Hilltop (HTH) 10-K 15 Feb 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Feb. 15, 2018	Jun. 30, 2017
Document and Entity Information
Entity Registrant Name	Hilltop Holdings Inc.
Entity Central Index Key	1,265,131
Trading Symbol	hth
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1,950
Entity Common Stock, Shares Outstanding		95,987,840

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Assets
Cash and due from banks	$ 486,977	$ 669,357
Federal funds sold	405	21,407
Securities purchased under agreements to resell	186,537	89,430
Assets segregated for regulatory purposes	186,578	180,993
Securities:
Trading, at fair value	730,685	265,534
Available for sale, at fair value (amortized cost of $767,946 and $598,198, respectively)	765,560	598,007
Held to maturity, at amortized cost (fair value of $349,939 and $345,088, respectively)	355,849	351,831
Total securities	1,852,094	1,215,372
Loans held for sale	1,715,357	1,795,463
Non-covered loans, net of unearned income	6,273,669	5,843,499
Allowance for non-covered loan losses	(60,957)	(54,186)
Non-covered loans, net	6,212,712	5,789,313
Covered loans, net of allowance of $2,729 and $413, respectively	179,400	255,714
Broker-dealer and clearing organization receivables	1,464,378	1,497,741
Premises and equipment, net	177,577	190,361
FDIC indemnification asset	29,340	71,313
Covered other real estate owned	36,744	51,642
Other assets	549,447	613,453
Goodwill	251,808	251,808
Other intangible assets, net	36,432	44,695
Total assets	13,365,786	12,738,062
Deposits:
Noninterest-bearing	2,411,849	2,199,483
Interest-bearing	5,566,270	4,864,328
Total deposits	7,978,119	7,063,811
Broker-dealer and clearing organization payables	1,287,563	1,347,128
Short-term borrowings	1,206,424	1,417,289
Securities sold, not yet purchased, at fair value	232,821	153,889
Notes payable	208,809	317,912
Junior subordinated debentures	67,012	67,012
Other liabilities	470,231	496,501
Total liabilities	11,450,979	10,863,542
Commitments and contingencies (see Notes 18 and 19)
Hilltop stockholders' equity:
Common stock, $0.01 par value, 125,000,000 shares authorized; 95,982,184 and 98,543,774 shares issued and outstanding at December 31, 2017 and 2016, respectively	960	985
Additional paid-in capital	1,526,369	1,572,877
Accumulated other comprehensive income (loss)	(394)	485
Retained earnings	384,545	295,568
Deferred compensation employee stock trust, net	848	903
Employee stock trust (11,672 and 15,492 shares, at cost, respectively)	(247)	(309)
Total Hilltop stockholders' equity	1,912,081	1,870,509
Noncontrolling interests	2,726	4,011
Total stockholders' equity	1,914,807	1,874,520
Total liabilities and stockholders' equity	$ 13,365,786	$ 12,738,062

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
CONSOLIDATED BALANCE SHEETS
Available for sale, amortized cost	$ 767,946	$ 598,198
Held to maturity, fair value	349,939	345,088
Covered loans, allowance	$ 2,729	$ 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	95,982,184	98,543,774
Common stock, shares outstanding	95,982,184	98,543,774
Employee stock trust, shares	11,672	15,492

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Interest income:
Loans, including fees	$ 411,988	$ 389,637	$ 390,359
Securities borrowed	41,048	29,518	41,051
Securities:
Taxable	36,472	26,233	26,584
Tax-exempt	5,807	6,222	6,628
Other	11,841	4,344	5,216
Total interest income	507,156	455,954	469,838
Interest expense:
Deposits	24,695	15,843	15,523
Securities loaned	32,337	22,510	29,893
Short-term borrowings	13,751	5,803	4,574
Notes payable	10,931	10,849	8,143
Junior subordinated debentures	3,016	2,676	2,401
Other	678	742	721
Total interest expense	85,408	58,423	61,255
Net interest income	421,748	397,531	408,583
Provision for loan losses	14,271	40,620	12,715
Net interest income after provision for loan losses	407,477	356,911	395,868
Noninterest income:
Net gains from sale of loans and other mortgage production income	538,468	606,991	519,103
Mortgage loan origination fees	93,944	96,267	77,708
Securities commissions and fees	156,464	157,906	160,660
Investment and securities advisory fees and commissions	109,920	115,992	115,932
Net insurance premiums earned	142,298	155,545	162,082
Bargain purchase gain			81,289
Other	163,970	154,264	110,868
Total noninterest income	1,205,064	1,286,965	1,227,642
Noninterest expense:
Employees' compensation and benefits	816,994	834,113	765,887
Occupancy and equipment, net	113,943	109,418	119,653
Professional services	101,521	128,176	107,107
Loss and loss adjustment expenses	94,701	89,243	99,066
Other	242,096	251,521	248,303
Total noninterest expense	1,369,255	1,412,471	1,340,016
Income before income taxes	243,286	231,405	283,494
Income tax expense	110,142	83,461	70,915
Net income	133,144	147,944	212,579
Less: Net income attributable to noncontrolling interest	600	2,050	1,606
Income attributable to Hilltop	132,544	145,894	210,973
Dividends on preferred stock			1,854
Income applicable to Hilltop common stockholders	$ 132,544	$ 145,894	$ 209,119
Earnings per common share:
Basic (in dollars per share)	$ 1.36	$ 1.48	$ 2.10
Diluted (in dollars per share)	1.36	1.48	$ 2.09
Cash dividends declared per common share	$ 0.24	$ 0.06
Weighted average share information:
Basic (in shares)	97,137	98,404	99,074
Diluted (in shares)	97,353	98,629	99,962

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 133,144	$ 147,944	$ 212,579
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale, net of tax of $(565), $1,264 and $2,761, respectively	(869)	(2,144)	4,792
Reclassification adjustment for gains (losses) included in net income, net of tax of $(6), $0 and $(1,589), respectively	(10)		(2,814)
Comprehensive income	132,265	145,800	214,557
Less: comprehensive income attributable to noncontrolling interest	600	2,050	1,606
Comprehensive income applicable to Hilltop	$ 131,665	$ 143,750	$ 212,951

CONSOLIDATED STATEMENTS OF COM6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net unrealized gains on securities available for sale and other, tax	$ (565)	$ 1,264	$ 2,761
Other comprehensive income reclassification adjustment, tax	$ (6)	$ 0	$ (1,589)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Hilltop.	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit).	Deferred Compensation Employee Stock Trust, Net	Employee Stock Trust	Noncontrolling Interest	Total
Balance at Dec. 31, 2014	$ 1,460,452	$ 114,068	$ 902	$ 1,390,788	$ 651	$ (45,957)			$ 787	$ 1,461,239
Balance (in shares) at Dec. 31, 2014		114,000	90,182,000
Increase (Decrease) in Stockholders' Equity
Net income	210,973					210,973			1,606	212,579
Other comprehensive income	1,978				1,978					1,978
Issuance of common stock	200,033		$ 101	199,932						200,033
Issuance of common stock (in shares)			10,113,000
Stock-based compensation expense	8,309			8,309						8,309
Common stock issued to board members	281			281						281
Common stock issued to board members (in shares)			14,000
Issuance of common stock related to share-based awards, net	287			287						287
Issuance of common stock related to share-based awards, net (in shares)			(22,000)
Dividends on preferred stock	(1,854)					(1,854)				(1,854)
Redemption of preferred stock	(114,068)	$ (114,068)								(114,068)
Redemption of preferred stock (in shares)		(114,000)
Repurchase of common stock	(30,028)		$ (14)	(22,327)		(7,687)				$ (30,028)
Repurchase of common stock (in shares)			(1,391,000)							(1,390,977)
Deferred compensation plan	591						$ 1,034	$ (443)		$ 591
Deferred compensation plan (in shares)								22,000
Net cash distributed to noncontrolling interest									(1,222)	(1,222)
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	145,894					145,894			2,050	147,944
Other comprehensive income	(2,144)				(2,144)					(2,144)
Issuance of common stock	4,139		$ 5	4,134						4,139
Issuance of common stock (in shares)			538,000
Stock-based compensation expense	10,058			10,058						10,058
Common stock issued to board members	429			429						429
Common stock issued to board members (in shares)			22,000
Issuance of common stock related to share-based awards, net	(2,747)		$ (1)	(2,746)						(2,747)
Issuance of common stock related to share-based awards, net (in shares)			(96,000)
Repurchase of common stock	(16,276)		$ (8)	(16,268)						(16,276)
Repurchase of common stock (in shares)			(816,000)
Dividends on common stock	(5,801)					(5,801)				(5,801)
Deferred compensation plan	3						(131)	$ 134		3
Deferred compensation plan (in shares)								(7,000)
Net cash distributed from noncontrolling interest									790	790
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	132,544					132,544			600	133,144
Other comprehensive income	(879)				(879)					(879)
Stock-based compensation expense	10,307			10,307						10,307
Common stock issued to board members	451			451						451
Common stock issued to board members (in shares)			17,000
Issuance of common stock related to share-based awards, net	(3,264)		$ 4	(3,268)						(3,264)
Issuance of common stock related to share-based awards, net (in shares)			337,000
Repurchase of common stock	(74,454)		$ (29)	(53,998)		(20,427)				$ (74,454)
Repurchase of common stock (in shares)			(2,916,000)							(1,057,656)
Dividends on common stock	(23,140)					(23,140)				$ (23,140)
Deferred compensation plan	7						(55)	$ 62		7
Deferred compensation plan (in shares)								(3,000)
Net cash distributed to noncontrolling interest									(1,885)	(1,885)
Balance at Dec. 31, 2017	$ 1,912,081		$ 960	$ 1,526,369	$ (394)	$ 384,545	$ 848	$ (247)	$ 2,726	$ 1,914,807
Balance (in shares) at Dec. 31, 2017			95,982,000					12,000

CONSOLIDATED STATEMENTS OF STO8

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended					12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Cash dividends declared per common share	$ 0.06	$ 0.06	$ 0.06	$ 0.06	$ 0.06	$ 0.24	$ 0.06

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Operating Activities
Net income	$ 133,144	$ 147,944	$ 212,579
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for loan losses	14,271	40,620	12,715
Depreciation, amortization and accretion, net	(13,869)	(49,765)	(83,360)
Net realized gains on securities	(16)		(4,403)
Bargain purchase gain			(81,289)
Deferred income taxes	40,933	(9,690)	17,376
Other, net	12,085	16,564	7,995
Net change in securities purchased under agreements to resell	(97,107)	16,230	(60,919)
Net change in assets segregated for regulatory purposes	(5,585)	(22,380)	99,010
Net change in trading securities	(465,151)	(51,388)	117,639
Net change in broker-dealer and clearing organization receivables	(42,449)	(46,775)	73,344
Net change in FDIC indemnification asset	24,890	20,577	39,936
Net change in other assets	(47,352)	41,315	(59,142)
Net change in broker-dealer and clearing organization payables	(2,412)	(33,180)	(54,048)
Net change in other liabilities	(55,557)	11,752	(104,897)
Net change in securities sold, not yet purchased	78,932	23,845	129,996
Proceeds from sale of mortgage servicing rights asset	17,499	7,586
Net gains from sales of loans	(538,468)	(606,991)	(519,103)
Loans originated for sale	(15,014,118)	(16,026,911)	(13,871,473)
Proceeds from loans sold	15,634,027	16,337,299	14,163,781
Net cash provided by (used in) operating activities	(326,303)	(183,348)	35,737
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity	56,359	166,522	88,070
Proceeds from sales, maturities and principal reductions of securities available for sale	298,737	396,572	673,950
Purchases of securities held to maturity	(60,939)	(186,875)	(230,404)
Purchases of securities available for sale	(471,047)	(326,810)	(48,121)
Net change in loans	(216,562)	(555,040)	(150,605)
Purchases of premises and equipment and other assets	(31,152)	(41,941)	(31,270)
Proceeds from sales of premises and equipment and other real estate owned	32,297	73,032	110,922
Proceeds from redemption of bank owned life insurance			822
Net cash received from (paid for) Federal Home Loan Bank and Federal Reserve Bank stock	34,346	(19,021)	(12,172)
Net cash from acquisition			41,097
Net cash provided by (used in) investing activities	(357,961)	(493,561)	442,289
Financing Activities
Net change in deposits	857,155	153,131	(601,386)
Net change in short-term borrowings	(210,865)	469,916	20,437
Proceeds from notes payable	403,136	296,993	150,078
Payments on notes payable	(512,193)	(217,630)	(42,571)
Redemption of preferred stock			(114,068)
Proceeds from issuance of common stock		4,139
Payments to repurchase common stock	(27,388)		(30,028)
Dividends paid on common stock	(23,140)	(5,801)
Dividends paid on preferred stock			(3,539)
Net cash distributed (to) from noncontrolling interest	(1,885)	790	(1,222)
Taxes paid on employee stock awards netting activity	(3,264)	(2,442)	(75)
Other, net	(674)	(868)	718
Net cash provided by (used in) financing activities	480,882	698,228	(621,656)
Net change in cash and cash equivalents	(203,382)	21,319	(143,630)
Cash and cash equivalents, beginning of year	690,764	669,445	813,075
Cash and cash equivalents, end of year	487,382	690,764	669,445
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	84,309	58,429	59,700
Cash paid for income taxes, net of refunds	85,840	88,899	112,459
Supplemental Schedule of Non-Cash Activities
Conversion of loans to other real estate owned	8,853	20,184	$ 57,838
Common stock issued in acquisition			200,626
Additions to mortgage servicing rights	$ 16,401	$ 23,381	$ 24,974

Summary of Significant Accounti

Summary of Significant Accounting and Reporting Policies	12 Months Ended
	Dec. 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, headquartered in Dallas, Texas, 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, that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company, that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, equity trading, clearing, securities lending, structured finance and retail brokerage services throughout the United States. NLC is a property and casualty insurance holding company, that provides, through its subsidiaries, fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the southern United States. On January 1, 2015, Hilltop completed its acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction (the "SWS Merger"), whereby SWS’s broker-dealer subsidiaries, Southwest Securities, Inc. and SWS Financial Services, Inc., became subsidiaries of Securities Holdings, and SWS’s banking subsidiary, Southwest Securities, FSB (“SWS FSB”), was merged into the Bank. On October 5, 2015, Southwest Securities, Inc. and SWS Financial Services, Inc. were renamed “Hilltop Securities Inc.” (“Hilltop Securities”) and “Hilltop Securities Independent Network Inc.” (“HTS Independent Network”), respectively. On October 22, 2015, the Financial Industry Regulatory Authority (“FINRA”) granted approval to combine First Southwest Company, LLC (“FSC”) and Hilltop Securities, subject to customary conditions. FSC, Hilltop Securities and HTS Independent Network operated as separate broker-dealers, under coordinated leadership from the date of the SWS Merger until January 22, 2016, when FSC was merged into Hilltop Securities to form a combined firm operating under the “Hilltop Securities” name. The term “Hilltop Broker-Dealers” is used to refer to FSC, Hilltop Securities and HTS Independent Network prior to January 22, 2016 and Hilltop Securities and HTS Independent Network after such date. Basis of Presentation The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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, a merchant bank utilized to facilitate investments in companies engaged in non-financial activities. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”). PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”), which holds an ownership interest in and is the managing member of certain affiliated business arrangements (“ABAs”). PCC also 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, HTS Independent Network and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and 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, a wholly-owned subsidiary of First Southwest Holdings, LLC (“First Southwest”), is a registered investment adviser under the Investment Advisers Act of 1940. As discussed above, prior to January 22, 2016, Securities Holdings’ subsidiaries also included FSC, First Southwest’s principal subsidiary and formerly a broker-dealer registered with the SEC and FINRA and a member of the NYSE. 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. Acquisition Accounting Acquisitions are accounted for under the acquisition method of accounting. Purchased assets, including identifiable intangible assets, and assumed liabilities are recorded at their respective acquisition date fair values. If the fair value of net assets purchased exceeds the consideration given, a bargain purchase gain is recognized. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized. Securities Purchased Under Agreements to Resell Securities purchased under agreements to resell (reverse repurchase agreements or reverse repos) are treated as collateralized financings and are carried at the amounts at which the securities will subsequently be resold as specified in the agreements. The Company is in possession of collateral with a fair value equal to or in excess of the contract amounts. Securities Management classifies securities at the time of purchase and reassesses such designation at each balance sheet date. Securities held for resale to facilitate principal transactions with customers are classified as trading, and are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Hilltop reports interest income on trading securities as interest income on securities and other changes in fair value as other noninterest income. Securities held but not intended to be held to maturity or on a long-term basis are classified as available for sale. Securities included in this category are those that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk, and other factors related to interest rate and resultant prepayment risk changes. Securities available for sale are carried at fair value. Unrealized holding gains and losses on securities available for sale, net of taxes, are reported in other comprehensive income (loss) until realized. Premiums and discounts are recognized in interest income using the effective interest method and consider any optionality that may be embedded in the security. Purchases and sales (and related gain or loss) of securities are recorded on the trade date, based on specific identification. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the other-than-temporary impairment (“OTTI”) is related to credit losses. The amount of the OTTI related to other factors is recognized in other comprehensive income (loss). In estimating OTTI, management considers in developing its best estimate of cash flows, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the historic and implied volatility of the security, (iv) failure of the issuer to make scheduled interest payments and (v) changes to the rating of the security by a rating agency. Loans Held for Sale Loans held for sale consist primarily of single-family residential mortgages funded through PrimeLending. These loans are generally on the consolidated balance sheet between 30 and 45 days. Substantially all mortgage loans originated by PrimeLending are sold to various investors in the secondary market, the majority with servicing released. Mortgage loans held for sale are carried at fair value in accordance with the provisions of the Fair Value Option Subsections of the ASC (the “Fair Value Option”). Changes in the fair value of the loans held for sale are recognized in earnings and fees and costs associated with origination are recognized as incurred. The specific identification method is used to determine realized gains and losses on sales of loans, which are reported as net gains (losses) in noninterest income. Loans sold are subject to certain indemnification provisions with investors, including the repurchase of loans sold and repayment of certain sales proceeds to investors under certain conditions. In addition, certain mortgage loans guaranteed by U.S. Government agencies and sold into Government National Mortgage Association (“GNMA”) pools may, under certain conditions specified in the government programs, become subject to repurchase by PrimeLending. Such loans subject to repurchase no longer qualify for sale accounting and are reported as loans held for sale in the consolidated balance sheets. Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal reduced by unearned income, net unamortized deferred fees and an allowance for loan losses. Unearned income on installment loans and interest on other loans is recognized using the effective interest method. Net fees received for providing loan commitments and letters of credit that result in loans are deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing. Net fees on commitments and letters of credit that are not expected to be funded are amortized to noninterest income over the commitment period. Income on direct financing leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment. Impaired loans include non-accrual loans, troubled debt restructurings, purchased credit impaired (“PCI”) loans and partially charged-off loans. The accrual of interest on impaired loans is discontinued when, in management’s opinion, there is a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments, which is generally when a loan is 90 days past due unless the asset is both well secured and in the process of collection. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income. If the ultimate collectability of principal, wholly or partially, is in doubt, any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal to the extent necessary to eliminate such doubt. Once the collection of the remaining recorded loan balance is fully expected, interest income is recognized on a cash basis. The Bank originates loans to customers primarily in Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of agribusiness, construction, energy, real estate and wholesale/retail trade. PrimeLending originates mortgage loans to customers in its offices, which are located throughout the United States. Substantially all mortgage loans originated by PrimeLending are sold to various investors in the secondary market, the majority with servicing released, although PrimeLending does retain servicing in certain circumstances. The Hilltop Broker-Dealers make loans to customers and correspondents through margin transactions originated by both employees and independent retail representatives throughout the United States. The Hilltop Broker-Dealers control or controlled risk by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for margin loans are not included in the consolidated financial statements. Management has defined the loans acquired in a business combination as acquired loans. Acquired loans are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. At acquisition, acquired loans are segregated between those considered to be credit impaired and those without credit impairment at acquisition. To make this determination, management considered such factors as past due status, non-accrual status and credit risk ratings. The fair value of acquired performing loans was determined by discounting expected cash flows, both principal and interest, at prevailing market interest rates. The difference between the fair value and principal balances due at acquisition date, the fair value discount, is accreted into income over the estimated life of each loan. Loans acquired in 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”) 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. Covered loans are discussed in more detail within Note 6 to the consolidated financial statements. PCI loans acquired by the Company upon completion of the merger with PCC (the “PlainsCapital Merger”) are accounted for on an individual loan basis, while PCI loans acquired in each of the FNB Transaction and SWS Merger are accounted for in pools as well as on an individual loan basis. The Company has established under its PCI accounting policy a framework to aggregate certain acquired loans into various loan pools based on a minimum of two layers of similar 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 similar risk characteristics used for the pooling of the FNB and SWS PCI loans are risk grade and loan collateral type. PCI loans showed evidence of credit deterioration that makes it probable that all contractually required principal and interest payments will not be collected. Their fair value was initially based on an estimate of cash flows, both principal and interest, expected to be collected, discounted at prevailing market rates of interest. Management estimated cash flows using key assumptions such as default rates, loss severity rates assuming default, prepayment speeds and estimated collateral values. The excess of cash flows expected to be collected from a loan or pool over its estimated fair value at acquisition is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the loan or pool. The excess of total contractual cash flows over the cash flows expected to be received at acquisition is referred to as the nonaccretable difference. Subsequent to acquisition, management must update these estimates of cash flows expected to be collected at each reporting date. These updates require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value. The Bank accretes the discount for PCI loans for which it can predict the timing and amount of cash flows. PCI loans for which a discount is accreted are reported as performing loans. Allowance for Loan Losses The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans at the balance sheet date. The allowance for loan losses includes allowance allocations calculated in accordance with the regulatory Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Bank’s control, including the performance of the Bank’s loan portfolio, the economy and changes in interest rates. The Bank’s allowance for loan losses consists of three elements: (i) specific valuation allowances established for probable losses on individually impaired loans; (ii) general historical valuation allowances calculated based on historical loan loss experience for homogenous loans with similar collateral; and (iii) valuation allowances to adjust general reserves based on current economic conditions and other qualitative risk factors both internal and external to the Bank. The Bank’s methodology regarding the calculation of the allowance for loan losses is discussed in more detail within Note 5 to the consolidated financial statements. Broker-Dealer and Clearing Organization Transactions Amounts recorded in broker-dealer and clearing organization receivables and payables include securities lending activities, as well as amounts related to securities transactions for either customers of the Hilltop Broker-Dealers or for the accounts of the Hilltop Broker-Dealers. Securities-borrowed and securities-loaned transactions are generally reported as collateralized financings. Securities-borrowed transactions require the Hilltop Broker-Dealers to deposit cash, letters of credit, or other collateral with the lender. With respect to securities loaned, the Hilltop Broker-Dealers receive collateral in the form of cash or other assets in an amount generally in excess of the market value of securities loaned. The Hilltop Broker-Dealers monitor the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Interest income and interest expense associated with collateralized financings is included in the accompanying consolidated statements of operations. Insurance Premiums Receivable Insurance premiums receivable include premiums written and not yet collected. NLC routinely evaluates the receivable balance to determine if an allowance for uncollectible amounts is necessary. At December 31, 2017 and 2016, NLC determined that no valuation allowance was necessary. Deferred Policy Acquisition Costs Costs of acquiring insurance vary with, and are primarily related to, the successful acquisition of new and renewal business, primarily consisting of commissions, premium taxes and underwriting expenses, and are deferred and amortized over the terms of the policies or reinsurance treaties to which they relate. Proceeds from reinsurance transactions that represent recovery of acquisition costs reduce applicable unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense in proportion to net revenue recognized. Future investment income is considered in determining the recoverability of deferred policy acquisition costs. NLC regularly reviews the categories of acquisition costs that are deferred and assesses the recoverability of this asset. A premium deficiency and a corresponding charge to income is recognized if the sum of the expected loss and LAE, unamortized policy acquisition costs, and maintenance costs exceed related unearned insurance premiums and anticipated investment income. At December 31, 2017 and 2016, there was no premium deficiency. Reinsurance In the normal course of business, NLC seeks to reduce the loss that may arise from catastrophes or other events that could cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsured policy. NLC routinely evaluates the receivable balance to determine if any uncollectible balances exist. 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 included in other assets within the consolidated balance sheets. Reinsurance assumed from other companies, including assumed premiums written and earned, and losses and LAE, is accounted for in the same manner as direct insurance written. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization computed principally on the straight-line method over the estimated useful lives of the assets, which range between 3 and 40 years. Gains or losses on disposals of premises and equipment are included in results of operations. Other Real Estate Owned Real estate acquired through foreclosure (“OREO”) is included in other assets within the consolidated balance sheets and is carried at management’s estimate of fair value, less estimated cost to sell. Any excess of recorded investment over fair value, less cost to sell, is charged against either the allowance for loan losses or the related PCI pool discount when property is initially transferred to OREO. Subsequent to the initial transfer to OREO, downward valuation adjustments are charged against earnings. Valuation adjustments, revenue and expenses from operations of the properties and resulting gains or losses on sale are included within the consolidated statements of operations in other noninterest income or expense, as appropriate. Acquired OREO subject to FDIC loss-share agreements is referred to as “covered OREO” and reported separately in the consolidated balance sheets. Covered OREO is reported exclusive of expected reimbursement cash flows from the FDIC. Foreclosed covered loan collateral is transferred into covered OREO at the collateral’s fair value, less selling costs. Covered OREO was initially recorded at its estimated fair value based on similar market comparable valuations, less estimated selling costs. Subsequently, loan collateral transferred to OREO is recorded at its net realizable value. Any subsequent valuation adjustments due to declines in fair value of the covered OREO will be charged to noninterest expense, while any recoveries of previous valuation decreases will be credited to noninterest expense. FDIC Indemnification Asset The Company has elected to account for the FDIC Indemnification Asset in accordance with the Business Combination Topic of the ASC. The FDIC Indemnification Asset is initially recorded at fair value, based on the discounted value of expected future cash flows under the loss-share agreements. The difference between the present value and the undiscounted cash flows the Bank expects to collect from the FDIC will be accreted into noninterest income or amortized into noninterest expense within the consolidated statements of operations over the life of the FDIC Indemnification Asset. The FDIC Indemnification Asset is reviewed quarterly and the accretion rate is adjusted for changes in the timing of cash flows expected to be collected from the FDIC. Cumulative net losses over the life of the loss-share agreements of less than $240.4 million will reduce the value of the FDIC Indemnification Asset. Any amortization of changes in value of the FDIC Indemnification Asset is limited to the contractual term of the loss-share agreements. Changes to the FDIC Indemnification Asset are recorded as adjustments to other noninterest income or expense, as appropriate, within the consolidated statements of operations over the life of the loss-share agreements. Debt Issuance Costs The Company capitalizes debt issuance costs associated with financing of debt. These costs are amortized using the effective interest method over the repayment term of the debt. Unamortized debt issuance costs are presented in the consolidated balance sheets as a direct reduction from the associated debt liability. Debt issuance costs of $0.1 million, $0.1 million, and $0.4 million during 2017, 2016 and 2015, respectively, were amortized and included in interest expense within the consolidated statements of operations. In April 2015, debt issuance costs of $1.9 million were capitalized in connection with Hilltop’s issuance of the 5% senior notes due 2025. Goodwill Goodwill, which represents the excess of cost over the fair value of the net assets acquired, is allocated to reporting units and tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount should be assessed. The Company performs required annual impairment tests of its goodwill as of October 1 st for each of its reporting units, which is one level below an operating segment. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. As of January 1, 2017, the Company adopted the provisions of ASU 2017-04 which removes Step 2 from the goodwill impairment test and eliminates the determination of goodwill impairment through calculation of the implied fair value when the carrying amount of a reporting unit exceeds its fair value. The goodwill impairment test requires the Company to make judgments in determining what assumptions to use in the calculation. The process consists of estimating the fair value of each reporting unit based on valuation techniques, including a discounted cash flow model using revenue and profit forecasts and recent industry transaction and trading multiples of peers, and comparing those estimated fair values with the carrying values of the assets and liabilities of the reporting unit, which includes the allocated goodwill. If the estimated fair value is less than the carrying value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. Additional information concerning the results of the Company’s impairment test of goodwill is included in Note 9 to the consolidated financial statements. Intangibles and Other Long-Lived Assets Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. The Company’s intangible assets primarily consist of core deposits, trade names and customer relationships. Intangible assets with definite useful lives are generally amortized on the straight-line method over their estimated lives, although certain intangibles, including core deposits, and customer and agent relationships, are amortized on an accelerated basis. Amortization of intangible assets is recorded in other noninterest expense within the consolidated statements of operations. Intangible assets with indefinite useful lives are tested for impairment annually as of October 1 st , or more often if events or circumstances indicate there may be impairment, and not amortized until their lives are determined to be definite. Intangible assets with definite useful lives, premises and equipment, and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value. Mortgage Servicing Rights The Company determines its classes of residential mortgage servicing assets based on the asset type being serviced along with the methods used to manage the risk inherent in the servicing assets, which includes the market inputs used to value the servicing assets. The Company measures its servicing assets at fair value and reports changes in fair value through earnings. The retained mortgage servicing rights (“MSR”) asset is measured at fair value as of the date of sale of the related mortgage loan. Subsequent fair value measurements of the MSR asset are determined by valuing the projected net servicing cash flows, which are then discounted to estimate fair value using a discounted cash flow model. Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income. The model assumptions and the MSR asset fair value estimates are compared to observable trades of similar portfolios as well as to MSR asset broker valuations and industry surveys, as available. The expected life of the loan can vary from management’s estimates due to prepayments by borrowers, especially when rates fall. Prepayments in excess of management’s estimates would negatively impact the recorded value of the MSR asset. The value of the MSR asset is also dependent upon the discount rate used in the model, which is based on current market rates that are reviewed by management on an ongoing basis. A significant increase in the discount rate would reduce the value of the MSR asset. Derivative Financial Instruments The Company’s hedging policies permit the use of va

Acquisition

Acquisition	12 Months Ended
	Dec. 31, 2017
Acquisition
Acquisition	2. Acquisition SWS Merger On January 1, 2015, Hilltop completed its acquisition of SWS in a stock and cash transaction, whereby each outstanding share of SWS common stock was converted into the right to receive 0.2496 shares of Hilltop common stock and $1.94 in cash, equating to $6.92 per share based on Hilltop’s closing price on December 31, 2014 and resulting in an aggregate purchase price of $349.1 million, consisting of 10.1 million shares of common stock, $78.2 million in cash and $70.3 million associated with Hilltop’s existing investment in SWS common stock. The operations acquired in the SWS Merger are included in the Company’s operating results beginning January 1, 2015. Such operating results include a bargain purchase gain of $81.3 million and are not necessarily indicative of future operating results. The SWS Merger was accounted for using the acquisition method of accounting, and accordingly, purchased assets, including identifiable intangible assets, and assumed liabilities were recorded at their respective acquisition date fair values. The components of the consideration paid are shown in the following table (in thousands). Fair value of consideration paid: Common stock issued $ Cash Fair value of Hilltop’s existing investment in SWS Total consideration paid $ The resulting fair values of the identifiable assets acquired, and liabilities assumed, in the SWS Merger at January 1, 2015 are summarized in the following table (in thousands). Cash and due from banks $ 119,314 Federal funds sold and securities purchased under agreements to resell 44,741 Assets segregated for regulatory purposes 181,610 Securities 707,476 Non-covered loans, net 863,819 Broker-dealer and clearing organization receivables 1,221,793 Other assets 159,906 Total identifiable assets acquired 3,298,659 Deposits (1,287,509) Broker-dealer and clearing organization payables (1,109,978) Short-term borrowings (164,240) Securities sold, not yet purchased, at fair value (140,409) Notes payable (76,643) Other liabilities (89,466) Total liabilities assumed (2,868,245) Bargain purchase gain (81,289) 349,125 Less Hilltop existing investment in SWS (70,282) Net identifiable assets acquired $ 278,843 The bargain purchase gain represents the excess of the estimated fair value of the underlying net tangible assets and intangible assets over the merger consideration. The SWS Merger was a tax-free reorganization under Section 368(a) of the Internal Revenue Code, therefore no income taxes were recorded in connection with the bargain purchase gain. The Company used significant estimates and assumptions to value certain identifiable assets acquired and liabilities assumed. The bargain purchase gain was primarily driven by the Company’s ability to realize acquired deferred tax assets through its consolidated core earnings and the decline in the price of the Company’s common stock between the date the fixed conversion ratio was agreed upon and the closing date. Included within the fair value of other assets in the table above are identifiable intangible assets recorded in connection with the SWS Merger. The allocation to intangible assets is as follows (in thousands). Estimated Useful Gross Intangible Life (Years) Assets Customer relationships 14 $ 7,300 Core deposits 4 160 $ 7,460 In connection with the SWS Merger, Hilltop acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan losses. Acquired loans were segregated between those considered to be PCI loans and those without credit impairment at acquisition. The following table presents details on acquired loans at the acquisition date (in thousands). Loans, excluding PCI Total PCI Loans Loans Loans Commercial and industrial $ 178,603 $ 9,850 $ 188,453 Real estate 324,477 62,218 386,695 Construction and land development 14,708 1,391 16,099 Consumer 3,216 — 3,216 Broker-dealer (1) 269,356 — 269,356 Total $ 790,360 $ 73,459 $ 863,819 (1) Acquired loans include margin loans to customers and correspondents of $269.4 million associated with acquired broker-dealer operations, none of which are PCI loans. The following table presents information about the PCI loans at acquisition (in thousands). Contractually required principal and interest payments $ 120,078 Nonaccretable difference 32,040 Cash flows expected to be collected 88,038 Accretable difference 14,579 Fair value of loans acquired with a deterioration of credit quality $ 73,459 The following table presents information about the acquired loans without credit impairment at acquisition (in thousands). Contractually required principal and interest payments $ 901,672 Contractual cash flows not expected to be collected 39,721 Fair value at acquisition 790,360

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 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 and establishes a framework for measuring fair value in GAAP. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions. The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below. · Level 1 Inputs : Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. · Level 2 Inputs : Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, yield curves, prepayment speeds, default rates, credit risks and loss severities), and inputs that are derived from or corroborated by market data, among others. · Level 3 Inputs : Unobservable inputs that reflect an entity’s own 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 the retained 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 December 31, 2017 and 2016, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $1.58 billion and $1.75 billion, respectively, and the unpaid principal balance of those loans was $1.53 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, as further described below. Trading Securities — Trading securities are reported at fair value primarily using either Level 1 or Level 2 inputs in the same manner as discussed below for available for sale securities. Available For Sale Securities — Most securities available for sale are reported at fair value using Level 2 inputs. The Company obtains fair value measurements from independent pricing services. As the Company is responsible for the determination of fair value, control processes are designed to ensure that the fair values received from independent pricing services are reasonable and the valuation techniques and assumptions used appear reasonable and consistent with prevailing market conditions. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the financial instruments’ terms and conditions, among other things. For public common and preferred equity stocks, the determination of fair value uses Level 1 inputs based on observable market transactions. Loans Held for Sale — Mortgage loans held for sale are reported at fair value, as discussed above, using Level 2 inputs that consist of commitments on hand from investors or prevailing market prices. These instruments are held for relatively short periods, typically no more than 30 days. As a result, changes in instrument-specific credit risk are not a significant component of the change in fair value. 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. Derivatives — Derivatives, which are included in other assets and liabilities within the Company’s consolidated balance sheets, are reported at fair value using either Level 2 or Level 3 inputs. PrimeLending and the Hilltop Broker-Dealers use dealer quotes to value forward purchase commitments and forward sale commitments, respectively, executed for both hedging and non-hedging purposes. PrimeLending also issues IRLCs to its customers and the Hilltop Broker-Dealers issue forward purchase commitments to its clients that are valued based on the change in the fair value of the underlying mortgage loan from inception of the IRLC or purchase commitment to the balance sheet date, adjusted for projected loan closing rates. PrimeLending determines the value of the underlying mortgage loan as discussed in “Loans Held for Sale”, above. The Hilltop Broker-Dealers determine the value of the underlying mortgage loan from prices of comparable securities used to value forward sale commitments. Additionally, PrimeLending uses dealer quotes to value interest rate swaps and swaptions executed to hedge its MSR asset. MSR Asset — The MSR asset, which is included in other assets within the Company’s consolidated balance sheets, is reported at fair value using Level 3 inputs. The MSR asset is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the MSR asset is impacted by a variety of factors. Prepayment rates and discount rates, the most significant unobservable inputs, are discussed further in Note 10 to the consolidated financial statements. Securities Sold, Not Yet Purchased — Securities sold, not yet purchased are reported at fair value primarily using either Level 1 or Level 2 inputs in the same manner as discussed above for trading and available for sale securities. 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 December 31, 2017 Inputs Inputs Inputs Fair Value Trading securities $ 3,329 $ 727,356 $ — $ 730,685 Available for sale securities 21,241 744,318 — 765,559 Loans held for sale — 1,544,631 36,972 1,581,603 Derivative assets — 34,150 — 34,150 MSR asset — — 54,714 54,714 Securities sold, not yet purchased 156,586 76,235 — 232,821 Derivative liabilities — 13,197 — 13,197 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 table includes 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 Year Additions Reductions Net Income Income (Loss) End of Year Year ended December 31, 2017 Loans held for sale $ 35,801 $ 36,891 $ (26,773) $ (8,947) $ — $ 36,972 MSR asset 61,968 16,401 (17,499) (6,156) — 54,714 Total $ 97,769 $ 53,292 $ (44,272) $ (15,103) $ — $ 91,686 Year ended December 31, 2016 Trading securities $ 1 $ — $ — $ (1) $ — $ — Loans held for sale 25,880 60,999 (39,637) (11,441) — 35,801 MSR asset 52,285 23,381 (7,586) (6,112) — 61,968 Total $ 78,166 $ 84,380 $ (47,223) $ (17,554) $ — $ 97,769 Year ended December 31, 2015 Trading securities $ — $ 7,301 $ (3,397) $ (3,903) $ — $ 1 Loans held for sale 9,017 52,800 (25,514) (10,423) — 25,880 MSR asset 36,155 24,974 — (8,844) — 52,285 Total $ 45,172 $ 85,075 $ (28,911) $ (23,170) $ — $ 78,166 All net realized and unrealized gains (losses) in the table above are reflected in the accompanying consolidated financial statements. Excluding the trading securities activity noted above, the unrealized gains (losses) relate to financial instruments still held at December 31, 2017. For Level 3 financial instruments measured at fair value on a recurring basis at December 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 90 - 95 % ( 95 %) MSR asset Discounted cash flows Constant prepayment rate 10.93 % Discount rate 11.03 % The Company had no transfers between Levels 1 and 2 during the periods presented. The following table presents 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). Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Other Total Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ 10,655 $ — $ 10,655 $ (8,275) $ — $ (8,275) $ (2,970) $ — $ (2,970) MSR asset (6,156) — (6,156) (6,112) — (6,112) (8,844) — (8,844) The Company also determines the fair value of certain assets and liabilities on a non-recurring basis. In particular, the fair value of all assets acquired and liabilities assumed in an acquisition of a business are determined at their respective acquisition date fair values. 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 individually 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 PlainsCapital Merger, the FNB Transaction and the SWS Merger, respectively (collectively, the “Bank Transactions”). Substantially all PCI loans acquired in the FNB Transaction are covered by FDIC loss-share agreements. The fair value of PCI loans was determined using Level 3 inputs, including estimates of expected cash flows that incorporated significant unobservable inputs regarding default rates, loss severity rates assuming default, prepayment speeds on acquired loans accounted for in pools (“Pooled Loans”), and estimated collateral values. At December 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 December 31, 2017, the resulting weighted average expected loss on PCI loans associated with the PlainsCapital Merger, FNB Transaction and SWS Merger was 42%, 7% and 17%, 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 OREO properties. The resulting fair value measurements are classified as Level 2 inputs. In the FNB Transaction, the Bank acquired OREO of $135.2 million, all of which is covered by FDIC loss-share agreements. At December 31, 2017 and 2016, the estimated fair value of covered OREO was $36.7 million and $51.6 million, respectively, and the underlying fair value measurements utilize Level 2 inputs. The fair value of non-covered OREO at December 31, 2017 and 2016 was $3.9 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 Year Ended December 31, December 31, 2017 Inputs Inputs Inputs Fair Value 2017 2016 2015 Non-covered impaired loans $ — $ — $ 29,063 $ 29,063 $ (49) $ 2,487 $ (126) Covered impaired loans — — 83,849 83,849 (2,353) 1,156 3,034 Non-covered other real estate owned — 3,883 — 3,883 (704) (555) (28) Covered other real estate owned — 10,187 — 10,187 (3,732) (18,481) (16,555) 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 measured at fair value on a recurring or non-recurring basis are discussed above. For other financial assets and liabilities, the Company utilizes quoted market prices, if available, to estimate the fair value of financial instruments. Because no quoted market prices exist for a significant portion of the Company’s financial instruments, the fair value of such instruments has been derived based on management’s assumptions with respect to future economic conditions, the amount and timing of future cash flows, and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the estimates provided herein do not necessarily indicate amounts which could be realized in a current transaction. Further, as it is management’s intent to hold a significant portion of its financial instruments to maturity, it is not probable that the fair values shown below will be realized in a current transaction. Because of the wide range of permissible valuation techniques and the numerous estimates which must be made, it may be difficult to make reasonable comparisons of the Company’s fair value information to that of other financial institutions. The aggregate estimated fair value amount should in no way be construed as representative of the underlying value of Hilltop and its subsidiaries. The following methods and assumptions are typically used in estimating the fair value disclosures for financial instruments: Cash and Cash Equivalents — For cash and due from banks and federal funds sold, the carrying amount is a reasonable estimate of fair value. Securities Purchased Under Agreements to Resell — Securities purchased under agreements to resell are carried at the amounts at which the securities will subsequently be resold as specified in the agreements. The carrying amounts approximate fair value due to their short-term nature. Assets Segregated for Regulatory Purposes — Assets segregated for regulatory purposes may consist of cash and securities with carrying amounts that approximate fair value. Held to Maturity Securities — For securities held to maturity, estimated fair value equals quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Loans Held for Sale — Loans held for sale consist primarily of certain mortgage loans held for sale that are subject to purchase by related parties. Such loans are reported at fair value, as discussed above, using Level 2 inputs that consist of commitments on hand from investors or prevailing market prices. Loans — The fair value of non-covered and covered loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Broker-Dealer and Clearing Organization Receivables and Payables — The carrying amount approximates their fair value. FDIC Indemnification Asset — The fair value of the FDIC Indemnification Asset is based on Level 3 inputs, including the discounted value of expected future cash flows under the loss-share agreements. The discount rate contemplates the credit worthiness of the FDIC as counterparty to this asset, and considers an incremental discount rate risk premium reflective of the inherent uncertainty associated with the timing of the cash flows. Deposits — The estimated fair value of demand deposits, savings accounts and NOW accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The carrying amount for variable-rate certificates of deposit approximates their fair values. Short-Term Borrowings — The carrying amounts of federal funds purchased, borrowings under repurchase agreements, Federal Home Loan Bank (“FHLB”) and other short-term borrowings approximate their fair values. Debt — The fair values are estimated using discounted cash flow analysis based on current incremental borrowing rates for similar types of borrowing arrangements. Other Assets and Liabilities — Other assets and liabilities primarily consists of cash surrender value of life insurance policies and accrued interest receivable and payable with carrying amounts that approximate their fair values using Level 2 inputs. The fair value of certain other receivables and investments is based on Level 3 inputs. 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 December 31, 2017 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 487,382 $ 487,382 $ — $ — $ 487,382 Securities purchased under agreements to resell 186,537 — 186,537 — 186,537 Assets segregated for regulatory purposes 186,578 186,578 — — 186,578 Held to maturity securities 355,849 — 349,939 — 349,939 Loans held for sale 133,754 — 133,754 — 133,754 Non-covered loans, net 6,212,712 — 577,889 5,828,868 6,406,757 Covered loans, net 179,400 — — 269,386 269,386 Broker-dealer and clearing organization receivables 1,464,378 — 1,464,378 — 1,464,378 FDIC indemnification asset 29,340 — — 20,122 20,122 Other assets 64,862 — 59,053 5,809 64,862 Financial liabilities: Deposits 7,978,119 — 7,973,101 — 7,973,101 Broker-dealer and clearing organization payables 1,287,563 — 1,287,563 — 1,287,563 Short-term borrowings 1,206,424 — 1,206,424 — 1,206,424 Debt 275,821 — 289,719 — 289,719 Other liabilities 4,795 — 4,795 — 4,795 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	12 Months Ended
	Dec. 31, 2017
Securities
Securities	4. Securities The fair value of trading securities are summarized as follows (in thousands). December 31, 2017 2016 U.S. Treasury securities $ — $ 5,940 U.S. government agencies: Bonds 52,078 36,303 Residential mortgage-backed securities 372,817 2,539 Commercial mortgage-backed securities 6,125 15,171 Collateralized mortgage obligations 5,122 5,607 Corporate debt securities 96,182 60,699 States and political subdivisions 170,413 89,946 Unit investment trusts 22,612 41,409 Private-label securitized product 1,631 4,292 Other 3,705 3,628 Totals $ 730,685 $ 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 $232.8 million and $153.9 million at December 31, 2017 and 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 December 31, 2017 Cost Gains Losses Fair Value U.S. Treasury securities $ 24,665 $ 107 $ (103) $ 24,669 U.S. government agencies: Bonds 96,177 829 (366) 96,640 Residential mortgage-backed securities 246,707 538 (3,740) 243,505 Commercial mortgage-backed securities 11,966 105 (48) 12,023 Collateralized mortgage obligations 237,848 106 (4,142) 233,812 Corporate debt securities 66,868 1,819 (25) 68,662 States and political subdivisions 64,024 1,099 (115) 65,008 Commercial mortgage-backed securities — — — — Equity securities 19,691 1,666 (116) 21,241 Totals $ 767,946 $ 6,269 $ (8,655) $ 765,560 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 December 31, 2017 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 39,015 $ — $ (1,188) $ 37,827 Residential mortgage-backed securities 16,130 44 — 16,174 Commercial mortgage-backed securities 71,373 241 (735) 70,879 Collateralized mortgage obligations 173,928 19 (3,969) 169,978 States and political subdivisions 55,403 437 (759) 55,081 Totals $ 355,849 $ 741 $ (6,651) $ 349,939 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 maturities securities that were in an unrealized loss position is shown in the following tables (dollars in thousands). December 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 6 $ 15,449 $ 69 7 $ 21,694 $ 44 Unrealized loss for twelve months or longer 1 4,150 34 — — — 7 19,599 103 7 21,694 44 U.S. government agencies: Bonds: Unrealized loss for less than twelve months 10 83,476 367 1 14,908 67 Unrealized loss for twelve months or longer — — — — — — 10 83,476 367 1 14,908 67 Residential mortgage-backed securities: Unrealized loss for less than twelve months 15 121,968 820 12 109,398 2,941 Unrealized loss for twelve months or longer 11 93,358 2,920 — — — 26 215,326 3,740 12 109,398 2,941 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 1 5,048 48 2 7,127 58 Unrealized loss for twelve months or longer — — — — — — 1 5,048 48 2 7,127 58 Collateralized mortgage obligations: Unrealized loss for less than twelve months 16 90,886 819 11 91,144 2,340 Unrealized loss for twelve months or longer 17 80,492 3,323 8 19,320 866 33 171,378 4,142 19 110,464 3,206 Corporate debt securities: Unrealized loss for less than twelve months 1 5,073 25 3 5,899 91 Unrealized loss for twelve months or longer — — — — — — 1 5,073 25 3 5,899 91 States and political subdivisions: Unrealized loss for less than twelve months 9 6,981 97 32 17,549 322 Unrealized loss for twelve months or longer 9 2,876 18 1 450 14 18 9,857 115 33 17,999 336 Equity securities: Unrealized loss for less than twelve months 1 944 13 — — — Unrealized loss for twelve months or longer 1 6,800 102 2 11,107 343 2 7,744 115 2 11,107 343 Total available for sale: Unrealized loss for less than twelve months 59 329,825 2,258 68 267,719 5,863 Unrealized loss for twelve months or longer 39 187,676 6,397 11 30,877 1,223 98 $ 517,501 $ 8,655 79 $ 298,596 $ 7,086 December 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 1 $ 5,950 $ 50 4 $ 33,225 $ 1,287 Unrealized loss for twelve months or longer 3 31,877 1,138 — — — 4 37,827 1,188 4 33,225 1,287 Residential mortgage-backed securities: Unrealized loss for less than twelve months — — — 2 13,178 6 Unrealized loss for twelve months or longer — — — — — — — — — 2 13,178 6 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 7 39,396 271 5 18,891 588 Unrealized loss for twelve months or longer 2 12,659 464 1 1,401 5 9 52,055 735 6 20,292 593 Collateralized mortgage obligations: Unrealized loss for less than twelve months 10 37,064 264 19 187,669 3,372 Unrealized loss for twelve months or longer 12 128,270 3,705 — — — 22 165,334 3,969 19 187,669 3,372 States and political subdivisions: Unrealized loss for less than twelve months 22 11,079 71 71 29,862 1,790 Unrealized loss for twelve months or longer 46 18,598 688 1 462 8 68 29,677 759 72 30,324 1,798 Total held to maturity: Unrealized loss for less than twelve months 40 93,489 656 101 282,825 7,043 Unrealized loss for twelve months or longer 63 191,404 5,995 2 1,863 13 103 $ 284,893 $ 6,651 103 $ 284,688 $ 7,056 During 2017, 2016 and 2015, the Company did not record any OTTI. While some of the securities held in the investment portfolio have decreased in value since the date of acquisition, the severity of loss and the duration of the loss position are not believed to be significant enough to warrant OTTI of the securities. 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. The Company does not intend, nor 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 December 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 $ 101,815 $ 101,922 $ 3,245 $ 3,242 Due after one year through five years 95,284 96,442 2,847 2,843 Due after five years through ten years 30,893 32,064 27,051 26,289 Due after ten years 23,742 24,551 61,275 60,534 251,734 254,979 94,418 92,908 Residential mortgage-backed securities 246,707 243,505 16,130 16,174 Collateralized mortgage obligations 237,848 233,812 173,928 169,978 Commercial mortgage-backed securities 11,966 12,023 71,373 70,879 $ 748,255 $ 744,319 $ 355,849 $ 349,939 During 2017, 2016 and 2015, the Company realized net gains from its trading portfolio of $20.2 million, $15.9 million and $12.8 million, respectively. In addition, the Hilltop Broker-Dealers realized net gains from structured product trading activities of $62.8 million, $109.8 million and $0.3 million during 2017, 2016 and 2015, respectively. During 2017 and 2015, the Company had other net realized gains on securities of $16 thousand and $4.4 million, respectively. There were no other net realized gains on securities during 2016. All such realized net gains (losses) are recorded as a component of other noninterest income within the consolidated statements of operations. Securities with a carrying amount of $738.5 million and $695.1 million (with a fair value of $730.1 million and $688.1 million, respectively) at December 31, 2017 and 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 the Company’s available for sale and held to maturity securities portfolios at December 31, 2017 and 2016. Mortgage-backed securities and collateralized mortgage obligations consist principally of 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 December 31, 2017 and 2016, NLC had investments on deposit in custody for various state insurance departments with carrying values of $9.3 million and $9.2 million, respectively.

Non-Covered Loans and Allowance

Non-Covered Loans and Allowance for Non-Covered Loan Losses	12 Months Ended
	Dec. 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). December 31, 2017 2016 Commercial and industrial $ 1,681,205 $ 1,696,453 Real estate 3,011,524 2,816,767 Construction and land development 962,605 786,850 Consumer 40,446 41,352 Broker-dealer (1) 577,889 502,077 6,273,669 5,843,499 Allowance for non-covered loan losses (60,957) (54,186) Total non-covered loans, net of allowance $ 6,212,712 $ 5,789,313 (1) The Bank has lending policies in place with the goal of establishing an asset portfolio that will provide a return on stockholders’ equity sufficient to maintain capital to assets ratios that meet or exceed established regulations. Loans are underwritten with careful consideration of the borrower’s financial condition, the specific purpose of the loan, the primary sources of repayment and any collateral pledged to secure the loan. Underwriting procedures address financial components based on the size and complexity of the credit. The financial components include, but are not limited to, current and projected cash flows, shock analysis and/or stress testing, and trends in appropriate balance sheet and statement of operations ratios. The Bank’s loan policy provides specific underwriting guidelines by portfolio segment, including commercial and industrial, real estate, construction and land development, and consumer loans. The guidelines for each individual portfolio segment set forth permissible and impermissible loan types. With respect to each loan type, the guidelines within the Bank’s loan policy provide minimum requirements for the underwriting factors listed above. The Bank’s underwriting procedures also include an analysis of any collateral and guarantor. Collateral analysis includes a complete description of the collateral, as well as determined values, monitoring requirements, loan to value ratios, concentration risk, appraisal requirements and other information relevant to the collateral being pledged. Guarantor analysis includes liquidity and cash flow evaluation based on the significance with which the guarantors are expected to serve as secondary repayment sources. The Bank maintains a loan review department that reviews credit risk in response to both external and internal factors that potentially impact the performance of either individual loans or the overall loan portfolio. The loan review process reviews the creditworthiness of borrowers and determines compliance with the loan policy. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel. Results of these reviews are presented to management and the Bank’s board of directors. In connection with the Bank Transactions, the Company acquired non-covered loans both with and without evidence of credit quality deterioration since origination. The following table presents the carrying values and the outstanding balances of the non-covered PCI loans (in thousands). December 31, 2017 2016 Carrying amount $ 37,204 $ 51,432 Outstanding balance 51,064 67,988 Changes in the accretable yield for the non-covered PCI loans were as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of period $ 13,116 $ 17,744 $ 12,814 Additions — — 14,579 Reclassifications from nonaccretable difference, net (1) 3,836 6,168 19,759 Disposals of loans (664) — (2,371) Accretion (9,275) (10,796) (27,037) Balance, end of period $ 7,013 $ 13,116 $ 17,744 (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 $19.2 million and $22.8 million at December 31, 2017 and 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 is generally when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Non-covered impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans. The amounts shown in following tables include loans accounted for on an individual basis, as well as 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 December 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 19,752 $ 3,610 $ 2,489 $ 6,099 $ 89 Unsecured — — — — — Real estate: Secured by commercial properties 34,598 7,583 12,092 19,675 1,391 Secured by residential properties 12,600 5,307 4,558 9,865 325 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 2,001 428 1,010 1,438 215 Consumer 2,377 12 115 127 18 Broker-dealer — — — — — 71,328 16,940 20,264 37,204 2,038 Non-PCI Commercial and industrial: Secured 23,666 15,308 2,072 17,380 365 Unsecured 761 616 — 616 — Real estate: Secured by commercial properties 15,504 10,934 3,686 14,620 932 Secured by residential properties 1,596 1,177 — 1,177 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 653 — 611 611 93 Consumer 162 56 — 56 — Broker-dealer — — — — — 42,357 28,091 6,369 34,460 1,390 $ 113,685 $ 45,031 $ 26,633 $ 71,664 $ 3,428 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 investment in non-covered impaired loans is summarized by class in the following table (in thousands). Year Ended December 31, 2017 2016 2015 Commercial and industrial: Secured $ 18,418 $ 19,730 $ 25,991 Unsecured 771 486 104 Real estate: Secured by commercial properties 36,403 40,014 32,149 Secured by residential properties 11,324 12,085 7,769 Construction and land development: Residential construction loans 14 125 111 Commercial construction loans and land development 3,122 4,619 7,462 Consumer 361 659 1,459 Broker-dealer — — — $ 70,413 $ 77,718 $ 75,045 Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). December 31, December 31, 2017 2016 Commercial and industrial: Secured $ 20,262 $ 8,590 Unsecured 616 925 Real estate: Secured by commercial properties 14,620 11,034 Secured by residential properties 1,614 1,197 Construction and land development: Residential construction loans — 28 Commercial construction loans and land development 611 727 Consumer 56 244 Broker-dealer — — $ 37,779 $ 22,745 At December 31, 2017 and 2016, non-covered non-accrual loans included non-covered PCI loans of $3.3 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, $2.7 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 December 31, 2017 and 2016, respectively. Interest income, including recoveries and cash payments, recorded on non-covered impaired loans was $0.5 million, $0.2 million and $8.9 million during 2017, 2016 and 2015, 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 2017, 2016 and 2015, respectively, is shown in the following table (in thousands). At December 31, 2017 and 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Number of Balance at Balance at Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,186 1 $ 1,196 $ 944 1 $ 89 $ 82 Unsecured — — — — — — — — — Real estate: Secured by commercial properties 2 4,775 4,629 — — — 1 1,083 1,040 Secured by residential properties — — — — — — — — — Construction and land development: Residential construction loans — — — — — — — — — Commercial construction loans and land development 1 655 611 — — — 1 76 — Consumer — — — — — — — — — Broker-dealer — — — — — — — — — 4 $ 6,787 $ 6,426 1 $ 1,196 $ 944 3 $ 1,248 $ 1,122 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 2017, 2016 or 2015. The following table presents information regarding TDRs granted during the twelve months preceding December 31, 2017 and 2016, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding December 31, 2017 Twelve Months Preceding December 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 $ 1,196 $ 944 Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,352 — — — Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development 1 655 611 — — — Consumer — — — — — — Broker-dealer — — — — — — 2 $ 2,136 $ 1,963 1 $ 1,196 $ 944 An analysis of the aging of the Company’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 December 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 $ 2,060 $ 312 $ 5,714 $ 8,086 $ 1,544,131 $ 6,099 $ 1,558,316 $ 640 Unsecured 642 — — 642 122,247 — 122,889 — Real estate: Secured by commercial properties 442 — 2,195 2,637 2,213,331 19,675 2,235,643 — Secured by residential properties 1,490 1,290 418 3,198 762,818 9,865 775,881 — Construction and land development: Residential construction loans 315 — — 315 176,937 — 177,252 — Commercial construction loans and land development 1,370 101 — 1,471 782,444 1,438 785,353 — Consumer 194 20 — 214 40,105 127 40,446 — Broker-dealer — — — — 577,889 — 577,889 — $ 6,513 $ 1,723 $ 8,327 $ 16,563 $ 6,219,902 $ 37,204 $ 6,273,669 $ 640 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, PrimeLending had $84.5 million and $44.4 million of loans included in loans held for sale (with an unpaid principal balance of $85.2 million and $44.9 million, respectively) that were 90 days past due and accruing interest at December 31, 2017 and 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 Company utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio with the exception of broker-dealer margin loans. 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 Company. 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 Company 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 Company 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 Company’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Company 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 Company 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). December 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,483,502 $ 17,354 $ 51,361 $ 6,099 $ 1,558,316 Unsecured 121,774 — 1,115 — 122,889 Real estate: Secured by commercial properties 2,154,595 7,647 53,726 19,675 2,235,643 Secured by residential properties 756,091 — 9,925 9,865 775,881 Construction and land development: Residential construction loans 177,252 — — — 177,252 Commercial construction loans and land development 780,905 2,259 751 1,438 785,353 Consumer 40,211 — 108 127 40,446 Broker-dealer 577,889 — — — 577,889 $ 6,092,219 $ 27,260 $ 116,986 $ 37,204 $ 6,273,669 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 It is management’s responsibility to, at the end of each quarter, or more frequently as deemed necessary, analyze the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio. Estimated credit losses are the probable current amount of loans that the Company will be unable to collect given facts and circumstances as of the evaluation date. When management determines that a loan, or portion thereof is uncollectible, the loan, or portion thereof, is charged-off against the allowance for loan losses, or for acquired loans accounted for in pools, charged against either the pool discount or the post-acquisition allowance. Recoveries on charge-offs of loans acquired in the Bank Transactions that occurred prior to their acquisition represent contractual cash flows not expected to be collected and are recorded as accretion income. Recoveries on acquired loans charged-off subsequent to their acquisition are credited to the allowance for loan loss, except for recoveries on loans accounted for in pools, which are credited to the pool discount. The Company has developed a methodology that seeks to determine an allowance within the scope of the Receivables and Contingencies Topics of the ASC. Each of the loans that has been determined to be impaired is within the scope of the Receivables Topic. Impaired loans that are equal to or greater than $0.5 million are individually evaluated using one of three impairment measurement methods as of the evaluation date: (1) the present value of expected future cash flows discounted at the loan’s effective rate, (2) the loan’s observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. Specific reserves are provided in the estimate of the allowance based on the measurement of impairment under these three methods, except for collateral dependent loans, which require the fair value method. All non-impaired loans are within the scope of the Contingencies Topic. Estimates of loss for the Contingencies Topic are calculated based on historical loss, adjusted for qualitative or environmental factors. The Bank uses a rolling three year average net loss rate to calculate historical loss factors. The analysis is conducted by call report loan category, and further disaggregates commercial and industrial loans by collateral type. The analysis uses net charge-off experience by considering charge-offs and recoveries in determining the loss rate. The historical loss calculation for the quarter is calculated by dividing the current quarter net charge-offs for each loan category by the quarter ended loan category balance. The Bank utilizes a weighted average loss rate to better represent recent trends. While historical loss experience provides a reasonable starting point for the analysis, historical losses are not the sole basis upon which the Company determines the appropriate level for the allowance for loan losses. Management considers recent qualitative or environmental factors that are likely to cause estimated credit losses associated with the existing portfolio to differ from historical loss experience, including but not limited to:  changes in the volume and severity of past due, non-accrual and classified loans;  changes in the nature, volume and terms of loans in the portfolio;  changes in lending policies and procedures;  changes in economic and business conditions and developments that affect the collectability of the portfolio;  changes in lending management and staff;  changes in the loan review system and the degree of oversight by the Bank’s board of directors; and  any concentrations of credit and changes in the level of such concentrations. Changes in the volume and severity of past due, non-accrual and classified loans, as well as changes in the nature, volume and terms of loans in the portfolio are key indicators of changes that could indicate a necessary adjustment to the historical loss factors. The magnitude of the impact of these factors on the qualitative assessment of the allowance for loan loss changes from quarter to quarter. The loan review program is designed to identify and monitor problem loans by maintaining a credit grading process, requiring that timely and appropriate changes be made to reviewed loans and coordinating the delivery of the information necessary to assess the appropriateness of the allowance for loan losses. Loans are evaluated for impaired status when: (i) payments on the loan are delayed, typically by 90 days or more (unless the loan is both well secured and in the process of collection), (ii) the loan becomes classified, (iii) the loan is being reviewed in the normal course of the loan review scope, or (iv) the loan is identified by the servicing officer as a problem. In connection with the Bank Transactions, the Bank acquired loans both with and without evidence of credit quality deterioration since origination. PCI loans acquired in the PlainsCapital Merger are accounted for on an individual loan basis, while PCI loans acquired in each of the FNB Transaction and SWS Merger are accounted for in pools as well as on an individual loan basis. Cash flows expected to be collected are recast quarterly for each loan or pool. These evaluations require the continued use and updating of key assumptions and estimates such as default rates, loss severity given default and prepayment speed assumptions (similar to those used for the initial fair value estimate). Management judgment must be applied in developing these assumptions. If expected cash flows for a loan or pool decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan or pool increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield. This increase in accretable yield is taken into income over the remaining life of the loan. Loans without evidence of credit impairment at acquisition are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a methodology similar to that described above for originated loans. The allowance as determined for each loan collateral type is compared to the remaining fair value discount for that loan collateral type. If greater, the excess is recognized as an addition to the allowance through a provision for loan losses. If less than the discount, no additional allowance is recorded. Charge-offs and losses first reduce any remaining fair value discount for the loan and once the discount is depleted, losses are applied against the allowance established for that loan. The allowance for loan losses 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. While the Company believes it has an appropriate allowance for the existing non-covered and covered portfolios at December 31, 2017, additional provisions for losses on existing loans may be necessary in the future. During 2016, the Bank discovered irregularities in connection with a single loan that was in default. As a result, the Bank increased its provision for loan losses and recorded a $24.5 million charge-off during the second quarter of 2016, representing the entire outstanding principal balance of the loan. During the second quarter of 2017, the Bank recorded other noninterest income of $15.0 million from coverage provided by an insurance policy for forgery of a document delivered in connection with this loan. Changes in the allowance for non-covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Year Ended December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of year $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Provision charged to operations 6,725 3,619 848 16 198 11,406 Loans charged off (6,253) (305) (13) (208) — (6,779) Recoveries on charged off loans 1,833 225 7 79 — 2,144 Balance, end of year $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 Commercial and Construction and Year Ended December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of year $ 19,845 $ 18,983 $ 6,064 $ 314 $ 209 $ 45,415 Provision charged to (recapture from) operations 33,369 7,297 938 190 (53) 41,741 Loans charged off (33,776) (1,439) — (203) (1) (35,419) Recoveries on charged off loans 1,931 395 — 123 — 2,449 Balance, end of year $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Commercial and Construction and Year Ended December 31, 2015 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of year $ 18,833 $ 11,131 $ 6,450 $ 461 $ 166 $ 37,041 Provision charged to (recapture from) operations 4,598 7,937 (386) 104 (80) 12,173 Loans charged off (7,144) (605) — (378) — (8,127) Recoveries on charged off loans 3,558 520 — 127 123 4,328 Balance, end of year $ 19,845 $ 18,983 $ 6,064 $ 314 $ 209 $ 45,415 The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 16,819 $ 13,782 $ 611 $ — $ — $ 31,212 Loans collectively evaluated for impairment 1,658,287 2,968,202 960,556 40,319 577,889 6,205,253 PCI Loans 6,099 29,540 1,438 127 — 37,204 $ 1,681,205 $ 3,011,524 $ 962,605 $ 40,446 $ 577,889 $ 6,273,669 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 December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 365 $ 932 $ 93 $ — $ — $ 1,390 Loans collectively evaluated for impairment 23,220 26,127 7,536 293 353 57,529 PCI Loans 89 1,716 215 18 — 2,038 $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 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	12 Months Ended
	Dec. 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 December 31, 2017, the Bank has recorded a related “true-up” payment accrual of $16.3 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 similar 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). December 31, 2017 2016 Commercial and industrial $ 1,055 $ 2,697 Real estate 179,359 244,469 Construction and land development 1,715 8,961 182,129 256,127 Allowance for covered loans (2,729) Total covered loans, net of allowance $ 179,400 $ 255,714 The following table presents the carrying value and the outstanding contractual balance of the covered PCI loans (in thousands). December 31, 2017 2016 Carrying amount $ 87,113 $ 133,754 Outstanding balance 179,019 266,098 Changes in the accretable yield for the covered PCI loans were as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of period $ 143,731 $ 176,719 $ 193,493 Reclassifications from nonaccretable difference, net (1) 9,110 41,239 70,884 Transfer of loans to covered OREO (2) (999) (487) (1,309) Accretion (60,009) (73,740) (86,349) Balance, end of period $ 91,833 $ 143,731 $ 176,719 (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 $72.7 million and $94.5 million at December 31, 2017 and 2016, respectively. During 2017, 2016 and 2015, 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 December 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 3,783 $ — $ 194 $ 194 $ 19 Unsecured 5,732 — — — — Real estate: Secured by commercial properties 80,223 2,388 21,171 23,559 1,817 Secured by residential properties 125,361 249 63,107 63,356 861 Construction and land development: Residential construction loans 672 — — — — Commercial construction loans and land development 11,118 4 — 4 — 226,889 2,641 84,472 87,113 2,697 Non-PCI Commercial and industrial: Secured 44 — — — — Unsecured — — — — — Real estate: Secured by commercial properties — — — — — Secured by residential properties 6,279 5,370 — 5,370 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 18 12 — 12 — 6,341 5,382 — 5,382 — $ 233,230 $ 8,023 $ 84,472 $ 92,495 $ 2,697 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). Year Ended December 31, 2017 2016 2015 Commercial and industrial: Secured $ 730 $ 3,530 $ 9,934 Unsecured 150 1,040 4,293 Real estate: Secured by commercial properties 38,253 75,159 162,812 Secured by residential properties 73,332 88,794 121,069 Construction and land development: Residential construction loans — 331 1,017 Commercial construction loans and land development 2,620 13,067 33,278 $ 115,085 $ 181,921 $ 332,403 Covered non-accrual loans are summarized by class in the following table (in thousands). December 31, 2017 2016 Commercial and industrial: Secured $ — $ 52 Unsecured — — Real estate: Secured by commercial properties — 730 Secured by residential properties 5,087 3,035 Construction and land development: Residential construction loans — — Commercial construction loans and land development 17 19 $ 5,104 $ 3,836 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. The amount of such loans included in covered non-accrual loans at December 31, 2017 was nominal. Interest income, including recoveries and cash payments, recorded on covered impaired loans was $1.3 million, $1.1 million, and $17.2 million during 2017, 2016 and 2015, respectively. 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. Information regarding TDRs granted in 2015 is shown in the following table (in thousands). There were no TDRs granted during 2017 or 2016. Pooled Loans are not in the scope of the disclosure requirements for TDRs. At December 31, 2017 and 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Year Ended December 31, 2015 Number of Balance at Balance at Loans Extension End of Period Commercial and industrial: Secured — $ — $ — Unsecured — — — Real estate: Secured by commercial properties 1 573 — Secured by residential properties 7 860 824 Construction and land development: Residential construction loans — — — Commercial construction loans and land development — — — 8 $ 1,433 $ 824 During 2015, the covered loan modifications included in the table above included two loans involving payment term extensions, six loans that involved an A/B Note restructure, and six loans that included interest rate adjustments. The Bank did not grant principal reductions on any restructured covered loans. There were no TDRs granted during the twelve months preceding December 31, 2017 or 2016 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 December 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 $ — $ — $ — $ — $ 861 $ 194 $ 1,055 $ — Unsecured — — — — — — — — Real estate: Secured by commercial properties 209 113 — 322 11,472 23,559 35,353 — Secured by residential properties 5,624 1,211 3,226 10,061 70,589 63,356 144,006 283 Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development 38 — — 38 1,673 4 1,715 — $ 5,871 $ 1,324 $ 3,226 $ 10,421 $ 84,595 $ 87,113 $ 182,129 $ 283 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). December 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 429 $ — $ 432 $ 194 $ 1,055 Unsecured — — — — — Real estate: Secured by commercial properties 10,961 — 833 23,559 35,353 Secured by residential properties 68,544 356 11,750 63,356 144,006 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 1,649 — 62 4 1,715 $ 81,583 $ 356 $ 13,077 $ 87,113 $ 182,129 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 the covered loans is consistent with that of non-covered loans as discussed in Note 5 to the consolidated financial statements. To the extent there is experienced or projected credit deterioration on the acquired covered loan pools subsequent to amounts estimated at the previous quarterly recast date and expected cash flows for a loan or pool decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan or pool increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield. This increase in accretable yield is taken into income over the remaining life of the loan. Additionally, provision for credit losses will be recorded on advances on covered loans subsequent to the acquisition date in a manner consistent with the allowance for non-covered loan losses. Changes in the allowance for covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Year Ended December 31, 2017 Industrial Real Estate Land Development Total Balance, beginning of year $ 35 $ 378 $ — $ 413 Provision charged to (recaptured from) operations 32 2,840 (7) 2,865 Loans charged off (49) (522) — (571) Recoveries on charged off loans 6 6 10 22 Balance, end of year $ 24 $ 2,702 $ 3 $ 2,729 Commercial and Construction and Year Ended December 31, 2016 Industrial Real Estate Land Development Total Balance, beginning of year $ 758 $ 774 $ — $ 1,532 Provision recaptured from operations (717) (351) (53) (1,121) Loans charged off (6) (62) (51) (119) Recoveries on charged off loans — 17 104 121 Balance, end of year $ 35 $ 378 $ — $ 413 Commercial and Construction and Year Ended December 31, 2015 Industrial Real Estate Land Development Total Balance, beginning of year $ 1,193 $ 3,334 $ 84 $ 4,611 Provision charged to operations 258 189 95 542 Loans charged off (915) (2,869) (179) (3,963) Recoveries on charged off loans 222 120 — 342 Balance, end of year $ 758 $ 774 $ — $ 1,532 The covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and December 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 861 92,444 1,711 95,016 PCI Loans 194 86,915 4 87,113 $ 1,055 $ 179,359 $ 1,715 $ 182,129 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 December 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 5 24 3 32 PCI Loans 19 2,678 — 2,697 $ 24 $ 2,702 $ 3 $ 2,729 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). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 51,642 $ 99,090 $ 136,945 Additions to covered OREO 6,700 13,876 50,465 Dispositions of covered OREO (17,866) (42,843) (71,765) Valuation adjustments in the period (3,732) (18,481) (16,555) Balance, end of year $ 36,744 $ 51,642 $ 99,090 During 2017, 2016 and 2015, 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. The downward valuations recorded during the periods presented above were related to covered assets subject to the loss-share agreements with the FDIC. These additional downward valuation adjustments reflect changes to the assumptions regarding the fair value of the OREO, including in some cases the intended use of the OREO, due to the availability of more information as well as the passage of time. The process of determining fair value is subjective in nature and requires the use of significant estimates and assumptions. Although the Bank makes market-based assumptions when valuing acquired assets, new information may come to light that causes estimates to increase or decrease. When the Bank determines, based on subsequent information, that its estimates require adjustment, the Bank records the adjustment. The accounting for such adjustments requires that the decreases to fair value be recorded at the time such new information is received, while increases to fair value are recorded when the asset is subsequently sold. FDIC Indemnification Asset A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 71,313 $ 91,648 $ 130,437 FDIC Indemnification Asset accretion (amortization) (17,083) 242 1,147 Transfers to due from FDIC and other (24,890) (20,577) (39,936) Balance, end of year $ 29,340 $ 71,313 $ 91,648 As of December 31, 2017, the Bank had billed $147.8 million to and collected $145.8 million from the FDIC, which represented reimbursable covered losses and expenses through September 30, 2017. During 2017, the Bank recorded $17.1 million of amortization related to the FDIC Indemnification Asset due to lower than projected collections from the FDIC than originally estimated at the Bank Closing Date.

Cash and Due from Banks

Cash and Due from Banks	12 Months Ended
	Dec. 31, 2017
Cash and Due from Banks
Cash and Due from Banks	7. Cash and Due from Banks Cash and due from banks consisted of the following (in thousands). December 31, 2017 2016 Cash on hand $ 44,765 $ 49,152 Clearings and collection items 92,271 78,328 Deposits at Federal Reserve Bank 248,442 354,948 Deposits at Federal Home Loan Bank 1,501 4,237 Deposits in FDIC-insured institutions 99,998 182,692 $ 486,977 $ 669,357 The amounts above include interest-bearing deposits of $302.2 million and $479.3 million at December 31, 2017 and 2016, respectively. Cash on hand and deposits at the Federal Reserve Bank satisfy regulatory reserve requirements at December 31, 2017.

Premises and Equipment

Premises and Equipment	12 Months Ended
	Dec. 31, 2017
Premises and Equipment
Premises and Equipment	8. Premises and Equipment The components of premises and equipment are summarized as follows (in thousands). December 31, 2017 2016 Land and premises $ 111,203 $ 111,295 Furniture and equipment 207,552 190,914 318,755 302,209 Less accumulated depreciation and amortization (141,178) (111,848) $ 177,577 $ 190,361 The amounts shown above include gross assets recorded under capital leases of $8.4 million and $8.4 million, with accumulated amortization of $3.3 million and $2.5 million at December 31, 2017 and 2016, respectively. Occupancy expense was reduced by rental income of $1.8 million, $2.0 million and $2.2 million during 2017, 2016 and 2015, respectively. Depreciation and amortization expense on premises and equipment, which includes amortization of capital leases, amounted to $34.6 million, $35.4 million and $37.2 million during 2017, 2016 and 2015, respectively.

Goodwill and Other Intangible

Goodwill and Other Intangible	12 Months Ended
	Dec. 31, 2017
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	9. Goodwill and Other Intangible Assets At both December 31, 2017 and 2016, the carrying amount of goodwill of $251.8 million was comprised of $24.0 million recorded in connection with the acquisition of NLC and $227.8 million recorded in connection with the PlainsCapital Merger. Other intangible assets of $36.4 million and $44.7 million at December 31, 2017 and 2016, respectively, include an indefinite lived intangible asset with an estimated fair value of $3.0 million related to state licenses acquired as a part of the NLC acquisition in January 2007. The Company performed required annual impairment tests of its goodwill and other intangible assets having an indefinite useful life as of October 1 st for each of its reporting units. At October 1, 2017, the Company determined that the estimated fair value of each of its reporting units exceeded its carrying value. The Company estimated the fair values of its reporting units based on both a market and income approach using historical, normalized actual and forecasted results. Based on this evaluation, the Company concluded that the goodwill and other identifiable intangible assets were fully realizable. The Company’s evaluation includes multiple assumptions, including estimated discounted cash flows and other estimates that may change over time. If future discounted cash flows become less than those projected by the Company, future impairment charges may become necessary that could have a materially adverse impact on the Company’s results of operations and financial condition. As quoted market prices in active stock markets are relevant evidence of fair value, a significant decline in the Company’s common stock trading price may indicate an impairment of goodwill. Based on the results of the previously noted annual quantitative analysis as of October 1, 2017, the fair values of each of the Company’s reporting units indicated no impairment of goodwill. This analysis and the resulting estimated fair value of the insurance reporting unit exceeded the carrying value by approximately 12%, which represented a decline in the estimated excess fair value over carrying value from recent annual goodwill assessments. This decrease in the excess fair value over carrying value from the 2016 assessment to the 2017 assessment was primarily a result of a reduction in projected discounted cash flows driven by the insurance reporting unit’s current operating performance being below expectations, which was primarily attributable to catastrophic and sub-catastrophic weather-related events which occurred in 2017. In the event future operating performance is below management’s forecasted projections, there are negative changes to long-term growth rates or discount rates increase, the fair value of the insurance reporting unit may decline and the Company may be required to record a goodwill impairment charge. The carrying value of intangible assets subject to amortization was as follows (in thousands). Estimated Gross Net Useful Life Intangible Accumulated Intangible December 31, 2017 (Years) Assets Amortization Assets Core deposits 4 - 12 $ 38,930 $ (26,381) $ 12,549 Trademarks and trade names 15 - 20 20,000 (7,860) 12,140 Noncompete agreements 4 - 6 11,650 (10,529) 1,121 Customer contracts and relationships 12 - 14 21,400 (13,906) 7,494 Agent relationships 13 3,600 (3,472) 128 $ 95,580 $ (62,148) $ 33,432 Estimated Gross Net Useful Life Intangible Accumulated Intangible December 31, 2016 (Years) Assets Amortization Assets Core deposits 4 - 12 $ 38,930 $ (22,255) $ 16,675 Trademarks and trade names 15 - 20 20,000 (6,877) 13,123 Noncompete agreements 4 - 6 11,650 (9,306) 2,344 Customer contracts and relationships 12 - 14 21,400 (12,097) 9,303 Agent relationships 13 3,600 (3,350) 250 $ 95,580 $ (53,885) $ 41,695 Amortization expense related to intangible assets during 2017, 2016 and 2015 was $8.3 million, $10.2 million and $12.4 million, respectively. The estimated aggregate future amortization expense for intangible assets at December 31, 2017 is as follows (in thousands). 2018 $ 7,289 2019 5,142 2020 4,352 2021 3,607 2022 3,222 Thereafter 9,820 $ 33,432

Mortgage Servicing Rights

Mortgage Servicing Rights	12 Months Ended
	Dec. 31, 2017
Mortgage Servicing Rights
Mortgage Servicing Rights	10. 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). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 61,968 $ 52,285 $ 36,155 Additions 16,401 23,381 24,974 Sales (17,499) (7,586) — Changes in fair value: Due to changes in model inputs or assumptions (1) (1,722) (153) (2,150) Due to customer payoffs (4,434) (5,959) (6,694) Balance, end of year $ 54,714 $ 61,968 $ 52,285 December 31, 2017 2016 Mortgage loans serviced for others $ 4,762,042 $ 5,480,943 MSR asset as a percentage of serviced mortgage loans 1.15 % 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. December 31, 2017 2016 Weighted average constant prepayment rate 10.93 % 10.47 % Weighted average discount rate 11.03 % 10.95 % Weighted average life (in years) 6.9 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). December 31, 2017 2016 Constant prepayment rate: Impact of 10% adverse change $ (1,948) $ (2,297) Impact of 20% adverse change (3,839) (4,471) Discount rate: Impact of 10% adverse change (2,135) (2,539) Impact of 20% adverse change (4,103) (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 $20.7 million, $23.8 million and $19.6 million during 2017, 2016 and 2015, respectively, were included in other noninterest income within the consolidated statements of operations.

Deposits

Deposits	12 Months Ended
	Dec. 31, 2017
Deposits
Deposits	11. Deposits Deposits are summarized as follows (in thousands). December 31, 2017 2016 Noninterest-bearing demand $ 2,411,849 $ 2,199,483 Interest-bearing: NOW accounts 1,202,752 1,252,832 Money market 2,222,555 1,626,218 Brokered - money market 101,624 125,272 Demand 411,771 384,847 Savings 218,812 279,911 Time 1,313,482 1,145,859 Brokered - time 95,274 49,389 $ 7,978,119 $ 7,063,811 At December 31, 2017, deposits include $778.8 million of time deposit accounts that meet or exceed the FDIC insurance limit of $250,000. Scheduled maturities of interest-bearing time deposits at December 31, 2017 are as follows (in thousands). 2018 $ 791,721 2019 509,244 2020 82,839 2021 15,155 2022 and thereafter 9,797 $ 1,408,756

Short-term Borrowings

Short-term Borrowings	12 Months Ended
	Dec. 31, 2017
Short-term Borrowings
Short-term Borrowings	12. Short-term Borrowings Short-term borrowings are summarized as follows (in thousands). December 31, 2017 2016 Federal funds purchased $ 101,775 $ 87,125 Securities sold under agreements to repurchase 539,149 195,164 Federal Home Loan Bank 250,000 1,000,000 Short-term bank loans 315,500 135,000 $ 1,206,424 $ 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). Year Ended December 31, 2017 2016 2015 Average balance during the year $ 588,847 $ 368,102 $ 315,904 Average interest rate during the year 1.06 % 0.58 % 0.33 % Maximum month-end balance during the year 904,704 520,715 514,776 December 31, 2017 2016 Average interest rate at end of year 1.21 % 0.42 % Securities underlying the agreements at end of year: Carrying value $ 581,636 $ 209,877 Estimated fair value $ 598,300 $ 206,641 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. At December 31, 2017, the Bank had available collateral of $3.3 billion, substantially all of which was blanket collateral. Other information regarding FHLB short-term borrowings is shown in the following tables (dollars in thousands). Year Ended December 31, 2017 2016 2015 Average balance during the year $ 390,616 $ 361,475 $ 294,959 Average interest rate during the year 1.08 % 0.46 % 0.27 % Maximum month-end balance during the year $ 850,000 $ 1,000,000 $ 600,000 December 31, 2017 2016 Average interest rate at end of year % % 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 December 31, 2017 and 2016 was 2.27% and 1.59%, respectively.

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2017
Notes Payable
Notes Payable	13. Notes Payable Notes payable consisted of the following (in thousands). December 31, 2017 2016 Senior Notes due April 2025, net of discount of $1,545 and $1,689, respectively $ 148,455 $ 148,311 FHLB notes, net of premium of $436 and $948, respectively, with maturities ranging from February 2018 to June 2030 and interest payable monthly 19,402 102,596 Insurance company note payable due March 2035, paid off in June 2017 — 20,000 NLIC note payable due May 2033, three-month LIBOR plus 4.10% (5.71% at December 31, 2017) with interest payable quarterly 10,000 10,000 NLIC note payable due September 2033, three-month LIBOR plus 4.05% (5.66% at December 31, 2017) with interest payable quarterly 10,000 10,000 ASIC note payable due April 2034, three-month LIBOR plus 4.05% (5.66% at December 31, 2017) with interest payable quarterly 7,500 7,500 Insurance company line of credit due December 30, 2018, 3.25% plus a calculated index rate (4.00% at December 31, 2017) with interest payable quarterly 1,000 3,000 Ventures Management lines of credit, with interest payable monthly 12,452 16,505 $ 208,809 $ 317,912 Senior Notes On April 9, 2015, Hilltop completed an offering of $150.0 million aggregate principal amount of its 5% senior notes due 2025 (“Senior Unregistered Notes”) in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Senior Unregistered Notes were offered within the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to persons outside of the United States under Regulation S under the Securities Act. The Senior Unregistered Notes were issued pursuant to an indenture, dated as of April 9, 2015, by and between Hilltop and U.S. Bank National Association, as trustee. The net proceeds from the offering, after deducting estimated fees and expenses and the initial purchasers’ discounts, were approximately $148 million. Hilltop used the net proceeds of the offering to redeem all of Hilltop’s outstanding Non-Cumulative Perpetual Preferred Stock, Series B at an aggregate liquidation value of $114.1 million, plus accrued but unpaid dividends of $0.4 million, and Hilltop utilized the remainder for general corporate purposes. Unamortized debt issuance costs presented as a reduction from the Senior Notes are discussed further in Note 1 to the consolidated financial statements. In connection with the issuance of the Senior Unregistered Notes, on April 9, 2015, the Company entered into a registration rights agreement with the initial purchasers of the Senior Unregistered Notes. Under the terms of the registration rights agreement, the Company agreed to offer to exchange the Senior Unregistered Notes for notes registered under the Securities Act (the “Senior Registered Notes”). The terms of the Senior Registered Notes are substantially identical to the Senior Unregistered Notes for which they were exchanged (including principal amount, interest rate, maturity and redemption rights), except that the Senior Registered Notes generally are not subject to transfer restrictions. On May 22, 2015 and subject to the terms and conditions set forth in the Senior Registered Notes prospectus, the Company commenced an offer to exchange the Senior Unregistered Notes for Senior Registered Notes. Substantially all of the Senior Unregistered Notes were tendered in the exchange offer, and on June 22, 2015, the Company fulfilled its requirements under the registration rights agreement for the Senior Unregistered Notes by issuing Senior Registered Notes in exchange for the tendered Senior Unregistered Notes. The Senior Registered Notes and the Senior Unregistered Notes that remain outstanding are collectively referred to as the “Senior Notes.” The Senior Notes bear interest at a rate of 5% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year. The Senior Notes will mature on April 15, 2025, unless Hilltop redeems the Senior Notes, in whole at any time or in part from time to time, on or after January 15, 2025 (three months prior to the maturity date of the Senior Notes) at its election at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The indenture contains covenants that limit the Company’s ability to, among other things and subject to certain significant exceptions: (i) dispose of or issue voting stock of certain of the Company’s bank subsidiaries or subsidiaries that own voting stock of the Company’s bank subsidiaries, (ii) incur or permit to exist any mortgage, pledge, encumbrance or lien or charge on the capital stock of certain of the Company’s bank subsidiaries or subsidiaries that own capital stock of the Company’s bank subsidiaries and (iii) sell all or substantially all of the Company’s assets or merge or consolidate with or into other companies. The indenture also provides for certain events of default, which, if any of them occurs, would permit or require the principal amount, premium, if any, and accrued and unpaid interest on the then outstanding Senior Notes to be declared immediately due and payable. Federal Home Loan Bank notes The FHLB notes, assumed by the Bank in the SWS Merger, have interest rates ranging from 1.19% to 5.70%, with a weighted average interest rate of 2.10% at December 31, 2017. The FHLB notes, as well as other borrowings from the FHLB, are collateralized by FHLB stock, a blanket lien on commercial and real estate loans, as well as by the amount of securities that are in safekeeping at the FHLB, the value of which was $3.3 billion at December 31, 2017. NLIC, ASIC and Insurance Company Notes Payable On June 14, 2017, NLC paid off the $20.0 million insurance company note payable due March 2035. The NLIC and ASIC notes payable to unaffiliated companies are each subordinated in right of payment to all policy claims and other indebtedness of NLIC and ASIC, respectively. Further, all payments of principal and interest require the prior approval of the Insurance Commissioner of the State of Texas and are only payable to the extent that the statutory surplus of NLIC exceeds $30 million and ASIC exceeds $15 million. The NLIC and ASIC loan agreements relating to the notes payable contain various covenants pertaining to limitations on additional debt, dividends, officer and director compensation, and minimum capital requirements. The Company was in compliance with the covenants at December 31, 2017. NLC has entered into an indenture relating to the NLIC and ASIC notes payable which provides that (i) if a person or group becomes the beneficial owner directly or indirectly of 50% or more of its equity securities and (ii) if NLC’s ratings are downgraded by a nationally recognized statistical rating organization (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then each holder of the notes governed by such indenture has the right to require that NLC purchase such holder’s notes in whole or in part at a price equal to 100% of the outstanding principal amount. Insurance Company Line of Credit The Company’s insurance subsidiary has a line of credit with a financial institution which allows for borrowings by NLC of up to $7.5 million and is collateralized by substantially all of NLC’s assets. The loan agreements relating to the line of credit contain various financial and other covenants which must be maintained until all indebtedness to the financial institution is repaid. The Company was in compliance with the covenants at December 31, 2017. Ventures Management Lines of Credit At December 31, 2017, Ventures Management’s ABAs had combined available lines of credit totaling $70.0 million, $30.0 million of which was with a single unaffiliated bank, while $40.0 million was with the Bank. At December 31, 2017, the outstanding balance of $12.5 million was related to a single line of credit with an unaffiliated bank with a stated interest rate of the greater of a calculated index rate on mortgage notes or 2.75%. The calculated index rate on mortgage notes held at December 31, 2017 was 3.09%. The Ventures Management lines of credit are collateralized by mortgage notes, and the loan agreements relating to the lines of credit contain various financial and other covenants which must be maintained until all indebtedness to the financial institution is repaid. The Company was in compliance with the covenants at December 31, 2017. Scheduled Maturities Scheduled maturities for notes payable outstanding at December 31, 2017 are as follows (in thousands). 2018 $ 25,791 2019 — 2020 3,425 2021 508 2022 203 Thereafter 179,991 $ 209,918

Junior Subordinated Debentures

Junior Subordinated Debentures and Trust Preferred Securities	12 Months Ended
	Dec. 31, 2017
Junior Subordinated Debentures and Trust Preferred Securities
Junior Subordinated Debentures and Trust Preferred Securities	14. Junior Subordinated Debentures and Trust Preferred Securities PCC has four statutory Trusts, three of which were formed under the laws of the state of Connecticut and one of which, PCC Statutory Trust IV, was formed under the laws of the state of Delaware. The Trusts were created for the sole purpose of issuing and selling preferred securities and common securities, using the resulting proceeds to acquire junior subordinated debentures issued by PCC (the “Debentures”). Accordingly, the Debentures are the sole assets of the Trusts, and payments under the Debentures are the sole revenue of the Trusts. All of the common securities are owned by PCC; however, PCC is not the primary beneficiary of the Trusts. Accordingly, the Trusts are not included in the Company’s consolidated financial statements. The Trusts have issued $65,000,000 of floating rate preferred securities and $2,012,000 of common securities and have invested the proceeds from the securities in floating rate Debentures of PCC. Information regarding the PCC Debentures is shown in the following table (in thousands). Investor Issue Date Amount PCC Statutory Trust I July 31, 2001 $ 18,042 PCC Statutory Trust II March 26, 2003 $ 18,042 PCC Statutory Trust III September 17, 2003 $ 15,464 PCC Statutory Trust IV February 22, 2008 $ 15,464 The stated term of the Debentures is 30 years with interest payable quarterly. The rate on the Debentures, which resets quarterly, is 3-month LIBOR plus an average spread of 3.22%. The total average interest rate at December 31, 2017 was 4.72%. The term, rate and other features of the preferred securities are the same as the Debentures. PCC’s obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee of the Trust’s obligations under the preferred securities.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Taxes
Income Taxes	15. Income Taxes The significant components of the income tax provision are as follows (in thousands). Year Ended December 31, 2017 2016 2015 Current: Federal $ 63,769 $ 82,970 $ 49,570 State 5,440 10,181 3,969 69,209 93,151 53,539 Deferred: Federal 40,176 (6,732) 17,295 State 757 (2,958) 81 40,933 (9,690) 17,376 $ 110,142 $ 83,461 $ 70,915 The income tax provision differs from the amount that would be computed by applying the statutory Federal income tax rate of 35% to income before income taxes as a result of the following (in thousands). Year Ended December 31, 2017 2016 2015 Computed tax at federal statutory rate $ 85,150 $ 80,992 $ 99,223 Tax effect of: Tax Legislation 28,363 — — Non-taxable acquisition gain (6,682) — (33,426) Nondeductible transaction costs 774 2,608 3,969 Nondeductible expenses 3,089 3,301 3,215 State income taxes 4,028 4,708 2,632 Tax-exempt income, net (2,758) (2,850) (2,563) Valuation allowance — (2,094) (1,889) Share-based compensation benefit (412) (2,391) — Other (1,410) (813) (246) $ 110,142 $ 83,461 $ 70,915 The components of the tax effects of temporary differences that give rise to the net deferred tax asset included in other assets within the consolidated balance sheets are as follows (in thousands). December 31, 2017 2016 Deferred tax assets: Net operating and built-in loss carryforward $ 11,697 $ 21,381 Covered loans 20,024 43,512 Purchase accounting adjustment - loans 4,859 10,682 Allowance for loan losses 15,105 20,703 Compensation and benefits 15,860 44,368 Legal and other reserves 4,359 15,985 Foreclosed property 6,400 16,486 Other 11,961 19,297 90,265 192,414 Deferred tax liabilities: Premises and equipment 10,288 21,013 FDIC Indemnification Asset 3,502 21,600 Intangible assets 8,994 17,392 Derivatives 4,527 8,581 Loan servicing 13,184 23,187 Other 8,156 18,868 48,651 110,641 Net deferred tax asset $ 41,614 $ 81,773 The Tax Legislation enacted on December 22, 2017 significantly revises the U.S. corporate income tax by lowering corporate income tax rates. The Company’s results during the fourth quarter and full year of 2017 include the estimated impact of a non-recurring, non-cash charge of $28.4 million as a result of the enactment of the Tax Legislation. The charge was primarily due to the revaluation of deferred tax assets as a result of the reduction in the corporate tax rate from 35% to 21%, and other anticipated impacts associated with the Tax Legislation. Certain Tax Legislation amounts are considered reasonable estimates as of December 31, 2017 and could be adjusted during the measurement period, which will end in December 2018, as a result of further refinement of calculations, changes in interpretations and assumptions made, guidance that may be issued and actions the Company may take as a result of the Tax Legislation. The Company’s effective tax rate was 45.3%, 36.1% and 25.0% during 2017, 2016 and 2015, respectively. The effective tax rate during 2017 was higher than the statutory rate primarily due to the revaluation of deferred tax assets as a result of the Tax Legislation, partially offset by a non-taxable gain recorded in the resolution of the SWS appraisal proceedings as the SWS Merger was a tax-free reorganization. The effective tax rate during 2016 was relatively consistent with the statutory rate, but did include effects related to non-deductible transaction costs associated with the SWS Merger, offset by the reversal of a valuation allowance of $2.2 million previously established on a deferred tax asset associated with the SWS Merger and the recognition of excess tax benefits on share-based payment awards as a result of the Company’s adoption of the provisions of Accounting Standards Update (“ASU”) 2016-09 as of January 1, 2016 as discussed in Note 33 to the consolidated financial statements. The lower effective tax rate during 2015 was primarily due to no income taxes being recorded during 2015 in connection with the bargain purchase gain of $81.3 million associated with the SWS Merger. In addition, during 2015, the Company recorded an income tax benefit of $2.1 million as a result of the SWS Merger to reverse the deferred tax liability for the difference between book and tax basis on Hilltop’s investment in SWS common stock and also reversed a valuation allowance of $1.9 million previously established on a deferred tax asset for a capital loss carryforward. At December 31, 2017 and 2016, the Company had net operating loss carryforwards for Federal income tax purposes of $29.9 million and $37.8 million, respectively (or $6.3 million and $13.2 million, respectively, on a tax effected basis at applicable rates for respective tax years). The net operating loss carryforwards are subject to an annual Section 382 limitation on their usage. These net operating loss carryforwards expire in starting in 2032. The Company expects to realize its current deferred tax asset for these net operating loss carryforwards through the implementation of certain tax planning strategies, core earnings, and reversal of timing differences. At December 31, 2017, the Company also had a recognized built-in loss (“RBIL”) carryover of $20.5 million from the ownership change resulting from the SWS Merger. These RBILs, if recognized during a five year recognition period before January 1, 2020, are subject to the annual Section 382 limitation rules similar to the Company’s net operating loss carryforwards. The RBIL’s are expected to be fully realized prior to any expiration. The Company’s remaining net unrealized built-in loss of $9.8 million, if recognized during a five year recognition period before January 1, 2020, would also be subject to the Section 382 limitation. Based on the Company’s evaluation of its deferred tax assets, management determined that no valuation allowance against its gross deferred tax assets was necessary at December 31, 2017 or 2016. GAAP requires the measurement of uncertain tax positions. Uncertain tax positions are the difference between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes. At December 31, 2017 and 2016, the total amount of gross unrecognized tax benefits was $1.6 million and $1.7 million, respectively, of which $1.2 million and $1.1 million, respectively, if recognized, would favorably impact the Company’s effective tax rate. The aggregate changes in gross unrecognized tax benefits, which excludes interest and penalties, are as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 1,704 $ 644 $ 644 Increases related to tax positions taken during a prior year 476 844 — Decreases related to tax positions taken during a prior year (1,273) — — Increases related to tax positions taken during the current year 667 216 — Balance, end of year $ 1,574 $ 1,704 $ 644 The Company believes that it is reasonably possible that certain state matters may be concluded in the next twelve months. Specific positions that may be resolved include issues involving apportionment and various other matters. At December 31, 2017, the unrecognized tax benefit is recorded as taxes receivable, which is included in other assets within the consolidated balance sheet. The Company files income tax returns in U.S. federal and numerous state jurisdictions. The Company is subject to tax audits in numerous jurisdictions in the United States until the applicable statute of limitations expires. The Company is no longer subject to U.S. federal tax examinations for tax years prior to 2014. The Company is open for various state tax audits for tax years 2013 and later. The Company is currently under income tax examination by a state authority for tax years 2013 through 2015. As of December 31, 2017, the state authority has not proposed any significant adjustments to the Company’s tax positions for which the Company does not have adequate reserves.

Employee Benefits

Employee Benefits	12 Months Ended
	Dec. 31, 2017
Employee Benefits
Employee Benefits	16. Employee Benefits Hilltop and its subsidiaries have benefit plans that provide for elective deferrals by employees under Section 401(k) of the Internal Revenue Code. Employee contributions are determined by the level of employee participation and related salary levels per Internal Revenue Service regulations. Hilltop and its subsidiaries match a portion of employee contributions based on the amount of eligible employees’ contributions and salaries. In addition, Hilltop, PCC and the Bank made additional contributions to employees’ 401(k) accounts based on achievement of certain corporate objectives through December 31, 2015. The amount charged to operating expense for these matching contributions totaled $13.9 million, $15.1 million and $12.6 million during 2017, 2016 and 2015, respectively. Effective upon the completion of the PlainsCapital Merger, the Company recorded a liability of $8.9 million associated with separate retention agreements entered into between Hilltop and two executive officers. At December 31, 2017 and 2016, the recorded liability, including interest, was $9.1 million and $9.0 million, respectively. The Bank purchased $15.0 million of flexible premium universal life insurance in 2001 to help finance the annual expense incurred in providing various employee benefits. At December 31, 2017 and 2016, the carrying value of the policies included in other assets was $25.8 million and $24.8 million, respectively. During 2017, 2016 and 2015, the Bank recorded income of $0.6 million, $0.6 million and $0.8 million, respectively, related to the policies that was reported in other noninterest income within the consolidated statement of operations. Deferred Compensation Plan As a result of the SWS Merger, the Company assumed a deferred compensation plan (the “SWS Plan”) that allows former SWS eligible officers and employees to defer a portion of their bonus compensation and commissions. The SWS Plan matched 15% of the deferrals made by participants up to a predetermined limit through matching contributions that vest ratably over four years. Pursuant to the terms of the SWS Plan, the trustee periodically purchased the former SWS common stock in the open market. As a result of the SWS Merger, the former SWS common shares were converted into Hilltop common stock based on the terms of the merger agreement. No further contributions can be made to this plan. The assets of the SWS Plan are held in a rabbi trust and primarily include investments in company-owned life insurance (“COLI”) and Hilltop common stock. These assets are consolidated with those of the Company. Investments in COLI are carried at the cash surrender value of the insurance policies and recorded in other assets within the consolidated balance sheet at December 31, 2017 and 2016, respectively. Investments in Hilltop common stock, which are carried at cost, and the corresponding liability related to the deferred compensation plan are presented as components of stockholders’ equity as employee stock trust and deferred compensation employee stock trust, net, respectively, at December 31, 2017 and 2016, respectively.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions
Related Party Transactions	17. Related Party Transactions Pursuant to a Sublease Agreement, Diamond A Administration Company LLC (“Diamond A Admin”), an affiliate of Gerald J. Ford, the current Chairman of the Board of Hilltop and the beneficial owner of 16.2% of Hilltop common stock at December 31, 2017, currently provides office space to Hilltop at a cost of $24 thousand per month. This Sublease Agreement continues in effect until July 31, 2018 or such earlier date that the base lease expires. Jeremy B. Ford, a director and the President and Co-Chief Executive Officer of Hilltop, is the beneficiary of a trust that owns a 49% limited partnership interest in Diamond A Financial, L.P. Diamond A Financial, L.P. owned 16.2% of the outstanding Hilltop common stock at December 31, 2017. He also is a director and the Secretary of Diamond A Admin, which provides office space to Hilltop as described in the preceding paragraph. Diamond A Admin is owned by Hunter’s Glen/Ford, Ltd., a limited partnership in which a trust for the benefit of Jeremy B. Ford is a 46% limited partner. Jeremy B. Ford is the son of Gerald J. Ford. Corey G. Prestidge, Hilltop’s General Counsel and Secretary, is the son-in-law of Gerald J. Ford. Accordingly, Messrs. Jeremy Ford and Corey Prestidge are brothers-in-law. In the ordinary course of business, the Bank has granted loans to certain directors, executive officers and their affiliates (collectively referred to as related parties) totaling $34.6 million and $27.3 million at December 31, 2017 and 2016, respectively. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. For such loans during 2017, total principal additions were $12.0 million and total principal payments were $4.7 million. At December 31, 2017 and 2016, the Bank held deposits of related parties of $151.0 million and $154.8 million, respectively. A related party is the lessor in an operating lease with the Bank. The Bank’s minimum payment under the lease is $0.5 million annually through 2028, for an aggregate remaining obligation of $5.5 million at December 31, 2017. The Bank purchases loans from a company for which a related party serves as a director, president and chief executive officer. At December 31, 2017 and 2016, the outstanding balance of the purchased loans was $2.1 million and $3.0 million, respectively. The loans were purchased with recourse to the Company in the ordinary course of business and the related party had no direct financial interest in the transaction.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies
Commitments and Contingencies	18. Commitments and Contingencies The Bank acts as agent on behalf of certain correspondent banks in the purchase and sale of federal funds that aggregated $3.0 million and $19.0 million at December 31, 2017 and 2016, respectively. 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 (the “Petitioners”) filed petitions in the Court of Chancery of the State of Delaware (the “Court”) 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. On May 30, 2017, the Court issued its Memorandum Opinion in the matter. The Court found the “fair value” of the shares of SWS common stock as of the date of the transaction was $6.38 per share. Accordingly, Hilltop paid cash of $6.38 per share, plus statutory interest from the effective date of the merger until the date of payment, to the Petitioners and the other stockholders of SWS who properly demanded appraisal rights under Delaware law, collectively representing 7,438,453 shares. Each outstanding share of SWS common stock, other than shares held by Hilltop, in treasury by SWS or by stockholders who properly demanded appraisal rights under Delaware law, was converted into the right to receive 0.2496 shares of Hilltop common stock and $1.94 in cash, the aggregate value of which was $6.92 per share of SWS common stock as of the effective date of the merger. The resolution of this matter resulted in 1,856,638 shares of HTH common stock, which had been held in escrow during the pendency of the proceeding, being returned to the Company’s pool of authorized but unissued shares of common stock and a pre-tax net increase to other noninterest income of $11.6 million during the second quarter of 2017. This change in common stock is reflected in repurchases of common stock within the consolidated statements of stockholders’ equity. Petitioners filed an appeal to the Court’s Memorandum Opinion. The Company also filed a cross-appeal in the matter and intends to vigorously defend the Petitioners’ appeal. 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 (“HUD”) 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 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. Many institutions have settled these matters on terms that included large monetary penalties. PrimeLending has fully cooperated with this Inquiry, continues to discuss this matter with the DOJ and adjusts its indemnification reserve based upon such discussions. While the final outcome of litigation and claims exposures or of any Inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and Inquiries will not have a material effect on the Company’s business, consolidated financial position, results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any of the matters discussed above could be material to the Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence. Indemnification Liability Reserve The mortgage origination segment may be responsible to agencies, investors, or other parties for errors or omissions relating to its representations and warranties that each loan sold meets certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the affected loan from or indemnifies the claimant against loss. The mortgage origination segment has established an indemnification liability reserve for such probable losses. Generally, the mortgage origination segment first becomes aware that an agency, investor, or other party believes a loss has been incurred on a sold loan when it receives a written request from the claimant to repurchase the loan or reimburse the claimant’s losses. Upon completing its review of the claimant’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the claimant is both probable and reasonably estimable. An additional reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific claimant requests, actual claim settlements and the severity of estimated losses resulting from future claims, and the mortgage origination segment’s history of successfully curing defects identified in claim requests. While the mortgage origination segment’s sales contracts typically include borrower early payment default repurchase provisions, these provisions have not been a primary driver of claims to date, and therefore, are not a primary factor considered in the calculation of this reserve. At December 31, 2017 and 2016, the mortgage origination segment’s indemnification liability reserve totaled $23.5 million and $18.2 million, respectively. The provision for indemnification losses was $4.0 million, $4.6 million and $4.0 million during 2017, 2016 and 2015, respectively. The following tables provide for a roll-forward 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 Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 40,669 $ 57,298 $ 53,906 Claims made 42,330 21,410 71,783 Claims resolved with no payment (37,439) (19,696) (38,862) Repurchases (6,490) (4,164) (14,884) Indemnification payments (5,368) (14,179) (14,645) Balance, end of year $ 33,702 $ 40,669 $ 57,298 Indemnification Liability Reserve Activity Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 18,239 $ 16,640 $ 17,619 Additions for new sales 3,962 4,638 4,006 Repurchases (466) (392) (1,420) Early payment defaults (228) (241) (64) Indemnification payments (713) (2,482) (3,027) Change in reserves for loans sold in prior years 2,678 76 (474) Balance, end of year $ 23,472 $ 18,239 $ 16,640 December 31, 2017 2016 Reserve for Indemnification Liability: Specific claims $ 646 $ 1,661 Incurred but not reported claims 22,826 16,578 Total $ 23,472 $ 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. Other Contingencies 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 part of the loss-share agreements, the Bank is subject to annual FDIC compliance audits. 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 the covered loan portfolio, the Bank has recorded a related “true-up” payment accrual of $16.3 million at December 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 December 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 December 31, 2017, the Bank had billed $184.7 million of covered net losses to the FDIC, of which 80%, or $147.8 million, were reimbursable under the loss-share agreements. As of December 31, 2017, the Bank had received aggregate reimbursements of $145.8 million from the FDIC, which represented reimbursable covered losses and expenses through September 30, 2017. As discussed in Note 16 to the consolidated financial statements, effective upon completion of the PlainsCapital Merger, Hilltop entered into separate retention agreements with two executive officers, one having an initial term of three years (with automatic one-year renewals at the end of two years and each anniversary thereof) and the other having an initial term of two years (with automatic one-year renewals at the end of the first year and each anniversary thereof). Each of these retention agreements provides for severance pay benefits if the executive officer’s employment is terminated without “cause”. In addition to these retention agreements, Hilltop and its subsidiaries maintain employment contracts with certain officers that provide for benefits in the event of a “change in control” as defined in these agreements. Hilltop and its subsidiaries lease space, primarily for branch facilities and automated teller machines, under noncancelable operating leases with remaining terms, including renewal options, of 1 to 11 years and under capital leases with remaining terms of 4 to 11 years. Rental expense under the operating leases was $43.5 million, $41.9 million and $40.3 million in 2017, 2016 and 2015, respectively. Future minimum lease payments under these agreements follow (in thousands). Operating Leases Capital Leases 2018 $ 36,602 $ 1,444 2019 30,127 1,491 2020 24,461 1,528 2021 16,429 1,451 2022 14,306 1,127 Thereafter 31,422 4,125 Total minimum lease payments $ 153,347 11,166 Amount representing interest (3,497) Present value of minimum lease payments $ 7,669

Financial Instruments with Off-

Financial Instruments with Off-Balance Sheet Risk	12 Months Ended
	Dec. 31, 2017
Financial Instruments with Off-Balance Sheet Risk
Financial Instruments with Off-Balance Sheet Risk	19. 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 December 31, 2017 and outstanding financial and performance standby letters of credit of $24.4 million at December 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	12 Months Ended
	Dec. 31, 2017
Stock-Based Compensation
Stock-Based Compensation	20. 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, 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 December 31, 2017, 1,634,804 shares of common stock remain 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 $10.8 million, $10.5 million and $8.6 million during 2017, 2016 and 2015, respectively. During 2017, 2016 and 2015, Hilltop granted 16,859, 21,224 and 13,631 shares of common stock, respectively, to certain non-employee members of the Company’s board of directors for services rendered to the Company pursuant to the 2012 Plan. Restricted Stock Awards and RSUs The Compensation Committee of the board of directors of the Company issued restricted shares of Hilltop common stock (“Restricted Stock Awards”) and RSUs pursuant to the 2012 Plan. The Restricted Stock Awards generally cliff vested on the third anniversary of the grant date and were subject to service conditions set forth in the award agreements, with associated costs recognized on a straight-line basis over the respective vesting periods. The award agreements governing the Restricted Stock Awards provided for accelerated vesting under certain conditions. As of September 30, 2017, all remaining Restricted Stock Awards had vested and none were outstanding. Certain RSUs are subject to time-based vesting conditions and generally provided for a cliff vest on the third anniversary of the grant date, while other RSUs provided for vesting based upon the achievement of certain performance goals over a three-year period subject to service conditions set forth in the award agreements, with associated costs generally recognized on a straight-line basis over the respective vesting periods. The RSUs are not transferable, and the shares of common stock issuable upon conversion of vested RSUs may be subject to transfer restrictions for a period of one year following conversion, subject to certain exceptions. In addition, the applicable RSU award agreements provide for accelerated vesting under certain conditions. The following table summarizes information about Restricted Stock Award and RSU activity for the noted periods (shares in thousands). Restricted Stock Awards RSUs Weighted Weighted Average Average Grant Date Grant Date Outstanding Fair Value Outstanding Fair Value Balance, December 31, 2014 466 $ 13.32 435 $ 23.14 Granted 63 $ 19.95 491 $ 19.61 Vested/Released (54) $ 19.58 (12) $ 22.45 Forfeited (22) $ 13.25 (39) $ 21.93 Balance, December 31, 2015 453 $ 13.50 875 $ 21.22 Granted - $ - 598 $ 17.78 Vested/Released (447) $ 13.41 (7) $ 22.22 Forfeited (2) $ 19.72 (10) $ 20.70 Balance, December 31, 2016 4 $ 19.95 1,456 $ 19.83 Granted - $ - 450 $ 26.37 Vested/Released (4) $ 19.95 (451) $ 22.48 Forfeited - $ - (137) $ 22.41 Balance, December 31, 2017 - $ - 1,318 $ 20.89 Vested/Released Restricted Stock Awards and RSUs include an aggregate of 252,133 shares withheld to satisfy employee statutory tax obligations during 2017, 2016 and 2015. Pursuant to certain RSU award agreements, an aggregate of 35,685 vested RSUs at December 31, 2017 require deferral of the settlement in shares and statutory tax obligations to a future date. During 2017, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 392,877 RSUs pursuant to the 2012 Plan. At December 31, 2017, 313,301 of these outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 79,576 of these outstanding RSUs will cliff vest based upon the achievement of certain performance goals over a three-year period. At December 31, 2017, in the aggregate, 1,035,199 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 282,329 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At December 31, 2017, unrecognized compensation expense related to outstanding RSUs of $12.6 million is expected to be recognized over a weighted average period of 1.24 years.

Regulatory Matters

Regulatory Matters	12 Months Ended
	Dec. 31, 2017
Regulatory Matters
Regulatory Matters	21. 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. In January 2015, the comprehensive capital framework (“Basel III”) for U.S. banking organizations became effective for PlainsCapital and Hilltop for reporting periods beginning after January 1, 2015 (subject to a phase-in period through January 2019). Under Basel III, total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of common equity Tier 1 capital and additional Tier 1 capital. Total capital is the sum of Tier 1 capital and Tier 2 capital. 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 December 31, 2017, as well as the fully phased-in requirements through 2019. In addition, under the final rules, bank holding companies with less than $15 billion in assets as of December 31, 2009 are allowed to continue to include junior subordinated debentures in Tier 1 capital, subject to certain restrictions. However, if an institution grows to above $15 billion in assets as a result of an acquisition, or organically grows to above $15 billion in assets and then makes an acquisition, the combined trust preferred issuances must be phased out of Tier 1 and into Tier 2 capital (75% in 2015 and 100% in 2016). All of the debentures issued to the Trusts, less the common stock of the Trusts, qualified as Tier 1 capital as of December 31, 2017, under guidance issued by the Board of Governors of the Federal Reserve System. The following tables show 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 December 31, 2017 and 2016, respectively (dollars in thousands). Based on the 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 December 31, 2017 Tier 1 capital (to average assets): PlainsCapital $ 1,147,527 12.32 % 4.0 % 4.0 % 5.0 % Hilltop 1,688,358 12.94 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,147,527 14.47 % 5.75 % 7.0 % 6.5 % Hilltop 1,639,009 17.71 % 5.75 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,147,527 14.47 % 7.25 % 8.5 % 8.0 % Hilltop 1,688,358 18.24 % 7.25 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,212,793 15.29 % 9.25 % 10.5 % 10.0 % Hilltop 1,738,325 18.78 % 9.25 % 10.5 % N/A 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 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 A reconciliation of equity capital to common equity Tier 1, Tier 1 and total capital (as defined) is as follows (in thousands). December 31, 2017 December 31, 2016 PlainsCapital Hilltop PlainsCapital Hilltop Total equity capital $ 1,379,402 $ 1,912,081 $ 1,337,746 $ 1,870,509 Add: Net unrealized holding losses (gains) on securities available for sale and held in trust 3,520 394 2,303 (485) Deduct: Goodwill and other disallowed intangible assets (235,395) (273,466) (231,565) (267,624) Common equity Tier 1 capital (as defined) 1,147,527 1,639,009 1,108,484 1,602,400 Add: Tier 1 capital Trust preferred securities — 65,000 — 65,000 Deduct: Additional Tier 1 capital deductions — (15,651) — (15,299) Tier 1 capital (as defined) 1,147,527 1,688,358 1,108,484 1,652,101 Add: Allowable Tier 2 capital Allowance for loan losses 65,266 65,618 56,283 56,438 Deduct: Additional Tier 2 capital deductions — (15,651) — (15,299) Total capital (as defined) $ 1,212,793 $ 1,738,325 $ 1,164,767 $ 1,693,240 Broker-Dealer Pursuant to the net capital requirements of the Exchange Act, Hilltop Securities elected to determine its net capital requirement 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 December 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 $ 186,770 $ 3,278 Less: required net capital 10,513 250 Excess net capital $ 176,257 $ 3,028 Net capital as a percentage of aggregate debit items 35.5 % Net capital in excess of 5% aggregate debit items $ 160,487 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 December 31, 2017 and 2016, the Hilltop Broker-Dealers held cash of $186.6 million and $181.0 million, respectively, segregated in special reserve bank accounts for the benefit of customers. The Hilltop Broker-Dealers were not required to segregate cash or securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at December 31, 2017 and 2016. Mortgage Origination As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum net worth and liquidity requirements established by HUD and GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA, as applicable, documenting their respective compliance with minimum net worth and liquidity requirements. As of December 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). December 31, 2017 2016 Capital and surplus: National Lloyds Insurance Company $ 93,812 $ 131,328 American Summit Insurance Company 22,778 30,462 Year Ended December 31, 2017 2016 2015 Statutory net income (loss): National Lloyds Insurance Company $ (1,785) $ 13,043 $ 9,000 American Summit Insurance Company 742 2,124 1,611 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 December 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 December 31, 2017, the Company’s insurance subsidiaries’ RBC ratio exceeded the level at which regulatory action would be required.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Stockholders' Equity
Stockholders' Equity	22. Stockholders’ Equity The Bank is subject to certain restrictions on the amount of dividends it may declare without prior regulatory approval. At December 31, 2017, $181.7 million of its earnings was available for dividend declaration without prior regulatory approval. At December 31, 2017, the maximum aggregate dividend that may be paid to NLC from its insurance company subsidiaries without regulatory approval was $16.2 million. Dividends During 2017, the Company declared and paid cash dividends of $0.24 per common share, or $23.1 million. During 2016, the Company declared and paid cash dividends of $0.06 per common share, or $5.8 million. On January 25, 2018, the Company announced that its board of directors declared a quarterly cash dividend of $0.07 per common share, payable on February 28, 2018, to all common stockholders of record as of the close of business on February 15, 2018. Stock Repurchase Programs The Company’s board of directors has periodically approved stock repurchase programs under which it authorized the Company to repurchase its outstanding common stock. Under the respective stock repurchase program authorized, the Company could 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 repurchased its shares and the timing of such repurchases depended upon market conditions and other corporate considerations, as determined by Hilltop’s management team. Repurchased shares will be returned to the Company’s pool of authorized but unissued shares of common stock. During 2015, the Company paid $30.0 million to repurchase and retire an aggregate of 1,390,977 shares of common stock at an average price of $21.56 per share. This stock repurchase program terminated effective December 2015. In January 2017, the Company’s board of directors reauthorized the stock repurchase program originally approved during the second quarter of 2016 through January 2018. During 2017, the Company paid $27.4 million to repurchase an aggregate of 1,057,656 shares of common stock at an average price of $25.87 per share. This stock repurchase program expired in January 2018. All purchases were funded from available cash balances. In January 2018, the Company’s board of directors authorized a stock repurchase program through January 2019, under which the Company may repurchase, in the aggregate, up to $50.0 million of its outstanding common stock. Series B Preferred Stock As a result of the PlainsCapital Merger, the outstanding shares of PCC’s Non-Cumulative Perpetual Preferred Stock, Series C, all of which were held by the U.S. Treasury, were converted on a one-for-one basis into 114,068 shares of Hilltop Non-Cumulative Perpetual Preferred Stock, Series B (“Hilltop Series B Preferred Stock”). The terms of the Hilltop Series B Preferred Stock provided for the payment of non-cumulative dividends on a quarterly basis. The dividend rate, as a percentage of the liquidation amount, fluctuated until December 31, 2013 based upon changes in the level of “qualified small business lending” (“QSBL”) by the Bank. The shares of Hilltop Series B Preferred Stock were senior to shares of Hilltop common stock with respect to dividends and liquidation preference, and qualified as Tier 1 Capital for regulatory purposes. The dividend rate on the Hilltop Series B Preferred Stock had been fixed at 5.0% since January 1, 2014, based upon the level of QSBL at September 30, 2013. On April 28, 2015, as discussed in Note 13 to the consolidated financial statements, Hilltop used the net proceeds of the offering of Senior Notes to redeem all shares of Hilltop Series B Preferred Stock at an aggregate liquidation value of $114.1 million, plus accrued but unpaid dividends of $0.4 million.

Other Noninterest Income and Ex

Other Noninterest Income and Expense	12 Months Ended
	Dec. 31, 2017
Other Noninterest Income and Expense
Other Noninterest Income and Expense	23. Other Noninterest Income and Expense The following table shows the components of other noninterest income and expense (in thousands). Year Ended December 31, 2017 2016 2015 Other noninterest income: Net gains from Hilltop Broker-Dealer trading activities $ 70,922 $ 86,383 $ 44,042 Net gains from trading securities portfolio 20,210 15,926 12,796 Service charges on depositor accounts 14,429 14,162 15,169 SWS Merger appraisal proceeding 11,757 — — Trust fees 7,485 6,782 7,113 Insurance commissions 4,819 4,206 3,819 Insurance direct billing and other policy fees 4,353 4,818 5,329 Revenue from check and stored value cards 3,169 5,036 7,099 Rent and other income from other real estate owned 1,280 1,461 3,559 FDIC Indemnification Asset accretion — 242 1,147 Other 25,546 15,248 10,795 $ 163,970 $ 154,264 $ 110,868 Other noninterest expense: Software and information technology $ 45,891 $ 38,421 $ 39,250 Brokerage commissions and fees 22,884 24,654 16,637 Mortgage origination and servicing 22,353 25,736 19,375 Unreimbursed loan closing costs 20,428 31,234 35,253 Business development 18,619 19,738 18,291 FDIC Indemnification Asset amortization 17,083 — — Travel, meals and entertainment 12,839 13,683 12,748 Funding fees 8,464 7,451 5,865 Amortization of intangible assets 8,263 10,174 12,375 Office supplies 7,806 8,719 8,247 OREO and repossessed assets 4,004 13,438 12,570 FDIC "true-up" 2,100 8,750 5,475 Other 51,362 49,523 62,217 $ 242,096 $ 251,521 $ 248,303

Derivative Financial Instrument

Derivative Financial Instruments	12 Months Ended
	Dec. 31, 2017
Derivative Financial Instruments
Derivative Financial Instruments	24. 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 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, and 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 decreased $13.1 million during 2017 and increased $8.0 million and $17.3 million during 2016 and 2015, 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 $8.1 million during 2017, compared with a decrease of $23.4 million during 2016 and an increase of $43.7 million during 2015. The fair values of the Bank’s derivatives increased $0.3 million during 2017 and $0.4 million during 2016, compared with a decrease of $0.2 million during 2015. The changes in fair value were recorded as a component of other noninterest income. Derivative positions are presented in the following table (in thousands). December 31, 2017 December 31, 2016 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 850,850 $ 18,851 $ 944,550 $ 23,269 Customer-based written options 21,637 38 — — Customer-based purchased options 21,637 (38) — — Commitments to purchase MBSs 2,831,635 (921) 3,616,922 (1,155) Commitments to sell MBSs 4,963,498 2,972 5,609,250 (532) Interest rate swaps and swaptions 25,971 51 32,452 (283) U.S. Treasury bond futures and options (1) 214,500 — 297,000 — (1) PrimeLending has cash collateral advances totaling $0.8 million to offset net liability derivative positions on its commitments to sell MBSs at December 31, 2017, compared to a payable totaling $19.1 million on its net liability derivative position on its commitments to sell MBSs at December 31, 2016. In addition, PrimeLending advanced cash collateral totaling $3.2 million and $3.2 million on its U.S. Treasury bond futures and options at December 31, 2017 and 2016, respectively. These amounts are included in other assets within the consolidated balance sheets.

Balance Sheet Offsetting

Balance Sheet Offsetting	12 Months Ended
	Dec. 31, 2017
Balance Sheet Offsetting
Balance Sheet Offsetting	25. 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 December 31, 2017 Securities borrowed: Institutional counterparties $ 1,386,821 $ — $ 1,386,821 $ (1,327,536) $ — $ 59,285 Interest rate options: Customer counterparties 38 — 38 — — 38 Reverse repurchase agreements: Institutional counterparties 186,537 — 186,537 (186,026) — 511 Forward MBS derivatives: Institutional counterparties 3,576 — 3,576 (3,576) — — $ 1,576,972 $ — $ 1,576,972 $ (1,517,138) $ — $ 59,834 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 December 31, 2017 Securities loaned: Institutional counterparties $ 1,215,093 $ — $ 1,215,093 $ (1,157,198) $ — $ 57,895 Interest rate options: Institutional counterparties 38 — 38 — — 38 Interest rate swaps and swaptions: Institutional counterparties 35 (86) (51) (1,059) — (1,110) Repurchase agreements: Institutional counterparties 409,058 — 409,058 (409,058) — — Customer counterparties 130,091 — 130,091 (130,091) — — Forward MBS derivatives: Institutional counterparties 2,696 (1,171) 1,525 (1,295) — 230 $ 1,757,011 $ (1,257) $ 1,755,754 $ (1,698,701) $ — $ 57,053 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 one day from the transaction date or involve arrangements with no definite termination date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities, which is monitored on a daily basis. Securities Lending Activities — The Company’s securities lending activities include lending securities for other broker-dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker-dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities. When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer. The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both December 31, 2017 and 2016. Remaining Contractual Maturities Overnight and Greater Than December 31, 2017 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 181,915 $ — $ — $ — $ 181,915 Asset-backed securities 357,234 — — — 357,234 Securities lending transactions: Corporate securities 11,499 — — — 11,499 Equity securities 1,203,594 — — — 1,203,594 Total $ 1,754,242 $ — $ — $ — $ 1,754,242 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,754,242 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	12 Months Ended
	Dec. 31, 2017
Broker-Dealer and Clearing Organization Receivables and Payables
Broker-Dealer and Clearing Organization Receivables and Payables	26. Broker-Dealer and Clearing Organization Receivables and Payables Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands). December 31, 2017 2016 Receivables: Securities borrowed $ 1,386,821 $ 1,436,069 Securities failed to deliver 25,491 33,834 Trades in process of settlement 29,412 10,223 Other 22,654 17,615 $ 1,464,378 $ 1,497,741 Payables: Securities loaned $ 1,215,093 $ 1,283,676 Correspondents 30,160 31,040 Securities failed to receive 37,864 31,724 Other 4,446 688 $ 1,287,563 $ 1,347,128

Deferred Policy Acquisition Cos

Deferred Policy Acquisition Costs	12 Months Ended
	Dec. 31, 2017
Deferred Policy Acquisition Costs.
Deferred Policy Acquisition Costs	27. Deferred Policy Acquisition Costs Policy acquisition expenses, primarily commissions, premium taxes and underwriting expenses related to the successful issuance of a new or renewal policy incurred by NLC are deferred and charged against income ratably over the terms of the related policies. A summary of the activity in deferred policy acquisition costs is as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 18,603 $ 19,874 $ 20,416 Acquisition expenses capitalized 34,934 37,231 39,716 Amortization charged to income (36,549) (38,502) (40,258) Balance, end of year $ 16,988 $ 18,603 $ 19,874 Amortization is included in policy acquisition and other underwriting expenses in the accompanying consolidated statements of operations.

Reserves for Losses and Loss Ad

Reserves for Losses and Loss Adjustment Expenses	12 Months Ended
	Dec. 31, 2017
Reserves for Losses and Loss Adjustment Expenses
Reserve for Losses and Loss Adjustment Expenses	28. 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). December 31, 2017 2016 Reserve for unpaid losses and allocated LAE balance, net $ 17,470 $ 25,203 Reinsurance recoverables on unpaid losses 11,495 9,434 Unallocated LAE 1,248 1,189 Reserve for unpaid losses and LAE balance, gross $ 30,213 $ 35,826 A summary of claims loss reserve development activity is presented in the following table (in thousands). December 31, 2017 Total of IBNR Reserves Plus Expected Cumulative Accident Year Ended December 31, 2017 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2013 110,813 111,121 8 15,687 2014 83,346 84,074 119 13,099 2015 85,507 87,262 591 15,016 2016 81,682 85,189 2,622 21,277 2017 77,855 88,079 4,282 20,927 Total 439,203 $ 455,725 948 All outstanding reserves prior to 2013, net of reinsurance $ 17,470 Reserve for unpaid losses and allocated LAE, net of reinsurance

Reinsurance Activity

Reinsurance Activity	12 Months Ended
	Dec. 31, 2017
Reinsurance Activity
Reinsurance Activity	29. 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 December 31, 2017, total reinsurance recoverables and receivables had a carrying value of $13.1 million, which is included in other assets within the consolidated balance sheet. There was no allowance for uncollectible accounts at December 31, 2017, based on NLC’s quality requirements. Reinsurers with a balance in excess of 5% of the Company’s outstanding reinsurance receivables at December 31, 2017 are listed below (in thousands). Balances Due From A.M. Best Reinsurers Rating Arch Reinsurance Co. $ 1,115 N/A Partner Reinsurance Co. 1,947 A Aspen Bermuda 865 A R&V Versicherung AG 1,927 N/A Everest Re 767 A+ Lloyd's Syndicate #2001 729 A+ $ 7,350 The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Year Ended December 31, 2017 2016 2015 Written Earned Written Earned Written Earned Premiums from direct business $ 137,091 $ 144,990 $ 152,970 $ 159,884 $ 167,025 $ 169,334 Reinsurance assumed 12,150 11,767 11,338 11,024 10,714 10,283 Reinsurance ceded (12,280) (14,459) (14,962) (15,363) (17,170) (17,535) Net premiums $ 136,961 $ 142,298 $ 149,346 $ 155,545 $ 160,569 $ 162,082 The effects of reinsurance on incurred losses are as follows (in thousands). Year Ended December 31, 2017 2016 2015 Losses and LAE incurred $ 138,358 $ 113,494 $ 123,017 Reinsurance recoverables (43,657) (24,251) (23,951) Net loss and LAE incurred $ 94,701 $ 89,243 $ 99,066 Catastrophic coverage NLC’s liabilities for losses and LAE include liabilities for reported losses, liabilities for IBNR losses and liabilities for LAE less a reduction for reinsurance recoverables related to those liabilities. The amount of liabilities for reported claims is based primarily on a claim-by-claim evaluation of coverage, liability, injury severity or scope of property damage, and any other information considered relevant to estimating exposure presented by the claim. The amounts of liabilities for IBNR losses and LAE are estimated on the basis of historical trends, adjusted for changes in loss costs, underwriting standards, policy provisions, product mix and other factors. Estimating the liability for unpaid losses and LAE is inherently judgmental and is influenced by factors that are subject to significant variation. Liabilities for LAE are intended to cover the ultimate cost of settling claims, including investigation and defense of lawsuits resulting from such claims. Based upon the contractual terms of the reinsurance agreements, reinsurance recoverables offset, in part, NLC’s gross liabilities. Effective July 1, 2017, NLC renewed its catastrophic excess of loss reinsurance coverage for a two year period. At December 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 three layers of protection: $17 million in excess of $8 million retention and/or loss; $30 million in excess of $25 million loss; and $50 million in excess of $55 million loss. NLIC and ASIC retain no participation in any of the layers, beyond the first $8 million and $1.5 million, respectively. At December 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, 2018, NLC renewed its underlying excess of loss contract that provides $10.0 million aggregate coverage in excess of NLC’s per event retention of $1.0 million and aggregate retention of $17.5 million for sub-catastrophic events. As of January 1, 2018, NLC retains 17.5% participation in this coverage, up from no participation during 2017. During August and September 2017, NLC experienced losses related to Hurricane Harvey in excess of retention. As of December 31, 2017, the total gross losses and LAE incurred associated with Hurricane Harvey was $18.2 million. However, because the losses exceeded retention, net exposure to NLC was $3.4 million retention and $1.4 million in reinstatement premiums. During 2016 and 2015, NLC experienced no significant catastrophes that resulted in losses in excess of retention at NLIC or ASIC. There were 16 tornado, hail and wind storms during 2017 that fit the coverage criteria for the underlying excess of loss contract providing aggregate coverage for sub-catastrophic events. These events had a gross incurred loss total of $38.1 million, which developed a reinsured recoverable of $4.6 million at the 100% subscription level. During 2016, the 15 tornado, hail and wind storms that exceeded retention had incurred losses of $44.0 million, which developed a reinsured recoverable of $10.0 million at the 100% subscription level. During 2015, the 12 tornado, hail and wind storms that exceeded retention had incurred losses of $35.3 million, which developed a reinsured recoverable of $9.1 million at the 91% subscription level. These losses have no effect on net loss and LAE incurred beyond retention because the catastrophic events exceeded retention levels and are fully recoverable. Any losses beyond the reinsurance coverage limits of $10.0 million for 2016 and $9.1 million for 2015 are retained by the Company and have an effect on the net loss and LAE incurred. The primary financial effect beyond the reinsurance retention is additional reinstatement premium payable to the affected reinsurers. In addition to the $1.4 million in reinstatement premiums noted above related to Hurricane Harvey in 2017, reinstatement premiums during 2017, 2016 and 2015 of $1.4 million, $0.6 million and $0.2 million, respectively, were recorded as ceded premiums.

Segment and Related Information

Segment and Related Information	12 Months Ended
	Dec. 31, 2017
Segment and Related Information
Segment and Related Information	30. 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, 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, merchant banking investment opportunities, 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 Year Ended December 31, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 366,581 $ 43,735 $ (915) $ 2,861 $ (10,069) $ 19,555 $ 421,748 Provision for loan losses 14,073 198 — — — — 14,271 Noninterest income 59,904 368,421 632,388 151,382 12,798 (19,829) 1,205,064 Noninterest expense 248,404 347,314 581,899 158,354 33,983 (699) 1,369,255 Income (loss) before income taxes $ 164,008 $ 64,644 $ 49,574 $ (4,111) $ (31,254) $ 425 $ 243,286 Mortgage All Other and Hilltop Year Ended December 31, 2016 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 363,083 $ 31,172 $ (11,589) $ 3,164 $ (7,257) $ 18,958 $ 397,531 Provision for loan losses 40,673 (53) — — — — 40,620 Noninterest income 52,579 385,766 704,126 164,841 2 (20,349) 1,286,965 Noninterest expense 244,715 377,524 614,741 146,601 29,938 (1,048) 1,412,471 Income (loss) before income taxes $ 130,274 $ 39,467 $ 77,796 $ 21,404 $ (37,193) $ (343) $ 231,405 Mortgage All Other and Hilltop Year Ended December 31, 2015 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 369,493 $ 32,971 $ (10,423) $ 3,187 $ (5,109) $ 18,464 $ 408,583 Provision for loan losses 12,795 (80) — — — — 12,715 Noninterest income 62,639 334,495 597,163 171,185 81,289 (19,129) 1,227,642 Noninterest expense 243,926 367,812 539,257 158,720 31,926 (1,625) 1,340,016 Income (loss) before income taxes $ 175,411 $ (266) $ 47,483 $ 15,652 $ 44,254 $ 960 $ 283,494 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated December 31, 2017 Goodwill $ 207,741 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 251,808 Total assets $ 9,558,718 $ 3,394,911 $ 1,937,327 $ 291,639 $ 2,106,978 $ (3,923,787) $ 13,365,786 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	12 Months Ended
	Dec. 31, 2017
Earnings per Common Share
Earnings per Common Share	31. Earnings per Common Share The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data). Year Ended December 31, 2017 2016 2015 Basic earnings per share: Income attributable to Hilltop $ 132,544 $ 145,894 $ 209,119 Less: income applicable to participating shares — (6) (952) Net earnings available to Hilltop common stockholders $ 132,544 $ 145,888 $ 208,167 Weighted average shares outstanding - basic 97,137 98,404 99,074 Basic earnings per common share $ 1.36 $ 1.48 $ 2.10 Diluted earnings per share: Income attributable to Hilltop $ 132,544 $ 145,894 $ 209,119 Weighted average shares outstanding - basic 97,137 98,404 99,074 Effect of potentially dilutive securities 216 225 888 Weighted average shares outstanding - diluted 97,353 98,629 99,962 Diluted earnings per common share $ 1.36 $ 1.48 $ 2.09

Condensed Financial Statements

Condensed Financial Statements of Parent	12 Months Ended
	Dec. 31, 2017
Condensed Financial Statements of Parent
Condensed Financial Statements of Parent	32. Condensed Financial Statements of Parent Condensed financial statements of Hilltop (parent only) follow (in thousands). Investments in subsidiaries are determined using the equity method of accounting. Condensed Statements of Operations and Comprehensive Income Year Ended December 31, 2017 2016 2015 Dividends from bank and bank holding company subsidiaries $ 53,000 $ 87,826 $ — Dividends from nonbank subsidiaries 41,500 — — Investment income 312 382 445 Interest expense 10,381 7,639 5,554 Bargain purchase gain — — 81,289 Other income 12,798 2 — General and administrative expense 33,983 29,938 31,926 Income before income taxes, equity in undistributed earnings of subsidiaries and preferred stock activity 63,246 50,633 44,254 Income tax benefit (15,577) (10,077) (9,562) Equity in undistributed earnings of subsidiaries 54,321 87,234 158,763 Net income $ 133,144 $ 147,944 $ 212,579 Other comprehensive income (loss), net (879) (2,144) 1,978 Comprehensive income $ 132,265 $ 145,800 $ 214,557 Condensed Balance Sheets December 31, 2017 2016 2015 Assets: Cash and cash equivalents $ 96,764 $ 118,290 $ 55,542 Investment in subsidiaries: Bank and bank holding company subsidiaries 1,340,093 1,304,917 1,271,581 Nonbank subsidiaries 603,631 609,539 545,502 Other assets 66,490 3 32,922 Total assets $ 2,106,978 $ 2,032,749 $ 1,905,547 Liabilities and Stockholders’ Equity: Accounts payable and accrued expenses $ 46,442 $ 13,929 $ 20,419 Notes payable 148,455 148,311 148,174 Stockholders’ equity 1,912,081 1,870,509 1,736,954 Total liabilities and stockholders’ equity $ 2,106,978 $ 2,032,749 $ 1,905,547 Condensed Statements of Cash Flows Year Ended December 31, 2017 2016 2015 Operating Activities: Net income $ 133,144 $ 147,944 $ 212,579 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries (54,321) (87,234) (158,763) Bargain purchase gain — — (81,289) Deferred income taxes 2,511 (2,063) 12,429 Other, net (57,380) 20,812 2,443 Net cash provided by (used in) operating activities 23,954 79,459 (12,601) Investing Activities: Reimbursement from nonbank subsidiaries — 6,000 — Capital contribution to bank and bank holding company subsidiaries (10,000) — — Capital contribution to nonbank subsidiaries — (20,000) — Cash paid for acquisition — — (78,217) Other, net (4,241) (98) (31) Net cash used in investing activities (14,241) (14,098) (78,248) Financing Activities: Proceeds from issuance of common stock — 4,139 — Payments to repurchase common stock (27,388) — (30,028) Proceeds from issuance of notes payable — — 148,078 Dividends paid on common stock (23,140) (5,801) — Dividends paid on preferred stock — — (3,539) Redemption of preferred stock — — (114,068) Other, net 19,289 (951) — Net cash provided by (used in) financing activities (31,239) (2,613) 443 Net change in cash and cash equivalents (21,526) 62,748 (90,406) Cash and cash equivalents, beginning of year 118,290 55,542 145,948 Cash and cash equivalents, end of year $ 96,764 $ 118,290 $ 55,542 Supplemental Schedule of Non-Cash Activities: Common stock issued in acquisition $ — $ — $ 200,626 During 2017, Hilltop used $47.1 million in cash to repurchase common stock associated with the resolution of the contingency on appraisal proceedings from the SWS Merger. This activity is reflected in the other line item within operating activities in the above condensed statement of cash flows of Hilltop. Additionally, certain assets and liabilities, including $20.6 million of cash, were transferred from PCC to Hilltop in 2017 due to organizational changes. This activity is reflected in the other line item within financing activities in the above condensed statement of cash flows of Hilltop. During 2015, as further discussed in Note 13 to the consolidated financial statements, Hilltop completed an offering of $150.0 million aggregate principal amount of its 5% Senior Notes due 2025 and used the net proceeds of the offering to redeem all Hilltop’s outstanding Series B Preferred Stock at an aggregate liquidation value of $114.1 million, plus accrued but unpaid dividends of $0.4 million, and utilized the remainder for general corporate purposes.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	12 Months Ended
	Dec. 31, 2017
Recently Issued Accounting Standards
Recently Issued Accounting Standards	33. Recently Issued Accounting Standards In February 2018, FASB issued Accounting Standards Update (“ASU”) 2018-02 to help organizations address certain stranded income tax effects in accumulated other comprehensive income (“AOCI”) resulting from the Tax Legislation. The amendment provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the changes in the U.S. federal corporate income tax rate in the Tax Legislation (or portion thereof) is recorded. The amendment also includes disclosure requirements regarding the issuer’s accounting policy for releasing income tax effects from AOCI. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, and organizations should apply the provisions of the amendment either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Legislation is recognized. The Company is currently evaluating the provisions of the amendment and the impact on its future consolidated financial statements. In May 2017, FASB issued ASU 2017-09 which provides clarity and reduces both diversity in practice and cost and complexity associated with changes to the terms or conditions of a share-based payment award and, specifically, which changes require an entity to apply modification accounting. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company has adopted the amendments as of January 1, 2018, which are expected to have a significant effect on the Company’s consolidated financial statements. 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 modified retrospective transition 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. The Company has adopted the amendments as of January 1, 2018, and will prospectively apply its provisions. 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 transition method. The Company has adopted the amendments as of January 1, 2018, which are not expected 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. The Company has adopted the amendments as of January 1, 2018, which are not expected 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. The Company does not intend to adopt the provisions of the amendment early. The Company has formed a cross-functional implementation team to evaluate 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 estimation methodologies, systems and processes. The magnitude of the change in allowance for loan losses will depend on, among other things, 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. 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. Early adoption is permitted, however, the Company does not intend to adopt the provisions of the amendment early. The Company’s implementation efforts are on-going, including the installation of a software solution, which will aid in determining the magnitude of the increases in assets and liabilities and their impact on the consolidated financial statements. The Company expects to recognize lease liabilities and corresponding right-of-use assets (at their present value) related to predominantly all of the future minimum lease payments required under operating leases as disclosed in Note 18 to the consolidated financial statements. However, the population of contracts subject to balance sheet recognition and their initial measurement remains under evaluation. 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 and modifies the required process used to evaluate deferred tax assets on available for sale securities. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company has adopted the amendment as of January 1, 2018, which resulted in $21.2 million of available for sale equity securities being reclassified within the consolidated balance sheet consistent with the provisions of the new amendment, while certain other equity investments of approximately $40 million will continue to be included in other assets within the consolidated balance sheet. The adoption of the amendment resulted in approximately $3 million being reclassified from accumulated other comprehensive income to retained earnings, representing an increase to retained earnings as of January 1, 2018. All subsequent changes in fair value related to these equity investments will be recognized in net income. Additionally, the enhanced disclosures required by the new standard will be included in subsequent filings, including the disclosure of the fair value of the loan portfolio using and exit price method instead of the current discounted cash flow method. These disclosure changes are 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 FASB has subsequently issued several amendments to the standard, including clarification of principal versus agent considerations, narrow scope improvements and other technical corrections. The amendments outline 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 amendments also require 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 amendments are 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 has adopted the amendments as of January 1, 2018 using the cumulative-effect approach. The Company gathered an inventory of contracts with customers and performed an in-depth assessment of these contracts for evaluation under the amendments. A majority of the Company’s revenues are not subject to the new guidance. The revenue recognition policies within the Company’s broker-dealer segment were the most affected upon adoption. Specifically, the new guidance required changes to the principal versus agent conclusion for certain advisory and underwriting revenues and expenses which, as of January 1, 2018, are recorded on a gross basis while legacy guidance required recognizing these revenues net of the related expenses. Conversely, certain contract costs related to clearing and retail operations are now netted against the revenues while the legacy guidance required recognizing these revenues and expenses on a gross basis. As the measurement and timing of revenue recognition was not affected for any of the Company’s revenue streams, the implementation of the new guidance had no impact on opening retained earnings as of January 1, 2018. The enhanced disclosures required by the new standard are being developed and will be included in subsequent filings in accordance with the new standard, but are not expected to have a significant effect on the Company’s consolidated financial statements.

Selected Quarterly Financial In

Selected Quarterly Financial Information (Unaudited)	12 Months Ended
	Dec. 31, 2017
Selected Quarterly Financial Information (Unaudited)
Selected Quarterly Financial Information (Unaudited)	34 . Selected Quarterly Financial Information (Unaudited) Selected quarterly financial information is summarized as follows (in thousands, except per share data). Year Ended December 31, 2017 Fourth Third Second First Full Quarter Quarter Quarter Quarter Year Interest income $ 133,665 $ 128,944 $ 136,306 $ 108,241 $ 507,156 Interest expense 24,973 23,964 20,330 16,141 85,408 Net interest income 108,692 104,980 115,976 92,100 421,748 Provision for loan losses 5,453 1,260 5,853 1,705 14,271 Noninterest income 290,456 298,477 344,692 271,439 1,205,064 Noninterest expense 328,670 353,842 366,251 320,492 1,369,255 Income before income taxes 65,025 48,355 88,564 41,342 243,286 Income tax expense 51,350 18,003 25,754 15,035 110,142 Net income 13,675 30,352 62,810 26,307 133,144 Less: Net income attributable to noncontrolling interest 247 146 334 (127) 600 Income attributable to Hilltop $ 13,428 $ 30,206 $ 62,476 $ 26,434 $ 132,544 Earnings per common share: Basic $ 0.14 $ 0.31 $ 0.64 $ 0.27 $ 1.36 Diluted $ 0.14 $ 0.31 $ 0.63 $ 0.27 $ 1.36 Cash dividends declared per common share $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.24 Year Ended December 31, 2016 Fourth Third Second First Full Quarter Quarter Quarter Quarter Year Interest income $ 118,335 $ $ $ 108,154 $ 455,954 Interest expense 14,211 16,093 13,805 14,314 58,423 Net interest income 104,124 99,170 93,840 397,531 Provision for loan losses 4,347 3,990 28,876 3,407 40,620 Noninterest income 309,127 277,375 Noninterest expense 355,784 325,189 Income before income taxes 53,120 85,505 50,161 42,619 231,405 Income tax expense 17,582 33,017 18,439 14,423 83,461 Net income 35,538 52,488 31,722 28,196 147,944 Less: Net income attributable to noncontrolling interest 217 556 648 629 2,050 Income attributable to Hilltop $ 35,321 $ 51,932 $ 31,074 $ 27,567 $ 145,894 Earnings per common share: Basic $ 0.36 $ 0.53 $ 0.32 $ 0.28 $ 1.48 Diluted $ 0.36 $ 0.53 $ 0.32 $ 0.28 $ 1.48 Cash dividends declared per common share $ 0.06 $ — $ — $ — $ 0.06

Subsequent Event

Subsequent Event	12 Months Ended
	Dec. 31, 2017
Subsequent Event.
Subsequent Event	35. Subsequent Event On February 13, 2018, the Company entered into a definitive agreement to acquire privately-held, Houston-based The Bank of River Oaks (“BORO”) in an all-cash transaction. Under the terms of the definitive agreement, the Company has agreed to pay cash in the aggregate amount of $85 million to the shareholders and option holders of BORO. As of December 31, 2017, BORO had unaudited total assets, gross loans and deposits of approximately $454 million, $344 million and $406 million, respectively. The transaction is subject to customary closing conditions, including regulatory approvals and approval by shareholders of BORO, and is expected to close during the third quarter of 2018.

Schedule I - Insurance Incurred

Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance	12 Months Ended
	Dec. 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 December 31, 2017 Total of Incurred But Not Reported Reserves Plus Cumulative December 31, 2017 Development Number of Accident 2013 2014 2015 2016 2017 On Reported Reported Year Unaudited Unaudited Unaudited Unaudited Unaudited Claims Claims 2013 $ 107,793 $ 108,951 $ 111,006 $ 111,011 $ 111,121 $ 8 15,687 2014 83,784 85,037 84,221 84,074 119 13,099 2015 89,646 88,477 87,262 591 15,016 2016 84,771 85,189 2,622 21,277 2017 88,079 4,282 20,927 $ 455,725 Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance December 31, 2017 Accident 2013 2014 2015 2016 2017 Year Unaudited Unaudited Unaudited Unaudited Unaudited 2013 $ 94,238 $ 104,938 $ 108,099 $ 109,662 $ 110,813 2014 70,831 79,713 81,684 83,346 2015 71,820 82,940 85,507 2016 71,543 81,682 2017 77,855 Total $ 439,203 All outstanding reserves prior to 2013, net of reinsurance 948 Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance $ 17,470

Summary of Significant Accoun46

Summary of Significant Accounting and Reporting Policies (Policies)	12 Months Ended
	Dec. 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, headquartered in Dallas, Texas, 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, that provides, through its subsidiaries, traditional banking, wealth and investment management and treasury management services primarily in Texas and residential mortgage lending throughout the United States. Securities Holdings is a holding company, that provides, through its subsidiaries, investment banking and other related financial services, including municipal advisory, sales, trading and underwriting of taxable and tax-exempt fixed income securities, equity trading, clearing, securities lending, structured finance and retail brokerage services throughout the United States. NLC is a property and casualty insurance holding company, that provides, through its subsidiaries, fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the southern United States. On January 1, 2015, Hilltop completed its acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction (the "SWS Merger"), whereby SWS’s broker-dealer subsidiaries, Southwest Securities, Inc. and SWS Financial Services, Inc., became subsidiaries of Securities Holdings, and SWS’s banking subsidiary, Southwest Securities, FSB (“SWS FSB”), was merged into the Bank. On October 5, 2015, Southwest Securities, Inc. and SWS Financial Services, Inc. were renamed “Hilltop Securities Inc.” (“Hilltop Securities”) and “Hilltop Securities Independent Network Inc.” (“HTS Independent Network”), respectively. On October 22, 2015, the Financial Industry Regulatory Authority (“FINRA”) granted approval to combine First Southwest Company, LLC (“FSC”) and Hilltop Securities, subject to customary conditions. FSC, Hilltop Securities and HTS Independent Network operated as separate broker-dealers, under coordinated leadership from the date of the SWS Merger until January 22, 2016, when FSC was merged into Hilltop Securities to form a combined firm operating under the “Hilltop Securities” name. The term “Hilltop Broker-Dealers” is used to refer to FSC, Hilltop Securities and HTS Independent Network prior to January 22, 2016 and Hilltop Securities and HTS Independent Network after such date.
Basis of Presentation	Basis of Presentation The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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, a merchant bank utilized to facilitate investments in companies engaged in non-financial activities. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”). PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”), which holds an ownership interest in and is the managing member of certain affiliated business arrangements (“ABAs”). PCC also 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, HTS Independent Network and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and 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, a wholly-owned subsidiary of First Southwest Holdings, LLC (“First Southwest”), is a registered investment adviser under the Investment Advisers Act of 1940. As discussed above, prior to January 22, 2016, Securities Holdings’ subsidiaries also included FSC, First Southwest’s principal subsidiary and formerly a broker-dealer registered with the SEC and FINRA and a member of the NYSE. 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
Acquisition Accounting	Acquisition Accounting Acquisitions are accounted for under the acquisition method of accounting. Purchased assets, including identifiable intangible assets, and assumed liabilities are recorded at their respective acquisition date fair values. If the fair value of net assets purchased exceeds the consideration given, a bargain purchase gain is recognized. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized.
Securities Purchased Under Agreements to Resell	Securities Purchased Under Agreements to Resell Securities purchased under agreements to resell (reverse repurchase agreements or reverse repos) are treated as collateralized financings and are carried at the amounts at which the securities will subsequently be resold as specified in the agreements. The Company is in possession of collateral with a fair value equal to or in excess of the contract amounts.
Securities	Securities Management classifies securities at the time of purchase and reassesses such designation at each balance sheet date. Securities held for resale to facilitate principal transactions with customers are classified as trading, and are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Hilltop reports interest income on trading securities as interest income on securities and other changes in fair value as other noninterest income. Securities held but not intended to be held to maturity or on a long-term basis are classified as available for sale. Securities included in this category are those that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk, and other factors related to interest rate and resultant prepayment risk changes. Securities available for sale are carried at fair value. Unrealized holding gains and losses on securities available for sale, net of taxes, are reported in other comprehensive income (loss) until realized. Premiums and discounts are recognized in interest income using the effective interest method and consider any optionality that may be embedded in the security. Purchases and sales (and related gain or loss) of securities are recorded on the trade date, based on specific identification. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the other-than-temporary impairment (“OTTI”) is related to credit losses. The amount of the OTTI related to other factors is recognized in other comprehensive income (loss). In estimating OTTI, management considers in developing its best estimate of cash flows, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the historic and implied volatility of the security, (iv) failure of the issuer to make scheduled interest payments and (v) changes to the rating of the security by a rating agency.
Loans Held for Sale	Loans Held for Sale Loans held for sale consist primarily of single-family residential mortgages funded through PrimeLending. These loans are generally on the consolidated balance sheet between 30 and 45 days. Substantially all mortgage loans originated by PrimeLending are sold to various investors in the secondary market, the majority with servicing released. Mortgage loans held for sale are carried at fair value in accordance with the provisions of the Fair Value Option Subsections of the ASC (the “Fair Value Option”). Changes in the fair value of the loans held for sale are recognized in earnings and fees and costs associated with origination are recognized as incurred. The specific identification method is used to determine realized gains and losses on sales of loans, which are reported as net gains (losses) in noninterest income. Loans sold are subject to certain indemnification provisions with investors, including the repurchase of loans sold and repayment of certain sales proceeds to investors under certain conditions. In addition, certain mortgage loans guaranteed by U.S. Government agencies and sold into Government National Mortgage Association (“GNMA”) pools may, under certain conditions specified in the government programs, become subject to repurchase by PrimeLending. Such loans subject to repurchase no longer qualify for sale accounting and are reported as loans held for sale in the consolidated balance sheets.
Loans	Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal reduced by unearned income, net unamortized deferred fees and an allowance for loan losses. Unearned income on installment loans and interest on other loans is recognized using the effective interest method. Net fees received for providing loan commitments and letters of credit that result in loans are deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing. Net fees on commitments and letters of credit that are not expected to be funded are amortized to noninterest income over the commitment period. Income on direct financing leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment. Impaired loans include non-accrual loans, troubled debt restructurings, purchased credit impaired (“PCI”) loans and partially charged-off loans. The accrual of interest on impaired loans is discontinued when, in management’s opinion, there is a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments, which is generally when a loan is 90 days past due unless the asset is both well secured and in the process of collection. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income. If the ultimate collectability of principal, wholly or partially, is in doubt, any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal to the extent necessary to eliminate such doubt. Once the collection of the remaining recorded loan balance is fully expected, interest income is recognized on a cash basis. The Bank originates loans to customers primarily in Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of agribusiness, construction, energy, real estate and wholesale/retail trade. PrimeLending originates mortgage loans to customers in its offices, which are located throughout the United States. Substantially all mortgage loans originated by PrimeLending are sold to various investors in the secondary market, the majority with servicing released, although PrimeLending does retain servicing in certain circumstances. The Hilltop Broker-Dealers make loans to customers and correspondents through margin transactions originated by both employees and independent retail representatives throughout the United States. The Hilltop Broker-Dealers control or controlled risk by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for margin loans are not included in the consolidated financial statements. Management has defined the loans acquired in a business combination as acquired loans. Acquired loans are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. At acquisition, acquired loans are segregated between those considered to be credit impaired and those without credit impairment at acquisition. To make this determination, management considered such factors as past due status, non-accrual status and credit risk ratings. The fair value of acquired performing loans was determined by discounting expected cash flows, both principal and interest, at prevailing market interest rates. The difference between the fair value and principal balances due at acquisition date, the fair value discount, is accreted into income over the estimated life of each loan. Loans acquired in 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”) 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. Covered loans are discussed in more detail within Note 6 to the consolidated financial statements. PCI loans acquired by the Company upon completion of the merger with PCC (the “PlainsCapital Merger”) are accounted for on an individual loan basis, while PCI loans acquired in each of the FNB Transaction and SWS Merger are accounted for in pools as well as on an individual loan basis. The Company has established under its PCI accounting policy a framework to aggregate certain acquired loans into various loan pools based on a minimum of two layers of similar 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 similar risk characteristics used for the pooling of the FNB and SWS PCI loans are risk grade and loan collateral type. PCI loans showed evidence of credit deterioration that makes it probable that all contractually required principal and interest payments will not be collected. Their fair value was initially based on an estimate of cash flows, both principal and interest, expected to be collected, discounted at prevailing market rates of interest. Management estimated cash flows using key assumptions such as default rates, loss severity rates assuming default, prepayment speeds and estimated collateral values. The excess of cash flows expected to be collected from a loan or pool over its estimated fair value at acquisition is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the loan or pool. The excess of total contractual cash flows over the cash flows expected to be received at acquisition is referred to as the nonaccretable difference. Subsequent to acquisition, management must update these estimates of cash flows expected to be collected at each reporting date. These updates require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value. The Bank accretes the discount for PCI loans for which it can predict the timing and amount of cash flows. PCI loans for which a discount is accreted are reported as performing loans.
Allowance for Loan Losses	Allowance for Loan Losses The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans at the balance sheet date. The allowance for loan losses includes allowance allocations calculated in accordance with the regulatory Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Bank’s control, including the performance of the Bank’s loan portfolio, the economy and changes in interest rates. The Bank’s allowance for loan losses consists of three elements: (i) specific valuation allowances established for probable losses on individually impaired loans; (ii) general historical valuation allowances calculated based on historical loan loss experience for homogenous loans with similar collateral; and (iii) valuation allowances to adjust general reserves based on current economic conditions and other qualitative risk factors both internal and external to the Bank. The Bank’s methodology regarding the calculation of the allowance for loan losses is discussed in more detail within Note 5 to the consolidated financial statements.
Broker-Dealer and Clearing Organization Transactions	Broker-Dealer and Clearing Organization Transactions Amounts recorded in broker-dealer and clearing organization receivables and payables include securities lending activities, as well as amounts related to securities transactions for either customers of the Hilltop Broker-Dealers or for the accounts of the Hilltop Broker-Dealers. Securities-borrowed and securities-loaned transactions are generally reported as collateralized financings. Securities-borrowed transactions require the Hilltop Broker-Dealers to deposit cash, letters of credit, or other collateral with the lender. With respect to securities loaned, the Hilltop Broker-Dealers receive collateral in the form of cash or other assets in an amount generally in excess of the market value of securities loaned. The Hilltop Broker-Dealers monitor the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Interest income and interest expense associated with collateralized financings is included in the accompanying consolidated statements of operations.
Insurance Premiums Receivable	Insurance Premiums Receivable Insurance premiums receivable include premiums written and not yet collected. NLC routinely evaluates the receivable balance to determine if an allowance for uncollectible amounts is necessary. At December 31, 2017 and 2016, NLC determined that no valuation allowance was necessary.
Deferred Policy Acquisition Costs	Deferred Policy Acquisition Costs Costs of acquiring insurance vary with, and are primarily related to, the successful acquisition of new and renewal business, primarily consisting of commissions, premium taxes and underwriting expenses, and are deferred and amortized over the terms of the policies or reinsurance treaties to which they relate. Proceeds from reinsurance transactions that represent recovery of acquisition costs reduce applicable unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense in proportion to net revenue recognized. Future investment income is considered in determining the recoverability of deferred policy acquisition costs. NLC regularly reviews the categories of acquisition costs that are deferred and assesses the recoverability of this asset. A premium deficiency and a corresponding charge to income is recognized if the sum of the expected loss and LAE, unamortized policy acquisition costs, and maintenance costs exceed related unearned insurance premiums and anticipated investment income. At December 31, 2017 and 2016, there was no premium deficiency.
Reinsurance	Reinsurance In the normal course of business, NLC seeks to reduce the loss that may arise from catastrophes or other events that could cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsured policy. NLC routinely evaluates the receivable balance to determine if any uncollectible balances exist. 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 included in other assets within the consolidated balance sheets. Reinsurance assumed from other companies, including assumed premiums written and earned, and losses and LAE, is accounted for in the same manner as direct insurance written.
Premises and Equipment	Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization computed principally on the straight-line method over the estimated useful lives of the assets, which range between 3 and 40 years. Gains or losses on disposals of premises and equipment are included in results of operations.
Other Real Estate Owned	Other Real Estate Owned Real estate acquired through foreclosure (“OREO”) is included in other assets within the consolidated balance sheets and is carried at management’s estimate of fair value, less estimated cost to sell. Any excess of recorded investment over fair value, less cost to sell, is charged against either the allowance for loan losses or the related PCI pool discount when property is initially transferred to OREO. Subsequent to the initial transfer to OREO, downward valuation adjustments are charged against earnings. Valuation adjustments, revenue and expenses from operations of the properties and resulting gains or losses on sale are included within the consolidated statements of operations in other noninterest income or expense, as appropriate. Acquired OREO subject to FDIC loss-share agreements is referred to as “covered OREO” and reported separately in the consolidated balance sheets. Covered OREO is reported exclusive of expected reimbursement cash flows from the FDIC. Foreclosed covered loan collateral is transferred into covered OREO at the collateral’s fair value, less selling costs. Covered OREO was initially recorded at its estimated fair value based on similar market comparable valuations, less estimated selling costs. Subsequently, loan collateral transferred to OREO is recorded at its net realizable value. Any subsequent valuation adjustments due to declines in fair value of the covered OREO will be charged to noninterest expense, while any recoveries of previous valuation decreases will be credited to noninterest expense.
FDIC Indemnification Asset	FDIC Indemnification Asset The Company has elected to account for the FDIC Indemnification Asset in accordance with the Business Combination Topic of the ASC. The FDIC Indemnification Asset is initially recorded at fair value, based on the discounted value of expected future cash flows under the loss-share agreements. The difference between the present value and the undiscounted cash flows the Bank expects to collect from the FDIC will be accreted into noninterest income or amortized into noninterest expense within the consolidated statements of operations over the life of the FDIC Indemnification Asset. The FDIC Indemnification Asset is reviewed quarterly and the accretion rate is adjusted for changes in the timing of cash flows expected to be collected from the FDIC. Cumulative net losses over the life of the loss-share agreements of less than $240.4 million will reduce the value of the FDIC Indemnification Asset. Any amortization of changes in value of the FDIC Indemnification Asset is limited to the contractual term of the loss-share agreements. Changes to the FDIC Indemnification Asset are recorded as adjustments to other noninterest income or expense, as appropriate, within the consolidated statements of operations over the life of the loss-share agreements.
Debt Issuance Costs	Debt Issuance Costs The Company capitalizes debt issuance costs associated with financing of debt. These costs are amortized using the effective interest method over the repayment term of the debt. Unamortized debt issuance costs are presented in the consolidated balance sheets as a direct reduction from the associated debt liability. Debt issuance costs of $0.1 million, $0.1 million, and $0.4 million during 2017, 2016 and 2015, respectively, were amortized and included in interest expense within the consolidated statements of operations. In April 2015, debt issuance costs of $1.9 million were capitalized in connection with Hilltop’s issuance of the 5% senior notes due 2025.
Goodwill	Goodwill Goodwill, which represents the excess of cost over the fair value of the net assets acquired, is allocated to reporting units and tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount should be assessed. The Company performs required annual impairment tests of its goodwill as of October 1 st for each of its reporting units, which is one level below an operating segment. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. As of January 1, 2017, the Company adopted the provisions of ASU 2017-04 which removes Step 2 from the goodwill impairment test and eliminates the determination of goodwill impairment through calculation of the implied fair value when the carrying amount of a reporting unit exceeds its fair value. The goodwill impairment test requires the Company to make judgments in determining what assumptions to use in the calculation. The process consists of estimating the fair value of each reporting unit based on valuation techniques, including a discounted cash flow model using revenue and profit forecasts and recent industry transaction and trading multiples of peers, and comparing those estimated fair values with the carrying values of the assets and liabilities of the reporting unit, which includes the allocated goodwill. If the estimated fair value is less than the carrying value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. Additional information concerning the results of the Company’s impairment test of goodwill is included in Note 9 to the consolidated financial statements.
Intangibles and Other Long-Lived Assets	Intangibles and Other Long-Lived Assets Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. The Company’s intangible assets primarily consist of core deposits, trade names and customer relationships. Intangible assets with definite useful lives are generally amortized on the straight-line method over their estimated lives, although certain intangibles, including core deposits, and customer and agent relationships, are amortized on an accelerated basis. Amortization of intangible assets is recorded in other noninterest expense within the consolidated statements of operations. Intangible assets with indefinite useful lives are tested for impairment annually as of October 1 st , or more often if events or circumstances indicate there may be impairment, and not amortized until their lives are determined to be definite. Intangible assets with definite useful lives, premises and equipment, and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Mortgage Servicing Rights	Mortgage Servicing Rights The Company determines its classes of residential mortgage servicing assets based on the asset type being serviced along with the methods used to manage the risk inherent in the servicing assets, which includes the market inputs used to value the servicing assets. The Company measures its servicing assets at fair value and reports changes in fair value through earnings. The retained mortgage servicing rights (“MSR”) asset is measured at fair value as of the date of sale of the related mortgage loan. Subsequent fair value measurements of the MSR asset are determined by valuing the projected net servicing cash flows, which are then discounted to estimate fair value using a discounted cash flow model. Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income. The model assumptions and the MSR asset fair value estimates are compared to observable trades of similar portfolios as well as to MSR asset broker valuations and industry surveys, as available. The expected life of the loan can vary from management’s estimates due to prepayments by borrowers, especially when rates fall. Prepayments in excess of management’s estimates would negatively impact the recorded value of the MSR asset. The value of the MSR asset is also dependent upon the discount rate used in the model, which is based on current market rates that are reviewed by management on an ongoing basis. A significant increase in the discount rate would reduce the value of the MSR asset.
Derivative Financial Instruments	Derivative Financial Instruments The Company’s hedging policies permit the use of various derivative financial instruments, including forward commitments, interest rate swaps and swaptions, and U.S. Treasury bond futures and options to manage interest rate risk or to hedge specified assets and liabilities. The Company’s derivative financial instruments also include interest rate lock commitments (“IRLCs”) executed with its customers that allow those customers to obtain a mortgage loan on a future date at an agreed-upon interest rate. The IRLCs, forward commitments, interest rate swaps and swaptions, and U.S. Treasury bond futures and options meet the definition of a derivative under the provisions of the Derivatives and Hedging Topic of the ASC. Derivatives are recorded at fair value in the consolidated balance sheets. To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. If derivative instruments are designated as hedges of fair values, the change in the fair value of both the derivative instrument and the hedged item are included in current earnings. Changes in the fair value of derivatives designated as hedges of cash flows are recorded in other comprehensive income (loss). Actual cash receipts and/or payments and related accruals on derivatives related to hedges are recorded as adjustments to the line item where the hedged item’s effect on earnings is recorded.
Reserve for Losses and Loss Adjustment Expenses	Reserve for Losses and Loss Adjustment Expenses The liability for losses and LAE includes an amount determined from loss reports and individual cases and an amount, based on past experience, for losses incurred but not reported (“IBNR”). Such liabilities are based on estimates and, while management believes that the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in earnings currently. The liability for losses and LAE has not been reduced for reinsurance recoverable.
Loss Contingencies	Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation expense for all share-based awards granted is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the ASC. The Company recognizes these compensation costs for only those awards expected to vest over the service period of the award.
Advertising	Advertising Advertising costs are expensed as incurred. Advertising expense totaled $4.7 million, $5.3 million and $4.6 million during 2017, 2016 and 2015, respectively.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded for the estimated future tax effects of the temporary difference between the tax basis and book basis of assets and liabilities reported in the accompanying consolidated balance sheets. The provision for income tax expense or benefit differs from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated financial statements are recognized in different time periods by taxing authorities. Interest and penalties incurred related to tax matters are charged to other interest expense or other noninterest expense, respectively. The revaluation of deferred tax assets as a result of enacted tax rate changes, such as those found in the Tax Cuts and Jobs Act (“Tax Legislation”), is recognized within income tax expense in continuing operations in the period of enactment. Benefits from uncertain tax positions are recognized in the consolidated financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority having full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of cumulative benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold are recognized in the reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the reporting period in which that threshold is no longer met. If the Company were to prevail on all uncertain tax positions, the effect would be a benefit to the Company’s effective tax rate. Due to uncertainties in any tax audit outcome, estimates of the ultimate settlement of unrecognized tax positions may change and the actual tax benefits may differ significantly from the estimate. Deferred tax assets, including net operating loss and tax credit carry forwards, are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that any portion of these tax attributes will not be realized. Periodic reviews of the carrying amount of deferred tax assets are made when it is more likely than not that all or a portion of a deferred tax asset will not be realized.
Cash Flow Reporting	Cash Flow Reporting For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as the amount included in the consolidated balance sheet captions “Cash and due from banks” and “Federal funds sold”. Cash equivalents have original maturities of three months or less.
Repurchases of Common Stock	Repurchases of Common Stock In accordance with Maryland law, the Company uses the par value method of accounting for its stock repurchases, whereby the par value of the shares is deducted from common stock. The excess of the cost of shares acquired over the par value is allocated to additional paid-in capital based on an estimated average sales price per issued share with the excess amounts charged to retained earnings.
Basic and Diluted Net Income Per Share	Basic and Diluted Net Income Per 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, all of which were vested as of September 30, 2017, were the only instruments issued by Hilltop which qualified 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 2017, restricted stock units (“RSUs”) were the only potentially dilutive non-participating instruments issued by Hilltop, while during 2016 and 2015, stock options and RSUs were the only 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.

Acquisition (Tables)

Acquisition (Tables) - SWS	12 Months Ended
	Dec. 31, 2017
Acquisitions
Schedule of components of the consideration paid	The components of the consideration paid are shown in the following table (in thousands). Fair value of consideration paid: Common stock issued $ Cash Fair value of Hilltop’s existing investment in SWS Total consideration paid $
Summary of fair values of the identifiable assets acquired, and liabilities assumed	The resulting fair values of the identifiable assets acquired, and liabilities assumed, in the SWS Merger at January 1, 2015 are summarized in the following table (in thousands). Cash and due from banks $ 119,314 Federal funds sold and securities purchased under agreements to resell 44,741 Assets segregated for regulatory purposes 181,610 Securities 707,476 Non-covered loans, net 863,819 Broker-dealer and clearing organization receivables 1,221,793 Other assets 159,906 Total identifiable assets acquired 3,298,659 Deposits (1,287,509) Broker-dealer and clearing organization payables (1,109,978) Short-term borrowings (164,240) Securities sold, not yet purchased, at fair value (140,409) Notes payable (76,643) Other liabilities (89,466) Total liabilities assumed (2,868,245) Bargain purchase gain (81,289) 349,125 Less Hilltop existing investment in SWS (70,282) Net identifiable assets acquired $ 278,843
Schedule of allocation to intangible assets	The allocation to intangible assets is as follows (in thousands). Estimated Useful Gross Intangible Life (Years) Assets Customer relationships 14 $ 7,300 Core deposits 4 160 $ 7,460
Schedule of loans acquired in business combination	The following table presents details on acquired loans at the acquisition date (in thousands). Loans, excluding PCI Total PCI Loans Loans Loans Commercial and industrial $ 178,603 $ 9,850 $ 188,453 Real estate 324,477 62,218 386,695 Construction and land development 14,708 1,391 16,099 Consumer 3,216 — 3,216 Broker-dealer (1) 269,356 — 269,356 Total $ 790,360 $ 73,459 $ 863,819 (1) Acquired loans include margin loans to customers and correspondents of $269.4 million associated with acquired broker-dealer operations, none of which are PCI loans.
PCI loans
Acquisitions
Schedule of PCI Loans at acquisition	The following table presents information about the PCI loans at acquisition (in thousands). Contractually required principal and interest payments $ 120,078 Nonaccretable difference 32,040 Cash flows expected to be collected 88,038 Accretable difference 14,579 Fair value of loans acquired with a deterioration of credit quality $ 73,459
Loans excluding PCI Loans
Acquisitions
Schedule of acquired loans without credit impairment	The following table presents information about the acquired loans without credit impairment at acquisition (in thousands). Contractually required principal and interest payments $ 901,672 Contractual cash flows not expected to be collected 39,721 Fair value at acquisition 790,360

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 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 December 31, 2017 Inputs Inputs Inputs Fair Value Trading securities $ 3,329 $ 727,356 $ — $ 730,685 Available for sale securities 21,241 744,318 — 765,559 Loans held for sale — 1,544,631 36,972 1,581,603 Derivative assets — 34,150 — 34,150 MSR asset — — 54,714 54,714 Securities sold, not yet purchased 156,586 76,235 — 232,821 Derivative liabilities — 13,197 — 13,197 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 table includes 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 Year Additions Reductions Net Income Income (Loss) End of Year Year ended December 31, 2017 Loans held for sale $ 35,801 $ 36,891 $ (26,773) $ (8,947) $ — $ 36,972 MSR asset 61,968 16,401 (17,499) (6,156) — 54,714 Total $ 97,769 $ 53,292 $ (44,272) $ (15,103) $ — $ 91,686 Year ended December 31, 2016 Trading securities $ 1 $ — $ — $ (1) $ — $ — Loans held for sale 25,880 60,999 (39,637) (11,441) — 35,801 MSR asset 52,285 23,381 (7,586) (6,112) — 61,968 Total $ 78,166 $ 84,380 $ (47,223) $ (17,554) $ — $ 97,769 Year ended December 31, 2015 Trading securities $ — $ 7,301 $ (3,397) $ (3,903) $ — $ 1 Loans held for sale 9,017 52,800 (25,514) (10,423) — 25,880 MSR asset 36,155 24,974 — (8,844) — 52,285 Total $ 45,172 $ 85,075 $ (28,911) $ (23,170) $ — $ 78,166
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 December 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 90 - 95 % ( 95 %) MSR asset Discounted cash flows Constant prepayment rate 10.93 % Discount rate 11.03 %
Schedule of changes in fair value for instruments reported at fair value under the Fair Value Option	The following table presents 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). Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Other Total Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ 10,655 $ — $ 10,655 $ (8,275) $ — $ (8,275) $ (2,970) $ — $ (2,970) MSR asset (6,156) — (6,156) (6,112) — (6,112) (8,844) — (8,844)
Schedule of significant unobservable inputs weighted average rates on Impaired Loans	At December 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 Year Ended December 31, December 31, 2017 Inputs Inputs Inputs Fair Value 2017 2016 2015 Non-covered impaired loans $ — $ — $ 29,063 $ 29,063 $ (49) $ 2,487 $ (126) Covered impaired loans — — 83,849 83,849 (2,353) 1,156 3,034 Non-covered other real estate owned — 3,883 — 3,883 (704) (555) (28) Covered other real estate owned — 10,187 — 10,187 (3,732) (18,481) (16,555)
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 December 31, 2017 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 487,382 $ 487,382 $ — $ — $ 487,382 Securities purchased under agreements to resell 186,537 — 186,537 — 186,537 Assets segregated for regulatory purposes 186,578 186,578 — — 186,578 Held to maturity securities 355,849 — 349,939 — 349,939 Loans held for sale 133,754 — 133,754 — 133,754 Non-covered loans, net 6,212,712 — 577,889 5,828,868 6,406,757 Covered loans, net 179,400 — — 269,386 269,386 Broker-dealer and clearing organization receivables 1,464,378 — 1,464,378 — 1,464,378 FDIC indemnification asset 29,340 — — 20,122 20,122 Other assets 64,862 — 59,053 5,809 64,862 Financial liabilities: Deposits 7,978,119 — 7,973,101 — 7,973,101 Broker-dealer and clearing organization payables 1,287,563 — 1,287,563 — 1,287,563 Short-term borrowings 1,206,424 — 1,206,424 — 1,206,424 Debt 275,821 — 289,719 — 289,719 Other liabilities 4,795 — 4,795 — 4,795 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)	12 Months Ended
	Dec. 31, 2017
Securities
Summary of trading securities	The fair value of trading securities are summarized as follows (in thousands). December 31, 2017 2016 U.S. Treasury securities $ — $ 5,940 U.S. government agencies: Bonds 52,078 36,303 Residential mortgage-backed securities 372,817 2,539 Commercial mortgage-backed securities 6,125 15,171 Collateralized mortgage obligations 5,122 5,607 Corporate debt securities 96,182 60,699 States and political subdivisions 170,413 89,946 Unit investment trusts 22,612 41,409 Private-label securitized product 1,631 4,292 Other 3,705 3,628 Totals $ 730,685 $ 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 December 31, 2017 Cost Gains Losses Fair Value U.S. Treasury securities $ 24,665 $ 107 $ (103) $ 24,669 U.S. government agencies: Bonds 96,177 829 (366) 96,640 Residential mortgage-backed securities 246,707 538 (3,740) 243,505 Commercial mortgage-backed securities 11,966 105 (48) 12,023 Collateralized mortgage obligations 237,848 106 (4,142) 233,812 Corporate debt securities 66,868 1,819 (25) 68,662 States and political subdivisions 64,024 1,099 (115) 65,008 Commercial mortgage-backed securities — — — — Equity securities 19,691 1,666 (116) 21,241 Totals $ 767,946 $ 6,269 $ (8,655) $ 765,560 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 December 31, 2017 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 39,015 $ — $ (1,188) $ 37,827 Residential mortgage-backed securities 16,130 44 — 16,174 Commercial mortgage-backed securities 71,373 241 (735) 70,879 Collateralized mortgage obligations 173,928 19 (3,969) 169,978 States and political subdivisions 55,403 437 (759) 55,081 Totals $ 355,849 $ 741 $ (6,651) $ 349,939 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 maturities securities that were in an unrealized loss position is shown in the following tables (dollars in thousands). December 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 6 $ 15,449 $ 69 7 $ 21,694 $ 44 Unrealized loss for twelve months or longer 1 4,150 34 — — — 7 19,599 103 7 21,694 44 U.S. government agencies: Bonds: Unrealized loss for less than twelve months 10 83,476 367 1 14,908 67 Unrealized loss for twelve months or longer — — — — — — 10 83,476 367 1 14,908 67 Residential mortgage-backed securities: Unrealized loss for less than twelve months 15 121,968 820 12 109,398 2,941 Unrealized loss for twelve months or longer 11 93,358 2,920 — — — 26 215,326 3,740 12 109,398 2,941 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 1 5,048 48 2 7,127 58 Unrealized loss for twelve months or longer — — — — — — 1 5,048 48 2 7,127 58 Collateralized mortgage obligations: Unrealized loss for less than twelve months 16 90,886 819 11 91,144 2,340 Unrealized loss for twelve months or longer 17 80,492 3,323 8 19,320 866 33 171,378 4,142 19 110,464 3,206 Corporate debt securities: Unrealized loss for less than twelve months 1 5,073 25 3 5,899 91 Unrealized loss for twelve months or longer — — — — — — 1 5,073 25 3 5,899 91 States and political subdivisions: Unrealized loss for less than twelve months 9 6,981 97 32 17,549 322 Unrealized loss for twelve months or longer 9 2,876 18 1 450 14 18 9,857 115 33 17,999 336 Equity securities: Unrealized loss for less than twelve months 1 944 13 — — — Unrealized loss for twelve months or longer 1 6,800 102 2 11,107 343 2 7,744 115 2 11,107 343 Total available for sale: Unrealized loss for less than twelve months 59 329,825 2,258 68 267,719 5,863 Unrealized loss for twelve months or longer 39 187,676 6,397 11 30,877 1,223 98 $ 517,501 $ 8,655 79 $ 298,596 $ 7,086
Schedule of information regarding held to maturity securities that were in an unrealized loss position	December 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 1 $ 5,950 $ 50 4 $ 33,225 $ 1,287 Unrealized loss for twelve months or longer 3 31,877 1,138 — — — 4 37,827 1,188 4 33,225 1,287 Residential mortgage-backed securities: Unrealized loss for less than twelve months — — — 2 13,178 6 Unrealized loss for twelve months or longer — — — — — — — — — 2 13,178 6 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 7 39,396 271 5 18,891 588 Unrealized loss for twelve months or longer 2 12,659 464 1 1,401 5 9 52,055 735 6 20,292 593 Collateralized mortgage obligations: Unrealized loss for less than twelve months 10 37,064 264 19 187,669 3,372 Unrealized loss for twelve months or longer 12 128,270 3,705 — — — 22 165,334 3,969 19 187,669 3,372 States and political subdivisions: Unrealized loss for less than twelve months 22 11,079 71 71 29,862 1,790 Unrealized loss for twelve months or longer 46 18,598 688 1 462 8 68 29,677 759 72 30,324 1,798 Total held to maturity: Unrealized loss for less than twelve months 40 93,489 656 101 282,825 7,043 Unrealized loss for twelve months or longer 63 191,404 5,995 2 1,863 13 103 $ 284,893 $ 6,651 103 $ 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 December 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 $ 101,815 $ 101,922 $ 3,245 $ 3,242 Due after one year through five years 95,284 96,442 2,847 2,843 Due after five years through ten years 30,893 32,064 27,051 26,289 Due after ten years 23,742 24,551 61,275 60,534 251,734 254,979 94,418 92,908 Residential mortgage-backed securities 246,707 243,505 16,130 16,174 Collateralized mortgage obligations 237,848 233,812 173,928 169,978 Commercial mortgage-backed securities 11,966 12,023 71,373 70,879 $ 748,255 $ 744,319 $ 355,849 $ 349,939

Non-Covered Loans and Allowan50

Non-Covered Loans and Allowance for Non-Covered Loan Losses (Tables) - Noncovered	12 Months Ended
	Dec. 31, 2017
Loans
Summary of non-covered loans by portfolio segment	Non-covered loans summarized by portfolio segment are as follows (in thousands). December 31, 2017 2016 Commercial and industrial $ 1,681,205 $ 1,696,453 Real estate 3,011,524 2,816,767 Construction and land development 962,605 786,850 Consumer 40,446 41,352 Broker-dealer (1) 577,889 502,077 6,273,669 5,843,499 Allowance for non-covered loan losses (60,957) (54,186) Total non-covered loans, net of allowance $ 6,212,712 $ 5,789,313 (1)
Schedule of carrying values and the outstanding balances of the PCI loans	The following table presents the carrying values and the outstanding balances of the non-covered PCI loans (in thousands). December 31, 2017 2016 Carrying amount $ 37,204 $ 51,432 Outstanding balance 51,064 67,988
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for the non-covered PCI loans were as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of period $ 13,116 $ 17,744 $ 12,814 Additions — — 14,579 Reclassifications from nonaccretable difference, net (1) 3,836 6,168 19,759 Disposals of loans (664) — (2,371) Accretion (9,275) (10,796) (27,037) Balance, end of period $ 7,013 $ 13,116 $ 17,744 (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 December 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 19,752 $ 3,610 $ 2,489 $ 6,099 $ 89 Unsecured — — — — — Real estate: Secured by commercial properties 34,598 7,583 12,092 19,675 1,391 Secured by residential properties 12,600 5,307 4,558 9,865 325 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 2,001 428 1,010 1,438 215 Consumer 2,377 12 115 127 18 Broker-dealer — — — — — 71,328 16,940 20,264 37,204 2,038 Non-PCI Commercial and industrial: Secured 23,666 15,308 2,072 17,380 365 Unsecured 761 616 — 616 — Real estate: Secured by commercial properties 15,504 10,934 3,686 14,620 932 Secured by residential properties 1,596 1,177 — 1,177 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 653 — 611 611 93 Consumer 162 56 — 56 — Broker-dealer — — — — — 42,357 28,091 6,369 34,460 1,390 $ 113,685 $ 45,031 $ 26,633 $ 71,664 $ 3,428 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 investment in non-covered impaired loans is summarized by class in the following table (in thousands). Year Ended December 31, 2017 2016 2015 Commercial and industrial: Secured $ 18,418 $ 19,730 $ 25,991 Unsecured 771 486 104 Real estate: Secured by commercial properties 36,403 40,014 32,149 Secured by residential properties 11,324 12,085 7,769 Construction and land development: Residential construction loans 14 125 111 Commercial construction loans and land development 3,122 4,619 7,462 Consumer 361 659 1,459 Broker-dealer — — — $ 70,413 $ 77,718 $ 75,045
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). December 31, December 31, 2017 2016 Commercial and industrial: Secured $ 20,262 $ 8,590 Unsecured 616 925 Real estate: Secured by commercial properties 14,620 11,034 Secured by residential properties 1,614 1,197 Construction and land development: Residential construction loans — 28 Commercial construction loans and land development 611 727 Consumer 56 244 Broker-dealer — — $ 37,779 $ 22,745
Schedule of information regarding TDRs granted	Information regarding TDRs granted during 2017, 2016 and 2015, respectively, is shown in the following table (in thousands). At December 31, 2017 and 2016, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Number of Balance at Balance at Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,186 1 $ 1,196 $ 944 1 $ 89 $ 82 Unsecured — — — — — — — — — Real estate: Secured by commercial properties 2 4,775 4,629 — — — 1 1,083 1,040 Secured by residential properties — — — — — — — — — Construction and land development: Residential construction loans — — — — — — — — — Commercial construction loans and land development 1 655 611 — — — 1 76 — Consumer — — — — — — — — — Broker-dealer — — — — — — — — — 4 $ 6,787 $ 6,426 1 $ 1,196 $ 944 3 $ 1,248 $ 1,122 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 2017, 2016 or 2015. The following table presents information regarding TDRs granted during the twelve months preceding December 31, 2017 and 2016, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding December 31, 2017 Twelve Months Preceding December 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 $ 1,196 $ 944 Unsecured — — — — — — Real estate: Secured by commercial properties 1 1,481 1,352 — — — Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development 1 655 611 — — — Consumer — — — — — — Broker-dealer — — — — — — 2 $ 2,136 $ 1,963 1 $ 1,196 $ 944
Schedule of analysis of the aging of the entity's loan portfolio	An analysis of the aging of the Company’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 December 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 $ 2,060 $ 312 $ 5,714 $ 8,086 $ 1,544,131 $ 6,099 $ 1,558,316 $ 640 Unsecured 642 — — 642 122,247 — 122,889 — Real estate: Secured by commercial properties 442 — 2,195 2,637 2,213,331 19,675 2,235,643 — Secured by residential properties 1,490 1,290 418 3,198 762,818 9,865 775,881 — Construction and land development: Residential construction loans 315 — — 315 176,937 — 177,252 — Commercial construction loans and land development 1,370 101 — 1,471 782,444 1,438 785,353 — Consumer 194 20 — 214 40,105 127 40,446 — Broker-dealer — — — — 577,889 — 577,889 — $ 6,513 $ 1,723 $ 8,327 $ 16,563 $ 6,219,902 $ 37,204 $ 6,273,669 $ 640 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). December 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,483,502 $ 17,354 $ 51,361 $ 6,099 $ 1,558,316 Unsecured 121,774 — 1,115 — 122,889 Real estate: Secured by commercial properties 2,154,595 7,647 53,726 19,675 2,235,643 Secured by residential properties 756,091 — 9,925 9,865 775,881 Construction and land development: Residential construction loans 177,252 — — — 177,252 Commercial construction loans and land development 780,905 2,259 751 1,438 785,353 Consumer 40,211 — 108 127 40,446 Broker-dealer 577,889 — — — 577,889 $ 6,092,219 $ 27,260 $ 116,986 $ 37,204 $ 6,273,669 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 Year Ended December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of year $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Provision charged to operations 6,725 3,619 848 16 198 11,406 Loans charged off (6,253) (305) (13) (208) — (6,779) Recoveries on charged off loans 1,833 225 7 79 — 2,144 Balance, end of year $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 Commercial and Construction and Year Ended December 31, 2016 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of year $ 19,845 $ 18,983 $ 6,064 $ 314 $ 209 $ 45,415 Provision charged to (recapture from) operations 33,369 7,297 938 190 (53) 41,741 Loans charged off (33,776) (1,439) — (203) (1) (35,419) Recoveries on charged off loans 1,931 395 — 123 — 2,449 Balance, end of year $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Commercial and Construction and Year Ended December 31, 2015 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of year $ 18,833 $ 11,131 $ 6,450 $ 461 $ 166 $ 37,041 Provision charged to (recapture from) operations 4,598 7,937 (386) 104 (80) 12,173 Loans charged off (7,144) (605) — (378) — (8,127) Recoveries on charged off loans 3,558 520 — 127 123 4,328 Balance, end of year $ 19,845 $ 18,983 $ 6,064 $ 314 $ 209 $ 45,415
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 December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 16,819 $ 13,782 $ 611 $ — $ — $ 31,212 Loans collectively evaluated for impairment 1,658,287 2,968,202 960,556 40,319 577,889 6,205,253 PCI Loans 6,099 29,540 1,438 127 — 37,204 $ 1,681,205 $ 3,011,524 $ 962,605 $ 40,446 $ 577,889 $ 6,273,669 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 December 31, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 365 $ 932 $ 93 $ — $ — $ 1,390 Loans collectively evaluated for impairment 23,220 26,127 7,536 293 353 57,529 PCI Loans 89 1,716 215 18 — 2,038 $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 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 Indemnific51

Covered Assets and Indemnification Asset (Tables) - Covered	12 Months Ended
	Dec. 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). December 31, 2017 2016 Commercial and industrial $ 1,055 $ 2,697 Real estate 179,359 244,469 Construction and land development 1,715 8,961 182,129 256,127 Allowance for covered loans (2,729) Total covered loans, net of allowance $ 179,400 $ 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 the covered PCI loans (in thousands). December 31, 2017 2016 Carrying amount $ 87,113 $ 133,754 Outstanding balance 179,019 266,098
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for the covered PCI loans were as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of period $ 143,731 $ 176,719 $ 193,493 Reclassifications from nonaccretable difference, net (1) 9,110 41,239 70,884 Transfer of loans to covered OREO (2) (999) (487) (1,309) Accretion (60,009) (73,740) (86,349) Balance, end of period $ 91,833 $ 143,731 $ 176,719 (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 December 31, 2017 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 3,783 $ — $ 194 $ 194 $ 19 Unsecured 5,732 — — — — Real estate: Secured by commercial properties 80,223 2,388 21,171 23,559 1,817 Secured by residential properties 125,361 249 63,107 63,356 861 Construction and land development: Residential construction loans 672 — — — — Commercial construction loans and land development 11,118 4 — 4 — 226,889 2,641 84,472 87,113 2,697 Non-PCI Commercial and industrial: Secured 44 — — — — Unsecured — — — — — Real estate: Secured by commercial properties — — — — — Secured by residential properties 6,279 5,370 — 5,370 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 18 12 — 12 — 6,341 5,382 — 5,382 — $ 233,230 $ 8,023 $ 84,472 $ 92,495 $ 2,697 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). Year Ended December 31, 2017 2016 2015 Commercial and industrial: Secured $ 730 $ 3,530 $ 9,934 Unsecured 150 1,040 4,293 Real estate: Secured by commercial properties 38,253 75,159 162,812 Secured by residential properties 73,332 88,794 121,069 Construction and land development: Residential construction loans — 331 1,017 Commercial construction loans and land development 2,620 13,067 33,278 $ 115,085 $ 181,921 $ 332,403
Summary of non-accrual loans by class	Covered non-accrual loans are summarized by class in the following table (in thousands). December 31, 2017 2016 Commercial and industrial: Secured $ — $ 52 Unsecured — — Real estate: Secured by commercial properties — 730 Secured by residential properties 5,087 3,035 Construction and land development: Residential construction loans — — Commercial construction loans and land development 17 19 $ 5,104 $ 3,836
Schedule of information regarding TDRs granted	Year Ended December 31, 2015 Number of Balance at Balance at Loans Extension End of Period Commercial and industrial: Secured — $ — $ — Unsecured — — — Real estate: Secured by commercial properties 1 573 — Secured by residential properties 7 860 824 Construction and land development: Residential construction loans — — — Commercial construction loans and land development — — — 8 $ 1,433 $ 824
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 December 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 $ — $ — $ — $ — $ 861 $ 194 $ 1,055 $ — Unsecured — — — — — — — — Real estate: Secured by commercial properties 209 113 — 322 11,472 23,559 35,353 — Secured by residential properties 5,624 1,211 3,226 10,061 70,589 63,356 144,006 283 Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development 38 — — 38 1,673 4 1,715 — $ 5,871 $ 1,324 $ 3,226 $ 10,421 $ 84,595 $ 87,113 $ 182,129 $ 283 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). December 31, 2017 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 429 $ — $ 432 $ 194 $ 1,055 Unsecured — — — — — Real estate: Secured by commercial properties 10,961 — 833 23,559 35,353 Secured by residential properties 68,544 356 11,750 63,356 144,006 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 1,649 — 62 4 1,715 $ 81,583 $ 356 $ 13,077 $ 87,113 $ 182,129 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 Year Ended December 31, 2017 Industrial Real Estate Land Development Total Balance, beginning of year $ 35 $ 378 $ — $ 413 Provision charged to (recaptured from) operations 32 2,840 (7) 2,865 Loans charged off (49) (522) — (571) Recoveries on charged off loans 6 6 10 22 Balance, end of year $ 24 $ 2,702 $ 3 $ 2,729 Commercial and Construction and Year Ended December 31, 2016 Industrial Real Estate Land Development Total Balance, beginning of year $ 758 $ 774 $ — $ 1,532 Provision recaptured from operations (717) (351) (53) (1,121) Loans charged off (6) (62) (51) (119) Recoveries on charged off loans — 17 104 121 Balance, end of year $ 35 $ 378 $ — $ 413 Commercial and Construction and Year Ended December 31, 2015 Industrial Real Estate Land Development Total Balance, beginning of year $ 1,193 $ 3,334 $ 84 $ 4,611 Provision charged to operations 258 189 95 542 Loans charged off (915) (2,869) (179) (3,963) Recoveries on charged off loans 222 120 — 342 Balance, end of year $ 758 $ 774 $ — $ 1,532
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 December 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 861 92,444 1,711 95,016 PCI Loans 194 86,915 4 87,113 $ 1,055 $ 179,359 $ 1,715 $ 182,129 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 December 31, 2017 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 5 24 3 32 PCI Loans 19 2,678 — 2,697 $ 24 $ 2,702 $ 3 $ 2,729 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). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 51,642 $ 99,090 $ 136,945 Additions to covered OREO 6,700 13,876 50,465 Dispositions of covered OREO (17,866) (42,843) (71,765) Valuation adjustments in the period (3,732) (18,481) (16,555) Balance, end of year $ 36,744 $ 51,642 $ 99,090
Summary of the activity in the FDIC Indemnification Asset	A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 71,313 $ 91,648 $ 130,437 FDIC Indemnification Asset accretion (amortization) (17,083) 242 1,147 Transfers to due from FDIC and other (24,890) (20,577) (39,936) Balance, end of year $ 29,340 $ 71,313 $ 91,648

Cash and Due from Banks (Tables

Cash and Due from Banks (Tables)	12 Months Ended
	Dec. 31, 2017
Cash and Due from Banks
Schedule of cash and due from banks	Cash and due from banks consisted of the following (in thousands). December 31, 2017 2016 Cash on hand $ 44,765 $ 49,152 Clearings and collection items 92,271 78,328 Deposits at Federal Reserve Bank 248,442 354,948 Deposits at Federal Home Loan Bank 1,501 4,237 Deposits in FDIC-insured institutions 99,998 182,692 $ 486,977 $ 669,357

Premises and Equipment (Tables)

Premises and Equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Premises and Equipment
Summary of the components of premises and equipment	The components of premises and equipment are summarized as follows (in thousands). December 31, 2017 2016 Land and premises $ 111,203 $ 111,295 Furniture and equipment 207,552 190,914 318,755 302,209 Less accumulated depreciation and amortization (141,178) (111,848) $ 177,577 $ 190,361

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Other Intangible Assets
Schedule of carrying value of intangible assets subject to amortization	The carrying value of intangible assets subject to amortization was as follows (in thousands). Estimated Gross Net Useful Life Intangible Accumulated Intangible December 31, 2017 (Years) Assets Amortization Assets Core deposits 4 - 12 $ 38,930 $ (26,381) $ 12,549 Trademarks and trade names 15 - 20 20,000 (7,860) 12,140 Noncompete agreements 4 - 6 11,650 (10,529) 1,121 Customer contracts and relationships 12 - 14 21,400 (13,906) 7,494 Agent relationships 13 3,600 (3,472) 128 $ 95,580 $ (62,148) $ 33,432 Estimated Gross Net Useful Life Intangible Accumulated Intangible December 31, 2016 (Years) Assets Amortization Assets Core deposits 4 - 12 $ 38,930 $ (22,255) $ 16,675 Trademarks and trade names 15 - 20 20,000 (6,877) 13,123 Noncompete agreements 4 - 6 11,650 (9,306) 2,344 Customer contracts and relationships 12 - 14 21,400 (12,097) 9,303 Agent relationships 13 3,600 (3,350) 250 $ 95,580 $ (53,885) $ 41,695
Schedule of estimated aggregate future amortization expense for intangible assets	The estimated aggregate future amortization expense for intangible assets at December 31, 2017 is as follows (in thousands). 2018 $ 7,289 2019 5,142 2020 4,352 2021 3,607 2022 3,222 Thereafter 9,820 $ 33,432

Mortgage Servicing Rights (Tabl

Mortgage Servicing Rights (Tables)	12 Months Ended
	Dec. 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). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 61,968 $ 52,285 $ 36,155 Additions 16,401 23,381 24,974 Sales (17,499) (7,586) — Changes in fair value: Due to changes in model inputs or assumptions (1) (1,722) (153) (2,150) Due to customer payoffs (4,434) (5,959) (6,694) Balance, end of year $ 54,714 $ 61,968 $ 52,285 December 31, 2017 2016 Mortgage loans serviced for others $ 4,762,042 $ 5,480,943 MSR asset as a percentage of serviced mortgage loans 1.15 % 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	December 31, 2017 2016 Weighted average constant prepayment rate 10.93 % 10.47 % Weighted average discount rate 11.03 % 10.95 % Weighted average life (in years) 6.9 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). December 31, 2017 2016 Constant prepayment rate: Impact of 10% adverse change $ (1,948) $ (2,297) Impact of 20% adverse change (3,839) (4,471) Discount rate: Impact of 10% adverse change (2,135) (2,539) Impact of 20% adverse change (4,103) (4,882)

Deposits (Tables)

Deposits (Tables)	12 Months Ended
	Dec. 31, 2017
Deposits
Summary of deposits	Deposits are summarized as follows (in thousands). December 31, 2017 2016 Noninterest-bearing demand $ 2,411,849 $ 2,199,483 Interest-bearing: NOW accounts 1,202,752 1,252,832 Money market 2,222,555 1,626,218 Brokered - money market 101,624 125,272 Demand 411,771 384,847 Savings 218,812 279,911 Time 1,313,482 1,145,859 Brokered - time 95,274 49,389 $ 7,978,119 $ 7,063,811
Summary of scheduled maturities of interest-bearing time deposits	Scheduled maturities of interest-bearing time deposits at December 31, 2017 are as follows (in thousands). 2018 $ 791,721 2019 509,244 2020 82,839 2021 15,155 2022 and thereafter 9,797 $ 1,408,756

Short-term Borrowings (Tables)

Short-term Borrowings (Tables)	12 Months Ended
	Dec. 31, 2017
Short-term borrowings
Schedule of short-term borrowings	Short-term borrowings are summarized as follows (in thousands). December 31, 2017 2016 Federal funds purchased $ 101,775 $ 87,125 Securities sold under agreements to repurchase 539,149 195,164 Federal Home Loan Bank 250,000 1,000,000 Short-term bank loans 315,500 135,000 $ 1,206,424 $ 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). Year Ended December 31, 2017 2016 2015 Average balance during the year $ 588,847 $ 368,102 $ 315,904 Average interest rate during the year 1.06 % 0.58 % 0.33 % Maximum month-end balance during the year 904,704 520,715 514,776 December 31, 2017 2016 Average interest rate at end of year 1.21 % 0.42 % Securities underlying the agreements at end of year: Carrying value $ 581,636 $ 209,877 Estimated fair value $ 598,300 $ 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). Year Ended December 31, 2017 2016 2015 Average balance during the year $ 390,616 $ 361,475 $ 294,959 Average interest rate during the year 1.08 % 0.46 % 0.27 % Maximum month-end balance during the year $ 850,000 $ 1,000,000 $ 600,000 December 31, 2017 2016 Average interest rate at end of year % %

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2017
Notes Payable
Schedule of notes payable	Notes payable consisted of the following (in thousands). December 31, 2017 2016 Senior Notes due April 2025, net of discount of $1,545 and $1,689, respectively $ 148,455 $ 148,311 FHLB notes, net of premium of $436 and $948, respectively, with maturities ranging from February 2018 to June 2030 and interest payable monthly 19,402 102,596 Insurance company note payable due March 2035, paid off in June 2017 — 20,000 NLIC note payable due May 2033, three-month LIBOR plus 4.10% (5.71% at December 31, 2017) with interest payable quarterly 10,000 10,000 NLIC note payable due September 2033, three-month LIBOR plus 4.05% (5.66% at December 31, 2017) with interest payable quarterly 10,000 10,000 ASIC note payable due April 2034, three-month LIBOR plus 4.05% (5.66% at December 31, 2017) with interest payable quarterly 7,500 7,500 Insurance company line of credit due December 30, 2018, 3.25% plus a calculated index rate (4.00% at December 31, 2017) with interest payable quarterly 1,000 3,000 Ventures Management lines of credit, with interest payable monthly 12,452 16,505 $ 208,809 $ 317,912
Scheduled maturities of notes payable	Scheduled maturities for notes payable outstanding at December 31, 2017 are as follows (in thousands). 2018 $ 25,791 2019 — 2020 3,425 2021 508 2022 203 Thereafter 179,991 $ 209,918

Junior Subordinated Debenture59

Junior Subordinated Debentures and Trust Preferred Securities (Tables)	12 Months Ended
	Dec. 31, 2017
Junior Subordinated Debentures and Trust Preferred Securities
Schedule of information regarding the PlainsCapital Debentures	Information regarding the PCC Debentures is shown in the following table (in thousands). Investor Issue Date Amount PCC Statutory Trust I July 31, 2001 $ 18,042 PCC Statutory Trust II March 26, 2003 $ 18,042 PCC Statutory Trust III September 17, 2003 $ 15,464 PCC Statutory Trust IV February 22, 2008 $ 15,464

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Taxes
Schedule of components of the provision for income tax provision (benefit)	The significant components of the income tax provision are as follows (in thousands). Year Ended December 31, 2017 2016 2015 Current: Federal $ 63,769 $ 82,970 $ 49,570 State 5,440 10,181 3,969 69,209 93,151 53,539 Deferred: Federal 40,176 (6,732) 17,295 State 757 (2,958) 81 40,933 (9,690) 17,376 $ 110,142 $ 83,461 $ 70,915
Schedule of reconciliation of the income tax provision (benefit) and the amount that would be computed by applying the statutory Federal income tax rate to income (loss) before income taxes	The income tax provision differs from the amount that would be computed by applying the statutory Federal income tax rate of 35% to income before income taxes as a result of the following (in thousands). Year Ended December 31, 2017 2016 2015 Computed tax at federal statutory rate $ 85,150 $ 80,992 $ 99,223 Tax effect of: Tax Legislation 28,363 — — Non-taxable acquisition gain (6,682) — (33,426) Nondeductible transaction costs 774 2,608 3,969 Nondeductible expenses 3,089 3,301 3,215 State income taxes 4,028 4,708 2,632 Tax-exempt income, net (2,758) (2,850) (2,563) Valuation allowance — (2,094) (1,889) Share-based compensation benefit (412) (2,391) — Other (1,410) (813) (246) $ 110,142 $ 83,461 $ 70,915
Schedule of components of the tax effects of temporary differences that give rise to the net deferred tax asset	The components of the tax effects of temporary differences that give rise to the net deferred tax asset included in other assets within the consolidated balance sheets are as follows (in thousands). December 31, 2017 2016 Deferred tax assets: Net operating and built-in loss carryforward $ 11,697 $ 21,381 Covered loans 20,024 43,512 Purchase accounting adjustment - loans 4,859 10,682 Allowance for loan losses 15,105 20,703 Compensation and benefits 15,860 44,368 Legal and other reserves 4,359 15,985 Foreclosed property 6,400 16,486 Other 11,961 19,297 90,265 192,414 Deferred tax liabilities: Premises and equipment 10,288 21,013 FDIC Indemnification Asset 3,502 21,600 Intangible assets 8,994 17,392 Derivatives 4,527 8,581 Loan servicing 13,184 23,187 Other 8,156 18,868 48,651 110,641 Net deferred tax asset $ 41,614 $ 81,773
Schedule of changes in gross unrecognized tax benefits, which excludes interest and penalties	The aggregate changes in gross unrecognized tax benefits, which excludes interest and penalties, are as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 1,704 $ 644 $ 644 Increases related to tax positions taken during a prior year 476 844 — Decreases related to tax positions taken during a prior year (1,273) — — Increases related to tax positions taken during the current year 667 216 — Balance, end of year $ 1,574 $ 1,704 $ 644

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 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 roll-forward 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 Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 40,669 $ 57,298 $ 53,906 Claims made 42,330 21,410 71,783 Claims resolved with no payment (37,439) (19,696) (38,862) Repurchases (6,490) (4,164) (14,884) Indemnification payments (5,368) (14,179) (14,645) Balance, end of year $ 33,702 $ 40,669 $ 57,298 Indemnification Liability Reserve Activity Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 18,239 $ 16,640 $ 17,619 Additions for new sales 3,962 4,638 4,006 Repurchases (466) (392) (1,420) Early payment defaults (228) (241) (64) Indemnification payments (713) (2,482) (3,027) Change in reserves for loans sold in prior years 2,678 76 (474) Balance, end of year $ 23,472 $ 18,239 $ 16,640 December 31, 2017 2016 Reserve for Indemnification Liability: Specific claims $ 646 $ 1,661 Incurred but not reported claims 22,826 16,578 Total $ 23,472 $ 18,239
Schedule of future minimum lease payments under non-cancelable operating and capital leases	Future minimum lease payments under these agreements follow (in thousands). Operating Leases Capital Leases 2018 $ 36,602 $ 1,444 2019 30,127 1,491 2020 24,461 1,528 2021 16,429 1,451 2022 14,306 1,127 Thereafter 31,422 4,125 Total minimum lease payments $ 153,347 11,166 Amount representing interest (3,497) Present value of minimum lease payments $ 7,669

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2017
Stock-Based Compensation
Schedule of nonvested Restricted Stock Award and RSU activity	The following table summarizes information about Restricted Stock Award and RSU activity for the noted periods (shares in thousands). Restricted Stock Awards RSUs Weighted Weighted Average Average Grant Date Grant Date Outstanding Fair Value Outstanding Fair Value Balance, December 31, 2014 466 $ 13.32 435 $ 23.14 Granted 63 $ 19.95 491 $ 19.61 Vested/Released (54) $ 19.58 (12) $ 22.45 Forfeited (22) $ 13.25 (39) $ 21.93 Balance, December 31, 2015 453 $ 13.50 875 $ 21.22 Granted - $ - 598 $ 17.78 Vested/Released (447) $ 13.41 (7) $ 22.22 Forfeited (2) $ 19.72 (10) $ 20.70 Balance, December 31, 2016 4 $ 19.95 1,456 $ 19.83 Granted - $ - 450 $ 26.37 Vested/Released (4) $ 19.95 (451) $ 22.48 Forfeited - $ - (137) $ 22.41 Balance, December 31, 2017 - $ - 1,318 $ 20.89

Regulatory Matters (Tables)

Regulatory Matters (Tables)	12 Months Ended
	Dec. 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 December 31, 2017 Tier 1 capital (to average assets): PlainsCapital $ 1,147,527 12.32 % 4.0 % 4.0 % 5.0 % Hilltop 1,688,358 12.94 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,147,527 14.47 % 5.75 % 7.0 % 6.5 % Hilltop 1,639,009 17.71 % 5.75 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,147,527 14.47 % 7.25 % 8.5 % 8.0 % Hilltop 1,688,358 18.24 % 7.25 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,212,793 15.29 % 9.25 % 10.5 % 10.0 % Hilltop 1,738,325 18.78 % 9.25 % 10.5 % N/A 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 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 reconciliation of equity capital to common equity Tier 1, Tier 1 and total capital (as defined)	A reconciliation of equity capital to common equity Tier 1, Tier 1 and total capital (as defined) is as follows (in thousands). December 31, 2017 December 31, 2016 PlainsCapital Hilltop PlainsCapital Hilltop Total equity capital $ 1,379,402 $ 1,912,081 $ 1,337,746 $ 1,870,509 Add: Net unrealized holding losses (gains) on securities available for sale and held in trust 3,520 394 2,303 (485) Deduct: Goodwill and other disallowed intangible assets (235,395) (273,466) (231,565) (267,624) Common equity Tier 1 capital (as defined) 1,147,527 1,639,009 1,108,484 1,602,400 Add: Tier 1 capital Trust preferred securities — 65,000 — 65,000 Deduct: Additional Tier 1 capital deductions — (15,651) — (15,299) Tier 1 capital (as defined) 1,147,527 1,688,358 1,108,484 1,652,101 Add: Allowable Tier 2 capital Allowance for loan losses 65,266 65,618 56,283 56,438 Deduct: Additional Tier 2 capital deductions — (15,651) — (15,299) Total capital (as defined) $ 1,212,793 $ 1,738,325 $ 1,164,767 $ 1,693,240
Schedule of net capital position	At December 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 $ 186,770 $ 3,278 Less: required net capital 10,513 250 Excess net capital $ 176,257 $ 3,028 Net capital as a percentage of aggregate debit items 35.5 % Net capital in excess of 5% aggregate debit items $ 160,487
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). December 31, 2017 2016 Capital and surplus: National Lloyds Insurance Company $ 93,812 $ 131,328 American Summit Insurance Company 22,778 30,462 Year Ended December 31, 2017 2016 2015 Statutory net income (loss): National Lloyds Insurance Company $ (1,785) $ 13,043 $ 9,000 American Summit Insurance Company 742 2,124 1,611

Other Noninterest Income and 64

Other Noninterest Income and Expense (Tables)	12 Months Ended
	Dec. 31, 2017
Other Noninterest Income and Expense
Schedule of components of other noninterest income and expense	The following table shows the components of other noninterest income and expense (in thousands). Year Ended December 31, 2017 2016 2015 Other noninterest income: Net gains from Hilltop Broker-Dealer trading activities $ 70,922 $ 86,383 $ 44,042 Net gains from trading securities portfolio 20,210 15,926 12,796 Service charges on depositor accounts 14,429 14,162 15,169 SWS Merger appraisal proceeding 11,757 — — Trust fees 7,485 6,782 7,113 Insurance commissions 4,819 4,206 3,819 Insurance direct billing and other policy fees 4,353 4,818 5,329 Revenue from check and stored value cards 3,169 5,036 7,099 Rent and other income from other real estate owned 1,280 1,461 3,559 FDIC Indemnification Asset accretion — 242 1,147 Other 25,546 15,248 10,795 $ 163,970 $ 154,264 $ 110,868 Other noninterest expense: Software and information technology $ 45,891 $ 38,421 $ 39,250 Brokerage commissions and fees 22,884 24,654 16,637 Mortgage origination and servicing 22,353 25,736 19,375 Unreimbursed loan closing costs 20,428 31,234 35,253 Business development 18,619 19,738 18,291 FDIC Indemnification Asset amortization 17,083 — — Travel, meals and entertainment 12,839 13,683 12,748 Funding fees 8,464 7,451 5,865 Amortization of intangible assets 8,263 10,174 12,375 Office supplies 7,806 8,719 8,247 OREO and repossessed assets 4,004 13,438 12,570 FDIC "true-up" 2,100 8,750 5,475 Other 51,362 49,523 62,217 $ 242,096 $ 251,521 $ 248,303

Derivative Financial Instrume65

Derivative Financial Instruments (Tables)	12 Months Ended
	Dec. 31, 2017
Derivative Financial Instruments
Schedule of derivative positions	Derivative positions are presented in the following table (in thousands). December 31, 2017 December 31, 2016 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 850,850 $ 18,851 $ 944,550 $ 23,269 Customer-based written options 21,637 38 — — Customer-based purchased options 21,637 (38) — — Commitments to purchase MBSs 2,831,635 (921) 3,616,922 (1,155) Commitments to sell MBSs 4,963,498 2,972 5,609,250 (532) Interest rate swaps and swaptions 25,971 51 32,452 (283) U.S. Treasury bond futures and options (1) 214,500 — 297,000 — (1)

Balance Sheet Offsetting (Table

Balance Sheet Offsetting (Tables)	12 Months Ended
	Dec. 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 December 31, 2017 Securities borrowed: Institutional counterparties $ 1,386,821 $ — $ 1,386,821 $ (1,327,536) $ — $ 59,285 Interest rate options: Customer counterparties 38 — 38 — — 38 Reverse repurchase agreements: Institutional counterparties 186,537 — 186,537 (186,026) — 511 Forward MBS derivatives: Institutional counterparties 3,576 — 3,576 (3,576) — — $ 1,576,972 $ — $ 1,576,972 $ (1,517,138) $ — $ 59,834 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 December 31, 2017 Securities loaned: Institutional counterparties $ 1,215,093 $ — $ 1,215,093 $ (1,157,198) $ — $ 57,895 Interest rate options: Institutional counterparties 38 — 38 — — 38 Interest rate swaps and swaptions: Institutional counterparties 35 (86) (51) (1,059) — (1,110) Repurchase agreements: Institutional counterparties 409,058 — 409,058 (409,058) — — Customer counterparties 130,091 — 130,091 (130,091) — — Forward MBS derivatives: Institutional counterparties 2,696 (1,171) 1,525 (1,295) — 230 $ 1,757,011 $ (1,257) $ 1,755,754 $ (1,698,701) $ — $ 57,053 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 December 31, 2017 and 2016. Remaining Contractual Maturities Overnight and Greater Than December 31, 2017 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 181,915 $ — $ — $ — $ 181,915 Asset-backed securities 357,234 — — — 357,234 Securities lending transactions: Corporate securities 11,499 — — — 11,499 Equity securities 1,203,594 — — — 1,203,594 Total $ 1,754,242 $ — $ — $ — $ 1,754,242 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,754,242 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 Or67

Broker-Dealer and Clearing Organization Receivables and Payables (Tables)	12 Months Ended
	Dec. 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). December 31, 2017 2016 Receivables: Securities borrowed $ 1,386,821 $ 1,436,069 Securities failed to deliver 25,491 33,834 Trades in process of settlement 29,412 10,223 Other 22,654 17,615 $ 1,464,378 $ 1,497,741 Payables: Securities loaned $ 1,215,093 $ 1,283,676 Correspondents 30,160 31,040 Securities failed to receive 37,864 31,724 Other 4,446 688 $ 1,287,563 $ 1,347,128

Deferred Policy Acquisition C68

Deferred Policy Acquisition Cost (Tables)	12 Months Ended
	Dec. 31, 2017
Deferred Policy Acquisition Costs.
Schedule of activity in deferred policy acquisition costs	A summary of the activity in deferred policy acquisition costs is as follows (in thousands). Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 18,603 $ 19,874 $ 20,416 Acquisition expenses capitalized 34,934 37,231 39,716 Amortization charged to income (36,549) (38,502) (40,258) Balance, end of year $ 16,988 $ 18,603 $ 19,874

Reserves for Losses and Loss 69

Reserves for Losses and Loss Adjustment Expenses (Tables)	12 Months Ended
	Dec. 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). December 31, 2017 2016 Reserve for unpaid losses and allocated LAE balance, net $ 17,470 $ 25,203 Reinsurance recoverables on unpaid losses 11,495 9,434 Unallocated LAE 1,248 1,189 Reserve for unpaid losses and LAE balance, gross $ 30,213 $ 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). December 31, 2017 Total of IBNR Reserves Plus Expected Cumulative Accident Year Ended December 31, 2017 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2013 110,813 111,121 8 15,687 2014 83,346 84,074 119 13,099 2015 85,507 87,262 591 15,016 2016 81,682 85,189 2,622 21,277 2017 77,855 88,079 4,282 20,927 Total 439,203 $ 455,725 948 All outstanding reserves prior to 2013, net of reinsurance $ 17,470 Reserve for unpaid losses and allocated LAE, net of reinsurance

Reinsurance Activity (Tables)

Reinsurance Activity (Tables)	12 Months Ended
	Dec. 31, 2017
Reinsurance Activity
Schedule of reinsurers with a balance in excess of 5% of outstanding reinsurance receivables	Reinsurers with a balance in excess of 5% of the Company’s outstanding reinsurance receivables at December 31, 2017 are listed below (in thousands). Balances Due From A.M. Best Reinsurers Rating Arch Reinsurance Co. $ 1,115 N/A Partner Reinsurance Co. 1,947 A Aspen Bermuda 865 A R&V Versicherung AG 1,927 N/A Everest Re 767 A+ Lloyd's Syndicate #2001 729 A+ $ 7,350
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). Year Ended December 31, 2017 2016 2015 Written Earned Written Earned Written Earned Premiums from direct business $ 137,091 $ 144,990 $ 152,970 $ 159,884 $ 167,025 $ 169,334 Reinsurance assumed 12,150 11,767 11,338 11,024 10,714 10,283 Reinsurance ceded (12,280) (14,459) (14,962) (15,363) (17,170) (17,535) Net premiums $ 136,961 $ 142,298 $ 149,346 $ 155,545 $ 160,569 $ 162,082
Schedule of effects of reinsurance on incurred losses	The effects of reinsurance on incurred losses are as follows (in thousands). Year Ended December 31, 2017 2016 2015 Losses and LAE incurred $ 138,358 $ 113,494 $ 123,017 Reinsurance recoverables (43,657) (24,251) (23,951) Net loss and LAE incurred $ 94,701 $ 89,243 $ 99,066

Segment and Related Informati71

Segment and Related Information (Tables)	12 Months Ended
	Dec. 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 Year Ended December 31, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 366,581 $ 43,735 $ (915) $ 2,861 $ (10,069) $ 19,555 $ 421,748 Provision for loan losses 14,073 198 — — — — 14,271 Noninterest income 59,904 368,421 632,388 151,382 12,798 (19,829) 1,205,064 Noninterest expense 248,404 347,314 581,899 158,354 33,983 (699) 1,369,255 Income (loss) before income taxes $ 164,008 $ 64,644 $ 49,574 $ (4,111) $ (31,254) $ 425 $ 243,286 Mortgage All Other and Hilltop Year Ended December 31, 2016 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 363,083 $ 31,172 $ (11,589) $ 3,164 $ (7,257) $ 18,958 $ 397,531 Provision for loan losses 40,673 (53) — — — — 40,620 Noninterest income 52,579 385,766 704,126 164,841 2 (20,349) 1,286,965 Noninterest expense 244,715 377,524 614,741 146,601 29,938 (1,048) 1,412,471 Income (loss) before income taxes $ 130,274 $ 39,467 $ 77,796 $ 21,404 $ (37,193) $ (343) $ 231,405 Mortgage All Other and Hilltop Year Ended December 31, 2015 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 369,493 $ 32,971 $ (10,423) $ 3,187 $ (5,109) $ 18,464 $ 408,583 Provision for loan losses 12,795 (80) — — — — 12,715 Noninterest income 62,639 334,495 597,163 171,185 81,289 (19,129) 1,227,642 Noninterest expense 243,926 367,812 539,257 158,720 31,926 (1,625) 1,340,016 Income (loss) before income taxes $ 175,411 $ (266) $ 47,483 $ 15,652 $ 44,254 $ 960 $ 283,494 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated December 31, 2017 Goodwill $ 207,741 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 251,808 Total assets $ 9,558,718 $ 3,394,911 $ 1,937,327 $ 291,639 $ 2,106,978 $ (3,923,787) $ 13,365,786 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)	12 Months Ended
	Dec. 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). Year Ended December 31, 2017 2016 2015 Basic earnings per share: Income attributable to Hilltop $ 132,544 $ 145,894 $ 209,119 Less: income applicable to participating shares — (6) (952) Net earnings available to Hilltop common stockholders $ 132,544 $ 145,888 $ 208,167 Weighted average shares outstanding - basic 97,137 98,404 99,074 Basic earnings per common share $ 1.36 $ 1.48 $ 2.10 Diluted earnings per share: Income attributable to Hilltop $ 132,544 $ 145,894 $ 209,119 Weighted average shares outstanding - basic 97,137 98,404 99,074 Effect of potentially dilutive securities 216 225 888 Weighted average shares outstanding - diluted 97,353 98,629 99,962 Diluted earnings per common share $ 1.36 $ 1.48 $ 2.09

Condensed Financial Statement73

Condensed Financial Statements of Parent (Tables)	12 Months Ended
	Dec. 31, 2017
Condensed Financial Statements of Parent
Schedule of Condensed Statements of Operations and Comprehensive Income (Loss)	Condensed financial statements of Hilltop (parent only) follow (in thousands). Investments in subsidiaries are determined using the equity method of accounting. Condensed Statements of Operations and Comprehensive Income Year Ended December 31, 2017 2016 2015 Dividends from bank and bank holding company subsidiaries $ 53,000 $ 87,826 $ — Dividends from nonbank subsidiaries 41,500 — — Investment income 312 382 445 Interest expense 10,381 7,639 5,554 Bargain purchase gain — — 81,289 Other income 12,798 2 — General and administrative expense 33,983 29,938 31,926 Income before income taxes, equity in undistributed earnings of subsidiaries and preferred stock activity 63,246 50,633 44,254 Income tax benefit (15,577) (10,077) (9,562) Equity in undistributed earnings of subsidiaries 54,321 87,234 158,763 Net income $ 133,144 $ 147,944 $ 212,579 Other comprehensive income (loss), net (879) (2,144) 1,978 Comprehensive income $ 132,265 $ 145,800 $ 214,557
Schedule of Condensed Balance Sheets	December 31, 2017 2016 2015 Assets: Cash and cash equivalents $ 96,764 $ 118,290 $ 55,542 Investment in subsidiaries: Bank and bank holding company subsidiaries 1,340,093 1,304,917 1,271,581 Nonbank subsidiaries 603,631 609,539 545,502 Other assets 66,490 3 32,922 Total assets $ 2,106,978 $ 2,032,749 $ 1,905,547 Liabilities and Stockholders’ Equity: Accounts payable and accrued expenses $ 46,442 $ 13,929 $ 20,419 Notes payable 148,455 148,311 148,174 Stockholders’ equity 1,912,081 1,870,509 1,736,954 Total liabilities and stockholders’ equity $ 2,106,978 $ 2,032,749 $ 1,905,547
Schedule of Condensed Statements of Cash Flows	Year Ended December 31, 2017 2016 2015 Operating Activities: Net income $ 133,144 $ 147,944 $ 212,579 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries (54,321) (87,234) (158,763) Bargain purchase gain — — (81,289) Deferred income taxes 2,511 (2,063) 12,429 Other, net (57,380) 20,812 2,443 Net cash provided by (used in) operating activities 23,954 79,459 (12,601) Investing Activities: Reimbursement from nonbank subsidiaries — 6,000 — Capital contribution to bank and bank holding company subsidiaries (10,000) — — Capital contribution to nonbank subsidiaries — (20,000) — Cash paid for acquisition — — (78,217) Other, net (4,241) (98) (31) Net cash used in investing activities (14,241) (14,098) (78,248) Financing Activities: Proceeds from issuance of common stock — 4,139 — Payments to repurchase common stock (27,388) — (30,028) Proceeds from issuance of notes payable — — 148,078 Dividends paid on common stock (23,140) (5,801) — Dividends paid on preferred stock — — (3,539) Redemption of preferred stock — — (114,068) Other, net 19,289 (951) — Net cash provided by (used in) financing activities (31,239) (2,613) 443 Net change in cash and cash equivalents (21,526) 62,748 (90,406) Cash and cash equivalents, beginning of year 118,290 55,542 145,948 Cash and cash equivalents, end of year $ 96,764 $ 118,290 $ 55,542 Supplemental Schedule of Non-Cash Activities: Common stock issued in acquisition $ — $ — $ 200,626

Selected Quarterly Financial 74

Selected Quarterly Financial Information (Unaudited) (Tables)	12 Months Ended
	Dec. 31, 2017
Selected Quarterly Financial Information (Unaudited)
Schedule of quarterly financial information	Selected quarterly financial information is summarized as follows (in thousands, except per share data). Year Ended December 31, 2017 Fourth Third Second First Full Quarter Quarter Quarter Quarter Year Interest income $ 133,665 $ 128,944 $ 136,306 $ 108,241 $ 507,156 Interest expense 24,973 23,964 20,330 16,141 85,408 Net interest income 108,692 104,980 115,976 92,100 421,748 Provision for loan losses 5,453 1,260 5,853 1,705 14,271 Noninterest income 290,456 298,477 344,692 271,439 1,205,064 Noninterest expense 328,670 353,842 366,251 320,492 1,369,255 Income before income taxes 65,025 48,355 88,564 41,342 243,286 Income tax expense 51,350 18,003 25,754 15,035 110,142 Net income 13,675 30,352 62,810 26,307 133,144 Less: Net income attributable to noncontrolling interest 247 146 334 (127) 600 Income attributable to Hilltop $ 13,428 $ 30,206 $ 62,476 $ 26,434 $ 132,544 Earnings per common share: Basic $ 0.14 $ 0.31 $ 0.64 $ 0.27 $ 1.36 Diluted $ 0.14 $ 0.31 $ 0.63 $ 0.27 $ 1.36 Cash dividends declared per common share $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.24 Year Ended December 31, 2016 Fourth Third Second First Full Quarter Quarter Quarter Quarter Year Interest income $ 118,335 $ $ $ 108,154 $ 455,954 Interest expense 14,211 16,093 13,805 14,314 58,423 Net interest income 104,124 99,170 93,840 397,531 Provision for loan losses 4,347 3,990 28,876 3,407 40,620 Noninterest income 309,127 277,375 Noninterest expense 355,784 325,189 Income before income taxes 53,120 85,505 50,161 42,619 231,405 Income tax expense 17,582 33,017 18,439 14,423 83,461 Net income 35,538 52,488 31,722 28,196 147,944 Less: Net income attributable to noncontrolling interest 217 556 648 629 2,050 Income attributable to Hilltop $ 35,321 $ 51,932 $ 31,074 $ 27,567 $ 145,894 Earnings per common share: Basic $ 0.36 $ 0.53 $ 0.32 $ 0.28 $ 1.48 Diluted $ 0.36 $ 0.53 $ 0.32 $ 0.28 $ 1.48 Cash dividends declared per common share $ 0.06 $ — $ — $ — $ 0.06

Summary of Significant Accoun75

Summary of Significant Accounting and Reporting Policies - Basis of Presentation, Ownership (Details)	12 Months Ended
	Dec. 31, 2017item
Basis of Presentation
Number of primary operating business units	3
PPC
Basis of Presentation
Ownership percentage	100.00%
Securities Holdings
Basis of Presentation
Membership ownership percentage	100.00%
NLC
Basis of Presentation
Ownership percentage	100.00%
PPC | PlainsCapital
Basis of Presentation
Ownership percentage	100.00%
PPC | Plains Capital Equity LLC
Basis of Presentation
Membership ownership percentage	100.00%
PPC | PCC Statutory Trusts
Basis of Presentation
Ownership percentage	100.00%
PlainsCapital | PrimeLending
Basis of Presentation
Ownership percentage	100.00%
PrimeLending | Ventures Management
Basis of Presentation
Membership ownership percentage	100.00%

Summary of Significant Accoun76

Summary of Significant Accounting and Reporting Policies - Basis of Presentation - Loans (Details)	12 Months Ended
	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)
Insurance Premiums Receivable
Valuation allowance for uncollectible amounts	$ 0	$ 0
Deferred Policy Acquisition Costs.
Premium deficiency	$ 0	$ 0
Minimum
Loans Held for Sale
Number of layers of common risk characteristics based on which certain acquired loans aggregated into various loan pools to determine respective fair values | item	2
Minimum | Single Family Residential Loans
Loans Held for Sale
Loans held-for-sale, period reported on balance sheet	30 days
Maximum
Loans Held for Sale
Loans held-for-sale, period reported on balance sheet	30 days
Maximum | Single Family Residential Loans
Loans Held for Sale
Loans held-for-sale, period reported on balance sheet	45 days
Acquired loans
Loans Held for Sale
Carryover of Allowance for Loan and Lease Losses, Loans Acquired	$ 0

Summary of Significant Accoun77

Summary of Significant Accounting and Reporting Policies - Premises and Equipment (Details) - Property, Plant and Equipment	12 Months Ended
	Dec. 31, 2017
Minimum
Premises and Equipment
Estimated useful lives	3 years
Maximum
Premises and Equipment
Estimated useful lives	40 years

Summary of Significant Accoun78

Summary of Significant Accounting and Reporting Policies - Other Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Apr. 09, 2015
FDIC Indemnification Asset
Threshold amount of cumulative net losses over the life of the loss-share agreements which will reduce the FDIC Indemnification Asset	$ 240.4
Advertising
Advertising Expense	4.7	$ 5.3	$ 4.6
Interest Expense
Debt Instrument
Debt issuance costs amortized	$ 0.1	$ 0.1	$ 0.4
Senior Notes due April 2025
Debt Instrument
Interest rate (as a percent)			5.00%
Senior Notes due April 2025 | Private Placement
Debt Instrument
Capitalized debt issuance costs				$ 1.9
Interest rate (as a percent)				5.00%

Acquisition - Consideration Pai

Acquisition - Consideration Paid (Details) $ / shares in Units, $ in Thousands, shares in Millions	Jan. 01, 2015USD ($)$ / sharesshares	Dec. 31, 2015USD ($)
Acquisitions
Bargain purchase gain		$ 81,289
SWS
Acquisitions
Conversion of common stock	0.2496
Cash consideration paid per share | $ / shares	$ 1.94
Fair value acquisition price (in dollars per share) | $ / shares	$ 6.92
Aggregate purchase price, stock issued | shares	10.1
Bargain purchase gain	$ 81,289
Fair value of consideration paid:
Common stock issued	200,626
Cash	78,217
Fair value of Hilltop existing investment in SWS	70,282
Total consideration paid	$ 349,125

Acquisition - Identifiable Asse

Acquisition - Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jan. 01, 2015	Dec. 31, 2015
Fair values of the identifiable assets acquired, and liabilities assumed
Bargain purchase gain		$ (81,289)
SWS
Fair values of the identifiable assets acquired, and liabilities assumed
Cash and due from banks	$ 119,314
Federal funds sold and securities purchased under agreements to resell	44,741
Assets segregated for regulatory purposes	181,610
Securities	707,476
Non-covered loans, net	863,819
Broker-dealer and clearing organization receivables	1,221,793
Other assets	159,906
Total identifiable assets acquired	3,298,659
Deposits	(1,287,509)
Broker-dealer and clearing organization payables	(1,109,978)
Short-term borrowings	(164,240)
Securities sold, not yet purchased, at fair value	(140,409)
Notes payable	(76,643)
Other liabilities	(89,466)
Total liabilities assumed	(2,868,245)
Bargain purchase gain	(81,289)
Net identifiable assets acquired	349,125
Less Hilltop existing investment in SWS	(70,282)
Net identifiable assets acquired	278,843
Tax on bargain purchase gain	0	$ 0
Allocation to intangible assets
Gross Intangible Assets	$ 7,460
Customer Relationships | SWS
Allocation to intangible assets
Estimated Useful Life	14 years
Gross Intangible Assets	$ 7,300
Core Deposits | SWS
Allocation to intangible assets
Estimated Useful Life	4 years
Gross Intangible Assets	$ 160

Acquisition - Acquired Loans at

Acquisition - Acquired Loans at Acquisition Date (Details) $ in Thousands	Jan. 01, 2015USD ($)
Loans excluding PCI Loans | Broker-dealer
Information about the acquired loans at acquisition
Margin loans to customers and correspondents	$ 269,400
SWS
Information about the acquired loans at acquisition
Carryover of Allowance for Loan and Lease Losses, Loans Acquired	0
Total loans	863,819
SWS | Commercial and industrial
Information about the acquired loans at acquisition
Total loans	188,453
SWS | Real estate
Information about the acquired loans at acquisition
Total loans	386,695
SWS | Construction and land development
Information about the acquired loans at acquisition
Total loans	16,099
SWS | Consumer
Information about the acquired loans at acquisition
Total loans	3,216
SWS | Broker-dealer
Information about the acquired loans at acquisition
Total loans	269,356
SWS | Loans excluding PCI Loans
Information about the acquired loans at acquisition
Total loans	790,360
SWS | Loans excluding PCI Loans | Commercial and industrial
Information about the acquired loans at acquisition
Total loans	178,603
SWS | Loans excluding PCI Loans | Real estate
Information about the acquired loans at acquisition
Total loans	324,477
SWS | Loans excluding PCI Loans | Construction and land development
Information about the acquired loans at acquisition
Total loans	14,708
SWS | Loans excluding PCI Loans | Consumer
Information about the acquired loans at acquisition
Total loans	3,216
SWS | Loans excluding PCI Loans | Broker-dealer
Information about the acquired loans at acquisition
Total loans	269,356
SWS | PCI loans
Information about the acquired loans at acquisition
Total loans	73,459
SWS | PCI loans | Commercial and industrial
Information about the acquired loans at acquisition
Total loans	9,850
SWS | PCI loans | Real estate
Information about the acquired loans at acquisition
Total loans	62,218
SWS | PCI loans | Construction and land development
Information about the acquired loans at acquisition
Total loans	$ 1,391

Acquisition - Loans at Acquisit

Acquisition - Loans at Acquisition, Additional Info. and Pro Forma Results (Details) - SWS $ in Thousands	Jan. 01, 2015USD ($)
Acquisitions
Total loans	$ 863,819
PCI loans
Acquisitions
Contractually required principal and interest payments	120,078
Nonaccretable difference	32,040
Cash flows expected to be collected	88,038
Accretable difference	14,579
Total loans	73,459
Loans excluding PCI Loans
Acquisitions
Contractually required principal and interest payments	901,672
Contractual cash flows not expected to be collected	39,721
Total loans	$ 790,360

Fair Value Measurements - FV Op

Fair Value Measurements - FV Option (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair value measurements
Mortgage loans held for sale, fair value	$ 1,580	$ 1,750
Mortgage loans held for sale, unpaid principal balance	$ 1,530	$ 1,710
Maximum
Fair value measurements
Loans Held for Sale Period of Time	30 days

Fair Value Measurements - Recur

Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Financial assets:
Trading securities	$ 730,685	$ 265,534
Available for sale securities	765,560	598,007
Financial liabilities:
Securities sold, not yet purchased, at fair value	232,821	153,889
Recurring
Financial assets:
Trading securities	730,685	265,534
Available for sale securities	765,559	598,007
Loans held for sale	1,581,603	1,748,498
Derivative assets	34,150	57,036
Mortgage servicing asset	54,714	61,968
Financial liabilities:
Securities sold, not yet purchased, at fair value	232,821	153,889
Derivative liabilities	13,197	35,737
Recurring | Level 1
Financial assets:
Trading securities	3,329	9,481
Available for sale securities	21,241	19,840
Financial liabilities:
Securities sold, not yet purchased, at fair value	156,586	60,715
Recurring | Level 2
Financial assets:
Trading securities	727,356	256,053
Available for sale securities	744,318	578,167
Loans held for sale	1,544,631	1,712,697
Derivative assets	34,150	57,036
Financial liabilities:
Securities sold, not yet purchased, at fair value	76,235	93,174
Derivative liabilities	13,197	35,737
Recurring | Level 3
Financial assets:
Loans held for sale	36,972	35,801
Mortgage servicing asset	$ 54,714	$ 61,968

Fair Value Measurements - Roll

Fair Value Measurements - Roll Forward, Level 3 (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	$ 97,769	$ 78,166	$ 45,172
Purchases/Additions	53,292	84,380	85,075
Sales/Reductions	(44,272)	(47,223)	(28,911)
Total gains or losses (realized or unrealized):
Included in Net Income	(15,103)	(17,554)	(23,170)
Asset balance, end of period	91,686	97,769	78,166
Trading securities.
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period		1
Purchases/Additions			7,301
Sales/Reductions			(3,397)
Total gains or losses (realized or unrealized):
Included in Net Income		(1)	(3,903)
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	9,017
Purchases/Additions	36,891	60,999	52,800
Sales/Reductions	(26,773)	(39,637)	(25,514)
Total gains or losses (realized or unrealized):
Included in Net Income	(8,947)	(11,441)	(10,423)
Asset balance, end of period	36,972	35,801	25,880
MSR
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	61,968	52,285	36,155
Purchases/Additions	16,401	23,381	24,974
Sales/Reductions	(17,499)	(7,586)
Total gains or losses (realized or unrealized):
Included in Net Income	(6,156)	(6,112)	(8,844)
Asset balance, end of period	$ 54,714	$ 61,968	$ 52,285

Fair Value Measurements - Level

Fair Value Measurements - Level 3, Inputs, Recurring (Details) - Level 3 - Discounted cash flow	12 Months Ended
	Dec. 31, 2017
MSR | Weighted average
Significant unobservable inputs used in the fair value measurements
Constant prepayment rate (as a percent)	10.93%
Discount rates (as a percent)	11.03%
Recurring | Loans Held for Sale | Weighted average
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	95.00%
Recurring | Loans Held for Sale | Minimum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	90.00%
Recurring | Loans Held for Sale | Maximum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	95.00%

Fair Value Measurements - Chang

Fair Value Measurements - Change in FV (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Transfers Between Level 1 and Level 2
Transfers of assets from level 1 to level 2	$ 0	$ 0	$ 0
Transfers of assets from level 2 to level 1	0	0	0
Transfers of liabilities from level 1 to level 2	0	0	0
Transfers of liabilities from level 2 to level 1	0	0	0
Fair Value Option
Net Gains (Losses)	538,468	606,991	519,103
Other Noninterest Income	163,970	154,264	110,868
Loans Held for Sale
Fair Value Option
Net Gains (Losses)	10,655	(8,275)	(2,970)
Total Changes in Fair Value	10,655	(8,275)	(2,970)
MSR
Fair Value Option
Net Gains (Losses)	(6,156)	(6,112)	(8,844)
Total Changes in Fair Value	$ (6,156)	$ (6,112)	$ (8,844)

Fair Value Measurements - Impai

Fair Value Measurements - Impaired Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Jan. 01, 2015	Sep. 13, 2013	Nov. 30, 2012
SWS
Fair value measurements
Fair value of loans acquired		$ 863,819
SWS | PCI loans
Fair value measurements
Fair value of loans acquired		73,459
Level 3 | PPC | PCI loans
Fair value measurements
Fair value of loans acquired				$ 172,900
Level 3 | PPC | PCI loans | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	64.00%
Weighted average loss severity rate	66.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	42.00%
Level 3 | FNB | PCI loans
Fair value measurements
Fair value of loans acquired			$ 822,800
Level 3 | FNB | PCI loans | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	41.00%
Weighted average loss severity rate	18.00%
Weighted average prepayment speed	7.00%
Weighted average expected loss	7.00%
Level 3 | SWS | PCI loans
Fair value measurements
Fair value of loans acquired		$ 73,500
Level 3 | SWS | PCI loans | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	60.00%
Weighted average loss severity rate	28.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	17.00%

Fair Value Measurements - OREO

Fair Value Measurements - OREO (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Sep. 13, 2013
Fair Value
Non-covered impaired loans	$ 6,212,712				$ 5,789,313				$ 6,212,712	$ 5,789,313
Covered impaired loans	179,400				255,714				179,400	255,714
Covered other real estate owned	36,744				51,642				36,744	51,642	$ 99,090	$ 136,945
Total Gains (Losses) of impaired loans	(5,453)	$ (1,260)	$ (5,853)	$ (1,705)	(4,347)	$ (3,990)	$ (28,876)	$ (3,407)	(14,271)	(40,620)	(12,715)
Covered
Fair Value
Covered impaired loans	179,400				255,714				179,400	255,714
Total Gains (Losses) of impaired loans									(2,865)	1,121	(542)
Noncovered
Fair Value
Non-covered impaired loans	6,212,712				5,789,313				6,212,712	5,789,313
Total Gains (Losses) of impaired loans									(11,406)	(41,741)	(12,173)
Estimate of Fair Value
Fair Value
Non-covered impaired loans	6,406,757				5,962,052				6,406,757	5,962,052
Covered impaired loans	269,386				367,444				269,386	367,444
Level 2 | Estimate of Fair Value
Fair Value
Non-covered impaired loans	577,889				502,077				577,889	502,077
Level 2 | Estimate of Fair Value | Covered
Fair Value
Covered other real estate owned	36,700				51,600				36,700	51,600
Level 2 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered other real estate owned	3,900				4,500				3,900	4,500
Level 3 | Estimate of Fair Value
Fair Value
Non-covered impaired loans	5,828,868				5,459,975				5,828,868	5,459,975
Covered impaired loans	269,386				$ 367,444				269,386	367,444
Nonrecurring | Estimate of Fair Value | Covered
Fair Value
Covered impaired loans	83,849								83,849
Covered other real estate owned	10,187								10,187
Total Gains (Losses) of impaired loans									(2,353)	1,156	3,034
Total Gains (Losses) of other real estate owned									(3,732)	(18,481)	(16,555)
Nonrecurring | Estimate of Fair Value | Noncovered
Fair Value
Non-covered impaired loans	29,063								29,063
Non-covered other real estate owned	3,883								3,883
Total Gains (Losses) of impaired loans									(49)	2,487	(126)
Total Gains (Losses) of other real estate owned									(704)	$ (555)	$ (28)
Nonrecurring | Level 2 | FNB | Covered | PlainsCapital
Fair value measurements
Acquired OREO													$ 135,200
Nonrecurring | Level 2 | Estimate of Fair Value | Covered
Fair Value
Covered other real estate owned	10,187								10,187
Nonrecurring | Level 2 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered other real estate owned	3,883								3,883
Nonrecurring | Level 3 | Estimate of Fair Value | Covered
Fair Value
Covered impaired loans	83,849								83,849
Nonrecurring | Level 3 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered impaired loans	$ 29,063								$ 29,063

Fair Value Measurements - Estim

Fair Value Measurements - Estimated Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Financial assets:
Held to maturity securities	$ 349,939	$ 345,088
Non-covered loans, net	6,212,712	5,789,313
Covered loans, net	179,400	255,714
Broker-dealer and clearing organization receivables	1,464,378	1,497,741
FDIC indemnification asset	29,340	71,313	$ 91,648	$ 130,437
Financial liabilities:
Broker-dealer and clearing organization payables	1,287,563	1,347,128
Carrying Amount
Financial assets:
Cash and cash equivalents	487,382	690,764
Securities purchased under agreements to resell	186,537	89,430
Assets segregated for regulatory purposes	186,578	180,993
Held to maturity securities	355,849	351,831
Loans held for sale	133,754	46,965
Non-covered loans, net	6,212,712	5,789,313
Covered loans, net	179,400	255,714
Broker-dealer and clearing organization receivables	1,464,378	1,497,741
FDIC indemnification asset	29,340	71,313
Other assets	64,862	62,904
Financial liabilities:
Deposits	7,978,119	7,063,811
Broker-dealer and clearing organization payables	1,287,563	1,347,128
Short-term borrowings	1,206,424	1,417,289
Debt	275,821	384,924
Other liabilities	4,795	3,708
Estimate of Fair Value
Financial assets:
Cash and cash equivalents	487,382	690,764
Securities purchased under agreements to resell	186,537	89,430
Assets segregated for regulatory purposes	186,578	180,993
Held to maturity securities	349,939	345,088
Loans held for sale	133,754	46,965
Non-covered loans, net	6,406,757	5,962,052
Covered loans, net	269,386	367,444
Broker-dealer and clearing organization receivables	1,464,378	1,497,741
FDIC indemnification asset	20,122	60,173
Other assets	64,862	62,904
Financial liabilities:
Deposits	7,973,101	7,058,837
Broker-dealer and clearing organization payables	1,287,563	1,347,128
Short-term borrowings	1,206,424	1,417,289
Debt	289,719	378,822
Other liabilities	4,795	3,708
Estimate of Fair Value | Level 1
Financial assets:
Cash and cash equivalents	487,382	690,764
Assets segregated for regulatory purposes	186,578	180,993
Estimate of Fair Value | Level 2
Financial assets:
Securities purchased under agreements to resell	186,537	89,430
Held to maturity securities	349,939	345,088
Loans held for sale	133,754	46,965
Non-covered loans, net	577,889	502,077
Broker-dealer and clearing organization receivables	1,464,378	1,497,741
Other assets	59,053	58,697
Financial liabilities:
Deposits	7,973,101	7,058,837
Broker-dealer and clearing organization payables	1,287,563	1,347,128
Short-term borrowings	1,206,424	1,417,289
Debt	289,719	378,822
Other liabilities	4,795	3,708
Estimate of Fair Value | Level 3
Financial assets:
Non-covered loans, net	5,828,868	5,459,975
Covered loans, net	269,386	367,444
FDIC indemnification asset	20,122	60,173
Other assets	$ 5,809	$ 4,207

Securities - Trading Securities

Securities - Trading Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Schedule of fair value of trading securities
Trading Securities	$ 730,685	$ 265,534
Investment-related Liabilities
Securities sold, not yet purchased, at fair value	232,821	153,889
US Treasury Securities
Schedule of fair value of trading securities
Trading Securities		5,940
Bonds
Schedule of fair value of trading securities
Trading Securities	52,078	36,303
Residential mortgage-backed Securities
Schedule of fair value of trading securities
Trading Securities	372,817	2,539
Commercial mortgage-backed securities
Schedule of fair value of trading securities
Trading Securities	6,125	15,171
Collateralized mortgage obligations
Schedule of fair value of trading securities
Trading Securities	5,122	5,607
Corporate securities
Schedule of fair value of trading securities
Trading Securities	96,182	60,699
States and political subdivisions
Schedule of fair value of trading securities
Trading Securities	170,413	89,946
Unit investment trusts
Schedule of fair value of trading securities
Trading Securities	22,612	41,409
Private-label securitized product
Schedule of fair value of trading securities
Trading Securities	1,631	4,292
Other
Schedule of fair value of trading securities
Trading Securities	$ 3,705	$ 3,628

Securities - AFS and HTM, Amort

Securities - AFS and HTM, Amortized Cost and FV (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Available for sale
Amortized Cost	$ 767,946	$ 598,198
Gross Unrealized Gains	6,269	6,895
Gross Unrealized Losses	(8,655)	(7,086)
Fair Value	765,560	598,007
Held to maturity
Amortized cost	355,849	351,831
Unrealized Gains	741	313
Unrealized Losses	(6,651)	(7,056)
Held to maturity, fair value	349,939	345,088
US Treasury Securities
Available for sale
Amortized Cost	24,665	31,701
Gross Unrealized Gains	107	144
Gross Unrealized Losses	(103)	(44)
Fair Value	24,669	31,801
Bonds
Available for sale
Amortized Cost	96,177	121,838
Gross Unrealized Gains	829	881
Gross Unrealized Losses	(366)	(67)
Fair Value	96,640	122,652
Held to maturity
Amortized cost	39,015	40,513
Unrealized Losses	(1,188)	(1,287)
Held to maturity, fair value	37,827	39,226
Residential mortgage-backed Securities
Available for sale
Amortized Cost	246,707	135,371
Gross Unrealized Gains	538	708
Gross Unrealized Losses	(3,740)	(2,941)
Fair Value	243,505	133,138
Held to maturity
Amortized cost	16,130	19,606
Unrealized Gains	44	13
Unrealized Losses		(6)
Held to maturity, fair value	16,174	19,613
Commercial mortgage-backed securities
Available for sale
Amortized Cost	11,966	8,771
Gross Unrealized Gains	105	2
Gross Unrealized Losses	(48)	(58)
Fair Value	12,023	8,715
Held to maturity
Amortized cost	71,373	31,767
Unrealized Gains	241	102
Unrealized Losses	(735)	(593)
Held to maturity, fair value	70,879	31,276
Collateralized mortgage obligations
Available for sale
Amortized Cost	237,848	117,879
Gross Unrealized Gains	106	29
Gross Unrealized Losses	(4,142)	(3,206)
Fair Value	233,812	114,702
Held to maturity
Amortized cost	173,928	217,954
Unrealized Gains	19	128
Unrealized Losses	(3,969)	(3,372)
Held to maturity, fair value	169,978	214,710
Corporate securities
Available for sale
Amortized Cost	66,868	76,866
Gross Unrealized Gains	1,819	2,354
Gross Unrealized Losses	(25)	(91)
Fair Value	68,662	79,129
States and political subdivisions
Available for sale
Amortized Cost	64,024	86,353
Gross Unrealized Gains	1,099	1,498
Gross Unrealized Losses	(115)	(336)
Fair Value	65,008	87,515
Held to maturity
Amortized cost	55,403	41,991
Unrealized Gains	437	70
Unrealized Losses	(759)	(1,798)
Held to maturity, fair value	55,081	40,263
Commercial mortgage-backed securities.
Available for sale
Amortized Cost		499
Gross Unrealized Gains		16
Fair Value		515
Equity securities
Available for sale
Amortized Cost	19,691	18,920
Gross Unrealized Gains	1,666	1,263
Gross Unrealized Losses	(116)	(343)
Fair Value	$ 21,241	$ 19,840

Securities - AFS in an Unrealiz

Securities - AFS in an Unrealized Loss Position (Details) $ in Thousands	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	59	68
Unrealized loss for twelve months or longer | item	39	11
Total | item	98	79
Fair Value
Unrealized loss for less than twelve months	$ 329,825	$ 267,719
Unrealized loss for twelve months or longer	187,676	30,877
Estimated Fair Value, Total	517,501	298,596
Unrealized Loss
Unrealized loss for less than twelve months	2,258	5,863
Unrealized loss for twelve months or longer	6,397	1,223
Total	$ 8,655	$ 7,086
US Treasury Securities
Number of Securities
Unrealized loss for less than twelve months | item	6	7
Unrealized loss for twelve months or longer | item	1
Total | item	7	7
Fair Value
Unrealized loss for less than twelve months	$ 15,449	$ 21,694
Unrealized loss for twelve months or longer	4,150
Estimated Fair Value, Total	19,599	21,694
Unrealized Loss
Unrealized loss for less than twelve months	69	44
Unrealized loss for twelve months or longer	34
Total	$ 103	$ 44
Bonds
Number of Securities
Unrealized loss for less than twelve months | item	10	1
Total | item	10	1
Fair Value
Unrealized loss for less than twelve months	$ 83,476	$ 14,908
Estimated Fair Value, Total	83,476	14,908
Unrealized Loss
Unrealized loss for less than twelve months	367	67
Total	$ 367	$ 67
Residential mortgage-backed Securities
Number of Securities
Unrealized loss for less than twelve months | item	15	12
Unrealized loss for twelve months or longer | item	11
Total | item	26	12
Fair Value
Unrealized loss for less than twelve months	$ 121,968	$ 109,398
Unrealized loss for twelve months or longer	93,358
Estimated Fair Value, Total	215,326	109,398
Unrealized Loss
Unrealized loss for less than twelve months	820	2,941
Unrealized loss for twelve months or longer	2,920
Total	$ 3,740	$ 2,941
Commercial 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	$ 5,048	$ 7,127
Estimated Fair Value, Total	5,048	7,127
Unrealized Loss
Unrealized loss for less than twelve months	48	58
Total	$ 48	$ 58
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	16	11
Unrealized loss for twelve months or longer | item	17	8
Total | item	33	19
Fair Value
Unrealized loss for less than twelve months	$ 90,886	$ 91,144
Unrealized loss for twelve months or longer	80,492	19,320
Estimated Fair Value, Total	171,378	110,464
Unrealized Loss
Unrealized loss for less than twelve months	819	2,340
Unrealized loss for twelve months or longer	3,323	866
Total	$ 4,142	$ 3,206
Corporate securities
Number of Securities
Unrealized loss for less than twelve months | item	1	3
Total | item	1	3
Fair Value
Unrealized loss for less than twelve months	$ 5,073	$ 5,899
Estimated Fair Value, Total	5,073	5,899
Unrealized Loss
Unrealized loss for less than twelve months	25	91
Total	$ 25	$ 91
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	9	32
Unrealized loss for twelve months or longer | item	9	1
Total | item	18	33
Fair Value
Unrealized loss for less than twelve months	$ 6,981	$ 17,549
Unrealized loss for twelve months or longer	2,876	450
Estimated Fair Value, Total	9,857	17,999
Unrealized Loss
Unrealized loss for less than twelve months	97	322
Unrealized loss for twelve months or longer	18	14
Total	$ 115	$ 336
Equity securities
Number of Securities
Unrealized loss for less than twelve months | item	1
Unrealized loss for twelve months or longer | item	1	2
Total | item	2	2
Fair Value
Unrealized loss for less than twelve months	$ 944
Unrealized loss for twelve months or longer	6,800	$ 11,107
Estimated Fair Value, Total	7,744	11,107
Unrealized Loss
Unrealized loss for less than twelve months	13
Unrealized loss for twelve months or longer	102	343
Total	$ 115	$ 343

Securities - HTM in an Unrealiz

Securities - HTM in an Unrealized Loss Position (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	40	101
Unrealized loss for twelve months or longer | item	63	2
Total | item	103	103
Fair Value
Unrealized loss for less than twelve months	$ 93,489	$ 282,825
Unrealized loss for twelve months or longer	191,404	1,863
Total	284,893	284,688
Unrealized Losses
Unrealized loss for less than twelve months	656	7,043
Unrealized loss for twelve months or longer	5,995	13
Total	$ 6,651	$ 7,056
Bonds
Number of Securities
Unrealized loss for less than twelve months | item	1	4
Unrealized loss for twelve months or longer | item	3
Total | item	4	4
Fair Value
Unrealized loss for less than twelve months	$ 5,950	$ 33,225
Unrealized loss for twelve months or longer	31,877
Total	37,827	33,225
Unrealized Losses
Unrealized loss for less than twelve months	50	1,287
Unrealized loss for twelve months or longer	1,138
Total	$ 1,188	$ 1,287
Residential mortgage-backed Securities
Number of Securities
Unrealized loss for less than twelve months | item		2
Total | item		2
Fair Value
Unrealized loss for less than twelve months		$ 13,178
Total		13,178
Unrealized Losses
Unrealized loss for less than twelve months		6
Total		$ 6
Commercial mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months | item	7	5
Unrealized loss for twelve months or longer | item	2	1
Total | item	9	6
Fair Value
Unrealized loss for less than twelve months	$ 39,396	$ 18,891
Unrealized loss for twelve months or longer	12,659	1,401
Total	52,055	20,292
Unrealized Losses
Unrealized loss for less than twelve months	271	588
Unrealized loss for twelve months or longer	464	5
Total	$ 735	$ 593
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	10	19
Unrealized loss for twelve months or longer | item	12
Total | item	22	19
Fair Value
Unrealized loss for less than twelve months	$ 37,064	$ 187,669
Unrealized loss for twelve months or longer	128,270
Total	165,334	187,669
Unrealized Losses
Unrealized loss for less than twelve months	264	3,372
Unrealized loss for twelve months or longer	3,705
Total	$ 3,969	$ 3,372
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	22	71
Unrealized loss for twelve months or longer | item	46	1
Total | item	68	72
Fair Value
Unrealized loss for less than twelve months	$ 11,079	$ 29,862
Unrealized loss for twelve months or longer	18,598	462
Total	29,677	30,324
Unrealized Losses
Unrealized loss for less than twelve months	71	1,790
Unrealized loss for twelve months or longer	688	8
Total	$ 759	$ 1,798

Securities - AFS Contractual Ma

Securities - AFS Contractual Maturities (Details) $ in Thousands	Dec. 31, 2017USD ($)
AFS, Amortized Cost, Rolling Maturity
Due in one year or less	$ 101,815
Due after one year through five years	95,284
Due after five years through ten years	30,893
Due after ten years	23,742
Total	251,734
Total amortized cost	748,255
AFS, Fair Value, Rolling Maturity
Due in one year or less	101,922
Due after one year through five years	96,442
Due after five years through ten years	32,064
Due after ten years	24,551
Total	254,979
Fair Value	744,319
Residential mortgage-backed Securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	246,707
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	243,505
Collateralized mortgage obligations
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	237,848
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	233,812
Commercial mortgage-backed Securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	11,966
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 12,023

Securities - HTM Contractual Ma

Securities - HTM Contractual Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
HTM, Amortized Cost, Rolling Maturities
Due in one year or less	$ 3,245
Due after one year through five years	2,847
Due after five years through ten years	27,051
Due after ten years	61,275
Total	94,418
Amortized cost	355,849	$ 351,831
HTM, Fair Value, Rolling Maturities
Due in one year or less	3,242
Due after one year through five years	2,843
Due after five years through ten years	26,289
Due after ten years	60,534
Total	92,908
Fair Value	349,939	345,088
Residential mortgage-backed Securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	16,130
Amortized cost	16,130	19,606
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	16,174
Fair Value	16,174	19,613
Collateralized mortgage obligations
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	173,928
Amortized cost	173,928	217,954
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	169,978
Fair Value	169,978	$ 214,710
Commercial mortgage-backed Securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	71,373
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 70,879

Securities - Additional Informa

Securities - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Realized net gains from trading securities portfolio	$ 20,200	$ 15,900	$ 12,800
Realized net gains from other securities	16	0	4,400
Carrying amount of securities pledged	738,500	695,100
Fair value of securities pledged	730,100	688,100
Hilltop Broker-Dealers
Realized net gains from trading securities portfolio	62,800	109,800	$ 300
NLC
Deposit with various state insurance departments	$ 9,300	$ 9,200

Non-Covered Loans and Allowan98

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Loans
Total loans	$ 6,273,669	$ 5,843,499
Allowance for loan losses	(60,957)	(54,186)
Non-covered loans, net	6,212,712	5,789,313
Noncovered
Loans
Total loans	6,273,669	5,843,499
Allowance for loan losses	(60,957)	(54,186)	$ (45,415)	$ (37,041)
Non-covered loans, net	6,212,712	5,789,313
Noncovered | Commercial and industrial
Loans
Total loans	1,681,205	1,696,453
Allowance for loan losses	(23,674)	(21,369)	(19,845)	(18,833)
Noncovered | Real estate
Loans
Total loans	3,011,524	2,816,767
Allowance for loan losses	(28,775)	(25,236)	(18,983)	(11,131)
Noncovered | Construction and land development
Loans
Total loans	962,605	786,850
Allowance for loan losses	(7,844)	(7,002)	(6,064)	(6,450)
Noncovered | Consumer
Loans
Total loans	40,446	41,352
Allowance for loan losses	(311)	(424)	(314)	(461)
Noncovered | Broker-dealer
Loans
Total loans	577,889	502,077
Allowance for loan losses	$ (353)	$ (155)	$ (209)	$ (166)

Non-Covered Loans and Allowan99

Non-Covered Loans and Allowance for Non-Covered Loan Losses - PCI Loans (Details) - PCI loans - Noncovered - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Carrying values and the outstanding contractual balances of the PCI loans
Carrying amount	$ 37,204	$ 51,432
Outstanding balance	51,064	67,988
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	13,116	17,744	$ 12,814
Additions			14,579
Reclassifications from nonaccretable difference, net	3,836	6,168	19,759
Disposals of loans	(664)		(2,371)
Accretion	(9,275)	(10,796)	(27,037)
Balance, end of period	7,013	13,116	$ 17,744
Nonaccretable difference	$ 19,200	$ 22,800

Non-Covered Loans and Allowa100

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Impaired Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Impaired loans
Days outstanding loans and leases receivable are generally considered past due	90 days
Noncovered
Non-covered impaired loans
Unpaid Contractual Principal balance	$ 113,685	$ 105,715
Recorded Investment with No Allowance	45,031	39,034
Recorded Investment with Allowance	26,633	30,123
Total Recorded Investment	71,664	69,157
Related Allowance	3,428	3,379
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	70,413	77,718	$ 75,045
Non-accrual loans
Non-accrual loans	37,779	22,745
Interest income recorded on accruing impaired loans	500	200	8,900
Noncovered | Secured
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	18,418	19,730	25,991
Non-accrual loans
Non-accrual loans	20,262	8,590
Noncovered | Unsecured
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	771	486	104
Non-accrual loans
Non-accrual loans	616	925
Noncovered | Secured by Commercial Properties
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	36,403	40,014	32,149
Non-accrual loans
Non-accrual loans	14,620	11,034
Noncovered | Secured by Residential Properties
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	11,324	12,085	7,769
Non-accrual loans
Non-accrual loans	1,614	1,197
Non-accrual loans held for sale	2,700	1,700
Noncovered | Residential Construction Loans
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	14	125	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	3,122	4,619	7,462
Non-accrual loans
Non-accrual loans	611	727
Noncovered | Consumer
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	361	659	$ 1,459
Non-accrual loans
Non-accrual loans	56	244
Noncovered | PCI loans
Non-covered impaired loans
Unpaid Contractual Principal balance	71,328	85,968
Recorded Investment with No Allowance	16,940	23,360
Recorded Investment with Allowance	20,264	28,072
Total Recorded Investment	37,204	51,432
Related Allowance	2,038	3,097
Non-accrual loans
Non-accrual loans	3,300	5,000
Noncovered | PCI loans | Secured
Non-covered impaired loans
Unpaid Contractual Principal balance	19,752	25,354
Recorded Investment with No Allowance	3,610	3,234
Recorded Investment with Allowance	2,489	5,438
Total Recorded Investment	6,099	8,672
Related Allowance	89	557
Noncovered | PCI loans | Secured by Commercial Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	34,598	38,005
Recorded Investment with No Allowance	7,583	11,097
Recorded Investment with Allowance	12,092	17,413
Total Recorded Investment	19,675	28,510
Related Allowance	1,391	1,907
Noncovered | PCI loans | Secured by Residential Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	12,600	13,606
Recorded Investment with No Allowance	5,307	7,401
Recorded Investment with Allowance	4,558	3,088
Total Recorded Investment	9,865	10,489
Related Allowance	325	200
Noncovered | PCI loans | Commercial construction loans and land development
Non-covered impaired loans
Unpaid Contractual Principal balance	2,001	5,780
Recorded Investment with No Allowance	428	1,391
Recorded Investment with Allowance	1,010	2,076
Total Recorded Investment	1,438	3,467
Related Allowance	215	377
Noncovered | PCI loans | Consumer
Non-covered impaired loans
Unpaid Contractual Principal balance	2,377	3,223
Recorded Investment with No Allowance	12	237
Recorded Investment with Allowance	115	57
Total Recorded Investment	127	294
Related Allowance	18	56
Noncovered | Loans excluding PCI Loans
Non-covered impaired loans
Unpaid Contractual Principal balance	42,357	19,747
Recorded Investment with No Allowance	28,091	15,674
Recorded Investment with Allowance	6,369	2,051
Total Recorded Investment	34,460	17,725
Related Allowance	1,390	282
Noncovered | Loans excluding PCI Loans | Secured
Non-covered impaired loans
Unpaid Contractual Principal balance	23,666	6,311
Recorded Investment with No Allowance	15,308	3,313
Recorded Investment with Allowance	2,072	1,372
Total Recorded Investment	17,380	4,685
Related Allowance	365	115
Noncovered | Loans excluding PCI Loans | Unsecured
Non-covered impaired loans
Unpaid Contractual Principal balance	761	946
Recorded Investment with No Allowance	616	925
Total Recorded Investment	616	925
Noncovered | Loans excluding PCI Loans | Secured by Commercial Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	15,504	10,134
Recorded Investment with No Allowance	10,934	10,000
Recorded Investment with Allowance	3,686
Total Recorded Investment	14,620	10,000
Related Allowance	932
Noncovered | Loans excluding PCI Loans | Secured by Residential Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	1,596	1,344
Recorded Investment with No Allowance	1,177	1,116
Total Recorded Investment	1,177	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	653	738
Recorded Investment with No Allowance		48
Recorded Investment with Allowance	611	679
Total Recorded Investment	611	727
Related Allowance	93	167
Noncovered | Loans excluding PCI Loans | Consumer
Non-covered impaired loans
Unpaid Contractual Principal balance	162	246
Recorded Investment with No Allowance	56	244
Total Recorded Investment	$ 56	$ 244

Non-Covered Loans and Allowa101

Non-Covered Loans and Allowance for Non-Covered Loan Losses - TDRs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)loan	Dec. 31, 2016USD ($)loan	Dec. 31, 2015USD ($)loan
AB Note | Minimum | PlainsCapital
TDRs, Non-covered loans
Number of loans into which a single loan may be reconfigured | loan	2
Noncovered | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | loan	4	1	3
TDR at extension	$ 6,787	$ 1,196	$ 1,248
TDR modification, end of period	$ 6,426	$ 944	$ 1,122
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | loan	2	1
TDR modifications, in which a payment was at least 30 days past due	$ 2,136	$ 1,196
TDR with payment at least 30 days past due	$ 1,963	$ 944
Noncovered | Secured | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | loan	1	1	1
TDR at extension	$ 1,357	$ 1,196	$ 89
TDR modification, end of period	$ 1,186	$ 944	$ 82
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | loan		1
TDR modifications, in which a payment was at least 30 days past due		$ 1,196
TDR with payment at least 30 days past due		$ 944
Noncovered | Secured by Commercial Properties | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | loan	2		1
TDR at extension	$ 4,775		$ 1,083
TDR modification, end of period	$ 4,629		$ 1,040
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | loan	1
TDR modifications, in which a payment was at least 30 days past due	$ 1,481
TDR with payment at least 30 days past due	$ 1,352
Noncovered | Commercial construction loans and land development | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | loan	1		1
TDR at extension	$ 655		$ 76
TDR modification, end of period	$ 611
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | loan	1
TDR modifications, in which a payment was at least 30 days past due	$ 655
TDR with payment at least 30 days past due	$ 611

Non-Covered Loans and Allowa102

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Aging (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	$ 6,273,669	$ 5,843,499
Noncovered
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	16,563	30,969
Current Loans	6,219,902	5,761,098
Total loans	6,273,669	5,843,499
Accruing Loans Past Due 90 Days or More	640	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	6,513	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	1,723	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	8,327	9,588
Noncovered | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	37,204	51,432
Noncovered | Secured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	8,086	12,201
Current Loans	1,544,131	1,576,239
Total loans	1,558,316	1,597,112
Accruing Loans Past Due 90 Days or More	640	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	2,060	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	312	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	5,714	6,770
Noncovered | Secured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	6,099	8,672
Noncovered | Unsecured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	642	1,506
Current Loans	122,247	97,835
Total loans	122,889	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	642	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	2,637	11,459
Current Loans	2,213,331	1,915,126
Total loans	2,235,643	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	442	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		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	2,195	1,492
Noncovered | Secured by Commercial Properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	19,675	28,510
Noncovered | Secured by Residential Properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	3,198	1,236
Current Loans	762,818	849,947
Total loans	775,881	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	1,490	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	1,290	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	418	369
Noncovered | Secured by Residential Properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	9,865	10,489
Noncovered | Residential Construction Loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	315	28
Current Loans	176,937	128,624
Total loans	177,252	128,652
Noncovered | Residential Construction Loans | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	315
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	1,471	4,332
Current Loans	782,444	650,399
Total loans	785,353	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	1,370	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	101	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		48
Noncovered | Commercial construction loans and land development | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	1,438	3,467
Noncovered | Consumer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	214	207
Current Loans	40,105	40,851
Total loans	40,446	41,352
Noncovered | Consumer | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	194	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	20	31
Noncovered | Consumer | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	127	294
Noncovered | Broker-dealer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Current Loans	577,889	502,077
Total loans	577,889	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	84,500	44,400
Unpaid principal balance loans past due 90 days or more	$ 85,200	$ 44,900

Non-Covered Loans and Allowa103

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Internal Risk Grades (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Internal risk grades of non-covered loans
Total loans	$ 6,273,669	$ 5,843,499
Noncovered
Internal risk grades of non-covered loans
Total loans	6,273,669	5,843,499
Noncovered | Pass
Internal risk grades of non-covered loans
Total loans	6,092,219	5,689,490
Noncovered | Special Mention
Internal risk grades of non-covered loans
Total loans	27,260	3,771
Noncovered | Substandard
Internal risk grades of non-covered loans
Total loans	116,986	98,806
Noncovered | Secured
Internal risk grades of non-covered loans
Total loans	1,558,316	1,597,112
Noncovered | Secured | Pass
Internal risk grades of non-covered loans
Total loans	1,483,502	1,531,895
Noncovered | Secured | Special Mention
Internal risk grades of non-covered loans
Total loans	17,354	72
Noncovered | Secured | Substandard
Internal risk grades of non-covered loans
Total loans	51,361	56,473
Noncovered | Unsecured
Internal risk grades of non-covered loans
Total loans	122,889	99,341
Noncovered | Unsecured | Pass
Internal risk grades of non-covered loans
Total loans	121,774	97,646
Noncovered | Unsecured | Substandard
Internal risk grades of non-covered loans
Total loans	1,115	1,695
Noncovered | Secured by Commercial Properties
Internal risk grades of non-covered loans
Total loans	2,235,643	1,955,095
Noncovered | Secured by Commercial Properties | Pass
Internal risk grades of non-covered loans
Total loans	2,154,595	1,888,231
Noncovered | Secured by Commercial Properties | Special Mention
Internal risk grades of non-covered loans
Total loans	7,647	3,693
Noncovered | Secured by Commercial Properties | Substandard
Internal risk grades of non-covered loans
Total loans	53,726	34,661
Noncovered | Secured by Residential Properties
Internal risk grades of non-covered loans
Total loans	775,881	861,672
Noncovered | Secured by Residential Properties | Pass
Internal risk grades of non-covered loans
Total loans	756,091	846,420
Noncovered | Secured by Residential Properties | Substandard
Internal risk grades of non-covered loans
Total loans	9,925	4,763
Noncovered | Residential Construction Loans
Internal risk grades of non-covered loans
Total loans	177,252	128,652
Noncovered | Residential Construction Loans | Pass
Internal risk grades of non-covered loans
Total loans	177,252	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	785,353	658,198
Noncovered | Commercial construction loans and land development | Pass
Internal risk grades of non-covered loans
Total loans	780,905	653,808
Noncovered | Commercial construction loans and land development | Special Mention
Internal risk grades of non-covered loans
Total loans	2,259
Noncovered | Commercial construction loans and land development | Substandard
Internal risk grades of non-covered loans
Total loans	751	923
Noncovered | Consumer
Internal risk grades of non-covered loans
Total loans	40,446	41,352
Noncovered | Consumer | Pass
Internal risk grades of non-covered loans
Total loans	40,211	40,789
Noncovered | Consumer | Special Mention
Internal risk grades of non-covered loans
Total loans		6
Noncovered | Consumer | Substandard
Internal risk grades of non-covered loans
Total loans	108	263
Noncovered | Broker-dealer
Internal risk grades of non-covered loans
Total loans	577,889	502,077
Noncovered | Broker-dealer | Pass
Internal risk grades of non-covered loans
Total loans	577,889	502,077
Noncovered | PCI loans
Internal risk grades of non-covered loans
Total loans	37,204	51,432
Noncovered | PCI loans | Secured
Internal risk grades of non-covered loans
Total loans	6,099	8,672
Noncovered | PCI loans | Secured by Commercial Properties
Internal risk grades of non-covered loans
Total loans	19,675	28,510
Noncovered | PCI loans | Secured by Residential Properties
Internal risk grades of non-covered loans
Total loans	9,865	10,489
Noncovered | PCI loans | Commercial construction loans and land development
Internal risk grades of non-covered loans
Total loans	1,438	3,467
Noncovered | PCI loans | Consumer
Internal risk grades of non-covered loans
Total loans	$ 127	$ 294

Non-Covered Loans and Allowa104

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Changes in the allowance for loan losses
Balance, beginning of period				$ 54,186					$ 54,186
Provision charged to (recapture from) operations	$ 5,453	$ 1,260	$ 5,853	1,705	$ 4,347	$ 3,990	$ 28,876	$ 3,407	14,271	$ 40,620	$ 12,715
Balance, end of period	60,957				54,186				60,957	54,186
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												$ 6,273,669	$ 5,843,499
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	60,957			54,186	54,186				$ 54,186	54,186		60,957	54,186
Originated Financing Receivable
Allowance for loan losses
Rolling period considered for average net loss rate to calculate historical loss factors									3 years
Originated Financing Receivable | Minimum
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment												500
Noncovered
Allowance for loan losses
Charge-off of single loan, currently in default							$ 24,500
Other noninterest income coverage provided by an insurance policy for forgery			$ 15,000
Changes in the allowance for loan losses
Balance, beginning of period				54,186				45,415	$ 54,186	45,415	37,041
Provision charged to (recapture from) operations									11,406	41,741	12,173
Loans charged off									(6,779)	(35,419)	(8,127)
Recoveries on charged off loans									2,144	2,449	4,328
Balance, end of period	60,957				54,186				60,957	54,186	45,415
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment												31,212	15,144
Loans collectively evaluated for impairment												6,205,253	5,776,923
Total loans												6,273,669	5,843,499
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance												1,390	282
Loans collectively evaluated for impairment, allowance												57,529	50,807
Total loans, allowance	60,957			54,186	54,186			45,415	54,186	45,415	37,041	60,957	54,186
Noncovered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period				21,369				19,845	21,369	19,845	18,833
Provision charged to (recapture from) operations									6,725	33,369	4,598
Loans charged off									(6,253)	(33,776)	(7,144)
Recoveries on charged off loans									1,833	1,931	3,558
Balance, end of period	23,674				21,369				23,674	21,369	19,845
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment												16,819	4,508
Loans collectively evaluated for impairment												1,658,287	1,683,273
Total loans												1,681,205	1,696,453
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance												365	115
Loans collectively evaluated for impairment, allowance												23,220	20,697
Total loans, allowance	23,674			21,369	21,369			19,845	21,369	19,845	18,833	23,674	21,369
Noncovered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period				25,236				18,983	25,236	18,983	11,131
Provision charged to (recapture from) operations									3,619	7,297	7,937
Loans charged off									(305)	(1,439)	(605)
Recoveries on charged off loans									225	395	520
Balance, end of period	28,775				25,236				28,775	25,236	18,983
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment												13,782	9,704
Loans collectively evaluated for impairment												2,968,202	2,768,064
Total loans												3,011,524	2,816,767
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance												932
Loans collectively evaluated for impairment, allowance												26,127	23,129
Total loans, allowance	28,775			25,236	25,236			18,983	25,236	18,983	11,131	28,775	25,236
Noncovered | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period				7,002				6,064	7,002	6,064	6,450
Provision charged to (recapture from) operations									848	938	(386)
Loans charged off									(13)
Recoveries on charged off loans									7
Balance, end of period	7,844				7,002				7,844	7,002	6,064
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment												611	727
Loans collectively evaluated for impairment												960,556	782,656
Total loans												962,605	786,850
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance												93	167
Loans collectively evaluated for impairment, allowance												7,536	6,458
Total loans, allowance	7,844			7,002	7,002			6,064	7,002	6,064	6,450	7,844	7,002
Noncovered | Consumer
Changes in the allowance for loan losses
Balance, beginning of period				424				314	424	314	461
Provision charged to (recapture from) operations									16	190	104
Loans charged off									(208)	(203)	(378)
Recoveries on charged off loans									79	123	127
Balance, end of period	311				424				311	424	314
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment													205
Loans collectively evaluated for impairment												40,319	40,853
Total loans												40,446	41,352
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance												293	368
Total loans, allowance	311			424	424			314	424	314	461	311	424
Noncovered | Broker-dealer
Changes in the allowance for loan losses
Balance, beginning of period				155				209	155	209	166
Provision charged to (recapture from) operations									198	(53)	(80)
Loans charged off										(1)
Recoveries on charged off loans											123
Balance, end of period	353				155				353	155	209
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment												577,889	502,077
Total loans												577,889	502,077
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance												353	155
Total loans, allowance	353			155	155			$ 209	155	209	$ 166	353	155
Noncovered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period				3,097					3,097
Balance, end of period	2,038				3,097				2,038	3,097
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												37,204	51,432
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	2,038			3,097	3,097				3,097	3,097		2,038	3,097
Noncovered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period				557					557
Balance, end of period	89				557				89	557
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												6,099	8,672
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	89			557	557				557	557		89	557
Noncovered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period				2,107					2,107
Balance, end of period	1,716				2,107				1,716	2,107
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												29,540	38,999
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	1,716			2,107	2,107				2,107	2,107		1,716	2,107
Noncovered | PCI loans | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period				377					377
Balance, end of period	215				377				215	377
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												1,438	3,467
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	215			377	377				377	377		215	377
Noncovered | PCI loans | Consumer
Changes in the allowance for loan losses
Balance, beginning of period				56					56
Balance, end of period	18				56				18	56
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												127	294
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 18			$ 56	$ 56				$ 56	$ 56		$ 18	$ 56

Covered Assets and Indemnifi105

Covered Assets and Indemnification Asset - Indemnification Asset (Details) - PlainsCapital - FNB - Covered - USD ($) $ in Millions	Sep. 13, 2013	Dec. 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	$ 240.4
Percentage of net losses to be absorbed by FDIC in excess of $240.4 million up to and including $365.7 million of net losses incurred as per the loss sharing agreement	0.00%
Threshold amount of net losses incurred for 0% of net losses to be absorbed by FDIC as per the loss sharing agreement, second layer	$ 365.7
Percentage of net losses to be absorbed by FDIC in excess of $365.7 million of net losses incurred as per the loss sharing agreement	80.00%
Threshold limit of subsequent recoveries reimbursable to the FDIC under the loss share agreement	$ 0
Period for which payment is required to be made to the FDIC of true-up amount	10 years
Payment accrual based on the current aggregate estimate of realized losses		$ 16.3
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 Indemnifi106

Covered Assets and Indemnification Asset - Covered Loans Summary (Details) - USD ($) $ in Thousands	Sep. 13, 2013	Dec. 31, 2017	Dec. 31, 2016
Covered Loans
Allowance for covered loans		$ (2,729)	$ (413)
Total covered loans, net of allowance		179,400	255,714
Acquired loans
Loans
Carryover of the allowance for loan losses recorded		0
Covered
Covered Loans
Total covered loans		182,129	256,127
Allowance for covered loans		(2,729)	(413)
Total covered loans, net of allowance		179,400	255,714
Covered | Commercial and industrial
Covered Loans
Total covered loans		1,055	2,697
Covered | Real estate
Covered Loans
Total covered loans		179,359	244,469
Covered | Construction and land development
Covered Loans
Total covered loans		$ 1,715	$ 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 Indemnifi107

Covered Assets and Indemnification Asset - Covered PCI Loans (Details) - Covered - PCI loans - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Carrying value and the outstanding contractual balance of the covered PCI loans
Carrying amount	$ 87,113	$ 133,754
Outstanding balance	179,019	266,098
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	143,731	176,719	$ 193,493
Reclassifications from nonaccretable difference, net	9,110	41,239	70,884
Transfer of loans to covered OREO	(999)	(487)	(1,309)
Accretion	(60,009)	(73,740)	(86,349)
Balance, end of period	91,833	143,731	$ 176,719
Nonaccretable difference	$ 72,700	$ 94,500

Covered Assets and Indemnifi108

Covered Assets and Indemnification Asset - Impaired Loans (Details) - Covered - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Impaired loans
Unpaid Contractual Principal Balance	$ 233,230	$ 335,091
Recorded Investment with No Allowance	8,023	110,101
Recorded Investment with Allowance	84,472	27,572
Total Recorded Investment	92,495	137,673
Related Allowance	2,697	344
Average investment in covered impaired loans
Average investment	115,085	181,921	$ 332,403
Non-accrual loans
Non-accrual loans	5,104	3,836
Interest income recorded	1,300	1,100	17,200
Secured
Average investment in covered impaired loans
Average investment	730	3,530	9,934
Non-accrual loans
Non-accrual loans		52
Unsecured
Average investment in covered impaired loans
Average investment	150	1,040	4,293
Secured by Commercial Properties
Average investment in covered impaired loans
Average investment	38,253	75,159	162,812
Non-accrual loans
Non-accrual loans		730
Secured by Residential Properties
Average investment in covered impaired loans
Average investment	73,332	88,794	121,069
Non-accrual loans
Non-accrual loans	5,087	3,035
Residential Construction Loans
Average investment in covered impaired loans
Average investment		331	1,017
Commercial construction loans and land development
Average investment in covered impaired loans
Average investment	2,620	13,067	$ 33,278
Non-accrual loans
Non-accrual loans	17	19
PCI loans
Impaired loans
Unpaid Contractual Principal Balance	226,889	330,444
Recorded Investment with No Allowance	2,641	106,182
Recorded Investment with Allowance	84,472	27,572
Total Recorded Investment	87,113	133,754
Related Allowance	2,697	344
Non-accrual loans
Non-accrual loans		400
PCI loans | Secured
Impaired loans
Unpaid Contractual Principal Balance	3,783	10,579
Recorded Investment with No Allowance		1,024
Recorded Investment with Allowance	194	189
Total Recorded Investment	194	1,213
Related Allowance	19	13
PCI loans | Unsecured
Impaired loans
Unpaid Contractual Principal Balance	5,732	3,259
Recorded Investment with No Allowance		299
Total Recorded Investment		299
PCI loans | Secured by Commercial Properties
Impaired loans
Unpaid Contractual Principal Balance	80,223	143,934
Recorded Investment with No Allowance	2,388	26,415
Recorded Investment with Allowance	21,171	26,222
Total Recorded Investment	23,559	52,637
Related Allowance	1,817	271
PCI loans | Secured by Residential Properties
Impaired loans
Unpaid Contractual Principal Balance	125,361	148,384
Recorded Investment with No Allowance	249	73,240
Recorded Investment with Allowance	63,107	1,161
Total Recorded Investment	63,356	74,401
Related Allowance	861	60
PCI loans | Residential Construction Loans
Impaired loans
Unpaid Contractual Principal Balance	672	766
PCI loans | Commercial construction loans and land development
Impaired loans
Unpaid Contractual Principal Balance	11,118	23,522
Recorded Investment with No Allowance	4	5,204
Total Recorded Investment	4	5,204
Loans excluding PCI Loans
Impaired loans
Unpaid Contractual Principal Balance	6,341	4,647
Recorded Investment with No Allowance	5,382	3,919
Total Recorded Investment	5,382	3,919
Loans excluding PCI Loans | Secured
Impaired loans
Unpaid Contractual Principal Balance	44	52
Recorded Investment with No Allowance		52
Total Recorded Investment		52
Loans excluding PCI Loans | Secured by Commercial Properties
Impaired loans
Unpaid Contractual Principal Balance		396
Recorded Investment with No Allowance		310
Total Recorded Investment		310
Loans excluding PCI Loans | Secured by Residential Properties
Impaired loans
Unpaid Contractual Principal Balance	6,279	4,175
Recorded Investment with No Allowance	5,370	3,537
Total Recorded Investment	5,370	3,537
Loans excluding PCI Loans | Commercial construction loans and land development
Impaired loans
Unpaid Contractual Principal Balance	18	24
Recorded Investment with No Allowance	12	20
Total Recorded Investment	$ 12	$ 20

Covered Assets and Indemnifi109

Covered Assets and Indemnification Asset - TDRs (Details) - Covered $ in Thousands	12 Months Ended
	Dec. 31, 2017loan	Dec. 31, 2016loan	Dec. 31, 2015USD ($)loanitem
Recorded Investment in loans
Number of TDR loans granted	0	0	8
TDR at extension | $			$ 1,433
TDR modification, end of period | $			$ 824
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due	0	0
AB Note
Recorded Investment in loans
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due			6
Interest Rate Adjustment
Recorded Investment in loans
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due			6
Payment Term Extension
Recorded Investment in loans
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due			2
Secured by Commercial Properties
Recorded Investment in loans
Number of TDR loans granted			1
TDR at extension | $			$ 573
Secured by Residential Properties
Recorded Investment in loans
Number of TDR loans granted			7
TDR at extension | $			$ 860
TDR modification, end of period | $			$ 824

Covered Assets and Indemnifi110

Covered Assets and Indemnification Asset - Aging (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Covered Assets and Indemnification Asset
Total loans	$ 6,273,669	$ 5,843,499
Covered
Covered Assets and Indemnification Asset
Total Past Due Loans	10,421	6,777
Current Loans	84,595	115,596
Total loans	182,129	256,127
Accruing Loans Past Due 90 Days or More	283	173
Covered | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	5,871	3,622
Covered | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	1,324	1,580
Covered | Financing Receivables, Equal to Greater than 90 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	3,226	1,575
Covered | PCI loans
Covered Assets and Indemnification Asset
Total loans	87,113	133,754
Covered | Secured
Covered Assets and Indemnification Asset
Total Past Due Loans		102
Current Loans	861	1,083
Total loans	1,055	2,398
Accruing Loans Past Due 90 Days or More		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
Covered | Secured | PCI loans
Covered Assets and Indemnification Asset
Total loans	194	1,213
Covered | Unsecured
Covered Assets and Indemnification Asset
Total loans		299
Covered | Unsecured | PCI loans
Covered Assets and Indemnification Asset
Total loans		299
Covered | Secured by Commercial Properties
Covered Assets and Indemnification Asset
Total Past Due Loans	322	325
Current Loans	11,472	19,132
Total loans	35,353	72,094
Covered | Secured by Commercial Properties | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	209	96
Covered | Secured by Commercial Properties | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	113	229
Covered | Secured by Commercial Properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	23,559	52,637
Covered | Secured by Residential Properties
Covered Assets and Indemnification Asset
Total Past Due Loans	10,061	6,335
Current Loans	70,589	91,639
Total loans	144,006	172,375
Accruing Loans Past Due 90 Days or More	283	129
Covered | Secured by Residential Properties | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	5,624	3,511
Covered | Secured by Residential Properties | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	1,211	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	3,226	1,479
Covered | Secured by Residential Properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	63,356	74,401
Covered | Commercial construction loans and land development
Covered Assets and Indemnification Asset
Total Past Due Loans	38	15
Current Loans	1,673	3,742
Total loans	1,715	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	38	15
Covered | Commercial construction loans and land development | PCI loans
Covered Assets and Indemnification Asset
Total loans	$ 4	$ 5,204

Covered Assets and Indemnifi111

Covered Assets and Indemnification Asset - Internal Risk Grades (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Internal risk grades of covered loans in the portfolio
Total loans	$ 6,273,669	$ 5,843,499
Covered
Internal risk grades of covered loans in the portfolio
Total loans	182,129	256,127
Covered | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	87,113	133,754
Covered | Pass
Internal risk grades of covered loans in the portfolio
Total loans	81,583	111,432
Covered | Special Mention
Internal risk grades of covered loans in the portfolio
Total loans	356	461
Covered | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	13,077	10,480
Covered | Secured
Internal risk grades of covered loans in the portfolio
Total loans	1,055	2,398
Covered | Secured | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	194	1,213
Covered | Secured | Pass
Internal risk grades of covered loans in the portfolio
Total loans	429	592
Covered | Secured | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	432	593
Covered | Unsecured
Internal risk grades of covered loans in the portfolio
Total loans		299
Covered | Unsecured | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans		299
Covered | Secured by Commercial Properties
Internal risk grades of covered loans in the portfolio
Total loans	35,353	72,094
Covered | Secured by Commercial Properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	23,559	52,637
Covered | Secured by Commercial Properties | Pass
Internal risk grades of covered loans in the portfolio
Total loans	10,961	17,996
Covered | Secured by Commercial Properties | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	833	1,461
Covered | Secured by Residential Properties
Internal risk grades of covered loans in the portfolio
Total loans	144,006	172,375
Covered | Secured by Residential Properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	63,356	74,401
Covered | Secured by Residential Properties | Pass
Internal risk grades of covered loans in the portfolio
Total loans	68,544	90,563
Covered | Secured by Residential Properties | Special Mention
Internal risk grades of covered loans in the portfolio
Total loans	356	461
Covered | Secured by Residential Properties | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	11,750	6,950
Covered | Commercial construction loans and land development
Internal risk grades of covered loans in the portfolio
Total loans	1,715	8,961
Covered | Commercial construction loans and land development | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	4	5,204
Covered | Commercial construction loans and land development | Pass
Internal risk grades of covered loans in the portfolio
Total loans	1,649	2,281
Covered | Commercial construction loans and land development | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	$ 62	$ 1,476

Covered Assets and Indemnifi112

Covered Assets and Indemnification Asset - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Changes in the allowance for loan losses
Balance, beginning of period				$ 54,186					$ 54,186
Provision charged to (recapture from) operations	$ 5,453	$ 1,260	$ 5,853	1,705	$ 4,347	$ 3,990	$ 28,876	$ 3,407	14,271	$ 40,620	$ 12,715
Balance, end of period	60,957				54,186				60,957	54,186
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												$ 6,273,669	$ 5,843,499
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	60,957			54,186	54,186				54,186	54,186		60,957	54,186
Covered
Changes in the allowance for loan losses
Balance, beginning of period				413				1,532	413	1,532	4,611
Provision charged to (recapture from) operations									2,865	(1,121)	542
Loans charged off									(571)	(119)	(3,963)
Recoveries on charged off loans									22	121	342
Balance, end of period	2,729				413				2,729	413	1,532
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment												95,016	122,373
Total loans												182,129	256,127
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance												32	69
Total loans, allowance	2,729			413	413			1,532	413	1,532	4,611	2,729	413
Covered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period				35				758	35	758	1,193
Provision charged to (recapture from) operations									32	(717)	258
Loans charged off									(49)	(6)	(915)
Recoveries on charged off loans									6		222
Balance, end of period	24				35				24	35	758
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment												861	1,185
Total loans												1,055	2,697
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance												5	22
Total loans, allowance	24			35	35			758	35	758	1,193	24	35
Covered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period				378				774	378	774	3,334
Provision charged to (recapture from) operations									2,840	(351)	189
Loans charged off									(522)	(62)	(2,869)
Recoveries on charged off loans									6	17	120
Balance, end of period	2,702				378				2,702	378	774
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment												92,444	117,431
Total loans												179,359	244,469
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance												24	47
Total loans, allowance	2,702			378	378			$ 774	378	774	3,334	2,702	378
Covered | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period											84
Provision charged to (recapture from) operations									(7)	(53)	95
Loans charged off										(51)	(179)
Recoveries on charged off loans									10	104
Balance, end of period	3								3
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment												1,711	3,757
Total loans												1,715	8,961
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance												3
Total loans, allowance	3								3		$ 84	3
Covered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period				344					344
Balance, end of period	2,697				344				2,697	344
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												87,113	133,754
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	2,697			344	344				344	344		2,697	344
Covered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period				13					13
Balance, end of period	19				13				19	13
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												194	1,512
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	19			13	13				13	13		19	13
Covered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period				331					331
Balance, end of period	2,678				331				2,678	331
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												86,915	127,038
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 2,678			$ 331	$ 331				$ 331	$ 331		2,678	331
Covered | PCI loans | Construction and land development
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans												$ 4	$ 5,204

Covered Assets and Indemnifi113

Covered Assets and Indemnification Asset - Covered OREO (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Activity in covered OREO
Balance, beginning of period	$ 51,642	$ 99,090	$ 136,945
Additions to covered OREO	6,700	13,876	50,465
Dispositions of covered OREO	(17,866)	(42,843)	(71,765)
Valuation adjustments in the period	(3,732)	(18,481)	(16,555)
Balance, end of period	$ 36,744	$ 51,642	$ 99,090

Covered Assets and Indemnifi114

Covered Assets and Indemnification Asset - FDIC Indemnification Asset (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Activity in the FDIC Indemnification Asset
Balance, beginning of period	$ 71,313	$ 91,648	$ 130,437
FDIC Indemnification Asset accretion (amortization)	(17,083)	242	1,147
Transfers to due from FDIC and other	(24,890)	(20,577)	(39,936)
Balance, end of period	29,340	$ 71,313	$ 91,648
FDIC, collections billed	147,800
FDIC, collections received	$ 145,800

Cash and Due from Banks (Detail

Cash and Due from Banks (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Cash and Due from Banks
Cash on hand	$ 44,765	$ 49,152
Clearings and collection items	92,271	78,328
Deposits at Federal Reserve Bank	248,442	354,948
Deposits at Federal Home Loan Bank	1,501	4,237
Deposits in FDIC-insured institutions	99,998	182,692
Cash and due from banks	486,977	669,357
Interest-bearing deposits	$ 302,200	$ 479,300

Premises and Equipment (Details

Premises and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Premises and Equipment
Premises and equipment, gross	$ 318,755	$ 302,209
Less accumulated depreciation and amortization	(141,178)	(111,848)
Premises and equipment, net	177,577	190,361
Assets recorded under capital leases	8,400	8,400
Accumulated amortization for assets under capital leases	3,300	2,500
Rental income	1,800	2,000	$ 2,200
Depreciation and amortization expense	34,600	35,400	$ 37,200
Land and premises
Premises and Equipment
Premises and equipment, gross	111,203	111,295
Furniture and equipment
Premises and Equipment
Premises and equipment, gross	$ 207,552	$ 190,914

Goodwill and Other Intangibl117

Goodwill and Other Intangible Assets - Goodwill and Other (Details) - USD ($) $ in Thousands	Oct. 01, 2017	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Other Intangible Assets
Carrying amount of goodwill		$ 251,808	$ 251,808
Other intangible assets, net		36,432	$ 44,695
Goodwill impairment	$ 0
Percentage of excess fair value over the carrying value	12.00%
NLC
Goodwill and Other Intangible Assets
Carrying amount of goodwill		24,000
Estimated fair value of indefinite lived intangible assets related to state licenses acquired as a part of the NLC acquisition		3,000
PPC
Goodwill and Other Intangible Assets
Carrying amount of goodwill		$ 227,800

Goodwill and Other Intangibl118

Goodwill and Other Intangible Assets - Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	$ 95,580	$ 95,580
Accumulated Amortization	(62,148)	(53,885)
Net Intangible Assets	33,432	41,695
Amortization expense related to intangible assets	8,263	10,174	$ 12,375
Core Deposits
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	38,930	38,930
Accumulated Amortization	(26,381)	(22,255)
Net Intangible Assets	$ 12,549	$ 16,675
Core Deposits | Minimum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	4 years	4 years
Core Deposits | Maximum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	12 years	12 years
Trademarks and Trade Names
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	$ 20,000	$ 20,000
Accumulated Amortization	(7,860)	(6,877)
Net Intangible Assets	$ 12,140	$ 13,123
Trademarks and Trade Names | Minimum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	15 years	15 years
Trademarks and Trade Names | Maximum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	20 years	20 years
Noncompete Agreements
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	$ 11,650	$ 11,650
Accumulated Amortization	(10,529)	(9,306)
Net Intangible Assets	$ 1,121	$ 2,344
Noncompete Agreements | Minimum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	4 years	4 years
Noncompete Agreements | Maximum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	6 years	6 years
Customer contracts and relationships
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	$ 21,400	$ 21,400
Accumulated Amortization	(13,906)	(12,097)
Net Intangible Assets	$ 7,494	$ 9,303
Customer contracts and relationships | Minimum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	12 years	12 years
Customer contracts and relationships | Maximum
Carrying value of intangible assets subject to amortization
Estimated Useful Life	14 years	14 years
Agent relationships
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	$ 3,600	$ 3,600
Accumulated Amortization	(3,472)	(3,350)
Net Intangible Assets	$ 128	$ 250
Estimated Useful Life	13 years	13 years

Goodwill and Other Intangibl119

Goodwill and Other Intangible Assets - Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Estimated aggregate future amortization expense for intangible assets
2,018	$ 7,289
2,019	5,142
2,020	4,352
2,021	3,607
2,022	3,222
Thereafter	9,820
Net Intangible Assets	$ 33,432	$ 41,695

Mortgage Servicing Rights (Deta

Mortgage Servicing Rights (Details) - MSR - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Change in fair value of mortgage servicing rights
Balance, beginning of year	$ 61,968	$ 52,285	$ 36,155
Additions	16,401	23,381	24,974
Sales	(17,499)	(7,586)
Changes in fair value: Due to changes in model inputs or assumptions	(1,722)	(153)	(2,150)
Changes in fair value: Due to customer payoffs	(4,434)	(5,959)	(6,694)
Balance, end of year	54,714	61,968	$ 52,285
Mortgage loans serviced for others	$ 4,762,042	$ 5,480,943
MSR asset as a percentage of serviced mortgage loans	1.15%	1.13%
Key Assumptions
Weighted average constant prepayment rate (as a percent)	10.93%	10.47%
Weighted average discount rate (as a percent)	11.03%	10.95%
Weighted average life	6 years 10 months 24 days	6 years 10 months 24 days

Mortgage Servicing Rights - Sen

Mortgage Servicing Rights - Sensitivity Analysis (Details) - MSR - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Sensitivity analysis
Constant prepayment rate: Impact of 10% adverse change	$ (1,948)	$ (2,297)
Constant prepayment rate: Impact of 20% adverse change	(3,839)	(4,471)
Discount rate: Impact of 10% adverse change	(2,135)	(2,539)
Discount rate: Impact of 20% adverse change	(4,103)	(4,882)
Contractually specified servicing fees, late fees and ancillary fees	$ 20,700	$ 23,800	$ 19,600

Deposits (Details)

Deposits (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Deposits
Noninterest-bearing demand	$ 2,411,849	$ 2,199,483
Interest-bearing:
NOW accounts	1,202,752	1,252,832
Money market	2,222,555	1,626,218
Brokered - money market	101,624	125,272
Demand	411,771	384,847
Savings	218,812	279,911
Time	1,313,482	1,145,859
Brokered - time	95,274	49,389
Total deposits	7,978,119	$ 7,063,811
Time deposits that meet or exceed FDIC insurance limit	778,800
Scheduled maturities of interest-bearing time deposits
2,018	791,721
2,019	509,244
2,020	82,839
2,021	15,155
2022 and thereafter	9,797
Time deposits	$ 1,408,756

Short-term Borrowings (Details)

Short-term Borrowings (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Short-term borrowings
Short-term borrowings	$ 1,206,424	$ 1,417,289
Hilltop Broker-Dealers
Short-term borrowings
Weighted average interest rate (as a percent)	2.27%	1.59%
Federal funds purchased.
Short-term borrowings
Short-term borrowings	$ 101,775	$ 87,125
Securities sold under agreement to repurchase.
Short-term borrowings
Short-term borrowings	539,149	195,164
FHLB notes
Short-term borrowings
Short-term borrowings	250,000	1,000,000
Average balance during the year	$ 390,616	$ 361,475	$ 294,959
Average interest rate during the year	1.08%	0.46%	0.27%
Maximum month-end balance during the year	$ 850,000	$ 1,000,000	$ 600,000
Average interest rate at end of year (as a percent)	1.30%	0.55%
Amount of available collateral	$ 3,300,000
FHLB notes | Maximum
Short-term borrowings
Maturity term of debt	365 days
Short-term bank loans.
Short-term borrowings
Short-term borrowings	$ 315,500	$ 135,000
Federal funds purchased and securities sold under agreements to repurchase.
Short-term borrowings
Average balance during the year	$ 588,847	$ 368,102	$ 315,904
Average interest rate during the year	1.06%	0.58%	0.33%
Maximum month-end balance during the year	$ 904,704	$ 520,715	$ 514,776
Average interest rate at end of year (as a percent)	1.21%	0.42%
Carrying value	$ 581,636	$ 209,877
Estimated fair value	$ 598,300	$ 206,641

Notes Payable (Details)

Notes Payable (Details) - USD ($) $ in Thousands	Jun. 14, 2017	Apr. 09, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Apr. 28, 2015
Debt Instrument
Notes payable			$ 208,809	$ 317,912
Payments on notes payable			512,193	217,630	$ 42,571
Series B Preferred Stock
Debt Instrument
Aggregate liquidation value						$ 114,100
Unpaid dividend						$ 400
Senior Notes due April 2025
Debt Instrument
Notes payable			148,455	148,311
Unamortized discount			1,545	1,689
Period before maturity for redemption of Senior Notes					3 months
Percentage of redemption price					100.00%
Interest rate (as a percent)					5.00%
Senior Notes due April 2025 | Private Placement
Debt Instrument
Aggregate principal amount		$ 150,000
Net proceeds from the offering, after deducting estimated fee and expenses and the initial purchaser’ discounts		$ 148,000
Interest rate (as a percent)		5.00%
FHLB notes
Debt Instrument
Notes payable			19,402	102,596
Unamortized premium			$ 436	948
Weighted average interest rate			2.10%
Debt instrument, collateral			$ 3,300,000
FHLB notes | Minimum
Debt Instrument
Interest rate (as a percent)			1.19%
FHLB notes | Maximum
Debt Instrument
Interest rate (as a percent)			5.70%
Insurance company note payable due March 2035
Debt Instrument
Notes payable				20,000
NLIC note payable due May 2033
Debt Instrument
Notes payable			$ 10,000	10,000
NLIC note payable due May 2033 | three-month LIBOR
Debt Instrument
Margin on interest rate (as a percent)			4.10%
Interest rate at year end (as a percent)			5.71%
NLIC note payable due September 2033
Debt Instrument
Notes payable			$ 10,000	10,000
NLIC note payable due September 2033 | three-month LIBOR
Debt Instrument
Margin on interest rate (as a percent)			4.05%
Interest rate at year end (as a percent)			5.66%
ASIC note payable due April 2034
Debt Instrument
Notes payable			$ 7,500	7,500
ASIC note payable due April 2034 | three-month LIBOR
Debt Instrument
Margin on interest rate (as a percent)			4.05%
Interest rate at year end (as a percent)			5.66%
Insurance company line of credit due December 31, 2018
Debt Instrument
Notes payable			$ 1,000	3,000
Margin on interest rate (as a percent)			3.25%
Calculated index rate (as a percent)			4.00%
Ventures Management line of credit
Debt Instrument
Notes payable			$ 12,452	$ 16,505
Maximum borrowing capacity			$ 70,000
Single unaffiliated bank
Debt Instrument
Interest rate (as a percent)			2.75%
Maximum borrowing capacity			$ 30,000
Outstanding borrowing			$ 12,500
Calculated index rate (as a percent)			3.09%
Bank
Debt Instrument
Maximum borrowing capacity			$ 40,000
NLIC | Insurance Notes Payable
Debt Instrument
Statutory surplus of NLIC and ASIC			30,000
ASIC | Insurance Notes Payable
Debt Instrument
Statutory surplus of NLIC and ASIC			$ 15,000
NLC | Insurance company note payable due March 2035
Debt Instrument
Payments on notes payable	$ 20,000
NLC | Insurance Notes Payable
Debt Instrument
Debt instrument repurchase minimum beneficial ownership interest percentage acquired			50.00%
Percentage of debt instrument agreement price at which each holder has right to require entity to purchase notes expressed as minimum percentage of outstanding principal			100.00%
NLC | Insurance company line of credit due December 31, 2018
Debt Instrument
Maximum borrowing capacity			$ 7,500

Notes Payable - Scheduled Matur

Notes Payable - Scheduled Maturities (Details) $ in Thousands	Dec. 31, 2017USD ($)
Scheduled maturities
2,018	$ 25,791
2,020	3,425
2,021	508
2,022	203
Thereafter	179,991
Total Notes Payable	$ 209,918

Junior Subordinated Debentur126

Junior Subordinated Debentures and Trust Preferred Securities (Details)	12 Months Ended
	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Feb. 22, 2008USD ($)	Sep. 17, 2003USD ($)	Mar. 26, 2003USD ($)	Jul. 31, 2001USD ($)
Junior subordinated debentures and trust preferred securities
Floating rate preferred securities issued by the trusts		$ 4,139,000	$ 200,033,000
PPC
Junior subordinated debentures and trust preferred securities
Number of statutory trusts owned by subsidiary | item	4
PPC | Special-purpose entity, parent not primary beneficiary | Debentures | Four statutory trusts
Junior subordinated debentures and trust preferred securities
Stated term	30 years
Average interest rate (as a percent)	4.72%
PPC | Special-purpose entity, parent not primary beneficiary | Debentures | Four statutory trusts | three-month LIBOR
Junior subordinated debentures and trust preferred securities
Margin on interest rate	3-month LIBOR
Average spread on variable rate basis (as a percent)	3.22%
PPC | Special-purpose entity, parent not primary beneficiary | Debentures | P C C Statutory Trust I
Junior subordinated debentures and trust preferred securities
Amount							$ 18,042,000
PPC | Special-purpose entity, parent not primary beneficiary | Debentures | P C C Statutory Trust I I
Junior subordinated debentures and trust preferred securities
Amount						$ 18,042,000
PPC | Special-purpose entity, parent not primary beneficiary | Debentures | P C C Statutory Trust I I I
Junior subordinated debentures and trust preferred securities
Amount					$ 15,464,000
PPC | Special-purpose entity, parent not primary beneficiary | Debentures | PCC Statutory Trust IV
Junior subordinated debentures and trust preferred securities
Amount				$ 15,464,000
PPC | Special-purpose entity, parent not primary beneficiary | Floating rate preferred securities | Four statutory trusts
Junior subordinated debentures and trust preferred securities
Floating rate preferred securities issued by the trusts	$ 65,000,000
PPC | Special-purpose entity, parent not primary beneficiary | Common Class A | Four statutory trusts
Junior subordinated debentures and trust preferred securities
Floating rate preferred securities issued by the trusts	$ 2,012,000
PPC | CONNECTICUT
Junior subordinated debentures and trust preferred securities
Number of statutory trusts owned by subsidiary, which were formed under laws of state | item	3
PCC Statutory Trust IV | Delaware
Junior subordinated debentures and trust preferred securities
Number of statutory trusts owned by subsidiary, which were formed under laws of state | item	1

Income Taxes - Provision and De

Income Taxes - Provision and Deferred Taxes (Details) - USD ($) $ in Thousands	Jan. 01, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current:
Federal										$ 63,769	$ 82,970	$ 49,570
State										5,440	10,181	3,969
Total										69,209	93,151	53,539
Deferred:
Federal										40,176	(6,732)	17,295
State										757	(2,958)	81
Total										40,933	(9,690)	17,376
Income tax provision (benefit)		$ 51,350	$ 18,003	$ 25,754	$ 15,035	$ 17,582	$ 33,017	$ 18,439	$ 14,423	$ 110,142	83,461	70,915
Statutory Federal income tax rate (as a percent)	21.00%									35.00%
Reconciliation of the income tax provision (benefit) and the amount that would be computed by applying the statutory federal income tax rate to income (loss) before income taxes
Computed tax at federal statutory rate										$ 85,150	80,992	99,223
Tax effect of:
Tax Legislation										28,363
Non-taxable acquisition gain										(6,682)		(33,426)
Nondeductible transaction costs										774	2,608	3,969
Nondeductible expenses										3,089	3,301	3,215
State income taxes										4,028	4,708	2,632
Tax-exempt income, net										(2,758)	(2,850)	(2,563)
Valuation allowance											(2,094)	(1,889)
Share-based compensation benefit										(412)	(2,391)
Other										(1,410)	(813)	(246)
Income tax provision (benefit)		51,350	$ 18,003	$ 25,754	$ 15,035	17,582	$ 33,017	$ 18,439	$ 14,423	110,142	83,461	$ 70,915
Deferred tax assets:
Net operating and built-in-loss carryforward		11,697				21,381				11,697	21,381
Covered loans		20,024				43,512				20,024	43,512
Purchase accounting adjustment - loans		4,859				10,682				4,859	10,682
Allowance for loan losses		15,105				20,703				15,105	20,703
Compensation and benefits		15,860				44,368				15,860	44,368
Legal and other reserves		4,359				15,985				4,359	15,985
Foreclosed property		6,400				16,486				6,400	16,486
Other		11,961				19,297				11,961	19,297
Deferred tax assets		90,265				192,414				90,265	192,414
Deferred tax liabilities:
Premises and equipment		10,288				21,013				10,288	21,013
FDIC Indemnification Asset		3,502				21,600				3,502	21,600
Intangible assets		8,994				17,392				8,994	17,392
Derivatives		4,527				8,581				4,527	8,581
Loan servicing		13,184				23,187				13,184	23,187
Other		8,156				18,868				8,156	18,868
Deferred Tax Liabilities		48,651				110,641				48,651	110,641
Net deferred tax asset		$ 41,614				$ 81,773				$ 41,614	$ 81,773

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jan. 01, 2018	Jan. 01, 2015	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes
Tax Legislation											$ 28,363
Statutory Federal income tax rate (as a percent)	21.00%										35.00%
Effective income tax rate (as a percent)											45.30%	36.10%	25.00%
Income tax benefit			$ 51,350	$ 18,003	$ 25,754	$ 15,035	$ 17,582	$ 33,017	$ 18,439	$ 14,423	$ 110,142	$ 83,461	$ 70,915
Bargain purchase gain													81,289
Net operating loss carryforwards			29,900				37,800				29,900	37,800
Net operating loss carryforwards, tax effected basis			6,300				13,200				6,300	13,200
Recognized built-in loss carryforward ("RBIL")			20,500								$ 20,500
Realized built-in-loss recognition period											5 years
Net unrealized built-in-loss carryforward			9,800								$ 9,800
Net unrealized built-in-loss recognition period											5 years
Valuation allowance on deferred tax assets for net operating loss carryforwards			$ 0				$ 0				$ 0	0
SWS
Income Taxes
Tax on bargain purchase gain		$ 0											0
Income tax benefit													(2,100)
Bargain purchase gain		$ 81,289
Increase (decrease) in the valuation allowance												$ (2,200)
SWS | Capital Loss Carryforward Valuation Allowance
Income Taxes
Increase (decrease) in the valuation allowance													$ (1,900)

Income Taxes - Unrecognized tax

Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Uncertain tax positions
Unrecognized tax benefits if recognized would favorably impact the effective tax rate	$ 1,200	$ 1,100
Unrecognized Tax Benefits
Balance, beginning of year	1,704	644	$ 644
Increases related to tax positions taken during a prior year	476	844	0
Decreases related to tax positions taken during a prior year	(1,273)		0
Increases related to tax positions taken during the current year	667	216	0
Balance, end of year	$ 1,574	$ 1,704	$ 644

Employee Benefits (Details)

Employee Benefits (Details) $ in Millions	Jan. 01, 2015USD ($)	Nov. 30, 2012USD ($)item	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2001USD ($)
Employee Benefits
Matching contributions			$ 13.9	$ 15.1	$ 12.6
Liability recorded upon completion of merger		$ 8.9
Number of executive officers of PlainsCapital with retention agreements | item		2
Liability, including interest			9.1	9
Flexible premium universal life insurance
Amount of insurance purchased						$ 15
Carrying value of the policies			25.8	24.8
Income related to the policies			$ 0.6	$ 0.6	$ 0.8
SWS Plan
Employee Benefits
Deferred compensation plan, matching percentage	15.00%
Deferred compensation plan, vesting period	4 years
Contributions allowed under plan	$ 0

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Related Party Transactions
Aggregate remaining lease obligation	$ 153,347
Diamond A Administration Company LLC
Related Party Transactions
Ownership interest (as a percent)	16.20%
Diamond A Financial LP
Related Party Transactions
Ownership interest (as a percent)	16.20%
PlainsCapital
Related Party Transactions
Deposits of related parties held	$ 151,000	$ 154,800
Co-Chief Executive Officer | Diamond A Administration Company LLC
Related Party Transactions
Ownership interest (as a percent)	46.00%
Co-Chief Executive Officer | Diamond A Financial LP
Related Party Transactions
Ownership interest (as a percent)	49.00%
Diamond A Administration Company LLC | Sublease Agreement
Related Party Transactions
Services and office space cost per month	$ 24
Directors Executive Officers and Affiliates | PlainsCapital
Related Party Transactions
Loans to related parties	34,600	27,300
Total principal additions to loans	12,000
Total principal payments	4,700
Lessor | PlainsCapital | Lease Agreements
Related Party Transactions
Future minimum payments due annually through 2028	500
Aggregate remaining lease obligation	5,500
Related Party Company | PlainsCapital
Related Party Transactions
Loan Purchases	$ 2,100	$ 3,000

Commitments and Contingencie132

Commitments and Contingencies (Details)	May 30, 2017USD ($)$ / sharesshares	Jan. 01, 2015USD ($)$ / shares	Sep. 13, 2013USD ($)item	Nov. 30, 2012item	Jun. 30, 2017USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Reserve for Indemnification Liability:
FDIC, collections received						$ 145,800,000
Number of executive officers | item				2
Retention Agreement
Reserve for Indemnification Liability:
Number of executive officers | item				2
Retention Agreement | Chief Executive Officer One of Plains Capital Bank
Reserve for Indemnification Liability:
Retention agreement term				3 years
Renewal period of contract				1 year
Period from date of agreement at which initial renewal of agreement may occur				2 years
Retention Agreement | Chief Executive Officer Two of Plains Capital Bank
Reserve for Indemnification Liability:
Retention agreement term				2 years
Renewal period of contract				1 year
SWS
Commitments and Contingencies
Conversion of common stock		0.2496
Consideration paid in cash | $ / shares		$ 1.94
Fair value acquisition price (in dollars per share) | $ / shares		$ 6.92
Representation and Warranty Claims
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period		$ 53,906,000				40,669,000	$ 57,298,000	$ 53,906,000
Claims made						42,330,000	21,410,000	71,783,000
Claims resolved with no payment						(37,439,000)	(19,696,000)	(38,862,000)
Repurchases						(6,490,000)	(4,164,000)	(14,884,000)
Indemnification payments						(5,368,000)	(14,179,000)	(14,645,000)
Balance, end of period						33,702,000	40,669,000	57,298,000
Reserve for Indemnification Liability:
Total		53,906,000				40,669,000	57,298,000	53,906,000	$ 33,702,000	$ 40,669,000
Indemnification Agreement
Commitments and Contingencies
Provision for indemnification losses						4,000,000	4,600,000	4,000,000
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period		17,619,000				18,239,000	16,640,000	17,619,000
Additions for new sales						3,962,000	4,638,000	4,006,000
Repurchases						(466,000)	(392,000)	(1,420,000)
Early payment defaults						(228,000)	(241,000)	(64,000)
Indemnification payments						(713,000)	(2,482,000)	(3,027,000)
Change in reserves for loans sold in prior years						2,678,000	76,000	(474,000)
Balance, end of period						23,472,000	18,239,000	16,640,000
Reserve for Indemnification Liability:
Specific claims									646,000	1,661,000
Incurred but not reported claims									22,826,000	16,578,000
Total		$ 17,619,000				18,239,000	$ 16,640,000	$ 17,619,000	23,472,000	18,239,000
Shareholder Lawsuits | SWS
Commitments and Contingencies
Number of shares of SWS common stock held by purported shareholders | shares	7,438,453
Consideration paid in cash | $ / shares	$ 6.38
Fair value acquisition price (in dollars per share) | $ / shares	$ 6.38
Stock released from escrow and returned to unissued shares of common stock	$ 1,856,638
Pre-tax net increase to noninterest income					$ 11,600,000
PlainsCapital
Commitments and Contingencies
Aggregate amount of federal funds purchased and sold for which the Bank acts as an agent on behalf of certain correspondent banks									3,000,000	$ 19,000,000
PlainsCapital | FNB | Covered
Reserve for Indemnification Liability:
Number of loss-sharing agreements | item			2
Loans and OREO acquired			$ 1,200,000,000
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			$ 240,400,000
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			$ 365,700,000
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									$ 16,300,000
Percentage of initial estimate of losses under loss sharing agreement			80.00%
Amount of initial estimate of losses under loss sharing agreement			$ 240,400,000
Covered net losses billed to the FDIC						$ 184,700,000
Percentage of covered net losses reimbursable under the loss-share agreements						80.00%
Amount of covered net losses reimbursable under the loss-share agreements						$ 147,800,000
FDIC, collections received						$ 145,800,000
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

Commitments and Contingencies -

Commitments and Contingencies - Lease Payments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Commitments and Contingencies
Rental expense under the operating leases	$ 43,500	$ 41,900	$ 40,300
Future minimum lease payments under operating leases
2,018	36,602
2,019	30,127
2,020	24,461
2,021	16,429
2,022	14,306
Thereafter	31,422
Total minimum lease payments	153,347
Future minimum lease payments under capital leases
2,018	1,444
2,019	1,491
2,020	1,528
2,021	1,451
2,022	1,127
Thereafter	4,125
Total minimum lease payments	11,166
Amount representing interest	(3,497)
Present value of minimum lease payments	$ 7,669
Minimum
Commitments and Contingencies
Remaining terms of noncancelable operating leases	1 year
Remaining term of capital leases	4 years
Maximum
Commitments and Contingencies
Remaining terms of noncancelable operating leases	11 years
Remaining term of capital leases	11 years

Financial Instruments with O134

Financial Instruments with Off-Balance Sheet Risk (Details) $ in Millions	Dec. 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	$ 24.4

Stock-Based Compensation - Plan

Stock-Based Compensation - Plan Information (Details) - 2012 Plan - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2017	Dec. 31, 2014	Sep. 30, 2012
Stock based compensation
Number of awards approved for grant (in shares)						4,000,000
Common stock remaining available for issuance (in shares)	1,634,804
Compensation expense	$ 10.8	$ 10.5	$ 8.6
Restricted Stock Awards
Stock based compensation
Number of shares outstanding		4,000	453,000	0	466,000
RSUs
Stock based compensation
Number of shares outstanding	1,318,000	1,456,000	875,000		435,000
Vesting period	3 years
Transfer restrictions period	1 year
Board of Directors
Stock based compensation
Common shares granted to members of board of directors as compensation for director services	16,859	21,224	13,631

Stock-Based Compensation - Rest

Stock-Based Compensation - Restricted Awards and RSU Activity (Details) - 2012 Plan - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
RSUs
Number of shares outstanding
Balance at the beginning of the period ( in shares)	1,456	875	435
Granted (in shares)	450	598	491
Vested/Released (in shares)	(451)	(7)	(12)
Forfeited (in shares)	(137)	(10)	(39)
Balance at the end of the period ( in shares)	1,318	1,456	875
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 19.83	$ 21.22	$ 23.14
Grant date fair value (in dollars per share)	26.37	17.78	19.61
Vested/Released (in dollars per share)	22.48	22.22	22.45
Forfeited (in dollars per share)	22.41	20.70	21.93
Balance at the end of the period (in dollars per share)	$ 20.89	$ 19.83	$ 21.22
Restricted Stock Awards
Number of shares outstanding
Balance at the beginning of the period ( in shares)	4	453	466
Granted (in shares)			63
Vested/Released (in shares)	(4)	(447)	(54)
Forfeited (in shares)		(2)	(22)
Balance at the end of the period ( in shares)		4	453
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 19.95	$ 13.50	$ 13.32
Grant date fair value (in dollars per share)			19.95
Vested/Released (in dollars per share)	$ 19.95	13.41	19.58
Forfeited (in dollars per share)		19.72	13.25
Balance at the end of the period (in dollars per share)		$ 19.95	$ 13.50

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - 2012 Plan - USD ($) $ in Millions	12 Months Ended			36 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017
RSUs
Stock based compensation
Vested RSUs which require deferral of share settlement and statutory tax obligations	35,685			35,685
Number of shares awarded (in shares)	450,000	598,000	491,000
Number of awards subject to time-based vesting (in shares)	1,035,199
Number of awards vesting upon achievement of performance goals (in shares)	282,329
Vesting period	3 years
Unrecognized compensation expense	$ 12.6			$ 12.6
Weighted average period for unrecognized compensation expense (in years)	1 year 2 months 27 days
RSUs and RSAs
Stock based compensation
Vested/Released number of shares withheld to satisfy employee statutory tax obligations (in shares)				252,133
Certain Executives and Key Employees | RSUs
Stock based compensation
Number of shares awarded (in shares)	392,877
Number of awards subject to time-based vesting (in shares)	313,301
Number of awards vesting upon achievement of performance goals (in shares)	79,576
Vesting period	3 years

Regulatory Matters - Minimum Ca

Regulatory Matters - Minimum Capital Requirements (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
PlainsCapital
Tier 1 capital (to average assets)
Actual Amount	$ 1,147,527	$ 1,108,484
Actual Ratio (as a percent)	12.32%	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	$ 1,147,527	$ 1,108,484
Actual Ratio (as a percent)	14.47%	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	$ 1,147,527	$ 1,108,484
Actual Ratio (as a percent)	14.47%	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	$ 1,212,793	$ 1,164,767
Actual Ratio (as a percent)	15.29%	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	$ 1,688,358	$ 1,652,101
Actual Ratio (as a percent)	12.94%	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	$ 1,639,009	$ 1,602,400
Actual Ratio (as a percent)	17.71%	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	$ 1,688,358	$ 1,652,101
Actual Ratio (as a percent)	18.24%	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	$ 1,738,325	$ 1,693,240
Actual Ratio (as a percent)	18.78%	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	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of equity capital to Tier 1 and total capital (as defined)
Total equity capital	$ 1,912,081	$ 1,870,509
Net Capital
Amount required to be segregated in cash and securities for the benefit of customers	186,578	180,993
Hilltop Securities
Net Capital
Net capital	186,770
Less required net capital	10,513
Excess net capital	$ 176,257
Net capital as a percentage of aggregate debit items	35.50%
Net capital in excess of 5% aggregate debt items	$ 160,487
HTS Independent Network
Net Capital
Net capital	3,278
Less required net capital	250
Excess net capital	3,028
Hilltop Broker-Dealers
Net Capital
Amount required to be segregated in cash and securities for the benefit of customers	186,600	181,000
PlainsCapital
Reconciliation of equity capital to Tier 1 and total capital (as defined)
Total equity capital	1,379,402	1,337,746
Add:
Net unrealized holding losses (gains) on securities available for sale and held in trust	3,520	2,303
Deduct:
Goodwill and other disallowed intangible assets	(235,395)	(231,565)
Common equity Tier 1 capital (as defined)	1,147,527	1,108,484
Deduct:
Tier 1 capital (as defined)	1,147,527	1,108,484
Add: Allowable Tier 2 capital
Allowance for loan losses	65,266	56,283
Deduct
Total capital (as defined)	1,212,793	1,164,767
Hilltop
Reconciliation of equity capital to Tier 1 and total capital (as defined)
Total equity capital	1,912,081	1,870,509
Add:
Net unrealized holding losses (gains) on securities available for sale and held in trust	394	(485)
Deduct:
Goodwill and other disallowed intangible assets	(273,466)	(267,624)
Common equity Tier 1 capital (as defined)	1,639,009	1,602,400
Add: Tier 1 capital
Trust preferred securities	65,000	65,000
Deduct:
Tier 1 deductions	(15,651)	(15,299)
Tier 1 capital (as defined)	1,688,358	1,652,101
Add: Allowable Tier 2 capital
Allowance for loan losses	65,618	56,438
Deduct
Tier 2 Insurance Deduction	(15,651)	(15,299)
Total capital (as defined)	$ 1,738,325	$ 1,693,240

Regulatory Matters - Insurance

Regulatory Matters - Insurance Subsidiaries (Details) - Texas Department of Insurance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
NLIC
Insurance
Capital and surplus	$ 93,812	$ 131,328
Statutory net income	(1,785)	13,043	$ 9,000
ASIC
Insurance
Capital and surplus	22,778	30,462
Statutory net income	$ 742	$ 2,124	$ 1,611

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended			16 Months Ended
	Nov. 30, 2012	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Apr. 28, 2015	Jan. 31, 2018	Jan. 25, 2018
Stock repurchase program
Dividend declared per share		$ 0.24	$ 0.06				$ 0.07
Cash dividends paid		$ 23,100	$ 5,800
Repurchase common stock authorized amount						$ 50,000
Payments to repurchase shares		$ 27,388		$ 30,028
Repurchase of common stock (in shares)		1,057,656		1,390,977
Average price (per share)		$ 25.87		$ 21.56
PlainsCapital
Stock repurchase program
Earnings available for dividend payments without regulatory approval		$ 181,700
NLC
Stock repurchase program
Maximum dividends that may be paid without regulatory approval		$ 16,200
Series B Preferred Stock
Stock repurchase program
Preferred stock, shares outstanding	114,068
Dividend rate (as a percent)					5.00%
Aggregate liquidation value					$ 114,100
Unpaid dividend					$ 400
Series B Preferred Stock | PPC
Stock repurchase program
Number of shares of Hilltop Series B Preferred Stock into which each outstanding share of PlainsCapital Non-Cumulative Perpetual Preferred Stock, Series C is converted	1

Other Noninterest Income and142

Other Noninterest Income and Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Other noninterest income:
Net gains from Hilltop Broker-Dealer trading activities	$ 70,922	$ 86,383	$ 44,042
Net gains from trading securities portfolio	20,210	15,926	12,796
Service charges on depositor accounts	14,429	14,162	15,169
SWS Merger appraisal proceeding	11,757
Trust fees	7,485	6,782	7,113
Insurance commissions	4,819	4,206	3,819
Insurance direct billing and other policy fees	4,353	4,818	5,329
Revenue from check and stored value cards	3,169	5,036	7,099
Rent and other income from other real estate owned	1,280	1,461	3,559
FDIC indemnification asset accretion		242	1,147
Other	25,546	15,248	10,795
Other noninterest income	163,970	154,264	110,868
Other noninterest expense:
Software and Information technology	45,891	38,421	39,250
Brokerage commissions and fees	22,884	24,654	16,637
Mortgage servicing-related costs	22,353	25,736	19,375
Unreimbursed loan closing costs	20,428	31,234	35,253
Business development	18,619	19,738	18,291
FDIC Indemnification Asset amortization	17,083
Travel, meals and entertainment	12,839	13,683	12,748
Funding fees	8,464	7,451	5,865
Amortization of intangible assets	8,263	10,174	12,375
Office supplies	7,806	8,719	8,247
OREO and repossessed assets	4,004	13,438	12,570
FDIC "true-up"	2,100	8,750	5,475
Other	51,362	49,523	62,217
Other noninterest expense	$ 242,096	$ 251,521	$ 248,303

Derivative Financial Instrum143

Derivative Financial Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
PrimeLending
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	$ (13,100)	$ 8,000	$ 17,300
PlainsCapital
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	300	400	(200)
Hilltop Broker-Dealers
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	8,100	(23,400)	$ 43,700
Interest Rate Lock Commitments
Derivative financial instruments
Notional Amount	850,850	944,550
Estimated Fair Value	18,851	23,269
Customer-based written options
Derivative financial instruments
Notional Amount	21,637
Estimated Fair Value	38
Customer-based purchased options
Derivative financial instruments
Notional Amount	21,637
Estimated Fair Value	(38)
Commitments to Purchase MBSs
Derivative financial instruments
Notional Amount	2,831,635	3,616,922
Estimated Fair Value	(921)	(1,155)
Commitments to Sell MBSs
Derivative financial instruments
Notional Amount	4,963,498	5,609,250
Estimated Fair Value	2,972	(532)
Commitments to Sell MBSs | PrimeLending
Derivative financial instruments
Cash collateral advanced to offset net derivative liability	800	19,100
Interest Rate Swap and Swaptions
Derivative financial instruments
Notional Amount	25,971	32,452
Estimated Fair Value	51	(283)
U.S. Treasury bond futures and options
Derivative financial instruments
Notional Amount	214,500	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	Dec. 31, 2017	Dec. 31, 2016
Reverse repurchase agreements:
Net Amounts of Assets Presented in the Balance Sheet	$ 186,537	$ 89,430
Total
Gross Amounts of Recognized Assets	1,576,972	1,546,865
Gross Amounts Offset in the Balance Sheet		(3,893)
Net Amounts of Assets Presented in the Balance Sheet	1,576,972	1,542,972
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,517,138)	(1,484,045)
Net Amount	59,834	58,927
Institutional counterparties
Securities borrowed:
Gross Amounts of Recognized Assets	1,386,821	1,436,069
Net Amounts of Assets Presented in the Balance Sheet	1,386,821	1,436,069
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,327,536)	(1,385,664)
Net Amount	59,285	50,405
Interest Rate Options | Customer counterparties
Derivatives:
Gross Amounts of Recognized Assets	38
Net Amounts of Assets Presented in the Balance Sheet	38
Gross Amounts Not Offset in the Balance Sheet
Net Amount	38
Reverse repurchase agreements | Institutional counterparties
Reverse repurchase agreements:
Gross Amounts of Recognized Assets	186,537	89,430
Net Amounts of Assets Presented in the Balance Sheet	186,537	89,430
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(186,026)	(89,369)
Net Amount	511	61
Forward MBS Derivatives | Institutional counterparties
Derivatives:
Gross Amounts of Recognized Assets	3,576	21,366
Gross Amounts Offset in the Balance Sheet		(3,893)
Net Amounts of Assets Presented in the Balance Sheet	3,576	17,473
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	$ (3,576)	(9,012)
Net Amount		$ 8,461

Balance Sheet Offsetting - Liab

Balance Sheet Offsetting - Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Total
Gross Amounts of Recognized Liabilities	$ 1,757,011	$ 1,498,296
Gross Amounts Offset in the Balance Sheet	(1,257)	(14)
Net Amounts of Liabilities Presented in the Balance Sheet	1,755,754	1,498,282
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,698,701)	(1,455,191)
Net Amount	57,053	43,091
Institutional counterparties
Securities loaned:
Gross Amounts of Recognized Liabilities	1,215,093	1,283,676
Net Amounts of Liabilities Presented in the Balance Sheets	1,215,093	1,283,676
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,157,198)	(1,237,868)
Net Amount	57,895	45,808
Institutional counterparties | Interest Rate Options
Derivatives:
Gross Amounts of Recognized Liabilities	38
Net Amounts of Liabilities Presented in the Balance Sheet	38
Gross Amounts Not Offset in the Balance Sheet
Net Amount	38
Institutional counterparties | Interest Rate Swap and Swaptions
Derivatives:
Gross Amounts of Recognized Liabilities	35	297
Gross Amounts Offset in the Balance Sheet	(86)	(14)
Net Amounts of Liabilities Presented in the Balance Sheet	(51)	283
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,059)	(3,000)
Net Amount	(1,110)	(2,717)
Institutional counterparties | Repurchase agreements
Repurchase agreements:
Gross Amounts of Recognized Liabilities	409,058	39,970
Net Amounts of Liabilities Presented in the Balance Sheet	409,058	39,970
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(409,058)	(39,970)
Net Amount	0	0
Institutional counterparties | Forward MBS Derivatives
Derivatives:
Gross Amounts of Recognized Liabilities	2,696	19,159
Gross Amounts Offset in the Balance Sheet	(1,171)
Net Amounts of Liabilities Presented in the Balance Sheet	1,525	19,159
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,295)	(19,159)
Net Amount	230
Customer counterparties | Repurchase agreements
Repurchase agreements:
Gross Amounts of Recognized Liabilities	130,091	155,194
Net Amounts of Liabilities Presented in the Balance Sheet	130,091	155,194
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(130,091)	(155,194)
Net Amount	$ 0	$ 0

Balance Sheet Offsetting - Secu

Balance Sheet Offsetting - Secured Borrowings (Details) $ in Thousands	Dec. 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	$ 1,754,242	$ 1,478,840
Gross amount of recognized liabilities for repurchase agreements and securities lending in offsetting disclosure above	1,754,242	1,478,840
Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	1,754,242	1,478,840
US Treasury and agency securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	181,915	195,164
US Treasury and agency securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	181,915	195,164
Assets-backed securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	357,234
Assets-backed securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	357,234
Corporate securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	11,499	14,816
Corporate securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	11,499	14,816
Equity securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	1,203,594	1,268,860
Equity securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	$ 1,203,594	$ 1,268,860

Broker-Dealer and Clearing O147

Broker-Dealer and Clearing Organization Receivables and Payables (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Receivables:
Securities borrowed	$ 1,386,821	$ 1,436,069
Securities failed to deliver	25,491	33,834
Trades in process of settlements	29,412	10,223
Other	22,654	17,615
Total receivables	1,464,378	1,497,741
Payables:
Securities loaned	1,215,093	1,283,676
Correspondents	30,160	31,040
Securities failed to receive	37,864	31,724
Other	4,446	688
Total Payables	$ 1,287,563	$ 1,347,128

Deferred Policy Acquisition 148

Deferred Policy Acquisition Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Activity in deferred acquisition costs
Balance, beginning of year	$ 18,603	$ 19,874	$ 20,416
Acquisition expenses capitalized	34,934	37,231	39,716
Amortization charged to income	(36,549)	(38,502)	(40,258)
Balance, end of year	$ 16,988	$ 18,603	$ 19,874

Reserves for Losses and Loss149

Reserves for Losses and Loss Adjustment Expenses - Reserve (Details) - USD ($) $ in Thousands	Dec. 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	$ 17,470	$ 25,203
Reinsurance recoverables on unpaid losses	11,495	9,434
Unallocated LAE	1,248	1,189
Reserve for unpaid losses and LAE balance, gross	$ 30,213	$ 35,826

Reserves for Losses and Loss150

Reserves for Losses and Loss Adjustment Expenses - Activity (Details) $ in Thousands	Dec. 31, 2017USD ($)claim	Dec. 31, 2016USD ($)
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 439,203
Total incurred	455,725
All outstanding reserves prior to 2013, net of reinsurance	948
Reserve for unpaid losses and allocated LAE, net of reinsurance	17,470	$ 25,203
2,013
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	110,813
Total incurred	111,121
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 8
Cumulative Number of Reported Claims | claim	15,687
2,014
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 83,346
Total incurred	84,074
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 119
Cumulative Number of Reported Claims | claim	13,099
2,015
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 85,507
Total incurred	87,262
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 591
Cumulative Number of Reported Claims | claim	15,016
2,016
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 81,682
Total incurred	85,189
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 2,622
Cumulative Number of Reported Claims | claim	21,277
2,017
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 77,855
Total incurred	88,079
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 4,282
Cumulative Number of Reported Claims | claim	20,927

Reinsurance Activity - Credit R

Reinsurance Activity - Credit Risk (Details) $ in Thousands	Dec. 31, 2017USD ($)
Reinsurance activity
Balances due from Companies	$ 13,100
Allowance for uncollectible accounts	$ 0
Threshold percentage for disclosure of reinsurance recoverables	5.00%
Total
Reinsurance activity
Balances due from Companies	$ 7,350
Arch Reinsurance Co
Reinsurance activity
Balances due from Companies	1,115
R and V Versicherung AG
Reinsurance activity
Balances due from Companies	1,927
AM Best, A Rating | Partner Reinsurance
Reinsurance activity
Balances due from Companies	1,947
AM Best, A Rating | Aspen Bermuda
Reinsurance activity
Balances due from Companies	865
AM Best, A+ Rating | Everest Re
Reinsurance activity
Balances due from Companies	767
AM Best, A+ Rating | Lloyds Syndicate 2001
Reinsurance activity
Balances due from Companies	$ 729

Reinsurance Activity - Effects

Reinsurance Activity - Effects of Reinsurance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Earned
Net premiums, Earned	$ 142,298	$ 155,545	$ 162,082
Effect of reinsurance on incurred losses
Net loss and LAE incurred	94,701	89,243	99,066
Property and casualty
Written
Premiums from direct business	137,091	152,970	167,025
Reinsurance assumed	12,150	11,338	10,714
Reinsurance ceded	(12,280)	(14,962)	(17,170)
Net premiums, Written	136,961	149,346	160,569
Earned
Premiums from direct business	144,990	159,884	169,334
Reinsurance assumed	11,767	11,024	10,283
Reinsurance ceded	(14,459)	(15,363)	(17,535)
Net premiums, Earned	142,298	155,545	162,082
Effect of reinsurance on incurred losses
Loss and LAE incurred	138,358	113,494	123,017
Reinsurance recoverables	(43,657)	(24,251)	(23,951)
Net loss and LAE incurred	$ 94,701	$ 89,243	$ 99,066

Reinsurance Activity - Coverage

Reinsurance Activity - Coverage (Details) - Catastrophic coverage $ in Millions	Jan. 01, 2018USD ($)	Jul. 01, 2017	Dec. 31, 2017USD ($)item	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)item
First layer of protection
Reinsurance activity
Reinsurance in excess of retention				$ 17
Retention amount				8
Second layer of protection
Reinsurance activity
Reinsurance coverage in losses per event				30
Retention amount				25
Third layer of protection
Reinsurance activity
Reinsurance coverage in losses per event				50
Retention amount				55
ASIC
Reinsurance activity
Reinsurance in excess of retention				6.5
Retention amount				1.5
NLIC
Reinsurance activity
Retention amount				$ 8
NLC
Reinsurance activity
Number of layers of protection under reinsurance | item			3	3
Aggregate coverage in excess of retention for per event retention and sub-catastrophic event	$ 10
Retention amount per event	$ 1
Participation retained (as a percent)	17.50%			0.00%
Number of significant catastrophe experienced | item					0	0
Renewal period of reinsurance contract		2 years
Number of tornado, hail and wind storms experienced | item				16	15	12
Incurred losses				$ 38.1	$ 44	$ 35.3
Reinsurance recoverable favorable (loss)				$ 4.6	$ 10	$ 9.1
Reinsurance recoverable subscription level				100.00%	100.00%	91.00%
Reinstatement premiums				$ 1.4	$ 0.6	$ 0.2
NLC | Sub-catastrophic
Reinsurance activity
Retention amount	$ 17.5
NLC | Hurricane Harvey
Reinsurance activity
Total gross losses and LAE incurred			$ 18.2
Net exposure retention			3.4
Reinstatement premiums			$ 1.4
NLIC and ASIC
Reinsurance activity
Number of catastrophe that could be experienced with limited retention | item				1
NLIC and ASIC | Maximum
Reinsurance activity
Retention amount				$ 8

Segment and Related Informat154

Segment and Related Information (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017USD ($)	Sep. 30, 2017USD ($)	Jun. 30, 2017USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Sep. 30, 2016USD ($)	Jun. 30, 2016USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2017USD ($)segment	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Information about the revenues, operating results, goodwill and assets
Number of reportable segments | segment									4
Net interest income (expense)	$ 108,692	$ 104,980	$ 115,976	$ 92,100	$ 104,124	$ 99,170	$ 100,397	$ 93,840	$ 421,748	$ 397,531	$ 408,583
Provision for loan losses	5,453	1,260	5,853	1,705	4,347	3,990	28,876	3,407	14,271	40,620	12,715
Noninterest income	290,456	298,477	344,692	271,439	309,127	354,458	346,005	277,375	1,205,064	1,286,965	1,227,642
Noninterest expense	328,670	353,842	366,251	320,492	355,784	364,133	367,365	325,189	1,369,255	1,412,471	1,340,016
Income before income taxes	65,025	$ 48,355	$ 88,564	$ 41,342	53,120	$ 85,505	$ 50,161	$ 42,619	243,286	231,405	283,494
Goodwill	251,808				251,808				251,808	251,808
Total assets	13,365,786				12,738,062				13,365,786	12,738,062
Operating segment | Banking
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)									366,581	363,083	369,493
Provision for loan losses									14,073	40,673	12,795
Noninterest income									59,904	52,579	62,639
Noninterest expense									248,404	244,715	243,926
Income before income taxes									164,008	130,274	175,411
Goodwill	207,741				207,741				207,741	207,741
Total assets	9,558,718				9,527,518				9,558,718	9,527,518
Operating segment | Broker-Dealer
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)									43,735	31,172	32,971
Provision for loan losses									198	(53)	(80)
Noninterest income									368,421	385,766	334,495
Noninterest expense									347,314	377,524	367,812
Income before income taxes									64,644	39,467	(266)
Goodwill	7,008				7,008				7,008	7,008
Total assets	3,394,911				2,777,849				3,394,911	2,777,849
Operating segment | Mortgage Origination
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)									(915)	(11,589)	(10,423)
Noninterest income									632,388	704,126	597,163
Noninterest expense									581,899	614,741	539,257
Income before income taxes									49,574	77,796	47,483
Goodwill	13,071				13,071				13,071	13,071
Total assets	1,937,327				2,042,458				1,937,327	2,042,458
Operating segment | Insurance Segment
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)									2,861	3,164	3,187
Noninterest income									151,382	164,841	171,185
Noninterest expense									158,354	146,601	158,720
Income before income taxes									(4,111)	21,404	15,652
Goodwill	23,988				23,988				23,988	23,988
Total assets	291,639				347,252				291,639	347,252
Corporate
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)									(10,069)	(7,257)	(5,109)
Noninterest income									12,798	2	81,289
Noninterest expense									33,983	29,938	31,926
Income before income taxes									(31,254)	(37,193)	44,254
Total assets	2,106,978				2,032,749				2,106,978	2,032,749
All Other and Eliminations.
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)									19,555	18,958	18,464
Noninterest income									(19,829)	(20,349)	(19,129)
Noninterest expense									(699)	(1,048)	(1,625)
Income before income taxes									425	(343)	$ 960
Total assets	$ (3,923,787)				$ (3,989,764)				$ (3,923,787)	$ (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								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Basic earnings per share:
Income attributable to Hilltop									$ 132,544	$ 145,894	$ 209,119
Less: income applicable to participating shares										(6)	(952)
Net earnings available to Hilltop common stockholders									$ 132,544	$ 145,888	$ 208,167
Weighted average shares outstanding - basic									97,137	98,404	99,074
Basic earnings per common share (in dollars per share)	$ 0.14	$ 0.31	$ 0.64	$ 0.27	$ 0.36	$ 0.53	$ 0.32	$ 0.28	$ 1.36	$ 1.48	$ 2.10
Diluted earnings per share:
Income attributable to Hilltop									$ 132,544	$ 145,894	$ 209,119
Weighted average shares outstanding - basic									97,137	98,404	99,074
Effect of potentially dilutive securities (in shares)									216	225	888
Weighted average shares outstanding - diluted									97,353	98,629	99,962
Diluted earnings per common share (in dollars per share)	$ 0.14	$ 0.31	$ 0.63	$ 0.27	$ 0.36	$ 0.53	$ 0.32	$ 0.28	$ 1.36	$ 1.48	$ 2.09

Condensed Financial Statemen156

Condensed Financial Statements of Parent - Operations and Comp Income (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Condensed Statements of Operations and Comprehensive Income (Loss)
Interest expense	$ 24,973	$ 23,964	$ 20,330	$ 16,141	$ 14,211	$ 16,093	$ 13,805	$ 14,314	$ 85,408	$ 58,423	$ 61,255
Bargain purchase gain											81,289
Income tax benefit	51,350	18,003	25,754	15,035	17,582	33,017	18,439	14,423	110,142	83,461	70,915
Net income	$ 13,675	$ 30,352	$ 62,810	$ 26,307	$ 35,538	$ 52,488	$ 31,722	$ 28,196	133,144	147,944	212,579
Other comprehensive income (loss), net									(879)	(2,144)	1,978
Comprehensive income									132,265	145,800	214,557
Hilltop
Condensed Statements of Operations and Comprehensive Income (Loss)
Dividends from bank and bank holding company subsidiaries									53,000	87,826
Dividends from nonbank subsidiaries									41,500
Investment income									312	382	445
Interest expense									10,381	7,639	5,554
Bargain purchase gain											81,289
Other income									12,798	2
General and administrative expense									33,983	29,938	31,926
Income before income taxes, equity in undistributed earnings of subsidiaries and preferred stock activity									63,246	50,633	44,254
Income tax benefit									(15,577)	(10,077)	(9,562)
Equity in undistributed earnings of subsidiaries									54,321	87,234	158,763
Net income									133,144	147,944	212,579
Other comprehensive income (loss), net									(879)	(2,144)	1,978
Comprehensive income									$ 132,265	$ 145,800	$ 214,557

Condensed Financial Statemen157

Condensed Financial Statements of Parent - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Assets
Cash and cash equivalents	$ 486,977	$ 669,357
Investment in subsidiaries:
Other assets	549,447	613,453
Total assets	13,365,786	12,738,062
Liabilities and Stockholders' Equity
Notes payable	208,809	317,912
Stockholders' equity	1,912,081	1,870,509
Total liabilities and stockholders' equity	13,365,786	12,738,062
Hilltop
Assets
Cash and cash equivalents	96,764	118,290	$ 55,542
Investment in subsidiaries:
Bank and bank holding company subsidiaries	1,340,093	1,304,917	1,271,581
Nonbank subsidiaries	603,631	609,539	545,502
Other assets	66,490	3	32,922
Total assets	2,106,978	2,032,749	1,905,547
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses	46,442	13,929	20,419
Notes payable	148,455	148,311	148,174
Stockholders' equity	1,912,081	1,870,509	1,736,954
Total liabilities and stockholders' equity	$ 2,106,978	$ 2,032,749	$ 1,905,547

Condensed Financial Statemen158

Condensed Financial Statements of Parent - Cash flows (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Operating Activities:
Net income	$ 13,675	$ 30,352	$ 62,810	$ 26,307	$ 35,538	$ 52,488	$ 31,722	$ 28,196	$ 133,144	$ 147,944	$ 212,579
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Bargain purchase gain											(81,289)
Deferred income taxes									40,933	(9,690)	17,376
Net cash provided by (used in) operating activities									(326,303)	(183,348)	35,737
Investing Activities:
Net cash provided by (used in) investing activities									(357,961)	(493,561)	442,289
Financing Activities:
Proceeds from issuance of common stock										4,139
Payments to repurchase common stock									(27,388)		(30,028)
Proceeds from issuance of notes payable									403,136	296,993	150,078
Dividends paid on common stock									(23,140)	(5,801)
Dividends paid on preferred stock											(3,539)
Redemption of preferred stock											(114,068)
Other, net									(674)	(868)	718
Net cash provided by (used in) financing activities									480,882	698,228	(621,656)
Net change in cash and cash equivalents									(203,382)	21,319	(143,630)
Cash and cash equivalents, beginning of year				690,764				669,445	690,764	669,445	813,075
Cash and cash equivalents, end of year	487,382				690,764				487,382	690,764	$ 669,445
Supplemental Schedule of Non-Cash Activities:
Common stock issued in acquisition											200,626
Hilltop
Operating Activities:
Net income									133,144	147,944	$ 212,579
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in undistributed earnings of subsidiaries									(54,321)	(87,234)	(158,763)
Bargain purchase gain											(81,289)
Deferred income taxes									2,511	(2,063)	12,429
Other, net									(57,380)	20,812	2,443
Net cash provided by (used in) operating activities									23,954	79,459	(12,601)
Investing Activities:
Reimbursement from nonbank subsidiaries										6,000
Capital contribution to bank and bank holding company subsidiaries									(10,000)
Capital contribution to nonbank subsidiaries										(20,000)
Cash paid for acquisition											(78,217)
Other, net									(4,241)	(98)	(31)
Net cash provided by (used in) investing activities									(14,241)	(14,098)	(78,248)
Financing Activities:
Proceeds from issuance of common stock										4,139
Payments to repurchase common stock									(27,388)		(30,028)
Proceeds from issuance of notes payable											148,078
Dividends paid on common stock									(23,140)	(5,801)
Dividends paid on preferred stock											(3,539)
Redemption of preferred stock											(114,068)
Other, net									19,289	(951)
Net cash provided by (used in) financing activities									(31,239)	(2,613)	443
Net change in cash and cash equivalents									(21,526)	62,748	(90,406)
Cash and cash equivalents, beginning of year				$ 118,290				$ 55,542	118,290	55,542	145,948
Cash and cash equivalents, end of year	$ 96,764				$ 118,290				$ 96,764	$ 118,290	$ 55,542
Supplemental Schedule of Non-Cash Activities:
Common stock issued in acquisition											200,626

Condensed Financial Statemen159

Condensed Financial Statements of Parent - Cash flows- Additional Info. (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2015	Apr. 28, 2015	Apr. 09, 2015
Investing Activities
Payments for repurchase of common stock associated with the resolution of the contingency on appraisal proceedings from SWS Merger	$ 47.1
Proceeds from subsidiaries due to organizational changes	$ 20.6
Senior Notes due April 2025
Investing Activities
Interest rate (as a percent)		5.00%
Series B Preferred Stock
Investing Activities
Aggregate liquidation value			$ 114.1
Unpaid dividend			$ 0.4
Private Placement | Senior Notes due April 2025
Investing Activities
Aggregate principal amount				$ 150
Interest rate (as a percent)				5.00%

Recent Issued Accounting Standa

Recent Issued Accounting Standards (Details) - USD ($) $ in Thousands	Jan. 01, 2018	Dec. 31, 2017	Dec. 31, 2016
Recent Accounting Pronouncements
Accumulated other comprehensive income (loss)		$ (394)	$ 485
Retained earnings		$ 384,545	$ 295,568
Accounting Standards Update 2016-01 | Adjustment
Recent Accounting Pronouncements
Available-for-sale equity securities	$ 21,200
Accumulated other comprehensive income (loss)	(3,000)
Retained earnings	3,000
Accounting Standards Update 2016-01 | Adjustment | Other Assets
Recent Accounting Pronouncements
Other equity investments	$ 40,000

Selected Quarterly Financial161

Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Selected Quarterly Financial Information (Unaudited)
Interest income	$ 133,665	$ 128,944	$ 136,306	$ 108,241	$ 118,335	$ 115,263	$ 114,202	$ 108,154	$ 507,156	$ 455,954	$ 469,838
Interest expense	24,973	23,964	20,330	16,141	14,211	16,093	13,805	14,314	85,408	58,423	61,255
Net interest income	108,692	104,980	115,976	92,100	104,124	99,170	100,397	93,840	421,748	397,531	408,583
Provision for loan losses	5,453	1,260	5,853	1,705	4,347	3,990	28,876	3,407	14,271	40,620	12,715
Noninterest income	290,456	298,477	344,692	271,439	309,127	354,458	346,005	277,375	1,205,064	1,286,965	1,227,642
Noninterest expense	328,670	353,842	366,251	320,492	355,784	364,133	367,365	325,189	1,369,255	1,412,471	1,340,016
Income before income taxes	65,025	48,355	88,564	41,342	53,120	85,505	50,161	42,619	243,286	231,405	283,494
Income tax expense	51,350	18,003	25,754	15,035	17,582	33,017	18,439	14,423	110,142	83,461	70,915
Net income	13,675	30,352	62,810	26,307	35,538	52,488	31,722	28,196	133,144	147,944	212,579
Less: Net income attributable to noncontrolling interest	247	146	334	(127)	217	556	648	629	600	2,050	1,606
Income attributable to Hilltop	$ 13,428	$ 30,206	$ 62,476	$ 26,434	$ 35,321	$ 51,932	$ 31,074	$ 27,567	$ 132,544	$ 145,894	$ 210,973
Earnings per common share:
Basic (in dollars per share)	$ 0.14	$ 0.31	$ 0.64	$ 0.27	$ 0.36	$ 0.53	$ 0.32	$ 0.28	$ 1.36	$ 1.48	$ 2.10
Diluted (in dollars per share)	0.14	0.31	0.63	0.27	0.36	$ 0.53	$ 0.32	$ 0.28	1.36	1.48	$ 2.09
Cash dividends declared per common share	$ 0.06	$ 0.06	$ 0.06	$ 0.06	$ 0.06				$ 0.24	$ 0.06

Subsequent Event (Details)

Subsequent Event (Details) - USD ($) $ in Thousands	Feb. 13, 2018	Dec. 31, 2017	Dec. 31, 2016
Subsequent event
Assets		$ 13,365,786	$ 12,738,062
Deposits.		7,978,119	$ 7,063,811
Subsequent Event | BORO
Subsequent event
Aggregate purchase price, cash	$ 85,000
BORO
Subsequent event
Assets		454,000
Loans		344,000
Deposits.		$ 406,000

Schedule I - Insurance Incur163

Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net Of Reinsurance (Details) $ in Thousands	Dec. 31, 2017USD ($)claim	Dec. 31, 2016USD ($)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,017	$ 455,725
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,017	439,203
All outstanding reserves prior to 2013, net of reinsurance	948
Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance	17,470	$ 25,203
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	111,121
Total of incurred but not reported reserves plus expected development on reported claims	$ 8
Cumulative Number of Reported Claims | claim	15,687
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	110,813
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	84,074
Total of incurred but not reported reserves plus expected development on reported claims	$ 119
Cumulative Number of Reported Claims | claim	13,099
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	83,346
2,015
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,015	89,646
2,016	88,477
2,017	87,262
Total of incurred but not reported reserves plus expected development on reported claims	$ 591
Cumulative Number of Reported Claims | claim	15,016
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,015	$ 71,820
2,016	82,940
2,017	85,507
2,016
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,016	84,771
2,017	85,189
Total of incurred but not reported reserves plus expected development on reported claims	$ 2,622
Cumulative Number of Reported Claims | claim	21,277
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,016	$ 71,543
2,017	81,682
2,017
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,017	88,079
Total of incurred but not reported reserves plus expected development on reported claims	$ 4,282
Cumulative Number of Reported Claims | claim	20,927
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,017	$ 77,855