Market Overview

Hilltop Holdings Inc. Announces Financial Results for Third Quarter 2017

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Hilltop Holdings Inc. (NYSE:HTH) ("Hilltop") today announced financial
results for the third quarter of 2017. Hilltop produced income of $30.2
million, or $0.31 per diluted share, for the third quarter of 2017,
compared to $51.9 million, or $0.53 per diluted share, for the third
quarter of 2016. Hilltop's annualized return on average assets and
return on average equity for the third quarter of 2017 were 0.90% and
6.32%, respectively, compared to 1.69% and 11.41%, respectively, for the
third quarter of 2016. During August and September 2017, Hurricanes
Harvey and Irma affected both Hilltop and its customers. The estimated
pre-tax earnings impact from these hurricanes on our third quarter
operating results was $9.8 million.

Hilltop also announced that its Board of Directors declared a quarterly
cash dividend of $0.06 per common share, payable on November 30, 2017,
to all common stockholders of record as of the close of business on
November 15, 2017. Additionally, pursuant to the stock repurchase
program reauthorized by the Hilltop Board of Directors in January 2017,
Hilltop paid $11.4 million to repurchase 452,225 shares at an average
price of $25.14 per share during the third quarter of 2017. These shares
were returned to the pool of authorized but unissued shares of common
stock.

Jeremy Ford, Co-CEO of Hilltop, said, "Hilltop's results in the third
quarter of 2017 further support our diversified operating model and
reinforce our strong risk management fundamentals. While the storm
activity within the quarter impacted all of our businesses, we mitigated
a significant portion of the risk through diversification and
reinsurance. Additionally, during the third quarter of 2017 we returned
$17.2 million of capital to our shareholders through dividends and share
repurchases."

Alan White, Co-CEO of Hilltop, added, "Our team continues to deliver for
our company, our shareholders and the communities we serve. With the
exclusion of the insurance business, which was most significantly
impacted by the hurricanes, all of our businesses generated solid
profits as we continue to grow commercial loans and core deposits,
improve margins in the securities business and produce solid mortgage
results in a purchase-focused market."

Third Quarter 2017 Highlights for Hilltop:

  • Hilltop's total assets were $13.5 billion at September 30, 2017,
    compared to $13.3 billion at June 30, 2017;
  • Hilltop's common equity increased by $16.0 million from June 30, 2017
    to $1.9 billion at September 30, 2017;
  • Non-covered loans1 held for investment, net of allowance
    for loan losses, increased by 0.5% to $6.1 billion and covered loans1,
    net of allowance for loan losses, decreased by 8.6% to $188.3 million
    at September 30, 2017 compared to June 30, 2017;
  • Non-covered non-performing loans increased to $40.1 million, or 0.50%
    of total non-covered loans, at September 30, 2017, compared to $29.5
    million, or 0.36% of total non-covered loans, at June 30, 2017;
  • Energy classified and criticized loans were $24.4 million at September
    30, 2017, decreasing from $26.9 million at June 30, 2017;
  • Loans held for sale decreased by 3.0% from June 30, 2017 to $1.9
    billion at September 30, 2017;
  • Total deposits were $7.7 billion at September 30, 2017, compared to
    $7.6 billion at June 30, 2017;
  • Hilltop maintained strong capital levels with a Tier 1 Leverage Ratio2
    of 12.87% and a Common Equity Tier 1 Capital Ratio of 17.66% at
    September 30, 2017;
  • Hilltop's net interest margin3 decreased to 3.50% for the
    third quarter of 2017, from 4.04% in the second quarter of 2017;
  • The provision for loan losses was $1.3 million during the third
    quarter of 2017, compared to $5.9 million in the second quarter of
    2017;
  • For the third quarter of 2017, noninterest income was $298.5 million,
    compared to $354.5 million in the third quarter of 2016, a 15.8%
    decrease; and
  • For the third quarter of 2017, noninterest expense was $353.8 million,
    compared to $364.1 million in the third quarter of 2016, a 2.8%
    decrease.

____________________

1   "Covered loans" refer to loans acquired in the FNB Transaction that
are subject to loss-share agreements with the FDIC, while all other
loans are referred to as "non-covered loans."
2 Based on the end of period Tier 1 capital divided by total average
assets during the nine months ended September 30, 2017, excluding
goodwill and intangible assets.
3 Net interest margin is defined as net interest income divided by
average interest-earning assets.
 
 

Consolidated Financial and Other Information

                   
Consolidated Balance Sheets September 30, June 30, March 31, December 31, September 30,
(in 000's)     2017     2017     2017     2016     2016
Cash and due from banks $ 354,569 $ 405,938 $ 545,928 $ 669,357 $ 528,519
Federal funds sold 400 388 24,404 21,407 40,419
Securities purchased under agreements to resell 134,654 125,188 113,228 89,430 138,284
Assets segregated for regulatory purposes 207,336 167,565 166,395 180,993 173,840
Securities:
Trading, at fair value 676,411 471,485 373,300 265,534 402,104
Available for sale, at fair value 765,542 763,206 755,546 598,007 563,720
Held to maturity, at amortized cost   368,031         359,847         337,357         351,831         365,934  
1,809,984 1,594,538 1,466,203 1,215,372 1,331,758
Loans held for sale 1,939,321 2,000,257 1,329,493 1,795,463 1,673,069
Non-covered loans, net of unearned income 6,148,813 6,118,211 5,783,853 5,843,499 5,674,655
Allowance for non-covered loan losses   (58,779 )   (59,208 )   (55,157 )   (54,186 )   (52,625 )
Non-covered loans, net 6,090,034 6,059,003 5,728,696 5,789,313 5,622,030
 
Covered loans, net of allowance for covered loan losses 188,269 205,877 234,681 255,714 292,031
Broker-dealer and clearing organization receivables 1,672,123 1,552,525 1,574,031 1,497,741 1,340,617
Premises and equipment, net 176,281 183,994 184,091 190,361 190,645
FDIC indemnification asset 33,143 40,304 47,940 71,313 73,351
Covered other real estate owned 40,343 42,304 45,374 51,642 61,988
Other assets 596,095 618,368 583,554 613,453 657,805
Goodwill 251,808 251,808 251,808 251,808 251,808
Other intangible assets, net   38,440     40,516     42,601     44,695     47,112  
Total assets $ 13,532,800   $ 13,288,573   $ 12,338,427   $ 12,738,062   $ 12,423,276  
 
Deposits:
Non-interest bearing $ 2,279,633 $ 2,251,208 $ 2,272,905 $ 2,199,483 $ 2,232,813
Interest bearing   5,383,814         5,323,414         5,056,957         4,864,328         4,797,772  
Total deposits 7,663,447 7,574,622 7,329,862 7,063,811 7,030,585
Broker-dealer and clearing organization payables 1,517,698 1,395,314 1,437,548 1,347,128 1,251,839
Short-term borrowings 1,477,201 1,515,069 753,777 1,417,289 1,265,022
Securities sold, not yet purchased, at fair value 173,509 149,869 144,193 153,889 164,633
Notes payable 300,196 300,283 324,701 317,912 313,313
Junior subordinated debentures 67,012 67,012 67,012 67,012 67,012
Other liabilities   424,381     393,351     392,025     496,501     481,504  
Total liabilities 11,623,444 11,395,520 10,449,118 10,863,542 10,573,908
 
Common stock 959 963 984 985 985
Additional paid-in capital 1,525,169 1,529,903 1,570,329 1,572,877 1,570,025
Accumulated other comprehensive income 2,585 2,112 897 485 8,039
Retained earnings 376,873 356,564 313,197 295,568 266,048
Deferred compensation employee stock trust, net 840 845 893 903 900
Employee stock trust   (241 )   (248 )   (300 )   (309 )   (309 )
Total Hilltop stockholders' equity 1,906,185 1,890,139 1,886,000 1,870,509 1,845,688
Noncontrolling interests   3,171     2,914     3,309     4,011     3,680  
Total stockholders' equity   1,909,356     1,893,053     1,889,309     1,874,520     1,849,368  
Total liabilities & stockholders' equity $ 13,532,800   $ 13,288,573   $ 12,338,427   $ 12,738,062   $ 12,423,276  
 
   
Three Months Ended
Consolidated Income Statements September 30,     June 30,     March 31,     December 31,     September 30,
(in 000's, except per share data)     2017     2017     2017     2016     2016
Interest income:
Loans, including fees $ 102,546 $ 113,793 $ 89,991 $ 102,046 $ 97,590
Securities borrowed 11,404 9,597 8,053 6,566 9,037
Securities:
Taxable 11,157 9,539 7,027 7,097 5,935
Tax-exempt 1,471 1,375 1,244 1,530 1,518
Other   2,366   2,002   1,926     1,096   1,183
Total interest income 128,944 136,306 108,241 118,335 115,263
 
Interest expense:
Deposits 6,841 5,464 4,690 3,971 3,996
Securities loaned 8,935 7,481 6,340 4,653 6,954
Short-term borrowings 4,567 3,648 1,418 1,829 1,497
Notes payable 2,680 2,826 2,814 2,856 2,793
Junior subordinated debentures 774 744 711 703 673
Other   167   167   168     199   180
Total interest expense 23,964 20,330 16,141 14,211 16,093
 
Net interest income 104,980 115,976 92,100 104,124 99,170
Provision for loan losses   1,260   5,853   1,705     4,347   3,990
Net interest income after provision for loan losses 103,720 110,123 90,395 99,777 95,180
 
Noninterest income:
Net realized gains on securities - 14 - - -
Net gains from sale of loans and other mortgage production income 138,498 153,688 124,150 137,270 175,412
Mortgage loan origination fees 25,256 25,976 19,556 24,850 26,807
Securities commissions and fees 38,735 37,804 39,057 39,425 39,722
Investment and securities advisory fees and commissions 25,620 25,537 22,202 31,690 31,129
Net insurance premiums earned 34,493 36,020 36,140 38,344 38,747
Other   35,875   65,653   30,334     37,548   42,641
Total noninterest income 298,477 344,692 271,439 309,127 354,458
 
Noninterest expense:
Employees' compensation and benefits 209,747 214,719 186,886 208,760 225,194
Occupancy and equipment, net 29,073 27,919 27,293 27,154 27,460
Loss and loss adjustment expenses 31,234 33,184 21,700 14,018 16,055
Policy acquisition and other underwriting expenses 10,917 11,251 11,229 10,757 11,064
Other   72,871   79,178   73,384     95,095   84,360
Total noninterest expense 353,842 366,251 320,492 355,784 364,133
 
Income before income taxes 48,355 88,564 41,342 53,120 85,505
Income tax expense   18,003   25,754   15,035     17,582   33,017
Net income 30,352 62,810 26,307 35,538 52,488
Less: Net income (loss) attributable to noncontrolling interest   146   334   (127 )   217   556
Income attributable to Hilltop $ 30,206 $ 62,476 $ 26,434   $ 35,321 $ 51,932
 
Earnings per common share:
Basic $ 0.31 $ 0.64 $ 0.27 $ 0.36 $ 0.53
Diluted $ 0.31 $ 0.63 $ 0.27 $ 0.36 $ 0.53
 
Cash dividends declared per common share $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ -
 
Weighted average shares outstanding:
Basic 96,096 98,154 98,441 98,514 98,490
Diluted 96,306 98,414 98,757 98,810 98,625
 
                           

Three Months Ended September 30, 2017

Segment Results ($000s) Mortgage All Other and Hilltop
Three Months Ended September 30, 2017 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated
Net interest income (expense) $ 89,322 $ 12,215 $ 94 $ 864 $ (2,589 ) $ 5,074 $ 104,980
Provision for loan losses 1,665 (405 ) - - - - 1,260
Noninterest income 11,414 91,418 163,758 36,839 182 (5,134 ) 298,477
Noninterest expense   62,750   83,836     151,056   47,015     9,325     (140 )   353,842
Income (loss) before income taxes $ 36,321 $ 20,202   $ 12,796 $ (9,312 ) $ (11,732 ) $ 80   $ 48,355
 
   
Three Months Ended
September 30,     June 30,     March 31,     December 31,     September 30,
Selected Financial Data     2017     2017     2017     2016     2016
 

Hilltop Consolidated:

Return on average stockholders' equity 6.32% 13.24% 5.73% 7.56% 11.41%
Return on average assets 0.90% 1.94% 0.88% 1.13% 1.69%
Net interest margin (1): 3.50% 4.04% 3.52% 3.80% 3.65%
Net interest margin (taxable equivalent) (2):
As reported 3.52% 4.05% 3.54% 3.82% 3.67%
Impact of purchase accounting 37 bps 82 bps 49 bps 71 bps 64 bps
Book value per common share ($) 19.88 19.62 19.17 18.98 18.73
Shares outstanding, end of period (000's) 95,904 96,333 98,407 98,544 98,541
Dividend payout ratio (3) 19.09% 9.43% 22.30% 16.71% 0.00%
 

Banking Segment:

Net interest margin (1): 4.03% 4.80% 4.21% 4.57% 4.50%
Net interest margin (taxable equivalent) (2):
As reported 4.05% 4.81% 4.23% 4.59% 4.53%
Impact of purchase accounting 51 bps 112 bps 67 bps 96 bps 90 bps
Accretion of discount on loans ($000's) 10,541 23,164 12,098 17,926 15,969
Non-covered net charge-offs (recoveries) ($000's) 908 842 238 3,083 3,107
Return on average assets 0.94% 1.63% 0.94% 1.09% 1.09%
Fee income ratio 11.33% 19.97% 13.13% 12.57% 12.31%
Efficiency ratio 62.29% 48.96% 64.36% 59.00% 59.59%
Employees' compensation and benefits ($000's) 30,810 31,790 31,512 32,350 31,167
 

Broker-Dealer Segment:

Net revenue (4) 103,633 103,159 91,039 107,331 111,334
Employees' compensation and benefits ($000's) 60,365 62,840 57,240 62,929 68,051
Variable compensation expense ($000's) 35,085 36,556 30,808 37,984 42,446
Compensation as a % of net revenue 58.2% 60.9% 62.9% 58.6% 61.1%
Pre-tax margin 19.49% 15.33% 10.45% -0.02% 15.65%
 

Mortgage Origination Segment:

Mortgage loan originations - volume ($000's):
Home purchases 3,332,441 3,502,128 2,269,138 2,772,316 3,191,851
Refinancings 640,064     555,956     555,193     1,115,764     1,300,702
Total mortgage loan originations - volume 3,972,505 4,058,084 2,824,331 3,888,080 4,492,553
Mortgage loan sales - volume ($000's) 4,002,195 3,385,260 3,275,167 3,723,751 4,349,794
Mortgage servicing rights asset ($000's) (4) 47,766 43,580 45,573 61,968 43,751
Employees' compensation and benefits ($000's) 111,133 115,189 89,958 106,894 120,548
Variable compensation expense ($000's) 66,420 71,877 46,906 64,809 75,271
 

Insurance Segment:

Loss and LAE ratio 90.6% 92.1% 60.0% 36.6% 41.4%
Expense ratio 40.4%     39.7%     38.4%     33.2%     33.6%
Combined ratio 131.0% 131.8% 98.4% 69.8% 75.0%
Employees' compensation and benefits ($000's) 2,578 2,786 2,780 2,262 2,401

____________________

(1)   Net interest margin is defined as net interest income divided by
average interest-earning assets.
(2) 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
a 35% federal income tax rate. 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. For the periods presented, the
taxable equivalent adjustments to interest income for Hilltop
Consolidated were $0.6 million, $0.5 million, $0.5 million, $0.6
million, and $0.5 million, respectively, and for the Banking Segment
were $0.4 million, $0.4 million, $0.4 million, $0.4 million, and
$0.4 million, respectively.
(3) Dividend payout ratio is defined as cash dividends declared per
common share divided by basic earnings per common share.
(4)

Net revenue is defined as the sum of total broker-dealer net
interest income plus total broker-dealer noninterest income.

(5) 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.
 
   

 

September 30,     June 30,     March 31,     December 31,     September 30,
Capital Ratios     2017     2017     2017     2016     2016
 
Tier 1 capital (to average assets):
PlainsCapital 12.18 % 12.11 % 13.09 % 12.35 % 12.65 %
Hilltop 12.87 % 13.07 % 13.98 % 13.51 % 13.41 %
Common equity Tier 1 capital (to risk-weighted assets):
PlainsCapital 14.44 % 13.95 % 15.50 % 14.64 % 15.15 %
Hilltop 17.66 % 17.53 % 19.03 % 18.30 % 17.80 %
Tier 1 capital (to risk-weighted assets):
PlainsCapital 14.44 % 13.95 % 15.50 % 14.64 % 15.15 %
Hilltop 18.20 % 18.07 % 19.62 % 18.87 % 18.37 %
Total capital (to risk-weighted assets):
PlainsCapital 15.23 % 14.72 % 16.30 % 15.38 % 15.90 %
Hilltop 18.71 % 18.57 % 20.12 % 19.34 % 18.82 %
 
                   
September 30, June 30, March 31, December 31, September 30,
Non-Covered Non-Performing Loans Portfolio Data     2017     2017     2017     2016     2016
 
Non-covered loans accounted for on a non-accrual basis ($000's):
Commercial and industrial 21,434 13,818 13,490 9,515 19,651
Real estate 17,996 14,877 14,437 13,932 4,817
Construction and land development 626 632 661 755 703
Consumer 63 208 223 244 50
Broker-dealer -       -       -       -       -  
40,119 29,535 28,811 24,446 25,221
 
Non-covered non-performing loans as a % of total non-covered loans 0.50 % 0.36 % 0.41 % 0.32 % 0.34 %
 
Non-covered other real estate owned ($000's) 4,827 4,591 4,556 4,507 3,063
 
Other repossessed assets ($000's) 437 723 681 1,117 1,654
 
Non-covered non-performing assets ($000's) 45,383 34,849 34,048 30,070 29,938
 
Non-covered non-performing assets as a % of total assets 0.34 % 0.26 % 0.28 % 0.24 % 0.24 %
 
Non-covered non-PCI loans past due 90 days or more and still
accruing ($000's)
45,134 48,757 42,767 47,486 41,824
 
Troubled debt restructurings included in accruing non-covered loans
($000's)
1,163 1,170 1,180 1,196 1,216
 
                   
September 30, June 30, March 31, December 31, September 30,
PlainsCapital Bank - Energy Exposure     2017     2017     2017     2016     2016
 

Select Energy Statistics

Outstanding energy loan balance ($MM) 151.3 158.2 149.1 166.5 168.8
Energy unfunded commitments ($MM) 137.9 121.9 130.4 121.4 120.7
Energy loans as a % of total loans 2.6 % 2.7 % 2.7 % 3.0 % 3.1 %
Classified and criticized energy loans ($MM):
Criticized energy loans 0.0 0.0 0.0 0.0 1.8
Performing classified energy loans 11.6 23.6 22.5 23.5 24.2
Non-performing classified energy loans 12.8       3.3       4.0       5.2       13.4  
24.4 26.9 26.5 28.7 39.4
 
Unimpaired energy reserves ($MM) 12.0 11.3 10.6 10.6 10.0
Energy reserves as a % of energy loans 7.9 % 7.1 % 7.1 % 6.5 % 6.7 %
Energy NCOs ($MM) 0.0 0.0 0.0 1.5 1.0
 

Energy Portfolio Breakdown

Exploration and production 14 % 14 % 13 % 11 % 13 %
Services:
Field services 23 % 22 % 24 % 22 % 26 %
Pipeline construction 22 %     22 %     22 %     21 %     21 %
45 % 44 % 46 % 43 % 47 %
Midstream:
Distribution 16 % 16 % 18 % 30 % 21 %
Transportation 9 %     9 %     10 %     9 %     11 %
25 % 25 % 28 % 39 % 32 %
Other:
Wholesalers 1 % 1 % 1 % 1 % 1 %
Equipment rentals 0 % 0 % 0 % 0 % 0 %
Equipment wholesalers 15 %     16 %     12 %     6 %     7 %
Total 100 % 100 % 100 % 100 % 100 %
 
                 
Three Months Ended September 30,
2017 2016
Average     Interest     Annualized Average Interest Annualized
Outstanding Earned or Yield or Outstanding Earned or Yield or
Balance Paid Rate Balance Paid Rate
Assets
Interest-earning assets
Loans, gross (1) $ 8,077,804 $ 102,546 5.01 % $ 7,315,433 $ 97,590 5.26 %
Investment securities - taxable 1,538,890 11,134 2.88 % 999,394 5,915 2.36 %
Investment securities - non-taxable (2) 229,089 2,032 3.54 % 296,013 2,052 2.77 %
Federal funds sold and securities purchased
under agreements to resell 139,398 - 0.00 % 185,533 52 0.11 %
Interest-bearing deposits in other
financial institutions 282,806 853 1.20 % 478,560 567 0.47 %
Securities borrowed 1,548,039 11,404 2.88 % 1,476,297 9,037 2.44 %
Other   87,281     1,536 7.00 %   65,858     585 3.54 %
Interest-earning assets, gross (2) 11,903,307 129,505 4.30 % 10,817,088 115,798 4.22 %
Allowance for loan losses   (61,243 )   (53,470 )
Interest-earning assets, net 11,842,064 10,763,618
Noninterest-earning assets   1,506,552     1,588,921  
Total assets $ 13,348,616   $ 12,352,539  
 
Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits $ 5,350,959 $ 6,841 0.51 % $ 4,851,952 $ 3,996 0.33 %
Securities loaned 1,398,922 8,935 2.53 % 1,390,071 6,955 1.99 %
Notes payable and other borrowings   1,781,498     8,188 1.81 %   1,339,395     5,142 1.53 %
Total interest-bearing liabilities 8,531,379 23,964 1.11 % 7,581,418 16,093 0.84 %
Noninterest-bearing liabilities
Noninterest-bearing deposits 2,290,151 2,251,744
Other liabilities   627,907     705,985  
Total liabilities 11,449,437 10,539,147
Stockholders' equity 1,896,838 1,810,266
Noncontrolling interest   2,341     3,126  
Total liabilities and stockholders' equity $ 13,348,616   $ 12,352,539  
   
Net interest income (2) $ 105,541 $ 99,705
Net interest spread (2) 3.19 % 3.38 %
Net interest margin (2) 3.52 % 3.67 %

____________________

(1)   Average balance includes non-accrual loans.
(2) Presented on a taxable equivalent basis with annualized taxable
equivalent adjustments based on a 35% federal income tax rate. The
adjustment to interest income was $0.6 million and $0.5 million for
the three months ended September 30, 2017 and 2016, respectively.
 

Conference Call Information

Hilltop will host a live webcast and conference call at 8:00 AM Central
(9:00 AM Eastern) on Friday, October 27, 2017. Hilltop Co-CEOs Jeremy B.
Ford and Alan B. White and other key management members will review
third quarter 2017 financial results. Interested parties can access the
conference call by dialing 1-877-508-9457 (domestic) or 1-412-317-0789
(international). The conference call also will be webcast simultaneously
on Hilltop's Investor Relations website (http://ir.hilltop-holdings.com).

About Hilltop

Hilltop Holdings is a Dallas-based financial holding company. Its
primary line of business is to provide business and consumer banking
services from offices located throughout Texas through PlainsCapital
Bank. PlainsCapital Bank's wholly owned subsidiary, PrimeLending,
provides residential mortgage lending throughout the United States.
Hilltop Holdings' broker-dealer subsidiaries, Hilltop Securities Inc.
and Hilltop Securities Independent Network Inc., provide a full
complement of securities brokerage, institutional and investment banking
services in addition to clearing services and retail financial advisory.
Through Hilltop Holdings' other wholly owned subsidiary, National Lloyds
Corporation, it provides property and casualty insurance through two
insurance companies, National Lloyds Insurance Company and American
Summit Insurance Company. At September 30, 2017, Hilltop employed
approximately 5,500 people and operated approximately 475 locations in
44 states. Hilltop Holdings' common stock is listed on the New York
Stock Exchange under the symbol "HTH." Find more information at
Hilltop-Holdings.com, PlainsCapital.com, PrimeLending.com,
Nationallloydsinsurance.com and Hilltopsecurities.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any future
results, performance or achievements anticipated in such statements.
Forward-looking statements speak only as of the date they are made and,
except as required by law, we do not assume any duty to update
forward-looking statements. Such forward-looking statements include, but
are not limited to, statements concerning such things as our plans,
objectives, strategies, expectations and intentions and other statements
that are not statements of historical fact, and may be identified by
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.
For a discussion of certain factors that could cause our actual results
to differ materially from those described in the forward-looking
statements, please see the risk factors discussed in our most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
and other reports that are filed with the Securities and Exchange
Commission. All forward-looking statements are qualified in their
entirety by this cautionary statement.

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