Hilltop (HTH) 10-Q 25 Oct 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 25, 2018
Document and Entity Information
Entity Registrant Name	Hilltop Holdings Inc.
Entity Central Index Key	1,265,131
Trading Symbol	hth
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		94,595,843

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Assets
Cash and due from banks	$ 405,682	$ 486,977
Federal funds sold	468	405
Assets segregated for regulatory purposes	220,115	186,578
Securities purchased under agreements to resell	164,656	186,537
Securities:
Trading, at fair value	660,314	730,685
Available for sale, at fair value (amortized cost of $893,500 and $748,255, respectively)	874,496	744,319
Held to maturity, at amortized cost (fair value of $332,388 and $349,939, respectively)	348,163	355,849
Equity, at fair value	21,555	21,241
Total securities	1,904,528	1,852,094
Loans held for sale	1,524,980	1,715,357
Non-covered loans, net of unearned income	6,796,278	6,273,669
Allowance for non-covered loan losses	(58,861)	(60,957)
Non-covered loans, net	6,737,417	6,212,712
Covered loans, net of allowance of $1,291 and $2,729, respectively	142,737	179,400
Broker-dealer and clearing organization receivables	1,491,507	1,464,378
Premises and equipment, net	236,172	177,577
FDIC indemnification asset	22,831	29,340
Covered other real estate owned	29,856	36,744
Other assets	551,758	549,447
Goodwill	291,435	251,808
Other intangible assets, net	40,394	36,432
Total assets	13,764,536	13,365,786
Deposits:
Noninterest-bearing	2,525,677	2,411,849
Interest-bearing	5,764,556	5,566,270
Total deposits	8,290,233	7,978,119
Broker-dealer and clearing organization payables	1,396,401	1,287,563
Short-term borrowings	1,216,649	1,206,424
Securities sold, not yet purchased, at fair value	179,582	232,821
Notes payable	220,192	208,809
Junior subordinated debentures	67,012	67,012
Other liabilities	430,309	470,231
Total liabilities	11,800,378	11,450,979
Commitments and contingencies (see Notes 13 and 14)
Hilltop stockholders' equity:
Common stock, $0.01 par value, 125,000,000 shares authorized; 94,593,561 and 95,982,184 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively	946	960
Additional paid-in capital	1,504,467	1,526,369
Accumulated other comprehensive loss	(14,722)	(394)
Retained earnings	448,923	384,545
Deferred compensation employee stock trust, net	860	848
Employee stock trust (10,971 and 11,672 shares, at cost, respectively)	(252)	(247)
Total Hilltop stockholders' equity	1,940,222	1,912,081
Noncontrolling interests	23,936	2,726
Total stockholders' equity	1,964,158	1,914,807
Total liabilities and stockholders' equity	$ 13,764,536	$ 13,365,786

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
CONSOLIDATED BALANCE SHEETS
Available for sale, amortized cost	$ 893,500	$ 748,255
Held to maturity, fair value	332,388	349,939
Covered loans, allowance	$ 1,291	$ 2,729
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	94,593,561	95,982,184
Common stock, shares outstanding	94,593,561	95,982,184
Employee stock trust, shares	10,971	11,672

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Interest income:
Loans, including fees	$ 113,535	$ 102,546	$ 317,403	$ 306,330
Securities borrowed	16,346	11,404	50,132	29,054
Securities:
Taxable	11,994	10,214	35,463	25,647
Tax-exempt	1,717	1,471	5,186	4,090
Other	4,734	3,309	13,542	8,370
Total interest income	148,326	128,944	421,726	373,491
Interest expense:
Deposits	12,353	6,841	31,164	16,995
Securities loaned	13,984	8,935	42,798	22,756
Short-term borrowings	7,831	4,567	18,340	9,633
Notes payable	2,702	2,680	7,636	8,320
Junior subordinated debentures	955	774	2,695	2,229
Other	160	167	484	502
Total interest expense	37,985	23,964	103,117	60,435
Net interest income	110,341	104,980	318,609	313,056
Provision (recovery) for loan losses	(371)	1,260	(1,838)	8,818
Net interest income after provision (recovery) for loan losses	110,712	103,720	320,447	304,238
Noninterest income:
Net gains from sale of loans and other mortgage production income	116,243	138,498	354,488	416,336
Mortgage loan origination fees	27,004	25,256	76,948	70,788
Securities commissions and fees	36,968	38,735	114,005	115,596
Investment and securities advisory fees and commissions	23,487	25,620	63,806	73,359
Net insurance premiums earned	34,185	34,493	102,605	106,653
Other	31,810	35,875	72,422	131,876
Total noninterest income	269,697	298,477	784,274	914,608
Noninterest expense:
Employees' compensation and benefits	205,575	209,747	588,807	611,352
Occupancy and equipment, net	29,015	29,073	84,695	84,285
Professional services	27,984	25,560	78,959	77,301
Loss and loss adjustment expenses	18,712	31,234	58,653	86,118
Other	54,425	58,228	171,316	181,529
Total noninterest expense	335,711	353,842	982,430	1,040,585
Income before income taxes	44,698	48,355	122,291	178,261
Income tax expense	7,600	18,003	26,122	58,792
Net income	37,098	30,352	96,169	119,469
Less: Net income attributable to noncontrolling interest	1,293	146	2,843	353
Income attributable to Hilltop	$ 35,805	$ 30,206	$ 93,326	$ 119,116
Earnings per common share:
Basic (in dollars per share)	$ 0.38	$ 0.31	$ 0.98	$ 1.22
Diluted (in dollars per share)	0.38	0.31	0.98	1.22
Cash dividends declared per common share	$ 0.07	$ 0.06	$ 0.21	$ 0.18
Weighted average share information:
Basic (in shares)	94,554	96,096	95,264	97,554
Diluted (in shares)	94,610	96,306	95,355	97,803

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 37,098	$ 30,352	$ 96,169	$ 119,469
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale, net of tax of $(847), $263, $(3,335) and $1,190, respectively	(2,900)	473	(11,751)	2,109
Reclassification adjustment for gains (losses) included in net income, net of tax of $7, $0, $7 and $(5), respectively	24		24	(9)
Comprehensive income	34,222	30,825	84,442	121,569
Less: comprehensive income attributable to noncontrolling interest	1,293	146	2,843	353
Comprehensive income applicable to Hilltop	$ 32,929	$ 30,679	$ 81,599	$ 121,216

CONSOLIDATED STATEMENTS OF CO_2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net unrealized gains (losses) on securities available for sale and other, tax	$ (847)	$ 263	$ (3,335)	$ 1,190
Other comprehensive income reclassification adjustment, tax	$ 7	$ 0	$ 7	$ (5)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Hilltop.	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit).	Deferred Compensation Employee Stock Trust, Net	Employee Stock Trust	Noncontrolling Interest	Total
Balance at Dec. 31, 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	119,116				119,116			353	119,469
Other comprehensive income	2,100			2,100					2,100
Stock-based compensation expense	8,396		8,396						8,396
Common stock issued to board members	327		327						327
Common stock issued to board members (in shares)		12,000
Issuance of common stock related to share-based awards, net	(2,430)	$ 3	(2,433)						(2,430)
Issuance of common stock related to share-based awards, net (in shares)		264,000
Repurchase of common stock	(74,454)	$ (29)	(53,998)		(20,427)				(74,454)
Repurchase of common stock (in shares)		(2,916,000)
Dividends on common stock	(17,384)				(17,384)				(17,384)
Deferred compensation plan	5					(63)	$ 68		5
Deferred compensation plan (in shares)							(3,000)
Net cash distributed to noncontrolling interest								(1,193)	(1,193)
Balance at Sep. 30, 2017	1,906,185	$ 959	1,525,169	2,585	376,873	840	$ (241)	3,171	1,909,356
Balance (in shares) at Sep. 30, 2017		95,904,000					12,000
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
Increase (Decrease) in Stockholders' Equity
Net income	93,326				93,326			2,843	96,169
Other comprehensive income	(11,727)			(11,727)					(11,727)
Stock-based compensation expense	6,725		6,725						6,725
Common stock issued to board members	513		513						513
Common stock issued to board members (in shares)		22,000
Issuance of common stock related to share-based awards, net	(1,808)	$ 3	(1,811)						(1,808)
Issuance of common stock related to share-based awards, net (in shares)		292,000
Repurchase of common stock	(38,821)	$ (17)	(27,329)		(11,475)				$ (38,821)
Repurchase of common stock (in shares)		(1,702,000)							(1,702,696)
Dividends on common stock	(20,074)				(20,074)				$ (20,074)
Deferred compensation plan	7					12	$ (5)		7
Deferred compensation plan (in shares)							(1,000)
Adoption of accounting standards (Note 2)				(2,601)	2,601
Net cash contributed from noncontrolling interest								18,367	18,367
Balance at Sep. 30, 2018	$ 1,940,222	$ 946	$ 1,504,467	$ (14,722)	$ 448,923	$ 860	$ (252)	$ 23,936	$ 1,964,158
Balance (in shares) at Sep. 30, 2018		94,594,000					11,000

CONSOLIDATED STATEMENTS OF ST_2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Cash dividends declared per common share	$ 0.07	$ 0.06	$ 0.21	$ 0.18

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Operating Activities
Net income	$ 96,169	$ 119,469
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision (recovery) for loan losses	(1,838)	8,818
Depreciation, amortization and accretion, net	3,558	(11,300)
Net realized gains on securities		(14)
Net change in fair value of equity securities	396
Deferred income taxes	653	6,013
Other, net	6,355	8,540
Net change in securities purchased under agreements to resell	21,881	(45,224)
Net change in trading securities	70,371	(410,877)
Net change in broker-dealer and clearing organization receivables	(42,516)	(157,908)
Net change in FDIC indemnification asset		24,637
Net change in other assets	39,208	(35,967)
Net change in broker-dealer and clearing organization payables	85,409	223,043
Net change in other liabilities	(79,283)	(100,970)
Net change in securities sold, not yet purchased	(53,239)	19,620
Proceeds from sale of mortgage servicing rights asset	9,303	17,499
Net gains from sales of loans	(354,488)	(416,336)
Loans originated for sale	(11,148,919)	(11,251,438)
Proceeds from loans sold	11,665,782	11,520,363
Net cash provided by (used in) operating activities	318,802	(482,032)
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity	36,729	42,185
Proceeds from sales, maturities and principal reductions of securities available for sale	190,266	248,578
Proceeds from sales, maturities and principal reductions of equity securities	3
Purchases of securities held to maturity	(29,377)	(58,831)
Purchases of securities available for sale	(276,710)	(415,282)
Purchases of equity securities	(719)
Net change in loans	(113,918)	(206,362)
Purchases of premises and equipment and other assets	(60,473)	(20,093)
Proceeds from sales of premises and equipment and other real estate owned	18,440	27,333
Net cash received from (paid for) Federal Home Loan Bank and Federal Reserve Bank stock	(5,447)	14,540
Net cash paid for acquisition	(63,245)
Net cash used in investing activities	(304,451)	(367,932)
Financing Activities
Net change in deposits	(40,850)	547,163
Net change in short-term borrowings	10,225	59,912
Proceeds from notes payable	455,776	285,806
Payments on notes payable	(444,312)	(303,472)
Payments to repurchase common stock	(38,821)	(27,388)
Dividends paid on common stock	(20,074)	(17,384)
Net cash contributed from (distributed to) noncontrolling interest	18,367	(1,193)
Taxes paid on employee stock awards netting activity	(1,806)	(2,431)
Other, net	(551)	(501)
Net cash provided by (used in) financing activities	(62,046)	540,512
Net change in cash and cash equivalents	(47,695)	(309,452)
Cash and cash equivalents, beginning of period	673,960	871,757
Cash and cash equivalents, end of period	626,265	562,305
Reconciliation of Cash, Cash Equivalents and Restricted Cash to Consolidated Balance Sheets
Total cash, cash equivalents and restricted cash	673,960	871,757
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	101,402	57,504
Cash paid for income taxes, net of refunds	5,806	69,863
Supplemental Schedule of Non-Cash Activities
Construction in progress related to build-to-suit lease obligations	23,773
Conversion of loans to other real estate owned	5,868	8,319
Additions to mortgage servicing rights	$ 21,090	$ 8,429

Summary of Significant Accounti

Summary of Significant Accounting and Reporting Policies	9 Months Ended
	Sep. 30, 2018
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 August 1, 2018, the Company acquired privately-held, Houston-based The Bank of River Oaks (“BORO”) in an all-cash transaction (the “BORO Acquisition”). Pursuant to the terms of the definitive agreement, the Company paid cash in the aggregate amount of $85 million to the shareholders and option holders of BORO. Based on preliminary purchase date valuations, the fair value of the assets acquired was $434.8 million, including $326.6 million in loans, while the fair value of liabilities assumed was $389.4 million, consisting primarily of $376.4 million in deposits. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses, the fair values of financial instruments, the amounts receivable from the Federal Deposit Insurance Corporation (the “FDIC”) under loss-share agreements (the “FDIC Indemnification Asset”), reserves for losses and loss adjustment expenses (“LAE”), the mortgage loan indemnification liability, and the potential impairment of assets are particularly subject to change. The Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements. As discussed in Note 3 to the consolidated financial statements, the BORO Acquisition purchase date valuations associated with loans, intangibles and taxes are considered preliminary because management’s review and approval of certain key assumptions is not complete. Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in Hilltop Opportunity Partners LLC, formerly known as 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 (“VIE”) Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) because the primary beneficiaries of the Trusts are not within the consolidated group. Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Hilltop Securities Independent Network Inc. (“HTS Independent Network”) (collectively, the “Hilltop Broker-Dealers”) and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the SEC and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA, and First Southwest Asset Management, LLC is a registered investment adviser under the Investment Advisers Act of 1940. Hilltop also owns 100% of NLC, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”). In addition, Hilltop owns 100% of the membership interest in each of HTH Hillcrest Project LLC and Hilltop Investments I, LLC. Hilltop Investments I, LLC owns 50% of the membership interest in HTH Diamond Hillcrest Land LLC which is consolidated under the aforementioned VIE Subsections of the ASC. These entities are related to the Hilltop Plaza investment discussed in detail in Note 13 to the consolidated financial statements. 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, including reclassifications due to the adoption of new accounting pronouncements. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC. Significant accounting policies are detailed in Note 1 to the consolidated financial statements included in the Company’s 2017 Form 10-K. As a result of the adoption of Accounting Standards Update (“ASU”) 2016-01 and ASU 2016-18, the Company has updated its accounting policies related to securities and cash flow reporting, respectively, as presented below. 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. Debt 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. Debt securities available for sale are carried at fair value. Unrealized holding gains and losses on debt 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. Equity securities are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Equity securities that do not have readily determinable fair values are initially recorded at cost and are remeasured when there is (i) an observable transaction involving the same investment, (ii) an observable transaction involving a similar investment from the same issuer or (iii) an impairment. These remeasurements are reflected in the consolidated statements of operations. 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 debt 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. Cash Flow Reporting For the purpose of presentation in the consolidated statements of cash flows, cash, cash equivalents and restricted cash are defined as the amounts included in the consolidated balance sheet captions “Cash and due from banks”, “Federal funds sold” and “Assets segregated for regulatory purposes.” Cash equivalents have original maturities of three months or less.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	9 Months Ended
	Sep. 30, 2018
Recently Issued Accounting Standards
Recently Issued Accounting Standards	2. Recently Issued Accounting Standards Adoption of New Accounting Standards In June 2018, FASB issued ASU 2018-07 which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company early adopted the amendment as of July 1, 2018, which did not have a significant effect on its consolidated financial statements. In February 2018, FASB issued ASU 2018-02 to help organizations address certain stranded income tax effects in accumulated other comprehensive income (“AOCI”) resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Legislation”). The amendment provides 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. As permitted within the amendment, the Company elected to early adopt and apply the provisions of this amendment as of January 1, 2018. The adoption of the amendment resulted in a reclassification of $0.1 million from AOCI to retained earnings, representing an increase to retained earnings. This reclassification is included within the adoption of accounting standards line item in the consolidated statements of stockholders’ equity. 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 adopted the amendments as of January 1, 2018, which did not have a significant 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 adopted the amendment as of January 1, 2018 and will prospectively apply its provisions. In November 2016, FASB issued ASU 2016-18 which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. We have adopted the requirements of the new standard as of January 1, 2018. As a result, assets segregated for regulatory purposes, which consist of cash and cash equivalents, are now included in the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for the nine months ended September 30, 2018 and 2017. Furthermore, the consolidated statements of cash flows now include disclosure of the line items in the consolidated balance sheets which make up cash, cash equivalents and restricted cash. The quarterly reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018, filed with the SEC on April 26, 2018 and July 26, 2018, respectively, incorrectly included the change in assets segregated for regulatory purposes in the operating section of the statements of cash flows. Previously disclosed net changes in assets segregated for regulatory purposes of ($11.6) million and $58.2 million for the three months ended March 31, 2018 and six months ended June 30, 2018, respectively, should have been excluded from the cash flows from operating activities and the beginning-of-period and end-of-period balances of assets segregated for regulatory purposes should have been included in total cash, cash equivalents and restricted cash. Accordingly, net cash provided by operating activities for the three months ended March 31, 2018, originally reported as $173.9 million, should have been $185.5 million, and net cash used in operating activities for the six months ended June 30, 2018, originally reported as ($261.2) million, should have been ($319.4) million. Management has evaluated the quantitative and qualitative impact of the error to previously issued unaudited consolidated statements of cash flows and concluded that the previously issued consolidated financial statements were not materially misstated. However, management has elected to revise the unaudited consolidated statements of cash flows for each of the three months ended March 31, 2018 and six months ended June 30, 2018 in its future filings in order to correctly reflect the change in presentation of assets segregated for regulatory purposes. The balance of assets segregated for regulatory purposes was $186.6 million, $198.2 million and $128.4 million at January 1, 2018 (the date of adoption), March 31, 2018 and June 30, 2018, respectively. The correction had no impact on the Company’s financial condition or results of operations for the periods presented. In October 2016, FASB issued ASU 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 amendment was 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 adopted the amendment as of January 1, 2018, which did not have a significant effect on its 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 adopted the amendments as of January 1, 2018, which did not have a significant effect on the Company’s consolidated financial statements. In January 2016, FASB issued ASU 2016-01 related to financial instruments and subsequently issued technical corrections to the amendment in ASU 2018-03. The amendments require that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The amendments also impact financial liabilities under the Fair Value Option and the presentation and disclosure requirements for financial instruments and modify the required process used to evaluate deferred tax assets on available for sale securities. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted the amendments as of January 1, 2018, which resulted in $21.2 million of securities being reclassified from available for sale to equity within the consolidated balance sheets consistent with the provisions of the amendments, while certain other equity investments of $42.8 million are included in other assets within the consolidated balance sheets at September 30, 2018. The adoption of the amendments also resulted in $2.5 million being reclassified from accumulated other comprehensive income to retained earnings, representing an increase to retained earnings as of January 1, 2018. This reclassification is included within the adoption of accounting standards line item in the consolidated statement of stockholders’ equity. All subsequent changes in fair value related to these equity investments will be recognized in net income. Additionally, the enhanced disclosures required by the amendments are included within the notes to the consolidated financial statements, including the disclosure of the fair value of the loan portfolio using an exit price method instead of the prior discounted cash flow method. These disclosure changes did not have a significant effect on the Company’s consolidated financial statements. On January 1, 2018, the Company adopted the provisions of ASC 606, Revenue from Contracts with Customers , using the 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 new standard outlines a single comprehensive model for entities to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Revenue from the Company’s mortgage origination and insurance segments are not in the scope of the new guidance, while certain revenue from contracts with customers within the broker-dealer and banking segments are subject to the new guidance. The revenue recognition policies within the Company’s broker-dealer segment were affected upon adoption of ASC 606. 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 these revenues to be recognized 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 these revenues and expenses to be recognized on a gross basis. These changes did not have a material effect on the Company’s consolidated financial statements during the three and nine months ended September 30, 2018. 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 Company’s broker-dealer segment has six primary lines of business: (i) public finance, (ii) capital markets, (iii) retail, (iv) structured finance, (v) clearing services and (vi) securities lending. Revenue from contracts with customers subject to the guidance in ASC 606 from the broker-dealer segment is included within the securities commissions and fees and investment and securities advisory fees and commissions line items within the consolidated statements of operations. Commissions and fees revenue is generally recognized at a point in time upon the delivery of contracted services based on a predefined contractual amount or on the trade date for trade execution services based on prevailing market prices and internal and regulatory guidelines. The Company’s banking segment has three primary lines of business: (i) business banking, (ii) personal banking and (iii) wealth and investment management. Revenue from contracts with customers subject to the guidance in ASC 606 from the banking segment (certain retail and trust fees) is included within the other noninterest income line item within the consolidated statements of operations. Retail and trust fees are generally recognized at the time the related transaction occurs or when services are completed. Fees are based on the dollar amount of the transaction or are otherwise predefined in contracts associated with each customer account depending on the type of account and services provided. There were no material changes to the revenue recognition policies of the banking segment upon adoption. Accounting Standards Issued But Not Yet Adopted In August 2018, FASB issued ASU 2018-15 which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software licenses). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The amendment also includes presentation and disclosure provisions regarding capitalized implementation costs. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the provisions of the amendment and the impact on its future consolidated financial statements. In August 2018, FASB issued ASU 2018-13 which includes various removals, modifications and additions to existing guidance regarding fair value disclosures. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the provisions of the amendments but does not expect the amendments to have a material impact on its future consolidated financial statements. In July 2018, FASB issued ASU 2018-09 which clarifies, corrects and makes minor improvements to a wide variety of topics in the ASC. The amendments make the ASC easier to understand and apply by eliminating inconsistencies and providing clarifications. The transition and effective dates are based on the facts and circumstances of each amendment, with some amendments becoming effective upon issuance of the ASU, and others becoming effective for annual periods beginning after December 15, 2018. Those amendments that were effective upon issuance of the ASU did not have a significant impact on the Company’s consolidated financial statements. The Company is currently evaluating the impact of the adoption of the other amendments on its future consolidated financial statements. In August 2017, FASB issued ASU 2017-12 which provides targeted improvements to accounting for hedging activities. The purpose of the amendment is to better align a company’s risk management activities with its financial reporting for hedging relationships, to simplify the hedge accounting requirements and to improve the disclosures of hedging arrangements. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, and all transition requirements and elections should be applied to hedging relationships existing on the date of adoption. The Company has not historically applied hedge accounting to its derivative transactions. However, the Company is currently evaluating the provisions of the amendment and the impact, if any, on its future 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. The new standard, which is codified in ASC 326, Financial Instruments – Credit Losses , 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 new standard 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 new standard is 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 new standard early. The Company’s cross-functional team has begun the implementation of new credit forecasting models and a credit scoring system that will be utilized to estimate the likelihood of default and loss severity as a part of its credit loss estimation methodology in accordance with the new standard. In addition, the Company continues to identify and assess key interpretive policy issues, as well as design and build new or modified policies and procedures that will be used to calculate its credit loss reserves. However, the magnitude of the change in allowance for loan losses upon adoption 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 and subsequently issued amendments and technical corrections in ASU 2018-01, ASU 2018-10 and ASU 2018-11. The new standard, which is codified in ASC 842, Leases , 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 new standard is 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 date of adoption which is January 1, 2019 for calendar year-end entities. The Company’s implementation efforts are ongoing, including the installation of an enhanced technology 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 in the 2017 Form 10-K. Upon implementation, the balance sheet effects of the new lease accounting standard will also impact regulatory capital ratios, performance ratios, and other measures which are dependent upon asset or liability balances. The Company expects to record operating lease liabilities in the range of approximately $105 million to $125 million and right-to-use assets in the range of approximately $100 million to $120 million upon adoption of the new standard. However, the population of contracts subject to balance sheet recognition, their initial measurement and the expected impact to the aforementioned balances and measures remain under evaluation.

Acquisition

Acquisition	9 Months Ended
	Sep. 30, 2018
Acquisition
Acquisition	3. Acquisition BORO Acquisition On August 1, 2018, the Company completed its acquisition of BORO in an $85 million all-cash transaction as discussed in Note 1 to the consolidated financial statements. The operations of BORO are included in the Bank’s operating results beginning August 1, 2018. BORO’s results of operations prior to the acquisition date are not included in the Company’s consolidated operating results. The BORO Acquisition 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 resulting preliminary fair values of the identifiable assets acquired and liabilities assumed from BORO at August 1, 2018 are summarized in the following table (in thousands). Cash and due from banks $ 21,756 Securities 60,477 Non-covered loans, net 326,618 Other assets 25,912 Total identifiable assets acquired 434,763 Deposits 376,393 Short-term borrowings 10,000 Other liabilities 2,996 Total liabilities assumed 389,389 Net identifiable assets acquired 45,374 Preliminary goodwill resulting from the acquisition 39,627 Net assets acquired $ 85,001 The preliminary goodwill of $39.6 million resulting from the acquisition represents the inherent long-term value expected from the business opportunities created from combining BORO with the Company. The Company used significant estimates and assumptions to value the identifiable assets acquired and liabilities assumed. Because management’s review and approval of certain key assumptions is not yet complete, the purchase date valuations related to loans, intangibles and taxes are considered preliminary and are subject to change for up to one year after the acquisition date. While the Company is in the process of finalizing its purchase price allocation, significant changes are not anticipated. The amount of goodwill recorded in connection with the Company’s acquisition of BORO is not deductible for tax purposes. Included within the fair value of other assets in the table above are identifiable core deposits intangible assets recorded in connection with the BORO Acquisition of $10.0 million. During both the three and nine months ended September 30, 2018, transaction- and integration-related expenses of $6.6 million associated with the BORO Acquisition are included in noninterest expense within the consolidated statement of operations. Such expenses were for professional services and other incremental employee costs associated with the integration of BORO’s operations. In connection with the BORO Acquisition, the Company acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan losses. Acquired loans were segregated between those considered to be purchased credit impaired (“PCI”) loans and those without credit impairment at acquisition. The following table presents details on acquired loans at the acquisition date (in thousands). Loans, excluding PCI Total PCI Loans Loans Loans Commercial and industrial $ 98,259 $ 2,127 $ Real estate 174,675 5,389 Construction and land development 37,134 — 37,134 Consumer 9,021 13 9,034 Total $ 319,089 $ 7,529 $ The following table presents information about the PCI loans at acquisition (in thousands). Contractually required principal and interest payments $ 10,730 Nonaccretable difference 2,859 Cash flows expected to be collected 7,871 Accretable difference 342 Fair value of loans acquired with a deterioration of credit quality $ 7,529 The following table presents information about the acquired loans without credit impairment at acquisition (in thousands). Contractually required principal and interest payments $ 381,551 Contractual cash flows not expected to be collected 15,286 Fair value at acquisition 319,089

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2018
Fair Value Measurements
Fair Value Measurements	4. Fair Value Measurements Fair Value Measurements and Disclosures The Company determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions. The Fair Value Topic includes a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below. · Level 1 Inputs : Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. · Level 2 Inputs : Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, yield curves, prepayment speeds, default rates, credit risks and loss severities), and inputs that are derived from or corroborated by market data, among others. · Level 3 Inputs : Unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others . Fair Value Option The Company has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and retained mortgage servicing rights (“MSR”) asset at fair value, under the provisions of the Fair Value Option. The Company elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. At September 30, 2018 and December 31, 2017, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $1.39 billion and $1.58 billion, respectively, and the unpaid principal balance of those loans was $1.35 billion and $1.53 billion, respectively. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations. The Company holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of the Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined primarily using Level 2 inputs. Those inputs include quotes from mortgage loan investors and derivatives dealers and data from independent pricing services. The fair value of loans held for sale is determined using an exit price method. The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands). Level 1 Level 2 Level 3 Total September 30, 2018 Inputs Inputs Inputs Fair Value Trading securities $ 2,341 $ 657,973 $ — $ 660,314 Available for sale securities — 874,496 — 874,496 Equity securities 21,555 — — 21,555 Loans held for sale — 1,333,257 54,365 1,387,622 Derivative assets — 45,979 — 45,979 MSR asset — — 68,804 68,804 Securities sold, not yet purchased 116,965 62,617 — 179,582 Derivative liabilities — 15,291 — 15,291 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 — 744,319 — 744,319 Equity securities 21,241 — — 21,241 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 The following tables include a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands). Total Gains or Losses (Realized or Unrealized) Balance at Included in Other Beginning of Purchases/ Sales/ Included in Comprehensive Balance at Period Additions Reductions Net Income Income (Loss) End of Period Three months ended September 30, 2018 Loans held for sale $ 40,781 $ 19,156 $ (4,614) $ (958) $ — $ 54,365 MSR asset 57,373 11,361 — 70 — 68,804 Total $ 98,154 $ 30,517 $ (4,614) $ (888) $ — $ 123,169 Nine months ended September 30, 2018 Loans held for sale $ 36,972 $ 39,706 $ (17,127) $ (5,186) $ — $ 54,365 MSR asset 54,714 21,090 (9,303) 2,303 — 68,804 Total $ 91,686 $ 60,796 $ (26,430) $ (2,883) $ — $ 123,169 Three months ended September 30, 2017 Loans held for sale 30,037 8,881 (5,685) (1,688) — 31,545 MSR asset 43,580 5,939 — (1,753) — 47,766 Total $ 73,617 $ 14,820 $ (5,685) $ (3,441) $ — $ 79,311 Nine months ended September 30, 2017 Loans held for sale 35,801 25,384 (23,108) (6,532) — 31,545 MSR asset 61,968 8,429 (17,499) (5,132) — 47,766 Total $ 97,769 $ 33,813 $ (40,607) $ (11,664) $ — $ 79,311 All net realized and unrealized gains (losses) in the tables above are reflected in the accompanying consolidated financial statements. The unrealized gains (losses) relate to financial instruments still held at September 30, 2018. For Level 3 financial instruments measured at fair value on a recurring basis at September 30, 2018, 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 92 - 96 % ( 95 %) MSR asset Discounted cash flows Constant prepayment rate 9.15 % Discount rate 11.11 % The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing is measured using Level 3 inputs. The fair value of such loans is generally based upon estimates of expected cash flows using unobservable inputs, including listing prices of comparable assets, uncorroborated expert opinions, and/or management’s knowledge of underlying collateral. The 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 8 to the consolidated financial statements. 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). Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ (20,417) $ — $ (20,417) $ (4,443) $ — $ (4,443) MSR asset 70 — 70 (1,753) — (1,753) Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ (12,693) $ — $ (12,693) $ 26,650 $ — $ 26,650 MSR asset 2,303 — 2,303 (5,132) — (5,132) The Company also determines the fair value of certain assets and liabilities on a non-recurring basis. In addition, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. Assets and liabilities measured on a non-recurring basis include the items discussed below. Impaired Loans — The Company reports 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, $73.5 million and $7.5 million were acquired by the Company upon completion of the merger with PCC (the “PlainsCapital Merger”), the FDIC-assisted transaction whereby the Bank acquired certain assets and assumed certain liabilities of Edinburg, Texas-based First National Bank (“FNB”) on September 13, 2013 (the “FNB Transaction”), the acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction (the "SWS Merger"), whereby SWS’s banking subsidiary, Southwest Securities, FSB, was merged into the Bank, and the BORO Acquisition, respectively (collectively, the “Bank Transactions”). Substantially all PCI loans acquired in the FNB Transaction were covered by FDIC loss-share agreements. The fair value of PCI loans was determined using Level 3 inputs, including estimates of expected cash flows that incorporated significant unobservable inputs regarding default rates, loss severity rates assuming default, prepayment speeds on acquired loans accounted for in pools (“Pooled Loans”), and estimated collateral values. At September 30, 2018, estimates for these significant unobservable inputs were as follows. PCI Loans PlainsCapital FNB SWS BORO Merger Transaction Merger Acquisition Weighted average default rate % % % % Weighted average loss severity rate % % % % Weighted average prepayment speed % % % % At September 30, 2018, the resulting weighted average expected loss on PCI loans associated with the PlainsCapital Merger, FNB Transaction, SWS Merger and BORO Acquisition was 55%, 5%, 20% and 26%, respectively. The Company obtains updated appraisals of the fair value of collateral securing impaired collateral-dependent loans at least annually, in accordance with regulatory guidelines. The Company also reviews the fair value of such collateral on a quarterly basis. If the quarterly review indicates that the fair value of the collateral may have deteriorated, the Company orders an updated appraisal of the fair value of the collateral. Because the Company obtains updated appraisals when evidence of a decline in the fair value of collateral exists, it typically does not adjust appraised values. Other Real Estate Owned — The Company determines fair value primarily using independent appraisals of other real estate owned (“OREO”) properties. The resulting fair value measurements are classified as Level 2 inputs. In the FNB Transaction, the Bank acquired OREO of $135.2 million, all of which were covered by FDIC loss-share agreements. At September 30, 2018 and December 31, 2017, the estimated fair value of covered OREO was $29.9 million and $36.7 million, respectively, and the underlying fair value measurements utilized Level 2 inputs. The fair value of non-covered OREO at September 30, 2018 and December 31, 2017 was $2.7 million and $3.9 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 Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended September 30, Nine Months Ended September 30, September 30, 2018 Inputs Inputs Inputs Fair Value 2018 2017 2018 2017 Non-covered impaired loans $ — $ — $ 17,749 $ 17,749 $ (15) $ 793 $ (1,486) $ 323 Covered impaired loans — — 63,194 63,194 683 (787) 1,429 (1,764) Non-covered other real estate owned — 529 — 529 (91) (135) (167) (258) Covered other real estate owned — 19,555 — 19,555 (303) (388) (2,027) (2,523) 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. In accordance with ASU 2016-01, effective January 1, 2018, the fair values of non-covered and covered loans are measured using an exit price method. There have been no other changes to the methods for determining estimated fair value for financial assets and liabilities as described in detail in Note 3 to the consolidated financial statements included in the Company’s 2017 Form 10-K. The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands). Estimated Fair Value Carrying Level 1 Level 2 Level 3 September 30, 2018 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 406,150 $ 406,150 $ — $ — $ 406,150 Assets segregated for regulatory purposes 220,115 220,115 — — 220,115 Securities purchased under agreements to resell 164,656 — 164,656 — 164,656 Held to maturity securities 348,163 — 332,388 — 332,388 Loans held for sale 137,358 — 137,358 — 137,358 Non-covered loans, net 6,737,417 — 593,276 6,240,441 6,833,717 Covered loans, net 142,737 — — 217,503 217,503 Broker-dealer and clearing organization receivables 1,491,507 — 1,491,507 — 1,491,507 FDIC indemnification asset 22,831 — — 22,831 22,831 Other assets 70,998 — 69,940 1,058 70,998 Financial liabilities: Deposits 8,290,233 — 8,279,098 — 8,279,098 Broker-dealer and clearing organization payables 1,396,401 — 1,396,401 — 1,396,401 Short-term borrowings 1,216,649 — 1,216,649 — 1,216,649 Debt 287,204 — 284,921 — 284,921 Other liabilities 6,032 — 6,032 — 6,032 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 Assets segregated for regulatory purposes 186,578 186,578 — — 186,578 Securities purchased under agreements to resell 186,537 — 186,537 — 186,537 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 The Company held equity investments other than securities of $42.8 million and $38.7 million at September 30, 2018 and December 31, 2017, respectively, which are included within other assets in the consolidated balance sheets. Of the $42.8 million of such equity investments held at September 30, 2018, $26.4 million do not have readily determinable fair values and each is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The following table presents the adjustments to the carrying value of these investments (in thousands). Three months ended, Nine months ended, September 30, 2018 September 30, 2018 Balance, beginning of period $ 26,151 $ 22,946 Additional investments — 1,411 Upward adjustments 265 3,642 Impairments and downward adjustments (1) (1,584) Dispositions — — Balance, end of period $ 26,415 $ 26,415

Securities

Securities	9 Months Ended
	Sep. 30, 2018
Securities
Securities	5. Securities The fair value of trading securities is summarized as follows (in thousands). September 30, December 31, 2018 2017 U.S. Treasury securities $ 2,328 $ — U.S. government agencies: Bonds 30,223 52,078 Residential mortgage-backed securities 360,091 372,817 Commercial mortgage-backed securities 5,781 6,125 Collateralized mortgage obligations 35,708 5,122 Corporate debt securities 74,249 96,182 States and political subdivisions 119,751 170,413 Unit investment trusts 24,013 22,612 Private-label securitized product 4,806 1,631 Other 3,364 3,705 Totals $ 660,314 $ 730,685 The Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $179.6 million and $232.8 million at September 30, 2018 and December 31, 2017, 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 September 30, 2018 Cost Gains Losses Fair Value U.S. Treasury securities $ 18,314 $ — $ (150) $ 18,164 U.S. government agencies: Bonds 80,879 326 (858) 80,347 Residential mortgage-backed securities 379,759 81 (10,627) 369,213 Commercial mortgage-backed securities 11,760 34 (205) 11,589 Collateralized mortgage obligations 290,576 213 (7,614) 283,175 Corporate debt securities 56,647 277 (507) 56,417 States and political subdivisions 55,565 477 (451) 55,591 Totals $ 893,500 $ 1,408 $ (20,412) $ 874,496 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 Totals $ 748,255 $ 4,603 $ (8,539) $ 744,319 Held to Maturity Amortized Unrealized Unrealized September 30, 2018 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 39,017 $ — $ (2,283) $ 36,734 Residential mortgage-backed securities 22,804 — (605) 22,199 Commercial mortgage-backed securities 87,296 5 (3,065) 84,236 Collateralized mortgage obligations 148,399 — (7,264) 141,135 States and political subdivisions 50,647 17 (2,580) 48,084 Totals $ 348,163 $ 22 $ (15,797) $ 332,388 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 Additionally, the Company had unrealized net gains of $0.1 million and $1.6 million from equity securities with fair values of $21.6 million and $21.2 million held at September 30, 2018 and December 31, 2017, respectively. The Company recognized net gains of $0.1 million during the three months ended September 30, 2018, and net losses of $0.4 million during the nine months ended September 30, 2018, due to changes in the fair value of equity securities still held at the balance sheet date. During the three and nine months ended September 30, 2018, net gains recognized from equity securities sold were nominal. Information regarding available for sale, held to maturity and equity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands). September 30, 2018 December 31, 2017 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 5 $ 12,855 $ 91 6 $ 15,449 $ 69 Unrealized loss for twelve months or longer 4 5,309 59 1 4,150 34 9 18,164 150 7 19,599 103 U.S. government agencies: Bonds: Unrealized loss for less than twelve months 10 33,051 152 10 83,476 366 Unrealized loss for twelve months or longer 2 20,192 705 — — — 12 53,243 857 10 83,476 366 Residential mortgage-backed securities: Unrealized loss for less than twelve months 37 219,163 3,721 15 121,968 820 Unrealized loss for twelve months or longer 18 130,927 6,906 11 93,358 2,920 55 350,090 10,627 26 215,326 3,740 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 1 2,882 9 1 5,048 48 Unrealized loss for twelve months or longer 1 4,883 196 — — — 2 7,765 205 1 5,048 48 Collateralized mortgage obligations: Unrealized loss for less than twelve months 19 86,977 1,383 16 90,886 819 Unrealized loss for twelve months or longer 25 126,497 6,231 17 80,492 3,323 44 213,474 7,614 33 171,378 4,142 Corporate debt securities: Unrealized loss for less than twelve months 29 34,933 432 1 5,073 25 Unrealized loss for twelve months or longer 1 1,923 76 — — — 30 36,856 508 1 5,073 25 States and political subdivisions: Unrealized loss for less than twelve months 80 28,786 182 9 6,981 97 Unrealized loss for twelve months or longer 11 6,100 269 9 2,876 18 91 34,886 451 18 9,857 115 Total available for sale: Unrealized loss for less than twelve months 181 418,647 5,970 58 328,881 2,244 Unrealized loss for twelve months or longer 62 295,831 14,442 38 180,876 6,295 243 $ 714,478 $ 20,412 96 $ 509,757 $ 8,539 September 30, 2018 December 31, 2017 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 $ 5,674 $ 326 1 $ 5,950 $ 50 Unrealized loss for twelve months or longer 3 31,060 1,957 3 31,877 1,138 4 36,734 2,283 4 37,827 1,188 Residential mortgage-backed securities: Unrealized loss for less than twelve months 4 22,199 605 — — — Unrealized loss for twelve months or longer — — — — — — 4 22,199 605 — — — Commercial mortgage-backed securities: Unrealized loss for less than twelve months 11 40,122 1,057 7 39,396 271 Unrealized loss for twelve months or longer 7 37,325 2,008 2 12,659 464 18 77,447 3,065 9 52,055 735 Collateralized mortgage obligations: Unrealized loss for less than twelve months 7 16,262 519 10 37,064 264 Unrealized loss for twelve months or longer 18 124,873 6,745 12 128,270 3,705 25 141,135 7,264 22 165,334 3,969 States and political subdivisions: Unrealized loss for less than twelve months 55 23,981 681 22 11,079 71 Unrealized loss for twelve months or longer 51 19,179 1,899 46 18,598 688 106 43,160 2,580 68 29,677 759 Total held to maturity: Unrealized loss for less than twelve months 78 108,238 3,188 40 93,489 656 Unrealized loss for twelve months or longer 79 212,437 12,609 63 191,404 5,995 157 $ 320,675 $ 15,797 103 $ 284,893 $ 6,651 Equity Common and preferred stock: Unrealized loss for less than twelve months — — — 1 944 13 Unrealized loss for twelve months or longer — — — 1 6,800 103 — $ — $ — 2 $ 7,744 $ 116 During the three and nine months ended September 30, 2018 and 2017, the Company did not record any OTTI. While some of the securities held in the Company’s investment portfolio have decreased in value since the date of acquisition, the severity of loss and the duration of the loss position are not significant enough to warrant recording any 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 to sell, nor does the Company believe that it is 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 equity securities, at September 30, 2018 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 $ 49,477 $ 49,466 $ 1,398 $ 1,396 Due after one year through five years 104,633 103,861 25,735 24,447 Due after five years through ten years 34,663 34,218 4,914 4,769 Due after ten years 22,632 22,974 57,617 54,206 211,405 210,519 89,664 84,818 Residential mortgage-backed securities 379,759 369,213 22,804 22,199 Collateralized mortgage obligations 290,576 283,175 148,399 141,135 Commercial mortgage-backed securities 11,760 11,589 87,296 84,236 $ 893,500 $ 874,496 $ 348,163 $ 332,388 The Company realized net gains from its trading portfolio of $3.2 million and $5.8 million during the three months ended September 30, 2018 and 2017, respectively, and $5.1 million and $18.7 million during the nine months ended September 30, 2018 and 2017, respectively. In addition, the Hilltop Broker-Dealers realized net gains from structured product trading activities of $12.2 million and $21.8 million during the three months ended September 30, 2018 and 2017, respectively, and $29.7 million and $38.8 million during the nine months ended September 30, 2018 and 2017, respectively. All such realized net gains are recorded as a component of other noninterest income within the consolidated statements of operations. Securities with a carrying amount of $571.3 million and $738.5 million (with a fair value of $552.4 million and $730.1 million, respectively) at September 30, 2018 and December 31, 2017, respectively, were pledged by the Bank to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law. Substantially all of these pledged securities were included in our available for sale and held to maturity securities portfolios at September 30, 2018 and December 31, 2017. Mortgage-backed securities and collateralized mortgage obligations consist primarily of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States. At September 30, 2018 and December 31, 2017, NLC had investments on deposit in custody for various state insurance departments with aggregate carrying values of $12.1 million and $9.3 million, respectively.

Non-Covered Loans and Allowance

Non-Covered Loans and Allowance for Non-Covered Loan Losses	9 Months Ended
	Sep. 30, 2018
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Non-Covered Loans and Allowance for Non-Covered Loan Losses	6. 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 7 to the consolidated financial statements. Non-covered loans summarized by portfolio segment are as follows (in thousands). September 30, December 31, 2018 2017 Commercial and industrial $ 1,722,097 $ 1,681,205 Real estate 3,381,757 3,011,524 Construction and land development 1,052,409 962,605 Consumer 46,739 40,446 Broker-dealer (1) 593,276 577,889 6,796,278 6,273,669 Allowance for non-covered loan losses (58,861) (60,957) Total non-covered loans, net of allowance $ 6,737,417 $ 6,212,712 (1) Represents margin loans to customers and correspondents associated with our broker-dealer segment operations. In connection with the Bank Transactions, the Company acquired non-covered loans both with and without evidence of credit quality deterioration since origination. The following table presents the carrying values and the outstanding balances of non-covered PCI loans (in thousands). September 30, December 31, 2018 2017 Carrying amount $ 32,553 $ 37,204 Outstanding balance 47,698 51,064 Changes in the accretable yield for non-covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 5,259 $ 9,793 $ 7,013 $ 13,116 Additions 340 — 340 — Reclassifications from nonaccretable difference, net (1) 1,053 277 1,603 854 Disposals of loans — (603) (98) (664) Accretion (1,504) (1,851) (3,710) (5,690) Balance, end of period $ 5,148 $ 7,616 $ 5,148 $ 7,616 (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 $21.3 million and $19.2 million at September 30, 2018 and December 31, 2017, respectively. Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet contractual principal and interest payments, which generally occurs when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Non-covered impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans. The amounts shown in the following tables include loans accounted for on an individual basis, as well as acquired Pooled Loans. For Pooled Loans, the recorded investment with allowance and the related allowance consider impairment measured at the pool level. Non-covered impaired loans, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related September 30, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 15,988 $ 4,392 $ 1,136 $ 5,528 $ 22 Unsecured 2,108 1,385 — 1,385 — Real estate: Secured by commercial properties 30,671 13,556 7,514 21,070 891 Secured by residential properties 6,149 1,879 1,974 3,853 319 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 1,189 183 524 707 112 Consumer 2,039 10 — 10 — Broker-dealer — — — — — 58,144 21,405 11,148 32,553 1,344 Non-PCI Commercial and industrial: Secured 25,012 12,878 5,010 17,888 2,739 Unsecured 590 13 — 13 — Real estate: Secured by commercial properties 6,717 3,076 3,130 6,206 782 Secured by residential properties 1,225 769 — 769 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 3,475 2,857 545 3,402 49 Consumer 152 45 — 45 — Broker-dealer — — — — — 37,186 19,638 8,685 28,323 3,570 $ 95,330 $ 41,043 $ 19,833 $ 60,876 $ 4,914 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 Average recorded investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Commercial and industrial: Secured $ 23,654 $ 20,452 $ 23,448 $ 18,717 Unsecured 912 713 1,007 817 Real estate: Secured by commercial properties 28,488 35,458 30,786 36,606 Secured by residential properties 4,677 11,412 7,832 11,387 Construction and land development: Residential construction loans — — — 14 Commercial construction loans and land development 2,798 2,590 3,079 3,204 Consumer 52 324 119 382 Broker-dealer — — — — $ 60,581 $ 70,949 $ 66,271 $ 71,127 Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). September 30, December 31, 2018 2017 Commercial and industrial: Secured $ 21,310 $ 20,262 Unsecured 13 616 Real estate: Secured by commercial properties 7,506 14,620 Secured by residential properties 1,178 1,614 Construction and land development: Residential construction loans — — Commercial construction loans and land development 3,402 611 Consumer 45 56 Broker-dealer — — $ 33,454 $ 37,779 At September 30, 2018 and December 31, 2017, non-covered non-accrual loans included non-covered PCI loans of $5.1 million and $3.3 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, $3.3 million and $2.7 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at September 30, 2018 and December 31, 2017, respectively. Interest income, including recoveries and cash payments, recorded on non-covered impaired loans was $0.2 million and nominal during the three months ended September 30, 2018 and 2017, respectively, and $0.4 million and $0.3 million during the nine months ended September 30, 2018 and 2017, 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. The Bank did not grant any TDRs during three or nine months ended September 30, 2018 or during the three months ended September 30, 2017. Information regarding TDRs granted during the nine months ended September 30, 2017 is shown in the following tables (dollars in thousands). At September 30, 2018 and December 31, 2017, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Nine Months Ended September 30, 2017 Number of Balance at Balance at Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,235 Unsecured — — — Real estate: Secured by commercial properties 1 1,481 1,385 Secured by residential properties — — — Construction and land development: Residential construction loans — — — Commercial construction loans and land development 1 655 626 Consumer — — — Broker-dealer — — — 3 $ 3,493 $ 3,246 All of the non-covered loan modifications included in the tables above involved payment term extensions. The Bank did not grant principal reductions on any restructured non-covered loans during the three and nine months ended September 30, 2018 and 2017. The following table presents information regarding TDRs granted during the twelve months preceding September 30, 2018 and 2017, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding September 30, 2018 Twelve Months Preceding September 30, 2017 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured — $ — $ — — $ — $ — Unsecured — — — — — — Real estate: Secured by commercial properties 1 3,294 3,130 1 1,481 1,385 Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 1 $ 3,294 $ 3,130 1 $ 1,481 $ 1,385 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 September 30, 2018 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 17,853 $ 12,710 $ 6,035 $ 36,598 $ 1,528,645 $ 5,528 $ 1,570,771 $ 3,544 Unsecured 2,417 460 — 2,877 147,064 1,385 151,326 — Real estate: Secured by commercial properties 6,970 3,130 1,821 11,921 2,445,812 21,070 2,478,803 — Secured by residential properties 1,248 663 696 2,607 896,494 3,853 902,954 688 Construction and land development: Residential construction loans 739 — — 739 240,901 — 241,640 — Commercial construction loans and land development 3,100 1,035 — 4,135 805,927 707 810,769 — Consumer 373 1,293 — 1,666 45,063 10 46,739 — Broker-dealer — — — — 593,276 — 593,276 — $ 32,700 $ 19,291 $ 8,552 $ 60,543 $ 6,703,182 $ 32,553 $ 6,796,278 $ 4,232 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 In addition to the non-covered loans shown in the tables above, PrimeLending had $76.4 million and $84.5 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $77.2 million and $85.2 million, respectively) that were 90 days past due and accruing interest at September 30, 2018 and December 31, 2017, 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 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). September 30, 2018 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,499,468 $ 7,289 $ 58,486 $ 5,528 $ 1,570,771 Unsecured 148,499 122 1,320 1,385 151,326 Real estate: Secured by commercial properties 2,399,783 — 57,950 21,070 2,478,803 Secured by residential properties 885,974 — 13,127 3,853 902,954 Construction and land development: Residential construction loans 241,640 — — — 241,640 Commercial construction loans and land development 806,594 — 3,468 707 810,769 Consumer 46,634 — 95 10 46,739 Broker-dealer 593,276 — — — 593,276 $ 6,621,868 $ 7,411 $ 134,446 $ 32,553 $ 6,796,278 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 Allowance for Loan Losses 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. The Company’s analysis of the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC is described in detail in Note 5 to the consolidated financial statements included in the Company’s 2017 Form 10-K. Changes in the allowance for non-covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three Months Ended September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 23,517 $ 28,584 $ 7,271 $ 207 $ 417 $ 59,996 Provision (recovery) for loan losses (242) 450 443 27 (371) 307 Loans charged off (1,820) — — (26) — (1,846) Recoveries on charged off loans 366 31 — 7 — 404 Balance, end of period $ 21,821 $ 29,065 $ 7,714 $ 215 $ 46 $ 58,861 Commercial and Construction and Nine Months Ended September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 Provision (recovery) for loan losses (123) 186 (130) (82) (307) (456) Loans charged off (5,236) (30) — (69) — (5,335) Recoveries on charged off loans 3,506 134 — 55 — 3,695 Balance, end of period $ 21,821 $ 29,065 $ 7,714 $ 215 $ 46 $ 58,861 Commercial and Construction and Three Months Ended September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,834 $ 28,734 $ 7,645 $ 524 $ 471 $ 59,208 Provision (recovery) for loan losses 2,165 (1,278) 144 (147) (405) 479 Loans charged off (1,264) (5) (3) (33) — (1,305) Recoveries on charged off loans 280 88 4 25 — 397 Balance, end of period $ 23,015 $ 27,539 $ 7,790 $ 369 $ 66 $ 58,779 Commercial and Construction and Nine Months Ended September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Provision (recovery) for loan losses 3,376 2,424 796 74 (89) 6,581 Loans charged off (3,070) (305) (13) (194) — (3,582) Recoveries on charged off loans 1,340 184 5 65 — 1,594 Balance, end of period $ 23,015 $ 27,539 $ 7,790 $ 369 $ 66 $ 58,779 The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 17,255 $ 5,947 $ 3,402 $ — $ — $ 26,604 Loans collectively evaluated for impairment 1,697,929 3,350,887 1,048,300 46,729 593,276 6,737,121 PCI Loans 6,913 24,923 707 10 — 32,553 $ 1,722,097 $ 3,381,757 $ 1,052,409 $ 46,739 $ 593,276 $ 6,796,278 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 The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 2,739 $ 782 $ 49 $ — $ — $ 3,570 Loans collectively evaluated for impairment 19,060 27,073 7,553 215 46 53,947 PCI Loans 22 1,210 112 — — 1,344 $ 21,821 $ 29,065 $ 7,714 $ 215 $ 46 $ 58,861 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

Covered Assets and Indemnificat

Covered Assets and Indemnification Asset	9 Months Ended
	Sep. 30, 2018
Covered Assets and Indemnification Asset
Covered Assets and Indemnification Asset	7. Covered Assets and Indemnification Asset At the close of business on September 30, 2018, the loss-share agreement for commercial assets with the FDIC expired, except for certain obligations on the part of the Bank that survived. As discussed in Note 25 to the consolidated financial statements, on October 17, 2018, the Bank and the FDIC entered into a Termination Agreement pursuant to which each of the loss-share agreements for single family residential assets and commercial assets were terminated in exchange for the payment by the FDIC to the Bank of $6.26 million. 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. As of September 30, 2018, 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 were referred to as “covered assets”. Pursuant to the loss-share agreements, the FDIC had 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 were 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 through September 30, 2018, the amount of subsequent recoveries that were reimbursable to the FDIC for a particular asset was limited to book value losses and expenses actually billed plus any book value charge-offs incurred prior to the Bank Closing Date. There was 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 were originally in effect for approximately five years and ten years, respectively, from the Bank Closing Date, and the loss recovery provisions to the FDIC were 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 were not contractually embedded in the covered loans and were not transferable should the Bank had chosen to dispose of the covered loans. In accordance with the loss-share agreements, the Bank may have been 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 were less than the FDIC’s initial estimate of losses on covered assets. The “true-up” payment was calculated using a defined formula set forth in the P&A Agreement. At September 30, 2018, the Bank had recorded a related “true-up” payment accrual of $16.6 million based on the then-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 were 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 6 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). September 30, December 31, 2018 2017 Commercial and industrial $ 890 $ 1,055 Real estate 141,858 179,359 Construction and land development 1,280 1,715 144,028 182,129 Allowance for covered loans (1,291) (2,729) Total covered loans, net of allowance $ 142,737 $ 179,400 The following table presents the carrying value and the outstanding contractual balance of covered PCI loans (in thousands). September 30, December 31, 2018 2017 Carrying amount $ 65,004 $ 87,113 Outstanding balance 138,490 179,019 Changes in the accretable yield for covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 81,393 $ 128,307 $ 91,833 $ 143,731 Reclassifications from nonaccretable difference, net (1) 5,649 4,096 15,364 27,120 Transfer of loans to covered OREO (2) (142) (77) (989) (857) Accretion (6,987) (10,040) (26,295) (47,708) Balance, end of period $ 79,913 $ 122,286 $ 79,913 $ 122,286 (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 $51.5 million and $72.7 million at September 30, 2018 and December 31, 2017, respectively. During the three and nine months ended September 30, 2018 and 2017, 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 September 30, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 3,156 $ — $ 130 $ 130 $ 14 Unsecured 5,380 — — — — Real estate: Secured by commercial properties 50,379 1,580 6,671 8,251 469 Secured by residential properties 112,174 186 56,437 56,623 785 Construction and land development: Residential construction loans 643 — — — — Commercial construction loans and land development 9,790 — — — — 181,522 1,766 63,238 65,004 1,268 Non-PCI Commercial and industrial: Secured 44 — — — — Unsecured — — — — — Real estate: Secured by commercial properties — — — — — Secured by residential properties 7,236 6,048 — 6,048 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 9 5 — 5 — 7,289 6,053 — 6,053 — $ 188,811 $ 7,819 $ 63,238 $ 71,057 $ 1,268 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 Average investment in covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Commercial and industrial: Secured $ 139 $ 396 $ 162 $ 775 Unsecured — 105 — 170 Real estate: Secured by commercial properties 12,817 28,110 15,905 39,323 Secured by residential properties 63,082 68,843 65,699 73,093 Construction and land development: Residential construction loans — — — — Commercial construction loans and land development 5 1,384 11 2,762 $ 76,043 $ 98,838 $ 81,777 $ 116,123 Covered non-accrual loans are summarized by class in the following table (in thousands). September 30, December 31, 2018 2017 Commercial and industrial: Secured $ — $ — Unsecured — — Real estate: Secured by commercial properties — — Secured by residential properties 5,772 5,087 Construction and land development: Residential construction loans — — Commercial construction loans and land development 5 17 $ 5,777 $ 5,104 At both September 30, 2018 and December 31, 2017, there were no covered non-accrual loans included in covered PCI loans for which discount accretion had been suspended because the extent and timing of cash flows from these covered PCI loans could no longer be reasonably estimated. Interest income, including recoveries and cash payments, recorded on covered impaired loans was $0.3 million and $0.9 million during the three months ended September 30, 2018 and 2017, respectively, while interest income, including recoveries and cash payments, recorded on covered impaired loans during was $0.6 million and $1.2 million during the nine months ended September 30, 2018 and 2017, 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 6 to the consolidated financial statements. The Bank did not grant any TDRs during the three and nine months ended September 30, 2018 and 2017. Pooled Loans are not in the scope of the disclosure requirements for TDRs. At September 30, 2018 and December 31, 2017, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. There were no TDRs granted during the twelve months preceding September 30, 2018 or 2017 for which 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 September 30, 2018 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ — $ — $ — $ 760 $ 130 $ 890 $ — Unsecured — — — — — — — — Real estate: Secured by commercial properties 65 — — 65 8,799 8,251 17,115 — Secured by residential properties 2,342 555 2,293 5,190 62,930 56,623 124,743 — Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development — — — — 1,280 — 1,280 — $ 2,407 $ 555 $ 2,293 $ 5,255 $ 73,769 $ 65,004 $ 144,028 $ — 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 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 6 to the consolidated financial statements. The following tables present the internal risk grades of covered loans in the portfolio by class (in thousands). September 30, 2018 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 379 $ — $ 381 $ 130 $ 890 Unsecured — — — — — Real estate: Secured by commercial properties 8,168 — 696 8,251 17,115 Secured by residential properties 64,100 395 3,625 56,623 124,743 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 1,264 — 16 — 1,280 $ 73,911 $ 395 $ 4,718 $ 65,004 $ 144,028 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 The Bank’s impairment methodology for covered loans is consistent with the methodology for non-covered loans, and is discussed in detail in Notes 5 and 6 to the consolidated financial statements included in the Company’s 2017 Form 10-K. Changes in the allowance for covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three months ended September 30, 2018 Industrial Real Estate Land Development Total Balance, beginning of period $ 19 $ 1,955 $ — $ 1,974 Recovery of loan losses (1) (677) — (678) Loans charged off — (6) — (6) Recoveries on charged off loans — 1 — 1 Balance, end of period $ 18 $ 1,273 $ — $ 1,291 Commercial and Construction and Nine months ended September 30, 2018 Industrial Real Estate Land Development Total Balance, beginning of period $ 24 $ 2,702 $ 3 $ 2,729 Recovery of loan losses (6) (1,367) (9) (1,382) Loans charged off — (63) — (63) Recoveries on charged off loans — 1 6 7 Balance, end of period $ 18 $ 1,273 $ — $ 1,291 Commercial and Construction and Three months ended September 30, 2017 Industrial Real Estate Land Development Total Balance, beginning of period $ 47 $ 684 $ 628 $ 1,359 Provision (recovery) for loan losses 34 1,093 (346) 781 Loans charged off — — — — Recoveries on charged off loans — — 1 1 Balance, end of period $ 81 $ 1,777 $ 283 $ 2,141 Commercial and Construction and Nine months ended September 30, 2017 Industrial Real Estate Land Development Total Balance, beginning of period $ 35 $ 378 $ — $ 413 Provision for loan losses 46 1,915 276 2,237 Loans charged off (6) (521) — (527) Recoveries on charged off loans 6 5 7 18 Balance, end of period $ 81 $ 1,777 $ 283 $ 2,141 The covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 760 76,984 1,280 79,024 PCI Loans 130 64,874 — 65,004 $ 890 $ 141,858 $ 1,280 $ 144,028 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 The allowance for covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 4 19 — 23 PCI Loans 14 1,254 — 1,268 $ 18 $ 1,273 $ — $ 1,291 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 Covered Other Real Estate Owned A summary of the activity in covered OREO is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 34,895 $ 42,304 $ 36,744 $ 51,642 Additions to covered OREO 438 1,039 5,284 6,166 Dispositions of covered OREO (5,173) (2,612) (10,145) (14,942) Valuation adjustments in the period (304) (388) (2,027) (2,523) Balance, end of period $ 29,856 $ 40,343 $ 29,856 $ 40,343 During the three and nine months ended September 30, 2018 and 2017, 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 three and nine months ended September 30, 2018 and 2017 were related to covered assets subject to the loss-share agreements with the FDIC, which were terminated on October 17, 2018. These additional downward valuation adjustments reflect changes to the assumptions regarding the fair value of the OREO, including in some cases the intended use of the OREO, due to the availability of more information as well as the passage of time. The process of determining fair value is subjective in nature and requires the use of significant estimates and assumptions. Although the Bank makes market-based assumptions when valuing acquired assets, new information may come to light that causes estimates to increase or decrease. When the Bank determines, based on subsequent information, that its estimates require adjustment, the Bank records the adjustment. The accounting for such adjustments requires that the decreases to the initially recorded fair value be recorded at the time such new information is received, while increases to fair value are recorded when the asset is subsequently sold. FDIC Indemnification Asset A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 23,525 $ 40,304 $ 29,340 $ 71,313 FDIC Indemnification Asset accretion (amortization) (694) (5,348) (6,509) (13,533) Transfers to due from FDIC and other — (1,813) — (24,637) Balance, end of period $ 22,831 $ 33,143 $ 22,831 $ 33,143 As of September 30, 2018, 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. The previously discussed termination of the FDIC loss-share agreements includes settlement of all unbilled amounts since September 30, 2017.

Mortgage Servicing Rights

Mortgage Servicing Rights	9 Months Ended
	Sep. 30, 2018
Mortgage Servicing Rights
Mortgage Servicing Rights	8. Mortgage Servicing Rights The following tables present the changes in fair value of the Company’s MSR asset, as included in other assets within the consolidated balance sheets, and other information related to the serviced portfolio (dollars in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 57,373 $ 43,580 $ 54,714 $ 61,968 Additions 11,361 5,939 21,090 8,429 Sales — — (9,303) (17,499) Changes in fair value: Due to changes in model inputs or assumptions (1) 1,311 (550) 5,984 (1,757) Due to customer payoffs (1,241) (1,203) (3,681) (3,375) Balance, end of period $ 68,804 $ 47,766 $ 68,804 $ 47,766 September 30, December 31, 2018 2017 Mortgage loans serviced for others $ 4,939,171 $ 4,762,042 MSR asset as a percentage of serviced mortgage loans 1.39 % 1.15 % (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. September 30, December 31, 2018 2017 Weighted average constant prepayment rate 9.15 % 10.93 % Weighted average discount rate 11.11 % 11.03 % Weighted average life (in years) 7.7 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). September 30, December 31, 2018 2017 Constant prepayment rate: Impact of 10% adverse change $ (1,962) $ (1,948) Impact of 20% adverse change (3,980) (3,839) Discount rate: Impact of 10% adverse change (2,899) (2,135) Impact of 20% adverse change (5,556) (4,103) This sensitivity analysis presents the effect of hypothetical changes in key assumptions on the fair value of the MSR asset. The effect of such hypothetical change in assumptions generally cannot be extrapolated because the relationship of the change in one key assumption to the change in the fair value of the MSR asset is not linear. In addition, in the analysis, the impact of an adverse change in one key assumption is calculated independent of any impact on other assumptions. In reality, changes in one assumption may change another assumption. Contractually specified servicing fees, late fees and ancillary fees earned of $5.4 million and $4.2 million during the three months ended September 30, 2018 and 2017, respectively, and $17.3 million and $15.7 million during the nine months ended September 30, 2018 and 2017, respectively, were included in net gains from sale of loans and other mortgage production income within the consolidated statements of operations.

Deposits

Deposits	9 Months Ended
	Sep. 30, 2018
Deposits
Deposits	9. Deposits Deposits are summarized as follows (in thousands). September 30, December 31, 2018 2017 Noninterest-bearing demand $ 2,525,677 $ 2,411,849 Interest-bearing: NOW accounts 1,256,547 1,202,752 Money market 2,559,451 2,222,555 Brokered - money market 11,547 101,624 Demand 407,059 411,771 Savings 184,869 218,812 Time 1,345,083 1,313,482 Brokered - time — 95,274 $ 8,290,233 $ 7,978,119

Short-term Borrowings

Short-term Borrowings	9 Months Ended
	Sep. 30, 2018
Short-term Borrowings
Short-term Borrowings	10. Short-term Borrowings Short-term borrowings are summarized as follows (in thousands). September 30, December 31, 2018 2017 Federal funds purchased $ 88,075 $ 101,775 Securities sold under agreements to repurchase 459,574 539,149 Federal Home Loan Bank 400,000 250,000 Short-term bank loans 269,000 315,500 $ 1,216,649 $ 1,206,424 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). Nine Months Ended September 30, 2018 2017 Average balance during the period $ 683,835 $ 549,425 Average interest rate during the period 1.76 % 0.98 % September 30, December 31, 2018 2017 Average interest rate at end of period 2.01 % 1.21 % Securities underlying the agreements at end of period: Carrying value $ 474,266 $ 581,636 Estimated fair value $ 490,719 $ 598,300 Federal Home Loan Bank (“FHLB”) short-term borrowings mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. Other information regarding FHLB short-term borrowings is shown in the following tables (dollars in thousands). Nine Months Ended September 30, 2018 2017 Average balance during the period $ 253,022 $ 435,531 Average interest rate during the period 2.04 % 1.05 % September 30, December 31, 2018 2017 Average interest rate at end of period % % The Hilltop Broker-Dealers use short-term bank loans periodically to finance securities owned, margin loans to customers and correspondents, and underwriting activities. Interest on the borrowings varies with the federal funds rate. The weighted average interest rate on the borrowings at September 30, 2018 and December 31, 2017 was 3.08% and 2.27%, respectively.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2018
Notes Payable
Notes Payable	11. Notes Payable Notes payable consisted of the following (in thousands). September 30, December 31, 2018 2017 Senior Notes due April 2025, net of discount of $1,431 and $1,545, respectively $ 148,569 $ 148,455 FHLB notes, net of premium of $241 and $436, respectively, with maturities ranging from September 2020 to June 2030 4,497 19,402 NLIC note payable due May 2033 10,000 10,000 NLIC note payable due September 2033 10,000 10,000 ASIC note payable due April 2034 7,500 7,500 Insurance company line of credit due December 31, 2018 — 1,000 Ventures Management lines of credit due January 2019 39,626 12,452 $ 220,192 $ 208,809

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Taxes
Income Taxes	12. Income Taxes The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company’s effective tax rates were 17.0% and 37.2% during the three months ended September 30, 2018 and 2017, respectively, and 21.4% and 33.0% during the nine months ended September 30, 2018 and 2017, respectively. The 2018 effective tax rates are lower than the applicable statutory rates due to tax planning strategies in conjunction with the Tax Legislation and research and development studies. In addition, a tax benefit was recognized from the portion of the indemnification reserve that was a deductible settlement amount from the PrimeLending inquiry from the United States Department of Justice (“DOJ”) as discussed in Note 13 and Note 25 to the consolidated financial statements. The effective tax rate during the three months ended September 30, 2017 was higher than the statutory rate primarily due to state income taxes. The effective tax rate during the nine months ended September 30, 2017 was lower than the statutory rate primarily due to a nontaxable increase to other noninterest income recorded as part of the resolution of the SWS matter as discussed in Note 13 to the consolidated financial statements, as the SWS Merger was a tax-free reorganization under Section 368(a) the Internal Revenue Code. The decreases in the Company’s effective tax rates from periods in 2017 to periods in 2018 were primarily driven by the reduction in the corporate tax rate from 35% to 21% pursuant to the enactment of the Tax Legislation. Deferred tax asset amounts recorded in December 2017 following enactment of the Tax Legislation are final as of September 30, 2018.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies
Commitments and Contingencies	13. Commitments and Contingencies Legal Matters The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Company’s exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not take into account the availability of insurance coverage, other than that provided by reinsurers in the insurance segment. When it is practicable, the Company estimates loss contingencies for possible litigation and claims, whether or not there is accrued probable loss. When the Company is able to estimate such probably 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 estimate 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. Certain Petitioners filed an appeal to the Court’s Memorandum Opinion. On February 23, 2018, the Delaware Supreme Court affirmed the decision of the lower Court. 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 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. In order to avoid the delay, uncertainty, inconvenience and expense of protracted ligation, on October 23, 2018, PrimeLending entered into a Settlement Agreement and an Indemnification Agreement with the DOJ and HUD, respectively. In these agreements, PrimeLending did not admit to any liability or wrongdoing, and the DOJ and HUD did not make any concessions with respect to their alleged claims. These agreements provide for payments to each of the DOJ and HUD of $6.75 million. In exchange for these payments, each of the DOJ and HUD released any civil claims it may have related to certain loans originated by PrimeLending. As of September 30, 2018, the amount was included in the Company's recorded indemnification reserve liability. Accordingly, the Company’s operating results or financial condition will not be materially impacted in future periods. While the final outcome of litigation and claims exposures or of any Inquiries is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation and Inquiries will not, except related to specific matters disclosed above, have a material effect on the Company’s business, consolidated financial position, results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any matter, including the matters discussed above, could be material to the Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence. Indemnification Liability Reserve The mortgage origination segment may be responsible to agencies, investors, or other parties for errors or omissions relating to its representations and warranties that each loan sold meets certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the affected loan from or indemnifies the claimant against loss. The mortgage origination segment has established an indemnification liability reserve for such probable losses. Generally, the mortgage origination segment first becomes aware that an agency, investor, or other party believes a loss has been incurred on a sold loan when it receives a written request from the claimant to repurchase the loan or reimburse the claimant’s losses. Upon completing its review of the claimant’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the claimant is both probable and reasonably estimable. An additional reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. 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 September 30, 2018 and December 31, 2017, the mortgage origination segment’s indemnification liability reserve totaled $24.2 million and $23.5 million, respectively. The provision for indemnification losses was $0.9 million and $2.5 million during the three months ended September 30, 2018 and 2017, respectively, and $2.6 million and $4.5 million during the nine months ended September 30, 2018 and 2017, respectively. The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands). Representation and Warranty Specific Claims Activity - Origination Loan Balance Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 30,545 $ 32,554 $ 33,702 $ 40,669 Claims made 5,477 10,618 17,827 27,647 Claims resolved with no payment (578) (10,991) (12,331) (29,079) Repurchases (3,513) (1,326) (6,847) (3,014) Indemnification payments — — (420) (5,368) Balance, end of period $ 31,931 $ 30,855 $ 31,931 $ 30,855 Indemnification Liability Reserve Activity Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 23,910 $ 22,367 $ 23,472 $ 18,239 Additions for new sales 857 2,488 2,599 4,480 Repurchases (228) (158) (474) (283) Early payment defaults (72) (41) (259) (170) Indemnification payments (4) — (124) (713) Change in reserves for loans sold in prior years (292) — (1,043) 3,103 Balance, end of period $ 24,171 $ 24,656 $ 24,171 $ 24,656 September 30, December 31, 2018 2017 Reserve for Indemnification Liability (1) : Specific claims $ 14,375 $ 646 Incurred but not reported claims 9,796 22,826 Total $ 24,171 $ 23,472 (1) As a result of the DOJ and HUD agreements discussed above, at September 30, 2018, the Reserve for Indemnification Liability reflects $13.5 million of specific claims that were included in incurred but not reported claims in prior periods. 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. Hilltop Plaza Investment On July 31, 2018, HTH Diamond Hillcrest Land LLC (“Hillcrest Land LLC”) purchased approximately 1.7 acres of land in the City of University Park, Texas for $38.5 million. Hillcrest Land LLC is owned equally between Hilltop Investments I, LLC, a wholly owned entity of Hilltop, and Diamond Ground, LLC, an affiliate of Gerald J. Ford, the current Chairman of the Board of Hilltop. Each of Hilltop Investments I, LLC and Diamond Ground, LLC contributed $19.3 million to Hillcrest Land LLC to complete the purchase. As the voting rights of Hillcrest Land LLC are shared equally between the Company and Diamond Ground, LLC, there is no primary beneficiary, and Diamond Ground, LLC’s interest in Hillcrest Land LLC has been reflected as a noncontrolling interest in the Company’s consolidated financial statements. Therefore, the Company has consolidated Hillcrest Land LLC under the VIE model according to the “most-closely associated” test. The purchased land is included within premises and equipment, net in the consolidated balance sheets. Any income (loss) associated with Hillcrest Land LLC is included within other noninterest income in the consolidated statements of operations. Gerald J. Ford beneficially owned 16.4% of Hilltop common stock as of September 30, 2018 and is the father of Jeremy Ford, a director and the President and Co-Principal Executive Officer of Hilltop, and the father-in-law of Corey Prestidge, the Executive Vice President, General Counsel and Secretary of Hilltop. Trusts for which Jeremy Ford and the wife of Corey Prestidge are a beneficiary own 10.2% and 10.1%, respectively, of Diamond Ground, LLC. In connection with the purchase of the land, Hillcrest Land LLC entered into a 99-year ground lease of the land with three tenants-in-common: SPC Park Plaza Partners LLC (“Park Plaza LLC”), an unaffiliated entity which received an undivided 50% leasehold interest; HTH Hillcrest Project LLC (“HTH Project LLC”), a wholly owned subsidiary of Hilltop, which received an undivided 25% leasehold interest; and Diamond Hillcrest, LLC (“Diamond Hillcrest”), an entity owned by Mr. Gerald J. Ford, which received an undivided 25% leasehold interest (collectively, the “Co-Owners”). The ground lease is triple net. The base rent from the Co-Owners under the ground lease commences 18 months after the ground lease was signed at $1.8 million per year and increases 1.0% per year each January 1 thereafter. The ground lease was classified as an operating lease under ASC 840, and the accounting commencement date was determined to be July 31, 2018, the date the land was available to the Co-Owners. Concurrent with the ground lease, the Co-Owners entered into an agreement to purchase the improvements currently being constructed on the land, which is a mixed-use project containing a six-story building (“Hilltop Plaza”). HTH Project LLC and Diamond Hillcrest each own an undivided 25% interest in Hilltop Plaza. Park Plaza LLC owns the remaining undivided 50% interest in Hilltop Plaza. Park Plaza LLC has agreed to serve as the Co-Owner property manager under the Co-Owners Agreement; however, certain actions require unanimous approval of all Co-Owners. Hilltop Plaza will be funded through a $41.0 million construction loan from an unaffiliated third party bank, as well as cash contributions of $5.3 million from each of HTH Project LLC and Diamond Hillcrest. HTH Project LLC’s undivided interest in Hilltop Plaza is accounted for as an equity method investment as the tenants-in-common have joint control over decisions regarding Hilltop Plaza. The investment is included within other assets in the consolidated balance sheets and any income (loss) is included within other noninterest income in the consolidated statements of operations. Hilltop and the Bank entered into leases for an aggregate of approximately 72,000 of the total 120,000 square feet of rentable space in Hilltop Plaza to serve as the headquarters for both companies. The two separate 129-month office and retail leases have combined total base rent of approximately $35 million with the first nine months of rent abated. Move-in is expected in the fourth quarter of 2019. The office and retail leases were considered under the build-to-suit provisions of ASC 840, and the Company was determined to be the accounting owner of the project as its affiliate, HTH Project LLC, has an equity investment in the project. As such, the assets of Hilltop Plaza are recognized during the construction period as costs are incurred to construct the asset, with a corresponding liability representing the costs paid for by the lessor (the Co-Owners). At September 30, 2018, the $23.8 million of costs incurred to date are included within premises and equipment and other liabilities, respectively, in the consolidated balance sheets. The Company will reassess its accounting ownership of the assets under construction as of January 1, 2019 upon implementation of ASC 842, the new lease accounting standard. All intercompany transactions associated with the Hilltop Plaza investment and the related transactions discussed above are eliminated in consolidation.

Financial Instruments with Off-

Financial Instruments with Off-Balance Sheet Risk	9 Months Ended
	Sep. 30, 2018
Financial Instruments with Off-Balance Sheet Risk
Financial Instruments with Off-Balance Sheet Risk	14. Financial Instruments with Off-Balance Sheet Risk The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments. Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers. In the aggregate, the Bank had outstanding unused commitments to extend credit of $2.2 billion at September 30, 2018 and outstanding financial and performance standby letters of credit of $23.3 million at September 30, 2018. 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 and to hedge changes in the fair value of certain securities, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2018
Stock-Based Compensation
Stock-Based Compensation	15. Stock-Based Compensation Pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “2012 Plan”), the Company may grant nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“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 September 30, 2018, 1,205,713 shares of common stock remained available for issuance pursuant to awards granted under the 2012 Plan, excluding shares that may be delivered pursuant to outstanding awards. Compensation expense related to the 2012 Plan was $2.4 million and $2.8 million during the three months ended September 30, 2018 and 2017, respectively, and $7.2 million and $8.7 million during the nine months ended September 30, 2018 and 2017, respectively. During the nine months ended September 30, 2018 and 2017, Hilltop granted 22,269 and 11,959 shares of common stock, respectively, pursuant to the 2012 Plan to certain non-employee members of the Company’s board of directors for services rendered to the Company. Restricted Stock Units The following table summarizes information about nonvested RSU activity for the nine months ended September 30, 2018 (shares in thousands). RSUs Weighted Average Grant Date Outstanding Fair Value Balance, December 31, 2017 1,318 $ 20.89 Granted 510 $ 24.00 Vested/Released (369) $ 19.84 Forfeited (103) $ 19.98 Balance, September 30, 2018 1,356 $ 22.42 Vested/Released RSUs include an aggregate of 77,444 shares withheld to satisfy employee statutory tax obligations during the nine months ended September 30, 2018. Pursuant to certain RSU award agreements, an aggregate of 17,481 vested RSUs at September 30, 2018 require deferral of the settlement in shares and statutory tax obligations to a future date. During the nine months ended September 30, 2018, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 486,155 RSUs pursuant to the 2012 Plan. At September 30, 2018, 387,197 of these outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 84,626 of these outstanding RSUs will cliff vest based upon the achievement of certain performance goals over a three-year period. At September 30, 2018, in the aggregate, 1,096,759 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 258,773 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At September 30, 2018, unrecognized compensation expense related to outstanding RSUs of $16.0 million is expected to be recognized over a weighted average period of 1.47 years.

Regulatory Matters

Regulatory Matters	9 Months Ended
	Sep. 30, 2018
Regulatory Matters
Regulatory Matters	16. Regulatory Matters Banking and Hilltop PlainsCapital, which includes the Bank and PrimeLending, and Hilltop are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require PlainsCapital and Hilltop to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company performs reviews of the classification and calculation of risk-weighted assets to ensure accuracy and compliance with the Basel III regulatory capital requirements. 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 PlainsCapital. Based on the actual ratios as shown in the table below, Hilltop and PlainsCapital exceed each of the capital conservation buffer requirements in effect as of September 30, 2018, as well as the fully phased-in requirements through 2019. The following table shows PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer 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 September 30, 2018 and December 31, 2017, respectively (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio September 30, 2018 Tier 1 capital (to average assets): PlainsCapital $ 1,151,669 11.86 % 4.0 % 4.0 % 5.0 % Hilltop 1,675,285 12.40 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,151,669 13.88 % 6.375 % 7.0 % 6.5 % Hilltop 1,629,899 16.95 % 6.375 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,151,669 13.88 % 7.875 % 8.5 % 8.0 % Hilltop 1,675,285 17.42 % 7.875 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,213,970 14.63 % 9.875 % 10.5 % 10.0 % Hilltop 1,718,018 17.87 % 9.875 % 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, 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 As discussed in Note 25 to the consolidated financial statements, on October 17, 2018, the Bank and the FDIC entered into a Termination Agreement pursuant to which each of the loss-share agreements for single family residential assets and commercial assets were terminated. As a result, for purposes of risk-based capital calculations in future periods, the risk-weighting of the assets that were previously covered by the loss-share agreements with the FDIC will increase from 20% to 100%. Broker-Dealer Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hilltop Securities has elected to determine its net capital requirements using the alternative method. Accordingly, Hilltop Securities is required to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $250,000 and $1,000,000, respectively, or 2% of aggregate debit balances, as defined in Rule 15c3-3 promulgated under the Exchange Act. Additionally, the net capital rule of the NYSE provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of the aggregate debit items. HTS Independent Network follows the primary (aggregate indebtedness) method, as defined in Rule 15c3-1 promulgated under the Exchange Act, which requires the maintenance of the larger of minimum net capital of $250,000 or 1/15 of aggregate indebtedness. At September 30, 2018, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent Securities Network Net capital $ 214,906 $ 3,307 Less: required net capital 9,836 250 Excess net capital $ 205,070 $ 3,057 Net capital as a percentage of aggregate debit items 43.7 % Net capital in excess of 5% aggregate debit items $ 190,317 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 September 30, 2018 and December 31, 2017, the Hilltop Broker-Dealers held cash of $220.1 million and $186.6 million, respectively, segregated in special reserve bank accounts for the benefit of customers. The Hilltop Broker-Dealers were not required to segregate cash and securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at September 30, 2018 or December 31, 2017. Mortgage Origination As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum net worth and liquidity requirements established by HUD and GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA, as applicable, documenting their respective compliance with minimum net worth and liquidity requirements. As of September 30, 2018, 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 (loss) of each insurance subsidiary is as follows (in thousands). September 30, December 31, 2018 2017 Statutory capital and surplus: National Lloyds Insurance Company $ 99,195 $ 93,812 American Summit Insurance Company 18,158 22,778 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Statutory net income (loss): National Lloyds Insurance Company $ 5,442 $ (4,147) $ 6,576 $ (10,663) American Summit Insurance Company (2,765) (1,216) (1,482) (693) Regulations of the Texas Department of Insurance require insurance companies to maintain minimum levels of statutory surplus to ensure their ability to meet their obligations to policyholders. At September 30, 2018, the Company's insurance subsidiaries had statutory surplus in excess of the minimum required. The NAIC has adopted a risk based capital (“RBC”) formula for insurance companies that establishes minimum capital requirements indicating various levels of available regulatory action on an annual basis relating to insurance risk, asset credit risk, interest rate risk and business risk. The RBC formula is used by the NAIC and certain state insurance regulators as an early warning tool to identify companies that require additional scrutiny or regulatory action. At September 30, 2018, the Company's insurance subsidiaries' RBC ratio exceeded the level at which regulatory action would be required.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity
Stockholders' Equity	17. Stockholders’ Equity Dividends On October 25, 2018, the Company announced that its board of directors declared a quarterly cash dividend of $0.07 per common share, payable on November 30, 2018, to all common stockholders of record as of the close of business on November 15, 2018. Stock Repurchase Program In January 2018, the Hilltop board of directors authorized a stock repurchase program through January 2019 pursuant to which the Company was originally authorized to repurchase, in the aggregate, up to $50.0 million of its outstanding common stock. In July 2018, the Hilltop board of directors authorized an increase to the aggregate amount of common stock the Company may repurchase under this program to $100.0 million, which is inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the nine months ended September 30, 2018, the Company paid $38.8 million to repurchase an aggregate of 1,702,696 shares of common stock at an average price of $22.81 per share. These shares were returned to the Company’s pool of authorized but unissued shares of common stock. The purchases were funded from available cash balances. The Company’s stock repurchase program and related accounting policy are discussed in detail in Note 1 and Note 22 to the consolidated financial statements included in the Company’s 2017 Form 10-K.

Derivative Financial Instrument

Derivative Financial Instruments	9 Months Ended
	Sep. 30, 2018
Derivative Financial Instruments
Derivative Financial Instruments	18. Derivative Financial Instruments The Company uses various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively managing the re-pricing characteristics of certain assets and liabilities to mitigate potential adverse impacts from changes in interest rates on the Bank’s net interest margin. PrimeLending has interest rate risk relative to interest rate lock commitments (“IRLCs”) and its inventory of mortgage loans held for sale. PrimeLending is exposed to such interest rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold. To mitigate interest rate risk, PrimeLending executes forward commitments to sell mortgage-backed securities (“MBSs”) and Eurodollar futures. 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. Additionally, Hilltop Securities uses both U.S. Treasury bond and Eurodollar futures to hedge changes in the fair value of their securities. Non-Hedging Derivative Instruments and the Fair Value Option As discussed in Note 4 to the consolidated financial statements, the Company has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying complex hedge accounting provisions. The fair values of PrimeLending’s IRLCs, forward commitments, interest rate swaps and swaptions, and U.S. Treasury bond futures and options are recorded in other assets or other liabilities, as appropriate, and changes in the fair values of these derivative instruments are recorded as a component of net gains from sale of loans and other mortgage production income. The fair value of PrimeLending’s derivative instruments increased $2.2 million and decreased $9.9 million during the three months ended September 30, 2018 and 2017, respectively, and increased $9.0 million and decreased $0.4 million during the nine months ended September 30, 2018 and 2017, respectively. These changes in fair value are attributable to changes in the volume of IRLCs, mortgage loans held for sale, commitments to purchase and sell MBSs and MSR assets, and changes in market interest rates. Changes in market interest rates also conversely affect the value of PrimeLending’s mortgage loans held for sale and its MSR asset, which are measured at fair value under the Fair Value Option. The effect of the change in market interest rates on PrimeLending’s loans held for sale and MSR asset is discussed in Note 4 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’ derivative instruments increased $3.6 million and decreased $3.6 million during the three months ended September 30, 2018 and 2017, respectively, while the fair values of the Bank’s derivative instruments changed nominally during the three months ended September 30, 2018 and 2017, respectively. The fair values of the Hilltop Broker-Dealers’ derivative instruments increased $1.4 million and $12.6 million during the nine months ended September 30, 2018 and 2017, respectively, while the fair values of the Bank’s derivative instruments increased $0.1 million and $0.2 million during the nine months ended September 30, 2018 and 2017, respectively. Derivative positions are presented in the following table (in thousands). September 30, 2018 December 31, 2017 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 1,023,165 $ 20,427 $ 850,850 $ 18,851 Customer-based written options 31,200 (122) 21,637 38 Customer-based purchased options 31,200 122 21,637 (38) Commitments to purchase MBSs 2,832,755 2,172 2,831,635 (921) Commitments to sell MBSs 4,858,032 7,894 4,963,498 2,972 Interest rate swaps 22,780 195 25,971 51 U.S. Treasury bond futures and options (1) 242,900 — 214,500 — Eurodollar futures (1) 696,000 — — — (1) Changes in the fair value of these contracts are settled daily with the respective counterparties of PrimeLending and the Hilltop Broker-Dealers. PrimeLending had cash collateral advances totaling $8.4 million and $0.8 million to offset net liability derivative positions on its commitments to sell MBSs at September 30, 2018 and December 31, 2017, respectively. In addition, PrimeLending and the Hilltop Broker-Dealers advanced cash collateral totaling $2.3 million and $3.2 million on U.S. Treasury bond futures and options and Eurodollar futures at September 30, 2018 and December 31, 2017, respectively. These amounts are included in other assets within the consolidated balance sheets.

Balance Sheet Offsetting

Balance Sheet Offsetting	9 Months Ended
	Sep. 30, 2018
Balance Sheet Offsetting
Balance Sheet Offsetting	19. Balance Sheet Offsetting Certain financial instruments, including resale and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands). Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Assets Cash of Recognized Offset in the Presented in the Financial Collateral Net Assets Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2018 Securities borrowed: Institutional counterparties $ 1,453,985 $ — $ 1,453,985 $ (1,395,791) $ — $ 58,194 Interest rate options: Customer counterparties 122 — 122 — — 122 Interest rate swaps: Institutional counterparties 195 — 195 (223) — (28) Reverse repurchase agreements: Institutional counterparties 164,656 — 164,656 (163,869) — 787 Forward MBS derivatives: Institutional counterparties 13,684 (293) 13,391 (6,160) — 7,231 $ 1,632,642 $ (293) $ 1,632,349 $ (1,566,043) $ — $ 66,306 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 Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Liabilities Cash of Recognized Offset in the Presented in the Financial Collateral Net Liabilities Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2018 Securities loaned: Institutional counterparties $ 1,340,502 $ — $ 1,340,502 $ (1,283,453) $ — $ 57,049 Interest rate options: Institutional counterparties 122 — 122 — — 122 Repurchase agreements: Institutional counterparties 409,424 — 409,424 (409,424) — — Customer counterparties 50,150 — 50,150 (50,150) — — Forward MBS derivatives: Institutional counterparties 3,325 — 3,325 (3,325) — — $ 1,803,523 $ — $ 1,803,523 $ (1,746,352) $ — $ 57,171 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: 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 Secured Borrowing Arrangements Secured Borrowings (Repurchase Agreements) — The Company participates in transactions involving securities sold under repurchase agreements, which are secured borrowings and generally mature one to thirty days from the transaction date or involve arrangements with no definite termination date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities, which is monitored on a daily basis. Securities Lending Activities — The Company’s securities lending activities include lending securities for other broker-dealers, lending institutions and its own clearing and retail operations. These activities involve lending securities to other broker-dealers to cover short sales, to complete transactions in which there has been a failure to deliver securities by the required settlement date and as a conduit for financing activities. When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer. The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both September 30, 2018 and December 31, 2017. Remaining Contractual Maturities Overnight and Greater Than September 30, 2018 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 86,476 $ — $ — $ — $ 86,476 Asset-backed securities 373,098 — — — 373,098 Securities lending transactions: Corporate securities 182 — — — 182 Equity securities 1,340,320 — — — 1,340,320 Total $ 1,800,076 $ — $ — $ — $ 1,800,076 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,800,076 Amount related to agreements not included in offsetting disclosure above $ — 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 $ —

Broker-Dealer and Clearing Orga

Broker-Dealer and Clearing Organization Receivables and Payables	9 Months Ended
	Sep. 30, 2018
Broker-Dealer and Clearing Organization Receivables and Payables
Broker-Dealer and Clearing Organization Receivables and Payables	20. Broker-Dealer and Clearing Organization Receivables and Payables Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands). September 30, December 31, 2018 2017 Receivables: Securities borrowed $ 1,453,985 $ 1,386,821 Securities failed to deliver 18,294 25,491 Trades in process of settlement — 29,412 Other 19,228 22,654 $ 1,491,507 $ 1,464,378 Payables: Securities loaned $ 1,340,502 $ 1,215,093 Correspondents 22,477 30,160 Securities failed to receive 15,663 37,864 Trades in process of settlement 12,043 — Other 5,716 4,446 $ 1,396,401 $ 1,287,563

Reserves for Losses and Loss Ad

Reserves for Losses and Loss Adjustment Expenses	9 Months Ended
	Sep. 30, 2018
Reserves for Losses and Loss Adjustment Expenses
Reserve for Losses and Loss Adjustment Expenses	21. 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). September 30, December 31, 2018 2017 Reserve for unpaid losses and allocated LAE balance, net $ 16,831 $ 17,470 Reinsurance recoverables on unpaid losses 5,038 11,495 Unallocated LAE 934 1,248 Reserve for unpaid losses and LAE balance, gross $ 22,803 $ 30,213 A summary of claims loss reserve development activity is presented in the following table (dollars in thousands). September 30, 2018 Total of IBNR Reserves Plus Expected Cumulative Accident Nine Months Ended September 30, 2018 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2014 $ 83,703 $ 84,000 $ 45 13,104 2015 86,453 87,157 279 15,034 2016 82,967 84,439 874 21,373 2017 85,787 88,566 1,885 22,027 2018 43,442 54,709 5,880 10,039 Total 382,352 $ 398,871 312 All outstanding reserves prior to 2014, net of reinsurance $ 16,831 Reserve for unpaid losses and allocated LAE, net of reinsurance

Reinsurance Activity

Reinsurance Activity	9 Months Ended
	Sep. 30, 2018
Reinsurance Activity
Reinsurance Activity	22. Reinsurance Activity NLC limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risk. Substantial amounts of business are ceded, and these reinsurance contracts do not relieve NLC from its obligations to policyholders. Such reinsurance includes quota share, excess of loss, catastrophe, and other forms of reinsurance on essentially all property and casualty lines of insurance. Net insurance premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Failure of reinsurers to honor their obligations could result in losses to NLC; consequently, allowances are established for amounts deemed uncollectible as NLC evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At September 30, 2018, total reinsurance recoverables and receivables had a carrying value of $9.1 million, which is included in other assets within the consolidated balance sheets. There was no allowance for uncollectible accounts at September 30, 2018, based on NLC’s quality requirements. The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Written Earned Written Earned Written Earned Written Earned Premiums from direct business $ 32,738 $ 33,399 $ 33,909 $ 36,096 $ 101,624 $ 100,139 $ 107,497 $ 110,048 Reinsurance assumed 3,414 3,181 3,200 2,993 10,023 9,292 9,427 8,721 Reinsurance ceded (2,353) (2,395) (4,028) (4,596) (6,698) (6,826) (10,215) (12,116) Net premiums $ 33,799 $ 34,185 $ 33,081 $ 34,493 $ 104,949 $ 102,605 $ 106,709 $ 106,653 The effects of reinsurance on incurred losses and LAE are as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Losses and LAE incurred $ 19,158 $ 67,152 $ 56,479 $ 122,806 Reinsurance recoverables (446) (35,918) 2,174 (36,688) Net loss and LAE incurred $ 18,712 $ 31,234 $ 58,653 $ 86,118 Catastrophic coverage At September 30, 2018, 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 $6.0 million of reinsurance coverage in excess of its $2.0 million retention to bridge to the primary program. The reinsurance for NLIC and ASIC 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 September 30, 2018, 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 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.

Segment and Related Information

Segment and Related Information	9 Months Ended
	Sep. 30, 2018
Segment and Related Information
Segment and Related Information	23. Segment and Related Information The Company currently has four reportable business segments that are organized primarily by the core products offered to the segments’ respective customers. These segments reflect the manner in which operations are managed and the criteria used by the Company’s chief operating decision maker function to evaluate segment performance, develop strategy and allocate resources. The chief operating decision maker function consists of the 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, and since August 1, 2018, the operations of the former BORO acquired in the BORO Acquisition. 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, acquisition costs and the activities related to the Hilltop Plaza investment. Balance sheet amounts not discussed previously and the elimination of intercompany transactions are included in “All Other and Eliminations.” The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands). Mortgage All Other and Hilltop Three Months Ended September 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 94,921 $ 12,432 $ 363 $ 733 $ (3,275) $ 5,167 $ 110,341 Recovery of loan losses — (371) — — — — (371) Noninterest income 11,365 82,834 144,400 36,724 523 (6,149) 269,697 Noninterest expense 67,714 85,713 140,006 33,807 8,656 (185) 335,711 Income (loss) before income taxes $ 38,572 $ 9,924 $ 4,757 $ 3,650 $ (11,408) $ (797) $ 44,698 Mortgage All Other and Hilltop Nine Months Ended September 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 269,517 $ 37,873 $ 2,009 $ 2,313 $ (7,848) $ 14,745 $ 318,609 Recovery of loan losses (1,531) (307) — — — — (1,838) Noninterest income 32,188 224,969 434,262 108,288 1,246 (16,679) 784,274 Noninterest expense 192,626 241,456 420,736 104,532 23,399 (319) 982,430 Income (loss) before income taxes $ 110,610 $ 21,693 $ 15,535 $ 6,069 $ (30,001) $ (1,615) $ 122,291 Mortgage All Other and Hilltop Three Months Ended September 30, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 89,322 $ 12,215 $ 94 $ 864 $ (2,589) $ 5,074 $ 104,980 Provision (recovery) for loan losses 1,665 (405) — — — — 1,260 Noninterest income 11,414 91,418 163,758 36,839 182 (5,134) 298,477 Noninterest expense 62,750 83,836 151,056 47,015 9,325 (140) 353,842 Income (loss) before income taxes $ 36,321 $ 20,202 $ 12,796 $ (9,312) $ (11,732) $ 80 $ 48,355 Mortgage All Other and Hilltop Nine Months Ended September 30, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 273,595 $ 31,052 $ (791) $ 1,982 $ (7,413) $ 14,631 $ 313,056 Provision (recovery) for loan losses 8,907 (89) — — — — 8,818 Noninterest income 49,323 266,779 487,033 113,562 12,792 (14,881) 914,608 Noninterest expense 186,075 252,395 444,263 133,444 25,010 (602) 1,040,585 Income (loss) before income taxes $ 127,936 $ 45,525 $ 41,979 $ (17,900) $ (19,631) $ 352 $ 178,261 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated September 30, 2018 Goodwill $ 247,368 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 291,435 Total assets $ 9,946,278 $ 3,341,891 $ 1,767,554 $ 283,253 $ 2,136,398 $ (3,710,838) $ 13,764,536 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 The Company performs required annual impairment tests of its goodwill as of October 1st. The goodwill impairment tests require the Company to make judgments in determining what assumptions to use in the calculations. 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. The broker-dealer, mortgage origination and insurance reporting units have experienced lower-than-forecasted operating results during the first nine months of 2018. These conditions will be considered during the respective annual impairment evaluations of goodwill as of October 1, 2018. If the estimated fair value is less than the carrying value, the Company would be required to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit.

Earnings per Common Share

Earnings per Common Share	9 Months Ended
	Sep. 30, 2018
Earnings per Common Share
Earnings per Common Share	24. Earnings per Common Share Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share pursuant to the two-class method prescribed by the Earnings Per Share Topic of the ASC. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Restricted Stock Awards were the only instruments issued by Hilltop which previously qualified as participating securities through August 2017 when these awards vested. Net earnings, less any preferred dividends accumulated for the period (whether or not declared), is allocated between the common stock and participating securities pursuant to the two-class method. Basic earnings per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested restricted shares. Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares, excluding the participating securities, were issued using the treasury stock method. During the three and nine months ended September 30, 2018, RSUs were the only potentially dilutive non-participating instruments issued by Hilltop. Next, the Company determines and includes in the diluted earnings per common share calculation the more dilutive effect of the participating securities using the treasury stock method or the two-class method. Undistributed losses are not allocated to the nonvested share-based payment awards (the participating securities) under the two-class method as the holders are not contractually obligated to share in the losses of the Company. The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic earnings per share: Income attributable to Hilltop $ 35,805 $ 30,206 $ 93,326 $ 119,116 Less: income applicable to participating shares — — — — Net earnings available to Hilltop common stockholders $ 35,805 $ 30,206 $ 93,326 $ 119,116 Weighted average shares outstanding - basic 94,554 96,096 95,264 97,554 Basic earnings per common share $ 0.38 $ 0.31 $ 0.98 $ 1.22 Diluted earnings per share: Income attributable to Hilltop $ 35,805 $ 30,206 $ 93,326 $ 119,116 Weighted average shares outstanding - basic 94,554 96,096 95,264 97,554 Effect of potentially dilutive securities 56 210 91 249 Weighted average shares outstanding - diluted 94,610 96,306 95,355 97,803 Diluted earnings per common share $ 0.38 $ 0.31 $ 0.98 $ 1.22

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events
Subsequent Events	25. Subsequent Events On October 16, 2018, the Company’s merchant bank subsidiary, Hilltop Opportunity Partners, disposed of an investment made in December 2017 for $16.2 million, resulting in a gain of approximately $5 million. This gain will be recognized as a component of other noninterest income within our consolidated statement of operations during the fourth quarter of 2018. At the close of business on September 30, 2018, the loss-share agreement for commercial assets with the FDIC expired, except for certain obligations on the part of the Bank that survived. On October 17, 2018, the Bank and the FDIC entered into a Termination Agreement pursuant to which each of the loss-share agreements terminated in exchange for the payment by the FDIC to the Bank of $6.26 million. These funds were received on October 19, 2018. Pursuant to the Termination Agreement, all rights and obligations of the Bank and the FDIC under the FDIC loss-share agreements, including, among others, the true-up provisions and the settlement of loss-share and expense reimbursement claims, have been resolved and terminated. In October 2018, in conjunction with the receipt of the $6.26 million noted above, the FDIC Indemnification Asset of $22.8 million and the FDIC true-up accrual of $16.6 million were removed with no further impact to the Company’s consolidated statements of operations. As previously discussed in detail within Note 13 to the consolidated financial statements, on October 23, 2018, PrimeLending entered into a Settlement Agreement and an Indemnification Agreement with the DOJ and HUD, respectively. In these agreements, PrimeLending did not admit to any liability or wrongdoing, and the DOJ and HUD did not make any concessions with respect to their alleged claims. These agreements provide for payments of $13.5 million to the DOJ and HUD in the aggregate. In exchange for these payments, each of the DOJ and HUD released any civil claims they may have related to certain loans originated by PrimeLending. As of September 30, 2018, the amount was included in the Company's recorded indemnification liability reserve. Accordingly, the Company’s operating results or financial condition will not be materially impacted in future periods.

Schedule I - Insurance Incurred

Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance	9 Months Ended
	Sep. 30, 2018
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, Net of Reinsurance	SCHEDULE I – Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance (dollars in thousands) Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance September 30, 2018 Total of Incurred But Not Reported Reserves Plus Cumulative September 30, 2018 Development Number of Accident 2014 2015 2016 2017 2018 On Reported Reported Year Unaudited Unaudited Unaudited Unaudited Unaudited Claims Claims 2014 $ 107,793 $ 85,037 $ 84,221 $ 84,074 $ 84,000 $ 45 13,104 2015 89,646 88,477 87,262 87,157 279 15,034 2016 84,771 85,189 84,439 874 21,373 2017 87,899 88,566 1,885 22,027 2018 54,709 5,880 10,039 $ 398,871 Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance September 30, 2018 Accident 2014 2015 2016 2017 2018 Year Unaudited Unaudited Unaudited Unaudited Unaudited 2014 $ 70,831 $ 79,713 $ 81,684 $ 83,346 $ 83,703 2015 71,820 82,940 85,507 86,453 2016 71,543 81,682 82,967 2017 77,675 85,787 2018 43,442 Total $ 382,352 All outstanding reserves prior to 2014, net of reinsurance 312 Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance $ 16,831

Summary of Significant Accoun_2

Summary of Significant Accounting and Reporting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
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 August 1, 2018, the Company acquired privately-held, Houston-based The Bank of River Oaks (“BORO”) in an all-cash transaction (the “BORO Acquisition”). Pursuant to the terms of the definitive agreement, the Company paid cash in the aggregate amount of $85 million to the shareholders and option holders of BORO. Based on preliminary purchase date valuations, the fair value of the assets acquired was $434.8 million, including $326.6 million in loans, while the fair value of liabilities assumed was $389.4 million, consisting primarily of $376.4 million in deposits.
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses, the fair values of financial instruments, the amounts receivable from the Federal Deposit Insurance Corporation (the “FDIC”) under loss-share agreements (the “FDIC Indemnification Asset”), reserves for losses and loss adjustment expenses (“LAE”), the mortgage loan indemnification liability, and the potential impairment of assets are particularly subject to change. The Company has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements. As discussed in Note 3 to the consolidated financial statements, the BORO Acquisition purchase date valuations associated with loans, intangibles and taxes are considered preliminary because management’s review and approval of certain key assumptions is not complete. Hilltop owns 100% of the outstanding stock of PCC. PCC owns 100% of the outstanding stock of the Bank and 100% of the membership interest in Hilltop Opportunity Partners LLC, formerly known as 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 (“VIE”) Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) because the primary beneficiaries of the Trusts are not within the consolidated group. Hilltop has a 100% membership interest in Securities Holdings, which operates through its wholly owned subsidiaries, Hilltop Securities Inc. (“Hilltop Securities”), Hilltop Securities Independent Network Inc. (“HTS Independent Network”) (collectively, the “Hilltop Broker-Dealers”) and First Southwest Asset Management, LLC. Hilltop Securities is a broker-dealer registered with the SEC and Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”), HTS Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA, and First Southwest Asset Management, LLC is a registered investment adviser under the Investment Advisers Act of 1940. Hilltop also owns 100% of NLC, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”). In addition, Hilltop owns 100% of the membership interest in each of HTH Hillcrest Project LLC and Hilltop Investments I, LLC. Hilltop Investments I, LLC owns 50% of the membership interest in HTH Diamond Hillcrest Land LLC which is consolidated under the aforementioned VIE Subsections of the ASC. These entities are related to the Hilltop Plaza investment discussed in detail in Note 13 to the consolidated financial statements. 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, including reclassifications due to the adoption of new accounting pronouncements. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC. Significant accounting policies are detailed in Note 1 to the consolidated financial statements included in the Company’s 2017 Form 10-K. As a result of the adoption of Accounting Standards Update (“ASU”) 2016-01 and ASU 2016-18, the Company has updated its accounting policies related to securities and cash flow reporting, respectively, as presented below.
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. Debt 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. Debt securities available for sale are carried at fair value. Unrealized holding gains and losses on debt 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. Equity securities are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Equity securities that do not have readily determinable fair values are initially recorded at cost and are remeasured when there is (i) an observable transaction involving the same investment, (ii) an observable transaction involving a similar investment from the same issuer or (iii) an impairment. These remeasurements are reflected in the consolidated statements of operations. 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 debt 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.
Cash Flow Reporting	Cash Flow Reporting For the purpose of presentation in the consolidated statements of cash flows, cash, cash equivalents and restricted cash are defined as the amounts included in the consolidated balance sheet captions “Cash and due from banks”, “Federal funds sold” and “Assets segregated for regulatory purposes.” Cash equivalents have original maturities of three months or less.

Acquisition (Tables)

Acquisition (Tables)	9 Months Ended
	Sep. 30, 2018
Acquisition
Summary of fair values of the identifiable assets acquired, and liabilities assumed	The resulting preliminary fair values of the identifiable assets acquired and liabilities assumed from BORO at August 1, 2018 are summarized in the following table (in thousands). Cash and due from banks $ 21,756 Securities 60,477 Non-covered loans, net 326,618 Other assets 25,912 Total identifiable assets acquired 434,763 Deposits 376,393 Short-term borrowings 10,000 Other liabilities 2,996 Total liabilities assumed 389,389 Net identifiable assets acquired 45,374 Preliminary goodwill resulting from the acquisition 39,627 Net assets acquired $ 85,001
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 $ 98,259 $ 2,127 $ Real estate 174,675 5,389 Construction and land development 37,134 — 37,134 Consumer 9,021 13 9,034 Total $ 319,089 $ 7,529 $
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 $ 10,730 Nonaccretable difference 2,859 Cash flows expected to be collected 7,871 Accretable difference 342 Fair value of loans acquired with a deterioration of credit quality $ 7,529
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 $ 381,551 Contractual cash flows not expected to be collected 15,286 Fair value at acquisition 319,089

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Measurements
Schedule of information regarding financial assets and liabilities measured at fair value on a recurring basis	The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands). Level 1 Level 2 Level 3 Total September 30, 2018 Inputs Inputs Inputs Fair Value Trading securities $ 2,341 $ 657,973 $ — $ 660,314 Available for sale securities — 874,496 — 874,496 Equity securities 21,555 — — 21,555 Loans held for sale — 1,333,257 54,365 1,387,622 Derivative assets — 45,979 — 45,979 MSR asset — — 68,804 68,804 Securities sold, not yet purchased 116,965 62,617 — 179,582 Derivative liabilities — 15,291 — 15,291 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 — 744,319 — 744,319 Equity securities 21,241 — — 21,241 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
Rollforward for financial instruments measured at fair value using Level 3 inputs	The following tables include a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands). Total Gains or Losses (Realized or Unrealized) Balance at Included in Other Beginning of Purchases/ Sales/ Included in Comprehensive Balance at Period Additions Reductions Net Income Income (Loss) End of Period Three months ended September 30, 2018 Loans held for sale $ 40,781 $ 19,156 $ (4,614) $ (958) $ — $ 54,365 MSR asset 57,373 11,361 — 70 — 68,804 Total $ 98,154 $ 30,517 $ (4,614) $ (888) $ — $ 123,169 Nine months ended September 30, 2018 Loans held for sale $ 36,972 $ 39,706 $ (17,127) $ (5,186) $ — $ 54,365 MSR asset 54,714 21,090 (9,303) 2,303 — 68,804 Total $ 91,686 $ 60,796 $ (26,430) $ (2,883) $ — $ 123,169 Three months ended September 30, 2017 Loans held for sale 30,037 8,881 (5,685) (1,688) — 31,545 MSR asset 43,580 5,939 — (1,753) — 47,766 Total $ 73,617 $ 14,820 $ (5,685) $ (3,441) $ — $ 79,311 Nine months ended September 30, 2017 Loans held for sale 35,801 25,384 (23,108) (6,532) — 31,545 MSR asset 61,968 8,429 (17,499) (5,132) — 47,766 Total $ 97,769 $ 33,813 $ (40,607) $ (11,664) $ — $ 79,311
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 September 30, 2018, 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 92 - 96 % ( 95 %) MSR asset Discounted cash flows Constant prepayment rate 9.15 % Discount rate 11.11 %
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). Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ (20,417) $ — $ (20,417) $ (4,443) $ — $ (4,443) MSR asset 70 — 70 (1,753) — (1,753) Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ (12,693) $ — $ (12,693) $ 26,650 $ — $ 26,650 MSR asset 2,303 — 2,303 (5,132) — (5,132)
Schedule of significant unobservable inputs weighted average rates on Impaired Loans	At September 30, 2018, estimates for these significant unobservable inputs were as follows. PCI Loans PlainsCapital FNB SWS BORO Merger Transaction Merger Acquisition 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 Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended September 30, Nine Months Ended September 30, September 30, 2018 Inputs Inputs Inputs Fair Value 2018 2017 2018 2017 Non-covered impaired loans $ — $ — $ 17,749 $ 17,749 $ (15) $ 793 $ (1,486) $ 323 Covered impaired loans — — 63,194 63,194 683 (787) 1,429 (1,764) Non-covered other real estate owned — 529 — 529 (91) (135) (167) (258) Covered other real estate owned — 19,555 — 19,555 (303) (388) (2,027) (2,523)
Schedule of carrying values and estimated fair values of financial instruments	The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands). Estimated Fair Value Carrying Level 1 Level 2 Level 3 September 30, 2018 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 406,150 $ 406,150 $ — $ — $ 406,150 Assets segregated for regulatory purposes 220,115 220,115 — — 220,115 Securities purchased under agreements to resell 164,656 — 164,656 — 164,656 Held to maturity securities 348,163 — 332,388 — 332,388 Loans held for sale 137,358 — 137,358 — 137,358 Non-covered loans, net 6,737,417 — 593,276 6,240,441 6,833,717 Covered loans, net 142,737 — — 217,503 217,503 Broker-dealer and clearing organization receivables 1,491,507 — 1,491,507 — 1,491,507 FDIC indemnification asset 22,831 — — 22,831 22,831 Other assets 70,998 — 69,940 1,058 70,998 Financial liabilities: Deposits 8,290,233 — 8,279,098 — 8,279,098 Broker-dealer and clearing organization payables 1,396,401 — 1,396,401 — 1,396,401 Short-term borrowings 1,216,649 — 1,216,649 — 1,216,649 Debt 287,204 — 284,921 — 284,921 Other liabilities 6,032 — 6,032 — 6,032 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 Assets segregated for regulatory purposes 186,578 186,578 — — 186,578 Securities purchased under agreements to resell 186,537 — 186,537 — 186,537 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
Schedule of adjustments to the carrying value of these investments	The following table presents the adjustments to the carrying value of these investments (in thousands). Three months ended, Nine months ended, September 30, 2018 September 30, 2018 Balance, beginning of period $ 26,151 $ 22,946 Additional investments — 1,411 Upward adjustments 265 3,642 Impairments and downward adjustments (1) (1,584) Dispositions — — Balance, end of period $ 26,415 $ 26,415

Securities (Tables)

Securities (Tables)	9 Months Ended
	Sep. 30, 2018
Securities
Summary of trading securities	The fair value of trading securities is summarized as follows (in thousands). September 30, December 31, 2018 2017 U.S. Treasury securities $ 2,328 $ — U.S. government agencies: Bonds 30,223 52,078 Residential mortgage-backed securities 360,091 372,817 Commercial mortgage-backed securities 5,781 6,125 Collateralized mortgage obligations 35,708 5,122 Corporate debt securities 74,249 96,182 States and political subdivisions 119,751 170,413 Unit investment trusts 24,013 22,612 Private-label securitized product 4,806 1,631 Other 3,364 3,705 Totals $ 660,314 $ 730,685
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 September 30, 2018 Cost Gains Losses Fair Value U.S. Treasury securities $ 18,314 $ — $ (150) $ 18,164 U.S. government agencies: Bonds 80,879 326 (858) 80,347 Residential mortgage-backed securities 379,759 81 (10,627) 369,213 Commercial mortgage-backed securities 11,760 34 (205) 11,589 Collateralized mortgage obligations 290,576 213 (7,614) 283,175 Corporate debt securities 56,647 277 (507) 56,417 States and political subdivisions 55,565 477 (451) 55,591 Totals $ 893,500 $ 1,408 $ (20,412) $ 874,496 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 Totals $ 748,255 $ 4,603 $ (8,539) $ 744,319
Summary of amortized cost and fair value of held to maturity securities	Held to Maturity Amortized Unrealized Unrealized September 30, 2018 Cost Gains Losses Fair Value U.S. government agencies: Bonds $ 39,017 $ — $ (2,283) $ 36,734 Residential mortgage-backed securities 22,804 — (605) 22,199 Commercial mortgage-backed securities 87,296 5 (3,065) 84,236 Collateralized mortgage obligations 148,399 — (7,264) 141,135 States and political subdivisions 50,647 17 (2,580) 48,084 Totals $ 348,163 $ 22 $ (15,797) $ 332,388 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
Schedule of information regarding available for sale securities that were in an unrealized loss position	Information regarding available for sale, held to maturity and equity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands). September 30, 2018 December 31, 2017 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 5 $ 12,855 $ 91 6 $ 15,449 $ 69 Unrealized loss for twelve months or longer 4 5,309 59 1 4,150 34 9 18,164 150 7 19,599 103 U.S. government agencies: Bonds: Unrealized loss for less than twelve months 10 33,051 152 10 83,476 366 Unrealized loss for twelve months or longer 2 20,192 705 — — — 12 53,243 857 10 83,476 366 Residential mortgage-backed securities: Unrealized loss for less than twelve months 37 219,163 3,721 15 121,968 820 Unrealized loss for twelve months or longer 18 130,927 6,906 11 93,358 2,920 55 350,090 10,627 26 215,326 3,740 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 1 2,882 9 1 5,048 48 Unrealized loss for twelve months or longer 1 4,883 196 — — — 2 7,765 205 1 5,048 48 Collateralized mortgage obligations: Unrealized loss for less than twelve months 19 86,977 1,383 16 90,886 819 Unrealized loss for twelve months or longer 25 126,497 6,231 17 80,492 3,323 44 213,474 7,614 33 171,378 4,142 Corporate debt securities: Unrealized loss for less than twelve months 29 34,933 432 1 5,073 25 Unrealized loss for twelve months or longer 1 1,923 76 — — — 30 36,856 508 1 5,073 25 States and political subdivisions: Unrealized loss for less than twelve months 80 28,786 182 9 6,981 97 Unrealized loss for twelve months or longer 11 6,100 269 9 2,876 18 91 34,886 451 18 9,857 115 Total available for sale: Unrealized loss for less than twelve months 181 418,647 5,970 58 328,881 2,244 Unrealized loss for twelve months or longer 62 295,831 14,442 38 180,876 6,295 243 $ 714,478 $ 20,412 96 $ 509,757 $ 8,539
Schedule of held-to-maturity and equity securities continuous unrealized loss position	September 30, 2018 December 31, 2017 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 $ 5,674 $ 326 1 $ 5,950 $ 50 Unrealized loss for twelve months or longer 3 31,060 1,957 3 31,877 1,138 4 36,734 2,283 4 37,827 1,188 Residential mortgage-backed securities: Unrealized loss for less than twelve months 4 22,199 605 — — — Unrealized loss for twelve months or longer — — — — — — 4 22,199 605 — — — Commercial mortgage-backed securities: Unrealized loss for less than twelve months 11 40,122 1,057 7 39,396 271 Unrealized loss for twelve months or longer 7 37,325 2,008 2 12,659 464 18 77,447 3,065 9 52,055 735 Collateralized mortgage obligations: Unrealized loss for less than twelve months 7 16,262 519 10 37,064 264 Unrealized loss for twelve months or longer 18 124,873 6,745 12 128,270 3,705 25 141,135 7,264 22 165,334 3,969 States and political subdivisions: Unrealized loss for less than twelve months 55 23,981 681 22 11,079 71 Unrealized loss for twelve months or longer 51 19,179 1,899 46 18,598 688 106 43,160 2,580 68 29,677 759 Total held to maturity: Unrealized loss for less than twelve months 78 108,238 3,188 40 93,489 656 Unrealized loss for twelve months or longer 79 212,437 12,609 63 191,404 5,995 157 $ 320,675 $ 15,797 103 $ 284,893 $ 6,651 Equity Common and preferred stock: Unrealized loss for less than twelve months — — — 1 944 13 Unrealized loss for twelve months or longer — — — 1 6,800 103 — $ — $ — 2 $ 7,744 $ 116
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 equity securities, at September 30, 2018 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 $ 49,477 $ 49,466 $ 1,398 $ 1,396 Due after one year through five years 104,633 103,861 25,735 24,447 Due after five years through ten years 34,663 34,218 4,914 4,769 Due after ten years 22,632 22,974 57,617 54,206 211,405 210,519 89,664 84,818 Residential mortgage-backed securities 379,759 369,213 22,804 22,199 Collateralized mortgage obligations 290,576 283,175 148,399 141,135 Commercial mortgage-backed securities 11,760 11,589 87,296 84,236 $ 893,500 $ 874,496 $ 348,163 $ 332,388

Non-Covered Loans and Allowan_2

Non-Covered Loans and Allowance for Non-Covered Loan Losses (Tables) - Noncovered	9 Months Ended
	Sep. 30, 2018
Loans
Summary of non-covered loans by portfolio segment	Non-covered loans summarized by portfolio segment are as follows (in thousands). September 30, December 31, 2018 2017 Commercial and industrial $ 1,722,097 $ 1,681,205 Real estate 3,381,757 3,011,524 Construction and land development 1,052,409 962,605 Consumer 46,739 40,446 Broker-dealer (1) 593,276 577,889 6,796,278 6,273,669 Allowance for non-covered loan losses (58,861) (60,957) Total non-covered loans, net of allowance $ 6,737,417 $ 6,212,712 (1) Represents margin loans to customers and correspondents associated with our broker-dealer segment operations.
Schedule of carrying values and the outstanding balances of the PCI loans	The following table presents the carrying values and the outstanding balances of non-covered PCI loans (in thousands). September 30, December 31, 2018 2017 Carrying amount $ 32,553 $ 37,204 Outstanding balance 47,698 51,064
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for non-covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 5,259 $ 9,793 $ 7,013 $ 13,116 Additions 340 — 340 — Reclassifications from nonaccretable difference, net (1) 1,053 277 1,603 854 Disposals of loans — (603) (98) (664) Accretion (1,504) (1,851) (3,710) (5,690) Balance, end of period $ 5,148 $ 7,616 $ 5,148 $ 7,616 (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 September 30, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 15,988 $ 4,392 $ 1,136 $ 5,528 $ 22 Unsecured 2,108 1,385 — 1,385 — Real estate: Secured by commercial properties 30,671 13,556 7,514 21,070 891 Secured by residential properties 6,149 1,879 1,974 3,853 319 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 1,189 183 524 707 112 Consumer 2,039 10 — 10 — Broker-dealer — — — — — 58,144 21,405 11,148 32,553 1,344 Non-PCI Commercial and industrial: Secured 25,012 12,878 5,010 17,888 2,739 Unsecured 590 13 — 13 — Real estate: Secured by commercial properties 6,717 3,076 3,130 6,206 782 Secured by residential properties 1,225 769 — 769 — Construction and land development: Residential construction loans 15 — — — — Commercial construction loans and land development 3,475 2,857 545 3,402 49 Consumer 152 45 — 45 — Broker-dealer — — — — — 37,186 19,638 8,685 28,323 3,570 $ 95,330 $ 41,043 $ 19,833 $ 60,876 $ 4,914 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
Summary of average investment in impaired loans by class	Average recorded investment in non-covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Commercial and industrial: Secured $ 23,654 $ 20,452 $ 23,448 $ 18,717 Unsecured 912 713 1,007 817 Real estate: Secured by commercial properties 28,488 35,458 30,786 36,606 Secured by residential properties 4,677 11,412 7,832 11,387 Construction and land development: Residential construction loans — — — 14 Commercial construction loans and land development 2,798 2,590 3,079 3,204 Consumer 52 324 119 382 Broker-dealer — — — — $ 60,581 $ 70,949 $ 66,271 $ 71,127
Summary of non-accrual loans by class	Non-covered non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). September 30, December 31, 2018 2017 Commercial and industrial: Secured $ 21,310 $ 20,262 Unsecured 13 616 Real estate: Secured by commercial properties 7,506 14,620 Secured by residential properties 1,178 1,614 Construction and land development: Residential construction loans — — Commercial construction loans and land development 3,402 611 Consumer 45 56 Broker-dealer — — $ 33,454 $ 37,779
Schedule of information regarding TDRs granted	The Bank did not grant any TDRs during three or nine months ended September 30, 2018 or during the three months ended September 30, 2017. Information regarding TDRs granted during the nine months ended September 30, 2017 is shown in the following tables (dollars in thousands). At September 30, 2018 and December 31, 2017, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Nine Months Ended September 30, 2017 Number of Balance at Balance at Loans Extension End of Period Commercial and industrial: Secured 1 $ 1,357 $ 1,235 Unsecured — — — Real estate: Secured by commercial properties 1 1,481 1,385 Secured by residential properties — — — Construction and land development: Residential construction loans — — — Commercial construction loans and land development 1 655 626 Consumer — — — Broker-dealer — — — 3 $ 3,493 $ 3,246 All of the non-covered loan modifications included in the tables above involved payment term extensions. The Bank did not grant principal reductions on any restructured non-covered loans during the three and nine months ended September 30, 2018 and 2017. The following table presents information regarding TDRs granted during the twelve months preceding September 30, 2018 and 2017, respectively, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding September 30, 2018 Twelve Months Preceding September 30, 2017 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial and industrial: Secured — $ — $ — — $ — $ — Unsecured — — — — — — Real estate: Secured by commercial properties 1 3,294 3,130 1 1,481 1,385 Secured by residential properties — — — — — — Construction and land development: Residential construction loans — — — — — — Commercial construction loans and land development — — — — — — Consumer — — — — — — Broker-dealer — — — — — — 1 $ 3,294 $ 3,130 1 $ 1,481 $ 1,385
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 September 30, 2018 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ 17,853 $ 12,710 $ 6,035 $ 36,598 $ 1,528,645 $ 5,528 $ 1,570,771 $ 3,544 Unsecured 2,417 460 — 2,877 147,064 1,385 151,326 — Real estate: Secured by commercial properties 6,970 3,130 1,821 11,921 2,445,812 21,070 2,478,803 — Secured by residential properties 1,248 663 696 2,607 896,494 3,853 902,954 688 Construction and land development: Residential construction loans 739 — — 739 240,901 — 241,640 — Commercial construction loans and land development 3,100 1,035 — 4,135 805,927 707 810,769 — Consumer 373 1,293 — 1,666 45,063 10 46,739 — Broker-dealer — — — — 593,276 — 593,276 — $ 32,700 $ 19,291 $ 8,552 $ 60,543 $ 6,703,182 $ 32,553 $ 6,796,278 $ 4,232 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
Schedule of internal risk grades of loans by class	The following tables present the internal risk grades of non-covered loans, as previously described, in the portfolio by class (in thousands). September 30, 2018 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 1,499,468 $ 7,289 $ 58,486 $ 5,528 $ 1,570,771 Unsecured 148,499 122 1,320 1,385 151,326 Real estate: Secured by commercial properties 2,399,783 — 57,950 21,070 2,478,803 Secured by residential properties 885,974 — 13,127 3,853 902,954 Construction and land development: Residential construction loans 241,640 — — — 241,640 Commercial construction loans and land development 806,594 — 3,468 707 810,769 Consumer 46,634 — 95 10 46,739 Broker-dealer 593,276 — — — 593,276 $ 6,621,868 $ 7,411 $ 134,446 $ 32,553 $ 6,796,278 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
Schedule of changes in the allowance for loan losses by portfolio segment	Changes in the allowance for non-covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three Months Ended September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 23,517 $ 28,584 $ 7,271 $ 207 $ 417 $ 59,996 Provision (recovery) for loan losses (242) 450 443 27 (371) 307 Loans charged off (1,820) — — (26) — (1,846) Recoveries on charged off loans 366 31 — 7 — 404 Balance, end of period $ 21,821 $ 29,065 $ 7,714 $ 215 $ 46 $ 58,861 Commercial and Construction and Nine Months Ended September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 23,674 $ 28,775 $ 7,844 $ 311 $ 353 $ 60,957 Provision (recovery) for loan losses (123) 186 (130) (82) (307) (456) Loans charged off (5,236) (30) — (69) — (5,335) Recoveries on charged off loans 3,506 134 — 55 — 3,695 Balance, end of period $ 21,821 $ 29,065 $ 7,714 $ 215 $ 46 $ 58,861 Commercial and Construction and Three Months Ended September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,834 $ 28,734 $ 7,645 $ 524 $ 471 $ 59,208 Provision (recovery) for loan losses 2,165 (1,278) 144 (147) (405) 479 Loans charged off (1,264) (5) (3) (33) — (1,305) Recoveries on charged off loans 280 88 4 25 — 397 Balance, end of period $ 23,015 $ 27,539 $ 7,790 $ 369 $ 66 $ 58,779 Commercial and Construction and Nine Months Ended September 30, 2017 Industrial Real Estate Land Development Consumer Broker-Dealer Total Balance, beginning of period $ 21,369 $ 25,236 $ 7,002 $ 424 $ 155 $ 54,186 Provision (recovery) for loan losses 3,376 2,424 796 74 (89) 6,581 Loans charged off (3,070) (305) (13) (194) — (3,582) Recoveries on charged off loans 1,340 184 5 65 — 1,594 Balance, end of period $ 23,015 $ 27,539 $ 7,790 $ 369 $ 66 $ 58,779
Schedule of loan portfolio distributed by portfolio segment and impairment methodology	The non-covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 17,255 $ 5,947 $ 3,402 $ — $ — $ 26,604 Loans collectively evaluated for impairment 1,697,929 3,350,887 1,048,300 46,729 593,276 6,737,121 PCI Loans 6,913 24,923 707 10 — 32,553 $ 1,722,097 $ 3,381,757 $ 1,052,409 $ 46,739 $ 593,276 $ 6,796,278 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
Schedule of allowance for loan losses distributed by portfolio segment and impairment methodology	The allowance for non-covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Consumer Broker-Dealer Total Loans individually evaluated for impairment $ 2,739 $ 782 $ 49 $ — $ — $ 3,570 Loans collectively evaluated for impairment 19,060 27,073 7,553 215 46 53,947 PCI Loans 22 1,210 112 — — 1,344 $ 21,821 $ 29,065 $ 7,714 $ 215 $ 46 $ 58,861 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

Covered Assets and Indemnific_2

Covered Assets and Indemnification Asset (Tables) - Covered	9 Months Ended
	Sep. 30, 2018
Loans
Summary of carrying value of the loans	The following table presents the carrying value of the covered loans summarized by portfolio segment (in thousands). September 30, December 31, 2018 2017 Commercial and industrial $ 890 $ 1,055 Real estate 141,858 179,359 Construction and land development 1,280 1,715 144,028 182,129 Allowance for covered loans (1,291) (2,729) Total covered loans, net of allowance $ 142,737 $ 179,400
Schedule of carrying value and the outstanding balance of the PCI loans	The following table presents the carrying value and the outstanding contractual balance of covered PCI loans (in thousands). September 30, December 31, 2018 2017 Carrying amount $ 65,004 $ 87,113 Outstanding balance 138,490 179,019
Schedule of changes in the accretable yield for the PCI loans	Changes in the accretable yield for covered PCI loans were as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 81,393 $ 128,307 $ 91,833 $ 143,731 Reclassifications from nonaccretable difference, net (1) 5,649 4,096 15,364 27,120 Transfer of loans to covered OREO (2) (142) (77) (989) (857) Accretion (6,987) (10,040) (26,295) (47,708) Balance, end of period $ 79,913 $ 122,286 $ 79,913 $ 122,286 (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 September 30, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial and industrial: Secured $ 3,156 $ — $ 130 $ 130 $ 14 Unsecured 5,380 — — — — Real estate: Secured by commercial properties 50,379 1,580 6,671 8,251 469 Secured by residential properties 112,174 186 56,437 56,623 785 Construction and land development: Residential construction loans 643 — — — — Commercial construction loans and land development 9,790 — — — — 181,522 1,766 63,238 65,004 1,268 Non-PCI Commercial and industrial: Secured 44 — — — — Unsecured — — — — — Real estate: Secured by commercial properties — — — — — Secured by residential properties 7,236 6,048 — 6,048 — Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 9 5 — 5 — 7,289 6,053 — 6,053 — $ 188,811 $ 7,819 $ 63,238 $ 71,057 $ 1,268 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
Summary of average investment in impaired loans by class	Average investment in covered impaired loans is summarized by class in the following table (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Commercial and industrial: Secured $ 139 $ 396 $ 162 $ 775 Unsecured — 105 — 170 Real estate: Secured by commercial properties 12,817 28,110 15,905 39,323 Secured by residential properties 63,082 68,843 65,699 73,093 Construction and land development: Residential construction loans — — — — Commercial construction loans and land development 5 1,384 11 2,762 $ 76,043 $ 98,838 $ 81,777 $ 116,123
Summary of non-accrual loans by class	Covered non-accrual loans are summarized by class in the following table (in thousands). September 30, December 31, 2018 2017 Commercial and industrial: Secured $ — $ — Unsecured — — Real estate: Secured by commercial properties — — Secured by residential properties 5,772 5,087 Construction and land development: Residential construction loans — — Commercial construction loans and land development 5 17 $ 5,777 $ 5,104
Schedule of analysis of the aging of the entity's loan portfolio	An analysis of the aging of the Bank’s covered loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total (Non ‑ PCI) Past Due September 30, 2018 30 ‑ 59 Days 60 ‑ 89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial and industrial: Secured $ — $ — $ — $ — $ 760 $ 130 $ 890 $ — Unsecured — — — — — — — — Real estate: Secured by commercial properties 65 — — 65 8,799 8,251 17,115 — Secured by residential properties 2,342 555 2,293 5,190 62,930 56,623 124,743 — Construction and land development: Residential construction loans — — — — — — — — Commercial construction loans and land development — — — — 1,280 — 1,280 — $ 2,407 $ 555 $ 2,293 $ 5,255 $ 73,769 $ 65,004 $ 144,028 $ — 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
Schedule of internal risk grades of loans	The following tables present the internal risk grades of covered loans in the portfolio by class (in thousands). September 30, 2018 Pass Special Mention Substandard PCI Total Commercial and industrial: Secured $ 379 $ — $ 381 $ 130 $ 890 Unsecured — — — — — Real estate: Secured by commercial properties 8,168 — 696 8,251 17,115 Secured by residential properties 64,100 395 3,625 56,623 124,743 Construction and land development: Residential construction loans — — — — — Commercial construction loans and land development 1,264 — 16 — 1,280 $ 73,911 $ 395 $ 4,718 $ 65,004 $ 144,028 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
Schedule of changes in the allowance for loan losses by portfolio segment	Changes in the allowance for covered loan losses, distributed by portfolio segment, are shown below (in thousands). Commercial and Construction and Three months ended September 30, 2018 Industrial Real Estate Land Development Total Balance, beginning of period $ 19 $ 1,955 $ — $ 1,974 Recovery of loan losses (1) (677) — (678) Loans charged off — (6) — (6) Recoveries on charged off loans — 1 — 1 Balance, end of period $ 18 $ 1,273 $ — $ 1,291 Commercial and Construction and Nine months ended September 30, 2018 Industrial Real Estate Land Development Total Balance, beginning of period $ 24 $ 2,702 $ 3 $ 2,729 Recovery of loan losses (6) (1,367) (9) (1,382) Loans charged off — (63) — (63) Recoveries on charged off loans — 1 6 7 Balance, end of period $ 18 $ 1,273 $ — $ 1,291 Commercial and Construction and Three months ended September 30, 2017 Industrial Real Estate Land Development Total Balance, beginning of period $ 47 $ 684 $ 628 $ 1,359 Provision (recovery) for loan losses 34 1,093 (346) 781 Loans charged off — — — — Recoveries on charged off loans — — 1 1 Balance, end of period $ 81 $ 1,777 $ 283 $ 2,141 Commercial and Construction and Nine months ended September 30, 2017 Industrial Real Estate Land Development Total Balance, beginning of period $ 35 $ 378 $ — $ 413 Provision for loan losses 46 1,915 276 2,237 Loans charged off (6) (521) — (527) Recoveries on charged off loans 6 5 7 18 Balance, end of period $ 81 $ 1,777 $ 283 $ 2,141
Schedule of loan portfolio distributed by portfolio segment and impairment methodology	The covered loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 760 76,984 1,280 79,024 PCI Loans 130 64,874 — 65,004 $ 890 $ 141,858 $ 1,280 $ 144,028 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
Schedule of allowance for loan losses distributed by portfolio segment and impairment methodology	The allowance for covered loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Commercial and Construction and September 30, 2018 Industrial Real Estate Land Development Total Loans individually evaluated for impairment $ — $ — $ — $ — Loans collectively evaluated for impairment 4 19 — 23 PCI Loans 14 1,254 — 1,268 $ 18 $ 1,273 $ — $ 1,291 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
Summary of the activity in covered OREO	A summary of the activity in covered OREO is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 34,895 $ 42,304 $ 36,744 $ 51,642 Additions to covered OREO 438 1,039 5,284 6,166 Dispositions of covered OREO (5,173) (2,612) (10,145) (14,942) Valuation adjustments in the period (304) (388) (2,027) (2,523) Balance, end of period $ 29,856 $ 40,343 $ 29,856 $ 40,343
Summary of the activity in the FDIC Indemnification Asset	A summary of the activity in the FDIC Indemnification Asset is as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 23,525 $ 40,304 $ 29,340 $ 71,313 FDIC Indemnification Asset accretion (amortization) (694) (5,348) (6,509) (13,533) Transfers to due from FDIC and other — (1,813) — (24,637) Balance, end of period $ 22,831 $ 33,143 $ 22,831 $ 33,143

Mortgage Servicing Rights (Tabl

Mortgage Servicing Rights (Tables)	9 Months Ended
	Sep. 30, 2018
Mortgage Servicing Rights
Schedule of change in fair value of the Company's MSR, as included in other assets within the consolidated balance sheets	The following tables present the changes in fair value of the Company’s MSR asset, as included in other assets within the consolidated balance sheets, and other information related to the serviced portfolio (dollars in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 57,373 $ 43,580 $ 54,714 $ 61,968 Additions 11,361 5,939 21,090 8,429 Sales — — (9,303) (17,499) Changes in fair value: Due to changes in model inputs or assumptions (1) 1,311 (550) 5,984 (1,757) Due to customer payoffs (1,241) (1,203) (3,681) (3,375) Balance, end of period $ 68,804 $ 47,766 $ 68,804 $ 47,766 September 30, December 31, 2018 2017 Mortgage loans serviced for others $ 4,939,171 $ 4,762,042 MSR asset as a percentage of serviced mortgage loans 1.39 % 1.15 % (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	September 30, December 31, 2018 2017 Weighted average constant prepayment rate 9.15 % 10.93 % Weighted average discount rate 11.11 % 11.03 % Weighted average life (in years) 7.7 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). September 30, December 31, 2018 2017 Constant prepayment rate: Impact of 10% adverse change $ (1,962) $ (1,948) Impact of 20% adverse change (3,980) (3,839) Discount rate: Impact of 10% adverse change (2,899) (2,135) Impact of 20% adverse change (5,556) (4,103)

Deposits (Tables)

Deposits (Tables)	9 Months Ended
	Sep. 30, 2018
Deposits
Summary of deposits	Deposits are summarized as follows (in thousands). September 30, December 31, 2018 2017 Noninterest-bearing demand $ 2,525,677 $ 2,411,849 Interest-bearing: NOW accounts 1,256,547 1,202,752 Money market 2,559,451 2,222,555 Brokered - money market 11,547 101,624 Demand 407,059 411,771 Savings 184,869 218,812 Time 1,345,083 1,313,482 Brokered - time — 95,274 $ 8,290,233 $ 7,978,119

Short-term Borrowings (Tables)

Short-term Borrowings (Tables)	9 Months Ended
	Sep. 30, 2018
Short-term borrowings
Schedule of short-term borrowings	Short-term borrowings are summarized as follows (in thousands). September 30, December 31, 2018 2017 Federal funds purchased $ 88,075 $ 101,775 Securities sold under agreements to repurchase 459,574 539,149 Federal Home Loan Bank 400,000 250,000 Short-term bank loans 269,000 315,500 $ 1,216,649 $ 1,206,424
Federal funds purchased and securities sold under agreements to repurchase.
Short-term borrowings
Schedule of short-term borrowings	Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands). Nine Months Ended September 30, 2018 2017 Average balance during the period $ 683,835 $ 549,425 Average interest rate during the period 1.76 % 0.98 % September 30, December 31, 2018 2017 Average interest rate at end of period 2.01 % 1.21 % Securities underlying the agreements at end of period: Carrying value $ 474,266 $ 581,636 Estimated fair value $ 490,719 $ 598,300
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). Nine Months Ended September 30, 2018 2017 Average balance during the period $ 253,022 $ 435,531 Average interest rate during the period 2.04 % 1.05 % September 30, December 31, 2018 2017 Average interest rate at end of period % %

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2018
Notes Payable
Schedule of notes payable	Notes payable consisted of the following (in thousands). September 30, December 31, 2018 2017 Senior Notes due April 2025, net of discount of $1,431 and $1,545, respectively $ 148,569 $ 148,455 FHLB notes, net of premium of $241 and $436, respectively, with maturities ranging from September 2020 to June 2030 4,497 19,402 NLIC note payable due May 2033 10,000 10,000 NLIC note payable due September 2033 10,000 10,000 ASIC note payable due April 2034 7,500 7,500 Insurance company line of credit due December 31, 2018 — 1,000 Ventures Management lines of credit due January 2019 39,626 12,452 $ 220,192 $ 208,809

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies
Schedule of roll-forward of claims activity for loans put-back to the mortgage origination segment	The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands). Representation and Warranty Specific Claims Activity - Origination Loan Balance Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 30,545 $ 32,554 $ 33,702 $ 40,669 Claims made 5,477 10,618 17,827 27,647 Claims resolved with no payment (578) (10,991) (12,331) (29,079) Repurchases (3,513) (1,326) (6,847) (3,014) Indemnification payments — — (420) (5,368) Balance, end of period $ 31,931 $ 30,855 $ 31,931 $ 30,855 Indemnification Liability Reserve Activity Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance, beginning of period $ 23,910 $ 22,367 $ 23,472 $ 18,239 Additions for new sales 857 2,488 2,599 4,480 Repurchases (228) (158) (474) (283) Early payment defaults (72) (41) (259) (170) Indemnification payments (4) — (124) (713) Change in reserves for loans sold in prior years (292) — (1,043) 3,103 Balance, end of period $ 24,171 $ 24,656 $ 24,171 $ 24,656 September 30, December 31, 2018 2017 Reserve for Indemnification Liability (1) : Specific claims $ 14,375 $ 646 Incurred but not reported claims 9,796 22,826 Total $ 24,171 $ 23,472 (1) As a result of the DOJ and HUD agreements discussed above, at September 30, 2018, the Reserve for Indemnification Liability reflects $13.5 million of specific claims that were included in incurred but not reported claims in prior periods.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2018
Stock-Based Compensation
Schedule of nonvested RSU activity	The following table summarizes information about nonvested RSU activity for the nine months ended September 30, 2018 (shares in thousands). RSUs Weighted Average Grant Date Outstanding Fair Value Balance, December 31, 2017 1,318 $ 20.89 Granted 510 $ 24.00 Vested/Released (369) $ 19.84 Forfeited (103) $ 19.98 Balance, September 30, 2018 1,356 $ 22.42

Regulatory Matters (Tables)

Regulatory Matters (Tables)	9 Months Ended
	Sep. 30, 2018
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	The following table shows PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer 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 September 30, 2018 and December 31, 2017, respectively (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio September 30, 2018 Tier 1 capital (to average assets): PlainsCapital $ 1,151,669 11.86 % 4.0 % 4.0 % 5.0 % Hilltop 1,675,285 12.40 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,151,669 13.88 % 6.375 % 7.0 % 6.5 % Hilltop 1,629,899 16.95 % 6.375 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,151,669 13.88 % 7.875 % 8.5 % 8.0 % Hilltop 1,675,285 17.42 % 7.875 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,213,970 14.63 % 9.875 % 10.5 % 10.0 % Hilltop 1,718,018 17.87 % 9.875 % 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, 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
Schedule of net capital position	At September 30, 2018, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent Securities Network Net capital $ 214,906 $ 3,307 Less: required net capital 9,836 250 Excess net capital $ 205,070 $ 3,057 Net capital as a percentage of aggregate debit items 43.7 % Net capital in excess of 5% aggregate debit items $ 190,317
Summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary	A summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary is as follows (in thousands). September 30, December 31, 2018 2017 Statutory capital and surplus: National Lloyds Insurance Company $ 99,195 $ 93,812 American Summit Insurance Company 18,158 22,778 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Statutory net income (loss): National Lloyds Insurance Company $ 5,442 $ (4,147) $ 6,576 $ (10,663) American Summit Insurance Company (2,765) (1,216) (1,482) (693)

Derivative Financial Instrume_2

Derivative Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2018
Derivative Financial Instruments
Schedule of derivative positions	Derivative positions are presented in the following table (in thousands). September 30, 2018 December 31, 2017 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 1,023,165 $ 20,427 $ 850,850 $ 18,851 Customer-based written options 31,200 (122) 21,637 38 Customer-based purchased options 31,200 122 21,637 (38) Commitments to purchase MBSs 2,832,755 2,172 2,831,635 (921) Commitments to sell MBSs 4,858,032 7,894 4,963,498 2,972 Interest rate swaps 22,780 195 25,971 51 U.S. Treasury bond futures and options (1) 242,900 — 214,500 — Eurodollar futures (1) 696,000 — — — (1) Changes in the fair value of these contracts are settled daily with the respective counterparties of PrimeLending and the Hilltop Broker-Dealers.

Balance Sheet Offsetting (Table

Balance Sheet Offsetting (Tables)	9 Months Ended
	Sep. 30, 2018
Balance Sheet Offsetting
Schedule of the assets subject to an enforceable master netting arrangement or repurchase agreements	The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands). Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Assets Cash of Recognized Offset in the Presented in the Financial Collateral Net Assets Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2018 Securities borrowed: Institutional counterparties $ 1,453,985 $ — $ 1,453,985 $ (1,395,791) $ — $ 58,194 Interest rate options: Customer counterparties 122 — 122 — — 122 Interest rate swaps: Institutional counterparties 195 — 195 (223) — (28) Reverse repurchase agreements: Institutional counterparties 164,656 — 164,656 (163,869) — 787 Forward MBS derivatives: Institutional counterparties 13,684 (293) 13,391 (6,160) — 7,231 $ 1,632,642 $ (293) $ 1,632,349 $ (1,566,043) $ — $ 66,306 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
Schedule of the liabilities subject to an enforceable master netting arrangement or repurchase agreements	Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Liabilities Cash of Recognized Offset in the Presented in the Financial Collateral Net Liabilities Balance Sheet Balance Sheet Instruments Pledged Amount September 30, 2018 Securities loaned: Institutional counterparties $ 1,340,502 $ — $ 1,340,502 $ (1,283,453) $ — $ 57,049 Interest rate options: Institutional counterparties 122 — 122 — — 122 Repurchase agreements: Institutional counterparties 409,424 — 409,424 (409,424) — — Customer counterparties 50,150 — 50,150 (50,150) — — Forward MBS derivatives: Institutional counterparties 3,325 — 3,325 (3,325) — — $ 1,803,523 $ — $ 1,803,523 $ (1,746,352) $ — $ 57,171 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: 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
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 September 30, 2018 and December 31, 2017. Remaining Contractual Maturities Overnight and Greater Than September 30, 2018 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 86,476 $ — $ — $ — $ 86,476 Asset-backed securities 373,098 — — — 373,098 Securities lending transactions: Corporate securities 182 — — — 182 Equity securities 1,340,320 — — — 1,340,320 Total $ 1,800,076 $ — $ — $ — $ 1,800,076 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,800,076 Amount related to agreements not included in offsetting disclosure above $ — 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 $ —

Broker-Dealer and Clearing Or_2

Broker-Dealer and Clearing Organization Receivables and Payables (Tables)	9 Months Ended
	Sep. 30, 2018
Broker-Dealer and Clearing Organization Receivables and Payables
Schedule of broker-dealer and clearing organization receivables and payables	Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands). September 30, December 31, 2018 2017 Receivables: Securities borrowed $ 1,453,985 $ 1,386,821 Securities failed to deliver 18,294 25,491 Trades in process of settlement — 29,412 Other 19,228 22,654 $ 1,491,507 $ 1,464,378 Payables: Securities loaned $ 1,340,502 $ 1,215,093 Correspondents 22,477 30,160 Securities failed to receive 15,663 37,864 Trades in process of settlement 12,043 — Other 5,716 4,446 $ 1,396,401 $ 1,287,563

Reserves for Losses and Loss _2

Reserves for Losses and Loss Adjustment Expenses (Tables)	9 Months Ended
	Sep. 30, 2018
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). September 30, December 31, 2018 2017 Reserve for unpaid losses and allocated LAE balance, net $ 16,831 $ 17,470 Reinsurance recoverables on unpaid losses 5,038 11,495 Unallocated LAE 934 1,248 Reserve for unpaid losses and LAE balance, gross $ 22,803 $ 30,213
Summary of claims loss reserve development activity	A summary of claims loss reserve development activity is presented in the following table (dollars in thousands). September 30, 2018 Total of IBNR Reserves Plus Expected Cumulative Accident Nine Months Ended September 30, 2018 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2014 $ 83,703 $ 84,000 $ 45 13,104 2015 86,453 87,157 279 15,034 2016 82,967 84,439 874 21,373 2017 85,787 88,566 1,885 22,027 2018 43,442 54,709 5,880 10,039 Total 382,352 $ 398,871 312 All outstanding reserves prior to 2014, net of reinsurance $ 16,831 Reserve for unpaid losses and allocated LAE, net of reinsurance

Reinsurance Activity (Tables)

Reinsurance Activity (Tables)	9 Months Ended
	Sep. 30, 2018
Reinsurance Activity
Schedule of effects of reinsurance on premiums written and earned	The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Written Earned Written Earned Written Earned Written Earned Premiums from direct business $ 32,738 $ 33,399 $ 33,909 $ 36,096 $ 101,624 $ 100,139 $ 107,497 $ 110,048 Reinsurance assumed 3,414 3,181 3,200 2,993 10,023 9,292 9,427 8,721 Reinsurance ceded (2,353) (2,395) (4,028) (4,596) (6,698) (6,826) (10,215) (12,116) Net premiums $ 33,799 $ 34,185 $ 33,081 $ 34,493 $ 104,949 $ 102,605 $ 106,709 $ 106,653
Schedule of effects of reinsurance on incurred losses	The effects of reinsurance on incurred losses and LAE are as follows (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Losses and LAE incurred $ 19,158 $ 67,152 $ 56,479 $ 122,806 Reinsurance recoverables (446) (35,918) 2,174 (36,688) Net loss and LAE incurred $ 18,712 $ 31,234 $ 58,653 $ 86,118

Segment and Related Informati_2

Segment and Related Information (Tables)	9 Months Ended
	Sep. 30, 2018
Segment and Related Information
Schedule of information about the segment revenues, operating results, goodwill, and assets of entity's reportable segments	The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands). Mortgage All Other and Hilltop Three Months Ended September 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 94,921 $ 12,432 $ 363 $ 733 $ (3,275) $ 5,167 $ 110,341 Recovery of loan losses — (371) — — — — (371) Noninterest income 11,365 82,834 144,400 36,724 523 (6,149) 269,697 Noninterest expense 67,714 85,713 140,006 33,807 8,656 (185) 335,711 Income (loss) before income taxes $ 38,572 $ 9,924 $ 4,757 $ 3,650 $ (11,408) $ (797) $ 44,698 Mortgage All Other and Hilltop Nine Months Ended September 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 269,517 $ 37,873 $ 2,009 $ 2,313 $ (7,848) $ 14,745 $ 318,609 Recovery of loan losses (1,531) (307) — — — — (1,838) Noninterest income 32,188 224,969 434,262 108,288 1,246 (16,679) 784,274 Noninterest expense 192,626 241,456 420,736 104,532 23,399 (319) 982,430 Income (loss) before income taxes $ 110,610 $ 21,693 $ 15,535 $ 6,069 $ (30,001) $ (1,615) $ 122,291 Mortgage All Other and Hilltop Three Months Ended September 30, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 89,322 $ 12,215 $ 94 $ 864 $ (2,589) $ 5,074 $ 104,980 Provision (recovery) for loan losses 1,665 (405) — — — — 1,260 Noninterest income 11,414 91,418 163,758 36,839 182 (5,134) 298,477 Noninterest expense 62,750 83,836 151,056 47,015 9,325 (140) 353,842 Income (loss) before income taxes $ 36,321 $ 20,202 $ 12,796 $ (9,312) $ (11,732) $ 80 $ 48,355 Mortgage All Other and Hilltop Nine Months Ended September 30, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 273,595 $ 31,052 $ (791) $ 1,982 $ (7,413) $ 14,631 $ 313,056 Provision (recovery) for loan losses 8,907 (89) — — — — 8,818 Noninterest income 49,323 266,779 487,033 113,562 12,792 (14,881) 914,608 Noninterest expense 186,075 252,395 444,263 133,444 25,010 (602) 1,040,585 Income (loss) before income taxes $ 127,936 $ 45,525 $ 41,979 $ (17,900) $ (19,631) $ 352 $ 178,261 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated September 30, 2018 Goodwill $ 247,368 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 291,435 Total assets $ 9,946,278 $ 3,341,891 $ 1,767,554 $ 283,253 $ 2,136,398 $ (3,710,838) $ 13,764,536 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

Earnings per Common Share (Tabl

Earnings per Common Share (Tables)	9 Months Ended
	Sep. 30, 2018
Earnings per Common Share
Schedule of the computation of basic and diluted earnings per common share	The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic earnings per share: Income attributable to Hilltop $ 35,805 $ 30,206 $ 93,326 $ 119,116 Less: income applicable to participating shares — — — — Net earnings available to Hilltop common stockholders $ 35,805 $ 30,206 $ 93,326 $ 119,116 Weighted average shares outstanding - basic 94,554 96,096 95,264 97,554 Basic earnings per common share $ 0.38 $ 0.31 $ 0.98 $ 1.22 Diluted earnings per share: Income attributable to Hilltop $ 35,805 $ 30,206 $ 93,326 $ 119,116 Weighted average shares outstanding - basic 94,554 96,096 95,264 97,554 Effect of potentially dilutive securities 56 210 91 249 Weighted average shares outstanding - diluted 94,610 96,306 95,355 97,803 Diluted earnings per common share $ 0.38 $ 0.31 $ 0.98 $ 1.22

Summary of Significant Accoun_3

Summary of Significant Accounting and Reporting Policies - Basis of Presentation, Ownership (Details) $ in Thousands	Aug. 01, 2018USD ($)	Sep. 30, 2018item
Basis of Presentation
Number of primary business units | item		3
BORO
Basis of Presentation
Aggregate purchase price, cash	$ 85,000
Total identifiable assets acquired	434,763
Non-covered loans, net	326,618
Total liabilities assumed	389,389
Deposits	$ 376,393
PPC
Basis of Presentation
Ownership percentage		100.00%
Securities Holdings
Basis of Presentation
Ownership percentage		100.00%
NLC
Basis of Presentation
Ownership percentage		100.00%
HTH Hillcrest Project LLC
Basis of Presentation
Membership ownership percentage		100.00%
Hilltop Investments I, LLC
Basis of Presentation
Membership ownership percentage		100.00%
PPC | PlainsCapital (the Bank)
Basis of Presentation
Ownership percentage		100.00%
PPC | Hilltop Opportunity Partners LLC
Basis of Presentation
Membership ownership percentage		100.00%
PPC | PCC Statutory Trusts
Basis of Presentation
Ownership percentage		100.00%
PlainsCapital (the Bank) | PrimeLending
Basis of Presentation
Ownership percentage		100.00%
PrimeLending | Ventures Management
Basis of Presentation
Membership ownership percentage		100.00%
Hilltop Investments I, LLC | Hillcrest Land LLC
Basis of Presentation
Membership ownership percentage		50.00%

Recently Issued Accounting St_2

Recently Issued Accounting Standards (Details) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2018USD ($)	Jun. 30, 2018USD ($)	Sep. 30, 2018USD ($)item	Sep. 30, 2017USD ($)	Jan. 01, 2018USD ($)	Dec. 31, 2017USD ($)
Recent Accounting Pronouncements
Accumulated other comprehensive income (loss)			$ (14,722)			$ (394)
Retained earnings			448,923			384,545
Net cash used in operating activities			318,802	$ (482,032)
Amount required to be segregated in cash and securities for the benefit of customers			220,115	$ 207,336		186,578
Equity securities			21,555			21,241
Other equity investments			$ 42,800			$ 38,700
Broker-Dealer
Recent Accounting Pronouncements
Number of primary lines of business | item			6
Banking
Recent Accounting Pronouncements
Number of primary lines of business | item			3
ASU 2018-02 | Other Assets
Recent Accounting Pronouncements
Other equity investments			$ 42,800
ASU 2016-18
Recent Accounting Pronouncements
Net cash used in operating activities	$ 185,500	$ (319,400)
Amount required to be segregated in cash and securities for the benefit of customers	198,200	128,400			$ 186,600
Previously Reported | ASU 2016-18
Recent Accounting Pronouncements
Net change in assets segregated for regulatory purposes	(11,600)	58,200
Net cash used in operating activities	$ 173,900	$ (261,200)
Adjustment | ASU 2018-02
Recent Accounting Pronouncements
Accumulated other comprehensive income (loss)					(100)
Retained earnings					100
Adjustment | ASU 2016-01
Recent Accounting Pronouncements
Accumulated other comprehensive income (loss)					(2,500)
Retained earnings					2,500
Equity securities					21,200
Proforma Adjustment | ASU 2016-02 | Minimum
Recent Accounting Pronouncements
Operating lease liabilities			105,000
Operating Lease, Right-of-Use Asset			100,000
Proforma Adjustment | ASU 2016-02 | Maximum
Recent Accounting Pronouncements
Operating lease liabilities			125,000
Operating Lease, Right-of-Use Asset			$ 120,000
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09
Recent Accounting Pronouncements
Retained earnings					$ 0

Acquisition - Consideration Pai

Acquisition - Consideration Paid (Details) $ in Millions	Aug. 01, 2018USD ($)
BORO
Acquisitions
Cash	$ 85

Acquisition - Identifiable Asse

Acquisition - Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Aug. 01, 2018	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Fair values of the identifiable assets acquired, and liabilities assumed
Preliminary goodwill resulting from the acquisition		$ 291,435	$ 291,435	$ 251,808
BORO
Fair values of the identifiable assets acquired, and liabilities assumed
Cash and due from banks	$ 21,756
Securities	60,477
Non-covered loans, net	326,618
Other assets	25,912
Total identifiable assets acquired	434,763
Deposits	376,393
Short-term borrowings	10,000
Other liabilities	2,996
Total liabilities assumed	389,389
Net identifiable assets acquired	45,374
Preliminary goodwill resulting from the acquisition	39,627
Net identifiable assets acquired	$ 85,001
Allocation to intangible assets
Period within which the acquisition valuations are subject To change	1 year
Transaction and integration related expenses		$ 6,600	$ 6,600
Core Deposits | BORO
Allocation to intangible assets
Intangible Assets	$ 10,000

Acquisition - Acquired Loans at

Acquisition - Acquired Loans at Acquisition Date (Details) - BORO $ in Thousands	Aug. 01, 2018USD ($)
Information about the acquired loans at acquisition
Carryover of Allowance for Loan and Lease Losses, Loans Acquired	$ 0
Total loans	326,618
Commercial and industrial
Information about the acquired loans at acquisition
Total loans	100,386
Real estate
Information about the acquired loans at acquisition
Total loans	180,064
Construction and land development
Information about the acquired loans at acquisition
Total loans	37,134
Consumer
Information about the acquired loans at acquisition
Total loans	9,034
Non-PCI
Information about the acquired loans at acquisition
Total loans	319,089
Non-PCI | Commercial and industrial
Information about the acquired loans at acquisition
Total loans	98,259
Non-PCI | Real estate
Information about the acquired loans at acquisition
Total loans	174,675
Non-PCI | Construction and land development
Information about the acquired loans at acquisition
Total loans	37,134
Non-PCI | Consumer
Information about the acquired loans at acquisition
Total loans	9,021
PCI loans
Information about the acquired loans at acquisition
Total loans	7,529
PCI loans | Commercial and industrial
Information about the acquired loans at acquisition
Total loans	2,127
PCI loans | Real estate
Information about the acquired loans at acquisition
Total loans	5,389
PCI loans | Consumer
Information about the acquired loans at acquisition
Total loans	$ 13

Acquisition - Loans at Acquisit

Acquisition - Loans at Acquisition, Additional Info. and Pro Forma Results (Details) - BORO $ in Thousands	Aug. 01, 2018USD ($)
Acquisitions
Total loans	$ 326,618
PCI loans
Acquisitions
Contractually required principal and interest payments	10,730
Nonaccretable difference	2,859
Cash flows expected to be collected	7,871
Accretable difference	342
Total loans	7,529
Non-PCI
Acquisitions
Contractually required principal and interest payments	381,551
Contractual cash flows not expected to be collected	15,286
Total loans	$ 319,089

Fair Value Measurements - FV Op

Fair Value Measurements - FV Option (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Fair Value Measurements
Mortgage loans held for sale, fair value	$ 1,390	$ 1,580
Mortgage loans held for sale, unpaid principal balance	$ 1,350	$ 1,530

Fair Value Measurements - Recur

Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Financial assets:
Trading securities	$ 660,314	$ 730,685
Available for sale securities	874,496	744,319
Equity securities	21,555	21,241
Financial liabilities:
Securities sold, not yet purchased	179,582	232,821
Recurring
Financial assets:
Trading securities	660,314	730,685
Available for sale securities	874,496	744,319
Equity securities	21,555	21,241
Loans held for sale	1,387,622	1,581,603
Derivative assets	45,979	34,150
MSR asset	68,804	54,714
Financial liabilities:
Securities sold, not yet purchased	179,582	232,821
Derivative liabilities	15,291	13,197
Recurring | Level 1
Financial assets:
Trading securities	2,341	3,329
Equity securities	21,555	21,241
Financial liabilities:
Securities sold, not yet purchased	116,965	156,586
Recurring | Level 2
Financial assets:
Trading securities	657,973	727,356
Available for sale securities	874,496	744,319
Loans held for sale	1,333,257	1,544,631
Derivative assets	45,979	34,150
Financial liabilities:
Securities sold, not yet purchased	62,617	76,235
Derivative liabilities	15,291	13,197
Recurring | Level 3
Financial assets:
Loans held for sale	54,365	36,972
MSR asset	$ 68,804	$ 54,714

Fair Value Measurements - Roll

Fair Value Measurements - Roll Forward, Level 3 (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	$ 98,154	$ 73,617	$ 91,686	$ 97,769
Purchases/Additions	30,517	14,820	60,796	33,813
Sales/Reductions	(4,614)	(5,685)	(26,430)	(40,607)
Total gains or losses (realized or unrealized):
Included in Net Income	(888)	(3,441)	(2,883)	(11,664)
Asset balance, end of period	123,169	79,311	123,169	79,311
Loans Held for Sale
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	40,781	30,037	36,972	35,801
Purchases/Additions	19,156	8,881	39,706	25,384
Sales/Reductions	(4,614)	(5,685)	(17,127)	(23,108)
Total gains or losses (realized or unrealized):
Included in Net Income	(958)	(1,688)	(5,186)	(6,532)
Asset balance, end of period	54,365	31,545	54,365	31,545
MSR
Rollforward for financial instruments measured at fair value using Level 3 inputs
Asset balance, beginning of period	57,373	43,580	54,714	61,968
Purchases/Additions	11,361	5,939	21,090	8,429
Sales/Reductions			(9,303)	(17,499)
Total gains or losses (realized or unrealized):
Included in Net Income	70	(1,753)	2,303	(5,132)
Asset balance, end of period	$ 68,804	$ 47,766	$ 68,804	$ 47,766

Fair Value Measurements - Level

Fair Value Measurements - Level 3, Inputs, Recurring (Details) - Level 3 - Recurring - Discounted cash flow	9 Months Ended
	Sep. 30, 2018
Loans Held for Sale | Weighted average
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	95.00%
Loans Held for Sale | Minimum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	92.00%
Loans Held for Sale | Maximum
Significant unobservable inputs used in the fair value measurements
Projected price (as a percent)	96.00%
MSR | Weighted average
Significant unobservable inputs used in the fair value measurements
Constant prepayment rate (as a percent)	9.15%
Discount rates (as a percent)	11.11%

Fair Value Measurements - Chang

Fair Value Measurements - Change in FV (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Fair Value, Transfers Between Level 1 and Level 2
Transfers of assets from level 1 to level 2	$ 0	$ 0	$ 0	$ 0
Transfers of assets from level 2 to level 1	0	0	0	0
Transfers of liabilities from level 1 to level 2	0	0	0	0
Transfers of liabilities from level 2 to level 1	0	0	0	0
Fair Value Option
Net Gains (Losses)	116,243	138,498	354,488	416,336
Other Noninterest Income	31,810	35,875	72,422	131,876
Loans Held for Sale
Fair Value Option
Net Gains (Losses)	(20,417)	(4,443)	(12,693)	26,650
Total Changes in Fair Value	(20,417)	(4,443)	(12,693)	26,650
MSR
Fair Value Option
Net Gains (Losses)	70	(1,753)	2,303	(5,132)
Total Changes in Fair Value	$ 70	$ (1,753)	$ 2,303	$ (5,132)

Fair Value Measurements - Impai

Fair Value Measurements - Impaired Loans (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Aug. 01, 2018	Jan. 01, 2015	Sep. 13, 2013	Nov. 30, 2012
BORO
Fair value measurements
Fair value of loans acquired		$ 326,618
BORO | PCI loans
Fair value measurements
Fair value of loans acquired		7,529
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	83.00%
Weighted average loss severity rate	67.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	55.00%
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	35.00%
Weighted average loss severity rate	13.00%
Weighted average prepayment speed	6.00%
Weighted average expected loss	5.00%
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	70.00%
Weighted average loss severity rate	28.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	20.00%
Level 3 | BORO | PCI loans
Fair value measurements
Fair value of loans acquired		$ 7,500
Level 3 | BORO | PCI loans | Weighted average
Fair Value Inputs [Abstract]
Weighted average default rate	63.00%
Weighted average loss severity rate	45.00%
Weighted average prepayment speed	0.00%
Weighted average expected loss	26.00%

Fair Value Measurements - OREO

Fair Value Measurements - OREO (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016	Sep. 13, 2013
Fair Value
Non-covered impaired loans	$ 6,737,417		$ 6,737,417			$ 6,212,712
Covered impaired loans	142,737		142,737			179,400
Covered other real estate owned	29,856	$ 40,343	29,856	$ 40,343	$ 34,895	36,744	$ 42,304	$ 51,642
Total Gains (Losses) of impaired loans	371	(1,260)	1,838	(8,818)
Covered
Fair Value
Covered impaired loans	142,737		142,737			179,400
Total Gains (Losses) of impaired loans	678	(781)	1,382	(2,237)
Noncovered
Fair Value
Non-covered impaired loans	6,737,417		6,737,417			6,212,712
Total Gains (Losses) of impaired loans	(307)	(479)	456	(6,581)
Estimate of Fair Value
Fair Value
Non-covered impaired loans	6,833,717		6,833,717			6,406,757
Covered impaired loans	217,503		217,503			269,386
Level 2 | Estimate of Fair Value
Fair Value
Non-covered impaired loans	593,276		593,276			577,889
Level 2 | Estimate of Fair Value | Covered
Fair Value
Covered other real estate owned	29,900		29,900			36,700
Level 2 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered other real estate owned	2,700		2,700			3,900
Level 3 | Estimate of Fair Value
Fair Value
Non-covered impaired loans	6,240,441		6,240,441			5,828,868
Covered impaired loans	217,503		217,503			$ 269,386
Nonrecurring | Estimate of Fair Value | Covered
Fair Value
Covered impaired loans	63,194		63,194
Covered other real estate owned	19,555		19,555
Total Gains (Losses) of impaired loans	683	(787)	1,429	(1,764)
Total Gains (Losses) of other real estate owned	(303)	(388)	(2,027)	(2,523)
Nonrecurring | Estimate of Fair Value | Noncovered
Fair Value
Non-covered impaired loans	17,749		17,749
Non-covered other real estate owned	529		529
Total Gains (Losses) of impaired loans	(15)	793	(1,486)	323
Total Gains (Losses) of other real estate owned	(91)	$ (135)	(167)	$ (258)
Nonrecurring | Level 2 | FNB | Covered | PlainsCapital (the Bank)
Fair value measurements
Acquired OREO									$ 135,200
Nonrecurring | Level 2 | Estimate of Fair Value | Covered
Fair Value
Covered other real estate owned	19,555		19,555
Nonrecurring | Level 2 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered other real estate owned	529		529
Nonrecurring | Level 3 | Estimate of Fair Value | Covered
Fair Value
Covered impaired loans	63,194		63,194
Nonrecurring | Level 3 | Estimate of Fair Value | Noncovered
Fair Value
Non-covered impaired loans	$ 17,749		$ 17,749

Fair Value Measurements - Estim

Fair Value Measurements - Estimated Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016
Financial assets:
Held to maturity securities	$ 332,388		$ 349,939
Non-covered loans, net	6,737,417		6,212,712
Covered loans, net	142,737		179,400
Broker-dealer and clearing organization receivables	1,491,507		1,464,378
FDIC indemnification asset	22,831	$ 23,525	29,340	$ 33,143	$ 40,304	$ 71,313
Financial liabilities:
Broker-dealer and clearing organization payables	1,396,401		1,287,563
Carrying Amount
Financial assets:
Cash and cash equivalents	406,150		487,382
Assets segregated for regulatory purposes	220,115		186,578
Securities purchased under agreements to resell	164,656		186,537
Held to maturity securities	348,163		355,849
Loans held for sale	137,358		133,754
Non-covered loans, net	6,737,417		6,212,712
Covered loans, net	142,737		179,400
Broker-dealer and clearing organization receivables	1,491,507		1,464,378
FDIC indemnification asset	22,831		29,340
Other assets	70,998		64,862
Financial liabilities:
Deposits	8,290,233		7,978,119
Broker-dealer and clearing organization payables	1,396,401		1,287,563
Short-term borrowings	1,216,649		1,206,424
Debt	287,204		275,821
Other liabilities	6,032		4,795
Estimate of Fair Value
Financial assets:
Cash and cash equivalents	406,150		487,382
Assets segregated for regulatory purposes	220,115		186,578
Securities purchased under agreements to resell	164,656		186,537
Held to maturity securities	332,388		349,939
Loans held for sale	137,358		133,754
Non-covered loans, net	6,833,717		6,406,757
Covered loans, net	217,503		269,386
Broker-dealer and clearing organization receivables	1,491,507		1,464,378
FDIC indemnification asset	22,831		20,122
Other assets	70,998		64,862
Financial liabilities:
Deposits	8,279,098		7,973,101
Broker-dealer and clearing organization payables	1,396,401		1,287,563
Short-term borrowings	1,216,649		1,206,424
Debt	284,921		289,719
Other liabilities	6,032		4,795
Estimate of Fair Value | Level 1
Financial assets:
Cash and cash equivalents	406,150		487,382
Assets segregated for regulatory purposes	220,115		186,578
Estimate of Fair Value | Level 2
Financial assets:
Securities purchased under agreements to resell	164,656		186,537
Held to maturity securities	332,388		349,939
Loans held for sale	137,358		133,754
Non-covered loans, net	593,276		577,889
Broker-dealer and clearing organization receivables	1,491,507		1,464,378
Other assets	69,940		59,053
Financial liabilities:
Deposits	8,279,098		7,973,101
Broker-dealer and clearing organization payables	1,396,401		1,287,563
Short-term borrowings	1,216,649		1,206,424
Debt	284,921		289,719
Other liabilities	6,032		4,795
Estimate of Fair Value | Level 3
Financial assets:
Non-covered loans, net	6,240,441		5,828,868
Covered loans, net	217,503		269,386
FDIC indemnification asset	22,831		20,122
Other assets	$ 1,058		$ 5,809

Fair Value Measurements - Adjus

Fair Value Measurements - Adjustments to the carrying value of investments (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Fair Value Measurements
Other equity investments	$ 42,800	$ 42,800	$ 38,700
Adjustments to the carrying value of these investments
Balance, beginning of period	26,151	22,946
Additional investments		1,411
Upward adjustments	265	3,642
Impairments and downward adjustments	(1)	(1,584)
Balance, end of period	$ 26,415	$ 26,415

Securities - Trading Securities

Securities - Trading Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Schedule of fair value of trading securities
Trading Securities	$ 660,314	$ 730,685
Investment-related Liabilities
Securities sold, not yet purchased, at fair value	179,582	232,821
US Treasury Securities
Schedule of fair value of trading securities
Trading Securities	2,328
Bonds
Schedule of fair value of trading securities
Trading Securities	30,223	52,078
Residential mortgage-backed Securities
Schedule of fair value of trading securities
Trading Securities	360,091	372,817
Commercial mortgage-backed securities
Schedule of fair value of trading securities
Trading Securities	5,781	6,125
Collateralized mortgage obligations
Schedule of fair value of trading securities
Trading Securities	35,708	5,122
Corporate securities
Schedule of fair value of trading securities
Trading Securities	74,249	96,182
States and political subdivisions
Schedule of fair value of trading securities
Trading Securities	119,751	170,413
Unit investment trusts
Schedule of fair value of trading securities
Trading Securities	24,013	22,612
Private-label securitized product
Schedule of fair value of trading securities
Trading Securities	4,806	1,631
Other
Schedule of fair value of trading securities
Trading Securities	$ 3,364	$ 3,705

Securities - AFS and HTM, Amort

Securities - AFS and HTM, Amortized Cost and FV (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Available for sale
Total amortized cost	$ 893,500	$ 893,500	$ 748,255
Gross Unrealized Gains	1,408	1,408	4,603
Gross Unrealized Losses	(20,412)	(20,412)	(8,539)
Fair Value	874,496	874,496	744,319
Held to maturity
Amortized cost	348,163	348,163	355,849
Unrealized Gains	22	22	741
Unrealized Losses	(15,797)	(15,797)	(6,651)
Held to maturity, fair value	332,388	332,388	349,939
Unrealized net gains from equity securities		100	1,600
Equity, at fair value	21,555	21,555	21,241
Recognized net gain (loss) on equity securities	100	(400)
US Treasury Securities
Available for sale
Total amortized cost	18,314	18,314	24,665
Gross Unrealized Gains			107
Gross Unrealized Losses	(150)	(150)	(103)
Fair Value	18,164	18,164	24,669
Bonds
Available for sale
Total amortized cost	80,879	80,879	96,177
Gross Unrealized Gains	326	326	829
Gross Unrealized Losses	(858)	(858)	(366)
Fair Value	80,347	80,347	96,640
Held to maturity
Amortized cost	39,017	39,017	39,015
Unrealized Losses	(2,283)	(2,283)	(1,188)
Held to maturity, fair value	36,734	36,734	37,827
Residential mortgage-backed Securities
Available for sale
Total amortized cost	379,759	379,759	246,707
Gross Unrealized Gains	81	81	538
Gross Unrealized Losses	(10,627)	(10,627)	(3,740)
Fair Value	369,213	369,213	243,505
Held to maturity
Amortized cost	22,804	22,804	16,130
Unrealized Gains			44
Unrealized Losses	(605)	(605)
Held to maturity, fair value	22,199	22,199	16,174
Commercial mortgage-backed securities
Available for sale
Total amortized cost	11,760	11,760	11,966
Gross Unrealized Gains	34	34	105
Gross Unrealized Losses	(205)	(205)	(48)
Fair Value	11,589	11,589	12,023
Held to maturity
Amortized cost	87,296	87,296	71,373
Unrealized Gains	5	5	241
Unrealized Losses	(3,065)	(3,065)	(735)
Held to maturity, fair value	84,236	84,236	70,879
Collateralized mortgage obligations
Available for sale
Total amortized cost	290,576	290,576	237,848
Gross Unrealized Gains	213	213	106
Gross Unrealized Losses	(7,614)	(7,614)	(4,142)
Fair Value	283,175	283,175	233,812
Held to maturity
Amortized cost	148,399	148,399	173,928
Unrealized Gains			19
Unrealized Losses	(7,264)	(7,264)	(3,969)
Held to maturity, fair value	141,135	141,135	169,978
Corporate securities
Available for sale
Total amortized cost	56,647	56,647	66,868
Gross Unrealized Gains	277	277	1,819
Gross Unrealized Losses	(507)	(507)	(25)
Fair Value	56,417	56,417	68,662
States and political subdivisions
Available for sale
Total amortized cost	55,565	55,565	64,024
Gross Unrealized Gains	477	477	1,099
Gross Unrealized Losses	(451)	(451)	(115)
Fair Value	55,591	55,591	65,008
Held to maturity
Amortized cost	50,647	50,647	55,403
Unrealized Gains	17	17	437
Unrealized Losses	(2,580)	(2,580)	(759)
Held to maturity, fair value	$ 48,084	$ 48,084	$ 55,081

Securities - AFS in an Unrealiz

Securities - AFS in an Unrealized Loss Position (Details) $ in Thousands	Sep. 30, 2018USD ($)item	Dec. 31, 2017USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	181	58
Unrealized loss for twelve months or longer | item	62	38
Total | item	243	96
Fair Value
Unrealized loss for less than twelve months	$ 418,647	$ 328,881
Unrealized loss for twelve months or longer	295,831	180,876
Total	714,478	509,757
Unrealized Loss
Unrealized loss for less than twelve months	5,970	2,244
Unrealized loss for twelve months or longer	14,442	6,295
Total	$ 20,412	$ 8,539
US Treasury Securities
Number of Securities
Unrealized loss for less than twelve months | item	5	6
Unrealized loss for twelve months or longer | item	4	1
Total | item	9	7
Fair Value
Unrealized loss for less than twelve months	$ 12,855	$ 15,449
Unrealized loss for twelve months or longer	5,309	4,150
Total	18,164	19,599
Unrealized Loss
Unrealized loss for less than twelve months	91	69
Unrealized loss for twelve months or longer	59	34
Total	$ 150	$ 103
Bonds
Number of Securities
Unrealized loss for less than twelve months | item	10	10
Unrealized loss for twelve months or longer | item	2
Total | item	12	10
Fair Value
Unrealized loss for less than twelve months	$ 33,051	$ 83,476
Unrealized loss for twelve months or longer	20,192
Total	53,243	83,476
Unrealized Loss
Unrealized loss for less than twelve months	152	366
Unrealized loss for twelve months or longer	705
Total	$ 857	$ 366
Residential mortgage-backed Securities
Number of Securities
Unrealized loss for less than twelve months | item	37	15
Unrealized loss for twelve months or longer | item	18	11
Total | item	55	26
Fair Value
Unrealized loss for less than twelve months	$ 219,163	$ 121,968
Unrealized loss for twelve months or longer	130,927	93,358
Total	350,090	215,326
Unrealized Loss
Unrealized loss for less than twelve months	3,721	820
Unrealized loss for twelve months or longer	6,906	2,920
Total	$ 10,627	$ 3,740
Commercial mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months | item	1	1
Unrealized loss for twelve months or longer | item	1
Total | item	2	1
Fair Value
Unrealized loss for less than twelve months	$ 2,882	$ 5,048
Unrealized loss for twelve months or longer	4,883
Total	7,765	5,048
Unrealized Loss
Unrealized loss for less than twelve months	9	48
Unrealized loss for twelve months or longer	196
Total	$ 205	$ 48
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	19	16
Unrealized loss for twelve months or longer | item	25	17
Total | item	44	33
Fair Value
Unrealized loss for less than twelve months	$ 86,977	$ 90,886
Unrealized loss for twelve months or longer	126,497	80,492
Total	213,474	171,378
Unrealized Loss
Unrealized loss for less than twelve months	1,383	819
Unrealized loss for twelve months or longer	6,231	3,323
Total	$ 7,614	$ 4,142
Corporate securities
Number of Securities
Unrealized loss for less than twelve months | item	29	1
Unrealized loss for twelve months or longer | item	1
Total | item	30	1
Fair Value
Unrealized loss for less than twelve months	$ 34,933	$ 5,073
Unrealized loss for twelve months or longer	1,923
Total	36,856	5,073
Unrealized Loss
Unrealized loss for less than twelve months	432	25
Unrealized loss for twelve months or longer	76
Total	$ 508	$ 25
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	80	9
Unrealized loss for twelve months or longer | item	11	9
Total | item	91	18
Fair Value
Unrealized loss for less than twelve months	$ 28,786	$ 6,981
Unrealized loss for twelve months or longer	6,100	2,876
Total	34,886	9,857
Unrealized Loss
Unrealized loss for less than twelve months	182	97
Unrealized loss for twelve months or longer	269	18
Total	$ 451	$ 115

Securities - HTM in an Unrealiz

Securities - HTM in an Unrealized Loss Position (Details) $ in Thousands	Sep. 30, 2018USD ($)item	Dec. 31, 2017USD ($)item
Number of Securities
Unrealized loss for less than twelve months | item	78	40
Unrealized loss for twelve months or longer | item	79	63
Total | item	157	103
Fair Value
Unrealized loss for less than twelve months	$ 108,238	$ 93,489
Unrealized loss for twelve months or longer	212,437	191,404
Total	320,675	284,893
Unrealized Losses
Unrealized loss for less than twelve months	3,188	656
Unrealized loss for twelve months or longer	12,609	5,995
Total	$ 15,797	$ 6,651
Bonds
Number of Securities
Unrealized loss for less than twelve months | item	1	1
Unrealized loss for twelve months or longer | item	3	3
Total | item	4	4
Fair Value
Unrealized loss for less than twelve months	$ 5,674	$ 5,950
Unrealized loss for twelve months or longer	31,060	31,877
Total	36,734	37,827
Unrealized Losses
Unrealized loss for less than twelve months	326	50
Unrealized loss for twelve months or longer	1,957	1,138
Total	$ 2,283	$ 1,188
Residential mortgage-backed Securities
Number of Securities
Unrealized loss for less than twelve months | item	4
Total | item	4
Fair Value
Unrealized loss for less than twelve months	$ 22,199
Total	22,199
Unrealized Losses
Unrealized loss for less than twelve months	605
Total	$ 605
Commercial mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months | item	11	7
Unrealized loss for twelve months or longer | item	7	2
Total | item	18	9
Fair Value
Unrealized loss for less than twelve months	$ 40,122	$ 39,396
Unrealized loss for twelve months or longer	37,325	12,659
Total	77,447	52,055
Unrealized Losses
Unrealized loss for less than twelve months	1,057	271
Unrealized loss for twelve months or longer	2,008	464
Total	$ 3,065	$ 735
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months | item	7	10
Unrealized loss for twelve months or longer | item	18	12
Total | item	25	22
Fair Value
Unrealized loss for less than twelve months	$ 16,262	$ 37,064
Unrealized loss for twelve months or longer	124,873	128,270
Total	141,135	165,334
Unrealized Losses
Unrealized loss for less than twelve months	519	264
Unrealized loss for twelve months or longer	6,745	3,705
Total	$ 7,264	$ 3,969
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months | item	55	22
Unrealized loss for twelve months or longer | item	51	46
Total | item	106	68
Fair Value
Unrealized loss for less than twelve months	$ 23,981	$ 11,079
Unrealized loss for twelve months or longer	19,179	18,598
Total	43,160	29,677
Unrealized Losses
Unrealized loss for less than twelve months	681	71
Unrealized loss for twelve months or longer	1,899	688
Total	$ 2,580	$ 759

Securities - Equity Securities

Securities - Equity Securities Unrealized Loss Position (Details) $ in Thousands	Dec. 31, 2017USD ($)item
Number of securities
Unrealized loss for less than twelve months | item	1
Unrealized loss for twelve months or longer | item	1
Total | item	2
Fair Value
Unrealized loss for less than twelve months	$ 944
Unrealized loss for twelve months or longer	6,800
Total	7,744
Unrealized Losses
Unrealized loss for less than twelve months	13
Unrealized loss for twelve months or longer	103
Total	$ 116

Securities - AFS Contractual Ma

Securities - AFS Contractual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
AFS, Amortized Cost, Rolling Maturity
Due in one year or less	$ 49,477
Due after one year through five years	104,633
Due after five years through ten years	34,663
Due after ten years	22,632
Total	211,405
Total amortized cost	893,500	$ 748,255
AFS, Fair Value, Rolling Maturity
Due in one year or less	49,466
Due after one year through five years	103,861
Due after five years through ten years	34,218
Due after ten years	22,974
Total	210,519
Fair Value	874,496	744,319
Residential mortgage-backed Securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	379,759
Total amortized cost	379,759	246,707
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	369,213
Fair Value	369,213	243,505
Collateralized mortgage obligations
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	290,576
Total amortized cost	290,576	237,848
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	283,175
Fair Value	283,175	$ 233,812
Commercial mortgage-backed Securities
AFS, Amortized Cost, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	11,760
AFS, Fair Value, Rolling Maturity
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 11,589

Securities - HTM Contractual Ma

Securities - HTM Contractual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
HTM, Amortized Cost, Rolling Maturities
Due in one year or less	$ 1,398
Due after one year through five years	25,735
Due after five years through ten years	4,914
Due after ten years	57,617
Total	89,664
Amortized cost	348,163	$ 355,849
HTM, Fair Value, Rolling Maturities
Due in one year or less	1,396
Due after one year through five years	24,447
Due after five years through ten years	4,769
Due after ten years	54,206
Total	84,818
Fair Value	332,388	349,939
Residential mortgage-backed Securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	22,804
Amortized cost	22,804	16,130
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	22,199
Fair Value	22,199	16,174
Collateralized mortgage obligations
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	148,399
Amortized cost	148,399	173,928
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	141,135
Fair Value	141,135	$ 169,978
Commercial mortgage-backed Securities
HTM, Amortized Cost, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	87,296
HTM, Fair Value, Rolling Maturities
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	$ 84,236

Securities - Additional Informa

Securities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Securities
Realized net gains from trading securities portfolio	$ 3.2	$ 5.8	$ 5.1	$ 18.7
Carrying amount of securities pledged	571.3		571.3		$ 738.5
Fair value of securities pledged	552.4		552.4		730.1
Hilltop Broker-Dealers
Securities
Realized net gains from trading securities portfolio	12.2	$ 21.8	29.7	$ 38.8
NLC
Securities
Deposit with various state insurance departments	$ 12.1		$ 12.1		$ 9.3

Non-Covered Loans and Allowan_3

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Summary (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016
Loans
Total loans	$ 6,796,278		$ 6,273,669
Allowance for loan losses	(58,861)		(60,957)
Non-covered loans, net	6,737,417		6,212,712
Noncovered
Loans
Total loans	6,796,278		6,273,669
Allowance for loan losses	(58,861)	$ (59,996)	(60,957)	$ (58,779)	$ (59,208)	$ (54,186)
Non-covered loans, net	6,737,417		6,212,712
Noncovered | Commercial and industrial
Loans
Total loans	1,722,097		1,681,205
Allowance for loan losses	(21,821)	(23,517)	(23,674)	(23,015)	(21,834)	(21,369)
Noncovered | Real estate
Loans
Total loans	3,381,757		3,011,524
Allowance for loan losses	(29,065)	(28,584)	(28,775)	(27,539)	(28,734)	(25,236)
Noncovered | Construction and land development
Loans
Total loans	1,052,409		962,605
Allowance for loan losses	(7,714)	(7,271)	(7,844)	(7,790)	(7,645)	(7,002)
Noncovered | Consumer
Loans
Total loans	46,739		40,446
Allowance for loan losses	(215)	(207)	(311)	(369)	(524)	(424)
Noncovered | Broker-dealer
Loans
Total loans	593,276		577,889
Allowance for loan losses	$ (46)	$ (417)	$ (353)	$ (66)	$ (471)	$ (155)

Non-Covered Loans and Allowan_4

Non-Covered Loans and Allowance for Non-Covered Loan Losses - PCI Loans (Details) - PCI loans - Noncovered - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Carrying values and the outstanding contractual balances of the PCI loans
Carrying amount	$ 32,553		$ 32,553		$ 37,204
Outstanding balance	47,698		47,698		51,064
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	5,259	$ 9,793	7,013	$ 13,116
Additions	340		340
Reclassifications from nonaccretable difference, net	1,053	277	1,603	854
Disposals of loans		(603)	(98)	(664)
Accretion	(1,504)	(1,851)	(3,710)	(5,690)
Balance, end of period	5,148	$ 7,616	5,148	$ 7,616
Nonaccretable difference	$ 21,300		$ 21,300		$ 19,200

Non-Covered Loans and Allowan_5

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Impaired loans
Days outstanding loans and leases receivable are generally considered past due			90 days
Noncovered
Non-covered impaired loans
Unpaid Contractual Principal balance	$ 95,330		$ 95,330		$ 113,685
Recorded Investment with No Allowance	41,043		41,043		45,031
Recorded Investment with Allowance	19,833		19,833		26,633
Total Recorded Investment	60,876		60,876		71,664
Related Allowance	4,914		4,914		3,428
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	60,581	$ 70,949	66,271	$ 71,127
Non-accrual loans
Non-accrual loans	33,454		33,454		37,779
Interest income recorded on accruing impaired loans	200	200	400	300
Noncovered | Secured
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	23,654	20,452	23,448	18,717
Non-accrual loans
Non-accrual loans	21,310		21,310		20,262
Noncovered | Unsecured
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	912	713	1,007	817
Non-accrual loans
Non-accrual loans	13		13		616
Noncovered | Secured by Commercial Properties
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	28,488	35,458	30,786	36,606
Non-accrual loans
Non-accrual loans	7,506		7,506		14,620
Noncovered | Secured by Residential Properties
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	4,677	11,412	7,832	11,387
Non-accrual loans
Non-accrual loans	1,178		1,178		1,614
Non-accrual loans held for sale	3,300		3,300		2,700
Noncovered | Residential Construction Loans
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans				14
Noncovered | Commercial construction loans and land development
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	2,798	2,590	3,079	3,204
Non-accrual loans
Non-accrual loans	3,402		3,402		611
Noncovered | Consumer
Average investment in non-covered impaired loans
Average investment in non-covered impaired loans	52	$ 324	119	$ 382
Non-accrual loans
Non-accrual loans	45		45		56
Noncovered | PCI loans
Non-covered impaired loans
Unpaid Contractual Principal balance	58,144		58,144		71,328
Recorded Investment with No Allowance	21,405		21,405		16,940
Recorded Investment with Allowance	11,148		11,148		20,264
Total Recorded Investment	32,553		32,553		37,204
Related Allowance	1,344		1,344		2,038
Non-accrual loans
Non-accrual loans	5,100		5,100		3,300
Noncovered | PCI loans | Secured
Non-covered impaired loans
Unpaid Contractual Principal balance	15,988		15,988		19,752
Recorded Investment with No Allowance	4,392		4,392		3,610
Recorded Investment with Allowance	1,136		1,136		2,489
Total Recorded Investment	5,528		5,528		6,099
Related Allowance	22		22		89
Noncovered | PCI loans | Unsecured
Non-covered impaired loans
Unpaid Contractual Principal balance	2,108		2,108
Recorded Investment with No Allowance	1,385		1,385
Total Recorded Investment	1,385		1,385
Noncovered | PCI loans | Secured by Commercial Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	30,671		30,671		34,598
Recorded Investment with No Allowance	13,556		13,556		7,583
Recorded Investment with Allowance	7,514		7,514		12,092
Total Recorded Investment	21,070		21,070		19,675
Related Allowance	891		891		1,391
Noncovered | PCI loans | Secured by Residential Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	6,149		6,149		12,600
Recorded Investment with No Allowance	1,879		1,879		5,307
Recorded Investment with Allowance	1,974		1,974		4,558
Total Recorded Investment	3,853		3,853		9,865
Related Allowance	319		319		325
Noncovered | PCI loans | Commercial construction loans and land development
Non-covered impaired loans
Unpaid Contractual Principal balance	1,189		1,189		2,001
Recorded Investment with No Allowance	183		183		428
Recorded Investment with Allowance	524		524		1,010
Total Recorded Investment	707		707		1,438
Related Allowance	112		112		215
Noncovered | PCI loans | Consumer
Non-covered impaired loans
Unpaid Contractual Principal balance	2,039		2,039		2,377
Recorded Investment with No Allowance	10		10		12
Recorded Investment with Allowance					115
Total Recorded Investment	10		10		127
Related Allowance					18
Noncovered | Non-PCI
Non-covered impaired loans
Unpaid Contractual Principal balance	37,186		37,186		42,357
Recorded Investment with No Allowance	19,638		19,638		28,091
Recorded Investment with Allowance	8,685		8,685		6,369
Total Recorded Investment	28,323		28,323		34,460
Related Allowance	3,570		3,570		1,390
Noncovered | Non-PCI | Secured
Non-covered impaired loans
Unpaid Contractual Principal balance	25,012		25,012		23,666
Recorded Investment with No Allowance	12,878		12,878		15,308
Recorded Investment with Allowance	5,010		5,010		2,072
Total Recorded Investment	17,888		17,888		17,380
Related Allowance	2,739		2,739		365
Noncovered | Non-PCI | Unsecured
Non-covered impaired loans
Unpaid Contractual Principal balance	590		590		761
Recorded Investment with No Allowance	13		13		616
Total Recorded Investment	13		13		616
Noncovered | Non-PCI | Secured by Commercial Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	6,717		6,717		15,504
Recorded Investment with No Allowance	3,076		3,076		10,934
Recorded Investment with Allowance	3,130		3,130		3,686
Total Recorded Investment	6,206		6,206		14,620
Related Allowance	782		782		932
Noncovered | Non-PCI | Secured by Residential Properties
Non-covered impaired loans
Unpaid Contractual Principal balance	1,225		1,225		1,596
Recorded Investment with No Allowance	769		769		1,177
Total Recorded Investment	769		769		1,177
Noncovered | Non-PCI | Residential Construction Loans
Non-covered impaired loans
Unpaid Contractual Principal balance	15		15		15
Noncovered | Non-PCI | Commercial construction loans and land development
Non-covered impaired loans
Unpaid Contractual Principal balance	3,475		3,475		653
Recorded Investment with No Allowance	2,857		2,857
Recorded Investment with Allowance	545		545		611
Total Recorded Investment	3,402		3,402		611
Related Allowance	49		49		93
Noncovered | Non-PCI | Consumer
Non-covered impaired loans
Unpaid Contractual Principal balance	152		152		162
Recorded Investment with No Allowance	45		45		56
Total Recorded Investment	$ 45		$ 45		$ 56

Non-Covered Loans and Allowan_6

Non-Covered Loans and Allowance for Non-Covered Loan Losses - TDRs (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018item	Sep. 30, 2017item	Sep. 30, 2018USD ($)item	Sep. 30, 2017USD ($)loanitem
AB Note | Minimum | PlainsCapital (the Bank)
TDRs, Non-covered loans
Number of loans into which a single loan may be reconfigured | item			2
Noncovered
TDRs, Non-covered loans
Number of TDR loans granted | item	0	0	0
Noncovered | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | item				3
TDR at extension				$ 3,493
Total Modifications				$ 3,246
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | item			1	1
TDR modifications, in which a payment was at least 30 days past due			$ 3,294	$ 1,481
TDR with payment at least 30 days past due			$ 3,130	$ 1,385
Noncovered | Secured | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | loan				1
TDR at extension				$ 1,357
Total Modifications				$ 1,235
Noncovered | Secured by Commercial Properties | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | loan				1
TDR at extension				$ 1,481
Total Modifications				$ 1,385
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | item			1	1
TDR modifications, in which a payment was at least 30 days past due			$ 3,294	$ 1,481
TDR with payment at least 30 days past due			$ 3,130	$ 1,385
Noncovered | Commercial construction loans and land development | Payment Term Extension
TDRs, Non-covered loans
Number of TDR loans granted | loan				1
TDR at extension				$ 655
Total Modifications				$ 626

Non-Covered Loans and Allowan_7

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Aging (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	$ 6,796,278	$ 6,273,669
Noncovered
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	60,543	16,563
Current Loans	6,703,182	6,219,902
Total loans	6,796,278	6,273,669
Accruing Loans Past Due 90 Days or More	4,232	640
Noncovered | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	32,700	6,513
Noncovered | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	19,291	1,723
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	8,552	8,327
Noncovered | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	32,553	37,204
Noncovered | Secured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	36,598	8,086
Current Loans	1,528,645	1,544,131
Total loans	1,570,771	1,558,316
Accruing Loans Past Due 90 Days or More	3,544	640
Noncovered | Secured | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	17,853	2,060
Noncovered | Secured | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	12,710	312
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	6,035	5,714
Noncovered | Secured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	5,528	6,099
Noncovered | Unsecured
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	2,877	642
Current Loans	147,064	122,247
Total loans	151,326	122,889
Noncovered | Unsecured | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	2,417	642
Noncovered | Unsecured | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	460
Noncovered | Unsecured | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	1,385
Noncovered | Secured by Commercial Properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	11,921	2,637
Current Loans	2,445,812	2,213,331
Total loans	2,478,803	2,235,643
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	6,970	442
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	3,130
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	1,821	2,195
Noncovered | Secured by Commercial Properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	21,070	19,675
Noncovered | Secured by Residential Properties
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	2,607	3,198
Current Loans	896,494	762,818
Total loans	902,954	775,881
Accruing Loans Past Due 90 Days or More	688
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	1,248	1,490
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	663	1,290
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	696	418
Noncovered | Secured by Residential Properties | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	3,853	9,865
Noncovered | Residential Construction Loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	739	315
Current Loans	240,901	176,937
Total loans	241,640	177,252
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	739	315
Noncovered | Commercial construction loans and land development
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	4,135	1,471
Current Loans	805,927	782,444
Total loans	810,769	785,353
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	3,100	1,370
Noncovered | Commercial construction loans and land development | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,035	101
Noncovered | Commercial construction loans and land development | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	707	1,438
Noncovered | Consumer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,666	214
Current Loans	45,063	40,105
Total loans	46,739	40,446
Noncovered | Consumer | Financing Receivables, 30 to 59 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	373	194
Noncovered | Consumer | Financing Receivables, 60 to 89 Days Past Due
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total Past Due Loans	1,293	20
Noncovered | Consumer | PCI loans
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Total loans	10	127
Noncovered | Broker-dealer
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Current Loans	593,276	577,889
Total loans	593,276	577,889
Noncovered | PrimeLending | U.S. Government Agencies
Non-Covered Loans and Allowance for Non-Covered Loan Losses
Accruing Loans Past Due 90 Days or More	76,400	84,500
Unpaid principal balance loans past due 90 days or more	$ 77,200	$ 85,200

Non-Covered Loans and Allowan_8

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Internal Risk Grades (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Internal risk grades of non-covered loans
Total loans	$ 6,796,278	$ 6,273,669
Noncovered
Internal risk grades of non-covered loans
Total loans	6,796,278	6,273,669
Noncovered | Pass
Internal risk grades of non-covered loans
Total loans	6,621,868	6,092,219
Noncovered | Special Mention
Internal risk grades of non-covered loans
Total loans	7,411	27,260
Noncovered | Substandard
Internal risk grades of non-covered loans
Total loans	134,446	116,986
Noncovered | Secured
Internal risk grades of non-covered loans
Total loans	1,570,771	1,558,316
Noncovered | Secured | Pass
Internal risk grades of non-covered loans
Total loans	1,499,468	1,483,502
Noncovered | Secured | Special Mention
Internal risk grades of non-covered loans
Total loans	7,289	17,354
Noncovered | Secured | Substandard
Internal risk grades of non-covered loans
Total loans	58,486	51,361
Noncovered | Unsecured
Internal risk grades of non-covered loans
Total loans	151,326	122,889
Noncovered | Unsecured | Pass
Internal risk grades of non-covered loans
Total loans	148,499	121,774
Noncovered | Unsecured | Special Mention
Internal risk grades of non-covered loans
Total loans	122
Noncovered | Unsecured | Substandard
Internal risk grades of non-covered loans
Total loans	1,320	1,115
Noncovered | Secured by Commercial Properties
Internal risk grades of non-covered loans
Total loans	2,478,803	2,235,643
Noncovered | Secured by Commercial Properties | Pass
Internal risk grades of non-covered loans
Total loans	2,399,783	2,154,595
Noncovered | Secured by Commercial Properties | Special Mention
Internal risk grades of non-covered loans
Total loans		7,647
Noncovered | Secured by Commercial Properties | Substandard
Internal risk grades of non-covered loans
Total loans	57,950	53,726
Noncovered | Secured by Residential Properties
Internal risk grades of non-covered loans
Total loans	902,954	775,881
Noncovered | Secured by Residential Properties | Pass
Internal risk grades of non-covered loans
Total loans	885,974	756,091
Noncovered | Secured by Residential Properties | Substandard
Internal risk grades of non-covered loans
Total loans	13,127	9,925
Noncovered | Residential Construction Loans
Internal risk grades of non-covered loans
Total loans	241,640	177,252
Noncovered | Residential Construction Loans | Pass
Internal risk grades of non-covered loans
Total loans	241,640	177,252
Noncovered | Commercial construction loans and land development
Internal risk grades of non-covered loans
Total loans	810,769	785,353
Noncovered | Commercial construction loans and land development | Pass
Internal risk grades of non-covered loans
Total loans	806,594	780,905
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	3,468	751
Noncovered | Consumer
Internal risk grades of non-covered loans
Total loans	46,739	40,446
Noncovered | Consumer | Pass
Internal risk grades of non-covered loans
Total loans	46,634	40,211
Noncovered | Consumer | Substandard
Internal risk grades of non-covered loans
Total loans	95	108
Noncovered | Broker-dealer
Internal risk grades of non-covered loans
Total loans	593,276	577,889
Noncovered | Broker-dealer | Pass
Internal risk grades of non-covered loans
Total loans	593,276	577,889
Noncovered | PCI loans
Internal risk grades of non-covered loans
Total loans	32,553	37,204
Noncovered | PCI loans | Secured
Internal risk grades of non-covered loans
Total loans	5,528	6,099
Noncovered | PCI loans | Unsecured
Internal risk grades of non-covered loans
Total loans	1,385
Noncovered | PCI loans | Secured by Commercial Properties
Internal risk grades of non-covered loans
Total loans	21,070	19,675
Noncovered | PCI loans | Secured by Residential Properties
Internal risk grades of non-covered loans
Total loans	3,853	9,865
Noncovered | PCI loans | Commercial construction loans and land development
Internal risk grades of non-covered loans
Total loans	707	1,438
Noncovered | PCI loans | Consumer
Internal risk grades of non-covered loans
Total loans	$ 10	$ 127

Non-Covered Loans and Allowan_9

Non-Covered Loans and Allowance for Non-Covered Loan Losses - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Dec. 31, 2017
Changes in the allowance for loan losses
Balance, beginning of period			$ 60,957
Provision (recovery) for loan losses	$ (371)	$ 1,260	(1,838)	$ 8,818
Balance, end of period	58,861		58,861
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					$ 6,796,278	$ 6,273,669
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	58,861		60,957		58,861	60,957
Noncovered
Changes in the allowance for loan losses
Balance, beginning of period	59,996	59,208	60,957	54,186
Provision (recovery) for loan losses	307	479	(456)	6,581
Loans charged off	(1,846)	(1,305)	(5,335)	(3,582)
Recoveries on charged off loans	404	397	3,695	1,594
Balance, end of period	58,861	58,779	58,861	58,779
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					26,604	31,212
Loans collectively evaluated for impairment					6,737,121	6,205,253
Total loans					6,796,278	6,273,669
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance					3,570	1,390
Loans collectively evaluated for impairment, allowance					53,947	57,529
Total loans, allowance	59,996	59,208	60,957	54,186	58,861	60,957
Noncovered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	23,517	21,834	23,674	21,369
Provision (recovery) for loan losses	(242)	2,165	(123)	3,376
Loans charged off	(1,820)	(1,264)	(5,236)	(3,070)
Recoveries on charged off loans	366	280	3,506	1,340
Balance, end of period	21,821	23,015	21,821	23,015
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					17,255	16,819
Loans collectively evaluated for impairment					1,697,929	1,658,287
Total loans					1,722,097	1,681,205
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance					2,739	365
Loans collectively evaluated for impairment, allowance					19,060	23,220
Total loans, allowance	23,517	21,834	23,674	21,369	21,821	23,674
Noncovered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	28,584	28,734	28,775	25,236
Provision (recovery) for loan losses	450	(1,278)	186	2,424
Loans charged off		(5)	(30)	(305)
Recoveries on charged off loans	31	88	134	184
Balance, end of period	29,065	27,539	29,065	27,539
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					5,947	13,782
Loans collectively evaluated for impairment					3,350,887	2,968,202
Total loans					3,381,757	3,011,524
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance					782	932
Loans collectively evaluated for impairment, allowance					27,073	26,127
Total loans, allowance	28,584	28,734	28,775	25,236	29,065	28,775
Noncovered | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period	7,271	7,645	7,844	7,002
Provision (recovery) for loan losses	443	144	(130)	796
Loans charged off		(3)		(13)
Recoveries on charged off loans		4		5
Balance, end of period	7,714	7,790	7,714	7,790
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment					3,402	611
Loans collectively evaluated for impairment					1,048,300	960,556
Total loans					1,052,409	962,605
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment, allowance					49	93
Loans collectively evaluated for impairment, allowance					7,553	7,536
Total loans, allowance	7,271	7,645	7,844	7,002	7,714	7,844
Noncovered | Consumer
Changes in the allowance for loan losses
Balance, beginning of period	207	524	311	424
Provision (recovery) for loan losses	27	(147)	(82)	74
Loans charged off	(26)	(33)	(69)	(194)
Recoveries on charged off loans	7	25	55	65
Balance, end of period	215	369	215	369
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					46,729	40,319
Total loans					46,739	40,446
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					215	293
Total loans, allowance	207	524	311	424	215	311
Noncovered | Broker-dealer
Changes in the allowance for loan losses
Balance, beginning of period	417	471	353	155
Provision (recovery) for loan losses	(371)	(405)	(307)	(89)
Balance, end of period	46	66	46	66
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					593,276	577,889
Total loans					593,276	577,889
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					46	353
Total loans, allowance	417	$ 471	353	$ 155	46	353
Noncovered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period			2,038
Balance, end of period	1,344		1,344
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					32,553	37,204
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	1,344		2,038		1,344	2,038
Noncovered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period			89
Balance, end of period	22		22
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					6,913	6,099
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	22		89		22	89
Noncovered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period			1,716
Balance, end of period	1,210		1,210
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					24,923	29,540
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	1,210		1,716		1,210	1,716
Noncovered | PCI loans | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period			215
Balance, end of period	112		112
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					707	1,438
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 112		215		112	215
Noncovered | PCI loans | Consumer
Changes in the allowance for loan losses
Balance, beginning of period			18
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					$ 10	127
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance			$ 18			$ 18

Covered Assets and Indemnific_3

Covered Assets and Indemnification Asset - Indemnification Asset (Details) - USD ($) $ in Thousands	Oct. 17, 2018	Sep. 13, 2013	Sep. 30, 2018
Loans
Payment by the FDIC to bank			$ 145,800
PlainsCapital (the Bank) | Subsequent Events | Termination Agreement With FDIC
Loans
Payment by the FDIC to bank	$ 6,260
PlainsCapital (the Bank) | FNB | Covered
Loans
Percentage of net losses to be absorbed by FDIC on the first $240.4 million of net losses incurred as per the loss sharing agreement		80.00%
Threshold amount of net losses incurred for 80% of net losses to be absorbed by FDIC as per the loss sharing agreement, first layer		$ 240,400
Percentage of net losses to be absorbed by FDIC in excess of $240.4 million up to and including $365.7 million of net losses incurred as per the loss sharing agreement		0.00%
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 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
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			$ 16,600
PlainsCapital (the Bank) | FNB | Covered | Commercial Loan
Loans
Period of loss-sharing agreements in effect		5 years
Period of loss recovery provisions in effect		8 years
PlainsCapital (the Bank) | FNB | Covered | Single Family Residential Loans
Loans
Period of loss-sharing agreements in effect		10 years
Period of loss recovery provisions in effect		10 years

Covered Assets and Indemnific_4

Covered Assets and Indemnification Asset - Covered Loans Summary (Details) $ in Thousands	Sep. 13, 2013USD ($)	Sep. 30, 2018USD ($)item	Dec. 31, 2017USD ($)
Covered Loans
Allowance for covered loans		$ (1,291)	$ (2,729)
Total covered loans, net of allowance		142,737	179,400
Covered
Covered Loans
Total covered loans		144,028	182,129
Allowance for covered loans		(1,291)	(2,729)
Total covered loans, net of allowance		142,737	179,400
Covered | Commercial and industrial
Covered Loans
Total covered loans		890	1,055
Covered | Real estate
Covered Loans
Total covered loans		141,858	179,359
Covered | Construction and land development
Covered Loans
Total covered loans		$ 1,280	$ 1,715
Covered | Acquired loans
Loans
Fair value of loans acquired	$ 1,100,000
Carryover of the allowance for loan losses recorded	$ 0
Minimum number of layers of common risk | item		2

Covered Assets and Indemnific_5

Covered Assets and Indemnification Asset - Covered PCI Loans (Details) - Covered - PCI loans - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Carrying value and the outstanding contractual balance of the covered PCI loans
Carrying amount	$ 65,004		$ 65,004		$ 87,113
Outstanding balance	138,490		138,490		179,019
Changes in the accretable yield for the acquired impaired loans
Balance, beginning of period	81,393	$ 128,307	91,833	$ 143,731
Reclassifications from nonaccretable difference, net	5,649	4,096	15,364	27,120
Transfer of loans to covered OREO	(142)	(77)	(989)	(857)
Accretion	(6,987)	(10,040)	(26,295)	(47,708)
Balance, end of period	79,913	$ 122,286	79,913	$ 122,286
Nonaccretable difference	$ 51,500		$ 51,500		$ 72,700

Covered Assets and Indemnific_6

Covered Assets and Indemnification Asset - Impaired Loans (Details) - Covered - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Impaired loans
Unpaid Contractual Principal Balance	$ 188,811		$ 188,811		$ 233,230
Recorded Investment with No Allowance	7,819		7,819		8,023
Recorded Investment with Allowance	63,238		63,238		84,472
Total Recorded Investment	71,057		71,057		92,495
Related Allowance	1,268		1,268		2,697
Average investment in covered impaired loans
Average investment	76,043	$ 98,838	81,777	$ 116,123
Non-accrual loans
Non-accrual loans	5,777		5,777		5,104
Interest income recorded	300	900	600	1,200
Secured
Average investment in covered impaired loans
Average investment	139	396	162	775
Unsecured
Average investment in covered impaired loans
Average investment		105		170
Secured by Commercial Properties
Average investment in covered impaired loans
Average investment	12,817	28,110	15,905	39,323
Secured by Residential Properties
Average investment in covered impaired loans
Average investment	63,082	68,843	65,699	73,093
Non-accrual loans
Non-accrual loans	5,772		5,772		5,087
Commercial construction loans and land development
Average investment in covered impaired loans
Average investment	5	$ 1,384	11	$ 2,762
Non-accrual loans
Non-accrual loans	5		5		17
PCI loans
Impaired loans
Unpaid Contractual Principal Balance	181,522		181,522		226,889
Recorded Investment with No Allowance	1,766		1,766		2,641
Recorded Investment with Allowance	63,238		63,238		84,472
Total Recorded Investment	65,004		65,004		87,113
Related Allowance	1,268		1,268		2,697
Non-accrual loans
Non-accrual loans	0		0		0
PCI loans | Secured
Impaired loans
Unpaid Contractual Principal Balance	3,156		3,156		3,783
Recorded Investment with Allowance	130		130		194
Total Recorded Investment	130		130		194
Related Allowance	14		14		19
PCI loans | Unsecured
Impaired loans
Unpaid Contractual Principal Balance	5,380		5,380		5,732
PCI loans | Secured by Commercial Properties
Impaired loans
Unpaid Contractual Principal Balance	50,379		50,379		80,223
Recorded Investment with No Allowance	1,580		1,580		2,388
Recorded Investment with Allowance	6,671		6,671		21,171
Total Recorded Investment	8,251		8,251		23,559
Related Allowance	469		469		1,817
PCI loans | Secured by Residential Properties
Impaired loans
Unpaid Contractual Principal Balance	112,174		112,174		125,361
Recorded Investment with No Allowance	186		186		249
Recorded Investment with Allowance	56,437		56,437		63,107
Total Recorded Investment	56,623		56,623		63,356
Related Allowance	785		785		861
PCI loans | Residential Construction Loans
Impaired loans
Unpaid Contractual Principal Balance	643		643		672
PCI loans | Commercial construction loans and land development
Impaired loans
Unpaid Contractual Principal Balance	9,790		9,790		11,118
Recorded Investment with No Allowance					4
Total Recorded Investment					4
Non-PCI
Impaired loans
Unpaid Contractual Principal Balance	7,289		7,289		6,341
Recorded Investment with No Allowance	6,053		6,053		5,382
Total Recorded Investment	6,053		6,053		5,382
Non-PCI | Secured
Impaired loans
Unpaid Contractual Principal Balance	44		44		44
Non-PCI | Secured by Residential Properties
Impaired loans
Unpaid Contractual Principal Balance	7,236		7,236		6,279
Recorded Investment with No Allowance	6,048		6,048		5,370
Total Recorded Investment	6,048		6,048		5,370
Non-PCI | Commercial construction loans and land development
Impaired loans
Unpaid Contractual Principal Balance	9		9		18
Recorded Investment with No Allowance	5		5		12
Total Recorded Investment	$ 5		$ 5		$ 12

Covered Assets and Indemnific_7

Covered Assets and Indemnification Asset - TDRs (Details) - Covered - loan	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Recorded Investment in loans
Number of TDR loans granted	0	0	0	0
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due			0	0

Covered Assets and Indemnific_8

Covered Assets and Indemnification Asset - Aging (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Covered Assets and Indemnification Asset
Total loans	$ 6,796,278	$ 6,273,669
Covered
Covered Assets and Indemnification Asset
Total Past Due Loans	5,255	10,421
Current Loans	73,769	84,595
Total loans	144,028	182,129
Accruing Loans Past Due 90 Days or More		283
Covered | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	2,407	5,871
Covered | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	555	1,324
Covered | Financing Receivables, Equal to Greater than 90 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	2,293	3,226
Covered | PCI loans
Covered Assets and Indemnification Asset
Total loans	65,004	87,113
Covered | Secured
Covered Assets and Indemnification Asset
Current Loans	760	861
Total loans	890	1,055
Covered | Secured | PCI loans
Covered Assets and Indemnification Asset
Total loans	130	194
Covered | Secured by Commercial Properties
Covered Assets and Indemnification Asset
Total Past Due Loans	65	322
Current Loans	8,799	11,472
Total loans	17,115	35,353
Covered | Secured by Commercial Properties | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	65	209
Covered | Secured by Commercial Properties | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans		113
Covered | Secured by Commercial Properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	8,251	23,559
Covered | Secured by Residential Properties
Covered Assets and Indemnification Asset
Total Past Due Loans	5,190	10,061
Current Loans	62,930	70,589
Total loans	124,743	144,006
Accruing Loans Past Due 90 Days or More		283
Covered | Secured by Residential Properties | Financing Receivables, 30 to 59 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	2,342	5,624
Covered | Secured by Residential Properties | Financing Receivables, 60 to 89 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	555	1,211
Covered | Secured by Residential Properties | Financing Receivables, Equal to Greater than 90 Days Past Due
Covered Assets and Indemnification Asset
Total Past Due Loans	2,293	3,226
Covered | Secured by Residential Properties | PCI loans
Covered Assets and Indemnification Asset
Total loans	56,623	63,356
Covered | Commercial construction loans and land development
Covered Assets and Indemnification Asset
Total Past Due Loans		38
Current Loans	1,280	1,673
Total loans	$ 1,280	1,715
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
Covered | Commercial construction loans and land development | PCI loans
Covered Assets and Indemnification Asset
Total loans		$ 4

Covered Assets and Indemnific_9

Covered Assets and Indemnification Asset - Internal Risk Grades (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Internal risk grades of covered loans in the portfolio
Total loans	$ 6,796,278	$ 6,273,669
Covered
Internal risk grades of covered loans in the portfolio
Total loans	144,028	182,129
Covered | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	65,004	87,113
Covered | Pass
Internal risk grades of covered loans in the portfolio
Total loans	73,911	81,583
Covered | Special Mention
Internal risk grades of covered loans in the portfolio
Total loans	395	356
Covered | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	4,718	13,077
Covered | Secured
Internal risk grades of covered loans in the portfolio
Total loans	890	1,055
Covered | Secured | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	130	194
Covered | Secured | Pass
Internal risk grades of covered loans in the portfolio
Total loans	379	429
Covered | Secured | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	381	432
Covered | Secured by Commercial Properties
Internal risk grades of covered loans in the portfolio
Total loans	17,115	35,353
Covered | Secured by Commercial Properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	8,251	23,559
Covered | Secured by Commercial Properties | Pass
Internal risk grades of covered loans in the portfolio
Total loans	8,168	10,961
Covered | Secured by Commercial Properties | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	696	833
Covered | Secured by Residential Properties
Internal risk grades of covered loans in the portfolio
Total loans	124,743	144,006
Covered | Secured by Residential Properties | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans	56,623	63,356
Covered | Secured by Residential Properties | Pass
Internal risk grades of covered loans in the portfolio
Total loans	64,100	68,544
Covered | Secured by Residential Properties | Special Mention
Internal risk grades of covered loans in the portfolio
Total loans	395	356
Covered | Secured by Residential Properties | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	3,625	11,750
Covered | Commercial construction loans and land development
Internal risk grades of covered loans in the portfolio
Total loans	1,280	1,715
Covered | Commercial construction loans and land development | PCI loans
Internal risk grades of covered loans in the portfolio
Total loans		4
Covered | Commercial construction loans and land development | Pass
Internal risk grades of covered loans in the portfolio
Total loans	1,264	1,649
Covered | Commercial construction loans and land development | Substandard
Internal risk grades of covered loans in the portfolio
Total loans	$ 16	$ 62

Covered Assets and Indemnifi_10

Covered Assets and Indemnification Asset - Allowance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Dec. 31, 2017
Changes in the allowance for loan losses
Balance, beginning of period			$ 60,957
Provision (recovery) for loan losses	$ (371)	$ 1,260	(1,838)	$ 8,818
Balance, end of period	58,861		58,861
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					$ 6,796,278	$ 6,273,669
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	58,861		60,957		58,861	60,957
Covered
Changes in the allowance for loan losses
Balance, beginning of period	1,974	1,359	2,729	413
Provision (recovery) for loan losses	(678)	781	(1,382)	2,237
Loans charged off	(6)		(63)	(527)
Recoveries on charged off loans	1	1	7	18
Balance, end of period	1,291	2,141	1,291	2,141
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					79,024	95,016
Total loans					144,028	182,129
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					23	32
Total loans, allowance	1,974	1,359	2,729	413	1,291	2,729
Covered | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period	19	47	24	35
Provision (recovery) for loan losses	(1)	34	(6)	46
Loans charged off				(6)
Recoveries on charged off loans				6
Balance, end of period	18	81	18	81
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					760	861
Total loans					890	1,055
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					4	5
Total loans, allowance	19	47	24	35	18	24
Covered | Real estate
Changes in the allowance for loan losses
Balance, beginning of period	1,955	684	2,702	378
Provision (recovery) for loan losses	(677)	1,093	(1,367)	1,915
Loans charged off	(6)		(63)	(521)
Recoveries on charged off loans	1		1	5
Balance, end of period	1,273	1,777	1,273	1,777
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					76,984	92,444
Total loans					141,858	179,359
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance					19	24
Total loans, allowance	1,955	684	2,702	378	1,273	2,702
Covered | Construction and land development
Changes in the allowance for loan losses
Balance, beginning of period		628	3
Provision (recovery) for loan losses		(346)	(9)	276
Recoveries on charged off loans		1	6	7
Balance, end of period		283		283
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment					1,280	1,711
Total loans					1,280	1,715
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment, allowance						3
Total loans, allowance		$ 628	3	$ 283		3
Covered | PCI loans
Changes in the allowance for loan losses
Balance, beginning of period			2,697
Balance, end of period	1,268		1,268
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					65,004	87,113
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	1,268		2,697		1,268	2,697
Covered | PCI loans | Commercial and industrial
Changes in the allowance for loan losses
Balance, beginning of period			19
Balance, end of period	14		14
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					130	194
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	14		19		14	19
Covered | PCI loans | Real estate
Changes in the allowance for loan losses
Balance, beginning of period			2,678
Balance, end of period	1,254		1,254
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans					64,874	86,915
Allowance for loan losses distributed by portfolio segment and impairment methodology
Total loans, allowance	$ 1,254		$ 2,678		$ 1,254	2,678
Covered | PCI loans | Construction and land development
Loan portfolio distributed by portfolio segment and impairment methodology
Total loans						$ 4

Covered Assets and Indemnifi_11

Covered Assets and Indemnification Asset - Covered OREO (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Activity in covered OREO
Balance, beginning of period	$ 34,895	$ 42,304	$ 36,744	$ 51,642
Additions to covered OREO	438	1,039	5,284	6,166
Dispositions of covered OREO	(5,173)	(2,612)	(10,145)	(14,942)
Valuation adjustments in the period	(304)	(388)	(2,027)	(2,523)
Balance, end of period	$ 29,856	$ 40,343	$ 29,856	$ 40,343

Covered Assets and Indemnifi_12

Covered Assets and Indemnification Asset - FDIC Indemnification Asset (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Activity in the FDIC Indemnification Asset
Balance, beginning of period	$ 23,525	$ 40,304	$ 29,340	$ 71,313
FDIC Indemnification Asset accretion (amortization)	(694)	(5,348)	(6,509)	(13,533)
Transfers to due from FDIC and other		(1,813)		(24,637)
Balance, end of period	$ 22,831	$ 33,143	22,831	$ 33,143
FDIC, collections billed			147,800
FDIC, collections received			$ 145,800

Mortgage Servicing Rights (Deta

Mortgage Servicing Rights (Details) - MSR - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Change in fair value of mortgage servicing rights
Balance, beginning of year	$ 57,373	$ 43,580	$ 54,714	$ 61,968	$ 61,968
Additions	11,361	5,939	21,090	8,429
Sales			(9,303)	(17,499)
Changes in fair value: Due to changes in model inputs or assumptions	1,311	(550)	5,984	(1,757)
Changes in fair value: Due to customer payoffs	(1,241)	(1,203)	(3,681)	(3,375)
Balance, end of year	68,804	$ 47,766	68,804	$ 47,766	54,714
Mortgage loans serviced for others	$ 4,939,171		$ 4,939,171		$ 4,762,042
MSR asset as a percentage of serviced mortgage loans	1.39%		1.39%		1.15%
Key Assumptions
Weighted average constant prepayment rate (as a percent)			9.15%		10.93%
Weighted average discount rate (as a percent)			11.11%		11.03%
Weighted average life (in years)			7 years 8 months 12 days		6 years 10 months 24 days

Mortgage Servicing Rights - Sen

Mortgage Servicing Rights - Sensitivity Analysis (Details) - MSR - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Sensitivity analysis
Constant prepayment rate: Impact of 10% adverse change	$ (1,962)		$ (1,962)		$ (1,948)
Constant prepayment rate: Impact of 20% adverse change	(3,980)		(3,980)		(3,839)
Discount rate: Impact of 10% adverse change	(2,899)		(2,899)		(2,135)
Discount rate: Impact of 20% adverse change	(5,556)		(5,556)		$ (4,103)
Contractually specified servicing fees, late fees and ancillary fees	$ 5,400	$ 4,200	$ 17,300	$ 15,700

Deposits (Details)

Deposits (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Deposits
Noninterest-bearing demand	$ 2,525,677	$ 2,411,849
Interest-bearing:
NOW accounts	1,256,547	1,202,752
Money market	2,559,451	2,222,555
Brokered - money market	11,547	101,624
Demand	407,059	411,771
Savings	184,869	218,812
Time	1,345,083	1,313,482
Brokered - time		95,274
Total deposits	$ 8,290,233	$ 7,978,119

Short-term Borrowings (Details)

Short-term Borrowings (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Short-term borrowings
Short-term borrowings	$ 1,216,649		$ 1,206,424
Hilltop Broker-Dealers
Short-term borrowings
Weighted average interest rate (as a percent)	3.08%		2.27%
Federal funds purchased.
Short-term borrowings
Short-term borrowings	$ 88,075		$ 101,775
Securities sold under agreement to repurchase.
Short-term borrowings
Short-term borrowings	459,574		539,149
FHLB notes
Short-term borrowings
Short-term borrowings	400,000		$ 250,000
Average balance during the year	$ 253,022	$ 435,531
Average interest rate during the year	2.04%	1.05%
Average interest rate at end of year (as a percent)	2.33%		1.30%
FHLB notes | Maximum
Short-term borrowings
Maturity term of debt	365 days
Short-term bank loans.
Short-term borrowings
Short-term borrowings	$ 269,000		$ 315,500
Federal funds purchased and securities sold under agreements to repurchase.
Short-term borrowings
Average balance during the year	$ 683,835	$ 549,425
Average interest rate during the year	1.76%	0.98%
Average interest rate at end of year (as a percent)	2.01%		1.21%
Securities underlying the agreements at end of period: Carrying value	$ 474,266		$ 581,636
Securities underlying the agreements at end of period: Estimated fair value	$ 490,719		$ 598,300

Notes Payable (Details)

Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument
Notes payable	$ 220,192	$ 208,809
Senior Notes due April 2025
Debt Instrument
Notes payable	148,569	148,455
Unamortized discount	1,431	1,545
FHLB notes
Debt Instrument
Notes payable	4,497	19,402
Unamortized premium	241	436
NLIC note payable due May 2033
Debt Instrument
Notes payable	10,000	10,000
NLIC note payable due September 2033
Debt Instrument
Notes payable	10,000	10,000
ASIC note payable due April 2034
Debt Instrument
Notes payable	7,500	7,500
Insurance company line of credit due December 31, 2018
Debt Instrument
Notes payable		1,000
Ventures Management line of credit
Debt Instrument
Notes payable	$ 39,626	$ 12,452

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Income Taxes
Effective income tax rate (as a percent)	17.00%	37.20%	21.40%	33.00%
Statutory Federal income tax rate (as a percent)			21.00%		35.00%

Commitments and Contingencies -

Commitments and Contingencies - Legal (Details)	Oct. 23, 2018USD ($)	May 30, 2017USD ($)$ / sharesshares	Jan. 01, 2015$ / shares	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Jun. 30, 2017USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2018USD ($)	Dec. 31, 2017USD ($)
SWS
Commitments and Contingencies
Fair value acquisition price (in dollars per share) | $ / shares			$ 6.92
Consideration paid in cash | $ / shares			$ 1.94
Conversion of common stock			0.2496
Representation and Warranty Claims
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period				$ 30,545,000	$ 32,554,000		$ 33,702,000	$ 40,669,000
Claims made				5,477,000	10,618,000		17,827,000	27,647,000
Claims resolved with no payment				(578,000)	(10,991,000)		(12,331,000)	(29,079,000)
Repurchases				(3,513,000)	(1,326,000)		(6,847,000)	(3,014,000)
Indemnification payments							(420,000)	(5,368,000)
Balance, end of period				31,931,000	30,855,000	$ 32,554,000	31,931,000	30,855,000
Reserve for Indemnification Liability:
Total				30,545,000	32,554,000	32,554,000	33,702,000	40,669,000	$ 31,931,000	$ 33,702,000
Indemnification Agreement
Commitments and Contingencies
Provision for indemnification losses				900,000	2,500,000		2,600,000	4,500,000
Roll-forward of claims activity for loans put-back to the mortgage origination segment
Balance, beginning of period				23,910,000	22,367,000		23,472,000	18,239,000
Additions for new sales				857,000	2,488,000		2,599,000	4,480,000
Repurchases				(228,000)	(158,000)		(474,000)	(283,000)
Early payment defaults				(72,000)	(41,000)		(259,000)	(170,000)
Indemnification payments				(4,000)			(124,000)	(713,000)
Change in reserves for loans sold in prior years				(292,000)			(1,043,000)	3,103,000
Balance, end of period				24,171,000	24,656,000	22,367,000	24,171,000	24,656,000
Reserve for Indemnification Liability:
Specific claims									14,375,000	646,000
Incurred but not reported claims									9,796,000	22,826,000
Total				$ 23,910,000	$ 22,367,000	22,367,000	23,472,000	$ 18,239,000	$ 24,171,000	$ 23,472,000
DOJ and HUD agreements increase in specific claims that were included in incurred but not reported claims in prior periods							$ 13,500,000
Shareholder Lawsuits | SWS
Commitments and Contingencies
Fair value acquisition price (in dollars per share) | $ / shares		$ 6.38
Consideration paid in cash | $ / shares		$ 6.38
Number of shares of SWS common stock held by purported shareholders | shares		7,438,453
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
Subsequent Events | Settlement To DOJ
Commitments and Contingencies
Reserve for settlement	$ 6,750,000
Subsequent Events | Settlement To HUD
Commitments and Contingencies
Reserve for settlement	$ 6,750,000

Commitments and Contingencies_2

Commitments and Contingencies - Hilltop Plaza Investment (Details) $ in Millions	Jul. 31, 2018USD ($)aitem	Sep. 30, 2018USD ($)ft²tenantitem
Gerald J. Ford | Hilltop
Commitments and Contingencies
Ownership interest (as a percent)		16.40%
Jeremy Ford | Diamond Ground, LLC
Commitments and Contingencies
Ownership interest (as a percent)		10.20%
Wife of Corey Prestidge | Diamond Ground, LLC
Commitments and Contingencies
Ownership interest (as a percent)		10.10%
Hilltop Plaza
Commitments and Contingencies
Construction Loan		$ 41
Net Rentable Area | ft²		120,000
Costs incurred and capitalized		$ 23.8
Hilltop and the Bank | Hilltop Plaza
Commitments and Contingencies
Area of building subject to lease | ft²		72,000
Number of office and retail lease | item		2
Total base rent		$ 35
Rent abated		9 months
Hilltop | Hilltop Plaza
Commitments and Contingencies
Term of contract		129 months
PlainsCapital (the Bank) | Hilltop Plaza
Commitments and Contingencies
Term of contract		129 months
Hillcrest Land LLC
Commitments and Contingencies
Acres of land | a	1.7
Payments to acquire land	$ 38.5
Primary Beneficiary | item	0
Ground lease term		99 years
Number of tenants | tenant		3
Ground lease commences		18 months
Ground lease		$ 1.8
Annual ground lease increase (as percent)		1.00%
Hilltop Investments I, LLC
Commitments and Contingencies
Investment contribution	$ 19.3
Diamond Ground, LLC
Commitments and Contingencies
Investment contribution	$ 19.3
Park Plaza
Commitments and Contingencies
Leasehold interest		50.00%
Park Plaza | Hilltop Plaza
Commitments and Contingencies
Ownership interest (as percent)		50.00%
HTH Hillcrest Project LLC
Commitments and Contingencies
Leasehold interest		25.00%
HTH Hillcrest Project LLC | Hilltop Plaza
Commitments and Contingencies
Ownership interest (as percent)		25.00%
Cash contributions		$ 5.3
Diamond Hillcrest
Commitments and Contingencies
Leasehold interest		25.00%
Diamond Hillcrest | Hilltop Plaza
Commitments and Contingencies
Ownership interest (as percent)		25.00%

Financial Instruments with Of_2

Financial Instruments with Off-Balance Sheet Risk (Details) $ in Millions	Sep. 30, 2018USD ($)
Unused commitments to extend credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 2,200
Standby letters of credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 23.3

Stock-Based Compensation - Plan

Stock-Based Compensation - Plan Information (Details) - 2012 Plan - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Stock based compensation
Number of awards approved for grant (in shares)	4,000,000		4,000,000
Common stock remaining available for issuance (in shares)	1,205,713		1,205,713
Compensation expense	$ 2.4	$ 2.8	$ 7.2	$ 8.7
Board of Directors
Stock based compensation
Common shares granted to members of board of directors as compensation for director services			22,269	11,959

Stock-Based Compensation - RSU

Stock-Based Compensation - RSU Activity (Details) - 2012 Plan - RSUs shares in Thousands	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Number of shares outstanding
Balance at the beginning of the period ( in shares) | shares	1,318
Granted (in shares) | shares	510
Vested/Released (in shares) | shares	(369)
Forfeited (in shares) | shares	(103)
Balance at the end of the period ( in shares) | shares	1,356
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share) | $ / shares	$ 20.89
Grant date fair value (in dollars per share) | $ / shares	24
Vested/Released (in dollars per share) | $ / shares	19.84
Forfeited (in dollars per share) | $ / shares	19.98
Balance at the end of the period (in dollars per share) | $ / shares	$ 22.42

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2018USD ($)shares
RSUs and RSAs
Stock based compensation
Vested/Released number of shares withheld to satisfy employee statutory tax obligations (in shares)	77,444
2012 Plan | RSUs
Stock based compensation
Vested RSUs which require deferral of share settlement and statutory tax obligations	17,481
Number of shares awarded (in shares)	510,000
Number of awards subject to time-based vesting (in shares)	1,096,759
Number of awards vesting upon achievement of performance goals (in shares)	258,773
Performance period	3 years
Vesting period	3 years
Unrecognized compensation expense | $	$ 16
Weighted average period for unrecognized compensation expense (in years)	1 year 5 months 19 days
2012 Plan | Certain Executives and Key Employees | RSUs
Stock based compensation
Number of shares awarded (in shares)	486,155
Number of awards subject to time-based vesting (in shares)	387,197
Number of awards vesting upon achievement of performance goals (in shares)	84,626
Performance period	3 years
Vesting period	3 years

Regulatory Matters - Minimum Ca

Regulatory Matters - Minimum Capital Requirements (Details) - USD ($) $ in Thousands	Oct. 17, 2018	Sep. 30, 2018	Dec. 31, 2017
Termination Agreement With FDIC | Minimum
Total capital (to risk-weighted assets)
Percentage of risk weighting assets	20.00%
Termination Agreement With FDIC | Maximum
Total capital (to risk-weighted assets)
Percentage of risk weighting assets	100.00%
PlainsCapital (the Bank)
Tier 1 capital (to average assets)
Actual Amount		$ 1,151,669	$ 1,147,527
Actual Ratio (as a percent)		11.86%	12.32%
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		$ 1,151,669	$ 1,147,527
Actual Ratio (as a percent)		13.88%	14.47%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)		6.375%	5.75%
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		$ 1,151,669	$ 1,147,527
Actual Ratio (as a percent)		13.88%	14.47%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)		7.875%	7.25%
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		$ 1,213,970	$ 1,212,793
Actual Ratio (as a percent)		14.63%	15.29%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)		9.875%	9.25%
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		$ 1,675,285	$ 1,688,358
Actual Ratio (as a percent)		12.40%	12.94%
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		$ 1,629,899	$ 1,639,009
Actual Ratio (as a percent)		16.95%	17.71%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)		6.375%	5.75%
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		$ 1,675,285	$ 1,688,358
Actual Ratio (as a percent)		17.42%	18.24%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)		7.875%	7.25%
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		$ 1,718,018	$ 1,738,325
Actual Ratio (as a percent)		17.87%	18.78%
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent)		9.875%	9.25%
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	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Net Capital
Amount required to be segregated in cash and securities for the benefit of customers	$ 220,115	$ 186,578	$ 207,336
Hilltop Securities
Net Capital
Net capital	214,906
Less required net capital	9,836
Excess net capital	$ 205,070
Net capital as a percentage of aggregate debit items	43.70%
Net capital in excess of 5% aggregate debt items	$ 190,317
HTS Independent Network
Net Capital
Net capital	3,307
Less required net capital	250
Excess net capital	3,057
Hilltop Broker-Dealers
Net Capital
Amount required to be segregated in cash and securities for the benefit of customers	$ 220,100	$ 186,600

Regulatory Matters - Insurance

Regulatory Matters - Insurance Subsidiaries (Details) - Texas Department of Insurance - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
NLIC
Insurance
Statutory capital and surplus	$ 99,195		$ 99,195		$ 93,812
Statutory net income (loss)	5,442	$ (4,147)	6,576	$ (10,663)
ASIC
Insurance
Statutory capital and surplus	18,158		18,158		$ 22,778
Statutory net income (loss)	$ (2,765)	$ (1,216)	$ (1,482)	$ (693)

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Oct. 25, 2018	Jul. 31, 2018	Jan. 31, 2018
Stockholders' Equity
Dividend declared per share			$ 0.07
Repurchase common stock authorized amount				$ 100,000	$ 50,000
Payments to repurchase shares	$ 38,821	$ 27,388
Repurchase of common stock (in shares)	1,702,696
Average price (per share)	$ 22.81

Derivative Financial Instrume_3

Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Not Designated as Hedging Instrument | PrimeLending
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	$ 2,200	$ (9,900)	$ 9,000	$ (400)
Not Designated as Hedging Instrument | Hilltop Broker-Dealers
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments	3,600	$ (3,600)	1,400	12,600
Not Designated as Hedging Instrument | PlainsCapital (the Bank)
Derivative financial instruments
Net gain (loss) due to changes in the fair value of the derivative instruments			100	$ 200
Interest Rate Lock Commitments
Derivative financial instruments
Notional Amount	1,023,165		1,023,165		$ 850,850
Estimated Fair Value	20,427		20,427		18,851
Customer-based written options
Derivative financial instruments
Notional Amount	31,200		31,200		21,637
Estimated Fair Value	(122)		(122)		38
Customer-based purchased options
Derivative financial instruments
Notional Amount	31,200		31,200		21,637
Estimated Fair Value	122		122		(38)
Commitments to Purchase MBSs
Derivative financial instruments
Notional Amount	2,832,755		2,832,755		2,831,635
Estimated Fair Value	2,172		2,172		(921)
Commitments to Sell MBSs
Derivative financial instruments
Notional Amount	4,858,032		4,858,032		4,963,498
Estimated Fair Value	7,894		7,894		2,972
Commitments to Sell MBSs | PrimeLending
Derivative financial instruments
Cash collateral advanced to offset net derivative liability	8,400		8,400		800
Interest rate swaps
Derivative financial instruments
Notional Amount	22,780		22,780		25,971
Estimated Fair Value	195		195		51
U.S. Treasury bond futures and options
Derivative financial instruments
Notional Amount	242,900		242,900		214,500
Eurodollar futures
Derivative financial instruments
Notional Amount	696,000		696,000
Treasury bond futures and options and Eurodollar futures | PrimeLending and Hilltop Broker-Dealers
Derivative financial instruments
Cash collateral advanced to offset net derivative liability	$ 2,300		$ 2,300		$ 3,200

Balance Sheet Offsetting - Asse

Balance Sheet Offsetting - Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Reverse repurchase agreements:
Net Amounts of Assets Presented in the Balance Sheet	$ 164,656	$ 186,537
Total
Gross Amounts of Recognized Assets	1,632,642	1,576,972
Gross Amounts Offset in the Balance Sheet	(293)
Net Amounts of Assets Presented in the Balance Sheet	1,632,349	1,576,972
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,566,043)	(1,517,138)
Net Amount	66,306	59,834
Institutional counterparties
Securities borrowed:
Gross Amounts of Recognized Assets	1,453,985	1,386,821
Net Amounts of Assets Presented in the Balance Sheet	1,453,985	1,386,821
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,395,791)	(1,327,536)
Net Amount	58,194	59,285
Interest Rate Options | Customer counterparties
Derivatives:
Gross Amounts of Recognized Assets	122	38
Net Amounts of Assets Presented in the Balance Sheet	122	38
Gross Amounts Not Offset in the Balance Sheet
Net Amounts of Assets Presented in the Balance Sheet	122	38
Interest rate swaps | Institutional counterparties
Derivatives:
Gross Amounts of Recognized Assets	195
Net Amounts of Assets Presented in the Balance Sheet	195
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(223)
Net Amounts of Assets Presented in the Balance Sheet	(28)
Reverse repurchase agreements | Institutional counterparties
Reverse repurchase agreements:
Gross Amounts of Recognized Assets	164,656	186,537
Net Amounts of Assets Presented in the Balance Sheet	164,656	186,537
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(163,869)	(186,026)
Net Amount	787	511
Forward MBS Derivatives | Institutional counterparties
Derivatives:
Gross Amounts of Recognized Assets	13,684	3,576
Gross Amounts Offset in the Balance Sheet	(293)
Net Amounts of Assets Presented in the Balance Sheet	13,391	3,576
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(6,160)	(3,576)
Net Amounts of Assets Presented in the Balance Sheet	$ 7,231	$ 0

Balance Sheet Offsetting - Liab

Balance Sheet Offsetting - Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Total
Gross Amounts of Recognized Liabilities	$ 1,803,523	$ 1,757,011
Gross Amounts Offset in the Balance Sheet		(1,257)
Net Amounts of Liabilities Presented in the Balance Sheet	1,803,523	1,755,754
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,746,352)	(1,698,701)
Net Amount	57,171	57,053
Institutional counterparties
Securities loaned:
Gross Amounts of Recognized Liabilities	1,340,502	1,215,093
Net Amounts of Liabilities Presented in the Balance Sheets	1,340,502	1,215,093
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(1,283,453)	(1,157,198)
Net Amount	57,049	57,895
Institutional counterparties | Interest Rate Options
Derivatives:
Gross Amounts of Recognized Liabilities	122	38
Net Amounts of Liabilities Presented in the Balance Sheet	122	38
Gross Amounts Not Offset in the Balance Sheet
Net Amount	122	38
Institutional counterparties | Interest rate swaps
Derivatives:
Gross Amounts of Recognized Liabilities		35
Gross Amounts Offset in the Balance Sheet		(86)
Net Amounts of Liabilities Presented in the Balance Sheet		(51)
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments		(1,059)
Net Amount		(1,110)
Institutional counterparties | Repurchase agreements
Repurchase agreements:
Gross Amounts of Recognized Liabilities	409,424	409,058
Net Amounts of Liabilities Presented in the Balance Sheet	409,424	409,058
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(409,424)	(409,058)
Net Amount	0	0
Institutional counterparties | Forward MBS Derivatives
Derivatives:
Gross Amounts of Recognized Liabilities	3,325	2,696
Gross Amounts Offset in the Balance Sheet		(1,171)
Net Amounts of Liabilities Presented in the Balance Sheet	3,325	1,525
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(3,325)	(1,295)
Net Amount	0	230
Customer counterparties | Repurchase agreements
Repurchase agreements:
Gross Amounts of Recognized Liabilities	50,150	130,091
Net Amounts of Liabilities Presented in the Balance Sheet	50,150	130,091
Gross Amounts Not Offset in the Balance Sheet
Financial Instruments	(50,150)	(130,091)
Net Amount	$ 0	$ 0

Balance Sheet Offsetting - Secu

Balance Sheet Offsetting - Secured Borrowings (Details) $ in Thousands	Sep. 30, 2018USD ($)item	Dec. 31, 2017USD ($)item
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Number of repurchase-to-maturity transactions outstanding | item	0	0
Total borrowings	$ 1,800,076	$ 1,754,242
Gross amount of recognized liabilities for repurchase agreements and securities lending in offsetting disclosure above	1,800,076	1,754,242
Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Total borrowings	1,800,076	1,754,242
US Treasury and agency securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	86,476	181,915
US Treasury and agency securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	86,476	181,915
Assets-backed securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	373,098	357,234
Assets-backed securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Repurchase agreements transactions	373,098	357,234
Corporate securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	182	11,499
Corporate securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	182	11,499
Equity securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	1,340,320	1,203,594
Equity securities | Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings
Securities lending transactions	$ 1,340,320	$ 1,203,594

Broker-Dealer and Clearing Or_3

Broker-Dealer and Clearing Organization Receivables and Payables (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Receivables:
Securities borrowed	$ 1,453,985	$ 1,386,821
Securities failed to deliver	18,294	25,491
Trades in process of settlement		29,412
Other	19,228	22,654
Total receivables	1,491,507	1,464,378
Payables:
Securities loaned	1,340,502	1,215,093
Correspondents	22,477	30,160
Securities failed to receive	15,663	37,864
Trades in process of settlement	12,043
Other	5,716	4,446
Total Payables	$ 1,396,401	$ 1,287,563

Reserves for Losses and Loss _3

Reserves for Losses and Loss Adjustment Expenses - Reserve (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Information regarding of the reserve for unpaid losses and loss adjustment expenses
Reserve for unpaid losses and allocated LAE balance, net	$ 16,831	$ 17,470
Reinsurance recoverables on unpaid losses	5,038	11,495
Unallocated LAE	934	1,248
Reserve for unpaid losses and LAE balance, gross	$ 22,803	$ 30,213

Reserves for Losses and Loss _4

Reserves for Losses and Loss Adjustment Expenses - Activity (Details) $ in Thousands	Sep. 30, 2018USD ($)claim	Dec. 31, 2017USD ($)
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 382,352
Total incurred	398,871
All outstanding reserves prior to 2014, net of reinsurance	312
Reserve for unpaid losses and allocated LAE, net of reinsurance	16,831	$ 17,470
2,014
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	83,703
Total incurred	84,000
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 45
Cumulative Number of Reported Claims | claim	13,104
2,015
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 86,453
Total incurred	87,157
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 279
Cumulative Number of Reported Claims | claim	15,034
2,016
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 82,967
Total incurred	84,439
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 874
Cumulative Number of Reported Claims | claim	21,373
2,017
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 85,787
Total incurred	88,566
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 1,885
Cumulative Number of Reported Claims | claim	22,027
2,018
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
Total paid	$ 43,442
Total incurred	54,709
Total of IBNR Reserves Plus Expected Development on Reported claims	$ 5,880
Cumulative Number of Reported Claims | claim	10,039

Reinsurance Activity - Credit R

Reinsurance Activity - Credit Risk (Details) $ in Thousands	Sep. 30, 2018USD ($)
Reinsurance Activity
Balances due from Companies	$ 9,100
Allowance for uncollectible accounts	$ 0

Reinsurance Activity - Effects

Reinsurance Activity - Effects of Reinsurance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earned
Net premiums	$ 34,185	$ 34,493	$ 102,605	$ 106,653
Effect of reinsurance on incurred losses
Net loss and LAE incurred	18,712	31,234	58,653	86,118
Property and casualty
Written
Premiums from direct business	32,738	33,909	101,624	107,497
Reinsurance assumed	3,414	3,200	10,023	9,427
Reinsurance ceded	(2,353)	(4,028)	(6,698)	(10,215)
Net premiums	33,799	33,081	104,949	106,709
Earned
Premiums from direct business	33,399	36,096	100,139	110,048
Reinsurance assumed	3,181	2,993	9,292	8,721
Reinsurance ceded	(2,395)	(4,596)	(6,826)	(12,116)
Net premiums	34,185	34,493	102,605	106,653
Effect of reinsurance on incurred losses
Loss and LAE incurred	19,158	67,152	56,479	122,806
Reinsurance recoverables	(446)	(35,918)	2,174	(36,688)
Net loss and LAE incurred	$ 18,712	$ 31,234	$ 58,653	$ 86,118

Reinsurance Activity - Coverage

Reinsurance Activity - Coverage (Details) $ in Millions	Jan. 01, 2018USD ($)	Sep. 30, 2018USD ($)item	Dec. 31, 2017
Catastrophic coverage
Reinsurance activity
Retention amount		$ 2
Reinsurance in excess of retention		6
Catastrophic coverage | First layer of protection
Reinsurance activity
Retention amount		8
Reinsurance in excess of retention		17
Catastrophic coverage | Second layer of protection
Reinsurance activity
Retention amount		25
Reinsurance coverage in losses per event		30
Catastrophic coverage | Third layer of protection
Reinsurance activity
Retention amount		55
Reinsurance coverage in losses per event		50
NLIC | Catastrophic coverage
Reinsurance activity
Retention amount		8
ASIC | Catastrophic coverage
Reinsurance activity
Retention amount		$ 1.5
NLC
Reinsurance activity
Number of layers of protection under reinsurance | item		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%
NLC | Catastrophic coverage | Sub-catastrophic
Reinsurance activity
Retention amount	$ 17.5
NLIC and ASIC | Catastrophic coverage
Reinsurance activity
Number of catastrophe that could be experienced with limited retention | item		1
NLIC and ASIC | Catastrophic coverage | Maximum
Reinsurance activity
Retention amount		$ 8

Segment and Related Informati_3

Segment and Related Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2018USD ($)segment	Sep. 30, 2017USD ($)	Dec. 31, 2017USD ($)
Information about the revenues, operating results, goodwill and assets
Number of reportable segments | segment			4
Net interest income (expense)	$ 110,341	$ 104,980	$ 318,609	$ 313,056
Provision (recovery) for loan losses	(371)	1,260	(1,838)	8,818
Noninterest income	269,697	298,477	784,274	914,608
Noninterest expense	335,711	353,842	982,430	1,040,585
Income before income taxes	44,698	48,355	122,291	178,261
Goodwill	291,435		291,435		$ 251,808
Total assets	13,764,536		13,764,536		13,365,786
Operating segment | Banking
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	94,921	89,322	269,517	273,595
Provision (recovery) for loan losses		1,665	(1,531)	8,907
Noninterest income	11,365	11,414	32,188	49,323
Noninterest expense	67,714	62,750	192,626	186,075
Income before income taxes	38,572	36,321	110,610	127,936
Goodwill	247,368		247,368		207,741
Total assets	9,946,278		9,946,278		9,558,718
Operating segment | Broker-Dealer
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	12,432	12,215	37,873	31,052
Provision (recovery) for loan losses	(371)	(405)	(307)	(89)
Noninterest income	82,834	91,418	224,969	266,779
Noninterest expense	85,713	83,836	241,456	252,395
Income before income taxes	9,924	20,202	21,693	45,525
Goodwill	7,008		7,008		7,008
Total assets	3,341,891		3,341,891		3,394,911
Operating segment | Mortgage Origination
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	363	94	2,009	(791)
Noninterest income	144,400	163,758	434,262	487,033
Noninterest expense	140,006	151,056	420,736	444,263
Income before income taxes	4,757	12,796	15,535	41,979
Goodwill	13,071		13,071		13,071
Total assets	1,767,554		1,767,554		1,937,327
Operating segment | Insurance Segment
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	733	864	2,313	1,982
Noninterest income	36,724	36,839	108,288	113,562
Noninterest expense	33,807	47,015	104,532	133,444
Income before income taxes	3,650	(9,312)	6,069	(17,900)
Goodwill	23,988		23,988		23,988
Total assets	283,253		283,253		291,639
Corporate
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	(3,275)	(2,589)	(7,848)	(7,413)
Noninterest income	523	182	1,246	12,792
Noninterest expense	8,656	9,325	23,399	25,010
Income before income taxes	(11,408)	(11,732)	(30,001)	(19,631)
Total assets	2,136,398		2,136,398		2,106,978
All Other and Eliminations.
Information about the revenues, operating results, goodwill and assets
Net interest income (expense)	5,167	5,074	14,745	14,631
Noninterest income	(6,149)	(5,134)	(16,679)	(14,881)
Noninterest expense	(185)	(140)	(319)	(602)
Income before income taxes	(797)	$ 80	(1,615)	$ 352
Total assets	$ (3,710,838)		$ (3,710,838)		$ (3,923,787)

Earnings per Common Share (Deta

Earnings per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Basic earnings per share:
Income attributable to Hilltop	$ 35,805	$ 30,206	$ 93,326	$ 119,116
Net earnings available to Hilltop common stockholders	$ 35,805	$ 30,206	$ 93,326	$ 119,116
Weighted average shares outstanding - basic	94,554	96,096	95,264	97,554
Basic earnings per common share (in dollars per share)	$ 0.38	$ 0.31	$ 0.98	$ 1.22
Diluted earnings per share:
Income attributable to Hilltop	$ 35,805	$ 30,206	$ 93,326	$ 119,116
Weighted average shares outstanding - basic	94,554	96,096	95,264	97,554
Effect of potentially dilutive securities (in shares)	56	210	91	249
Weighted average shares outstanding - diluted	94,610	96,306	95,355	97,803
Diluted earnings per common share (in dollars per share)	$ 0.38	$ 0.31	$ 0.98	$ 1.22

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands	Oct. 23, 2018	Oct. 17, 2018	Oct. 16, 2018	Oct. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Subsequent Events
Payment by the FDIC to bank							$ 145,800
FDIC Indemnification Asset amortization					$ 694	$ 5,348	$ 6,509	$ 13,533
Subsequent Events | Hilltop Opportunity Partners
Subsequent Events
Proceeds from sale maturity and collection of investments			$ 16,200
Gain on sale of investments			$ 5,000
Subsequent Events | Termination Agreement With FDIC | PlainsCapital (the Bank)
Subsequent Events
Payment by the FDIC to bank		$ 6,260
Removal of FDIC Indemnification Asset				$ 22,800
Reversal of FDIC true-up accrual				$ 16,600
Subsequent Events | Settlement Agreement Between PrimeLending, DOJ And HUD
Subsequent Events
Reserve for settlement	$ 13,500

Schedule I - Insurance Incurr_2

Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net Of Reinsurance (Details) $ in Thousands	Sep. 30, 2018USD ($)claim	Dec. 31, 2017USD ($)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
Total incurred	$ 398,871
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
Total paid	382,352
All outstanding reserves prior to 2014, net of reinsurance	312
Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance	16,831	$ 17,470
2,014
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,014	107,793
2,015	85,037
2,016	84,221
2,017	84,074
Total incurred	84,000
Total of incurred but not reported reserves plus expected development on reported claims	$ 45
Cumulative Number of Reported Claims | claim	13,104
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
Total paid	83,703
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 incurred	87,157
Total of incurred but not reported reserves plus expected development on reported claims	$ 279
Cumulative Number of Reported Claims | claim	15,034
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,015	$ 71,820
2,016	82,940
2,017	85,507
Total paid	86,453
2,016
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,016	84,771
2,017	85,189
Total incurred	84,439
Total of incurred but not reported reserves plus expected development on reported claims	$ 874
Cumulative Number of Reported Claims | claim	21,373
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,016	$ 71,543
2,017	81,682
Total paid	82,967
2,017
Incurred losses and allocated loss adjustment expenses, net of reinsurance
2,017	87,899
Total incurred	88,566
Total of incurred but not reported reserves plus expected development on reported claims	$ 1,885
Cumulative Number of Reported Claims | claim	22,027
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2,017	$ 77,675
Total paid	85,787
2,018
Incurred losses and allocated loss adjustment expenses, net of reinsurance
Total incurred	54,709
Total of incurred but not reported reserves plus expected development on reported claims	$ 5,880
Cumulative Number of Reported Claims | claim	10,039
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
Total paid	$ 43,442