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HOW

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-31987

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)


Maryland		84-1477939
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

6565 Hillcrest Avenue
Dallas, TX		75205
(Address of principal executive offices)		(Zip Code)

(214) 855-2177

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HTH	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ⌧		Accelerated filer ◻

Non-accelerated filer ◻		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧

The number of shares of the registrant's common stock outstanding at April 21, 2023 was 65,023,881.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amended Filing”) amends our original Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2023 (the “Original Filing”). However, this amendment does not change our consolidated financial statements as set forth in the Original Filing.

This Amended Filing is being filed solely for the purpose of correcting typographical errors relating to the amounts of estimated uninsured deposits and the corresponding percentages of total deposits appearing on page 54 of the Original Filing. While such figures on page 54 of the Original Filing contained typographical errors, analogous figures provided on page 75 of the Original Filing were reported correctly. As of March 31, 2023, total estimated uninsured deposits were $4.6 billion, or approximately 42% of total deposits, while estimated uninsured deposits, excluding collateralized deposits of $0.4 billion, were $4.2 billion, or approximately 38% of total deposits.

We are amending and restating in its entirety Item 2 of Part I to reflect the correction of the above-referenced typographical errors. There have been no changes to the Original Filing other than those specifically described in this Explanatory Note. Items included in the Original Filing that are not amended by this Amended Filing remain in effect as of the date of the Original Filing.

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HILLTOP HOLDINGS INC.

FORM 10-Q/A (Amendment No. 1)

FOR THE QUARTER ENDED MARCH 31, 2023

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PART I — FINANCIAL INFORMATION

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

PART II — OTHER INFORMATION

Item 6.	Exhibits	44

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PART I

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated historical financial statements and notes appearing elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the financial information set forth in the tables herein.

Unless the context otherwise indicates, all references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, to the “Company,” “we,” “us,” “our” or “ours” or similar words are to Hilltop Holdings Inc. and its direct and indirect wholly owned subsidiaries, references to “Hilltop” refer solely to Hilltop Holdings Inc., references to “PCC” refer to PlainsCapital Corporation (a wholly owned subsidiary of Hilltop), references to “Securities Holdings” refer to Hilltop Securities Holdings LLC (a wholly owned subsidiary of Hilltop), references to “Hilltop Securities” refer to Hilltop Securities Inc. (a wholly owned subsidiary of Securities Holdings), references to “Momentum Independent Network” refer to Momentum Independent Network Inc. (a wholly owned subsidiary of Securities Holdings), Hilltop Securities and Momentum Independent Network are collectively referred to as the “Hilltop Broker-Dealers”, references to the “Bank” refer to PlainsCapital Bank (a wholly owned subsidiary of PCC), references to “FNB” refer to First National Bank, references to “SWS” refer to the former SWS Group, Inc., references to “PrimeLending” refer to PrimeLending, a PlainsCapital Company (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole.

FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this Quarterly Report that address results or developments that we expect or anticipate will or may occur in the future, and statements that are preceded by, followed by or include, words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “plan,” “probable,” “projects,” “seeks,” “should,” “target,” “view” or “would” or the negative of these words and phrases or similar words or phrases, including such things as our business strategy, our financial condition, our revenue, our liquidity and sources of funding, market trends, operations and business, taxes, the impact of natural disasters or public health emergencies, information technology expenses, capital levels, mortgage servicing rights (“MSR”) assets, stock repurchases, dividend payments, expectations concerning mortgage loan origination volume, servicer advances and interest rate compression, expected levels of refinancing as a percentage of total loan origination volume, projected losses on mortgage loans originated, total expenses, the effects of government regulation applicable to our operations, the appropriateness of, and changes in, our allowance for credit losses and provision for (reversal of) credit losses, expected future benchmark rates, anticipated investment yields, our expectations regarding accretion of discount on loans in future periods, the collectability of loans, cybersecurity incidents and the outcome of litigation are forward-looking statements.

These forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If an event occurs, our business, business plan, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Certain factors that could cause actual results to differ include, among others:

●

the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs;

●

effectiveness of our data security controls in the face of cyber attacks;

●

changes in general economic, market and business conditions in areas or markets where we compete, including changes in the price of crude oil;

●

changes in the interest rate environment;

●

risks associated with concentration in real estate related loans;

●

the effects of our indebtedness on our ability to manage our business successfully, including the restrictions imposed by the indenture governing our indebtedness;

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●

disruptions to the economy and the U.S. banking system caused by recent bank failures, risks associated with uninsured deposits and responsive measures by federal or state governments or banking regulators, including increases in the cost of our deposit insurance assessments;

●

cost and availability of capital;

●

changes in state and federal laws, regulations or policies affecting one or more of our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);

●

changes in key management;

●

competition in our banking, broker-dealer and mortgage origination segments from other banks and financial institutions as well as investment banking and financial advisory firms, mortgage bankers, asset-based non-bank lenders and government agencies;

●

legal and regulatory proceedings;

●

risks associated with merger and acquisition integration; and

●

our ability to use excess capital in an effective manner.

For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”), which was filed with the Securities and Exchange Commission (“SEC”) on February 17, 2023, this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other filings we have made with the SEC. We caution that the foregoing list of factors is not exhaustive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. All subsequent written and oral forward-looking statements concerning our business attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Quarterly Report except to the extent required by federal securities laws.

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OVERVIEW

We are a financial holding company registered under the Bank Holding Company Act of 1956. Our primary line of business is to provide business and consumer banking services from offices located throughout Texas through the Bank. We also provide an array of financial products and services through our broker-dealer and mortgage origination segments. The following includes additional details regarding the financial products and services provided by each of our primary business units.

PCC. PCC is a financial holding company that provides, through its subsidiaries, traditional banking and wealth, investment and treasury management services primarily in Texas and residential mortgage loans throughout the United States.

Securities Holdings. 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, clearing, securities lending, structured finance and retail brokerage services throughout the United States.

The following historical consolidated data for the periods indicated has been derived from our historical consolidated financial statements included elsewhere in this Quarterly Report (dollars and shares in thousands, except per share data).


	Three Months Ended March 31,
	2023			2022
Statement of Operations Data:
Net interest income	$	121,705		$	99,991
Provision for credit losses		2,331			115
Total noninterest income		162,494			216,428
Total noninterest expense		250,470			286,350
Income before income taxes		31,398			29,954
Income tax expense		3,630			5,815
Net income		27,768			24,139
Less: Net income attributable to noncontrolling interest		1,968			1,889
Income attributable to Hilltop	$	25,800		$	22,250

Per Share Data:
Diluted earnings per common share	$	0.40		$	0.28
Diluted weighted average shares outstanding		64,954			79,356
Cash dividends declared per common share	$	0.16		$	0.15
Dividend payout ratio ⁽¹⁾		40.25	%		53.57	%
Book value per common share (end of period)	$	31.63		$	31.02
Tangible book value per common share ⁽²⁾(end of period)	$	27.36		$	27.47

	March 31,			December 31,
	2023			2022
Balance Sheet Data:
Total assets	$	17,029,087		$	16,259,282
Cash and due from banks		1,764,081			1,579,512
Securities		3,196,990			3,289,530
Loans held for sale		1,040,138			982,616
Loans held for investment, net of unearned income		8,192,846			8,092,673
Allowance for credit losses		(97,354)			(95,442)
Total deposits		11,097,147			11,315,749
Notes payable		376,410			346,654
Total stockholders' equity		2,083,798			2,063,529

Capital Ratios:
Common equity to assets ratio		12.08	%		12.53	%
Tangible common equity to tangible assets ⁽²⁾		10.62	%		11.00	%

(1) Dividend payout ratio is defined as cash dividends declared per common share divided by basic earnings per common share.

(2) For a reconciliation to the nearest GAAP measure, see “—Reconciliation and Management’s Explanation of Non-GAAP Financial Measures.”

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Consolidated income before income taxes during the three months ended March 31, 2023 included the following contributions from our reportable business segments.

●

The banking segment contributed $58.2 million of income before income taxes during the three months ended March 31, 2023;

●

The broker-dealer segment contributed $13.4 million of income before income taxes during the three months ended March 31, 2023; and

●

The mortgage origination segment incurred $24.1 million of losses before income taxes during the three months ended March 31, 2023.

During the three months ended March 31, 2023, we declared and paid total common dividends of $10.4 million.

On April 20, 2023, our board of directors declared a quarterly cash dividend of $0.16 per common share, payable on May 25, 2023 to all common stockholders of record as of the close of business on May 10, 2023.

In January 2023, our board of directors authorized a new stock repurchase program through January 2024, pursuant to which we are authorized to repurchase, in the aggregate, up to $75.0 million of our outstanding common stock, inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the three months ended March 31, 2023, we paid $4.5 million to repurchase an aggregate of 144,403 shares of our common stock at an average price of $31.15 per share pursuant to the stock repurchase program.

Reconciliation and Management’s Explanation of Non-GAAP Financial Measures

We present certain measures in our selected financial data that are not measures of financial performance recognized by accounting principles generally accepted in the United States (“GAAP”). “Tangible book value per common share” is defined as our total stockholders’ equity reduced by goodwill and other intangible assets, divided by total common shares outstanding. “Tangible common equity to tangible assets” is defined as our total stockholders’ equity reduced by goodwill and other intangible assets, divided by total assets reduced by goodwill and other intangible assets. These measures are important to investors interested in changes from period to period in tangible common equity per share exclusive of changes in intangible assets. For companies such as ours that have engaged in business combinations, purchase accounting can result in the recording of significant amounts of goodwill and other intangible assets related to those transactions. You should not view this disclosure as a substitute for results determined in accordance with GAAP, and our disclosure is not necessarily comparable to that of other companies that use non-GAAP measures. The following table reconciles these non-GAAP financial measures to the most comparable GAAP financial measures, “book value per common share” and “equity to total assets” (dollars in thousands, except per share data).


	March 31,
	2023			2022
Book value per common share	$	31.63		$	31.02
Effect of goodwill and intangible assets per share		(4.27)			(3.55)
Tangible book value per common share	$	27.36		$	27.47

	March 31,			December 31,
	2023			2022
Hilltop stockholders’ equity	$	2,056,711		$	2,036,924
Less: goodwill and intangible assets, net		277,991			278,764
Tangible common equity	$	1,778,720		$	1,758,160

Total assets	$	17,029,087		$	16,259,282
Less: goodwill and intangible assets, net		277,991			278,764
Tangible assets	$	16,751,096		$	15,980,518

Equity to assets		12.08	%		12.53	%
Tangible common equity to tangible assets		10.62	%		11.00	%

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Recent Developments

Economic Environment

Beginning in 2022, our operational and financial results have been volatile due to economic headwinds including tight housing inventories on mortgage volumes, declining deposit balances, rapid increases in market interest rates and a declining economic forecast. The impacts of such headwinds in 2023 remain uncertain and will depend on several developments outside of our control including, among others, the timing and significance of further changes in U.S. treasury yields and mortgage interest rates, exposure to increasing funding costs, inflationary pressures associated with compensation, occupancy and software costs and labor market conditions, and the Russian-Ukraine conflict and its impact on supply chains.

In addition, during March 2023, the banking sector experienced increased uncertainty and concerns associated with liquidity positions primarily due to recent bank failures as depositors sought to reduce risks associated with uninsured deposits and withdraw such deposits from existing bank relationships. These failures underscore the importance of maintaining access to diverse sources of funding.

In light of the above events, we have continued our efforts to monitor deposit flows and balance sheet trends to ensure that our liquidity needs and financial flexibility are maintained. During the first quarter of 2023, we increased interest-bearing deposit rates to address rising market interest rates and competition for liquidity to combat deposit outflows. The Bank also accessed approximately $650 million of additional core deposits from our Hilltop Securities Federal Deposit Insurance Corporation (“FDIC”) insured sweep program and utilized $450.0 million of its Federal Home Loan Bank (“FHLB”) borrowing capacity through the use of short-term borrowings.

Market conditions and external factors may unpredictably impact the competitive landscape for deposits such as those experienced during the first quarter of 2023. Additionally, the rising market interest rate environment has increased competition for liquidity and the premium at which liquidity is available to meet funding needs. An unexpected influx of withdrawals of deposits could adversely impact our ability to rely on organic deposits to primarily fund our operations, potentially requiring greater reliance on secondary sources of liquidity to meet withdrawal deposits or to fund continuing operations. These sources may include proceeds from FHLB advances, sales of investment securities and loans, federal fund lines of credit with correspondent banks, securities sold under agreements to repurchase, brokered time deposits, borrowings from the Federal Reserve and borrowings under lines of credit with other financial institutions. Refer to the discussions in the “Segment Results – Banking Segment" and “Liquidity and Capital Resources – Banking Segment” sections that follow for more details regarding the Bank’s deposits, available liquidity and borrowing capacity at March 31, 2023.

As a result of the March 2023 bank failures and in an effort to strengthen public confidence in the banking system and protect depositors, regulators announced that any losses to the Deposit Insurance Fund to support uninsured depositors will be recovered by a special assessment on banks, as required by law, which could increase the cost of our FDIC insurance assessments. Additionally, on March 12, 2023, the Treasury Department, Federal Reserve and FDIC jointly announced the Bank Term Funding Program (“BTFP”). The BTFP aims to enhance liquidity by allowing institutions to pledge certain securities at par value, and at a borrowing rate of ten basis points over the one-year overnight index swap rate. The BTFP is available to eligible U.S. federally insured depository institutions, with advances having a term of up to one year and no prepayment penalties. The future impact of these failures on the economy, financial institutions and their depositors, as well as a governmental regulatory response or actions resulting from the same, is uncertain at this time.

Further, since March 31, 2023, to bolster our liquidity position, we increased brokered deposits at the Bank by approximately $350 million and are evaluating the pledging of additional available, or unencumbered, securities to various Federal Reserve programs. To date, we have not leveraged the discount window at the Federal Reserve or the BTFP.

We expect uncertainties related to economic headwinds discussed above, the impact of interest rate movements on the shape and inversions of the yield curve, the increasing cost and challenge for deposits, as well as disruptions to the economy and the U.S. banking system caused by recent bank failures, to persist through the remainder of 2023.

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Asset Valuation

As discussed in more detail within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2022 Form 10-K, at each reporting date between annual impairment tests, we consider potential indicators of impairment including the condition of the economy and financial services industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of our stock and other relevant events.

Given the potential impacts as a result of the operating performance of these reporting segments and overall economic conditions, actual results may differ materially from our current estimates as the scope of such impacts evolves or if the duration of business disruptions is longer than currently anticipated. We continue to monitor developments regarding overall economic conditions, market capitalization, and any other triggering events or circumstances that may indicate an impairment in the future.

To the extent future operating performance of the mortgage origination and broker-dealer segments remain challenged

and below forecasted projections during 2023, significant assumptions such as expected future cash flows or the risk-adjusted discount rate used to estimate fair value are adversely impacted, or upon the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform impairment tests on our

goodwill and other intangible assets, an impairment charge may be recorded for that period. In the event that we

conclude that all or a portion of our goodwill and other intangible assets are impaired, a non-cash charge for the

respective amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible

capital or regulatory capital.

Outlook

Our balance sheet, operating results and certain metrics during 2023 reflected economic headwinds including tight housing inventories on mortgage volumes, declining deposit balances, rapid increases in U.S. treasury yields and mortgage interest rates, and a declining economic forecast. As noted within our 2022 Form 10-K, these headwinds, coupled with exposure to increasing funding costs, inflationary pressures associated with compensation, occupancy and software costs and labor market conditions, the Russian-Ukraine conflict and its impact on supply chains within our business segments during 2022 have had, and are expected to continue to have, an adverse impact on our operating results during 2023.

Factors Affecting Results of Operations

As a financial institution providing products and services through our banking, broker-dealer and mortgage origination segments, we are directly affected by general economic and market conditions, many of which are beyond our control and unpredictable. A key factor impacting our results of operations is changes in the level of interest rates in addition to twists in the shape of the yield curve with the magnitude and direction of the impact varying across the different lines of business. Other factors impacting our results of operations include, but are not limited to, fluctuations in volume and price levels of securities, inflation, political events, investor confidence, investor participation levels, legal, regulatory, and compliance requirements and competition. All of these factors have the potential to impact our financial position, operating results and liquidity. In addition, the recent economic and political environment has led to legislative and regulatory initiatives, both enacted and proposed, that could substantially change the regulation of the financial services industry and may significantly impact us.

Factors Affecting Comparability of Results of Operations

LIBOR Cessation

As discussed in more detail within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2022 Form 10-K, one week and two-month LIBOR ceased to be published on December 31, 2021, and all remaining USD LIBOR tenors will cease to be published or lose representativeness immediately after June 30, 2023.

Certain loans we originated bear interest at a floating rate based on LIBOR. We also pay interest on certain borrowings based on LIBOR, are counterparty to derivative agreements that are based on LIBOR and have existing contracts with payment calculations that use LIBOR as the reference rate. The cessation of publication of LIBOR will create various

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risks surrounding the financial, operational, compliance and legal aspects associated with changing certain elements of existing contracts.

We have completed our targeted assessment of exposures across the organization associated with the migration away from LIBOR and have transitioned to the impact assessment and implementation stages. In light of the LIBOR phase out dates being pushed out to 2023, we have taken necessary actions, including the negotiation of certain of our agreements based on established alternative benchmark rates. Since the third quarter of 2020, PrimeLending has been originating conventional adjustable-rate mortgage, or ARM, loan products utilizing a SOFR rate with terms consistent with government-sponsored enterprise, or GSE, guidelines. In addition, the Bank’s management team has significantly completed its efforts to amend LIBOR-based contractual terms and establish an alternative benchmark rate. We have also evaluated, and will continue to evaluate, the impacts of the LIBOR phase-out and transition requirements as it pertains to contracts, models and systems. To date, an immaterial amount of expenses have been incurred as a result of our efforts related to the transition of our systems and processes away from LIBOR.

Segment Information

The Company has two primary business units, PCC (banking and mortgage origination) and Securities Holdings (broker-dealer). Under GAAP, the Company’s units are comprised of three reportable business segments organized primarily by the core products offered to the segments’ respective customers: banking, broker-dealer and mortgage origination. Consistent with our historical segment operating results, we anticipate that future revenues will be driven primarily from the banking segment, with the remainder being generated by our broker-dealer and mortgage origination segments. Operating results for the mortgage origination segment have historically been more volatile than operating results for the banking and broker-dealer segments.

The banking segment includes the operations of the Bank. The banking segment primarily provides business and consumer banking services from offices located throughout Texas and generates revenue from its portfolio of earning assets. The Bank’s results of operations are primarily dependent on net interest income. The Bank also derives revenue from other sources, including service charges on customer deposit accounts and trust fees.

The broker-dealer segment includes the operations of Securities Holdings, which operates through its wholly owned subsidiaries Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC. The broker-dealer segment generates a majority of its revenues from fees and commissions earned from investment advisory and securities brokerage services. Hilltop Securities is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority (“FINRA”) and a member of the New York Stock Exchange (“NYSE”). Momentum Independent Network is an introducing broker-dealer that is also registered with the SEC and FINRA. Hilltop Securities, Momentum Independent Network and Hilltop Securities Asset Management, LLC are registered investment advisers under the Investment Advisers Act of 1940.

The mortgage origination segment includes the operations of PrimeLending, which offers a variety of loan products and generates revenue predominantly from fees charged on the origination and servicing of loans and from selling these loans in the secondary market.

The eliminations of intercompany transactions are included in “All Other and Eliminations.” Additional information concerning our reportable segments is presented in Note 21, Segment and Related Information, in the notes to our consolidated financial statements.

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The following table presents certain information about the results of our reportable segments (in thousands). This table serves as a basis for the discussion and analysis in the segment operating results sections that follow.


	Three Months Ended March 31,				Variance 2023 vs 2022
	2023		2022		Amount		Percent
Net interest income (expense):
Banking	$	104,770	$	92,070	$	12,700	14
Broker-Dealer		13,863		11,518		2,345	20
Mortgage Origination		(4,208)		(1,835)		(2,373)	(129)
Corporate		(3,322)		(3,389)		67	2
All Other and Eliminations		10,602		1,627		8,975	552
Hilltop Consolidated	$	121,705	$	99,991	$	21,714	22

Provision for (reversal of) credit losses:
Banking	$	1,600	$	(50)	$	1,650	NM
Broker-Dealer		731		165		566	NM
Mortgage Origination		—		—		—	-
Corporate		—		—		—	-
All Other and Eliminations		—		—		—	-
Hilltop Consolidated	$	2,331	$	115	$	2,216	NM

Noninterest income:
Banking	$	11,190	$	12,771	$	(1,581)	(12)
Broker-Dealer		90,635		60,691		29,944	49
Mortgage Origination		68,829		143,195		(74,366)	(52)
Corporate		2,704		1,766		938	53
All Other and Eliminations		(10,864)		(1,995)		(8,869)	(445)
Hilltop Consolidated	$	162,494	$	216,428	$	(53,934)	(25)

Noninterest expense:
Banking	$	56,127	$	58,430	$	(2,303)	(4)
Broker-Dealer		90,345		80,647		9,698	12
Mortgage Origination		88,753		134,859		(46,106)	(34)
Corporate		15,513		12,793		2,720	21
All Other and Eliminations		(268)		(379)		111	29
Hilltop Consolidated	$	250,470	$	286,350	$	(35,880)	(13)

Income (loss) before taxes:
Banking	$	58,233	$	46,461	$	11,772	25
Broker-Dealer		13,422		(8,603)		22,025	256
Mortgage Origination		(24,132)		6,501		(30,633)	(471)
Corporate		(16,131)		(14,416)		(1,715)	(12)
All Other and Eliminations		6		11		(5)	(45)
Hilltop Consolidated	$	31,398	$	29,954	$	1,444	5

NMNot meaningful

Key Performance Indicators

We utilize several key indicators of financial condition and operating performance to evaluate the various aspects of our business. In addition to traditional financial metrics, such as revenue and growth trends, we monitor several other financial measures and non-financial operating metrics to help us evaluate growth trends, measure the adequacy of our capital based on regulatory reporting requirements, measure the effectiveness of our operations and assess operational efficiencies. These indicators change from time to time as the opportunities and challenges in our businesses change.

Specifically, performance ratios and asset quality ratios are typically used for measuring the performance of banking and financial institutions. We consider return on average stockholders’ equity, return on average assets and net interest margin to be important supplemental measures of operating performance that are commonly used by securities analysts, investors and other parties interested in the banking and financial industry. The net recoveries (charge-offs) to average loans outstanding ratio is also considered a key measure for our banking segment as it indicates the performance of our loan portfolio.

In addition, we consider regulatory capital ratios to be key measures that are used by us, as well as banking regulators, investors and analysts, to assess our regulatory capital position and to compare our regulatory capital to that of other financial services companies. We monitor our capital strength in terms of both leverage ratio and risk-based capital ratios based on capital requirements administered by the federal banking agencies. The risk-based capital ratios are minimum supervisory ratios generally applicable to banking organizations, but banking organizations are widely

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expected to operate with capital positions well above the minimum ratios. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a material effect on our financial condition or results of operations.

How We Generate Revenue

We generate revenue from net interest income and from noninterest income. Net interest income represents the difference between the income earned on our assets, including our loans and investment securities, and our cost of funds, including the interest paid on the deposits and borrowings that are used to support our assets. Net interest income is a significant contributor to our operating results. Fluctuations in interest rates, as well as the amounts and types of interest-earning assets and interest-bearing liabilities we hold, affect net interest income. Net interest income increased during the three months ended March 31, 2023, compared with the same period in 2022, primarily due to increases within our banking and broker-dealer segments, partially offset by a decrease within our mortgage origination segment.

The other component of our revenue is noninterest income, which is primarily comprised of the following:

(i)

Income from broker-dealer operations. Through Securities Holdings, we provide investment banking and other related financial services that generated $58.1 million and $66.9 million in securities commissions and fees and investment and securities advisory fees and commissions, respectively, and $22.0 million in gains and $6.1 million in losses from derivative and trading portfolio activities (included within other noninterest income), respectively, during the three months ended March 31, 2023 and 2022.

(ii)

Income from mortgage operations. Through PrimeLending, we generate noninterest income by originating and selling mortgage loans. During the three months ended March 31, 2023 and 2022, we generated $68.7 million and $143.0 million, respectively, in net gains from sale of loans, other mortgage production income (including income associated with retained mortgage servicing rights), and mortgage loan origination fees.

In the aggregate, we experienced a decrease in noninterest income during the three months ended March 31, 2023, compared to the same period in 2022, as noted in the segment results table previously presented, primarily due to a decrease of $74.2 million in net gains from sale of loans, other mortgage production income and mortgage loan origination fees within our mortgage origination segment, partially offset by increases in gains from derivative and trading portfolio activities within our broker-dealer segment.

We also incur noninterest expenses in the operation of our businesses. Our businesses engage in labor intensive activities and, consequently, employees’ compensation and benefits represent the majority of our noninterest expenses.

Consolidated Operating Results

Income applicable to common stockholders during the three months ended March 31, 2023 was $25.8 million, or $0.40 per diluted share, compared with $22.3 million, or $0.28 per diluted share, during the three months ended March 31, 2022. Hilltop’s financial results for the three months ended March 31, 2023, compared with the same period in 2022, included significant decreases in year-over-year mortgage origination segment net gains from sales of loans and other mortgage production income, increases in net revenues within certain of the broker-dealer segment’s business lines, and an increase in net interest income within the banking segment.

Certain items included in net income for the three months ended March 31, 2023 and 2022 resulted from purchase accounting associated with the merger of PlainsCapital Corporation with and into a wholly owned subsidiary of Hilltop on November 30, 2012, the FDIC-assisted transaction whereby the Bank acquired certain assets and assumed certain liabilities of FNB, the acquisition of SWS Group, Inc. in a stock and cash transaction, and the acquisition of The Bank of River Oaks in an all-cash transaction (collectively, the “Bank Transactions”). Income before income taxes during the three months ended March 31, 2023 and 2022 included net accretion on earning assets and liabilities of $1.9 million and $2.6 million, respectively, and amortization of identifiable intangibles of $0.8 million and $1.1 million, respectively, related to the Bank Transactions.

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The information shown in the table below includes certain key performance indicators on a consolidated basis.


	Three Months Ended March 31,
	2023		2022
Return on average stockholders' equity⁽¹⁾	5.12	%	3.60	%
Return on average assets ⁽²⁾	0.69	%	0.53	%
Net interest margin^{(3) (4)}	3.28	%	2.36	%
Leverage ratio⁽⁵⁾ (end of period)	11.82	%	12.46	%
Common equity Tier 1 risk-based capital ratio ⁽⁶⁾ (end of period)	17.99	%	21.27	%

(1)	Return on average stockholders’ equity is defined as consolidated income attributable to Hilltop divided by average total Hilltop stockholders’ equity.

(2)	Return on average assets is defined as consolidated net income divided by average assets.

(3)	Net interest margin is defined as net interest income divided by average interest-earning assets. We consider net interest margin as a key indicator of profitability, as it represents interest earned on our interest-earning assets compared to interest incurred.

(4)	The securities financing operations within our broker-dealer segment had the effect of lowering both the net interest margin and taxable equivalent net interest margin by 29 basis points and 19 basis points during the three months ended March 31, 2023 and 2022, respectively.

(5)	The leverage ratio is a regulatory capital ratio and is defined as Tier 1 risk-based capital divided by average consolidated assets.

(6)

The common equity Tier 1 risk-based capital ratio is a regulatory capital ratio and is defined as common equity Tier 1 risk-based capital divided by risk weighted assets. Common equity includes common equity Tier 1 capital (common stockholders’ equity and certain minority interests in the equity capital accounts of consolidated subsidiaries, but excluding goodwill and various intangible assets) and additional Tier 1 capital (certain qualifying minority interests not included in common equity Tier 1 capital, certain preferred stock and related surplus, and certain subordinated debt).

We present net interest margin and net interest income below on a taxable-equivalent basis. Net interest margin (taxable equivalent), a non-GAAP measure, is defined as taxable equivalent net interest income divided by average interest-earning assets. Taxable equivalent adjustments are based on the applicable corporate federal income tax rate of 21% for all periods presented. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments.

During the three months ended March 31, 2023 and 2022, purchase accounting contributed 6 and 7 basis points, respectively, to our consolidated taxable equivalent net interest margin of 3.28% and 2.37%, respectively. The purchase accounting activity was primarily related to the accretion of discount of loans which totaled $1.9 million and $2.5 million during the three months ended March 31, 2023 and 2022, respectively, associated with the Bank Transactions.

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The table below provides additional details regarding our consolidated net interest income (dollars in thousands).


	Three Months Ended March 31,
	2023						2022
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for sale	$	815,393	$	10,724	5.26	%	$	1,467,998	$	11,966	3.26	%
Loans held for investment, gross ⁽¹⁾		7,894,668		112,655	5.79	%		7,839,047		78,442	4.06	%
Investment securities - taxable		2,813,734		25,602	3.64	%		2,768,849		15,581	2.25	%
Investment securities - non-taxable ⁽²⁾		412,543		3,286	3.19	%		324,084		2,888	3.56	%
Federal funds sold and securities purchased under agreements to resell		163,601		2,368	5.87	%		157,313		136	0.35	%
Interest-bearing deposits in other financial institutions		1,480,323		16,116	4.42	%		3,116,369		1,427	0.19	%
Securities borrowed		1,419,797		17,068	4.81	%		1,455,166		8,817	2.42	%
Other		63,219		3,706	23.77	%		54,602		750	5.57	%
Interest-earning assets, gross ⁽²⁾		15,063,278		191,525	5.16	%		17,183,428		120,007	2.83	%
Allowance for credit losses		(97,060)						(92,239)
Interest-earning assets, net		14,966,218						17,091,189
Noninterest-earning assets		1,336,908						1,401,584
Total assets	$	16,303,126					$	18,492,773

Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,239,556	$	35,824	2.01	%	$	8,201,824	$	4,193	0.21	%
Securities loaned		1,323,857		15,346	4.70	%		1,371,816		7,472	2.21	%
Notes payable and other borrowings		1,490,075		18,552	5.05	%		1,249,222		7,881	2.56	%
Total interest-bearing liabilities		10,053,488		69,722	2.81	%		10,822,862		19,546	0.73	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		3,789,757						4,507,661
Other liabilities		390,107						631,790
Total liabilities		14,233,352						15,962,313
Stockholders’ equity		2,043,157						2,504,383
Noncontrolling interest		26,617						26,077
Total liabilities and stockholders' equity	$	16,303,126					$	18,492,773

Net interest income ⁽²⁾			$	121,803					$	100,461
Net interest spread ⁽²⁾					2.35	%					2.10	%
Net interest margin ⁽²⁾					3.28	%					2.37	%

(1)	Average balance includes non-accrual loans.

(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on the applicable corporate federal income tax rate of 21% for the periods presented. The adjustment to interest income was $0.1 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively.

The banking segment’s net interest margin exceeds our consolidated net interest margin shown above. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduce our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities, such as securities borrowed in the broker-dealer segment and securities loaned in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, yields and costs on certain interest-earning assets, such as lines of credit extended to other operating segments by the banking segment, are eliminated from the consolidated financial statements.

On a consolidated basis, the changes in net interest income during the three months ended March 31, 2023, compared with the same period in 2022, were primarily due to the effects of volume and rate changes within the mortgage warehouse lending, securities and deposits portfolios within the banking segment, increased net yields on mortgage loans held for sale and decreases in average warehouse line balance with an unaffiliate bank within the mortgage origination segment and changes within the broker-dealer segment related to its structured finance and fixed income services business lines. Refer to the discussion in the “Banking Segment” section that follows for more details on the changes in net interest income, including the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items.

The provision for (reversal of) credit losses is determined by management as the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses for loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors. During the three months ended March 31, 2023, the provision for credit losses reflected a build in the allowance related to loan portfolio changes since the prior quarter, offset by an updated economic outlook with a mild U.S. recession from the fourth quarter of 2023 and recovery from the

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third quarter of 2024 compared to the prior quarter’s U.S. recession assumption during the last three quarters of 2023. Refer to the discussion under the heading “Financial Condition – Allowance for Credit Losses on Loans” for more details regarding the significant assumptions and estimates involved in estimating credit losses.

Noninterest income decreased during the three months ended March 31, 2023, compared with the same period in 2022, primarily due to decreases in total mortgage loan sales volume and average loan sales margin within our mortgage origination segment, partially offset by net increases primarily within the broker-dealer segment’s fixed income services and structured finance business lines.

Noninterest expense decreased during the three months ended March 31, 2023, compared with the same period in 2022, primarily due to decreases in both variable and non-variable compensation within our mortgage origination segment associated with the decreased mortgage loan originations, partially offset by increases in both variable and non-variable compensation within our broker-dealer segment. We have experienced an increase in certain noninterest expenses during 2023 and 2022, compared with respective prior periods, including compensation, occupancy, and software costs, due to inflationary pressures. We expect such inflationary headwinds to continue and result in higher fixed costs throughout 2023.

Effective income tax rates during the three months ended March 31, 2023 and 2022 were 11.6% and 19.4%, respectively. The effective tax rate for the three months ended March 31, 2022 was lower than the applicable statutory rate primarily due to the discrete impact of restricted stock vesting during the quarter. During the three months ended March 31, 2023, the effective tax rate was lower than the applicable statutory rate primarily due to the impacts of excess tax benefits on share-based payment awards, investments in tax-exempt instruments and changes in accumulated tax reserves, partially offset by nondeductible expenses.

Segment Results

Banking Segment

The following table presents certain information about the operating results of our banking segment (in thousands).


	Three Months Ended March 31,				Variance
	2023		2022		2023 vs 2022
Net interest income	$	104,770	$	92,070	$	12,700
Provision for (reversal of) credit losses		1,600		(50)		1,650
Noninterest income		11,190		12,771		(1,581)
Noninterest expense		56,127		58,430		(2,303)
Income before income taxes	$	58,233	$	46,461	$	11,772

The increase in income before income taxes during the three months ended March 31, 2023, compared with the same period in 2022, was primarily due to the combined impact of net interest income volume and rate changes within the loans held for investment, mortgage warehouse lending, investment securities and deposit portfolios, partially offset by an increase in the changes in provision for (reversal of) credit losses. Changes to net interest income related to the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items are discussed in more detail below.

The information shown in the table below includes certain key indicators of the performance and asset quality of our banking segment.


	Three Months Ended March 31,
	2023		2022
Efficiency ratio ⁽¹⁾	48.40	%	55.73	%
Return on average assets ⁽²⁾	1.44	%	0.98	%
Net interest margin ⁽³⁾	3.40	%	2.65	%
Net charge-offs to average loans outstanding ⁽⁴⁾	(0.01)	%	(0.02)	%

(1)	Efficiency ratio is defined as noninterest expenses divided by the sum of total noninterest income and net interest income for the period. We consider the efficiency ratio to be a measure of the banking segment’s profitability.

(2)	Return on average assets is defined as net income divided by average assets.

(3)	Net interest margin is defined as net interest income divided by average interest-earning assets. We consider net interest margin as a key indicator of profitability, as it represents interest earned on interest-earning assets compared to interest incurred.

(4)	Net charge-offs to average loans outstanding is defined as the greater of charge-offs during the reported period minus recoveries divided by average loans outstanding. We use the ratio to measure the credit performance of our loan portfolio.

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The banking segment presents net interest margin and net interest income in the following discussion and table below on a taxable equivalent basis. Net interest margin (taxable equivalent), a non-GAAP measure, is defined as taxable equivalent net interest income divided by average interest-earning assets. Taxable equivalent adjustments are based on the applicable corporate federal income tax rate of 21% for all periods presented. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments.

During the three months ended March 31, 2023 and 2022, purchase accounting contributed 7 and 8 basis points, respectively, to the banking segment’s taxable equivalent net interest margin of 3.41% and 2.65%, respectively. These purchase accounting items are primarily related to accretion of discount of loans associated with the Bank Transactions presented in the Consolidated Operating Results section.

The table below provides additional details regarding our banking segment’s net interest income (dollars in thousands).


	Three Months Ended March 31,
	2023						2022
	Average		Interest		Annualized		Average		Interest		Annualized
	Outstanding		Earned		Yield or		Outstanding		Earned		Yield or
	Balance		or Paid		Rate		Balance		or Paid		Rate
Assets
Interest-earning assets
Loans held for investment, gross ⁽¹⁾	$	7,693,626	$	104,632	5.52	%	$	7,156,313	$	73,811	4.18	%
Subsidiary warehouse lines of credit		726,470		13,481	7.42	%		1,343,757		12,717	3.79	%
Investment securities - taxable		2,414,077		18,034	2.99	%		2,341,460		8,841	1.51	%
Investment securities - non-taxable ⁽²⁾		113,894		1,010	3.55	%		108,853		933	3.43	%
Federal funds sold and securities purchased under agreements to resell		100,806		1,203	4.84	%		165,008		174	0.43	%
Interest-bearing deposits in other financial institutions		1,406,128		16,116	4.65	%		2,947,713		1,427	0.20	%
Other		43,482		443	4.13	%		36,798		(77)	(0.85)	%
Interest-earning assets, gross ⁽²⁾		12,498,483		154,919	5.03	%		14,099,902		97,826	2.81	%
Allowance for credit losses		(95,621)						(91,810)
Interest-earning assets, net		12,402,862						14,008,092
Noninterest-earning assets		872,528						891,783
Total assets	$	13,275,390					$	14,899,875

Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	7,045,714	$	44,440	2.56	%	$	8,098,046	$	4,989	0.25	%
Notes payable and other borrowings		585,360		5,511	3.82	%		190,039		564	1.20	%
Total interest-bearing liabilities		7,631,074		49,951	2.65	%		8,288,085		5,553	0.27	%
Noninterest-bearing liabilities
Noninterest-bearing deposits		3,934,399						4,801,571
Other liabilities		153,350						113,769
Total liabilities		11,718,823						13,203,425
Stockholders’ equity		1,556,567						1,696,450
Total liabilities and stockholders’ equity	$	13,275,390					$	14,899,875

Net interest income ⁽²⁾			$	104,968					$	92,273
Net interest spread ⁽²⁾					2.38	%					2.54	%
Net interest margin ⁽²⁾					3.41	%					2.65	%

(1)	Average balance includes non-accrual loans.

(2)

Presented on a taxable equivalent basis with annualized taxable equivalent adjustments based on the applicable corporate federal income tax rates of 21% for all the periods presented. The adjustment to interest income was $0.2 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively.

The banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our banking segment and reduce our consolidated net interest margin, such as the borrowing costs of Hilltop and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities, such as securities borrowed in the broker-dealer segment and securities loaned in the broker-dealer segment, including items related to securities financing operations that particularly decrease net interest margin. In addition, yields and costs on certain interest-earning assets, such as lines of credit extended to other operating segments by the banking segment, are eliminated from the consolidated financial statements.

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The following table summarizes the changes in the banking segment’s net interest income for the periods indicated below, including the component changes in the volume of average interest-earning assets and interest-bearing liabilities and changes in the rates earned or paid on those items (in thousands).


	Three Months Ended March 31,
	2023 vs. 2022
	Change Due To ⁽¹⁾
	Volume		Yield/Rate		Change
Interest income
Loans held for investment, gross ⁽²⁾	$	5,538	$	25,283	$	30,821
Subsidiary warehouse lines of credit ⁽³⁾		(5,762)		6,526		764
Investment securities - taxable		270		8,923		9,193
Investment securities - non-taxable ⁽⁴⁾		43		34		77
Federal funds sold and securities purchased under agreements to resell		(68)		1,097		1,029
Interest-bearing deposits in other financial institutions		(746)		15,435		14,689
Other		(14)		534		520
Total interest income ⁽⁴⁾		(739)		57,832		57,093

Interest expense
Deposits	$	(648)	$	40,099	$	39,451
Notes payable and other borrowings		1,173		3,774		4,947
Total interest expense		525		43,873		44,398

Net interest income ⁽⁴⁾	$	(1,264)	$	13,959	$	12,695

(1)	Changes attributable to both volume and yield/rate are included in yield/rate column.

(2)

Changes in the yields earned on loans held for investment, gross included a decline of $0.6 million in accretion of discount on loans during three months ended March 31, 2023, compared with the same period in 2022. Accretion of discount on loans is expected to decrease in future periods as loans acquired in the Bank Transactions are repaid, refinanced or renewed.

(3)	Subsidiary warehouse lines of credit extended to PrimeLending are eliminated from the consolidated financial statements.

(4)	Annualized taxable equivalent.

With regard to net interest income, as of March 31, 2023, the banking segment maintained an asset sensitive rate risk position, meaning the amount of its interest-earning assets maturing or repricing within a given period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. During a period of rising interest rates, being asset sensitive tends to result in an increase in net interest income, but during a period of declining interest rates, tends to result in a decrease in net interest income.

Our portfolio includes loans that periodically reprice or mature prior to the end of an amortized term. The extent and timing of this impact on interest income will ultimately be driven by the timing, magnitude and frequency of interest rate and yield curve movements, as well as changes in market conditions and timing of management strategies. At March 31, 2023, approximately $739 million of our floating rate loans held for investment remained at or below their applicable rate floor, exclusive of our mortgage warehouse lending program, of which approximately 80% are not scheduled to reprice for more than one year based upon agreed-upon terms. If interest rates rise further, yields on the portion of our loan portfolio that remain at applicable rate floors would rise more slowly than increases in market interest rates, unless such loans are refinanced or repaid. Competition for loan growth could also continue to put pressure on new loan origination rates. If interest rates were to fall, the impact on our interest income for certain variable-rate loans would be limited by these rate floors.

Additionally, within our banking segment, the composition of the deposit base and ultimate cost of funds on deposits and net interest income are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. Deposit products and pricing structures relative to the market are regularly evaluated to maintain competitiveness over time. During a period of rising interest rates, the cost of funds on deposits, and therefore, interest expense, tends to increase. Currently, given the ongoing competition for liquidity by some participants in our markets and the recent banking industry disruption, we expect that the Bank’s interest expense related to certain deposits will continue to increase during 2023 as customers seek higher yields on deposits. The Bank’s deposit base primarily includes a combination of commercial, wealth and public funds deposits, without a high level of industry concentration. At March 31, 2023, total estimated uninsured deposits were $4.6 billion, or approximately 42% of total deposits, while estimated uninsured deposits, excluding collateralized deposits of $0.4 billion, were $4.2 billion, or approximately 38% of total deposits.

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Refer to the discussion in the “Liquidity and Capital Resources – Banking Segment” section that follows for more detail regarding the Bank’s activities regarding deposits, available liquidity and borrowing capacity.

To help mitigate net interest income spread compression between our assets and liabilities as the Federal Reserve increases interest rates, management continues to execute certain derivative trades, as either cash flow hedges or fair value hedges, that benefit the banking segment as interest rates rise. Any changes in interest rates across the term structure will continue to impact net interest income and net interest margin. The impact of rate movements will change with the shape of the yield curve, including any changes in steepness or flatness and inversions at any points on the yield curve.

The banking segment retained approximately $66 million and $109 million in mortgage loans originated by the mortgage origination segment during the three months ended March 31, 2023 and 2022, respectively. These loans are purchased by the banking segment at par. For origination services provided, the banking segment reimburses the mortgage origination segment for direct origination costs associated with these mortgage loans, in addition to payment of a correspondent fee. The correspondent fees are eliminated in consolidation. The determination of mortgage loan retention levels by the banking segment will be impacted by, among other things, an ongoing review of the prevailing mortgage rates, balance sheet positioning at Hilltop and the banking segment’s outlook for commercial loan growth.

The banking segment’s provision for (reversal of) credit losses has been subject to significant year-over-year and quarterly changes primarily attributable to the effects of changes in economic outlook, macroeconomic forecast assumptions and the resulting impact on reserves. Specifically, during the three months ended March 31, 2023, the provision for credit losses reflected a build in the allowance related to loan portfolio changes since the prior quarter, offset by an updated economic outlook with a mild U.S. recession from the fourth quarter of 2023 and recovery from the third quarter of 2024 compared to the prior quarter’s U.S. recession assumption during the last three quarters of 2023. The net impact to the allowance of changes associated with individually and collectively evaluated loans during the three months ended March 31, 2023 included a provision for credit losses of $0.1 million and $1.5 million, respectively. The change in the allowance for credit losses during the three months ended March 31, 2023 was also impacted by net charge-offs of $0.4 million. During the three months ended March 31, 2022, the banking segment’s slight decrease in the allowance reflected decreases in specific reserves and positive risk rating grade migration, significantly offset by a slower U.S. economic outlook since the prior quarter. The net impact to the allowance of changes associated with collectively evaluated loans during the three months ended March 31, 2022 included a reversal of credit losses of $0.2 million, while individually evaluated loans included a provision for credit losses of $0.1 million. The changes in the allowance for credit losses during the noted periods also reflected other factors including, but not limited to, loan growth, loan mix and changes in risk grades and qualitative factors from the prior quarter. Refer to the discussion in the “Financial Condition – Allowance for Credit Losses on Loans” section that follows for more details regarding the significant assumptions and estimates involved in estimating credit losses.

The banking segment’s noninterest income decreased during the three months ended March 31, 2023, compared to the same period in 2022, primarily due to a decline in service charges on depositor accounts.

The banking segment’s noninterest expense decreased during the three months ended March 31, 2023, compared to the same period in 2022, primarily due to the decrease in the allowance for unfunded commitments attributable to changes in both available commitment balances and expected loss rates as well as reductions in legal and professional expenses.

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Broker-Dealer Segment

The following table provides additional details regarding our broker-dealer segment operating results (in thousands).


	Three Months Ended March 31,				Variance
	2023		2022		2023 vs 2022
Net interest income:
Wealth management:
Securities lending	$	1,722	$	1,345	$	377
Clearing services		1,481		2,121		(640)
Structured finance		2,625		1,811		814
Fixed income services		2,018		5,113		(3,095)
Other		6,017		1,128		4,889
Total net interest income		13,863		11,518		2,345
Noninterest income:
Securities commissions and fees by business line ⁽¹⁾:
Fixed income services		6,620		11,198		(4,578)
Wealth management:
Retail		21,004		18,612		2,392
Clearing services		10,774		5,120		5,654
Structured finance		1,906		1,945		(39)
Other		668		950		(282)
		40,972		37,825		3,147
Investment and securities advisory fees and commissions by business line:
Public finance services		17,950		18,596		(646)
Fixed income services		946		1,825		(879)
Wealth management:
Retail		7,361		8,339		(978)
Clearing services		393		486		(93)
Structured finance		138		365		(227)
Other		60		94		(34)
		26,848		29,705		(2,857)
Other:
Structured finance		15,009		634		14,375
Fixed income services		6,848		(6,958)		13,806
Other		958		(515)		1,473
		22,815		(6,839)		29,654
Total noninterest income		90,635		60,691		29,944
Net revenue ⁽²⁾		104,498		72,209		32,289
Noninterest expense:
Variable compensation ⁽³⁾		30,821		26,625		4,196
Non-variable compensation and benefits		31,608		29,200		2,408
Segment operating costs ⁽⁴⁾		28,647		24,987		3,660
Total noninterest expense		91,076		80,812		10,264

Income (loss) before income taxes	$	13,422	$	(8,603)	$	22,025

(1)	Securities commissions and fees includes income of $9.8 million and $0.7 million during the three months ended March 31, 2023 and 2022, respectively, that is eliminated in consolidation.

(2)

Net revenue is defined as the sum of total net interest income and total noninterest income. We consider net revenue to be a key performance measure in the evaluation of the broker-dealer segment’s financial position and operating performance as we believe it is the primary revenue performance measure used by investors and analysts. Net revenue provides for some level of comparability of trends across the financial services industry as it reflects both noninterest income, including investment and securities advisory fees and commissions, as well as net interest income. Internally, we assess the broker-dealer segment’s performance on a revenue basis for comparability with our banking segment.

(3)	Variable compensation represents performance-based commissions and incentives.

(4)	Segment operating costs include provision for credit losses associated with the broker-dealer segment within other noninterest expenses.

The increase in net revenue and income before income taxes was primarily related to the combined impacts of the rising interest rate environment and a more favorable trading environment, which was evidenced by improved customer demand period-over-period within our various business lines. All the broker-dealer business lines experienced an increase in net revenues when compared to the first quarter of 2022, except the public finance business line. Specifically, the broker-dealer segment’s structured finance business line experienced an increase in net revenues due to increased production volumes and improved buy-side demand. The wealth management business line’s net revenue improvement was driven by improved customer balance revenues, despite weaker retail division transactional production. The increase in net revenues in the broker-dealer segment’s fixed income services business line during the first quarter of 2023, compared to the first quarter of 2022, was primarily due to improved trading revenues in both taxable and municipal products. The decrease in net revenues in the broker-dealer segment’s public finance business line was due to the unfavorable issuance trends both nationally and in Texas in the first quarter of 2023 compared to the first quarter of 2022.

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The broker-dealer segment is subject to interest rate risk as a consequence of maintaining inventory positions, trading in interest rate sensitive financial instruments and maintaining a matched stock loan book. Changes in interest rates are likely to have a meaningful impact on our overall financial performance. Our broker-dealer segment has historically earned a significant portion of its revenues from advisory fees upon the successful completion of client transactions, which could be adversely impacted by interest rate volatility. Rapid or significant changes in interest rates could adversely affect the broker-dealer segment’s bond trading, sales, underwriting activities and other interest spread-sensitive activities described below. The broker-dealer segment also receives administrative fees for providing money market and FDIC investment alternatives to clients, which tend to be sensitive to short-term interest rates. In addition, the profitability of the broker-dealer segment depends, to an extent, on the spread between revenues earned on customer loans and excess customer cash balances, and the interest expense paid on customer cash balances, as well as the interest revenue earned on trading securities, net of financing costs. The broker-dealer segment is also exposed to interest rate risk through its structured finance business line, which is dependent on mortgage loan production that tends to be adversely impacted by increasing interest rates and may result in valuation-related adjustments.

The broker-dealer segment experienced lower-than-forecasted operating results during 2022 given trends related to the combination of rapid or significant changes in interest rates, the sharp decline in mortgage loan origination volumes, customer sensitivity to interest rates and resulting demand for certain products. Such trends have resulted in a challenging environment associated with the broker-dealer segment’s short- and long-term financial condition and operating results. In the event future operating performance remains challenged and below our forecasted projections, there are negative changes to long-term growth rates or discount rates increase, the fair value of the broker-dealer segment reporting unit may decline and we may be required to record a goodwill impairment charge. These conditions will continue to be considered during future impairment evaluations of reporting unit goodwill.

In the broker-dealer segment, interest is earned from securities lending activities, interest charged on customer margin loan balances and interest earned on investment securities used to support sales, underwriting and other customer activities. The increase in net interest income during the three months ended March 31, 2023, compared with the same period in 2022, was primarily due to the increase in net interest income from structured finance and securities lending divisions, partially offset by the decline in net interest income within the fixed income services business line due to the increased cost to carry those inventories.

Noninterest income increased during the three months ended March 31, 2023, compared with the same period in 2022, primarily due to increases in securities commissions and fees and other noninterest income, partially offset by the decrease in investment and securities advisory fees and commissions.

Securities commissions and fees increased during the three months ended March 31, 2023, compared with the same period in 2022, primarily due to an increase in money market and FDIC sweep revenue given higher short-term interest rates, partially offset by a decrease in fixed income and retail commissions. As money market and FDIC sweep revenues are closely correlated to short-term interest rates, changes in short-term interest rates may affect these revenues.

Investment and securities advisory fees and commissions decreased during the three months ended March 31, 2023, compared with the same period in 2022, primarily due to decreases in fees earned from managed assets and municipal advisory and underwriting transactions. Public finance national issuance volume declined approximately 27% in the first quarter of 2023, compared with the same period in 2022.

The increase in other noninterest income during the three months ended March 31, 2023, compared with the same period in 2022, was primarily due to increases in trading gains earned from structured finance and fixed income trading activities. Specifically, mortgage originations increased 7% and customer demand improved when compared with the same period in 2022. Increased fixed income trading gains were driven by municipal and credit trading. Also contributing to the overall increase in noninterest income was an increase in the value of the broker-dealer segment’s deferred compensation plan’s assets of $1.0 million when compared with the same period in 2022. With the expected rise in interest rates continuing throughout 2023, we anticipate continued volatility in trading revenues.

The increase in noninterest expenses during the three months ended March 31, 2023, compared with the same period in 2022, was primarily due to the impact of changes in variable compensation on improved results. The remaining increase in noninterest expenses during the three months ended March 31, 2023, compared with the same period in 2022 was attributable to an increase in software expenses, travel expenses, quotation costs and legal fees.

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Selected information concerning the broker-dealer segment, including key performance indicators, follows (dollars in thousands).


	Three Months Ended March 31,
	2023				2022
Total compensation as a % of net revenue ⁽¹⁾		59.7	%		77.3	%
Pre-tax margin ⁽²⁾		12.8	%		(11.9)	%
FDIC insured program balances at the Bank (end of period)	$	1,601,823		$	784,462
Other FDIC insured program balances (end of period)	$	848,235		$	1,603,168
Customer funds on deposit, including short credits (end of period)	$	245,588		$	445,455

Public finance services:
Number of issues ⁽³⁾		144			231
Aggregate amount of offerings ⁽³⁾	$	9,720,046		$	7,022,280

Structured finance:
Lock production/TBA volume	$	1,187,826		$	1,109,908

Fixed income services:
Total volumes ⁽³⁾	$	47,497,874		$	62,659,853
Net inventory (end of period)	$	641,328		$	374,021

Wealth management (Retail and Clearing services groups):
Retail employee representatives (end of period) ⁽³⁾		99			100
Independent registered representatives (end of period)		188			177
Correspondents (end of period)		110			114
Correspondent receivables (end of period)	$	90,449		$	170,168
Customer margin balances (end of period)	$	271,032		$	336,247

Wealth management (Securities lending group):
Interest-earning assets - stock borrowed (end of period)	$	1,416,426		$	1,453,614
Interest-bearing liabilities - stock loaned (end of period)	$	1,303,657		$	1,314,279

(1)	Total compensation includes the sum of non-variable compensation and benefits and variable compensation. We consider total compensation as a percentage of net revenue to be a key performance measure and indicator of segment profitability.

(2)	Pre-tax margin is defined as income before income taxes divided by net revenue. We consider pre-tax margin to be a key performance measure given its use as a profitability metric representing the percentage of net revenue earned that results in a profit.

(3)	Noted balances during all prior periods include certain reclassifications to conform to current period presentation.

Mortgage Origination Segment

The following table presents certain information regarding the operating results of our mortgage origination segment (in thousands).


	Three Months Ended March 31,				Variance
	2023		2022		2023 vs 2022
Net interest income (expense)	$	(4,208)	$	(1,835)	$	(2,373)
Noninterest income		68,829		143,195		(74,366)
Noninterest expense		88,753		134,859		(46,106)
Income (loss) before income taxes	$	(24,132)	$	6,501	$	(30,633)

The mortgage lending business is subject to variables that can impact loan origination volume, including seasonal transaction volumes and interest rate fluctuations. Historically, the mortgage origination segment has experienced increased loan origination volume from purchases of homes during the spring and summer months, when more people tend to move and buy or sell homes. An increase in mortgage interest rates tends to result in decreased loan origination volume from refinancings, while a decrease in mortgage interest rates tends to result in increased loan origination volume from refinancings. While changes in mortgage interest rates have historically had a lesser impact on home purchases volume than on refinancing volume, increases in mortgage interest rates that began in 2022 have also continued to negatively impact home purchase volume into 2023. See details regarding loan origination volume in the table below.

Recent trends, as well as typical historical patterns in loan origination volume from purchases of homes or from refinancings because of movements in mortgage interest rates, may not be indicative of future loan origination volumes. During 2022 and continuing into 2023, certain events have adversely impacted origination volumes because of their effect on the economy, including inflation and rising interest rates, the Federal Reserve’s actions and communications, and geopolitical threats. More recently, risks highlighted in the U.S. banking sector during the first quarter of 2023 have added additional uncertainty to the economy. These events have also adversely impacted the willingness and ability of the mortgage origination segment’s customers to conduct mortgage transactions. Specifically, current home inventory shortages and affordability challenges, in addition to supply chain problems, are impacting customers’ abilities to

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purchase homes. The increase in interest rates that began during 2022, which has led to a sharp reduction in national refinancing volume and a reduction of willing and eligible home buyers, has resulted in competitive mortgage pricing pressure, leading to a decline in average loans sales margin since the first quarter of 2022. In addition to decreased loan volumes, this negative trend in sales margin has contributed to a decrease in combined net gains from mortgage loan sales and mortgage loan origination fees. Currently, we anticipate that lower seasonal transaction volumes and the continuation of the mortgage loan production and operating results trends experienced by the mortgage origination segment during 2022 will continue through 2023. Given these expectations, PrimeLending continues to evaluate its cost structure to address the current mortgage environment.

We believe that current initiatives are critical to improving PrimeLending’s short- and long-term financial condition and operating results. As noted under the section titled “Asset Valuation” earlier in this Item 2, the mortgage origination segment experienced operating losses during the second half of 2022 which have continued as expected into the first quarter of 2023 due to conditions discussed in detail within this discussion of segment results. In the event future operating performance remains challenged and below our forecasted projections, the fair value of the mortgage origination reporting unit may decline and we may be required to record a goodwill impairment charge. These conditions will continue to be considered during future impairment evaluations of reporting unit goodwill.

As a GNMA approved lender, the Company is subject to certain HUD reporting requirements, including timely reporting if a quarter’s operating loss exceeds more than 20% of its previous quarter or year-end net worth (“the operating loss ratio”). If this occurs, certain additional financial reporting submissions are required. During the first quarter of 2023, the operating loss ratio was 21.2%, which has been reported to HUD.

Income (loss) before income taxes decreased significantly during the three months ended March 31, 2023, compared with the same period in 2022. The decrease was primarily the result of a decrease in interest rate lock commitments (“IRLCs”) related to a decrease in mortgage loan applications and a decrease in the average value of individual IRLCs. The impact of these trends was partially offset by an increase in average loan origination fees and a decrease in noninterest expense as discussed in more detail below.

During 2022, the U.S. 10-Year Treasury Rate and mortgage interest rates increased significantly. Average interest rates during the three months ended March 31, 2023, exceeded average interest rates during the same period in 2022, and refinancing volume as a percentage of total origination volume decreased during the three months ended March 31, 2023, as compared to the same period in 2022. Although we anticipate a lower percentage of refinancing volume relative to total loan origination volume during 2023, as compared to 2022, a higher refinance percentage could be driven by a slowing of purchase volume due to the negative impact on new and existing home sales resulting from existing home inventory shortages, affordability challenges, and supply chain problems related to new home construction, and/or an increase in all-cash buyers.

The mortgage origination segment primarily originates its mortgage loans through a retail channel, with limited lending through its affiliated business arrangements (“ABAs”). For the three months ended March 31, 2023, funded volume through ABAs was approximately 13% of the mortgage origination segment’s total loan volume. As of March 31, 2023, PrimeLending owned a greater than 50% membership interest in four ABAs. During March 2023, all members of one ABA mutually agreed to dissolve the entity, effective June 2023. Considering this change, we expect total production within the ABA channel to approximate 10% of loan volume of the mortgage origination segment during the remainder of 2023.

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The following table provides further details regarding our mortgage loan originations and sales for the periods indicated below (dollars in thousands).


	Three Months Ended March 31,
	2023				2022
			% of				% of			Variance
	Amount		Total		Amount		Total			2023 vs 2022
Mortgage Loan Originations - units		5,783				12,219				(6,436)

Mortgage Loan Originations - volume:
Conventional	$	1,091,835	63.01	%	$	2,513,099	66.76	%	$	(1,421,264)
Government		434,549	25.08	%		643,314	17.09	%		(208,765)
Jumbo		63,485	3.66	%		387,842	10.30	%		(324,357)
Other		142,884	8.25	%		220,228	5.85	%		(77,344)
	$	1,732,753	100.00	%	$	3,764,483	100.00	%	$	(2,031,730)

Home purchases	$	1,607,330	92.76	%	$	2,753,031	73.13	%	$	(1,145,701)
Refinancings		125,423	7.24	%		1,011,452	26.87	%		(886,029)
	$	1,732,753	100.00	%	$	3,764,483	100.00	%	$	(2,031,730)

Texas	$	496,843	28.67	%	$	789,035	20.96	%	$	(292,192)
California		144,602	8.35	%		403,769	10.73	%		(259,167)
Florida		90,239	5.21	%		197,424	5.24	%		(107,185)
Arizona		87,470	5.05	%		189,405	5.03	%		(101,935)
South Carolina		87,283	5.04	%		162,922	4.33	%		(75,639)
New York		70,190	4.05	%		141,753	3.77	%		(71,563)
North Carolina		55,408	3.20	%		107,960	2.87	%		(52,552)
Missouri		55,114	3.18	%		120,160	3.19	%		(65,046)
Ohio		52,458	3.03	%		140,943	3.74	%		(88,485)
Maryland		44,509	2.57	%		96,332	2.56	%		(51,823)
Washington		41,084	2.37	%		92,652	2.46	%		(51,568)
All other states		507,553	29.28	%		1,322,128	35.12	%		(814,575)
	$	1,732,753	100.00	%	$	3,764,483	100.00	%	$	(2,031,730)

Mortgage Loan Sales - volume:
Third parties	$	1,595,535	96.03	%	$	3,759,906	97.19	%	$	(2,164,371)
Banking segment		65,986	3.97	%		108,690	2.81	%		(42,704)
	$	1,661,521	100.00	%	$	3,868,596	100.00	%	$	(2,207,075)

We consider the mortgage origination segment’s total loan origination volume to be a key performance measure. Loan origination volume is central to the segment’s ability to generate income by originating and selling mortgage loans, resulting in net gains from the sale of loans, mortgage loan origination fees, and other mortgage production income. Total loan origination volume is a measure utilized by management, our investors, and analysts in assessing market share and growth of the mortgage origination segment.

The mortgage origination segment’s total loan origination volume decreased 54.0% during the three months ended March 31, 2023, compared to the same period in 2022, while income before income taxes decreased 471.2% during that time. The decrease in income before income taxes during the three months ended March 31, 2023 was primarily due to a decrease in net gains from sale of mortgage loans. Mortgage loan origination fees also decreased, but at a much lesser rate than net gains from sale of mortgage loans, during the first quarter of 2023 compared with the first quarter of 2022, while average mortgage loan origination fees increased. The decrease in net gains from sale of loans was partially offset by decreases in variable compensation, and to a lesser extent, decreases in non-variable compensation and benefits expense, segment operating costs, and net interest expense.

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The information shown in the table below includes certain additional key performance indicators for the mortgage origination segment.


	Three Months Ended March 31,
	2023			2022
Net gains from mortgage loan sales (basis points):
Loans sold to third parties		193			321
Impact of loans retained by banking segment		(7)			(9)
As reported		186			312
Variable compensation as a percentage of total compensation		41.0	%		54.7	%
Mortgage servicing rights asset ($000's) (end of period) ⁽¹⁾	$	103,314		$	100,475

(1)	Reported on a consolidated basis and therefore does not include mortgage servicing rights assets related to loans serviced for the banking segment, which are eliminated in consolidation.

Net interest expense was comprised of interest income earned on loans held for sale offset by interest incurred on warehouse lines of credit primarily held with the Bank, and related intercompany financing costs. The year-over-year change in net interest expense between the three months ended March 31, 2023 and 2022 reflected the effects of decreased net yields on mortgage loans held for sale, partially offset by a decrease in the average warehouse line balance between each of the periods compared.

Noninterest income was comprised of the items set forth in the table below (in thousands).


	Three Months Ended March 31,				Variance
	2023		2022		2023 vs 2022
Net gains from sale of loans	$	30,876	$	120,825	$	(89,949)
Mortgage loan origination fees and other related income		28,777		32,062		(3,285)
Other mortgage production income:
Change in net fair value and related derivative activity:
IRLCs and loans held for sale		9,690		(20,421)		30,111
Mortgage servicing rights asset		(7,868)		2,193		(10,061)
Servicing fees		7,354		8,536		(1,182)
Total noninterest income	$	68,829	$	143,195	$	(74,366)

The decrease in net gains from sale of loans during the three months ended March 31, 2023, compared with the same period in 2022, was primarily the result of a 57.1% decrease in total loan sales volume, in addition to a decrease in average loan sales margin. Since PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market, the decrease in loan sales volume during the three months ended March 31, 2023 was consistent with the decrease in loan origination volume during the period. The decrease in average loan sales margins during the three months ended March 31, 2023 was primarily attributable to competitive pricing pressure resulting from home inventory shortages, a reduction in national refinancing volume and continued mortgage industry excess capacity.

The decrease in mortgage loan origination fees during the three months ended March 31, 2023, compared with the same period in 2022, was primarily the result of a decrease in loan origination volume, partially offset by an increase in average mortgage loan origination fees. Fluctuations in mortgage loan origination fees are not always aligned with fluctuations in loan origination volume since customers may opt to pay PrimeLending discount fees on their mortgage loans in exchange for a lower interest rate.

We consider the mortgage origination segment’s net gains from sale of loans margin, in basis points, to be a key performance measure. Net gains from sale of loans margin is defined as net gains from sale of loans divided by loan sales volume. The net gains from sale of loans is central to the segment’s generation of income and may include loans sold to third parties and loans sold to and retained by the banking segment. For origination services provided, the mortgage origination segment was reimbursed direct origination costs associated with loans retained by the banking segment, in addition to payment of a correspondent fee. The reimbursed origination costs and correspondent fee are included in the mortgage origination segment operating results, and the correspondent fees are eliminated in consolidation. Loan volumes to be originated on behalf of and retained by the banking segment are evaluated each quarter. Loans sold to and retained by the banking segment during the three months ended March 31, 2023 and 2022 were $66 million and $109 million, respectively. Loan volumes to be originated on behalf of and retained by the banking segment are expected to be impacted by, among other things, an ongoing review of the prevailing mortgage rates, balance sheet positioning at Hilltop and the banking segment’s outlook for commercial loan growth.

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Noninterest income included changes in the net fair value of the mortgage origination segment’s IRLCs and loans held for sale and the related activity associated with forward commitments used by the mortgage origination segment to mitigate interest rate risk associated with its IRLCs and mortgage loans held for sale. The decrease in fair value of IRLCs and loans held for sale during the three months ended March 31, 2023, compared with the same period in 2022, was the result of decreases in the average value of individual IRLCs and loans held for sale and the total volume of individual IRLCs and loans held for sale.

The mortgage origination segment sells substantially all mortgage loans it originates to various investors in the secondary market. In addition, the mortgage origination segment originates loans on behalf of the Bank. The mortgage origination segment’s determination of whether to retain or release servicing on mortgage loans it sells is impacted by, among other things, changes in mortgage interest rates, and refinancing and market activity. During the three months ended March 31, 2023, PrimeLending retained servicing on approximately 41% of loans sold, compared with approximately 12% of loans sold during the first quarter of 2022. A reduction in third-party mortgage servicers purchasing mortgage servicing rights may result in PrimeLending increasing the rate of retained servicing on mortgage loans sold during the remainder of 2023. The mortgage origination segment may, from time to time, manage its MSR asset through different strategies, including varying the percentage of mortgage loans sold, servicing released and opportunistically selling MSR assets. The mortgage origination segment has also retained servicing on certain loans sold to and retained by the banking segment. Gains and losses associated with such sales to the banking segment and the related MSR asset are eliminated in consolidation.

The mortgage origination segment uses derivative financial instruments, including U.S. Treasury bond futures and options, to mitigate interest rate risk associated with its MSR asset. Changes in the net fair value of the MSR asset and the related derivatives associated with normal customer payments, changes in discount rates, prepayment speed assumptions and customer payoffs resulted in net gains (losses) as noted in the table above. During the three months ended March 31, 2023, the operating results of the mortgage origination segment were negatively impacted by a decrease of $10.7 million in the net fair value of the MSR asset, of which $5.5 million was primarily driven by recent market sales trends. The remaining change in the net fair value of the MSR was primarily due to the net decrease in long-term U.S. Treasury bond rates and customer payoffs during the first quarter of 2023, partially offset by a gain of $2.8 million generated by the derivatives used to hedge the MSR and net servicing income of $3.9 million during the three months ended March 31, 2023. There were no MSR assets sold during the three months ended March 31, 2023 and 2022.

Noninterest expenses were comprised of the items set forth in the table below (in thousands).


	Three Months Ended March 31,				Variance
	2023		2022		2023 vs 2022
Variable compensation	$	25,573	$	56,243	$	(30,670)
Non-variable compensation and benefits		36,782		46,505		(9,723)
Segment operating costs		20,878		23,975		(3,097)
Lender paid closing costs		1,175		3,652		(2,477)
Servicing expense		4,345		4,484		(139)
Total noninterest expense	$	88,753	$	134,859	$	(46,106)

Total employees’ compensation and benefits accounted for the majority of noninterest expenses incurred during all periods presented. Historically, variable compensation comprises the majority of total employees’ compensation and benefits expenses, but during the three months ended March 31, 2023, non-variable compensation was greater than variable compensation. Variable compensation, which is primarily driven by loan origination volume, tends to fluctuate to a greater degree than loan origination volume, because mortgage loan originator and fulfillment staff incentive compensation plans are structured to pay at increasing rates as higher monthly volume tiers are achieved. However, certain other incentive compensation plans driven by non-mortgage production criteria may alter this trend.

While total loan origination volume decreased 54.0% during the three months ended March 31, 2023, compared to the same period in 2022, the aggregate non-variable compensation and benefits of the mortgage origination segment decreased by 20.9%. This decrease during the three months ended March 31, 2023, compared to the same period in 2022, was primarily due to a decrease in salaries associated with a reduction in underwriting and loan fulfillment, operations and corporate staff in response to the decreases in loan origination volume that started at the end of 2021, and continue through the first quarter of 2023. Severance costs, included in non-variable compensation above, incurred because of this continued initiative was $0.8 million during the three months ended March 31, 2023. These actions are expected to favorably impact annualized pre-tax expenses by approximately $7 million. PrimeLending remains

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committed to evaluating staffing levels and maintaining an appropriate cost structure to address the dynamic mortgage loan origination trends. Segment operating costs decreased slightly during the three months ended March 31, 2023, compared to the same period in 2022, primarily due to decreases in occupancy and equipment expense, professional fees, and software expense.

In exchange for a higher interest rate, customers may opt to have PrimeLending pay certain costs associated with the origination of their mortgage loans (“lender paid closing costs”). Fluctuations in lender paid closing costs are not always aligned with fluctuations in loan origination volume. Other loan pricing conditions, including the mortgage loan interest rate, loan origination fees paid by the customer, and a customer’s willingness to pay closing costs, may influence fluctuations in lender paid closing costs.

Between January 1, 2014 and March 31, 2023, the mortgage origination segment sold mortgage loans totaling $141.7 billion. These loans were sold under sales contracts that generally include provisions that hold the mortgage origination segment responsible for errors or omissions relating to its representations and warranties that loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. In addition, the sales contracts typically require the refund of purchased servicing rights plus certain investor servicing costs if a loan experiences an early payment default. While the mortgage origination segment sold loans prior to 2014, it does not anticipate experiencing significant losses in the future on loans originated prior to 2014 as a result of investor claims under these provisions of its sales contracts.

When a claim for indemnification of a loan sold is made by an agency, investor, or other party, the mortgage origination segment evaluates the claim and determines if the claim can be satisfied through additional documentation or other deliverables. If the claim is valid and cannot be satisfied in that manner, the mortgage origination segment negotiates with the claimant to reach a settlement of the claim. Settlements typically result in either the repurchase of a loan or reimbursement to the claimant for losses incurred on the loan.

Following is a summary of the mortgage origination segment’s claims resolution activity relating to loans sold between January 1, 2014 and March 31, 2023 (dollars in thousands).


	Original Loan Balance				Loss Recognized
			% of				% of
	Amount		Loans Sold		Amount		Loans Sold
Claims resolved with no payment	$	207,384	0.15	%	$	—	-	%
Claims resolved because of a loan repurchase or payment to an investor for losses incurred ⁽¹⁾		257,615	0.18	%		16,394	0.01	%
	$	464,999	0.33	%	$	16,394	0.01	%

(1)	Losses incurred include refunded purchased servicing rights.

For each loan, the mortgage origination segment concludes its obligation to a claimant is both probable and reasonably estimable, the mortgage origination segment has established a specific claims indemnification liability reserve. An additional indemnification liability 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.

At March 31, 2023 and December 31, 2022, the mortgage origination segment’s total indemnification liability reserve totaled $18.3 million and $20.5 million, respectively. The related provision for indemnification losses was $0.3 million and $0.5 million during the three months ended March 31, 2023 and 2022, respectively.

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Corporate

The following table presents certain financial information regarding the operating results of corporate (in thousands).


	Three Months Ended March 31,				Variance
	2023		2022		2023 vs 2022
Net interest income (expense)	$	(3,322)	$	(3,389)	$	67
Noninterest income		2,704		1,766		938
Noninterest expense		15,513		12,793		2,720
Loss before income taxes	$	(16,131)	$	(14,416)	$	(1,715)

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. Hilltop’s merchant banking investment activities include the identification of attractive opportunities for capital deployment in companies engaged in non-financial activities through its merchant bank subsidiary, Hilltop Opportunity Partners LLC. These merchant banking activities currently include investments within various industries, including power generation, consumer services, industrial equipment manufacturing and animal health, with an aggregate carrying value of approximately $42 million at March 31, 2023.

As a holding company, Hilltop’s primary investment objectives are to support capital deployment for organic growth and to preserve capital to be deployed through acquisitions, dividend payments and potential stock repurchases. Investment and interest income earned during the three months ended March 31, 2023 was primarily comprised of dividend income from merchant banking investment activities, in addition to interest income earned on intercompany notes.

Interest expense during each of the three months ended March 31, 2023 and 2022 included recurring quarterly interest expense of $5.0 million incurred on our $150.0 million aggregate principal amount of 5% senior notes due 2025 (“Senior Notes”), on our $50 million aggregate principal amount of subordinated notes due 2030 (“2030 Subordinated Notes”) and on our $150 million aggregate principal amount of subordinated notes due 2035 (“2035 Subordinated Notes,” the 2030 Subordinated Notes and the 2035 Subordinated Notes, collectively, the “Subordinated Notes”).

Noninterest income during each period included activity related to our investment in a real estate development in Dallas’ University Park, which also serves as headquarters for both Hilltop and the Bank, and net noninterest income associated with activity within our merchant bank subsidiary.

Noninterest expenses were primarily comprised of employees’ compensation and benefits, occupancy expenses and professional fees, including corporate governance, legal and transaction costs. During the three months ended March 31, 2023, compared with the same period in 2022, the increase in noninterest expenses was primarily due to inflationary increases associated with employees’ compensation and benefits as well as increases in professional fees.

Financial Condition

The following discussion contains a more detailed analysis of our financial condition at March 31, 2023, as compared with December 31, 2022.

Securities Portfolio

At March 31, 2023, investment securities consisted of securities of the U.S. Treasury, U.S. government and its agencies, obligations of municipalities and other political subdivisions, primarily in the State of Texas, as well as mortgage-backed, corporate debt, and equity securities. We may categorize investments as trading, available for sale, held to maturity and equity securities.

Trading securities are bought and held principally for the purpose of selling them in the near term and are carried at fair value, marked to market through operations and held at the Bank and the Hilltop Broker-Dealers. Securities classified as available for sale may, from time to time, be bought and sold in response to changes in market interest rates, changes in securities’ prepayment risk, increases in loan demand, general liquidity needs and to take advantage of market conditions that create more economically attractive returns. Such securities are carried at estimated fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Equity investments are carried at fair value, with all changes in fair value recognized in net income. Securities are classified as held to maturity based on the intent and ability of our management, at the time of purchase, to hold such securities to maturity. These securities are carried at amortized cost.

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The table below summarizes our securities portfolio (in thousands).


	March 31,		December 31,
	2023		2022
Trading securities, at fair value
U.S. Treasury securities	$	15,512	$	10,466
U.S. government agencies:
Bonds		10,002		20,878
Residential mortgage-backed securities		226,542		214,100
Collateralized mortgage obligations		133,454		182,717
Corporate debt securities		55,172		42,685
States and political subdivisions		227,876		260,271
Private-label securitized product		21,008		9,265
Other		3,342		14,650
		692,908		755,032
Securities available for sale, at fair value
U.S. Treasury securities		19,391		19,144
U.S. government agencies:
Bonds		205,906		202,257
Residential mortgage-backed securities		395,381		406,358
Commercial mortgage-backed securities		178,786		175,499
Collateralized mortgage obligations		805,426		818,894
States and political subdivisions		36,681		36,614
		1,641,571		1,658,766
Securities held to maturity, at amortized cost
U.S. government agencies:
Residential mortgage-backed securities		295,889		301,583
Commercial mortgage-backed securities		180,598		180,942
Collateralized mortgage obligations		307,778		314,705
States and political subdivisions		78,015		78,302
		862,280		875,532

Equity securities, at fair value		231		200
Total securities portfolio	$	3,196,990	$	3,289,530

We had net unrealized losses of $116.8 million and $129.8 million at March 31, 2023 and December 31, 2022, respectively, related to the available for sale investment portfolio, and net unrealized losses of $76.9 million and $90.2 million at March 31, 2023 and December 31, 2022, respectively, associated with the securities held to maturity portfolio. Equity securities included net unrealized gains of $0.2 million and $0.1 million at March 31, 2023 and December 31, 2022, respectively. In future periods, we expect changes in prevailing market interest rates, coupled with changes in the aggregate size of the investment portfolio, to be significant drivers of changes in the unrealized losses or gains in these portfolios, and therefore accumulated other comprehensive income (loss).

We transferred certain agency-issued securities from the available-for-sale to held-to-maturity portfolio on March 31, 2022 having a book value of approximately $782 million and a market value of approximately $708 million. As of the date of transfer, the related pre-tax net unrecognized losses of approximately $74 million within the accumulated other comprehensive loss balance are being amortized over the remaining term of the securities using the effective interest method. This transfer was completed after careful consideration of our intent and ability to hold these securities to maturity. Factors used in assessing the ability to hold these securities to maturity were future liquidity needs and sources of funding.

Banking Segment

The banking segment’s securities portfolio plays a role in the management of our interest rate sensitivity and generates additional interest income. In addition, the securities portfolio is used to meet collateral requirements for public and trust deposits, securities sold under agreements to repurchase and other purposes. The available for sale and equity securities portfolios serve as a source of liquidity. Historically, the Bank’s policy has been to invest primarily in securities of the U.S. government and its agencies, obligations of municipalities in the State of Texas and other high grade fixed income securities to minimize credit risk. At March 31, 2023, the banking segment’s securities portfolio of $2.5 billion was comprised of trading securities of $0.1 million, available for sale securities of $1.6 billion, held to maturity securities of

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$862.3 million and equity securities of $0.2 million, in addition to $11.7 million of other investments included in other assets within the consolidated balance sheets.

Broker-Dealer Segment

The broker-dealer segment holds securities to support sales, underwriting and other customer activities. The interest rate risk inherent in holding these securities is managed by setting and monitoring limits on the size and duration of positions and on the length of time the securities can be held. The Hilltop Broker-Dealers are required to carry their securities at fair value and record changes in the fair value of the portfolio to the statement of operations. Accordingly, the securities portfolio of the Hilltop Broker-Dealers included trading securities of $692.8 million at March 31, 2023. In addition, the Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligation may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $51.5 million at March 31, 2023.

Corporate

At March 31, 2023, the corporate portfolio included other investments, including those associated with merchant banking, of $34.0 million in other assets within the consolidated balance sheets.

Allowance for Credit Losses for Available for Sale Securities and Held to Maturity Securities

We have evaluated available for sale debt securities that are in an unrealized loss position and have determined that any declines in value are unrelated to credit loss and related to changes in market interest rates since purchase. None of the available for sale debt securities held were past due at March 31, 2023. In addition, as of March 31, 2023, we had evaluated our held to maturity debt securities, considering the current credit ratings and recognized losses, and determined the potential credit loss to be minimal. With respect to these securities, we considered the risk of credit loss to be negligible, and therefore, no allowance was recognized on the debt securities portfolio at March 31, 2023.

Loan Portfolio

Consolidated loans held for investment are detailed in the table below, classified by portfolio segment (in thousands).


	March 31,		December 31,
	2023		2022
Commercial real estate	$	3,209,879	$	3,245,873
Commercial and industrial		1,709,314		1,639,980
Construction and land development		1,084,951		980,896
1-4 family residential		1,800,313		1,767,099
Consumer		26,802		27,602
Broker-dealer		361,587		431,223
Loans held for investment, gross		8,192,846		8,092,673
Allowance for credit losses		(97,354)		(95,442)
Loans held for investment, net of allowance	$	8,095,492	$	7,997,231

Banking Segment

The loan portfolio constitutes the primary earning asset of the banking segment and typically offers the best alternative for obtaining the maximum interest spread above the banking segment’s cost of funds. The overall economic strength of the banking segment generally parallels the quality and yield of its loan portfolio.

The banking segment’s total loans held for investment, net of the allowance for credit losses, were $8.7 billion and $8.5 billion at March 31, 2023 and December 31, 2022, respectively. At March 31, 2023, the banking segment’s loan portfolio included warehouse lines of credit extended to PrimeLending and its ABAs of $2.1 billion, of which $0.9 billion was drawn. At December 31, 2022, amounts drawn on the available warehouse lines of credit was $0.9 billion. Amounts advanced against the warehouse lines of credit are eliminated from net loans held for investment on our consolidated balance sheets. The banking segment does not generally participate in syndicated loan transactions and has no foreign loans in its portfolio.

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At March 31, 2023, the banking segment had loan concentrations (loans to borrowers engaged in similar activities) that exceeded 10% of total loans in its real estate portfolio. The areas of concentration within our real estate portfolio were non-construction commercial real estate loans, non-construction residential real estate loans, and construction and land development loans, which represented 41.0%, 23.0% and 13.9%, respectively, of the banking segment’s total loans held for investment at March 31, 2023. The banking segment’s loan concentrations were within regulatory guidelines at March 31, 2023.

In addition, the Bank’s loan portfolio includes collateralized loans extended to businesses that depend on the energy industry, including those within the exploration and production, field services, pipeline construction and transportation sectors. Crude oil prices remain uncertain given future supply and demand for oil are influenced by the Russia-Ukraine conflict, return to business travel, new energy policies and government regulation, and the pace of transition towards renewable energy resources. At March 31, 2023, the Bank’s energy loan exposure was approximately $61 million of loans held for investment with unfunded commitment balances of approximately $34 million. The allowance for credit losses on the Bank’s energy portfolio was $0.2 million, or 0.3% of loans held for investment at March 31, 2023.

The following table provides information regarding the maturities of the banking segment’s gross loans held for investment, net of unearned income (in thousands).


	March 31, 2023
	Due Within		Due From One		Due from Five		Due After
	One Year		To Five Years		To Fifteen Years		Fifteen Years		Total
Commercial real estate	$	743,555	$	1,385,928	$	980,243	$	100,153	$	3,209,879
Commercial and industrial		2,123,876		340,217		169,961		—		2,634,054
Construction and land development		850,978		182,141		44,609		7,223		1,084,951
1-4 family residential		134,526		344,409		492,740		828,638		1,800,313
Consumer		13,353		13,061		372		16		26,802
Total	$	3,866,288	$	2,265,756	$	1,687,925	$	936,030	$	8,755,999

Fixed rate loans	$	1,645,322	$	1,797,742	$	1,395,543	$	936,030	$	5,774,637
Floating rate loans		2,220,966		468,014		292,382		—		2,981,362
Total	$	3,866,288	$	2,265,756	$	1,687,925	$	936,030	$	8,755,999

In the table above, commercial and industrial includes amounts advanced against the warehouse lines of credit extended to PrimeLending. Floating rate loans that have reached their applicable rate floor or ceiling are classified as fixed rate loans rather than floating rate loans. As of March 31, 2023, floating rate loans totaling $739.4 million had reached their applicable rate floor and were expected to reprice, subject to their scheduled repricing timing and frequency terms. An additional $8.3 million of floating rate loans would be adjustable if published rates increase by a sufficient amount to move past their floored levels. The majority of floating rate loans carry an interest rate tied to a SOFR rate or The Wall Street Journal Prime Rate, as published in The Wall Street Journal.

Broker-Dealer Segment

The loan portfolio of the broker-dealer segment consists primarily of margin loans to customers and correspondents that are due within one year. The interest rate on margin accounts is computed on the settled margin balance at a fixed rate established by management. These loans are collateralized by the securities purchased or by other securities owned by the clients and, because of collateral coverage ratios, are believed to present minimal collectability exposure. Additionally, these loans are subject to a number of regulatory requirements as well as the Hilltop Broker-Dealers’ internal policies. The broker-dealer segment’s total loans held for investment, net of the allowance for credit losses, were $360.6 million and $431.0 million at March 31, 2023 and December 31, 2022, respectively. This decrease from December 31, 2022 to March 31, 2023 was primarily attributable to a decrease of $66.4 million, or 42%, in receivables from correspondents, and a decrease of $3.3 million, or 1%, in customer margin accounts.

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Mortgage Origination Segment

The loan portfolio of the mortgage origination segment consists of loans held for sale, primarily single-family residential mortgages funded through PrimeLending, and IRLCs with customers pursuant to which we agree to originate a mortgage loan on a future date at an agreed-upon interest rate. The components of the mortgage origination segment’s loans held for sale and IRLCs are as follows (in thousands).


	March 31,		December 31,
	2023		2022
Loans held for sale:
Unpaid principal balance	$	869,947	$	850,277
Fair value adjustment		15,554		5,420
	$	885,501	$	855,697
IRLCs:
Unpaid principal balance	$	772,675	$	506,278
Fair value adjustment		12,481		1,767
	$	785,156	$	508,045

The mortgage origination segment uses forward commitments to mitigate interest rate risk associated with its loans held for sale and IRLCs. The notional amounts of these forward commitments at March 31, 2023 and December 31, 2022 were $1.4 billion and $1.2 billion, respectively, while the related estimated fair values were ($8.1) million and $3.3 million, respectively.

Allowance for Credit Losses on Loans

For additional information regarding the allowance for credit losses, refer to the section captioned “Critical Accounting Estimates” set forth in Part II, Item 7 of our 2022 Form 10-K.

Loans Held for Investment

The Bank has lending policies in place with the goal of establishing an asset portfolio that will provide a return on stockholders’ equity sufficient to maintain capital to assets ratios that meet or exceed established regulations. Loans are underwritten with careful consideration of the borrower’s financial condition, the specific purpose of the loan, the primary sources of repayment and any collateral pledged to secure the loan. As discussed in more detail within the section captioned “Financial Condition – Allowance for Credit Losses on Loans” set forth in Part II, Item 7 of our 2022 Form 10-K, the Bank’s underwriting procedures address financial components based on the size and complexity of the credit, while the Bank’s loan policy provides specific underwriting guidelines by portfolio segment, including commercial and industrial, real estate, construction and land development, and consumer loans.

The allowance for credit losses for loans held for investment represents management’s best estimate of all expected credit losses over the expected contractual life of our existing portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. Such future changes in the allowance for credit losses are expected to be volatile given dependence upon, among other things, the portfolio composition and quality, as well as the impact of significant drivers, including prepayment assumptions and macroeconomic conditions and forecasts.

Significant judgment is required to estimate the severity and duration of the current economic uncertainties, as well as its potential impact on borrower defaults and loss severity. In particular, macroeconomic conditions and forecasts are rapidly changing and remain highly uncertain.

One of the most significant judgments involved in estimating our allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the reasonable and supportable forecast period. To determine the allowance for credit losses as of March 31, 2023, we utilized a single macroeconomic alternative scenario, or S7, published by Moody’s Analytics in March 2023. During our previous quarterly macroeconomic assessment as of December 31, 2022, we also utilized a single macroeconomic alternative scenario, or S7, published by Moody’s Analytics in December 2022.

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The following table summarizes the U.S. Real Gross Domestic Product (“GDP”) growth rates and unemployment rate assumptions used in our economic forecast to determine our best estimate of expected credit losses.


		As of
		March 31,	December 31,	September 30,	June 30,	March 31,
		2023	2022	2022	2022	2022
GDP growth rates:
	Q1 2022					0.7%
	Q2 2022				2.6%	4.7%
	Q3 2022			1.3%	2.0%	2.4%
	Q4 2022		0.8%	0.4%	0.6%	2.6%
	Q1 2023	2.5%	0.1%	0.3%	0.9%	2.9%
	Q2 2023	0.4%	(1.4)%	(1.8)%	1.0%	3.0%
	Q3 2023	0.4%	(2.5)%	(2.2)%	(1.0)%	3.1%
	Q4 2023	(3.1)%	(2.4)%	(2.2)%	(3.0)%
	Q1 2024	(2.2)%	0.4%	0.7%
	Q2 2024	(1.1)%	1.1%
	Q3 2024	2.1%

Unemployment rates:
	Q1 2022					3.9%
	Q2 2022				3.6%	3.7%
	Q3 2022			3.7%	3.5%	3.5%
	Q4 2022		3.7%	3.9%	3.6%	3.4%
	Q1 2023	3.5%	4.0%	4.0%	3.6%	3.4%
	Q2 2023	3.7%	4.6%	4.6%	3.6%	3.3%
	Q3 2023	4.0%	5.3%	5.5%	5.0%	3.2%
	Q4 2023	4.7%	6.0%	6.2%	6.4%
	Q1 2024	5.6%	5.9%	6.0%
	Q2 2024	6.0%	5.6%
	Q3 2024	5.7%

As of March 31, 2023, our economic forecast was updated since December 31, 2022 based on recent updates to broader economic, fiscal, and monetary policy data. Real GDP growth during the fourth quarter of 2022 increased more than the prior quarter’s outlook at an annualized rate of 2.6% due to consumer spending, inventory investment, and net exports. Labor market conditions also proved resilient as the unemployment rate remained at historical lows of 3.5% at quarter end. However, the U.S. debt limit was breached in January 2023 and the U.S treasury implemented extraordinary accounting measures to manage cash flow for government obligations while staying under the statutory limit. Our updated forecast estimates those measures will be exhausted during the third quarter of 2023. The Federal Reserve also implemented the BTFP after the FDIC closed Silicon Valley Bank and Signature Bank in March 2023. Despite these recent bank failures, the Federal Reserve increased the federal funds rate target from 4.75% to 5.00% in March 2023 and the current quarter’s economic forecast assumes the federal funds rate target increases to 5.25% by September 2023. We now expect a mild U.S. recession to begin during the fourth quarter of 2023 and recovery from the third quarter of 2024 compared to the prior quarter’s U.S. recession outlook during the last three quarters of 2023.

As of December 31, 2022, our economic forecast was updated from September 30, 2022 to reflect higher interest rate

expectations and slower real GDP growth during the reasonable and supportable period. The Federal Reserve increased

the federal funds rate target twice during the quarter to 4.25% to 4.50% and the quarter’s economic forecast assumed an average federal funds rate of 5.3% by the second quarter of 2023. As interest rates increased, inflation rates have decreased from historical highs as the goods sector improves; however, we still observed supply chain disruptions especially in the services sector. Unemployment rate forecasts were updated based on then recent economic data as tight labor market conditions continued.

During the three months ended March 31, 2023, the provision for credit losses reflected a build in the allowance related to loan portfolio changes since the prior quarter, offset by an updated economic outlook with a mild U.S. recession from the fourth quarter of 2023 and recovery from the third quarter of 2024 compared to prior quarter’s U.S. recession assumption during the last three quarters of 2023. The net impact to the allowance of changes associated with individually and collectively evaluated loans during the three months ended March 31, 2023 included a provision for credit losses on individually evaluated loans of $0.7 million attributable to the broker-dealer loan portfolio and a provision for credit losses on collectively evaluated loans at the Bank of $1.5 million due to recent updates in internal

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risk ratings, growth in funded loan balances and renewals during the quarter. The changes in the allowance during the three months ended March 31, 2023 were also impacted by net charge-offs of $0.4 million.

During 2022, and continuing into 2023, the impact of changes in the U.S. economic outlook and resulting impact on collectively evaluated loans has resulted in a net build in the allowance at March 31, 2023, compared to both December 31, 2022 and December 31, 2021. The resulting allowance for credit losses as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and banking segment mortgage warehouse lending programs, was 1.27% as of both March 31, 2023 and December 31, 2022.

The respective distribution of the allowance for credit losses as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and banking segment mortgage warehouse lending programs, are presented in the following table (dollars in thousands).


					Allowance For
					Credit Losses
			Total		as a % of
	Total		Allowance		Total Loans
	Loans Held		for Credit		Held For
March 31, 2023	For Investment		Losses		Investment
Commercial real estate ⁽¹⁾	$	3,209,879	$	61,521	1.92	%
Commercial and industrial ⁽²⁾		1,474,970		16,497	1.12	%
Construction and land development ⁽³⁾		1,084,951		5,999	0.55	%
Total commercial loans		5,769,800		84,017	1.46	%

1-4 family residential		1,800,313		11,691	0.65	%
Consumer		26,802		563	2.10	%
Total retail loans		1,827,115		12,254	0.67	%

Total commercial and retail loans		7,596,915		96,271	1.27	%

Broker-dealer		361,587		965	0.27	%
Mortgage warehouse lending		234,344		118	0.05	%
Total loans held for investment	$	8,192,846	$	97,354	1.19	%

(1)

Included within commercial real estate portfolio are loans within the office and retail portfolio industry subsectors. At March 31, 2023, the office and retail loans held for investment balances of approximately $834 million and $367 million, respectively, had an allowance for credit losses of approximately $27 million and $6 million, respectively, and an allowance for credit losses as a % of total loans held for investment of 3.23% and 1.69%, respectively.

(2)

Commercial and industrial portfolio amounts reflect balances excluding banking segment mortgage warehouse lending.

(3)

Included within construction and land development portfolio are loans within the office and retail portfolio industry subsectors. At March 31, 2023, the office and retail loans held for investment balances of approximately $37 million and $46 million, respectively, had an allowance for credit losses of approximately $300 thousand and $400 thousand, respectively, and an allowance for credit losses as a % of total loans held for investment of 0.93% and 0.94%, respectively.

Allowance Model Sensitivity

Our allowance model was designed to capture the historical relationship between economic and portfolio changes. As such, evaluating shifts in individual portfolio attributes or macroeconomic variables in isolation may not be indicative of past or future performance. It is difficult to estimate how potential changes in any one factor or input might affect the overall allowance for credit losses because we consider a wide variety of factors and inputs in the allowance for credit losses estimate. Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all geographies or product types, and changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others.

However, to consider the sensitivity of credit loss estimates to alternative macroeconomic forecasts, we compared the Company’s allowance for credit loss estimates as of March 31, 2023, excluding margin loans in the broker-dealer segment, and the banking segment mortgage warehouse programs, with modeled results using both upside (“S1”) and downside (“S3”) economic scenario forecasts published by Moody’s Analytics.

Compared to our economic forecast, the upside scenario assumes the economic impacts from military conflicts between Russia and Ukraine and global supply chain concerns recede faster than expected. Real GDP is expected to grow 3.7% in the second quarter of 2023, 3.6% in the third quarter of 2023, 3.6% in the fourth quarter of 2023, and 3.3% in the first quarter of 2024. Average unemployment rates are expected to decline to 3.0% by the third quarter of 2023 and increase to 3.5% by the first quarter of 2025 before reverting to historical data. Inflation is expected to trend back toward the Federal Reserve’s target sooner than expected and we expect the federal funds rate to be raised to 5.2% during 2023.

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Compared to our economic forecast, the downside scenario assumes the Federal Reserve’s efforts to resolve recent bank failures are not successful at restoring consumer and business confidence, causing banks to tighten lending standards while the Fed keeps the federal funds rate elevated due to inflation concerns. The military conflict between Russia and Ukraine persists longer than anticipated and global supply chain issues worsen causing weaker manufacturing, increased good shortages, and the economy to fall back into recession. Real GDP is expected to decrease 3.1% in the second quarter of 2023, 3.0% in the third quarter of 2023, and 2.9% in the fourth quarter of 2023. Average unemployment rates are expected to increase to 7.8% by the second quarter of 2024, but improve to 6.8% by year-end 2024 and revert back to historical average rates over time. The Federal Reserve increases the federal funds rate to 5.0% by the third quarter of 2023 to slow inflation, but then reduces it to a 1.1% target by the second quarter of 2025 where it is maintained until year end 2025 to support the economy. Disagreements in Congress prevent any additional fiscal measures to stem the recession.

The impact of applying all of the assumptions of the upside economic scenario during the reasonable and supportable forecast period would have resulted in a decrease in the allowance for credit losses of approximately $29 million or a weighted average expected loss rate of 0.8% as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and the banking segment mortgage warehouse lending programs.

The impact of applying all of the assumptions of the downside economic scenario during the reasonable and supportable forecast period would have resulted in an increase in the allowance for credit losses of approximately $38 million or a weighted average expected loss rate of 1.7% as a percentage of our total loan portfolio, excluding margin loans in the broker-dealer segment and the banking segment mortgage warehouse lending programs.

This analysis relates only to the modeled credit loss estimates and is not intended to estimate changes in the overall allowance for credit losses as they do not reflect any potential changes in the adjustment to the quantitative calculation, which would also be influenced by the judgment management applies to the modeled lifetime loss estimates to reflect the uncertainty and imprecision of these modeled lifetime loss estimates based on then-current circumstances and conditions.

Our allowance for credit losses reflects our best estimate of current expected credit losses, which is highly dependent on several assumptions, including the macroeconomic outlook, inflationary pressures and labor market conditions, the Russia-Ukraine conflict and its impact on supply chains, and uncertain impacts from recent bank failures. Future allowance for credit losses may vary considerably for these reasons.

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Allowance Activity

The following table presents the activity in our allowance for credit losses within our loan portfolio for the periods presented (in thousands). Substantially all of the activity shown below occurred within the banking segment.


	Three Months Ended March 31,
Loans Held for Investment	2023			2022
Balance, beginning of period	$	95,442		$	91,352
Provision for credit losses		2,331			115
Recoveries of loans previously charged off:
Commercial real estate		11			32
Commercial and industrial		692			907
Construction and land development		—			—
1-4 family residential		17			13
Consumer		39			103
Broker-dealer		—			—
Total recoveries		759			1,055
Loans charged off:
Commercial real estate		977			—
Commercial and industrial		59			1,209
Construction and land development		—			—
1-4 family residential		73			15
Consumer		69			113
Broker-dealer		—			—
Total charge-offs		1,178			1,337
Net charge-offs		(419)			(282)
Balance, end of period	$	97,354		$	91,185

Average total loans for the period	$	7,894,668		$	7,839,047
Total loans held for investment (end of period)	$	8,192,846		$	7,797,903
Ratios:
Net charge-offs to average total loans held for investment⁽¹⁾		(0.02)	%		(0.01)	%
Non-accrual loans to total loans held for investment (end of period)		1.13	%		2.13	%
Allowance for credit losses on loans held for investment to:
Total loans held for investment (end of period)		1.19	%		1.17	%
Non-accrual loans held for investment (end of period)		421.48	%		219.63	%

(1)	Net charge-offs to average total loans held for investment ratio presented on a consolidated basis for all periods given relative immateriality of resulting measure by loan portfolio segment.

Total non-accrual loans decreased by $2.1 million from December 31, 2022 to March 31, 2023. This change in non-accrual loans was impacted by loans secured by residential real estate within our mortgage origination segment, which were classified as loans held for sale, of $4.3 million and $4.8 million at March 31, 2023 and December 31, 2022, respectively.

In addition to changes in non-accrual loans classified as loans held for sale, the decrease in non-accrual loans during 2023 was primarily due to a decrease in commercial real estate owner occupied loans from a foreclosure of an office property in Texas, partially offset by an addition of one commercial and industrial loan classified as non-accrual.

As previously discussed in detail within this section, the allowance for credit losses has fluctuated from period to period, which impacted the resulting ratios noted in the table above. The distribution of the allowance for credit losses among loan types and the percentage of the loans for that type to gross loans, excluding unearned income, within our loan portfolio are presented in the table below (dollars in thousands).


	March 31, 2023				December 31, 2022
			% of				% of
			Gross				Gross
Allocation of the Allowance for Credit Losses	Reserve		Loans		Reserve		Loans
Commercial real estate	$	61,521	39.18	%	$	63,255	40.11	%
Commercial and industrial		16,615	20.87	%		16,035	20.26	%
Construction and land development		5,999	13.24	%		6,051	12.12	%
1-4 family residential		11,691	21.97	%		9,313	21.84	%
Consumer		563	0.33	%		554	0.34	%
Broker-dealer		965	4.41	%		234	5.33	%
Total	$	97,354	100.00	%	$	95,442	100.00	%

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The following table summarizes historical levels of the allowance for credit losses on loans held for investment, distributed by portfolio segment (in thousands).


	March 31,		December 31,		September 30,		June 30,		March 31,
	2023		2022		2022		2022		2022
Commercial real estate	$	61,521	$	63,255	$	63,200	$	63,719	$	60,361
Commercial and industrial		16,615		16,035		16,108		19,836		20,130
Construction and land development		5,999		6,051		4,768		4,996		5,515
1-4 family residential		11,691		9,313		6,612		5,554		4,340
Consumer		563		554		574		542		499
Broker-dealer		965		234		521		651		340
	$	97,354	$	95,442	$	91,783	$	95,298	$	91,185

Unfunded Loan Commitments

In order to estimate the allowance for credit losses on unfunded loan commitments, the Bank uses a process similar to that used in estimating the allowance for credit losses on the funded portion. The allowance is based on the estimated exposure at default, multiplied by the lifetime probability of default grade and loss given default grade for that particular loan segment. The Bank estimates expected losses by calculating a commitment usage factor based on industry usage factors. The commitment usage factor is applied over the relevant contractual period. Loss factors from the underlying loans to which commitments are related are applied to the results of the usage calculation to estimate any liability for credit losses related for each loan type. Letters of credit are not currently reserved because they are issued primarily as credit enhancements and the likelihood of funding is low.

Changes in the allowance for credit losses for loans with off-balance sheet credit exposures are shown below (in thousands).


	Three Months Ended March 31,
	2023		2022
Balance, beginning of period	$	7,784	$	5,880
Other noninterest expense		(979)		607
Balance, end of period	$	6,805	$	6,487

During the three months ended March 31, 2022, the increase in the reserve for unfunded commitments was primarily due to an increase in available commitment balances. During the three months ended March 31, 2023, the decrease in the reserve for unfunded commitments was primarily due to decreases in both available commitment balances and expected loss rates.

Potential Problem Loans

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties. Management monitors these loans and reviews their performance on a regular basis. Potential problem loans contain potential weaknesses that could improve, persist or further deteriorate. If such potential weaknesses persist without improving, the loan is subject to downgrade, typically to substandard, in three to six months. Potential problem loans are assigned a grade of special mention within our risk grading matrix. Potential problem loans do not include purchased credit deteriorated (“PCD”) loans because PCD loans exhibited evidence of more than insignificant credit deterioration at acquisition that made it probable that all contractually required principal payments would not be collected. Within our loan portfolio, we had one credit relationship totaling $1.8 million of potential problem loans at March 31, 2023, compared with four credit relationships totaling $4.0 million of potential problem loans at December 31, 2022.

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Non-Performing Assets

The following table presents components of our non-performing assets (dollars in thousands).


	March 31,			December 31,
	2023			2022			Variance
Loans accounted for on a non-accrual basis:
Commercial real estate	$	1,973		$	4,269		$	(2,296)
Commercial and industrial		10,807			9,095			1,712
Construction and land development		199			198			1
1-4 family residential		14,387			15,941			(1,554)
Consumer		12			14			(2)
Broker-dealer		—			—			—
	$	27,378		$	29,517		$	(2,139)
Troubled debt restructurings included in accruing loans held for investment ⁽¹⁾		—			803			(803)
Non-performing loans ⁽¹⁾	$	27,378		$	30,320		$	(2,942)

Non-performing loans as a percentage of total loans ⁽¹⁾		0.30	%		0.33	%		(0.03)	%

Other real estate owned	$	3,202		$	2,325		$	877

Other repossessed assets	$	—		$	—		$	—

Non-performing assets ⁽¹⁾	$	30,580		$	32,645		$	(2,065)

Non-performing assets as a percentage of total assets ⁽¹⁾		0.18	%		0.20	%		(0.02)	%

Loans past due 90 days or more and still accruing	$	114,523		$	92,099		$	22,424

(1)	Effective January 1, 2023, we adopted Accounting Standards Update (“ASU”) 2022-02 which eliminated the recognition and measurement guidance on troubled debt restructurings for creditors. Therefore, we no longer present troubled debt restructurings as a component of non-performing loans and assets.

At March 31, 2023, non-accrual loans included 31 commercial and industrial relationships with loans secured by accounts receivable, recreational vehicles, and equipment. Non-accrual loans at March 31, 2023 also included $4.3 million of loans secured by residential real estate which were classified as loans held for sale. At December 31, 2022, non-accrual loans included 40 commercial and industrial relationships with loans secured by accounts receivable, automobiles, equipment and notes receivable. Non-accrual loans at December 31, 2022 also included $4.8 million of loans secured by residential real estate which were classified as loans held for sale.

OREO increased from December 31, 2022 to March 31, 2023, primarily due to disposals and valuation adjustments totaling $1.5 million, partially offset by additions totaling $2.3 million. At both March 31, 2023 and December 31, 2022, OREO was primarily comprised of commercial properties.

Loans past due 90 days or more and still accruing at March 31, 2023 and December 31, 2022, were primarily comprised of loans held for sale and guaranteed by U.S. government agencies, including GNMA related loans subject to repurchase within our mortgage origination segment. As of March 31, 2023, $104.7 million of loans subject to repurchase were under a forbearance agreement resulting from the recent pandemic. As of March 31, 2023, $64.6 million of loans subject to repurchase under a forbearance agreement had delinquencies on or after April 2020.

Deposits

The banking segment’s major source of funds and liquidity is its deposit base. Deposits provide funding for its investments in loans and securities. Interest paid for deposits must be managed carefully to control the level of interest expense and overall net interest margin. The composition of the deposit base (time deposits versus interest-bearing demand deposits and savings), as discussed in more detail within the section titled “Liquidity and Capital Resources — Banking Segment” below, is constantly changing due to the banking segment’s needs and market conditions. Currently, the banking segment is facing intense competition for its deposit base as customers seek higher yields on deposits.

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The table below presents the average balance of, and rate paid on, consolidated deposits (dollars in thousands).


	Three Months Ended March 31,
	2023				2022
	Average		Average		Average		Average
	Balance		Rate Paid		Balance		Rate Paid
Noninterest-bearing demand deposits	$	3,789,757	0.00	%	$	4,507,661	0.00	%
Interest-bearing demand deposits		6,049,484	2.07	%		6,894,289	0.18	%
Savings deposits		305,873	0.82	%		348,018	0.05	%
Time deposits		884,199	1.99	%		959,517	0.47	%
	$	11,029,313	1.32	%	$	12,709,485	0.13	%

At March 31, 2023, total estimated uninsured deposits were $4.6 billion, or approximately 42% of total deposits, while estimated uninsured deposits, excluding collateralized deposits of $0.4 billion, were $4.2 billion, or approximately 38% of total deposits. Total estimated uninsured deposits were $4.1 billion, or approximately 36%, of total deposits as of December 31, 2022.

The following table presents the scheduled maturities of the portion of our time deposits that are in excess of the FDIC insurance limit of $250,000 as of March 31, 2023 (in thousands).


Months to maturity:
3 months or less	$	33,783
3 months to 6 months		57,125
6 months to 12 months		200,384
Over 12 months		117,154
	$	408,446

Borrowings

Our consolidated borrowings are shown in the table below (dollars in thousands).


	March 31, 2023				December 31, 2022
			Average				Average
	Balance		Rate Paid		Balance		Rate Paid		Variance
Short-term borrowings	$	1,572,794	4.48	%	$	970,056	2.27	%	$	602,738
Notes payable		376,410	4.30	%		346,654	4.33	%		29,756
	$	1,949,204	4.44	%	$	1,316,710	2.86	%	$	632,494

Short-term borrowings consisted of federal funds purchased, securities sold under agreements to repurchase, borrowings at the FHLB, short-term bank loans and commercial paper. The increase in short-term borrowings at March 31, 2023, compared with December 31, 2022, primarily reflected increases in FHLB borrowings and federal funds purchased by the banking segment and securities sold under agreements to repurchase and short-term bank loans by the broker-dealer segment. Notes payable at March 31, 2023 was comprised of $149.3 million related to the Senior Notes, net of loan origination fees, Subordinated Notes, net of origination fees, of $197.4 million and mortgage origination segment borrowings of $29.6 million.

Liquidity and Capital Resources

Hilltop is a financial holding company whose assets primarily consist of the stock of its subsidiaries and invested assets. Hilltop’s primary investment objectives, as a holding company, are to support capital deployment for organic growth and to preserve capital to be deployed through acquisitions, dividend payments and stock repurchases. At March 31, 2023, Hilltop had $179.9 million in cash and cash equivalents, an increase of $7.4 million from $172.5 million at December 31, 2022. This increase in cash and cash equivalents was primarily due to the receipt of $27.8 million of dividends from subsidiaries, partially offset by cash outflows of $10.4 million in cash dividends declared, $4.5 million in stock repurchases and other general corporate expenses. Subject to regulatory restrictions, Hilltop has received, and may also continue to receive, dividends from its subsidiaries. If necessary or appropriate, we may also finance acquisitions with the proceeds from equity or debt issuances. We believe that Hilltop’s liquidity is sufficient for the foreseeable future, with current short-term liquidity needs including operating expenses, interest on debt obligations, dividend payments to stockholders and potential stock repurchases.

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Economic Environment

As previously discussed, operational and financial headwinds during 2022 have had, and are expected to continue to have, an adverse impact on our operating results during 2023. The impacts of noted headwinds in 2023 are highly uncertain and will depend on several developments outside of our control, including, among others, timing and significance of changes in U.S. treasury yields and mortgage interest rates, exposure to increasing funding costs, inflationary pressures associated with compensation, occupancy and software costs and labor market conditions, the Russian-Ukraine conflict and its impact on supply chains. In addition, during March 2023, the banking sector experienced increased uncertainty and concerns associated with its liquidity positions primarily due to recent bank failures as depositors sought to reduce risks associated with uninsured deposits and withdraw such deposits from existing bank relationships. As demonstrated during the extreme volatility and disruptions in the capital and credit markets beginning in March 2020 resulting from the recent pandemic crisis and its negative impact on the economy, we will continue to monitor the economic environment and evaluate appropriate actions to enhance our financial flexibility, protect capital, minimize losses and ensure target liquidity levels.

Dividend Declaration

Future dividends on our common stock are subject to the determination by the board of directors based on an evaluation of our earnings and financial condition, liquidity and capital resources, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to our common stock and other factors.

Stock Repurchases

In January 2023, our board of directors authorized a new stock repurchase program through January 2024, pursuant to which we are authorized to repurchase, in the aggregate, up to $75.0 million of our outstanding common stock, inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the three months ended March 31, 2023, Hilltop paid $4.5 million to repurchase an aggregate of 144,403 shares of our common stock at an average price of $31.15 per share pursuant to the stock repurchase program.

Senior Notes due 2025

The Senior Notes bear interest at a rate of 5% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year, commencing on October 15, 2015. The Senior Notes will mature on April 15, 2025, unless we redeem the Senior Notes, in whole at any time or in part from time to time, on or after January 15, 2025 (three months prior to the maturity date of the Senior Notes) at our election at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. At March 31, 2023, $150.0 million of our Senior Notes was outstanding.

Subordinated Notes due 2030 and 2035

On May 7, 2020, we completed a public offering of $50 million aggregate principal amount of 2030 Subordinated Notes and $150 million aggregate principal amount of 2035 Subordinated Notes. The price to the public for the Subordinated Notes was 100% of the principal amount of the Subordinated Notes. The net proceeds from the offering, after deducting underwriting discounts and fees and expenses of $3.4 million, were $196.6 million.

The 2030 Subordinated Notes and the 2035 Subordinated Notes will mature on May 15, 2030 and May 15, 2035, respectively. We may redeem the Subordinated Notes, in whole or in part, from time to time, subject to obtaining Federal Reserve approval, beginning with the interest payment date of May 15, 2025 for the 2030 Subordinated Notes and beginning with the interest payment date of May 15, 2030 for the 2035 Subordinated Notes at a redemption price equal to 100% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest to but excluding the date of redemption.

The 2030 Subordinated Notes bear interest at a rate of 5.75% per year, payable semi-annually in arrears commencing on November 15, 2020. The interest rate for the 2030 Subordinated Notes will reset quarterly beginning May 15, 2025 to an interest rate, per year, equal to the then-current benchmark rate, which is expected to be three-month term SOFR rate,

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plus 5.68%, payable quarterly in arrears. The 2035 Subordinated Notes bear interest at a rate of 6.125% per year, payable semi-annually in arrears commencing on November 15, 2020. The interest rate for the 2035 Subordinated Notes will reset quarterly beginning May 15, 2030 to an interest rate, per year, equal to the then-current benchmark rate, which is expected to be three-month term SOFR rate plus 5.80%, payable quarterly in arrears. At March 31, 2023, $200.0 million of our Subordinated Notes was outstanding.

Regulatory Capital

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy and regulatory requirements, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III requires banking organizations to maintain a capital conservation buffer above minimum risk-based capital requirements measured relative to risk-weighted assets.

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 ratio in effect at March 31, 2023 (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. Actual capital amounts and ratios as of March 31, 2023 reflect PlainsCapital’s and Hilltop’s decision to elect the transition option as issued by the federal banking regulatory agencies in March 2020 that permits banking institutions to mitigate the estimated cumulative regulatory capital effects from CECL over a five-year transitionary period.


					Minimum
					Capital
					Requirements
					Including
					Conservation		To Be Well
	March 31, 2023				Buffer		Capitalized
	Amount		Ratio		Ratio		Ratio
Tier 1 capital (to average assets):
PlainsCapital	$	1,418,348	10.69	%	4.0	%	5.0	%
Hilltop		1,910,810	11.82	%	4.0	%	N/A
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,418,348	14.97	%	7.0	%	6.5	%
Hilltop		1,910,810	17.99	%	7.0	%	N/A
Tier 1 capital (to risk-weighted assets):
PlainsCapital		1,418,348	14.97	%	8.5	%	8.0	%
Hilltop		1,910,810	17.99	%	8.5	%	N/A
Total capital (to risk-weighted assets):
PlainsCapital		1,511,156	15.94	%	10.5	%	10.0	%
Hilltop		2,204,120	20.75	%	10.5	%	N/A

We discuss regulatory capital requirements in more detail in Note 16 to our consolidated financial statements, as well as under the caption “Government Supervision and Regulation — Corporate — Capital Adequacy Requirements and BASEL III” set forth in Part I, Item 1, of our 2022 Form 10-K.

Banking Segment

Within our banking segment, our primary uses of cash are for customer withdrawals and extensions of credit as well as our borrowing costs and other operating expenses. Our corporate treasury group is responsible for continuously monitoring our liquidity position to ensure that our assets and liabilities are managed in a manner that will meet our short-term and long-term cash requirements. Our goal is to manage our liquidity position in a manner such that we can meet our customers’ short-term and long-term deposit withdrawals and anticipated and unanticipated increases in loan demand without penalizing earnings. Funds invested in short-term marketable instruments, the continuous maturing of

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other interest-earning assets, cash flows from self-liquidating investments such as mortgage-backed securities and collateralized mortgage obligations, the possible sale of available for sale securities and the ability to securitize certain types of loans provide sources of liquidity from an asset perspective. The liability base provides sources of liquidity through deposits and the maturity structure of short-term borrowed funds. For short-term liquidity needs, we utilize federal fund lines of credit with correspondent banks, securities sold under agreements to repurchase, borrowings from the Federal Reserve and borrowings under lines of credit with other financial institutions. For intermediate liquidity needs, we utilize advances from the FHLB. To supply liquidity over the longer term, we have access to brokered time deposits, term loans at the FHLB and borrowings under lines of credit with other financial institutions.

The above sources of liquidity allow the banking segment to meet increased liquidity demands without adversely affecting daily operations. The Bank’s borrowing capacity through access to secured funding sources is summarized in the following table (in millions). Available liquidity does not include borrowing capacity available through the discount window at the Federal Reserve.


	March 31,		December 31,
	2023		2022
FHLB capacity	$	3,714	$	4,139
Investment portfolio (available)		1,637		1,606
Fed deposits (excess daily requirements)		1,601		1,332
	$	6,952	$	7,077

As previously discussed, during March 2023, the banking sector experienced increased uncertainty and concerns associated with its liquidity positions primarily due to recent bank failures as depositors sought to reduce risks associated with uninsured deposits and withdraw such deposits from existing bank relationships. These failures underscore the importance of maintaining access to diverse sources of funding. In light of these events, we have continued our efforts to monitor deposit flows and balance sheet trends to ensure that our liquidity needs are maintained. During the first quarter of 2023, we increased interest-bearing deposit rates to address rising market interest rates and intense competition for liquidity to combat deposit outflows. In addition, during March 2023, the Bank accessed and included additional core deposits on its balance sheet of approximately $650 million from our Hilltop Securities FDIC-insured sweep program. The Bank also utilized $450.0 million of its FHLB borrowing capacity noted above through the use of short-term borrowings.

Within our banking segment, deposit flows are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. An economic recovery and improved commercial real estate investment outlook may result in an outflow of deposits at an accelerated pace as customers utilize such available funds for expanded operations and investment opportunities. The Bank regularly evaluates its deposit products and pricing structures relative to the market to maintain competitiveness over time. Currently, the Bank is facing significant competition from bank and non-bank competitors for its deposit base and expects that its interest expense on certain deposits will continue to increase during 2023 as customers seek higher yields on deposits.

The Bank’s 15 largest depositors, excluding Hilltop and Hilltop Securities, collectively accounted for 7.68% of the Bank’s total deposits, and the Bank’s five largest depositors, excluding Hilltop and Hilltop Securities, collectively accounted for 3.59% of the Bank’s total deposits at March 31, 2023. The loss of one or more of our largest Bank customers, or a significant decline in our deposit balances due to ordinary course fluctuations related to these customers’ businesses, could adversely affect our liquidity and might require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short-term basis to replace such deposits.

Broker-Dealer Segment

The Hilltop Broker-Dealers rely on their equity capital, short-term bank borrowings, interest-bearing and noninterest-bearing client credit balances, correspondent deposits, securities lending arrangements, repurchase agreement financing, commercial paper issuances and other payables to finance their assets and operations, subject to their respective compliance with broker-dealer net capital and customer protection rules. At March 31, 2023, Hilltop Securities had credit arrangements with three unaffiliated banks, with maximum aggregate commitments of up to $425.0 million. These credit arrangements are used to finance securities owned, securities held for correspondent accounts, receivables in

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customer margin accounts and underwriting activities. These credit arrangements are provided on an “as offered” basis and are not committed lines of credit. In addition, Hilltop Securities has committed revolving credit facilities with two unaffiliated banks, with aggregate availability of up to $200.0 million. At March 31, 2023, Hilltop Securities had $84.0 million in borrowings under its credit arrangements and had no borrowings under its credit facilities.

Hilltop Securities uses the net proceeds (after deducting related issuance expenses) from the sale of two commercial paper programs for general corporate purposes, including working capital and the funding of a portion of its securities inventories. The commercial paper notes (“CP Notes”) may be issued with maturities of 14 days to 270 days from the date of issuance. The CP Notes are issued under two separate programs, Series 2019-1 CP Notes and Series 2019-2 CP Notes, in maximum aggregate amounts of $300 million and $200 million, respectively. As of March 31, 2023, the weighted average maturity of the CP Notes was 137 days at a rate of 5.57% with a weighted average remaining life of 73 days. At March 31, 2023, the aggregate amount outstanding under these secured arrangements was $227.2 million, which was collateralized by securities held for Hilltop Securities accounts valued at $249.1 million.

Mortgage Origination Segment

PrimeLending funds the mortgage loans it originates through a warehouse line of credit maintained with the Bank, which had a total commitment of $2.0 billion, of which $914 million was drawn at March 31, 2023. PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market, historically with the majority with servicing released. As these mortgage loans are sold in the secondary market, PrimeLending pays down its warehouse line of credit with the Bank. In addition, PrimeLending has an available line of credit with an unaffiliated bank of up to $1.0 million, of which no borrowings were drawn at March 31, 2023.

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC (“Ventures Management”) which holds a controlling ownership interest in and is the managing member of certain ABAs. At March 31, 2023, these ABAs had combined available lines of credit totaling $105.0 million, $30.0 million of which was with a single unaffiliated bank, and the remaining $75.0 million of which was with the Bank. At March 31, 2023, Ventures Management had outstanding borrowings of $46.3 million, $16.6 million of which was with the Bank.

Other Material Contractual Obligations, Off-Balance Sheet Arrangements, Commitments and Guarantees

Since December 31, 2022, there have been no material changes in other material contractual obligations disclosed within the section captioned “Other Material Contractual Obligations, Off-Balance Sheet Arrangements, Commitments and Guarantees” set forth in Part II, Item 7 of our 2022 Form 10-K.

Additionally, in the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.

Banking Segment

We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards until the time of loan funding. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. We assess the credit risk associated with certain commitments to extend credit and have recorded a liability related to such credit risk in our consolidated financial statements.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third-party. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

In the aggregate, the Bank had outstanding unused commitments to extend credit of $2.4 billion at March 31, 2023 and outstanding financial and performance standby letters of credit of $72.0 million at March 31, 2023.

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Broker-Dealer Segment

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 account of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

Impact of Inflation and Changing Prices

Our consolidated financial statements included herein have been prepared in accordance with GAAP, which presently require us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating costs. Historically, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. However, inflation rose sharply at the end of 2021 and have continued to rise into 2023 at levels not seen for over 40 years. Inflationary pressures are currently expected to remain elevated throughout 2023. Furthermore, a prolonged period of inflation could cause our costs, including compensation, occupancy and software costs, to increase, which could adversely affect our results of operations and financial condition.

While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the U.S. government, its agencies and various other governmental regulatory authorities.

Critical Accounting Estimates

We have identified certain accounting estimates which involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our accounting policies are more fully described in Note 1 to the consolidated financial statements. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. The critical accounting estimates, as summarized below, which we believe to be the most critical in preparing our consolidated financial statements relate to allowance for credit losses, mortgage servicing rights asset, goodwill and identifiable intangible assets, mortgage loan indemnification liability and acquisition accounting. Since December 31, 2022, there have been no changes in critical accounting estimates as further described under “Critical Accounting Estimates” in our 2022 Form 10-K.

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PART II

Item 6. Exhibits.


Exhibit Number		Description of Exhibit

31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH^		Inline XBRL Taxonomy Extension Schema

101.CAL^		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF^		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB^		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE^		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive File

*	Filed herewith.

** Previously furnished with our Quarterly Report on Form 10-Q originally filed on April 24, 2023.

^	Previously filed with our Quarterly Report on Form 10-Q originally filed on April 24, 2023.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HILLTOP HOLDINGS INC.

Date: April 25, 2023	By:	/s/ William B. Furr
		William B. Furr
		Chief Financial Officer (Principal Financial Officer and duly authorized officer)