Asset (Tables) - Covered	3 Months Ended
	Mar. 31, 2017
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). March 31, December 31, 2017 2016 Commercial and industrial $ 2,022 $ 2,697 Real estate 227,241 244,469 Construction and land development 6,171 8,961 235,434 256,127 Allowance for covered loans (753) (413) Total covered loans, net of allowance $ 234,681 $ 255,714
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 covered PCI loans (in thousands). March 31, December 31, 2017 2016 Carrying amount $ 118,393 $ 133,754 Outstanding balance 240,801 266,098
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for covered PCI loans were as follows (in thousands). Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 143,731 $ 176,719 Reclassifications from nonaccretable difference, net (1) 11,406 9,633 Transfer of loans to covered OREO (2) (118) (109) Accretion (12,553) (17,110) Balance, end of period $ 142,466 $ 169,133 (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 non-accrual 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 impaired loans by class	Covered impaired loans, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related March 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 5,350 $ 537 $ 191 $ 728 $ 7 Unsecured 6,908 173 — 173 — Real estate: Secured by commercial properties 130,869 29,355 15,326 44,681 578 Secured by residential properties 142,319 69,043 1,192 70,235 125 Construction and land development: Residential construction loans 879 — — — — Commercial construction loans and land development 20,310 2,576 — 2,576 — 306,635 101,684 16,709 118,393 710 Non-PCI Commercial and industrial: Secured 52 52 — 52 — Unsecured — — — — — Real estate: Secured by commercial properties 392 302 — 302 — Secured by residential properties 4,445 3,793 — 3,793 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 36 30 — 30 — 4,925 4,177 — 4,177 — $ 311,560 $ 105,861 $ 16,709 $ 122,570 $ 710 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2016 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 10,579 $ 1,024 $ 189 $ 1,213 $ 13 Unsecured 3,259 299 — 299 — Real estate: Secured by commercial properties 143,934 26,415 26,222 52,637 271 Secured by residential properties 148,384 73,240 1,161 74,401 60 Construction and land development: Residential construction loans 766 — — — — Commercial construction loans and land development 23,522 5,204 — 5,204 — 330,444 106,182 27,572 133,754 344 Non-PCI Commercial and industrial: Secured 52 52 — 52 — Unsecured — — — — — Real estate: Secured by commercial properties 396 310 — 310 — Secured by residential properties 4,175 3,537 — 3,537 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 24 20 — 20 — 4,647 3,919 — 3,919 — $ 335,091 $ 110,101 $ 27,572 $ 137,673 $ 344
Summary of average investment in impaired loans by class	Average investment in covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended March 31, 2017 2016 Commercial and industrial: Secured $ 1,023 $ 5,509 Unsecured 236 1,786 Real estate: Secured by commercial properties 48,965 92,941 Secured by residential properties 75,983 95,788 Construction and land development: Residential construction loans — 673 Commercial construction loans and land development 3,915 17,365 $ 130,122 $ 214,062
Summary of non-accrual loans by class	Covered non-accrual loans are summarized by class in the following table (in thousands). March 31, December 31, 2017 2016 Commercial and industrial: Secured $ 52 $ 52 Unsecured — — Real estate: Secured by commercial properties 302 730 Secured by residential properties 3,294 3,035 Construction and land development: Residential construction loans — — Commercial construction loans and land development 30 19 $ 3,678 $ 3,836
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 March 31, 2017 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ — $ 96 $ 96 $ 1,025 $ 728 $ 1,849 $ 44 Unsecured — — — — — 173 173 — Real estate: Secured by commercial properties 74 — — 74 18,446 44,681 63,201 — Secured by residential properties 3,352 1,182 1,361 5,895 87,910 70,235 164,040 — Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development — — 13 13 3,582 2,576 6,171 — $ 3,426 $ 1,182 $ 1,470 $ 6,078 $ 110,963 $ 118,393 $ 235,434 $ 44 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total (Non ‑ PCI) Past Due December 31, 2016 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ 6 $ 96 $ 102 $ 1,083 $ 1,213 $ 2,398 $ 44 Unsecured — — — — — 299 299 — Real estate: Secured by commercial properties 96 229 — 325 19,132 52,637 72,094 — Secured by residential properties 3,511 1,345 1,479 6,335 91,639 74,401 172,375 129 Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development 15 — — 15 3,742 5,204 8,961 — $ 3,622 $ 1,580 $ 1,575 $ 6,777 $ 115,596 $ 133,754 $ 256,127 $ 173
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). March 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 543 $ — $ 578 $ 728 $ 1,849 Unsecured — — — 173 173 Real estate: Secured by commercial properties 17,210 — 1,310 44,681 63,201 Secured by residential properties 86,695 453 6,657 70,235 164,040 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 2,143 — 1,452 2,576 6,171 $ 106,591 $ 453 $ 9,997 $ 118,393 $ 235,434 December 31, 2016 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 592 $ — $ 593 $ 1,213 $ 2,398 Unsecured — — — 299 299 Real estate: Secured by commercial properties 17,996 — 1,461 52,637 72,094 Secured by residential properties 90,563 461 6,950 74,401 172,375 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 2,281 — 1,476 5,204 8,961 $ 111,432 $ 461 $ 10,480 $ 133,754 $ 256,127
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 March 31, 2017 Industrial Real Estate Land Development Total Balance, beginning of period $ 35 $ 378 $ — $ 413 Provision charged to (recapture from) operations (17) 513 — 496 Loans charged off (6) (160) — (166) Recoveries on charged off loans 4 5 1 10 Balance, end of period $ 16 $ 736 $ 1 $ 753 Commercial and Construction and Three months ended March 31, 2016 Industrial Real Estate Land Development Total Balance, beginning of period $ 758 $ 774 $ — $ 1,532 Provision charged to (recapture from) operations (314) (23) 59 (278) Loans charged off (6) (16) (22) (44) Recoveries on charged off loans — 7 — 7 Balance, end of period $ 438 $ 742 $ 37 $ 1,217
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 March 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 1,121 112,325 3,595 117,041 PCI Loans 901 114,916 2,576 118,393 $ 2,022 $ 227,241 $ 6,171 $ 235,434 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 1,185 117,431 3,757 122,373 PCI Loans 1,512 127,038 5,204 133,754 $ 2,697 $ 244,469 $ 8,961 $ 256,127
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 March 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 9 33 1 43 PCI Loans 7 703 — 710 $ 16 $ 736 $ 1 $ 753 Commercial and Construction and December 31, 2016 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 22 47 — 69 PCI Loans 13 331 — 344 $ 35 $ 378 $ — $ 413
Summary of the activity in covered OREO	A summary of the activity in covered OREO is as follows (in thousands). Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 51,642 $ 99,090 Additions to covered OREO 1,723 4,542 Dispositions of covered OREO (6,799) (14,977) Valuation adjustments in the period (1,192) (9,765) Balance, end of period $ 45,374 $ 78,890
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 March 31, 2017 2016 Balance, beginning of period $ 71,313 $ 91,648 FDIC Indemnification Asset accretion (amortization) (3,949) 87 Transfers to due from FDIC and other (19,424) (11,213) Balance, end of period $ 47,940 $ 80,522

Mortgage Servicing Rights (Tabl

Mortgage Servicing Rights (Tables)	3 Months Ended
	Mar. 31, 2017
Mortgage Servicing Rights
Schedule of change in fair value of the Company's MSR, 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 March 31, 2017 2016 Balance, beginning of period $ 61,968 $ 52,285 Additions 1,224 1,639 Sales (17,499) — Changes in fair value: Due to changes in model inputs or assumptions (1) 857 (12,842) Due to customer payoffs (977) (1,219) Balance, end of period $ 45,573 $ 39,863 March 31, December 31, 2017 2016 Mortgage loans serviced for others $ 3,789,523 $ 5,480,943 MSR asset as a percentage of serviced mortgage loans 1.20 % 1.13 % (1) Primarily represents normal customer payments, changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates and the refinement of other MSR model assumptions.
Schedule of key assumptions used in measuring the fair value of the Company's MSR	March 31, December 31, 2017 2016 Weighted average constant prepayment rate 10.45 % 10.47 % Weighted average discount rate 11.14 % 10.95 % Weighted average life (in years) 7.0 6.9
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). March 31, December 31, 2017 2016 Constant prepayment rate: Impact of 10% adverse change $ (1,648) $ (2,297) Impact of 20% adverse change (3,235) (4,471) Discount rate: Impact of 10% adverse change (1,895) (2,539) Impact of 20% adverse change (3,641) (4,882)

Deposits (Tables)

Deposits (Tables)	3 Months Ended
	Mar. 31, 2017
Deposits
Summary of deposits	Deposits are summarized as follows (in thousands). March 31, December 31, 2017 2016 Noninterest-bearing demand $ 2,272,905 $ 2,199,483 Interest-bearing: NOW accounts 1,224,157 1,252,832 Money market 1,891,500 1,626,218 Brokered - money market 125,205 125,272 Demand 389,376 384,847 Savings 239,743 279,911 Time 1,166,383 1,145,859 Brokered - time 20,593 49,389 $ 7,329,862 $ 7,063,811

Short-term Borrowings (Tables)

Short-term Borrowings (Tables)	3 Months Ended
	Mar. 31, 2017
Short-term borrowings
Schedule of short-term borrowings	Short-term borrowings are summarized as follows (in thousands). March 31, December 31, 2017 2016 Federal funds purchased $ 112,350 $ 87,125 Securities sold under agreements to repurchase 364,927 195,164 Federal Home Loan Bank 150,000 1,000,000 Short-term bank loans 126,500 135,000 $ 753,777 $ 1,417,289
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). Three Months Ended March 31, 2017 2016 Average balance during the period $ 386,624 $ 329,392 Average interest rate during the period 0.76 % 0.49 % March 31, December 31, 2017 2016 Average interest rate at end of period 0.69 % 0.42 % Securities underlying the agreements at end of period: Carrying value $ 371,859 $ 209,877 Estimated fair value $ 379,390 $ 206,641
FHLB notes
Short-term borrowings
Schedule of short-term borrowings	Other information regarding FHLB short-term borrowings is shown in the following tables (dollars in thousands). Three Months Ended March 31, 2017 2016 Average balance during the period $ 180,000 $ 234,341 Average interest rate during the period 0.61 % 0.44 % March 31, December 31, 2017 2016 Average interest rate at end of period 0.90 % 0.55 %

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Notes Payable
Schedule of notes payable	Notes payable consisted of the following (in thousands). March 31, December 31, 2017 2016 Senior Notes due April 2025, net of discount of $1,654 and $1,689, respectively $ 148,346 $ 148,311 FHLB notes, net of premium of $572 and $627, respectively, with maturities ranging from April 2017 to June 2030 102,194 102,596 Insurance company note payable due March 2035 20,000 20,000 NLIC note payable due May 2033 10,000 10,000 NLIC note payable due September 2033 10,000 10,000 ASIC note payable due April 2034 7,500 7,500 Insurance company line of credit due December 31, 2017 3,000 3,000 Ventures line of credit due August 2017 17,952 16,505 Mutual line of credit due October 2017 5,709 — $ 324,701 $ 317,912

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 2016 Balance, beginning of period $ 40,669 $ 57,298 Claims made 8,379 4,548 Claims resolved with no payment (8,098) (6,115) Repurchases (1,461) (1,157) Indemnification payments (244) (372) Balance, end of period $ 39,245 $ 54,202 Indemnification Liability Reserve Activity Three Months Ended March 31, 2017 2016 Balance, beginning of period $ 18,239 $ 16,640 Additions for new sales 847 878 Repurchases (102) (112) Early payment defaults (69) (90) Indemnification payments (42) (169) Change in estimate 79 — Balance, end of period $ 18,952 $ 17,147 March 31, December 31, 2017 2016 Reserve for Indemnification Liability: Specific claims $ 1,751 $ 1,661 Incurred but not reported claims 17,201 16,578 Total $ 18,952 $ 18,239

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Stock-Based Compensation
Schedule of nonvested Restricted Stock Award and RSU activity	The following table summarizes information about nonvested Restricted Stock Award and RSU activity for the three months ended March 31, 2017 (shares in thousands). Restricted Stock Awards RSUs Weighted Weighted Average Average Grant Date Grant Date Outstanding Fair Value Outstanding Fair Value Balance, December 31, 2016 4 $ 19.95 1,456 $ 19.83 Granted - $ - 228 $ 28.15 Vested/Released - $ - (151) $ 23.38 Forfeited - $ - (37) $ 24.36 Balance, March 31, 2017 4 $ 19.95 1,496 $ 20.63

Regulatory Matters (Tables)

Regulatory Matters (Tables)	3 Months Ended
	Mar. 31, 2017
Regulatory Matters
Schedule of comparison of the Plain Capital'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	Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio March 31, 2017 Tier 1 capital (to average assets): PlainsCapital $ 1,125,727 13.09 % 4.0 % 4.0 % 5.0 % Hilltop 1,654,189 13.98 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,125,727 15.50 % 5.75 % 7.0 % 6.5 % Hilltop 1,604,840 19.03 % 5.75 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,125,727 15.50 % 7.25 % 8.5 % 8.0 % Hilltop 1,654,189 19.62 % 7.25 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,183,495 16.30 % 9.25 % 10.5 % 10.0 % Hilltop 1,696,330 20.12 % 9.25 % 10.5 % N/A December 31, 2016 Tier 1 capital (to average assets): PlainsCapital $ 1,108,484 12.35 % 4.0 % 4.0 % 5.0 % Hilltop 1,652,101 13.51 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,108,484 14.64 % 5.125 % 7.0 % 6.5 % Hilltop 1,602,400 18.30 % 5.125 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,108,484 14.64 % 6.625 % 8.5 % 8.0 % Hilltop 1,652,101 18.87 % 6.625 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,164,767 15.38 % 8.625 % 10.5 % 10.0 % Hilltop 1,693,240 19.34 % 8.625 % 10.5 % N/A
Schedule of net capital position	At March 31, 2017, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent Securities Network Net capital $ 158,331 $ 3,080 Less required net capital 9,267 250 Excess net capital $ 149,064 $ 2,830 Net capital as a percentage of aggregate debit items 34.2 % Net capital in excess of 5% aggregate debit items $ 135,164
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 of each insurance subsidiary is as follows (in thousands). March 31, December 31, 2017 2016 Capital and surplus: National Lloyds Insurance Company $ 131,987 $ 131,328 American Summit Insurance Company 31,369 30,462 Three Months Ended March 31, 2017 2016 Statutory net income: National Lloyds Insurance Company $ 636 $ 3,557 American Summit Insurance Company 832 852

Derivative Financial Instrume46

Derivative Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2017
Derivative Financial Instruments
Schedule of derivative positions	Derivative positions are presented in the following table (in thousands). March 31, 2017 December 31, 2016 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 1,427,763 $ 40,911 $ 944,550 $ 23,269 Customer-based written options 2,223 97 — — Customer-based purchased options 2,223 (97) — — Commitments to purchase MBSs 3,567,436 14,090 3,616,922 (1,155) Commitments to sell MBSs 5,881,086 (18,960) 5,609,250 (532) Interest rate swaps and swaptions 32,239 (159) 32,452 (283) U.S. Treasury bond futures and options (1) 206,000 — 297,000 — (1) Changes in the fair value of these contracts are settled daily with PrimeLending’s counterparty.

Balance Sheet Offsetting (Table

Balance Sheet Offsetting (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 Securities borrowed: Institutional counterparties $ 1,507,651 $ — $ 1,507,651 $ (1,454,971) $ — $ 52,680 Interest rate options: Customer counterparties 97 — 97 — — 97 Reverse repurchase agreements: Institutional counterparties 113,228 — 113,228 (113,083) — 145 Forward MBS derivatives: Institutional counterparties 14,090 — 14,090 (14,090) — — $ 1,635,066 $ — $ 1,635,066 $ (1,582,144) $ — $ 52,922 December 31, 2016 Securities borrowed: Institutional counterparties $ 1,436,069 $ — $ 1,436,069 $ (1,385,664) $ — $ 50,405 Reverse repurchase agreements: Institutional counterparties 89,430 — 89,430 (89,369) — 61 Forward MBS derivatives: Institutional counterparties 21,366 (3,893) 17,473 (9,012) — 8,461 $ 1,546,865 $ (3,893) $ 1,542,972 $ (1,484,045) $ — $ 58,927
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 March 31, 2017 Securities loaned: Institutional counterparties $ 1,376,568 $ — $ 1,376,568 $ (1,326,373) $ — $ 50,195 Interest rate options: Institutional counterparties 97 — 97 — — 97 Interest rate swaps and swaptions: Institutional counterparties 185 (26) 159 (3,000) — (2,841) Repurchase agreements: Institutional counterparties 213,344 — 213,344 (213,344) — — Customer counterparties 151,583 — 151,583 (151,583) — — Forward MBS derivatives: Institutional counterparties 19,218 (258) 18,960 (10,502) — 8,458 $ 1,760,995 $ (284) $ 1,760,711 $ (1,704,802) $ — $ 55,909 December 31, 2016 Securities loaned: Institutional counterparties $ 1,283,676 — 1,283,676 (1,237,868) — 45,808 Interest rate swaps and swaptions: Institutional counterparties 297 (14) 283 (3,000) — (2,717) Repurchase agreements: Institutional counterparties 39,970 — 39,970 (39,970) — — Customer counterparties 155,194 — 155,194 (155,194) — — Forward MBS derivatives: Institutional counterparties 19,159 — 19,159 (19,159) — — $ 1,498,296 $ (14) $ 1,498,282 $ (1,455,191) $ — $ 43,091
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 both March 31, 2017 and December 31, 2016. Remaining Contractual Maturities Overnight and Greater Than March 31, 2017 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 204,178 $ — $ — $ — $ 204,178 Asset-backed securities — 160,749 — — 160,749 Securities lending transactions: Corporate securities 9,149 — — — 9,149 Equity securities 1,367,419 — — — 1,367,419 Total $ 1,580,746 $ 160,749 $ — $ — $ 1,741,495 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,741,495 Amount related to agreements not included in offsetting disclosure above $ — Remaining Contractual Maturities Overnight and Greater Than December 31, 2016 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 195,164 $ — $ — $ — $ 195,164 Securities lending transactions: Corporate securities 14,816 — — — 14,816 Equity securities 1,268,860 — — — 1,268,860 Total $ 1,478,840 $ — $ — $ — $ 1,478,840 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,478,840 Amount related to agreements not included in offsetting disclosure above $ —

Broker-Dealer and Clearing Or48

Broker-Dealer and Clearing Organization Receivables and Payables (Tables)	3 Months Ended
	Mar. 31, 2017
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). March 31, December 31, 2017 2016 Receivables: Securities borrowed $ 1,507,651 $ 1,436,069 Securities failed to deliver 29,985 33,834 Trades in process of settlement 22,357 10,223 Other 14,038 17,615 $ 1,574,031 $ 1,497,741 Payables: Securities loaned $ 1,376,568 $ 1,283,676 Correspondents 35,165 31,040 Securities failed to receive 25,805 31,724 Other 10 688 $ 1,437,548 $ 1,347,128

Reserves for Losses and Loss 49

Reserves for Losses and Loss Adjustment Expenses (Tables)	3 Months Ended
	Mar. 31, 2017
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 summary of NLC’s reserve for unpaid losses and LAE, as included in other liabilities within the consolidated balance sheets, is as follows (in thousands). March 31, December 31, 2017 2016 Reserve for unpaid losses and allocated LAE balance, net $ 28,544 $ 25,203 Reinsurance recoverables on unpaid losses 5,118 9,434 Unallocated LAE 1,158 1,189 Reserve for unpaid losses and LAE balance, gross $ 34,820 $ 35,826
Summary of claims loss reserve development activity	A summary of claims loss reserve development activity is presented in the following table (in thousands). March 31, 2017 Total of IBNR Reserves Plus Expected Cumulative Accident Three Months Ended March 31, 2017 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2012 $ 112,346 $ 114,598 $ 35 16,675 2013 109,976 111,085 57 15,753 2014 82,172 84,206 287 13,175 2015 83,679 88,447 2,525 14,915 2016 77,056 86,940 6,018 21,504 2017 9,443 17,845 2,437 3,999 Total 474,672 $ 503,121 95 All outstanding reserves prior to 2012, net of reinsurance $ 28,544 Reserve for unpaid losses and allocated LAE, net of reinsurance

Reinsurance Activity (Tables)

Reinsurance Activity (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 2016 Written Earned Written Earned Premiums from direct business $ 35,795 $ 37,198 $ 39,079 $ 40,886 Reinsurance assumed 2,869 2,818 2,679 2,669 Reinsurance ceded (3,213) (3,876) (3,498) (3,822) Net premiums $ 35,451 $ 36,140 $ 38,260 $ 39,733
Schedule of effects of reinsurance on incurred losses	The effects of reinsurance on incurred losses are as follows (in thousands). Three Months Ended March 31, 2017 2016 Loss and LAE incurred $ 22,302 $ 23,489 Reinsurance recoverables (602) (1,530) Net loss and LAE incurred $ 21,700 $ 21,959

Segment and Related Informati51

Segment and Related Information (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 82,082 $ 8,488 $ (1,882) $ 516 $ (2,535) $ 5,431 $ 92,100 Provision for loan losses 1,837 (132) — — — — 1,705 Noninterest income 12,411 82,551 143,638 38,311 1 (5,473) 271,439 Noninterest expense 60,814 81,657 131,838 37,013 9,387 (217) 320,492 Income (loss) before income taxes $ 31,842 $ 9,514 $ 9,918 $ 1,814 $ (11,921) $ 175 $ 41,342 Mortgage All Other and Hilltop Three Months Ended March 31, 2016 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 86,104 $ 7,051 $ (2,569) $ 740 $ (1,714) $ 4,228 $ 93,840 Provision for loan losses 3,500 (93) — — — — 3,407 Noninterest income 12,956 80,882 146,338 41,804 1 (4,606) 277,375 Noninterest expense 64,348 84,261 134,671 36,375 5,849 (315) 325,189 Income (loss) before income taxes $ 31,212 $ 3,765 $ 9,098 $ 6,169 $ (7,562) $ (63) $ 42,619 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated March 31, 2017 Goodwill $ 207,741 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 251,808 Total assets $ 8,946,648 $ 2,968,943 $ 1,568,276 $ 345,651 $ 2,066,185 $ (3,557,276) $ 12,338,427 December 31, 2016 Goodwill $ 207,741 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 251,808 Total assets $ 9,527,518 $ 2,777,849 $ 2,042,458 $ 347,252 $ 2,032,749 $ (3,989,764) $ 12,738,062

Earnings per Common Share (Tabl

Earnings per Common Share (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 2016 Basic earnings per share: Income applicable to Hilltop common stockholders $ 26,434 $ 27,567 Less: income applicable to participating shares (1) (125) Net earnings available to Hilltop common stockholders $ 26,433 $ 27,442 Weighted average shares outstanding - basic 98,441 98,153 Basic earnings per common share $ 0.27 $ 0.28 Diluted earnings per share: Income applicable to Hilltop common stockholders $ 26,434 $ 27,567 Weighted average shares outstanding - basic 98,441 98,153 Effect of potentially dilutive securities 316 516 Weighted average shares outstanding - diluted 98,757 98,669 Diluted earnings per common share $ 0.27 $ 0.28

Summary of Significant Accoun53

Summary of Significant Accounting and Reporting Policies - Basis of Presentation, Ownership (Details)	3 Months Ended
	Mar. 31, 2017item
Basis of Presentation
Number of primary business units	3
PPC
Basis of Presentation
Ownership percentage of subsidiary owned by the reporting entity	100.00%
PlainsCapital
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%
PrimeLending
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%
Ventures Management
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	100.00%
Ventures
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	51.00%
Mutual Of Omaha Mortgage, LLC
Basis of Presentation
Ownership percentage of subsidiary owned by subsidiary of the reporting entity	51.00%
PCC Statutory Trusts
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%

Fair Value Measurements - FV Op

Fair Value Measurements - FV Option (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Fair Value Measurements
Mortgage loans held for sale, fair value	$ 1,270	$ 1,750
Mortgage loans held for sale, unpaid principal balance	$ 1,220	$ 1,710

Fair Value Measurements - Recur

Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Financial assets:
Trading securities	$ 373,300	$ 265,534
Available for sale securities	755,546	598,007
Financial liabilities:
Securities sold, not yet purchased, at fair value	144,193	153,889
Recurring
Financial assets:
Trading securities	373,300	265,534
Available for sale securities	755,546	598,007
Loans held for sale	1,274,232	1,748,498
Derivative assets	72,906	57,036
Mortgage servicing asset	45,573	61,968
Financial liabilities:
Securities sold, not yet purchased, at fair value	144,193	153,889
Derivative liabilities	37,024	35,737
Recurring | Level 1
Financial assets:
Trading securities	3,640	9,481
Available for sale securities	20,263	19,840
Financial liabilities:
Securities sold, not yet purchased, at fair value	75,047	60,715
Recurring | Level 2
Financial assets:
Trading securities	369,660	256,053
Available for sale securities	735,283	578,167
Loans held for sale	1,244,018	1,712,697
Derivative assets	72,906	57,036
Financial liabilities:
Securities sold, not yet purchased, at fair value	69,146	93,174
Derivative liabilities	37,024	35,737
Recurring | Level 3
Financial assets:
Loans held for sale	30,214	35,801
Mortgage servicing asset	$ 45,573	$ 61,968

Fair Value Measurements - Roll

Fair Value Measurements - Roll Forward, Level 3 (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	$ 97,769	$ 78,166
Purchases/Additions	9,052	24,875
Sales/Reductions	(28,200)	(4,237)
Total gains or losses (realized or unrealized):
Included in Net Income	(2,834)	(18,395)
Asset balance, end of period	75,787	80,409
Available-for-sale Securities
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period		1
Total gains or losses (realized or unrealized):
Asset balance, end of period		1
Loans Held for Sale
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	35,801	25,880
Purchases/Additions	7,828	23,236
Sales/Reductions	(10,701)	(4,237)
Total gains or losses (realized or unrealized):
Included in Net Income	(2,714)	(4,334)
Asset balance, end of period	30,214	40,545
MSR
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	61,968	52,285
Purchases/Additions	1,224	1,639
Sales/Reductions	(17,499)
Total gains or losses (realized or unrealized):
Included in Net Income	(120)	(14,061)
Asset balance, end of period	$ 45,573	$ 39,863

Fair Value Measurements - Level

Fair Value Measurements - Level 3, Inputs, Recurring (Details) - Level 3 - Recurring - Discounted cash flow	3 Months Ended
	Mar. 31, 2017
Loans Held for Sale | Weighted average
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	96.00%
Loans Held for Sale | Minimum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	88.00%
Loans Held for Sale | Maximum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	97.00%
MSR | Weighted average
Significant unobservable inputs used in the fair value measurements
Constant prepayment rate (as a percent)	10.45%
Discount rates (as a percent)	11.14%

Fair Value Measurements - Chang

Fair Value Measurements - Change in FV (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Transfers Between Level 1 and Level 2
Transfers of assets from level 1 to level 2	$ 0	$ 0
Transfers of assets from level 2 to level 1	0	0
Transfers of liabilities from level 1 to level 2	0	0
Transfers of liabilities from level 2 to level 1	0	0
Fair Value Option
Net Gains (Losses)	124,150	127,297
Other Noninterest Income	30,334	29,350
Loans Held for Sale
Fair Value Option
Net Gains (Losses)	8,862	447
Total Changes in Fair Value	8,862	447
MSR
Fair Value Option
Net Gains (Losses)	(120)	(14,061)
Total Changes in Fair Value	$ (120)	$ (14,061)

Fair Value Measurements - Impai

Fair Value Measurements - Impaired Loans (Details) - Level 3 - PCI loans - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Jan. 01, 2015	Sep. 13, 2013	Nov. 30, 2012
PPC
Fair value measurements
Fair value of loans acquired				$ 172.9
PPC | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	53.00%
Weighted average loss severity rate	61.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	32.00%
FNB
Fair value measurements
Fair value of loans acquired			$ 822.8
FNB | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	49.00%
Weighted average loss severity rate	23.00%
Weighted average prepayment speed	8.00%
Weighted average expected loss	11.00%
SWS
Fair value measurements
Fair value of loans acquired		$ 73.5
SWS | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	55.00%
Weighted average loss severity rate	29.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	16.00%

Fair Value Measurements - OREO

Fair Value Measurements - OREO (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Sep. 13, 2013
Fair Value
Non-covered impaired loans	$ 5,728,696		$ 5,789,313
Covered impaired loans	234,681		255,714
Covered other real estate owned	45,374	$ 78,890	51,642	$ 99,090
Total Gains (Losses) of impaired loans	(1,705)	(3,407)
Covered
Fair Value
Covered impaired loans	234,681		255,714
Total Gains (Losses) of impaired loans	(496)	278
Noncovered
Fair Value
Non-covered impaired loans	5,728,696		5,789,313
Total Gains (Losses) of impaired loans	(1,209)	(3,685)
Estimate of Fair Value
Fair Value
Non-covered impaired loans	5,879,355		5,962,052
Covered impaired loans	344,113		367,444
Estimate of Fair Value | Covered
Fair Value
Covered other real estate owned	45,400		51,600
Estimate of Fair Value | Noncovered | Other Assets
Fair Value
Non-covered other real estate owned	4,600		4,500
Level 2 | Estimate of Fair Value
Fair Value
Non-covered impaired loans	465,209		502,077
Level 3 | Estimate of Fair Value
Fair Value
Non-covered impaired loans	5,414,146		5,459,975
Covered impaired loans	344,113		$ 367,444
Nonrecurring | Estimate of Fair Value | Covered
Fair Value
Covered impaired loans	41,777
Covered other real estate owned	3,762
Total Gains (Losses) of impaired loans	(366)	332
Total Gains (Losses) of other real estate owned	(1,192)	(9,765)
Nonrecurring | Estimate of Fair Value | Noncovered
Fair Value
Non-covered impaired loans	47,054
Non-covered other real estate owned	2,894
Total Gains (Losses) of impaired loans	(196)	$ (33)
Total Gains (Losses) of other real estate owned	(15)
Nonrecurring | Level 2 | Estimate of Fair Value | Covered
Fair Value
Covered other real estate owned	3,762
Nonrecurring | Level 2 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered other real estate owned	2,894
Nonrecurring | Level 3 | FNB | Covered | PlainsCapital
Fair value measurements
Acquired OREO					$ 135,200
Nonrecurring | Level 3 | Estimate of Fair Value | Covered
Fair Value
Covered impaired loans	41,777
Nonrecurring | Level 3 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered impaired loans	$ 47,054

Fair Value Measurements - Estim

Fair Value Measurements - Estimated Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Financial assets:
Held to maturity securities	$ 331,387	$ 345,088
Non-covered loans, net	5,728,696	5,789,313
Covered loans, net	234,681	255,714
Broker-dealer and clearing organization receivables	1,574,031	1,497,741
FDIC indemnification asset	47,940	71,313	$ 80,522	$ 91,648
Financial liabilities:
Broker-dealer and clearing organization payables	1,437,548	1,347,128
Carrying Amount
Financial assets:
Cash and cash equivalents	570,332	690,764
Securities purchased under agreements to resell	113,228	89,430
Assets segregated for regulatory purposes	166,395	180,993
Held to maturity securities	337,357	351,831
Loans held for sale	55,261	46,965
Non-covered loans, net	5,728,696	5,789,313
Covered loans, net	234,681	255,714
Broker-dealer and clearing organization receivables	1,574,031	1,497,741
FDIC indemnification asset	47,940	71,313
Other assets	63,558	62,904
Financial liabilities:
Deposits	7,329,862	7,063,811
Broker-dealer and clearing organization payables	1,437,548	1,347,128
Short-term borrowings	753,777	1,417,289
Debt	391,713	384,924
Other liabilities	5,436	3,708
Estimate of Fair Value
Financial assets:
Cash and cash equivalents	570,332	690,764
Securities purchased under agreements to resell	113,228	89,430
Assets segregated for regulatory purposes	166,395	180,993
Held to maturity securities	331,387	345,088
Loans held for sale	55,261	46,965
Non-covered loans, net	5,879,355	5,962,052
Covered loans, net	344,113	367,444
Broker-dealer and clearing organization receivables	1,574,031	1,497,741
FDIC indemnification asset	36,308	60,173
Other assets	63,558	62,904
Financial liabilities:
Deposits	7,323,110	7,058,837
Broker-dealer and clearing organization payables	1,437,548	1,347,128
Short-term borrowings	753,777	1,417,289
Debt	385,681	378,822
Other liabilities	5,436	3,708
Estimate of Fair Value | Level 1
Financial assets:
Cash and cash equivalents	570,332	690,764
Assets segregated for regulatory purposes	166,395	180,993
Estimate of Fair Value | Level 2
Financial assets:
Securities purchased under agreements to resell	113,228	89,430
Held to maturity securities	331,387	345,088
Loans held for sale	55,261	46,965
Non-covered loans, net	465,209	502,077
Broker-dealer and clearing organization receivables	1,574,031	1,497,741
Other assets	57,983	58,697
Financial liabilities:
Deposits	7,323,110	7,058,837
Broker-dealer and clearing organization payables	1,437,548	1,347,128
Short-term borrowings	753,777	1,417,289
Debt	385,681	378,822
Other liabilities	5,436	3,708
Estimate of Fair Value | Level 3
Financial assets:
Non-covered loans, net	5,414,146	5,459,975
Covered loans, net	344,113	367,444
FDIC indemnification asset	36,308	60,173
Other assets	$ 5,575	$ 4,207

Securities - Trading Securities

Securities - Trading Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Schedule of fair value of trading securities
Trading Securities	$ 373,300	$ 265,534
Investment-related Liabilities
Securities sold, not yet purchased, at fair value	144,193	153,889
US Treasury Securities
Schedule of fair value of trading securities
Trading Securities	314	5,940
Bonds
Schedule of fair value of trading securities
Trading Securities	51,586	36,303
Residential mortgage-backed Securities
Schedule of fair value of trading securities
Trading Securities	150,233	2,539
Commercial mortgage-backed securities
Schedule of fair value of trading securities
Trading Securities	14,978	15,171
Collateralized mortgage obligations
Schedule of fair value of trading securities
Trading Securities	1,353	5,607
Corporate securities
Schedule of fair value of trading securities
Trading Securities	69,768	60,699
States and political subdivisions
Schedule of fair value of trading securities
Trading Securities	66,274	89,946
Unit investment trusts
Schedule of fair value of trading securities
Trading Securities	11,603	41,409
Private-label securitized product
Schedule of fair value of trading securities
Trading Securities	3,849	4,292
Other
Schedule of fair value of trading securities
Trading Securities	$ 3,342	$ 3,628

Securities - AFS and HTM, Amort

Securities - AFS and HTM, Amortized Cost and FV (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Available for sale
Amortized Cost	$ 755,290	$ 598,198
Gross Unrealized Gains	7,112	6,895
Gross Unrealized Losses	(6,856)	(7,086)
Fair Value	755,546	598,007
Held to maturity
Amortized cost	337,357	351,831
Unrealized Gains	481	313
Unrealized Losses	(6,451)	(7,056)
Held to maturity, fair value	331,387	345,088
US Treasury Securities
Available for sale
Amortized Cost	101,683	31,701
Gross Unrealized Gains	156	144
Gross Unrealized Losses	(44)	(44)
Fair Value	101,795	31,801
Bonds
Available for sale
Amortized Cost	100,984	121,838
Gross Unrealized Gains	857	881
Gross Unrealized Losses	(167)	(67)
Fair Value	101,674	122,652
Held to maturity
Amortized cost	40,513	40,513
Unrealized Gains	6
Unrealized Losses	(1,192)	(1,287)
Held to maturity, fair value	39,327	39,226
Residential mortgage-backed Securities
Available for sale
Amortized Cost	211,934	135,371
Gross Unrealized Gains	757	708
Gross Unrealized Losses	(3,018)	(2,941)
Fair Value	209,673	133,138
Held to maturity
Amortized cost	18,717	19,606
Unrealized Gains	128	13
Unrealized Losses	(11)	(6)
Held to maturity, fair value	18,834	19,613
Commercial mortgage-backed securities
Available for sale
Amortized Cost	8,719	8,771
Gross Unrealized Gains	1	2
Gross Unrealized Losses	(40)	(58)
Fair Value	8,680	8,715
Held to maturity
Amortized cost	31,604	31,767
Unrealized Gains	102	102
Unrealized Losses	(554)	(593)
Held to maturity, fair value	31,152	31,276
Collateralized mortgage obligations
Available for sale
Amortized Cost	157,656	117,879
Gross Unrealized Gains	31	29
Gross Unrealized Losses	(3,243)	(3,206)
Fair Value	154,444	114,702
Held to maturity
Amortized cost	205,176	217,954
Unrealized Gains	115	128
Unrealized Losses	(3,077)	(3,372)
Held to maturity, fair value	202,214	214,710
Corporate securities
Available for sale
Amortized Cost	76,076	76,866
Gross Unrealized Gains	2,421	2,354
Gross Unrealized Losses	(40)	(91)
Fair Value	78,457	79,129
States and political subdivisions
Available for sale
Amortized Cost	78,644	86,353
Gross Unrealized Gains	1,635	1,498
Gross Unrealized Losses	(229)	(336)
Fair Value	80,050	87,515
Held to maturity
Amortized cost	41,347	41,991
Unrealized Gains	130	70
Unrealized Losses	(1,617)	(1,798)
Held to maturity, fair value	39,860	40,263
Commercial mortgage-backed securities
Available for sale
Amortized Cost	499	499
Gross Unrealized Gains	11	16
Fair Value	510	515
Equity securities
Available for sale
Amortized Cost	19,095	18,920
Gross Unrealized Gains	1,243	1,263
Gross Unrealized Losses	(75)	(343)
Fair Value	$ 20,263	$ 19,840

Securities - AFS in an Unrealiz

Securities - AFS in an Unrealized Loss Position (Details) $ in Thousands	Mar. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	77	68
Unrealized loss for twelve months or longer | item	11	11
Total | item	88	79
Fair Value
Unrealized loss for less than twelve months	$ 400,403	$ 267,719
Unrealized loss for twelve months or longer	25,361	30,877
Estimated Fair Value, Total	425,764	298,596
Unrealized Loss
Unrealized loss for less than twelve months	5,861	5,863
Unrealized loss for twelve months or longer	995	1,223
Total	$ 6,856	$ 7,086
US Treasury Securities
Number of Securities
Unrealized loss for less than twelve months | item	7	7
Total | item	7	7
Fair Value
Unrealized loss for less than twelve months	$ 21,713	$ 21,694
Estimated Fair Value, Total	21,713	21,694
Unrealized Loss
Unrealized loss for less than twelve months	44	44
Total	$ 44	$ 44
Bonds
Number of Securities
Unrealized loss for less than twelve months | item	7	1
Total | item	7	1
Fair Value
Unrealized loss for less than twelve months	$ 74,923	$ 14,908
Estimated Fair Value, Total	74,923	14,908
Unrealized Loss
Unrealized loss for less than twelve months	167	67
Total	$ 167	$ 67
Residential mortgage-backed Securities
Number of Securities
Unrealized loss for less than twelve months | item	16	12
Total | item	16	12
Fair Value
Unrealized loss for less than twelve months	$ 155,596	$ 109,398
Estimated Fair Value, Total	155,596	109,398
Unrealized Loss
Unrealized loss for less than twelve months	3,018	2,941
Total	$ 3,018	$ 2,941
Commercial mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months | item	2	2
Total | item	2	2
Fair Value
Unrealized loss for less than twelve months	$ 7,100	$ 7,127
Estimated Fair Value, Total	7,100	7,127
Unrealized Loss
Unrealized loss for less than twelve months	40	58
Total	$ 40	$ 58
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	17	11
Unrealized loss for twelve months or longer | item	8	8
Total | item	25	19
Fair Value
Unrealized loss for less than twelve months	$ 124,634	$ 91,144
Unrealized loss for twelve months or longer	17,895	19,320
Estimated Fair Value, Total	142,529	110,464
Unrealized Loss
Unrealized loss for less than twelve months	2,332	2,340
Unrealized loss for twelve months or longer	911	866
Total	$ 3,243	$ 3,206
Corporate securities
Number of Securities
Unrealized loss for less than twelve months | item	2	3
Total | item	2	3
Fair Value
Unrealized loss for less than twelve months	$ 3,977	$ 5,899
Estimated Fair Value, Total	3,977	5,899
Unrealized Loss
Unrealized loss for less than twelve months	40	91
Total	$ 40	$ 91
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	25	32
Unrealized loss for twelve months or longer | item	1	1
Total | item	26	33
Fair Value
Unrealized loss for less than twelve months	$ 12,406	$ 17,549
Unrealized loss for twelve months or longer	457	450
Estimated Fair Value, Total	12,863	17,999
Unrealized Loss
Unrealized loss for less than twelve months	220	322
Unrealized loss for twelve months or longer	9	14
Total	$ 229	$ 336
Equity securities
Number of Securities
Unrealized loss for less than twelve months | item	1
Unrealized loss for twelve months or longer | item	2	2
Total | item	3	2
Fair Value
Unrealized loss for less than twelve months	$ 54
Unrealized loss for twelve months or longer	7,009	$ 11,107
Estimated Fair Value, Total	7,063	11,107
Unrealized Loss
Unrealized loss for twelve months or longer	75	343
Total	$ 75	$ 343

Securities - HTM in an Unrealiz

Securities - HTM in an Unrealized Loss Position (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	87	101
Unrealized loss for twelve months or longer | item	2	2
Total | item	89	103
Fair Value
Unrealized loss for less than twelve months	$ 253,495	$ 282,825
Unrealized loss for twelve months or longer	1,856	1,863
Total	255,351	284,688
Unrealized Losses
Unrealized loss for less than twelve months	6,440	7,043
Unrealized loss for twelve months or longer	11	13
Total	$ 6,451	$ 7,056
Bonds
Number of Securities
Unrealized loss for less than twelve months | item	4	4
Total | item	4	4
Fair Value
Unrealized loss for less than twelve months	$ 33,321	$ 33,225
Total	33,321	33,225
Unrealized Losses
Unrealized loss for less than twelve months	1,192	1,287
Total	$ 1,192	$ 1,287
Residential mortgage-backed Securities
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	$ 6,131	$ 13,178
Total	6,131	13,178
Unrealized Losses
Unrealized loss for less than twelve months	11	6
Total	$ 11	$ 6
Commercial mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months | item	4	5
Unrealized loss for twelve months or longer | item	1	1
Total | item	5	6
Fair Value
Unrealized loss for less than twelve months	$ 19,801	$ 18,891
Unrealized loss for twelve months or longer	1,395	1,401
Total	21,196	20,292
Unrealized Losses
Unrealized loss for less than twelve months	549	588
Unrealized loss for twelve months or longer	5	5
Total	$ 554	$ 593
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	18	19
Total | item	18	19
Fair Value
Unrealized loss for less than twelve months	$ 169,154	$ 187,669
Total	169,154	187,669
Unrealized Losses
Unrealized loss for less than twelve months	3,077	3,372
Total	$ 3,077	$ 3,372
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	60	71
Unrealized loss for twelve months or longer | item	1	1
Total | item	61	72
Fair Value
Unrealized loss for less than twelve months	$ 25,088	$ 29,862
Unrealized loss for twelve months or longer	461	462
Total	25,549	30,324
Unrealized Losses
Unrealized loss for less than twelve months	1,611	1,790
Unrealized loss for twelve months or longer	6	8
Total	$ 1,617	$ 1,798

Securities - AFS Contractual Ma

Securities - AFS Contractual Maturities (Details) $ in Thousands	Mar. 31, 2017USD ($)
AFS, Amortized Cost, Rolling Maturity
Due in one year or less	$ 183,702
Due after one year through five years	96,478
Due after five years through ten years	45,582
Due after ten years	31,625
Total	357,387
Total amortized cost	736,195
AFS, Fair Value, Rolling Maturity
Due in one year or less	183,982
Due after one year through five years	98,454
Due after five years through ten years	47,102
Due after ten years	32,438
Total	361,976
Fair Value	735,283
Residential mortgage-backed Securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	211,934
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	209,673
Collateralized mortgage obligations
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	157,656
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	154,444
Commercial mortgage-backed Securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	9,218
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 9,190

Securities - HTM Contractual Ma

Securities - HTM Contractual Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
HTM, Amortized Cost, Rolling Maturities
Due in one year or less	$ 4,286
Due after one year through five years	3,325
Due after five years through ten years	26,290
Due after ten years	47,959
Total	81,860
Amortized cost	337,357	$ 351,831
HTM, Fair Value, Rolling Maturities
Due in one year or less	4,297
Due after one year through five years	3,348
Due after five years through ten years	25,618
Due after ten years	45,924
Total	79,187
Fair Value	331,387	345,088
Residential mortgage-backed Securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	18,717
Amortized cost	18,717	19,606
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	18,834
Fair Value	18,834	19,613
Collateralized mortgage obligations
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	205,176
Amortized cost	205,176	217,954
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	202,214
Fair Value	202,214	$ 214,710
Commercial mortgage-backed Securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	31,604
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 31,152

Securities - Additional Informa

Securities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Realized net gains from trading securities portfolio	$ 5.9	$ 5.7
Carrying amount of securities pledged	780.5		$ 695.1
Fair value of securities pledged	772.3		688.1
Hilltop Broker-Dealers
Realized net gains from trading securities portfolio	6.6	$ 5.6
NLC
Deposit with various state insurance departments	$ 9.2		$ 9.2

Non-Covered Loans and Allowan69

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Loans
Total loans	$ 5,783,853	$ 5,843,499
Allowance for loan losses	(55,157)	(54,186)
Non-covered loans, net	5,728,696	5,789,313
Noncovered
Loans
Total loans	5,783,853	5,843,499
Allowance for loan losses	(55,157)	(54,186)	$ (48,450)	$ (45,415)
Non-covered loans, net	5,728,696	5,789,313
Noncovered | Commercial and industrial
Loans
Total loans	1,655,945	1,696,453
Allowance for loan losses	(21,679)	(21,369)	(20,169)	(19,845)
Noncovered | Real estate
Loans
Total loans	2,852,245	2,816,767
Allowance for loan losses	(26,112)	(25,236)	(22,272)	(18,983)
Noncovered | Construction and land development
Loans
Total loans	767,798	786,850
Allowance for loan losses	(6,879)	(7,002)	(5,561)	(6,064)
Noncovered | Consumer
Loans
Total loans	42,656	41,352
Allowance for loan losses	(464)	(424)	(334)	(314)
Noncovered | Broker-dealer
Loans
Total loans	465,209	502,077
Allowance for loan losses	$ (23)	$ (155)	$ (114)	$ (209)

Non-Covered Loans and Allowan70

Non-Covered Loans and Allowance for Non-Covered Loan Losses - PCI Loans (Details) - PCI loans - Noncovered - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Carrying values and the outstanding contractual balances of the PCI loans
Carrying amount	$ 47,765		$ 51,432
Outstanding balance	63,716		67,988
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	13,116	$ 17,744
Reclassifications from nonaccretable difference, net	139	2,343
Accretion	(1,813)	(3,919)
Balance, end of period	11,442	$ 16,168
Nonaccretable difference	$ 20,600		$ 22,800

Non-Covered Loans and Allowan71

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Impaired loans
Days outstanding loans and leases receivable are generally considered past due	90 days
Noncovered
Non-covered impaired loans
Unpaid Contractual Principal balance	$ 107,382		$ 105,715
Recorded Investment with No Allowance	47,739		39,034
Recorded Investment with Allowance	23,417		30,123
Total Recorded Investment	71,156		69,157
Related Allowance	3,575		3,379
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	70,158	$ 84,479
Non-accrual loans
Non-accrual loans	27,044		22,745
Interest income recorded on accruing impaired loans	300	100
Noncovered | Secured
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	15,215	26,155
Non-accrual loans
Non-accrual loans	12,712		8,590
Noncovered | Unsecured
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	852	41
Non-accrual loans
Non-accrual loans	778		925
Noncovered | Secured by Commercial Properties
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	38,337	40,371
Non-accrual loans
Non-accrual loans	11,596		11,034
Noncovered | Secured by Residential Properties
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	11,436	12,524
Non-accrual loans
Non-accrual loans	1,074		1,197
Non-accrual loans held for sale	1,800		1,700
Noncovered | Residential Construction Loans
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	14	111
Non-accrual loans
Non-accrual loans			28
Noncovered | Commercial construction loans and land development
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	3,784	4,622
Non-accrual loans
Non-accrual loans	661		727
Noncovered | Consumer
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	520	$ 655
Non-accrual loans
Non-accrual loans	223		244
Noncovered | PCI loans
Non-accrual loans
Non-accrual loans	3,700		5,000
Noncovered | PCI loans
Non-covered impaired loans
Unpaid Contractual Principal balance	81,479		85,968
Recorded Investment with No Allowance	26,461		23,360
Recorded Investment with Allowance	21,304		28,072
Total Recorded Investment	47,765		51,432
Related Allowance	2,653		3,097
Noncovered | PCI loans | Secured
Non-covered impaired loans
Unpaid Contractual Principal balance	22,495		25,354
Recorded Investment with No Allowance	6,558		3,234
Recorded Investment with Allowance	1,455		5,438
Total Recorded Investment	8,013		8,672
Related Allowance	208		557
Noncovered | PCI loans | Unsecured
Non-covered impaired loans
Unpaid Contractual Principal balance	2,150
Noncovered | PCI loans | Secured by Commercial Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	35,756		38,005
Recorded Investment with No Allowance	10,459		11,097
Recorded Investment with Allowance	16,109		17,413
Total Recorded Investment	26,568		28,510
Related Allowance	1,873		1,907
Noncovered | PCI loans | Secured by Residential Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	13,256		13,606
Recorded Investment with No Allowance	8,414		7,401
Recorded Investment with Allowance	1,779		3,088
Total Recorded Investment	10,193		10,489
Related Allowance	181		200
Noncovered | PCI loans | Commercial construction loans and land development
Non-covered impaired loans
Unpaid Contractual Principal balance	4,983		5,780
Recorded Investment with No Allowance	1,030		1,391
Recorded Investment with Allowance	1,683		2,076
Total Recorded Investment	2,713		3,467
Related Allowance	326		377
Noncovered | PCI loans | Consumer
Non-covered impaired loans
Unpaid Contractual Principal balance	2,839		3,223
Recorded Investment with No Allowance			237
Recorded Investment with Allowance	278		57
Total Recorded Investment	278		294
Related Allowance	65		56
Noncovered | Loans excluding PCI Loans
Non-covered impaired loans
Unpaid Contractual Principal balance	25,903		19,747
Recorded Investment with No Allowance	21,278		15,674
Recorded Investment with Allowance	2,113		2,051
Total Recorded Investment	23,391		17,725
Related Allowance	922		282
Noncovered | Loans excluding PCI Loans | Secured
Non-covered impaired loans
Unpaid Contractual Principal balance	10,880		6,311
Recorded Investment with No Allowance	7,607		3,313
Recorded Investment with Allowance	1,452		1,372
Total Recorded Investment	9,059		4,685
Related Allowance	778		115
Noncovered | Loans excluding PCI Loans | Unsecured
Non-covered impaired loans
Unpaid Contractual Principal balance	817		946
Recorded Investment with No Allowance	778		925
Total Recorded Investment	778		925
Noncovered | Loans excluding PCI Loans | Secured by Commercial Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	11,949		10,134
Recorded Investment with No Allowance	11,596		10,000
Total Recorded Investment	11,596		10,000
Noncovered | Loans excluding PCI Loans | Secured by Residential Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	1,334		1,344
Recorded Investment with No Allowance	1,074		1,116
Total Recorded Investment	1,074		1,116
Noncovered | Loans excluding PCI Loans | Residential Construction Loans
Non-covered impaired loans
Unpaid Contractual Principal balance	15		28
Recorded Investment with No Allowance			28
Total Recorded Investment			28
Noncovered | Loans excluding PCI Loans | Commercial construction loans and land development
Non-covered impaired loans
Unpaid Contractual Principal balance	680		738
Recorded Investment with No Allowance			48
Recorded Investment with Allowance	661		679
Total Recorded Investment	661		727
Related Allowance	144		167
Noncovered | Loans excluding PCI Loans | Consumer
Non-covered impaired loans
Unpaid Contractual Principal balance	228		246
Recorded Investment with No Allowance	223		244
Total Recorded Investment	$ 223		$ 244

Non-Covered Loans and Allowan72

Non-Covered Loans and Allowance for Non-Covered Loan Losses - TDRs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)item	Mar. 31, 2016USD ($)item
AB Note | Minimum | PlainsCapital
TDRs, Non-covered loans
Number of loans into which a single loan is reconfigured | item	2
Noncovered | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | item	2	1
TDR at extension	$ 2,838	$ 1,196
TDR modification, end of period	$ 2,812	$ 1,196
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | item	1	1
TDR modifications, in which a payment was at least 30 days past due	$ 1,481	$ 1,084
TDR with payment at least 30 days past due	$ 1,470	$ 1,017
Noncovered | Secured | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | item	1	1
TDR at extension	$ 1,357	$ 1,196
TDR modification, end of period	$ 1,342	$ 1,196
Noncovered | Secured by Commercial Properties | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | item	1
TDR at extension	$ 1,481
TDR modification, end of period	$ 1,470
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | item	1	1
TDR modifications, in which a payment was at least 30 days past due	$ 1,481	$ 1,084
TDR with payment at least 30 days past due	$ 1,470	$ 1,017

Non-Covered Loans and Allowan73

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Aging (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	$ 5,783,853	$ 5,843,499
Noncovered
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	18,046	30,969
Current Loans	5,718,042	5,761,098
Total loans	5,783,853	5,843,499
Accruing Loans Past Due 90 Days or More	18	3,096
Noncovered | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	11,975	9,055
Noncovered | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,685	12,326
Noncovered | Financing Receivables, Equal to Greater than 90 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	4,386	9,588
Noncovered | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	47,765	51,432
Noncovered | Secured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	8,645	12,201
Current Loans	1,544,697	1,576,239
Total loans	1,561,355	1,597,112
Accruing Loans Past Due 90 Days or More	14	3,095
Noncovered | Secured | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	3,816	4,727
Noncovered | Secured | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,186	704
Noncovered | Secured | Financing Receivables, Equal to Greater than 90 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	3,643	6,770
Noncovered | Secured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	8,013	8,672
Noncovered | Unsecured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,814	1,506
Current Loans	92,776	97,835
Total loans	94,590	99,341
Accruing Loans Past Due 90 Days or More		1
Noncovered | Unsecured | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,814	596
Noncovered | Unsecured | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans		1
Noncovered | Unsecured | Financing Receivables, Equal to Greater than 90 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans		909
Noncovered | Secured by Commercial Properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	5,621	11,459
Current Loans	2,025,795	1,915,126
Total loans	2,057,984	1,955,095
Noncovered | Secured by Commercial Properties | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	5,489	550
Noncovered | Secured by Commercial Properties | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	54	9,417
Noncovered | Secured by Commercial Properties | Financing Receivables, Equal to Greater than 90 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	78	1,492
Noncovered | Secured by Commercial Properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	26,568	28,510
Noncovered | Secured by Residential Properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,021	1,236
Current Loans	783,047	849,947
Total loans	794,261	861,672
Noncovered | Secured by Residential Properties | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	602	506
Noncovered | Secured by Residential Properties | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	419	361
Noncovered | Secured by Residential Properties | Financing Receivables, Equal to Greater than 90 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans		369
Noncovered | Secured by Residential Properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	10,193	10,489
Noncovered | Residential Construction Loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans		28
Current Loans	136,354	128,624
Total loans	136,354	128,652
Noncovered | Residential Construction Loans | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans		28
Noncovered | Commercial construction loans and land development
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	685	4,332
Current Loans	628,046	650,399
Total loans	631,444	658,198
Noncovered | Commercial construction loans and land development | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	24	2,500
Noncovered | Commercial construction loans and land development | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans		1,784
Noncovered | Commercial construction loans and land development | Financing Receivables, Equal to Greater than 90 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	661	48
Noncovered | Commercial construction loans and land development | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	2,713	3,467
Noncovered | Consumer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	260	207
Current Loans	42,118	40,851
Total loans	42,656	41,352
Accruing Loans Past Due 90 Days or More	4
Noncovered | Consumer | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	230	176
Noncovered | Consumer | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	26	31
Noncovered | Consumer | Financing Receivables, Equal to Greater than 90 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	4
Noncovered | Consumer | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	278	294
Noncovered | Broker-dealer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Current Loans	465,209	502,077
Total loans	465,209	502,077
Noncovered | PrimeLending | U.S. Government Agencies
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Accruing Loans Past Due 90 Days or More	42,700	44,400
Unpaid principal balance loans past due 90 days or more	$ 43,500	$ 44,900

Non-Covered Loans and Allowan74

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Internal Risk Grades (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Internal risk grades of non-covered loans
Total loans	$ 5,783,853	$ 5,843,499
Noncovered
Internal risk grades of non-covered loans
Total loans	5,783,853	5,843,499
Noncovered | Pass
Internal risk grades of non-covered loans
Total loans	5,637,247	5,689,490
Noncovered | Special Mention
Internal risk grades of non-covered loans
Total loans	5,154	3,771
Noncovered | Substandard
Internal risk grades of non-covered loans
Total loans	93,687	98,806
Noncovered | Secured
Internal risk grades of non-covered loans
Total loans	1,561,355	1,597,112
Noncovered | Secured | Pass
Internal risk grades of non-covered loans
Total loans	1,495,445	1,531,895
Noncovered | Secured | Special Mention
Internal risk grades of non-covered loans
Total loans	853	72
Noncovered | Secured | Substandard
Internal risk grades of non-covered loans
Total loans	57,044	56,473
Noncovered | Unsecured
Internal risk grades of non-covered loans
Total loans	94,590	99,341
Noncovered | Unsecured | Pass
Internal risk grades of non-covered loans
Total loans	93,186	97,646
Noncovered | Unsecured | Substandard
Internal risk grades of non-covered loans
Total loans	1,404	1,695
Noncovered | Secured by Commercial Properties
Internal risk grades of non-covered loans
Total loans	2,057,984	1,955,095
Noncovered | Secured by Commercial Properties | Pass
Internal risk grades of non-covered loans
Total loans	2,001,976	1,888,231
Noncovered | Secured by Commercial Properties | Special Mention
Internal risk grades of non-covered loans
Total loans	975	3,693
Noncovered | Secured by Commercial Properties | Substandard
Internal risk grades of non-covered loans
Total loans	28,465	34,661
Noncovered | Secured by Residential Properties
Internal risk grades of non-covered loans
Total loans	794,261	861,672
Noncovered | Secured by Residential Properties | Pass
Internal risk grades of non-covered loans
Total loans	775,056	846,420
Noncovered | Secured by Residential Properties | Special Mention
Internal risk grades of non-covered loans
Total loans	3,321
Noncovered | Secured by Residential Properties | Substandard
Internal risk grades of non-covered loans
Total loans	5,691	4,763
Noncovered | Residential Construction Loans
Internal risk grades of non-covered loans
Total loans	136,354	128,652
Noncovered | Residential Construction Loans | Pass
Internal risk grades of non-covered loans
Total loans	136,354	128,624
Noncovered | Residential Construction Loans | Substandard
Internal risk grades of non-covered loans
Total loans		28
Noncovered | Commercial construction loans and land development
Internal risk grades of non-covered loans
Total loans	631,444	658,198
Noncovered | Commercial construction loans and land development | Pass
Internal risk grades of non-covered loans
Total loans	627,893	653,808
Noncovered | Commercial construction loans and land development | Substandard
Internal risk grades of non-covered loans
Total loans	838	923
Noncovered | Consumer
Internal risk grades of non-covered loans
Total loans	42,656	41,352
Noncovered | Consumer | Pass
Internal risk grades of non-covered loans
Total loans	42,128	40,789
Noncovered | Consumer | Special Mention
Internal risk grades of non-covered loans
Total loans	5	6
Noncovered | Consumer | Substandard
Internal risk grades of non-covered loans
Total loans	245	263
Noncovered | Broker-dealer
Internal risk grades of non-covered loans
Total loans	465,209	502,077
Noncovered | Broker-dealer | Pass
Internal risk grades of non-covered loans
Total loans	465,209	502,077
Noncovered | PCI loans
Internal risk grades of non-covered loans
Total loans	47,765	51,432
Noncovered | PCI loans | Secured
Internal risk grades of non-covered loans
Total loans	8,013	8,672
Noncovered | PCI loans | Secured by Commercial Properties
Internal risk grades of non-covered loans
Total loans	26,568	28,510
Noncovered | PCI loans | Secured by Residential Properties
Internal risk grades of non-covered loans
Total loans	10,193	10,489
Noncovered | PCI loans | Commercial construction loans and land development
Internal risk grades of non-covered loans
Total loans	2,713	3,467
Noncovered | PCI loans | Consumer
Internal risk grades of non-covered loans
Total loans	$ 278	$ 294

Non-Covered Loans and Allowan75

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Dec. 31, 2016
Changes in the allowance for loan losses
Balance, beginning of period	$ 54,186
Provision charged to (recapture from) operations operations	1,705	$ 3,407
Balance, end of period	55,157
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			$ 5,783,853	$ 5,843,499
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	54,186		55,157	54,186
Noncovered
Changes in the allowance for loan losses
Balance, beginning of period	54,186	45,415
Provision charged to (recapture from) operations operations	1,209	3,685
Loans charged off	(732)	(1,404)
Recoveries on charged off loans	494	754
Balance, end of period	55,157	48,450
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment			20,408	15,144
Loans collectively evaluated for impairment			5,715,680	5,776,923
Total loans			5,783,853	5,843,499
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance			922	282
Loans collectively evaluated for impairment, allowance			51,582	50,807
Total loans, allowance	54,186	45,415	55,157	54,186
Noncovered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	21,369	19,845
Provision charged to (recapture from) operations operations	475	1,016
Loans charged off	(605)	(1,350)
Recoveries on charged off loans	440	658
Balance, end of period	21,679	20,169
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment			8,719	4,508
Loans collectively evaluated for impairment			1,639,213	1,683,273
Total loans			1,655,945	1,696,453
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance			778	115
Loans collectively evaluated for impairment, allowance			20,693	20,697
Total loans, allowance	21,369	19,845	21,679	21,369
Noncovered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	25,236	18,983
Provision charged to (recapture from) operations operations	922	3,233
Loans charged off	(82)
Recoveries on charged off loans	36	56
Balance, end of period	26,112	22,272
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment			10,842	9,704
Loans collectively evaluated for impairment			2,804,642	2,768,064
Total loans			2,852,245	2,816,767
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance			24,058	23,129
Total loans, allowance	25,236	18,983	26,112	25,236
Noncovered | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period	7,002	6,064
Provision charged to (recapture from) operations operations	(112)	(503)
Loans charged off	(11)
Balance, end of period	6,879	5,561
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment			661	727
Loans collectively evaluated for impairment			764,424	782,656
Total loans			767,798	786,850
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance			144	167
Loans collectively evaluated for impairment, allowance			6,409	6,458
Total loans, allowance	7,002	6,064	6,879	7,002
Noncovered | Consumer
Changes in the allowance for loan losses
Balance, beginning of period	424	314
Provision charged to (recapture from) operations operations	56	32
Loans charged off	(34)	(52)
Recoveries on charged off loans	18	40
Balance, end of period	464	334
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment			186	205
Loans collectively evaluated for impairment			42,192	40,853
Total loans			42,656	41,352
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance			399	368
Total loans, allowance	424	314	464	424
Noncovered | Broker-dealer
Changes in the allowance for loan losses
Balance, beginning of period	155	209
Provision charged to (recapture from) operations operations	(132)	(93)
Loans charged off		(2)
Balance, end of period	23	114
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment			465,209	502,077
Total loans			465,209	502,077
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance			23	155
Total loans, allowance	155	$ 209	23	155
Noncovered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period	3,097
Balance, end of period	2,653
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			47,765	51,432
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	3,097		2,653	3,097
Noncovered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	557
Balance, end of period	208
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			8,013	8,672
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	557		208	557
Noncovered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	2,107
Balance, end of period	2,054
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			36,761	38,999
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	2,107		2,054	2,107
Noncovered | PCI loans | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period	377
Balance, end of period	326
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			2,713	3,467
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	377		326	377
Noncovered | PCI loans | Consumer
Changes in the allowance for loan losses
Balance, beginning of period	56
Balance, end of period	65
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			278	294
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 56		$ 65	$ 56

Covered Assets and Indemnific76

Covered Assets and Indemnification Asset - Indemnification Asset (Details) - PlainsCapital - FNB - Covered - USD ($) $ in Thousands	Sep. 13, 2013	Mar. 31, 2017
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	$ 240,400
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
Payment accrual based on the current aggregate estimate of realized losses		$ 14,900
Commercial Loan
Loans
Period of loss-sharing agreements in effect	5 years
Period of loss recovery provisions in effect	8 years
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 Indemnific77

Covered Assets and Indemnification Asset - Covered Loans Summary (Details) - USD ($) $ in Thousands	Sep. 13, 2013	Mar. 31, 2017	Dec. 31, 2016
Covered Loans
Allowance for covered loans		$ (753)	$ (413)
Total covered loans, net of allowance		234,681	255,714
Covered
Covered Loans
Total covered loans		235,434	256,127
Allowance for covered loans		(753)	(413)
Total covered loans, net of allowance		234,681	255,714
Covered | Commercial and industrial
Covered Loans
Total covered loans		2,022	2,697
Covered | Real estate
Covered Loans
Total covered loans		227,241	244,469
Covered | Construction and land development
Covered Loans
Total covered loans		$ 6,171	$ 8,961
Covered | Acquired loans
Loans
Fair value of loans acquired	$ 1,100,000
Carryover of the allowance for loan losses recorded	$ 0

Covered Assets and Indemnific78

Covered Assets and Indemnification Asset - Covered PCI Loans (Details) - Covered - PCI loans - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Carrying value and the outstanding contractual balance of the covered PCI loans
Carrying amount	$ 118,393		$ 133,754
Outstanding balance	240,801		266,098
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	143,731	$ 176,719
Reclassifications from nonaccretable difference, net	11,406	9,633
Transfer of loans to covered OREO	(118)	(109)
Accretion	(12,553)	(17,110)
Balance, end of period	142,466	$ 169,133
Nonaccretable difference	$ 66,600		$ 94,500

Covered Assets and Indemnific79

Covered Assets and Indemnification Asset - Impaired Loans (Details) - Covered - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Impaired loans
Unpaid Contractual Principal Balance	$ 311,560		$ 335,091
Recorded Investment with No Allowance	105,861		110,101
Recorded Investment with Allowance	16,709		27,572
Total Recorded Investment	122,570		137,673
Related Allowance	710		344
Average investment in covered impaired loans
Average investment	130,122	$ 214,062
Non-accrual loans
Non-accrual loans	3,678		3,836
Interest income recorded	100
Secured
Average investment in covered impaired loans
Average investment	1,023	5,509
Non-accrual loans
Non-accrual loans	52		52
Unsecured
Average investment in covered impaired loans
Average investment	236	1,786
Secured by Commercial Properties
Average investment in covered impaired loans
Average investment	48,965	92,941
Non-accrual loans
Non-accrual loans	302		730
Secured by Residential Properties
Average investment in covered impaired loans
Average investment	75,983	95,788
Non-accrual loans
Non-accrual loans	3,294		3,035
Residential Construction Loans
Average investment in covered impaired loans
Average investment		673
Commercial construction loans and land development
Average investment in covered impaired loans
Average investment	3,915	$ 17,365
Non-accrual loans
Non-accrual loans	30		19
PCI loans
Impaired loans
Unpaid Contractual Principal Balance	306,635		330,444
Recorded Investment with No Allowance	101,684		106,182
Recorded Investment with Allowance	16,709		27,572
Total Recorded Investment	118,393		133,754
Related Allowance	710		344
Non-accrual loans
Non-accrual loans	0		400
PCI loans | Secured
Impaired loans
Unpaid Contractual Principal Balance	5,350		10,579
Recorded Investment with No Allowance	537		1,024
Recorded Investment with Allowance	191		189
Total Recorded Investment	728		1,213
Related Allowance	7		13
PCI loans | Unsecured
Impaired loans
Unpaid Contractual Principal Balance	6,908		3,259
Recorded Investment with No Allowance	173		299
Total Recorded Investment	173		299
PCI loans | Secured by Commercial Properties
Impaired loans
Unpaid Contractual Principal Balance	130,869		143,934
Recorded Investment with No Allowance	29,355		26,415
Recorded Investment with Allowance	15,326		26,222
Total Recorded Investment	44,681		52,637
Related Allowance	578		271
PCI loans | Secured by Residential Properties
Impaired loans
Unpaid Contractual Principal Balance	142,319		148,384
Recorded Investment with No Allowance	69,043		73,240
Recorded Investment with Allowance	1,192		1,161
Total Recorded Investment	70,235		74,401
Related Allowance	125		60
PCI loans | Residential Construction Loans
Impaired loans
Unpaid Contractual Principal Balance	879		766
PCI loans | Commercial construction loans and land development
Impaired loans
Unpaid Contractual Principal Balance	20,310		23,522
Recorded Investment with No Allowance	2,576		5,204
Total Recorded Investment	2,576		5,204
Loans excluding PCI Loans
Impaired loans
Unpaid Contractual Principal Balance	4,925		4,647
Recorded Investment with No Allowance	4,177		3,919
Total Recorded Investment	4,177		3,919
Loans excluding PCI Loans | Secured
Impaired loans
Unpaid Contractual Principal Balance	52		52
Recorded Investment with No Allowance	52		52
Total Recorded Investment	52		52
Loans excluding PCI Loans | Secured by Commercial Properties
Impaired loans
Unpaid Contractual Principal Balance	392		396
Recorded Investment with No Allowance	302		310
Total Recorded Investment	302		310
Loans excluding PCI Loans | Secured by Residential Properties
Impaired loans
Unpaid Contractual Principal Balance	4,445		4,175
Recorded Investment with No Allowance	3,793		3,537
Total Recorded Investment	3,793		3,537
Loans excluding PCI Loans | Commercial construction loans and land development
Impaired loans
Unpaid Contractual Principal Balance	36		24
Recorded Investment with No Allowance	30		20
Total Recorded Investment	$ 30		$ 20

Covered Assets and Indemnific80

Covered Assets and Indemnification Asset - TDRs (Details) - Covered - item	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Recorded Investment in loans
Number of TDR loans granted	0	0
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due	0	0

Covered Assets and Indemnific81

Covered Assets and Indemnification Asset - Aging (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Covered Assets and Indemnification Asset
Total loans	$ 5,783,853	$ 5,843,499
Covered
Covered Assets and Indemnification Asset
Total Past Due Loans	6,078	6,777
Current Loans	110,963	115,596
Total loans	235,434	256,127
Accruing Loans Past Due 90 Days or More	44	173
Covered | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	3,426	3,622
Covered | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	1,182	1,580
Covered | Financing Receivables, Equal to Greater than 90 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	1,470	1,575
Covered | PCI loans
Covered Assets and Indemnification Asset
Total loans	118,393	133,754
Covered | Secured
Covered Assets and Indemnification Asset
Total Past Due Loans	96	102
Current Loans	1,025	1,083
Total loans	1,849	2,398
Accruing Loans Past Due 90 Days or More	44	44
Covered | Secured | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans		6
Covered | Secured | Financing Receivables, Equal to Greater than 90 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	96	96
Covered | Secured | PCI loans
Covered Assets and Indemnification Asset
Total loans	728	1,213
Covered | Unsecured
Covered Assets and Indemnification Asset
Total loans	173	299
Covered | Unsecured | PCI loans
Covered Assets and Indemnification Asset
Total loans	173	299
Covered | Secured by Commercial Properties
Covered Assets and Indemnification Asset
Total Past Due Loans	74	325
Current Loans	18,446	19,132
Total loans	63,201	72,094
Covered | Secured by Commercial Properties | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	74	96
Covered | Secured by Commercial Properties | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans		229
Covered | Secured by Commercial Properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	44,681	52,637
Covered | Secured by Residential Properties
Covered Assets and Indemnification Asset
Total Past Due Loans	5,895	6,335
Current Loans	87,910	91,639
Total loans	164,040	172,375
Accruing Loans Past Due 90 Days or More		129
Covered | Secured by Residential Properties | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	3,352	3,511
Covered | Secured by Residential Properties | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	1,182	1,345
Covered | Secured by Residential Properties | Financing Receivables, Equal to Greater than 90 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	1,361	1,479
Covered | Secured by Residential Properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	70,235	74,401
Covered | Commercial construction loans and land development
Covered Assets and Indemnification Asset
Total Past Due Loans	13	15
Current Loans	3,582	3,742
Total loans	6,171	8,961
Covered | Commercial construction loans and land development | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans		15
Covered | Commercial construction loans and land development | Financing Receivables, Equal to Greater than 90 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	13
Covered | Commercial construction loans and land development | PCI loans
Covered Assets and Indemnification Asset
Total loans	$ 2,576	$ 5,204

Covered Assets and Indemnific82

Covered Assets and Indemnification Asset - Internal Risk Grades (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Internal risk grades of covered loans in the portfolio
Total loans	$ 5,783,853	$ 5,843,499
Covered
Internal risk grades of covered loans in the portfolio
Total loans	235,434	256,127
Covered | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	118,393	133,754
Covered | Pass
Internal risk grades of covered loans in the portfolio
Total loans	106,591	111,432
Covered | Special Mention
Internal risk grades of covered loans in the portfolio
Total loans	453	461
Covered | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	9,997	10,480
Covered | Secured
Internal risk grades of covered loans in the portfolio
Total loans	1,849	2,398
Covered | Secured | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	728	1,213
Covered | Secured | Pass
Internal risk grades of covered loans in the portfolio
Total loans	543	592
Covered | Secured | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	578	593
Covered | Unsecured
Internal risk grades of covered loans in the portfolio
Total loans	173	299
Covered | Unsecured | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	173	299
Covered | Secured by Commercial Properties
Internal risk grades of covered loans in the portfolio
Total loans	63,201	72,094
Covered | Secured by Commercial Properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	44,681	52,637
Covered | Secured by Commercial Properties | Pass
Internal risk grades of covered loans in the portfolio
Total loans	17,210	17,996
Covered | Secured by Commercial Properties | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	1,310	1,461
Covered | Secured by Residential Properties
Internal risk grades of covered loans in the portfolio
Total loans	164,040	172,375
Covered | Secured by Residential Properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	70,235	74,401
Covered | Secured by Residential Properties | Pass
Internal risk grades of covered loans in the portfolio
Total loans	86,695	90,563
Covered | Secured by Residential Properties | Special Mention
Internal risk grades of covered loans in the portfolio
Total loans	453	461
Covered | Secured by Residential Properties | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	6,657	6,950
Covered | Commercial construction loans and land development
Internal risk grades of covered loans in the portfolio
Total loans	6,171	8,961
Covered | Commercial construction loans and land development | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	2,576	5,204
Covered | Commercial construction loans and land development | Pass
Internal risk grades of covered loans in the portfolio
Total loans	2,143	2,281
Covered | Commercial construction loans and land development | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	$ 1,452	$ 1,476

Covered Assets and Indemnific83

Covered Assets and Indemnification Asset - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Dec. 31, 2016
Changes in the allowance for loan losses
Balance, beginning of period	$ 54,186
Provision charged to (recapture from) operations operations	1,705	$ 3,407
Balance, end of period	55,157
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			$ 5,783,853	$ 5,843,499
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	54,186		55,157	54,186
Covered
Changes in the allowance for loan losses
Balance, beginning of period	413	1,532
Provision charged to (recapture from) operations operations	496	(278)
Loans charged off	(166)	(44)
Recoveries on charged off loans	10	7
Balance, end of period	753	1,217
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment			117,041	122,373
Total loans			235,434	256,127
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance			43	69
Total loans, allowance	413	1,532	753	413
Covered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	35	758
Provision charged to (recapture from) operations operations	(17)	(314)
Loans charged off	(6)	(6)
Recoveries on charged off loans	4
Balance, end of period	16	438
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment			1,121	1,185
Total loans			2,022	2,697
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance			9	22
Total loans, allowance	35	758	16	35
Covered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	378	774
Provision charged to (recapture from) operations operations	513	(23)
Loans charged off	(160)	(16)
Recoveries on charged off loans	5	7
Balance, end of period	736	742
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment			112,325	117,431
Total loans			227,241	244,469
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance			33	47
Total loans, allowance	378	774	736	378
Covered | Construction and land development
Changes in the allowance for loan losses
Provision charged to (recapture from) operations operations		59
Loans charged off		(22)
Recoveries on charged off loans	1
Balance, end of period	1	37
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment			3,595	3,757
Total loans			6,171	8,961
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance			1
Total loans, allowance	1	$ 37	1
Covered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period	344
Balance, end of period	710
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			118,393	133,754
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	344		710	344
Covered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	13
Balance, end of period	7
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			901	1,512
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	13		7	13
Covered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	331
Balance, end of period	703
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			114,916	127,038
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 331		703	331
Covered | PCI loans | Construction and land development
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans			$ 2,576	$ 5,204

Covered Assets and Indemnific84

Covered Assets and Indemnification Asset - Covered OREO (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Activity in covered OREO
Balance, beginning of period	$ 51,642	$ 99,090
Additions to covered OREO	1,723	4,542
Dispositions of covered OREO	(6,799)	(14,977)
Valuation adjustments in the period	(1,192)	(9,765)
Balance, end of period	$ 45,374	$ 78,890

Covered Assets and Indemnific85

Covered Assets and Indemnification Asset - FDIC Indemnification Asset (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Activity in the FDIC Indemnification Asset
Balance, beginning of period	$ 71,313	$ 91,648
FDIC Indemnification Asset accretion (amortization)	(3,949)	87
Transfers to due from FDIC and other	(19,424)	(11,213)
Balance, end of period	47,940	$ 80,522
FDIC, collections received	$ 140,300

Mortgage Servicing Rights (Deta

Mortgage Servicing Rights (Details) - MSR - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Change in fair value of mortgage servicing rights
Balance, beginning of year	$ 61,968	$ 52,285	$ 52,285
Additions	1,224	1,639
Sales	(17,499)
Changes in fair value: Due to changes in model inputs or assumptions	857	(12,842)
Changes in fair value: Due to customer payoffs	(977)	(1,219)
Balance, end of year	45,573	$ 39,863	61,968
Mortgage loans serviced for others	$ 3,789,523		$ 5,480,943
MSR asset as a percentage of serviced mortgage loans	1.20%		1.13%
Key Assumptions
Weighted average constant prepayment rate (as a percent)	10.45%		10.47%
Weighted average discount rate (as a percent)	11.14%		10.95%
Weighted average life	7 years		6 years 10 months 24 days

Mortgage Servicing Rights - Sen

Mortgage Servicing Rights - Sensitivity Analysis (Details) - MSR - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Sensitivity analysis
Constant prepayment rate: Impact of 10% adverse change	$ (1,648)		$ (2,297)
Constant prepayment rate: Impact of 20% adverse change	(3,235)		(4,471)
Discount rate: Impact of 10% adverse change	(1,895)		(2,539)
Discount rate: Impact of 20% adverse change	(3,641)		$ (4,882)
Contractually specified servicing fees, late fees and ancillary fees	$ 6,500	$ 5,900

Deposits (Details)

Deposits (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Deposits
Noninterest-bearing demand	$ 2,272,905	$ 2,199,483
Interest-bearing:
NOW accounts	1,224,157	1,252,832
Money market	1,891,500	1,626,218
Brokered - money market	125,205	125,272
Demand	389,376	384,847
Savings	239,743	279,911
Time	1,166,383	1,145,859
Brokered - time	20,593	49,389
Total deposits	$ 7,329,862	$ 7,063,811

Short-term Borrowings (Details)

Short-term Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Short-term borrowings
Short-term borrowings	$ 753,777		$ 1,417,289
Hilltop Broker-Dealers
Short-term borrowings
Weighted average interest rate (as a percent)	1.84%		1.59%
Federal funds purchased.
Short-term borrowings
Short-term borrowings	$ 112,350		$ 87,125
Securities sold under agreement to repurchase.
Short-term borrowings
Short-term borrowings	364,927		195,164
FHLB notes
Short-term borrowings
Short-term borrowings	150,000		$ 1,000,000
Average balance during the period	$ 180,000	$ 234,341
Average interest rate during the period (as a percent)	0.61%	0.44%
Average interest rate at end of period (as a percent)	0.90%		0.55%
FHLB notes | Maximum
Short-term borrowings
Maturity term of debt	365 days
Short-term bank loans.
Short-term borrowings
Short-term borrowings	$ 126,500		$ 135,000
Federal funds purchased and securities sold under agreements to repurchase.
Short-term borrowings
Average balance during the period	$ 386,624	$ 329,392
Average interest rate during the period (as a percent)	0.76%	0.49%
Average interest rate at end of period (as a percent)	0.69%		0.42%
Carrying value	$ 371,859		$ 209,877
Estimated fair value	$ 379,390		$ 206,641

Notes Payable (Details)

Notes Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument
Notes payable	$ 324,701	$ 317,912
Senior Notes due April 2025
Debt Instrument
Notes payable	148,346	148,311
Unamortized discount	1,654	1,689
FHLB notes
Debt Instrument
Notes payable	102,194	102,596
Unamortized premium	572	627
Insurance company note payable due March 2035
Debt Instrument
Notes payable	20,000	20,000
NLIC note payable due May 2033
Debt Instrument
Notes payable	10,000	10,000
NLIC note payable due September 2033
Debt Instrument
Notes payable	10,000	10,000
ASIC note payable due April 2034
Debt Instrument
Notes payable	7,500	7,500
Insurance company line of credit due December 31, 2017
Debt Instrument
Notes payable	3,000	3,000
Ventures line of credit due August 2017
Debt Instrument
Notes payable	17,952	$ 16,505
Mutual line of credit due October 2017
Debt Instrument
Notes payable	$ 5,709

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Taxes
Effective income tax rate (as a percent)	36.40%	33.80%

Commitments and Contingencies92

Commitments and Contingencies (Details) $ in Thousands, shares in Millions	Sep. 13, 2013USD ($)item	Mar. 31, 2017USD ($)shares	Mar. 31, 2016USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Reserve for Indemnification Liability:
FDIC, collections received		$ 140,300
Representation and Warranty Claims
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period		40,669	$ 57,298
Claims made		8,379	4,548
Claims resolved with no payment		(8,098)	(6,115)
Repurchases		(1,461)	(1,157)
Indemnification payments		(244)	(372)
Balance, end of period		39,245	54,202
Reserve for Indemnification Liability:
Total		40,669	57,298	$ 39,245	$ 40,669
Indemnification Agreement
Commitments and Contingencies
Provision for indemnification losses		800	900
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period		18,239	16,640
Additions for new sales		847	878
Repurchases		(102)	(112)
Early payment defaults		(69)	(90)
Indemnification payments		(42)	(169)
Change in estimate		79
Balance, end of period		18,952	17,147
Reserve for Indemnification Liability:
Specific claims				1,751	1,661
Incurred but not reported claims				17,201	16,578
Total		$ 18,239	$ 16,640	18,952	$ 18,239
Shareholder Class Action Lawsuits
Commitments and Contingencies
Number of shares of SWS common stock held by purported shareholders | shares		5.2
PlainsCapital | FNB | Covered
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
Payment accrual based on the current aggregate estimate of realized losses				$ 14,900
Percentage of initial estimate of losses under loss sharing agreement		80.00%
Amount of initial estimate of losses under loss sharing agreement		$ 240,400
Covered net losses billed to the FDIC		$ 175,400
Percentage of covered net losses reimbursable under the loss-share agreements		80.00%
Amount of covered net losses reimbursable under the loss-share agreements		$ 140,300
FDIC, collections received		$ 140,300
PlainsCapital | 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
PlainsCapital | 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

Financial Instruments with Of93

Financial Instruments with Off-Balance Sheet Risk (Details) $ in Millions	Mar. 31, 2017USD ($)
Unused commitments to extend credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 1,900
Standby letters of credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 32.7

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stock based compensation
Compensation expense	$ 2,700	$ 2,300
RSUs
Stock based compensation
Vested RSUs which require deferral of share settlement and statutory tax obligations	8,247
Number of shares outstanding
Balance at the beginning of the period ( in shares)	1,456,000
Granted (in shares)	228,000
Vested/Released (in shares)	(151,000)
Forfeited (in shares)	(37,000)
Balance at the end of the period ( in shares)	1,496,000
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 19.83
Grant date fair value (in dollars per share)	28.15
Vested/Released (in dollars per share)	23.38
Forfeited (in dollars per share)	24.36
Balance at the end of the period (in dollars per share)	$ 20.63
Restricted Stock Awards
Stock based compensation
Unrecognized compensation expense	$ 27
Weighted average period for unrecognized compensation expense (in years)	4 months 21 days
Number of shares outstanding
Balance at the beginning of the period ( in shares)	4,000
Balance at the end of the period ( in shares)	4,000
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 19.95
Balance at the end of the period (in dollars per share)	$ 19.95
RSUs and RSAs
Stock based compensation
Vested/Released number of shares withheld to satisfy employee statutory tax obligations (in shares)	29,727
2012 Plan
Stock based compensation
Number of awards approved for grant (in shares)	4,000,000
Common stock remaining available for issuance (in shares)	1,769,625
2012 Plan | RSUs
Stock based compensation
Number of awards subject to time-based vesting (in shares)	1,191,893
Number of awards vesting upon achievement of performance goals (in shares)	303,800
Vesting period	3 years
Performance period	3 years
Unrecognized compensation expense	$ 16,300
Weighted average period for unrecognized compensation expense (in years)	1 year 6 months 15 days
2012 Plan | Board of Directors
Stock based compensation
Common shares granted to members of board of directors as compensation for director services	3,513	5,516
2012 Plan | Certain Executives and Key Employees | RSUs
Stock based compensation
Number of awards subject to time-based vesting (in shares)	121,449
Number of awards vesting upon achievement of performance goals (in shares)	89,439
Performance period	3 years
Number of shares outstanding
Granted (in shares)	210,888

Regulatory Matters - Minimum Ca

Regulatory Matters - Minimum Capital Requirements (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
PlainsCapital
Tier 1 capital (to average assets)
Actual Amount	$ 1,125,727	$ 1,108,484
Actual Ratio (as a percent)	13.09%	12.35%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	4.00%	4.00%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	4.00%	4.00%
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	$ 1,125,727	$ 1,108,484
Actual Ratio (as a percent)	15.50%	14.64%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	5.75%	5.125%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	7.00%	7.00%
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent)	6.50%	6.50%
Tier 1 capital (to risk-weighted assets)
Actual Amount	$ 1,125,727	$ 1,108,484
Actual Ratio (as a percent)	15.50%	14.64%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	7.25%	6.625%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	8.50%	8.50%
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent)	8.00%	8.00%
Total capital (to risk-weighted assets)
Actual Amount	$ 1,183,495	$ 1,164,767
Actual Ratio (as a percent)	16.30%	15.38%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	9.25%	8.625%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	10.50%	10.50%
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent)	10.00%	10.00%
Hilltop
Tier 1 capital (to average assets)
Actual Amount	$ 1,654,189	$ 1,652,101
Actual Ratio (as a percent)	13.98%	13.51%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	4.00%	4.00%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	4.00%	4.00%
Common equity Tier 1 capital (to risk weighted assets)
Actual Amount	$ 1,604,840	$ 1,602,400
Actual Ratio (as a percent)	19.03%	18.30%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	5.75%	5.125%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	7.00%	7.00%
Tier 1 capital (to risk-weighted assets)
Actual Amount	$ 1,654,189	$ 1,652,101
Actual Ratio (as a percent)	19.62%	18.87%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	7.25%	6.625%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	8.50%	8.50%
Total capital (to risk-weighted assets)
Actual Amount	$ 1,696,330	$ 1,693,240
Actual Ratio (as a percent)	20.12%	19.34%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)	9.25%	8.625%
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent)	10.50%	10.50%

Regulatory Matters - Net Capita

Regulatory Matters - Net Capital Position, Broker-Dealers (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Net Capital
Amount required to be segregated in cash and securities for the benefit of customers	$ 166,395	$ 180,993
Hilltop Securities
Net Capital
Net capital	158,331
Less required net capital	9,267
Excess net capital	$ 149,064
Net capital as a percentage of aggregate debit items	34.20%
Net capital in excess of 5% aggregate debt items	$ 135,164
Amount required to be segregated in cash and securities for the benefit of customers	166,400	$ 181,000
HTS Independent Network
Net Capital
Net capital	3,080
Less required net capital	250
Excess net capital	$ 2,830

Regulatory Matters - Insurance

Regulatory Matters - Insurance Subsidiaries (Details) - Texas Department of Insurance - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
NLIC
Insurance
Capital and surplus	$ 131,987		$ 131,328
Statutory net income	636	$ 3,557
ASIC
Insurance
Capital and surplus	31,369		$ 30,462
Statutory net income	$ 832	$ 852

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Apr. 25, 2017	Jun. 30, 2016
Stockholders' Equity
Dividend declared per share		$ 0.06
Repurchase common stock authorized amount			$ 50,000
Repurchase and retirement of common stock	$ 7,205
Repurchased and retired (in shares)	261,608
Repurchased and retired, average (per share)	$ 27.52

Derivative Financial Instrume99

Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Not Designated as Hedging Instrument | PrimeLending
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	$ 700	$ 12,500
Not Designated as Hedging Instrument | PlainsCapital
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	100	(500)
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	6,300	$ 6,900
Interest Rate Lock Commitments
Derivative financial instruments
Notional Amount	1,427,763		$ 944,550
Estimated Fair Value	40,911		23,269
Customer-based written options
Derivative financial instruments
Notional Amount	2,223
Estimated Fair Value	97
Customer-based purchased options
Derivative financial instruments
Notional Amount	2,223
Estimated Fair Value	(97)
Commitments to Purchase MBSs
Derivative financial instruments
Notional Amount	3,567,436		3,616,922
Estimated Fair Value	14,090		(1,155)
Commitments to Sell MBSs
Derivative financial instruments
Notional Amount	5,881,086		5,609,250
Estimated Fair Value	(18,960)		(532)
Commitments to Sell MBSs | PrimeLending
Derivative financial instruments
Cash collateral advanced to offset net derivative liability	6,100		19,100
Interest Rate Swap and Swaptions
Derivative financial instruments
Notional Amount	32,239		32,452
Estimated Fair Value	(159)		(283)
U.S. Treasury bond futures and options
Derivative financial instruments
Notional Amount	206,000		297,000
U.S. Treasury bond futures and options | PrimeLending
Derivative financial instruments
Cash collateral advanced to offset net derivative liability	$ 3,200		$ 3,200

Balance Sheet Offsetting - Asse

Balance Sheet Offsetting - Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Reverse repurchase agreements:
Net Amounts of Assets Presented in the Balance Sheet	$ 113,228	$ 89,430
Total
Gross Amounts of Recognized Assets	1,635,066	1,546,865
Gross Amounts Offset in the Balance Sheet		(3,893)
Net Amounts of Assets Presented in the Balance Sheet	1,635,066	1,542,972
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,582,144)	(1,484,045)
Net Amount	52,922	58,927
Institutional counterparties
Securities borrowed:
Gross Amounts of Recognized Assets	1,507,651	1,436,069
Net Amounts of Assets Presented in the Balance Sheet	1,507,651	1,436,069
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,454,971)	(1,385,664)
Net Amount	52,680	50,405
Interest Rate Options | Customer counterparties
Derivatives:
Gross Amounts of Recognized Assets	97
Net Amounts of Assets Presented in the Balance Sheet	97
Gross Amounts Not Offset in the Balance Sheet
Net Amount	97
Reverse repurchase agreements | Institutional counterparties
Reverse repurchase agreements:
Gross Amounts of Recognized Assets	113,228	89,430
Net Amounts of Assets Presented in the Balance Sheet	113,228	89,430
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(113,083)	(89,369)
Net Amount	145	61
Forward MBS Derivatives | Institutional counterparties
Derivatives:
Gross Amounts of Recognized Assets	14,090	21,366
Gross Amounts Offset in the Balance Sheet		(3,893)
Net Amounts of Assets Presented in the Balance Sheet	14,090	17,473
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(14,090)	(9,012)
Net Amount	$ 0	$ 8,461

Balance Sheet Offsetting - Liab

Balance Sheet Offsetting - Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Total
Gross Amounts of Recognized Liabilities	$ 1,760,995	$ 1,498,296
Gross Amounts Offset in the Balance Sheet	(284)	(14)
Net Amounts of Liabilities Presented in the Balance Sheet	1,760,711	1,498,282
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,704,802)	(1,455,191)
Net Amount	55,909	43,091
Institutional counterparties
Securities loaned:
Gross Amounts of Recognized Liabilities	1,376,568	1,283,676
Net Amounts of Liabilities Presented in the Balance Sheets	1,376,568	1,283,676
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,326,373)	(1,237,868)
Net Amount	50,195	45,808
Institutional counterparties | Interest Rate Swap and Swaptions
Derivatives:
Gross Amounts of Recognized Liabilities	185	297
Gross Amounts Offset in the Balance Sheet	(26)	(14)
Net Amounts of Liabilities Presented in the Balance Sheet	159	283
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(3,000)	(3,000)
Net Amount	(2,841)	(2,717)
Institutional counterparties | Repurchase agreements
Repurchase agreements:
Gross Amounts of Recognized Liabilities	213,344	39,970
Net Amounts of Liabilities Presented in the Balance Sheet	213,344	39,970
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(213,344)	(39,970)
Net Amount	0	0
Institutional counterparties | Forward MBS Derivatives
Derivatives:
Gross Amounts of Recognized Liabilities	19,218	19,159
Gross Amounts Offset in the Balance Sheet	(258)
Net Amounts of Liabilities Presented in the Balance Sheet	18,960	19,159
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(10,502)	(19,159)
Net Amount	8,458	0
Institutional counterparties | Interest Rate Options
Derivatives:
Gross Amounts of Recognized Liabilities	97
Net Amounts of Liabilities Presented in the Balance Sheet	97
Gross Amounts Not Offset in the Balance Sheet
Net Amount	97
Customer counterparties | Repurchase agreements
Repurchase agreements:
Gross Amounts of Recognized Liabilities	151,583	155,194
Net Amounts of Liabilities Presented in the Balance Sheet	151,583	155,194
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(151,583)	(155,194)
Net Amount	$ 0	$ 0

Balance Sheet Offsetting - Secu

Balance Sheet Offsetting - Secured Borrowings (Details) $ in Thousands	Mar. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Number of repurchase-to-maturity transactions outstanding | item	0	0
Total borrowings	$ 1,741,495	$ 1,478,840
Gross amount of recognized liabilities for repurchase agreements and securities lending in offsetting disclosure above	1,741,495	1,478,840
Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	1,580,746	1,478,840
Maturity up to 30 days
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	160,749
US Treasury and agency securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	204,178	195,164
US Treasury and agency securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	204,178	195,164
Assets-backed securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	160,749
Assets-backed securities | Maturity up to 30 days
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	160,749
Corporate securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	9,149	14,816
Corporate securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	9,149	14,816
Equity securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	1,367,419	1,268,860
Equity securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	$ 1,367,419	$ 1,268,860

Broker-Dealer and Clearing O103

Broker-Dealer and Clearing Organization Receivables and Payables (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Receivables:
Securities borrowed	$ 1,507,651	$ 1,436,069
Securities failed to deliver	29,985	33,834
Trades in process of settlements	22,357	10,223
Other	14,038	17,615
Total receivables	1,574,031	1,497,741
Payables:
Securities loaned	1,376,568	1,283,676
Correspondents	35,165	31,040
Securities failed to receive	25,805	31,724
Other	10	688
Total Payables	$ 1,437,548	$ 1,347,128

Reserves for Losses and Loss104

Reserves for Losses and Loss Adjustment Expenses - Reserve (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Information regarding of the reserve for unpaid losses and loss adjustment expenses
Reserve for unpaid losses and allocated LAE balance, net	$ 28,544	$ 25,203
Reinsurance recoverables on unpaid losses	5,118	9,434
Unallocated LAE	1,158	1,189
Reserve for unpaid losses and LAE balance, gross	$ 34,820	$ 35,826

Reserves for Losses and Loss105

Reserves for Losses and Loss Adjustment Expenses - Activity (Details) $ in Thousands	Mar. 31, 2017USD ($)claim	Dec. 31, 2016USD ($)
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 474,672
Total incurred	503,121
All outstanding reserves prior to 2012, net of reinsurance	95
Reserve for unpaid losses and allocated LAE, net of reinsurance	28,544	$ 25,203
2,012
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	112,346
Total incurred	114,598
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 35
Cumulative Number of Reported Claims | claim	16,675
2,013
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 109,976
Total incurred	111,085
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 57
Cumulative Number of Reported Claims | claim	15,753
2,014
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 82,172
Total incurred	84,206
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 287
Cumulative Number of Reported Claims | claim	13,175
2,015
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 83,679
Total incurred	88,447
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 2,525
Cumulative Number of Reported Claims | claim	14,915
2,016
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 77,056
Total incurred	86,940
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 6,018
Cumulative Number of Reported Claims | claim	21,504
2,017
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 9,443
Total incurred	17,845
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 2,437
Cumulative Number of Reported Claims | claim	3,999

Reinsurance Activity - Credit R

Reinsurance Activity - Credit Risk (Details) $ in Thousands	Mar. 31, 2017USD ($)
Reinsurance Activity
Balances due from Companies	$ 10,800
Allowance for uncollectible accounts	$ 0

Reinsurance Activity - Effects

Reinsurance Activity - Effects of Reinsurance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earned
Net premiums, Earned	$ 36,140	$ 39,733
Effect of reinsurance on incurred losses
Net loss and LAE incurred	21,700	21,959
Property and casualty
Written
Premiums from direct business	35,795	39,079
Reinsurance assumed	2,869	2,679
Reinsurance ceded	(3,213)	(3,498)
Net premiums, Written	35,451	38,260
Earned
Premiums from direct business	37,198	40,886
Reinsurance assumed	2,818	2,669
Reinsurance ceded	(3,876)	(3,822)
Net premiums, Earned	36,140	39,733
Effect of reinsurance on incurred losses
Loss and LAE incurred	22,302	23,489
Reinsurance recoverables	(602)	(1,530)
Net loss and LAE incurred	$ 21,700	$ 21,959

Reinsurance Activity - Coverage

Reinsurance Activity - Coverage (Details) - Catastrophic coverage $ in Millions	Jan. 01, 2017USD ($)	Mar. 31, 2017USD ($)item
First layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract		$ 17
Reinsurance retention amount		8
Second layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract		25
Reinsurance coverage in losses per event		25
Third layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract		25
Reinsurance coverage in losses per event		50
Fourth layer of protection
Reinsurance activity
Loss amount covered under reinsurance contract		50
Reinsurance coverage in losses per event		75
ASIC
Reinsurance activity
Loss amount covered under reinsurance contract		6.5
Reinsurance retention amount		1.5
NLIC
Reinsurance activity
Reinsurance retention amount		$ 8
NLC
Reinsurance activity
Aggregate coverage in excess of retention for sub-catastrophic event	$ 10
Participation threshold of aggregate coverage	$ 1
Number of layers of protection under reinsurance | item		4
NLIC and ASIC
Reinsurance activity
Number of catastrophe that could be experienced with limited retention | item		1
NLIC and ASIC | Maximum
Reinsurance activity
Reinsurance retention amount		$ 8

Segment and Related Informat109

Segment and Related Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)segment	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Information about the revenues, operating results, goodwill and assets
Number of reportable segments | segment	4
Net interest income (expense)	$ 92,100	$ 93,840
Provision for loan losses	1,705	3,407
Noninterest income	271,439	277,375
Noninterest expense	320,492	325,189
Income before income taxes	41,342	42,619
Goodwill	251,808		$ 251,808
Total assets	12,338,427		12,738,062
Operating segment | Banking
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	82,082	86,104
Provision for loan losses	1,837	3,500
Noninterest income	12,411	12,956
Noninterest expense	60,814	64,348
Income before income taxes	31,842	31,212
Goodwill	207,741		207,741
Total assets	8,946,648		9,527,518
Operating segment | Broker-Dealer
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	8,488	7,051
Provision for loan losses	(132)	(93)
Noninterest income	82,551	80,882
Noninterest expense	81,657	84,261
Income before income taxes	9,514	3,765
Goodwill	7,008		7,008
Total assets	2,968,943		2,777,849
Operating segment | Mortgage Origination
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	(1,882)	(2,569)
Noninterest income	143,638	146,338
Noninterest expense	131,838	134,671
Income before income taxes	9,918	9,098
Goodwill	13,071		13,071
Total assets	1,568,276		2,042,458
Operating segment | Insurance Segment
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	516	740
Noninterest income	38,311	41,804
Noninterest expense	37,013	36,375
Income before income taxes	1,814	6,169
Goodwill	23,988		23,988
Total assets	345,651		347,252
Corporate
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	(2,535)	(1,714)
Noninterest income	1	1
Noninterest expense	9,387	5,849
Income before income taxes	(11,921)	(7,562)
Total assets	2,066,185		2,032,749
All Other and Eliminations.
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	5,431	4,228
Noninterest income	(5,473)	(4,606)
Noninterest expense	(217)	(315)
Income before income taxes	175	$ (63)
Total assets	$ (3,557,276)		$ (3,989,764)

Earnings per Common Share (Deta

Earnings per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Basic earnings per share:
Income applicable to Hilltop common stockholders	$ 26,434	$ 27,567
Less: income applicable to participating shares	(1)	(125)
Net earnings available to Hilltop common stockholders	$ 26,433	$ 27,442
Weighted average shares outstanding - basic	98,441	98,153
Basic earnings per common share (in dollars per share)	$ 0.27	$ 0.28
Diluted earnings per share:
Income applicable to Hilltop common stockholders	$ 26,434	$ 27,567
Weighted average shares outstanding - basic	98,441	98,153
Effect of potentially dilutive securities (in shares)	316	516
Weighted average shares outstanding - diluted	98,757	98,669
Diluted earnings per common share (in dollars per share)	$ 0.27	$ 0.28

Subsequent Event (Details)

Subsequent Event (Details) $ in Millions	1 Months Ended
	Jun. 30, 2017USD ($)
Insurance company note payable due March 2035 | Subsequent Event | Forecast
Subsequent event
Repayment of debt	$ 20

Schedule I _ Insurance Incur112

Schedule I – Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net Of Reinsurance (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)claim	Dec. 31, 2016USD ($)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,017	$ 503,121
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,017	474,672
All outstanding reserves prior to 2012, net of reinsurance	95
Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance	28,544	$ 25,203
2,012
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,012	107,873
2,013	108,753
2,014	114,031
2,015	114,067
2,016	114,517
2,017	114,598
Total of incurred but not reported reserves plus expected development on reported claims	$ 35
Cumulative Number of Reported Claims | claim	16,675
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,012	$ 89,603
2,013	101,968
2,014	107,126
2,015	110,782
2,016	112,062
2,017	112,346
2,013
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,013	107,793
2,014	108,951
2,015	111,006
2,016	111,011
2,017	111,085
Total of incurred but not reported reserves plus expected development on reported claims	$ 57
Cumulative Number of Reported Claims | claim	15,753
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,013	$ 94,238
2,014	104,938
2,015	108,099
2,016	109,662
2,017	109,976
2,014
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,014	83,784
2,015	85,037
2,016	84,221
2,017	84,206
Total of incurred but not reported reserves plus expected development on reported claims	$ 287
Cumulative Number of Reported Claims | claim	13,175
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,014	$ 70,831
2,015	79,713
2,016	81,684
2,017	82,172
2,015
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,015	89,646
2,016	88,477
2,017	88,447
Total of incurred but not reported reserves plus expected development on reported claims	$ 2,525
Cumulative Number of Reported Claims | claim	14,915
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,015	$ 71,820
2,016	82,940
2,017	83,679
2,016
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,016	84,771
2,017	86,940
Total of incurred but not reported reserves plus expected development on reported claims	$ 6,018
Cumulative Number of Reported Claims | claim	21,504
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,016	$ 71,543
2,017	77,056
2,017
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,017	17,845
Total of incurred but not reported reserves plus expected development on reported claims	$ 2,437
Cumulative Number of Reported Claims | claim	3,999
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,017	$ 9,443