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Exhibit 99.1


Consolidated financial statements

PlainsCapital Corporation and subsidiaries

Years ended December 31, 2011, 2010 and 2009

1



Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
PlainsCapital Corporation

        We have audited the accompanying consolidated balance sheets of PlainsCapital Corporation and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of PlainsCapital Corporation and subsidiaries at December 31, 2011 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

        We also have examined, in accordance with attestation standards established by the American Institute of Certified Public Accountants, management's assertion that the Company maintained effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Dallas, Texas
March 16, 2012

2



PlainsCapital Corporation and Subsidiaries

Consolidated Balance Sheets

December 31,

 
  2011   2010  
 
  (In thousands)
 

Assets

             

Cash and due from banks

  $ 344,647   $ 332,208  

Federal funds sold and securities purchased under agreements to resell

    3,347     154,501  

Loans held for sale

    776,372     477,711  

Securities

             

Trading, at fair market value

    58,957     18,931  

Available for sale, amortized cost $594,287 and $614,588, respectively

    601,086     613,236  

Held to maturity, fair market value $188,736 and $228,730, respectively

    179,710     232,913  
           

    839,753     865,080  

Loans, net of unearned income

   
3,351,167
   
3,138,170
 

Allowance for loan losses

    (67,495 )   (65,169 )
           

Loans, net

    3,283,672     3,073,001  

Broker-dealer and clearing organization receivables

   
111,690
   
45,768
 

Fee award receivable

    18,002     19,222  

Investment in unconsolidated subsidiaries

    2,012     2,012  

Premises and equipment, net

    92,906     80,183  

Accrued interest receivable

    16,175     16,615  

Other real estate owned

    30,254     23,968  

Goodwill, net

    35,880     35,880  

Other intangible assets, net

    11,385     13,441  

Other assets

    133,925     173,815  
           

Total assets

  $ 5,700,020   $ 5,313,405  
           

Liabilities and Shareholders' Equity

             

Deposits

             

Noninterest-bearing

  $ 328,858   $ 256,372  

Interest-bearing

    3,917,348     3,662,087  
           

Total deposits

    4,246,206     3,918,459  

Broker-dealer and clearing organization payables

   
186,483
   
72,830
 

Short-term borrowings

    476,439     582,134  

Capital lease obligations

    12,121     11,693  

Notes payable

    54,966     63,776  

Junior subordinated debentures

    67,012     67,012  

Other liabilities

    137,509     150,225  
           

Total liabilities

    5,180,736     4,866,129  

Commitments and contingencies

             

Shareholders' equity

             

PlainsCapital Corporation shareholders' equity

             

Preferred stock, $1.00 par value per share, authorized 50,000,000 shares;

             

Series A, 0 and 87,631 shares issued

        84,481  

Series B, 0 and 4,382 shares issued

        4,712  

Series C, 114,068 and 0 shares issued

    114,068      

Original Common Stock, $0.001 par value per share, authorized 100,000,000 and 50,000,000 shares, respectively; 31,920,732 and 31,780,828 shares issued, respectively

    32     32  

Common Stock, $0.001 par value per share, authorized 150,000,000 shares; 0 shares issued

         

Surplus

    156,123     153,289  

Retained earnings

    244,291     206,786  

Accumulated other comprehensive income (loss)

    4,587     (281 )
           

    519,101     449,019  

Unearned ESOP shares (190,254 and 232,381 shares, respectively)

    (2,070 )   (2,528 )
           

Total PlainsCapital Corporation shareholders' equity

    517,031     446,491  

Noncontrolling interest

    2,253     785  
           

Total shareholders' equity

    519,284     447,276  
           

Total liabilities and shareholders' equity

  $ 5,700,020   $ 5,313,405  
           

   

See accompanying notes.

3



PlainsCapital Corporation and Subsidiaries

Consolidated Statements of Income

For the Years Ended December 31,

(In thousands, except per share amounts)

 
  2011   2010   2009  

Interest income:

                   

Loans, including fees

  $ 180,209   $ 183,657   $ 180,119  

Securities

                   

Taxable

    18,632     17,697     9,461  

Tax-exempt

    9,750     9,224     7,494  

Federal funds sold and securities purchased under agreements to resell

    3,119     1,720     90  

Interest-bearing deposits with banks

    945     823     259  

Other

    6,788     5,304     5,400  
               

Total interest income

    219,443     218,425     202,823  

Interest expense

                   

Deposits

    28,172     29,586     32,137  

Short-term borrowings

    1,700     2,156     2,749  

Capital lease obligations

    548     557     493  

Notes payable

    3,141     3,473     3,491  

Junior subordinated debentures

    2,502     2,546     2,960  

Other

    449     407     634  
               

Total interest expense

    36,512     38,725     42,464  
               

Net interest income

    182,931     179,700     160,359  

Provision for loan losses

    21,757     83,226     66,673  
               

Net interest income after provision for loan losses

    161,174     96,474     93,686  

Noninterest income

                   

Service charges on depositor accounts

    8,195     8,403     9,055  

Net realized gains on sale of securities

    1,519     2,048     316  

Other-than-temporary impairment

                   

Total other-than-temporary impairment losses on securities

    (7,502 )        

Portion of loss recognized in other comprehensive income

    2,197          
               

Net other-than-temporary impairment losses recognized in earnings

    (5,305 )        

Net gains from sale of loans

    293,469     230,029     134,515  

Mortgage loan origination fees

    72,351     79,759     85,613  

Trust fees

    4,198     4,314     3,879  

Investment advisory fees and commissions

    68,633     76,917     73,773  

Securities brokerage fees and commissions

    23,468     24,598     21,319  

Other

    11,230     6,115     6,438  
               

Total noninterest income

    477,758     432,183     334,908  

Noninterest expense

                   

Employees' compensation and benefits

    348,121     299,286     240,667  

Occupancy and equipment, net

    64,682     59,013     50,992  

Professional services

    30,425     29,874     23,783  

Deposit insurance premiums

    4,834     6,304     6,295  

Repossession and foreclosure, net of recoveries

    14,868     9,175     5,716  

Other

    91,088     76,394     54,738  
               

Total noninterest expense

    554,018     480,046     382,191  
               

Income before income taxes

    84,914     48,611     46,403  

Income tax provision

    30,068     15,412     14,855  
               

Net income

    54,846     33,199     31,548  

Less: Net income attributable to noncontrolling interest

    1,650     790     220  
               

Net income attributable to PlainsCapital Corporation

    53,196     32,409     31,328  

Dividends on preferred stock and other

    7,488     5,569     5,704  
               

Income applicable to PlainsCapital Corporation common shareholders

  $ 45,708   $ 26,840   $ 25,624  
               

Earnings per share

                   

Basic

  $ 1.39   $ 0.82   $ 0.79  
               

Diluted

  $ 1.36   $ 0.80   $ 0.77  
               

   

See accompanying notes.

4



PlainsCapital Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31,

(In thousands)

 
  2011   2010   2009  

Net income

  $ 54,846   $ 33,199   $ 31,548  

Other comprehensive income (loss)

                   

Unrealized gains (losses) on securities available for sale, net of tax of $2,784, ($85) and ($776)

    5,167     (156 )   (1,474 )

Unrealized gains (losses) on securities held in trust for the Supplemental Executive Pension Plan, net of tax of ($137), $144 and $442

    (254 )   257     855  

Unrealized loss on customer-related cash flow hedges, net of tax of ($24), ($44) and ($7)

    (45 )   (82 )   (12 )
               

Comprehensive income

    59,714     33,218     30,917  

Less: comprehensive income attributable to noncontrolling interest

    1,650     790     220  
               

Comprehensive income applicable to PlainsCapital Corporation common shareholders

  $ 58,064   $ 32,428   $ 30,697  
               

   

See accompanying notes.

5


PlainsCapital Corporation and Subsidiaries

Consolidated Statements of Shareholders' Equity

 
  PlainsCapital Corporation Shareholders    
   
 
 
  Preferred Stock   Common Stock    
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
   
   
 
 
   
  Retained
Earnings
  Unearned
ESOP
Shares
  Noncontrolling
Interest
   
 
 
  Shares   Amount   Shares   Amount   Surplus   Total  
 
  (dollars in thousands)
 

Year Ended December 31, 2009

                                                             

Balance, January 1, 2009

    92,013   $ 87,631     31,573,518   $ 32   $ 147,445   $ 167,865   $ 331   $ (3,489 ) $ 1,709   $ 401,524  

Stock option plans' activity, including compensation expense

            39,555         2,326                     2,326  

Adjustment to stock issued in business combination

            (63 )       (1 )                   (1 )

Stock-based compensation expense

                    856                     856  

ESOP activity

                        18         488         506  

Dividends on common stock ($0.20 per share)

                        (6,764 )               (6,764 )

Dividends on preferred stock

                        (4,935 )               (4,935 )

Preferred stock discount and accretion

        769                 (769 )                

Cash received from noncontrolling interest

                                    49     49  

Cash distributions to noncontrolling interest

                                    (319 )   (319 )

Net income

                        31,328             220     31,548  

Other comprehensive loss

                            (631 )           (631 )
                                           

Balance, December 31, 2009

    92,013     88,400     31,613,010     32     150,626     186,743     (300 )   (3,001 )   1,659     424,159  

Year Ended December 31, 2010

                                                             

Stock option plans' activity, including compensation expense

            92,399         603                     603  

Vesting of stock-based compensation

            75,419                              

Stock-based compensation expense

                    1,595                     1,595  

ESOP activity

                                473         473  

Dividends on common stock ($0.20 per share)

                        (6,797 )               (6,797 )

Dividends on preferred stock

                        (4,776 )               (4,776 )

Preferred stock discount and accretion

        793                 (793 )                

Cash received from noncontrolling interest

                                    147     147  

Cash distributions to noncontrolling interest

                                    (433 )   (433 )

Redemption of noncontrolling interest

                    465                 (1,378 )   (913 )

Net income

                        32,409             790     33,199  

Other comprehensive income

                            19             19  
                                           

Balance, December 31, 2010

    92,013     89,193     31,780,828     32     153,289     206,786     (281 )   (2,528 )   785     447,276  

Year Ended December 31, 2011

                                                             

Redemption of Series A and Series B preferred stock

    (92,013 )   (92,013 )                               (92,013 )

Sale of Series C preferred stock

    114,068     114,068                                 114,068  

Stock option plans' activity, including compensation expense

            54,691         382                     382  

Vesting of stock-based compensation

            85,213                              

Stock-based compensation expense

                    2,452                     2,452  

ESOP activity

                        (9 )       458         449  

Dividends on common stock ($0.24 per share)

                        (8,194 )               (8,194 )

Dividends on preferred stock

                        (4,668 )               (4,668 )

Preferred stock discount and accretion

        2,820                 (2,820 )                

Cash received from noncontrolling interest

                                    1,000     1,000  

Cash distributions to noncontrolling interest

                                    (1,182 )   (1,182 )

Net income

                        53,196             1,650     54,846  

Other comprehensive income

                            4,868             4,868  
                                           

Balance, December 31, 2011

    114,068   $ 114,068     31,920,732   $ 32   $ 156,123   $ 244,291   $ 4,587   $ (2,070 ) $ 2,253   $ 519,284  
                                           

See accompanying notes.

6



PlainsCapital Corporation and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31,

(In thousands)

 
  2011   2010   2009  

Operating Activities

                   

Net income

  $ 54,846   $ 33,199   $ 31,548  

Adjustments to reconcile net income to net cash provided by (used in) operating activities

                   

Provision for loan losses

    21,757     83,226     66,673  

Net losses on other real estate owned

    13,190     5,753     3,776  

Depreciation and amortization

    28,352     17,700     11,638  

Stock-based compensation expense

    2,471     1,735     1,070  

Net realized losses (gains) on securities

    3,786     (2,048 )   (316 )

Loss on sale of premises and equipment

    814     364     33  

Stock dividends received on securities

    (21 )   (59 )   (48 )

Deferred income taxes

    2,014     (18,100 )   1,255  

Net change in prepaid FDIC assessments

    4,271     5,487     (15,086 )

Net change in assets segregated for regulatory purposes

            11,500  

Net change in trading securities

    (40,026 )   5,252     (22,622 )

Net change in broker-dealer and clearing organization receivables

    (65,922 )   36,946     (37,383 )

Net change in fee award receivable

    1,220     1,282     1,040  

Net change in broker-dealer and clearing organization payables

    113,653     (42,640 )   49,069  

Net change in other assets

    (986 )   (12,089 )   (1,694 )

Net change in other liabilities

    (13,167 )   19,717     36,579  

Net gains from sale of loans

    (293,469 )   (230,029 )   (134,515 )

Loans originated for sale

    (8,611,267 )   (7,615,595 )   (5,690,330 )

Proceeds from loans sold

    8,633,730     7,784,495     5,564,729  
               

Net cash provided by (used in) operating activities

    (144,754 )   74,596     (123,084 )
               

Investing Activities

                   

Net change in securities purchased under resale agreements

    126,569     (127,374 )    

Proceeds from maturities and principal reductions of securities held to maturity

    25,188     75,787     30,804  

Proceeds from sales, maturities and principal reductions of securities available for sale

    627,825     318,377     151,841  

Purchases of securities held to maturity

    (1,031 )   (11,230 )   (121,936 )

Purchases of securities available for sale

    (592,009 )   (705,940 )   (198,616 )

Net change in loans

    (260,133 )   (164,269 )   (182,627 )

Purchases of premises and equipment and other assets

    (30,375 )   (21,009 )   (23,475 )

Proceeds from sales of premises and equipment and other real estate owned

    13,643     17,502     10,599  

Net cash received (paid) for Federal Home Loan Bank and Federal Reserve Bank stock

    (149 )   9,329     (2,139 )
               

Net cash provided by (used in) investing activities

    (90,472 )   (608,827 )   (335,549 )
               

Financing Activities

                   

Net change in deposits

    327,747     655,275     369,672  

Net change in short-term borrowings

    (105,695 )   94,056     228,202  

Proceeds from notes payable

    4,000     3,700     6,350  

Payments on notes payable

    (12,810 )   (8,474 )   (88,814 )

Payments to redeem preferred stock

    (92,013 )        

Proceeds from issuance of preferred stock

    114,068          

Proceeds from issuance of common stock

    363     463     227  

Dividends paid

    (12,397 )   (11,573 )   (11,089 )

Net cash received from (distributed to) noncontrolling interest

    (182 )   (286 )   (270 )

Other, net

    (1 )   38     151  
               

Net cash provided by (used in) financing activities

    223,080     733,199     504,429  
               

Net change in cash and cash equivalents

    (12,146 )   198,968     45,796  

Cash and cash equivalents at beginning of year

    359,335     160,367     114,571  
               

Cash and cash equivalents at end of year

  $ 347,189   $ 359,335   $ 160,367  
               

Supplemental Disclosures of Cash Flow Information

                   

Cash paid during the year for:

                   

Interest

  $ 39,509   $ 38,437   $ 42,804  
               

Income taxes

  $ 17,383   $ 34,526   $ 17,030  
               

Supplemental Schedule of Noncash Activities

                   

Conversion of loans to other real estate owned

  $ 28,542   $ 32,209   $ 26,276  
               

Capital leases

  $ 887   $   $ 3,814  
               

   

See accompanying notes.

7



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies

Nature of Operations

        PlainsCapital Corporation ("PlainsCapital") is a financial holding company registered under the Bank Holding Company Act of 1956, as amended by the Graham-Leach-Bliley Act of 1999, headquartered in Dallas, Texas, that provides, through its subsidiaries, an array of financial products and services. In addition to traditional banking services, PlainsCapital provides residential mortgage lending, investment banking, public finance advisory, wealth and investment management, treasury management, capital equipment leasing, fixed income sales, asset management and correspondent clearing services.

Basis of Presentation

        PlainsCapital owns 100% of the outstanding stock of PlainsCapital Bank and 100% of the membership interest in PlainsCapital Equity, LLC. PlainsCapital owns a 69.75% membership interest in Hester Capital Management, LLC ("Hester Capital"). PlainsCapital Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company ("PrimeLending"), PNB Aero Services, Inc. and PCB-ARC, Inc. PlainsCapital Bank has a 100% membership interest in First Southwest Holdings, LLC ("First Southwest") and PlainsCapital Securities, LLC, as well as a 51% voting interest in PlainsCapital Insurance Services, LLC.

        PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC, the controlling and sole managing member of PrimeLending Ventures, LLC ("Ventures"). Through a series limited liability company structure, Ventures establishes separate operating divisions with select business partners, such as home builders, real estate brokers and financial institutions, to originate residential mortgage loans.

        On June 30, 2011, PlainsCapital Bank dissolved Plains Financial Corporation, which had no significant operations or net assets at the time of its dissolution.

        After the close of business on December 31, 2008, First Southwest Holdings, Inc., a diversified, private investment banking corporation headquartered in Dallas, Texas merged into FSWH Acquisition LLC, a wholly owned subsidiary of PlainsCapital Bank. Following the merger, FSWH Acquisition LLC changed its name to "First Southwest Holdings, LLC." The principal subsidiaries of First Southwest are First Southwest Company ("FSC"), a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and the Financial Industry Regulatory Authority ("FINRA"), and First Southwest Asset Management, Inc., a registered investment advisor under the Investment Advisors Act of 1940.

        The acquisition cost of First Southwest Holdings, Inc. was approximately $62.2 million. In addition, PlainsCapital placed approximately 1.7 million shares of PlainsCapital common stock, valued at approximately $19.2 million as of December 31, 2008, into escrow. The percentage of shares to be released from escrow and distributed to former First Southwest shareholders will be determined based upon, among other factors, the valuation of certain auction rate bonds held by First Southwest prior to the merger (or repurchased from investors following the closing of the merger) as of the last day of December 2012 or, if applicable, the aggregate sales price of such auction rate bonds prior to such date. Any shares issued out of the escrow will be accounted for as additional acquisition cost.

8



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

        PlainsCapital used a third-party valuation specialist to assist in the determination of the fair value of assets acquired, including intangibles, and liabilities assumed in the acquisition. The purchase price allocation resulted in net assets acquired in excess of consideration paid of approximately $12.8 million. That amount has been recorded in other liabilities until the contingent consideration issue described previously is settled. Upon resolution of the contingent consideration issue, the acquisition cost of First Southwest may increase, resulting in a smaller excess of net assets acquired over consideration paid, or in certain circumstances, an excess of consideration paid over net assets acquired that would result in recording goodwill from the transaction. Any remaining excess of net assets acquired over consideration paid will be allocated pro rata to reduce the carrying value of certain purchased assets.

        The consolidated financial statements include the accounts of the above-named entities. All significant intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), as discussed below.

        PlainsCapital also owns 100% of the outstanding common stock of PCC Statutory Trusts I, II, III and IV (the "Trusts"), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities Subsections of the ASC, because the primary beneficiaries of the Trusts are not within the consolidated group.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses are particularly subject to change.

Securities Purchased Under Agreements to Resell

        Securities purchased under agreements to resell (reverse repurchase agreements or reverse repos) are treated as collateralized financings and are carried at the amounts at which the securities will subsequently be resold as specified in the agreements. PlainsCapital is in possession of collateral with a fair value equal to or in excess of the contract amounts.

Loans Held for Sale

        Loans held for sale consist primarily of single-family residential mortgages funded through PrimeLending. These loans are generally on the consolidated balance sheet for no more than 30 days. Substantially all mortgage loans originated by PrimeLending are sold in the secondary market, servicing released, and, until they are sold, are carried at fair value under the provisions of the Fair Value Option Subsections of the ASC ("Fair Value Option"). Changes in the fair value of the loans held for sale are recognized in earnings and fees and costs associated with origination are recognized as incurred. The specific identification method is used to determine realized gains and losses on sales of loans, which are reported as net gains (losses) in noninterest income. Loans sold are subject to certain indemnification provisions with investors, including the repurchase of loans sold and repayment of

9



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

certain sales proceeds to investors under certain conditions. PlainsCapital Bank guarantees PrimeLending's performance with respect to the indemnification provisions included in purchase agreements with certain third parties. As of December 31, 2011 and 2010, PrimeLending had an accrued liability of $8.1 million and $9.9 million, respectively, as its best estimate of its obligations under these indemnification provisions. The accrued liability is based upon, among other things, historical loan loss rates and loan repurchases, current trends in loan originations and the geographic location of underlying collateral.

Securities

        Management classifies securities at the time of purchase and reassesses such designation at each balance sheet date. Transfers between categories from these reassessments are rare. Securities held for resale to facilitate principal transactions with customers are classified as trading, and are carried at fair value, with changes in fair value reflected in the statement of income. PlainsCapital reports interest income on trading securities as interest income on securities and other changes in fair value as other noninterest income.

        Securities to be held for indefinite periods of time but not intended to be held to maturity or on a long-term basis are classified as available for sale. Securities included in this category are those that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk, and other factors related to interest rate and resultant prepayment risk changes. Securities available for sale are carried at fair value. Unrealized holding gains and losses on securities available for sale, net of taxes, are reported in other comprehensive income until realized. Premiums and discounts are recognized in interest income using the interest method and consider any optionality that may be embedded in the security.

        Securities that management has the positive intent and ability to hold until maturity are classified as held to maturity. These securities are carried at cost, adjusted for amortization of premiums and accretion of discounts, which are recognized as adjustments to interest income using the interest method over the period to maturity.

        Purchases and sales (and related gain or loss) of securities are recorded on the trade date, based on specific identification. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the other-than-temporary impairment ("OTTI") is related to credit losses. The amount of the OTTI related to other factors is recognized in other comprehensive income. In estimating OTTI, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the historic and implied volatility of the security, (iv) failure of the issuer to make scheduled interest payments and (v) changes to the rating of the security by a rating agency.

Loans

        Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal reduced by unearned income, net unamortized deferred fees and an allowance for loan losses. Unearned income on installment loans and

10



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

interest on other loans is recognized using the interest method. Net fees received for providing loan commitments and letters of credit that result in loans are deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing. Net fees on commitments and letters of credit that are not expected to be funded are amortized to noninterest income over the commitment period. Income on direct financing leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment.

        Impaired loans include non-accrual loans, troubled debt restructurings and partially charged-off loans. The accrual of interest on impaired loans is discontinued when, in management's opinion, there is a clear indication that the borrower's cash flow may not be sufficient to meet principal and interest payments as they become due according to the terms of the loan agreement, which is generally when a loan is 90 days past due unless the loan is both well secured and in the process of collection. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income. If the ultimate collectibility of principal, wholly or partially, is in doubt, any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal to the extent necessary to eliminate such doubt. Once the collection of the remaining recorded loan balance is fully expected, interest income is recognized on a cash basis.

        PlainsCapital Bank originates loans to customers primarily in Dallas, Fort Worth, Arlington, Lubbock, Austin and San Antonio. Although PlainsCapital Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors' ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of energy, agribusiness, wholesale/retail trade, construction and real estate. PrimeLending originates loans to customers in its offices, which are located throughout the United States. Mortgage loans originated by PrimeLending are sold in the secondary market, servicing released. FSC makes loans to customers through margin transactions. FSC controls risk by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for margin loans are not included in the consolidated financial statements.

Allowance for Loan Losses

        The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management's best estimate of probable losses inherent in the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses includes allowance allocations calculated in accordance with the Receivables and Contingencies Topics of the ASC. The level of the allowance reflects management's continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management's judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond PlainsCapital's control, including the performance of

11



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

PlainsCapital's loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

        PlainsCapital's allowance for loan losses consists of three elements: (i) specific valuation allowances established for probable losses on impaired loans; (ii) general historical valuation allowances calculated based on historical loan loss experience for homogeneous loans with similar characteristics and trends; and (iii) valuation allowances to adjust general reserves based on recent economic conditions and other qualitative risk factors both internal and external to PlainsCapital.

Assets Segregated for Regulatory Purposes

        Under certain conditions, FSC may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes.

Broker-Dealer and Clearing Organization Transactions

        Amounts recorded in broker-dealer and clearing organization receivables and payables include securities lending activities, as well as amounts related to securities transactions for either FSC customers or for the account of FSC. Securities-borrowed and securities-loaned transactions are generally reported as collateralized financings except where letters of credit or other securities are used as collateral. Securities-borrowed transactions require FSC to deposit cash, letters of credit, or other collateral with the lender. With respect to securities loaned, FSC receives collateral in the form of cash or other assets in an amount generally in excess of the market value of securities loaned. FSC monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Interest income and interest expense associated with collateralized financings is included in the accompanying statement of income.

Fee Award Receivable

        In 2005, First Southwest participated in a monetization of future cash flows from several tobacco companies owed to a law firm under a settlement agreement ("Fee Award"). First Southwest estimated the amount and timing of the undiscounted expected cash flows from the receivable. The excess of the receivable's cash flows expected to be collected over the amount paid is to be accreted into interest income over the remaining life of the receivable (accretable yield). Over the life of the Fee Award, First Southwest will continue to estimate cash flows expected to be collected and evaluate the receivable for possible impairment.

Premises and Equipment

        Premises and equipment are stated at cost less accumulated depreciation and amortization computed principally on the straight-line method over the estimated useful lives of the assets, which range between 3 and 40 years. Gains or losses on disposals of premises and equipment are included in results of operations.

12



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

Other Real Estate Owned

        Real estate acquired through foreclosure is included in other real estate owned and is carried at management's estimate of fair value less costs to sell. Any excess of recorded investment over fair value less cost to sell is charged against the allowance for loan losses when property is initially transferred to other real estate. Subsequent to the initial transfer to other real estate, valuation adjustments are charged against earnings. Valuation adjustments, revenue and expenses from operations of the properties and resulting gains or losses on sale are included in repossession and foreclosure expense.

Goodwill

        Goodwill, which represents the excess of cost over the fair value of the net assets of an acquired business, is allocated to reporting units and tested for impairment annually, as of October 1, or whenever events or changes in circumstances indicate that the carrying amount should be assessed. Prior to testing goodwill for impairment, PlainsCapital has the option to assess on a qualitative basis whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If PlainsCapital determines, based on its assessment of qualitative factors that it is more likely than not that fair value of a reporting unit is less than its carrying amount, PlainsCapital will proceed to test goodwill for impairment. Impairment, if any, for goodwill is recognized as a permanent charge to noninterest expense. There were no such impairment charges in 2011, 2010 or 2009.

Intangibles and Other Long-Lived Assets

        Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. PlainsCapital's intangible assets primarily relate to customer relationships. Intangible assets with definite useful lives are generally amortized on the straight-line method over their estimated lives, although certain intangibles, including customer relationships, are amortized on an accelerated basis. Amortization of intangible assets is recorded in other noninterest expense. Intangible assets with indefinite useful lives are not amortized until their lives are determined to be definite. Intangible assets, premises and equipment, and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value. There were no such impairment charges in 2011, 2010 or 2009.

Derivative Financial Instruments

        PlainsCapital's hedging policies permit the use of various derivative financial instruments to manage interest rate risk or to hedge specified assets and liabilities. In addition, PrimeLending executes interest rate lock commitments ("IRLCs") with its customers that allow those customers to make mortgage loans at agreed upon rates. IRLCs meet the definition of a derivative under the provisions of the Derivatives and Hedging Topic of the ASC.

        Derivatives are recorded at fair value on PlainsCapital's consolidated balance sheet. To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure

13



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

being hedged and must be designated as a hedge at the inception of the derivative contract. If derivative instruments are designated as hedges of fair values, the change in the fair value of both the derivative instrument and the hedged item are included in current earnings. Changes in the fair value of derivatives designated as hedges of cash flows are recorded in other comprehensive income. Actual cash receipts and/or payments and related accruals on derivatives related to hedges are recorded as adjustments to the line item where the hedged item's effect on earnings is recorded.

        During the life of the hedge, PlainsCapital formally assesses whether derivatives designated as hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If PlainsCapital determines that a hedge has ceased to be highly effective, PlainsCapital will discontinue hedge accounting prospectively. At such time, previous adjustments to the carrying value of the hedged item would be reversed into earnings, amounts recorded in other comprehensive income would be reclassified into earnings, the derivative instrument would be recorded at fair value and future changes in fair value would be reported in earnings.

Loss Contingencies

        Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

Share-Based Compensation

        As of December 31, 2011, PlainsCapital and its subsidiaries had two open incentive plans that allow grants of various share-based awards. The plans are described in Note 15. Compensation cost recognized for all share-based payments is based on the grant-date fair value estimated by application of the provisions of the Compensation Topic of the ASC. Certain unvested restricted stock grants are subject to ratable vesting over a period of years. Costs associated with such grants are recognized on a straight line basis over the appropriate vesting period.

Advertising

        Advertising costs are expensed as incurred. Advertising expense totaled approximately $3.1 million, $2.8 million and $1.4 million in 2011, 2010 and 2009, respectively.

Income Taxes

        The provision for income tax includes taxes currently payable and deferred taxes arising from the difference in basis of assets and liabilities for financial statement and tax purposes. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. Current and deferred tax estimates are adjusted to the corporate federal and state income tax returns when the returns are filed in the third quarter of the subsequent year. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the income tax provision. PlainsCapital files a consolidated federal income tax return. Interest and penalties incurred related to tax matters are charged to other interest expense or other noninterest expense, respectively.

14



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

        Benefits from uncertain tax positions are recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority having full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of cumulative benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold are recognized in the reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the reporting period in which that threshold is no longer met. The Company has not recorded any significant liabilities for uncertain tax positions.

Earnings per Common Share

        PlainsCapital uses the two-class method prescribed by the Earnings Per Share Topic of the ASC to compute earnings per common share. The ASC provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per common share pursuant to the two-class method. Accordingly PlainsCapital includes both shares of unvested restricted stock outstanding and shares of PlainsCapital stock held in escrow pending the resolution of contingencies with respect to the First Southwest acquisition in participating securities for the purposes of computing earnings per common share.

Cash Flow Reporting

        For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents are defined as the amount included in the consolidated balance sheets caption "Cash and due from banks" and the portion of the amount in the caption "Federal funds sold and securities purchased under agreements to resell" that represents federal funds sold. Cash equivalents have original maturities of three months or less.

Comprehensive Income (Loss)

        PlainsCapital's comprehensive income (loss) consists of its net income and unrealized holding gains (losses) on its securities, including securities for which the credit portion of an OTTI has been recognized in earnings, investments held in trust for the Supplemental Executive Pension Plan and derivative instruments designated as cash flow hedges.

15



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

1. Summary of Significant Accounting and Reporting Policies (Continued)

        The components of accumulated other comprehensive income (loss) ("AOCI") as of December 31, 2011, 2010 and 2009 are shown in the following table (in thousands, net of taxes):

 
  2011   2010   2009  

Unrealized gain (loss) on securities available for sale

  $ 5,718   $ (877 ) $ (721 )

Unrealized loss on securities for which the credit portion of an OTTI has been recognized in earnings

    (1,428 )        

Unrealized gain on securities held in trust for the Supplemental Executive Pension Plan

    297     551     294  

Unrealized gain on customer-related cash flow hedges

        45     127  
               

  $ 4,587   $ (281 ) $ (300 )
               

Other

        Certain items in the 2010 and 2009 financial statements have been reclassified to conform to the 2011 presentation. PlainsCapital has evaluated subsequent events for potential recognition and/or disclosure through March 16, 2012.

2. Securities

        The amortized cost and fair value of securities, excluding trading securities, as of December 31, 2011 and 2010 are summarized as follows (in thousands):

 
  Available for Sale  
 
   
  Recognized in AOCI    
 
 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  OTTI   Fair Value  

As of December 31, 2011

                               

U. S. government agencies

                               

Bonds

  $ 183,191   $ 659   $   $   $ 183,850  

Mortgage-backed securities

    33,897     2,456     (83 )       36,270  

Collateralized mortgage obligations

    260,878     2,284     (1,084 )       262,078  

States and political subdivisions

    69,779     4,613     (48 )       74,344  

Auction rate bonds

    46,542             (1,998 )   44,544  
                       

Totals

  $ 594,287   $ 10,012   $ (1,215 ) $ (1,998 ) $ 601,086  
                       

As of December 31, 2010

                               

U. S. government agencies

                               

Bonds

  $ 30,000   $ 5   $ (46 ) $   $ 29,959  

Mortgage-backed securities

    18,907     410     (473 )       18,844  

Collateralized mortgage obligations

    507,536     2,364     (2,131 )       507,769  

States and political subdivisions

    35,209     43     (1,042 )       34,210  

Auction rate bonds

    22,936         (482 )       22,454  
                       

Totals

  $ 614,588   $ 2,822   $ (4,174 ) $   $ 613,236  
                       

16



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

2. Securities (Continued)

 

 
  Held to Maturity  
 
  Amortized
Cost
  OTTI
Unrealized Loss
Recognized in AOCI
  Carrying Value   Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair Value  

As of December 31, 2011

                                     

U. S. government agencies

                                     

Mortgage-backed securities

  $ 6,639   $   $ 6,639   $ 547   $ (6 ) $ 7,180  

Collateralized mortgage obligations

    15,974         15,974     419     (88 )   16,305  

States and political subdivisions

    111,924         111,924     7,209     (10 )   119,123  

Auction rate bonds

    45,372     (199 )   45,173     955         46,128  
                           

Totals

  $ 179,909   $ (199 ) $ 179,710   $ 9,130   $ (104 ) $ 188,736  
                           

As of December 31, 2010

                                     

U. S. government agencies

                                     

Mortgage-backed securities

  $ 10,369   $   $ 10,369   $ 677   $ (8 ) $ 11,038  

Collateralized mortgage obligations

    28,169         28,169     615     (101 )   28,683  

States and political subdivisions

    120,348         120,348     1,758     (2,497 )   119,609  

Auction rate bonds

    74,027         74,027     644     (5,271 )   69,400  
                           

Totals

  $ 232,913   $   $ 232,913   $ 3,694   $ (7,877 ) $ 228,730  
                           

        During the first quarter of 2011, subordinated auction rate bonds with a net carrying amount of $28.6 million were transferred from held to maturity to available for sale in response to a downgrade in their credit rating from investment grade to below investment grade. The net carrying amount of the transferred securities included an unrealized loss of $5.1 million that was included, net of tax, in accumulated other comprehensive loss as of March 31, 2011, reducing shareholders' equity.

        During the third quarter of 2011, these transferred securities, as well as the other auction rate bonds held by PlainsCapital Bank, were placed on Negative Watch by one of the rating agencies. After further analysis, PlainsCapital Bank determined that all of the auction rate bonds whose fair value was less than amortized cost had incurred other-than-temporary impairment. In order to determine the amount of the OTTI, PlainsCapital Bank evaluated the historical and projected performance of the underlying student loan collateral, the extent of the government guarantee, expenses associated with the trust that issued the securities, the expected cash flows from the transferred securities and other factors. As a result of this evaluation, PlainsCapital Bank determined that it incurred OTTI of approximately $7.5 million on auction rate bonds for the year ended December 31, 2011. The credit-related portion of the OTTI, calculated as the difference between the securities' amortized cost basis and the present value of the securities' expected future cash flows, was approximately $5.3 million and was recorded in operating results during 2011. The remaining $2.2 million of the OTTI has been recognized in other comprehensive income.

17



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

2. Securities (Continued)

        Information regarding securities held by PlainsCapital Bank, including those for which the credit-related portion of an OTTI has been recorded in earnings, that were in an unrealized loss position, as of December 31, 2011 and December 31, 2010 is shown in the following tables (dollars in thousands):

 
  As of December 31, 2011   As of December 31, 2010  
 
  Number of
Securities
  Fair Value   Unrealized
Losses
  Number of
Securities
  Fair Value   Unrealized
Losses
 

Available for sale

                                     

U. S. government agencies

                                     

Bonds

                                     

Unrealized loss for less than twelve months

      $   $     2   $ 19,954   $ 46  

Unrealized loss for more than twelve months

                         
                           

                2     19,954     46  

Mortgage-backed securities

                                     

Unrealized loss for less than twelve months

                3     7,670     473  

Unrealized loss for more than twelve months

    1     4,404     83              
                           

    1     4,404     83     3     7,670     473  

Collateralized mortgage obligations

                                     

Unrealized loss for less than twelve months

    15     106,887     1,083     17     232,135     2,131  

Unrealized loss for more than twelve months

    1     552     1              
                           

    16     107,439     1,084     17     232,135     2,131  

States and political subdivisions

                                     

Unrealized loss for less than twelve months

    3     635     13     17     20,126     1,042  

Unrealized loss for more than twelve months

    4     4,380     35              
                           

    7     5,015     48     17     20,126     1,042  

Auction rate bonds

                                     

Unrealized loss for less than twelve months

                         

Unrealized loss for more than twelve months

    3     44,544     1,998     1     22,454     482  
                           

    3     44,544     1,998     1     22,454     482  

Total available for sale

                                     

Unrealized loss for less than twelve months

    18     107,522     1,096     39     279,885     3,692  

Unrealized loss for more than twelve months

    9     53,880     2,117     1     22,454     482  
                           

    27   $ 161,402   $ 3,213     40   $ 302,339   $ 4,174  
                           

18



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

2. Securities (Continued)

 
  As of December 31, 2011   As of December 31, 2010  
 
  Number of
Securities
  Fair Value   Unrealized
Losses
  Number of
Securities
  Fair Value   Unrealized
Losses
 

Held to maturity

                                     

U. S. government agencies

                                     

Mortgage-backed securities

                                     

Unrealized loss for less than twelve months

    1   $ 491   $ 6     1   $ 1,577   $ 1  

Unrealized loss for more than twelve months

                1     495     7  
                           

    1     491     6     2     2,072     8  

Collateralized mortgage obligations

                                     

Unrealized loss for less than twelve months

    1     5,337     88     1     6,641     101  

Unrealized loss for more than twelve months

                         
                           

    1     5,337     88     1     6,641     101  

States and political subdivisions

                                     

Unrealized loss for less than twelve months

                95     50,518     1,996  

Unrealized loss for more than twelve months

    6     2,498     10     15     5,420     501  
                           

    6     2,498     10     110     55,938     2,497  

Auction rate bonds

                                     

Unrealized loss for less than twelve months

                2     10,239     227  

Unrealized loss for more than twelve months

    2     10,081     199     2     23,474     5,044  
                           

    2     10,081     199     4     33,713     5,271  

Total held to maturity

                                     

Unrealized loss for less than twelve months

    2     5,828     94     99     68,975     2,325  

Unrealized loss for more than twelve months

    8     12,579     209     18     29,389     5,552  
                           

    10   $ 18,407   $ 303     117   $ 98,364   $ 7,877  
                           

        As noted above, PlainsCapital Bank has incurred OTTI on securities classified both as held to maturity and available for sale. Subject to the discussion of OTTI above, management has the intent and ability to hold the securities classified as held to maturity until they mature, at which time PlainsCapital Bank expects to receive full value for the securities. As of December 31, 2011, management does not intend to sell any of the securities classified as available for sale in the previous table and believes that it is more likely than not that PlainsCapital Bank will not have to sell any such securities before a recovery of cost. As of December 31, 2011 and 2010, the securities included in the previous table represented 22.77% and 47.59%, respectively, of the fair value of PlainsCapital Bank's securities portfolio. As of December 31, 2011 and 2010, total impairment represented 1.96% and

19



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

2. Securities (Continued)

3.01%, respectively, of the fair value of the underlying securities, and 0.45% and 1.43%, respectively, of the fair value of PlainsCapital Bank's securities portfolio. Management believes the other impairments detailed in the table are temporary and relate primarily to changes in interest rates and liquidity as of December 31, 2011.

        The following table provides details regarding the amounts of credit-related OTTI recognized in earnings (in thousands):

 
  December 31,
2011
 

Balance at beginning of period

  $  

Additions for credit-related OTTI not previously recognized

    5,305  
       

Balance at end of period

  $ 5,305  
       

        The amortized cost and fair value of securities, excluding trading securities, as of December 31, 2011, are shown by contractual maturity below (in thousands):

 
  Securities Available
for Sale
  Securities Held to
Maturity
 
 
  Amortized
Cost
  Fair Value   Carrying
Value
  Fair Value  

Due in one year or less

  $ 915   $ 925   $ 1,822   $ 1,842  

Due after one year through five years

    12,986     13,187     3,406     3,521  

Due after five years through ten years

    31,290     31,417     15,522     16,307  

Due after ten years

    254,321     257,209     136,347     143,581  
                   

    299,512     302,738     157,097     165,251  

Mortgage-backed securities

   
33,897
   
36,270
   
6,639
   
7,180
 

Collateralized mortgage obligations

    260,878     262,078     15,974     16,305  
                   

  $ 594,287   $ 601,086   $ 179,710   $ 188,736  
                   

        For the years ended December 31, 2011, 2010, and 2009, PlainsCapital Bank received proceeds from the sale of available for sale securities of $223.5 million, $191.8 million, and $45.9 million, respectively, and realized gross gains of $1.5 million, $2.0 million, and $0.3 million, respectively. PlainsCapital Bank determines the cost of securities sold by specific identification.

        FSC realized net gains from its trading securities portfolio of $4.0 million, $1.7 million and $1.0 million for the years ended December 31, 2011, 2010 and 2011, respectively. The net gains are recorded as a component of other noninterest income.

        Securities with a carrying amount of approximately $685.9 million and $624.4 million as of December 31, 2011 and 2010, respectively (with a fair value of approximately $701.8 million and $623.6 million, respectively), were pledged to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law. In addition, PlainsCapital Bank had secured a letter of credit from the Federal Home Loan Bank

20



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

2. Securities (Continued)

("FHLB") in the amount of $60.0 million as of December 31, 2010 in lieu of pledging securities to secure certain public deposits.

        Mortgage-backed securities and collateralized mortgage obligations consist principally of Government National Mortgage Association ("GNMA"), Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC") pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States.

3. Loans and Allowance for Loan Losses

        Loans summarized by category as of December 31, 2011 and 2010, are as follows (in thousands):

 
  2011   2010  

Commercial and industrial

             

Commercial

  $ 1,473,564   $ 1,299,654  

Lease financing

    32,604     50,216  

Securities (primarily margin loans)

    319,895     289,351  

Real estate

    1,221,726     1,112,402  

Construction and land development

    273,949     343,920  

Consumer

    29,429     42,627  
           

    3,351,167     3,138,170  

Allowance for loan losses

    (67,495 )   (65,169 )
           

  $ 3,283,672   $ 3,073,001  
           

        PlainsCapital has lending policies in place with the goal of establishing an asset portfolio that will provide a return on shareholders' equity sufficient to maintain capital to assets ratios that meet or exceed established regulatory guidelines. Loans are underwritten with careful consideration of the borrower's financial condition, the specific purpose of the loan, the primary sources of repayment and any collateral pledged to secure the loan.

        Underwriting procedures address financial components based on the size or complexity of the credit. The financial components include but are not limited to current and projected global cash flows, shock analysis and/or stress testing, and trends in appropriate balance sheet and income statement ratios. Collateral analysis includes a complete description of the collateral, as well as determining values, monitoring requirements, loan to value ratios, concentration risk, appraisal requirements and other information relevant to the collateral being pledged. Guarantor analysis includes liquidity and global cash flow analysis based on the significance the guarantors are expected to serve as secondary repayment sources. PlainsCapital's underwriting standards are governed by adherence to its loan policy. The loan policy provides for specific guidelines by portfolio segment, including commercial and industrial, real estate, construction and land development, and consumer loans. Within each individual portfolio segment, permissible and impermissible loan types are explicitly outlined. Within the loan types, minimum requirements for the underwriting factors listed above are provided.

21



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

        PlainsCapital maintains an independent loan review department that reviews credit risk in response to both external and internal factors that potentially impact the performance of either individual loans or the overall loan portfolio. The loan review process reviews the creditworthiness of borrowers and determines compliance with the loan policy. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel. Results of these reviews are presented to management and PlainsCapital Bank's Board of Directors.

        Impaired loans exhibit a clear indication that the borrower's cash flow may not be sufficient to meet principal and interest payments, which is generally when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Impaired loans include non-accrual loans, troubled debt restructurings ("TDRs") and partially charged-off loans. Impaired loans as of December 31, 2011 and 2010 are summarized by class in the following tables (in thousands):

 
  Unpaid
Contractual
Principal Balance
  Recorded
Investment with
No Allowance
  Recorded
Investment with
Allowance
  Total
Recorded
Investment
  Related
Allowance
  Average
Recorded
Investment
 

As of December 31, 2011

                                     

Commercial and industrial

                                     

Secured by receivables

  $ 13,991   $ 11,037   $ 1,869   $ 12,906   $ 392   $ 14,275  

Secured by equipment

    263     263         263         569  

Unsecured

    6,753     192     2,561     2,753     837     1,431  

Lease financing

    1,561     1,561         1,561         3,795  

All other commercial and industrial

    2,848     1,963     885     2,848         5,384  

Real estate

                                     

Secured by commercial properties

    32,888     16,547     12,035     28,582     2,664     22,570  

Secured by residential properties

    10,812     9,519         9,519         9,720  

Construction and land development

                                     

Residential construction loans

    1,662     1,662         1,662         1,747  

Commercial construction loans and land development          

    28,547     6,690     17,920     24,610     4,894     41,064  

Consumer

                        18  
                           

  $ 99,325   $ 49,434   $ 35,270   $ 84,704   $ 8,787   $ 100,573  
                           

22



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

 
  Unpaid
Contractual
Principal Balance
  Recorded
Investment with
No Allowance
  Recorded
Investment with
Allowance
  Total
Recorded
Investment
  Related
Allowance
  Average
Recorded
Investment
 

As of December 31, 2010

                                     

Commercial and industrial

                                     

Secured by receivables

  $ 24,036   $ 11,301   $ 4,343   $ 15,644   $ 2,089   $ 29,670  

Secured by equipment

    3,290     638     237     875     57     2,783  

Unsecured

    4,148     109         109         227  

Lease financing

    6,028     6,028         6,028         5,607  

All other commercial and industrial

    7,920     4,811     3,109     7,920     2,507     13,989  

Real estate

                                     

Secured by commercial properties

    19,039     16,427     130     16,557     1     8,417  

Secured by residential properties

    10,420     6,840     3,080     9,920     417     9,472  

Construction and land development

                                     

Residential construction loans

    1,831     1,831         1,831         1,094  

Commercial construction loans and land development          

    70,801     36,430     21,087     57,517     3,724     33,728  

Consumer

    35     35         35         1  
                           

  $ 147,548   $ 84,450   $ 31,986   $ 116,436   $ 8,795   $ 104,988  
                           

        Interest income recorded on accruing impaired loans was approximately $ 0.5 million and $1.9 million for the years ended December 31, 2011 and 2010, respectively. Interest income recorded on non-accrual loans in 2011, 2010 and 2009 was nominal. As of December 31, 2011, PlainsCapital had no unadvanced commitments to borrowers whose loans have been restructured in troubled debt restructurings.

23



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

        Non-accrual loans as of December 31, 2011 and 2010 are summarized by class in the following table (in thousands):

 
  2011   2010  

Commercial and industrial

             

Secured by receivables

  $ 12,707   $ 7,580  

Secured by equipment

    263     875  

Unsecured

    2,720     64  

Lease financing

    1,561     6,028  

All other commercial and industrial

    1,000     3,740  

Real estate

             

Secured by commercial properties

    26,611     4,426  

Secured by residential properties

    4,612     3,609  

Construction and land development

             

Residential construction loans

    1,465     199  

Commercial construction loans and land development

    24,376     57,423  

Consumer

        27  
           

  $ 75,315   $ 83,971  
           

        The average aggregate balance of non-accrual loans in 2009 was approximately $55.4 million.

        PlainsCapital classifies loan modifications as TDRs when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. PlainsCapital modifies loans by reducing interest rates and/or lengthening loan amortization schedules. PlainsCapital also reconfigures a single loan into two or more loans ("A/B Note"). The typical A/B Note restructure results in a "bad" loan which is charged off and a "good" loan or loans the terms of which comply with PlainsCapital Bank's customary underwriting policies. The debt charged off on the "bad" loan is not forgiven to the debtor.

24



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

        For the year ended December 31, 2011, information regarding TDRs granted is shown in the following table (in thousands):

 
  Recorded Investment in Loans Modified by  
 
  A/B Note   Interest Rate
Adjustment
  Payment Term
Extension
  Total
Modifications
 

Year Ended December 31, 2011

                         

Commercial and industrial

                         

Secured by receivables

  $   $   $   $  

Secured by equipment

                 

Unsecured

            2,561     2,561  

Lease financing

                 

All other commercial and industrial

    241         1,606     1,847  

Real estate

                 

Secured by commercial properties

                 

Secured by residential properties

    200     645     775     1,620  

Construction and land development

                 

Residential construction loans

                 

Commercial construction loans and land development

    234             234  

Consumer

                 
                   

  $ 675   $ 645   $ 4,942   $ 6,262  
                   

        The reduction in interest income over the remaining contractual life of TDRs granted during the year ended December 31, 2011 was not significant. None of the TDR's granted during the twelve months preceding December 31, 2011 had a payment that was at least 30 days past due in the year ended December 31, 2011.

25



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

        An analysis of the aging of PlainsCapital's loan portfolio as of December 31, 2011 and 2010 is shown in the following table (in thousands):

 
  Loans Past Due
30 - 89 Days
  Loans Past Due
90 Days or More
  Total
Past Due Loans
  Current
Loans
  Total
Loans
  Accruing Loans
Past Due
90 Days or More
 

As of December 31, 2011

                                     

Commercial and industrial

                                     

Secured by receivables

  $ 2,168   $ 7,961   $ 10,129   $ 685,075   $ 695,204   $  

Secured by equipment

    1,151     218     1,369     133,290     134,659      

Unsecured

    34     8     42     113,481     113,523      

Lease financing

    2,965     1,561     4,526     28,078     32,604      

All other commercial and industrial

    5,119     968     6,087     843,986     850,073      

Real estate

                                     

Secured by commercial properties

    531     19,105     19,636     921,613     941,249      

Secured by residential properties

    3,604     3,924     7,528     272,949     280,477      

Construction and land development

                                     

Residential construction loans

    1,745         1,745     46,810     48,555      

Commercial construction loans and land development

    43     24,164     24,207     201,187     225,394      

Consumer

    79         79     29,350     29,429      
                           

  $ 17,439   $ 57,909   $ 75,348   $ 3,275,819   $ 3,351,167   $  
                           

26



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)


 
  Loans Past Due
30 - 89 Days
  Loans Past Due
90 Days or More
  Total
Past Due Loans
  Current
Loans
  Total
Loans
  Accruing Loans
Past Due
90 Days or More
 

As of December 31, 2010

                                     

Commercial and industrial

                                     

Secured by receivables

  $ 3,630   $ 3,655   $ 7,285   $ 648,856   $ 656,141   $  

Secured by equipment

    1,092     287     1,379     121,011     122,390      

Unsecured

    15         15     92,812     92,827      

Lease financing

    2,204     5,343     7,547     42,669     50,216     71  

All other commercial and industrial

    265     2,778     3,043     714,604     717,647      

Real estate

                                     

Secured by commercial properties

    5,834     1,768     7,602     862,521     870,123     395  

Secured by residential properties

    4,017     1,286     5,303     236,976     242,279      

Construction and land development

                                     

Residential construction loans

    23         23     55,414     55,437      

Commercial construction loans and land development

    8,492     21,433     29,925     258,558     288,483      

Consumer

    149         149     42,478     42,627      
                           

  $ 25,721   $ 36,550   $ 62,271   $ 3,075,899   $ 3,138,170   $ 466  
                           

        Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, (iv) net charge-offs, and (v) general economic conditions in the state and local markets.

        PlainsCapital utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio. A risk rating is assigned based on an assessment of the borrower's management, collateral position, financial capacity, and economic factors. The general characteristics of the various risk grades are described below.

        Pass—"Pass" loans present a range of acceptable risks to PlainsCapital Bank. Loans that would be considered virtually risk-free are rated Pass—low risk. Loans that exhibit sound standards based on the grading factors above and present a reasonable risk to PlainsCapital Bank are rated Pass—normal risk. Loans that exhibit a minor weakness in one or more of the grading criteria but still present an acceptable risk to PlainsCapital Bank are rated Pass—high risk.

        Special Mention—A "Special Mention" asset has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the asset and weaken PlainsCapital Bank's credit position at some future date.

27



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

Special Mention assets are not adversely classified and do not expose PlainsCapital Bank to sufficient risk to require adverse classification.

        Substandard—"Substandard" loans are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that PlainsCapital Bank will sustain some loss if the deficiencies are not corrected. Many substandard loans are considered impaired.

        The following tables present the internal risk grades of loans, as previously described, in the portfolio as of December 31, 2011 and 2010 by class (in thousands):

 
  Pass   Special Mention   Substandard   Total  

As of December 31, 2011

                         

Commercial and industrial

                         

Secured by receivables

  $ 661,269   $ 1,501   $ 32,434   $ 695,204  

Secured by equipment

    132,344         2,315     134,659  

Unsecured

    110,287         3,236     113,523  

Lease financing

    28,530         4,074     32,604  

All other commercial and industrial          

    826,138     241     23,694     850,073  

Real estate

                         

Secured by commercial properties          

    908,267     272     32,710     941,249  

Secured by residential properties

    271,533     544     8,400     280,477  

Construction and land development

                         

Residential construction loans

    47,090         1,465     48,555  

Commercial construction loans and land development

    194,664     2,736     27,994     225,394  

Consumer

    29,429             29,429  
                   

  $ 3,209,551   $ 5,294   $ 136,322   $ 3,351,167  
                   

28



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

 

 
  Pass   Special Mention   Substandard   Total  

As of December 31, 2010

                         

Commercial and industrial

                         

Secured by receivables

  $ 628,464   $ 11,636   $ 16,041   $ 656,141  

Secured by equipment

    119,948     321     2,121     122,390  

Unsecured

    91,654         1,173     92,827  

Lease financing

    42,285         7,931     50,216  

All other commercial and industrial          

    697,938     16,223     3,486     717,647  

Real estate

                         

Secured by commercial properties          

    834,940     13,078     22,105     870,123  

Secured by residential properties

    229,503     897     11,879     242,279  

Construction and land development

                         

Residential construction loans

    55,029     209     199     55,437  

Commercial construction loans and land development

    222,046     1,205     65,232     288,483  

Consumer

    42,536     40     51     42,627  
                   

  $ 2,964,343   $ 43,609   $ 130,218   $ 3,138,170  
                   

        Net investment in lease financing as of December 31, 2011 and 2010 is shown in the following table (in thousands):

 
  2011   2010  

Future minimum lease payments

  $ 33,565   $ 53,178  

Unguaranteed residual value

    136     139  

Guaranteed residual value

    2,333     2,096  

Initial direct costs, net of amortization

    79     166  

Unearned income

    (3,509 )   (5,363 )
           

  $ 32,604   $ 50,216  
           

        PlainsCapital expects to receive future minimum lease payments as follows (in thousands).

2012

  $ 15,782  

2013

    9,864  

2014

    4,043  

2015

    2,219  

2016

    1,451  

Thereafter

    206  
       

  $ 33,565  
       

        The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management's best estimate of probable losses inherent in the existing portfolio of loans. Management has responsibility for determining the level of the allowance for loan

29



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

losses, subject to review by the Audit Committee of PlainsCapital's Board of Directors and the Directors' Loan Review Committee of PlainsCapital Bank's Board of Directors.

        It is management's responsibility at the end of each quarter, or more frequently as deemed necessary, to analyze the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC. Estimated credit losses are the probable current amount of loans that PlainsCapital will be unable to collect given facts and circumstances as of the evaluation date. When management determines that a loan or portion thereof, is uncollectible, the loan, or portion thereof, is charged off against the allowance for loan losses. Any subsequent recovery of charged-off loans is added back to the allowance for loan losses.

        PlainsCapital has developed a methodology that seeks to determine an allowance within the scope of the Receivables and Contingencies Topics of the ASC. Each of the loans that has been determined to be impaired is within the scope of the Receivables Topic and is individually evaluated for impairment using one of three impairment measurement methods as of the evaluation date: (1) the present value of expected future discounted cash flows on the loan, (2) the loan's observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. Specific reserves are provided in PlainsCapital's estimate of the allowance based on the measurement of impairment under these three methods, except for collateral dependent loans, which require the fair value method. All non-impaired loans are within the scope of the Contingencies Topic. Estimates of loss for the Contingencies Topic are calculated based on historical loss experience by loan portfolio segment adjusted for changes in trends, conditions, and other relevant factors that affect repayment of loans as of the evaluation date. While historical loss experience provides a reasonable starting point for the analysis, historical losses, or recent trends in losses, are not the sole basis upon which to determine the appropriate level for the allowance for loan losses. Management considers recent qualitative or environmental factors that are likely to cause estimated credit losses associated with the existing portfolio to differ from historical loss experience, including but not limited to: changes in lending policies and procedures; changes in underwriting standards; changes in economic and business conditions and developments that affect the collectibility of the portfolio; the condition of various market segments; changes in the nature and volume of the portfolio and in the terms of loans; changes in lending management and staff; changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; changes in the loan review system; changes in the value of underlying collateral for collateral-dependent loans; and any concentrations of credit and changes in the level of such concentrations.

        PlainsCapital designs its loan review program to identify and monitor problem loans by maintaining a credit grading process, ensuring that timely and appropriate changes are made to the loans with assigned risk grades and coordinating the delivery of the information necessary to assess the appropriateness of the allowance for loan losses. Loans are evaluated for impairment when: (i) payments on the loan are delayed, typically by 90 days or more (unless the loan is both well secured and in the process of collection), (ii) the loan becomes classified, (iii) the loan is being reviewed in the normal course of the loan review scope, or (iv) the loan is identified by the servicing officer as a problem. PlainsCapital reviews on an individual basis all loan relationships over $0.5 million that exhibit

30



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

probable or observed credit weaknesses, the top 25 loan relationships by dollar amount in each market PlainsCapital serves, and additional relationships necessary to achieve adequate coverage of PlainsCapital's various lending markets.

        Homogeneous loans, such as consumer installment loans, residential mortgage loans and home equity loans, are not individually reviewed and are generally risk graded at the same levels. The risk grade and reserves are established for each homogeneous pool of loans based on the expected net charge-offs from current trends in delinquencies, losses or historical experience and general economic conditions. As of December 31, 2011, PlainsCapital had no material delinquencies in these types of loans.

        The allowance is subject to regulatory examinations and determinations as to appropriateness, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance.

        Changes in the allowance for loan losses, distributed by portfolio segment, were as follows (in thousands):

 
  Commercial and
Industrial
  Real Estate   Construction and
Land Development
  Consumer   Total  

Year Ended December 31, 2011

                               

Balance at beginning of period

  $ 41,687   $ 11,732   $ 11,227   $ 523   $ 65,169  

Provision charged to operations

    2,600     8,508     10,713     (64 )   21,757  

Loans charged off

    (9,978 )   (4,817 )   (8,877 )   (233 )   (23,905 )

Recoveries on charged off loans

    3,887     280     205     102     4,474  
                       

Balance at end of period

  $ 38,196   $ 15,703   $ 13,268   $ 328   $ 67,495  
                       

        Changes in the allowance for loan losses for the years ended December 31, 2010 and 2009 were as follows (in thousands):

 
  2010   2009  

Balance at beginning of period

  $ 52,092   $ 40,672  

Provision charged to operations

    83,226     66,673  

Loans charged off

    (71,949 )   (56,337 )

Recoveries on charged off loans

    1,800     1,084  
           

Balance at end of period

  $ 65,169   $ 52,092  
           

31



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

        As of December 31, 2011 and 2010, the loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands):

 
  Commercial and
Industrial
  Real Estate   Construction and
Land Development
  Consumer   Total  

As of December 31, 2011

                               

Loans individually evaluated for impairment

  $ 20,331   $ 38,101   $ 26,272   $   $ 84,704  

Loans collectively evaluated for impairment

    1,805,732     1,183,625     247,677     29,429     3,266,463  
                       

  $ 1,826,063   $ 1,221,726   $ 273,949   $ 29,429   $ 3,351,167  
                       

 

 
  Commercial and
Industrial
  Real Estate   Construction and
Land Development
  Consumer   Total  

As of December 31, 2010

                               

Loans individually evaluated for impairment

  $ 30,576   $ 26,477   $ 59,348   $ 35   $ 116,436  

Loans collectively evaluated for impairment

    1,608,645     1,085,925     284,572     42,592     3,021,734  
                       

  $ 1,639,221   $ 1,112,402   $ 343,920   $ 42,627   $ 3,138,170  
                       

        As of December 31, 2011 and 2010, the allowance for loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands):

 
  Commercial and
Industrial
  Real Estate   Construction and
Land Development
  Consumer   Total  

As of December 31, 2011

                               

Loans individually evaluated for impairment

  $ 1,229   $ 2,664   $ 4,894   $   $ 8,787  

Loans collectively evaluated for impairment

    36,967     13,039     8,374     328     58,708  
                       

  $ 38,196   $ 15,703   $ 13,268   $ 328   $ 67,495  
                       

 

 
  Commercial and
Industrial
  Real Estate   Construction and
Land Development
  Consumer   Unallocated  

As of December 31, 2010

                               

Loans individually evaluated for impairment

  $ 4,654   $ 417   $ 3,724   $   $ 8,795  

Loans collectively evaluated for impairment

    37,033     11,315     7,503     523     56,374  
                       

  $ 41,687   $ 11,732   $ 11,227   $ 523   $ 65,169  
                       

32



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

3. Loans and Allowance for Loan Losses (Continued)

        Net (charge-offs)/recoveries by portfolio segment for the years ended December 31, 2011 and 2010 are shown in the following table (in thousands):

 
  2011   2010  

Commercial and industrial

  $ (6,091 ) $ (42,114 )

Real estate

    (4,537 )   (9,270 )

Construction and land development

    (8,672 )   (18,594 )

Consumer

    (131 )   (171 )
           

  $ (19,431 ) $ (70,149 )
           

4. Premises and Equipment

        The cost and accumulated depreciation and amortization of premises and equipment as of December 31, 2011 and 2010, respectively, are summarized as follows (in thousands):

 
  2011   2010  

Land and premises

  $ 81,261   $ 65,386  

Furniture and equipment

    106,140     99,895  
           

    187,401     165,281  

Less accumulated depreciation and amortization

    (94,495 )   (85,098 )
           

  $ 92,906   $ 80,183  
           

        The amounts shown above include assets recorded under capital leases of $10.8 million and $10.7 million, net of accumulated amortization of $3.3 million and $2.6 million as of December 31, 2011 and 2010, respectively.

        Occupancy expense was reduced by rental income of approximately $1.3 million, $0.5 million and $0.5 million in 2011, 2010 and 2009, respectively. Depreciation and amortization expense on premises and equipment, which includes amortization of capital leases, amounted to $16.6 million, $15.2 million and $11.9 million in 2011, 2010 and 2009, respectively.

33



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

5. Goodwill and Other Intangible Assets

        The carrying amount of goodwill was $35.9 million as of December 31, 2011 and 2010.

        Other intangible assets as of December 31, 2011, were as follows (in thousands):

 
  Gross
Intangible
Assets
  Accumulated
Amortization
  Net
Intangible
Assets
 

Customer relationships

  $ 15,523   $ (4,989 ) $ 10,534  

Technology

    1,160     (1,160 )    

Trademark

    1,150     (345 )   805  

Core deposits

    520     (520 )    

Noncompete agreements

    90     (44 )   46  
               

  $ 18,443   $ (7,058 ) $ 11,385  
               

        Other intangible assets as of December 31, 2010, were as follows (in thousands):

 
  Gross
Intangible
Assets
  Accumulated
Amortization
  Net
Intangible
Assets
 

Customer relationships

  $ 15,523   $ (3,445 ) $ 12,078  

Technology

    1,160     (774 )   386  

Trademark

    1,150     (230 )   920  

Core deposits

    520     (520 )    

Noncompete agreements

    90     (33 )   57  
               

  $ 18,443   $ (5,002 ) $ 13,441  
               

        Other intangible assets are amortized over their estimated lives, which range from 3 to 15 years. Certain First Southwest intangibles, including customer relationships, are being amortized on an accelerated basis over a 15-year period. Amortization expense related to intangible assets for the years ended December 31, 2011, 2010 and 2009 was approximately $2.1 million, $2.2 million and $1.5 million, respectively. The estimated aggregate future amortization expense for intangible assets remaining as of December 31, 2011, is as follows (in thousands):

2012

  $ 1,550  

2013

    1,427  

2014

    1,305  

2015

    1,192  

2016

    1,076  

Thereafter

    4,835  
       

  $ 11,385  
       

34



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

6. Deposits

        Deposits as of December 31, 2011 and 2010 are summarized as follows (in thousands):

 
  2011   2010  

Noninterest-bearing demand

  $ 328,858   $ 256,372  

Interest-bearing:

             

NOW accounts

    117,395     61,800  

Money market

    2,090,172     1,416,816  

Brokered—money market

    224,925     374,972  

Demand

    53,650     71,547  

Savings

    171,088     167,398  

In foreign branches

        132,131  

Time—$100,000 and over

    840,837     817,956  

Time—other

    216,836     218,163  

Brokered—time

    202,445     401,304  
           

  $ 4,246,206   $ 3,918,459  
           

        As of December 31, 2011, the scheduled maturities of interest-bearing time deposits are as follows (in thousands):

2012

  $ 860,163  

2013

    204,167  

2014

    110,931  

2015

    9,913  

2016 and thereafter

    74,944  
       

  $ 1,260,118  
       

7. Short-term Borrowings

        Short-term borrowings as of December 31, 2011 and 2010 were as follows (in thousands):

 
  2011   2010  

Federal funds purchased

  $ 211,025   $ 134,675  

Securities sold under agreements to repurchase

    134,114     304,207  

Federal Home Loan Bank (FHLB) notes

    50,000     100,000  

Treasury tax and loan note option account

        3,002  

Short-term bank loans

    81,300     40,250  
           

  $ 476,439   $ 582,134  
           

        Federal funds purchased and securities sold under agreements to repurchase generally mature daily, on demand, or on some other short-term basis. PlainsCapital Bank and FSC execute transactions to sell securities under agreements to repurchase with both customers and broker-dealers. Securities involved in these transactions are held by PlainsCapital Bank, FSC or the dealer. Information concerning federal funds purchased and securities sold under agreements to repurchase for the years

35



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

7. Short-term Borrowings (Continued)

ended December 31, 2011, 2010 and 2009 is shown in the following table (dollar amounts in thousands):

 
  2011   2010   2009  

Average balance during the year

  $ 400,261   $ 260,540   $ 214,945  

Average interest rate during the year

    0.25 %   0.22 %   0.36 %

Maximum month-end balance during the year

  $ 520,004   $ 438,882   $ 332,989  

Average interest rate at year-end

    0.20 %   0.23 %   0.21 %

Securities underlying the agreements at year-end

                   

Carrying value

  $ 95,993   $ 276,284   $ 65,838  

Estimated fair value

  $ 142,866   $ 336,317   $ 67,075  

        The estimated fair value of securities underlying repurchase agreements above includes approximately $46.8 million of securities owned by FSC customers and pledged to FSC as collateral for margin loans as of December 31, 2011. FSC is permitted to sell or re-pledge customer securities held as collateral for margin loans under the terms of the margin loan agreements between FSC and its customers.

        FHLB notes mature over terms not exceeding 365 days and are secured by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. As of December 31, 2011, PlainsCapital Bank had available collateral of $1.1 billion, substantially all of which was blanket collateral. Other information regarding FHLB notes for the years ended December 31, 2011, 2010 and 2009 is shown in the following table (dollar amounts in thousands):

 
  2011   2010   2009  

Average balance during the year

  $ 25,178   $ 202,945   $ 218,356  

Average interest rate during the year

    0.35 %   0.61 %   0.63 %

Maximum month-end balance during the year

  $ 50,000   $ 350,000   $ 375,000  

Average interest rate at year-end

    0.10 %   0.43 %   0.75 %

        FSC uses short-term bank loans periodically to finance securities owned, customers' margin accounts and underwriting activities. Interest on the borrowings varies with the federal funds rate. The weighted average interest rate on the borrowings as of December 31, 2011 and 2010 were 1.33% and 1.50%, respectively.

36



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

8. Notes Payable

        Notes payable as of December 31, 2011 and 2010, consisted of the following (in thousands):

 
  December 31,
2011
  December 31,
2010
 

Term note with JPMorgan Chase, due July 31, 2012. Principal payments of $0.9 million and interest are payable quarterly. 

  $ 15,930   $ 17,700  

Revolving credit line with JPMorgan Chase not to exceed $5.0 million. Facility matures July 31, 2012 with interest payable quarterly. 

    5,000     1,000  

Term note with JPMorgan Chase, due July 31, 2011. Principal payments of $1.9 million and interest are payable quarterly. 

        5,738  

Term note with JPMorgan Chase, due July 31, 2012. Principal payments of $0.5 million and interest are payable semi-annually. 

    2,500     3,000  

Term note with JPMorgan Chase, due October 27, 2015. Principal payments of $25,000 and interest are payable quarterly. 

    450     500  

Subordinated note with JPMorgan Chase, not to exceed $20 million. Facility matures October 27, 2015 with principal payments of $1.0 million and interest payable quarterly. 

    18,000     20,000  

First Southwest nonrecourse notes, due January 25, 2035 with interest payable quarterly. 

    13,086     15,838  
           

  $ 54,966   $ 63,776  
           

        The agreements underlying the JPMorgan Chase Bank, N.A. debt include certain restrictive covenants, including limitations on the ability to incur additional debt, limitations on the disposition of assets and requirements to maintain various financial ratios, including a non-performing asset ratio, at acceptable levels.

        In July 2011, PlainsCapital made the final payment of $1.9 million on its term note with JPMorgan Chase Bank, N.A. that was scheduled to mature on July 31, 2011.

        The previous table reflects July 2011 amendments ("July 2011 Amendments") to loan agreements between PlainsCapital and JPMorgan Chase Bank, N.A. governing PlainsCapital's existing line of credit and term notes. The July 2011 Amendments converted PlainsCapital's $17.7 million revolving line of credit to a term note, extended the maturity of PlainsCapital's remaining line of credit and term notes expiring July 31, 2011 to July 31, 2012 and, where applicable, decreased the acceptable non-performing asset ratio for PlainsCapital Bank from 4.50% to 4.00%, effective beginning September 30, 2011. As of December 31, 2011, PlainsCapital Bank's non-performing asset ratio was in compliance with the non-performing asset ratio covenant.

37



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

8. Notes Payable (Continued)

        The revolving credit facility maturing in July 2012 and the term notes due July 2012 and October 2015 bear interest at LIBOR plus 2.75%. The weighted-average rate on those borrowings was 3.18% as of December 31, 2011. These debt instruments are collateralized by the outstanding stock of PlainsCapital Bank.

        Advances under the subordinated note maturing in October 2015 bear interest at LIBOR plus 5.00%. The subordinated note is not collateralized. The rate on each of the outstanding advances under the subordinated note as of December 31, 2011 was 5.37%.

        In 2005, First Southwest participated in a monetization of future cash flows from the Fee Award totaling $95.3 million from several tobacco companies owed to a law firm under a settlement agreement. In connection with the transaction, a special purpose entity that is consolidated with First Southwest issued $30.3 million of nonrecourse notes to finance the purchase of the Fee Award, to establish a reserve account and to fund issuance costs. Cash flows from the settlement are the sole source of payment for the notes. The notes carry an interest rate of 8.58% that can increase to 10.08% under certain credit conditions.

        Scheduled maturities for notes payable outstanding as of December 31, 2011, are as follows (in thousands):

 
  PlainsCapital    
   
 
 
  JPMorgan Chase
Revolving
Lines
  JPMorgan Chase
Subordinated and
Term Notes
  Nonrecourse
Notes
  Total  

2012

  $ 5,000   $ 22,530   $   $ 27,530  

2013

        4,100         4,100  

2014

        4,100         4,100  

2015

        6,150         6,150  

2016 and thereafter

            13,086     13,086  
                   

  $ 5,000   $ 36,880   $ 13,086   $ 54,966  
                   

9. Junior Subordinated Debentures and Trust Preferred Securities

        PlainsCapital has four statutory Trusts, three of which were formed under the laws of the state of Connecticut and the fourth, PCC Statutory Trust IV, which was formed under the laws of the state of Delaware. The Trusts were created for the sole purpose of issuing and selling preferred securities and common securities, using the resulting proceeds to acquire junior subordinated debentures issued by PlainsCapital (the "Debentures"). Accordingly, the Debentures are the sole assets of the Trusts, and payments under the Debentures are the sole revenue of the Trusts. All of the common securities are owned by PlainsCapital; however, PlainsCapital is not the primary beneficiary of the Trusts. Accordingly, the Trusts are not included in PlainsCapital's consolidated financial statements.

        The Trusts have issued $65,000,000 of floating rate preferred securities and $2,012,000 of common securities and have invested the proceeds from the securities in floating rate Debentures of

38



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

9. Junior Subordinated Debentures and Trust Preferred Securities (Continued)

PlainsCapital. Information regarding the PlainsCapital Debentures is shown in the following table (amounts in thousands):

Investor
  Issue Date   Amount  

PCC Statutory Trust I

  July 31, 2001   $ 18,042  

PCC Statutory Trust II

  March 26, 2003   $ 18,042  

PCC Statutory Trust III

  September 17, 2003   $ 15,464  

PCC Statutory Trust IV

  February 22, 2008   $ 15,464  

        The stated term of the Debentures is 30 years with interest payable quarterly. The rate on the Debentures, which resets quarterly, is 3-month LIBOR plus an average spread of 3.22%. The total average interest rate as of December 31, 2011 was 3.75%. The term, rate and other features of the preferred securities are the same as the Debentures. PlainsCapital's obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee of the Trust's obligations under the preferred securities.

10. Income Taxes

        The income tax provision for 2011, 2010 and 2009 includes the following components (in thousands):

 
  2011   2010   2009  

Current provision

                   

Federal

  $ 25,794   $ 32,149   $ 13,645  

State

    2,260     1,363     (45 )
               

Total current provision

    28,054     33,512     13,600  

Deferred income taxes

                   

Federal

    2,300     (17,957 )   1,255  

State

    (286 )   (143 )    
               

    2,014     (18,100 )   1,255  
               

  $ 30,068   $ 15,412   $ 14,855  
               

39



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

10. Income Taxes (Continued)

        The differences between income taxes computed using the statutory federal income tax rate and that shown in the consolidated statement of income for 2011, 2010 and 2009 are summarized as follows (in thousands):

 
  2011   2010   2009  

Computed tax at federal statutory rate

  $ 29,720   $ 17,014   $ 16,241  

Increase (decrease) in taxes resulting from:

                   

Life insurance

    (137 )   (280 )   (151 )

Tax-exempt income, net

    (2,993 )   (2,529 )   (2,258 )

State income taxes

    1,283     1,363     (45 )

Nondeductible compensation

    1,409     991     474  

Cumulative deferred tax benefit

        (2,060 )    

Miscellaneous items

    786     913     594  
               

  $ 30,068   $ 15,412   $ 14,855  
               

        The 2010 cumulative deferred tax benefit shown above resulted from reconciling and adjusting PlainsCapital's deferred tax accounts to cumulative book-tax basis differences in various assets and liabilities. The tax benefit related primarily to PlainsCapital's lease financing business. The effects of the total benefit primarily related to years prior to 2008 and were not material to the financial position, results of operations or cash flows of PlainsCapital in any previously reported period.

        PlainsCapital files income tax returns in the U.S. federal jurisdiction and several U.S. state jurisdictions. PlainsCapital is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2008. PlainsCapital is currently under examination for the 2009 tax year by the U.S. federal income tax authorities. PlainsCapital does not anticipate any material adjustments to result from this examination. PlainsCapital does not anticipate any significant liabilities for uncertain tax positions to arise in the next twelve months.

40



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

10. Income Taxes (Continued)

        The components of the net deferred tax asset included in other assets as of December 31, 2011 and 2010 are summarized as follows (in thousands):

 
  2011   2010  

Deferred tax assets

             

Allowance for loan losses

  $ 24,249   $ 22,809  

Compensation and benefits

    7,721     4,845  

Indemnification agreements

    3,655     3,464  

Non-accrual loan interest

    866     2,557  

Loan fees

    1,192     672  

Franchise tax credit

    1,031     1,031  

Net other comprehensive income

        153  

Partnership investments

    2,144     1,358  

Foreclosed property

    2,328     607  

Other

    2,775     4,244  
           

    45,961     41,740  

Deferred tax liabilities

             

Premises and equipment

    (9,283 )   (6,430 )

Leases

    (578 )   (1,511 )

Intangible assets

    (4,128 )   (4,704 )

Derivatives

    (9,229 )   (4,975 )

Net other comprehensive income

    (2,543 )    

Other

    (790 )    
           

    (26,551 )   (17,620 )
           

Net deferred tax assets before valuation allowance for deferred tax assets

    19,410     24,120  

Valuation allowance for deferred tax assets

         
           

Net deferred tax assets

  $ 19,410   $ 24,120  
           

11. Employee Benefits

        PlainsCapital and its subsidiaries have benefit plans that provide for elective deferrals by employees under Section 401(k) of the Code. Employee contributions are determined by the level of employee participation and related salary levels per Internal Revenue Service regulations. PlainsCapital and its subsidiaries match a portion of employee contributions to the plan based on the level of normal operating earnings and the amount of eligible employees' contributions and salaries. The amount charged to operating expense for this matching contribution totaled $4.3 million in 2011, $3.7 million in 2010 and $2.7 million in 2009.

        In September 2004, PlainsCapital established the PlainsCapital Corporation Employee Stock Ownership Plan (the "ESOP"). Employees of PlainsCapital are eligible to participate in the ESOP, and employees of PlainsCapital's subsidiaries are also eligible to participate if their respective subsidiary has

41



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

11. Employee Benefits (Continued)

elected to participate. Contributions by participating employers to the ESOP are discretionary. The ESOP may borrow money to purchase shares of PlainsCapital. As contributions are made to the ESOP, and any debt is repaid, shares are released for allocation to participant accounts on a pro rata basis to the repayment of associated debt.

        As of December 31, 2011, the ESOP owned 1,613,019 shares of PlainsCapital stock, including 190,253 shares that are unearned. The estimated fair value of the unearned shares was $2.6 million ($14.00 per share, based on the most recent ESOP valuation as of December 31, 2011). As of December 31, 2010, the ESOP owned 1,632,635 shares of PlainsCapital stock, including 232,381 shares that were unearned. The estimated fair value of the unearned shares as of December 31, 2010 was $2.8 million ($11.87 per share, based on the ESOP valuation as of December 31, 2010).

        Interest expense on ESOP debt was $0.1 million for each of the years ended December 31, 2011, 2010 and 2009, respectively. PlainsCapital and its participating subsidiaries contributed $1.6 million, $1.6 million and $1.5 million to the ESOP for the years ended December 31, 2011, 2010 and 2009, respectively. PlainsCapital charges these contributions to noninterest expense.

        PlainsCapital Bank has a Supplemental Executive Pension Plan to provide additional benefits for certain key officers, which was adopted in 2001. Pursuant to the plan, PlainsCapital Bank is obligated to pay each participant or his beneficiaries a lump sum at such participant's retirement, death or disability. The estimated cost of the plan is being accrued over the period of active employment of the participants. As of December 31, 2011 and 2010, $11.4 million and $9.0 million, respectively, had been accrued as a liability for benefits payable under the plan. The amount charged to operations in 2011, 2010 and 2009 was $2.6 million, $2.1 million and $0.7 million, respectively. Benefit accruals are funded annually in a Rabbi Trust in the first quarter following year-end. The assets of the Rabbi Trust consist primarily of marketable equity securities. As of December 31, 2011 and 2010, the assets of the Rabbi Trust are included in other assets at a fair value of $7.3 million and $6.7 million, respectively.

        PlainsCapital Bank purchased $15.0 million of flexible premium universal life insurance in 2001 to help finance the annual expense incurred in providing various employee benefits. As of December 31, 2011 and 2010, the carrying value of the policies included in other assets was $22.1 million and $21.4 million, respectively. For the years ended December 31, 2011, 2010 and 2009, PlainsCapital Bank recorded income of $0.7 million, $1.0 million, and $0.7 million related to the policies that was reported in other noninterest income.

12. Related Party Transactions

        In the ordinary course of business, PlainsCapital Bank has granted loans to certain directors, executive officers and their affiliates (collectively referred to as related parties) totaling $28.6 million as of December 31, 2011 and $8.7 million as of December 31, 2010. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectibility. For such loans during 2011, total principal additions were $27.1 million and total principal payments were $7.2 million.

        As of December 31, 2011 and 2010, PlainsCapital Bank held deposits of related parties of approximately $290.9 million and $98.7 million, respectively.

42



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

12. Related Party Transactions (Continued)

        A related party is the lessor in an operating lease with PlainsCapital Bank. PlainsCapital Bank's minimum payment under the lease is $0.5 million annually through 2028, for an aggregate remaining obligation of $8.5 million.

        PlainsCapital Bank purchases loans from a company for which a related party serves as a director, president and chief executive officer. Loan purchases were approximately $0.7 million for the year ended December 31, 2011. The loans were purchased with recourse to the company in the ordinary course of business and the related party had no direct financial interest in the transactions.

        PlainsCapital Equity, LLC is a limited partner in certain limited partnerships that have received loans from PlainsCapital Bank. PlainsCapital Bank made those loans in the normal course of business, using underwriting standards and offering terms that are substantially the same as those used or offered to non-affiliated borrowers. As of December 31, 2011 and 2010, PlainsCapital Bank had outstanding loans of approximately $3.5 million and $6.3 million to limited partnerships in which PlainsCapital Equity, LLC had a limited partnership interest. The investment of PlainsCapital Equity, LLC in these limited partnerships was $1.0 million and $1.2 million as of December 31, 2011 and 2010, respectively.

13. Commitments and Contingencies

        PlainsCapital Bank acts as agent on behalf of certain correspondent banks in the purchase and sale of federal funds that aggregated $33.0 million and $0.5 million as of December 31, 2011 and 2010, respectively.

Legal Matters

        In November 2006, FSC received subpoenas from the SEC and the United States Department of Justice (the "DOJ") in connection with an investigation of possible antitrust and securities law violations, including bid-rigging, in the procurement of guaranteed investment contracts and other investment products for the reinvestment of bond proceeds by municipalities. The investigation is industry-wide and includes approximately 30 or more firms, including some of the largest U.S. investment firms.

        As a result of these SEC and DOJ investigations into industry-wide practices, FSC was initially named as a co-defendant in cases filed in several different federal courts by various state and local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities and a similar set of lawsuits filed by various California local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities. All claims asserted against FSC in these purported class actions were subsequently dismissed. However, the plaintiffs in these purported class actions have filed amended complaints against other entities, and FSC is identified in these complaints not as a defendant, but as an alleged co-conspirator with the named defendants.

        Additionally, as a result of these SEC and DOJ investigations into industry-wide practices, FSC has been named as a defendant in 20 individual lawsuits. These lawsuits have been brought by several California public entities and two New York non-profit corporations that do not seek to certify a class. The Judicial Panel on Multidistrict Litigation has transferred these cases to the United States District Court, Southern District of New York. The California plaintiffs allege violations of Section 1 of the

43



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

13. Commitments and Contingencies (Continued)

Sherman Act and the California Cartwright Act. The New York plaintiffs allege violations of Section 1 of the Sherman Act and the New York Donnelly Act. The allegations against FSC are very limited in scope. FSC has filed answers in each of the twenty lawsuits denying the allegations and asserting several affirmative defenses. FSC intends to defend itself vigorously in these individual actions. The relief sought is unspecified monetary damages.

        PlainsCapital and its subsidiaries are defendants in various other legal matters arising in the normal course of business. Management believes that the ultimate liability, if any, arising from these matters, and the matters discussed above will not materially affect the consolidated financial statements.

Other Contingencies

        PlainsCapital and its subsidiaries have entered into employment contracts with certain executive officers. The contracts provide for minimum annual salaries and additional compensation in the form of bonuses based on performance. The contracts originated at various dates, and contain self-renewing terms of one to three years, subject to the option of PlainsCapital or the executive not to renew. The minimum aggregate commitment for future salaries, excluding bonuses, under these contracts as of December 31, 2011, is approximately $13.1 million. These employment contracts also provide severance pay benefits if there is a change in control of PlainsCapital. PlainsCapital and subsidiaries have separate severance agreements with certain other senior officers that provide severance pay benefits if there is a change in control. The severance agreements with the other senior officers contain self-renewing terms of two years subject to the option of PlainsCapital or the officer not to renew. As of December 31, 2011, the aggregate contingent liability for severance pay benefits in the event of a change in control is approximately $45.7 million.

        PlainsCapital and its subsidiaries lease space, primarily for branch facilities and automated teller machines, under noncancelable operating leases with remaining terms, including renewal options, of 1 to 16 years and under capital leases with remaining terms of 12 to 16 years. Future minimum payments by year and in the aggregate under these leases are as follows as of December 31, 2011 (in thousands):

 
  Operating Leases   Capital Leases  

2012

  $ 16,454   $ 1,029  

2013

    14,398     1,063  

2014

    11,567     1,080  

2015

    9,914     1,090  

2016

    8,888     1,105  

Thereafter

    39,618     11,774  
           

Total minimum lease payments

  $ 100,839     17,141  
             

Amount representing interest

          (5,020 )
             

Present value of minimum lease payments

        $ 12,121  
             

44



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

13. Commitments and Contingencies (Continued)

        Rental expense under the operating leases was approximately $23.2 million, $21.5 million and $18.4 million in 2011, 2010 and 2009, respectively.

14. Financial Instruments with Off-Balance Sheet Risk

        PlainsCapital Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) PlainsCapital Bank has in particular classes of financial instruments.

        Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

        PlainsCapital Bank had in the aggregate outstanding unused commitments to extend credit of $909.7 million as of December 31, 2011. PlainsCapital Bank had outstanding standby letters of credit of $46.7 million as of December 31, 2011.

        PlainsCapital Bank uses the same credit policies in making commitments and standby letters of credit as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management's credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment.

        In the normal course of business, FSC executes, settles, and finances various securities transactions that may expose FSC 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 FSC, clearing agreements between FSC and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

45



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

15. Stock-Based Compensation

        In August 2009, the shareholders approved the PlainsCapital Corporation 2009 Long-Term Incentive Plan (the "2009 LTIP") to be effective upon the redemption of all of PlainsCapital's Fixed Rate Cumulative Perpetual Preferred Stock, Series A ("Series A Preferred Stock") and Fixed Rate Cumulative Perpetual Preferred Stock, Series B ("Series B Preferred Stock") issued in December 2008 to the U.S. Department of the Treasury (the "U.S. Treasury") pursuant to the Capital Purchase Program, a part of the Troubled Asset Relief Program ("TARP"). As discussed in Note 17, PlainsCapital redeemed all shares of Series A Preferred Stock and Series B Preferred Stock on September 27, 2011. As a result, the 2009 LTIP became effective. The 2009 LTIP allows for the granting of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards to employees of PlainsCapital, its subsidiaries and outside directors of PlainsCapital. The 2009 LTIP is expected to provide flexibility to PlainsCapital's compensation methods in order to adapt the compensation of key employees and outside directors to a changing business environment. In the aggregate, 4.0 million shares of common stock may be delivered pursuant to awards granted under the 2009 LTIP. The 2009 LTIP replaced the stock option plans established in 2001, 2003, 2005 and 2007. No future awards may be granted under those prior plans.

        In addition, the PlainsCapital Corporation 2010 Long-Term Incentive Plan (the "2010 Plan") allows for the granting of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards to employees of PlainsCapital, its subsidiaries and outside directors of PlainsCapital. In the aggregate, 1.0 million shares of common stock may be delivered pursuant to awards granted under the 2010 Plan. The 2010 Plan will terminate on March 18, 2012 as to all future awards.

        Compensation cost related to the plans was approximately $2.5 million, $1.7 million and $1.1 million for the years ended December 31, 2011, 2010 and 2009, respectively. The income tax benefit related to share-based compensation was approximately $0.9 million, $0.6 million and $0.4 million in 2011, 2010 and 2009, respectively.

        As of December 31, 2011, unrecognized cost related to unvested restricted stock and restricted stock units was $4.7 million and $5.3 million, respectively. PlainsCapital expects to recognize that cost over a weighted-average period of approximately 23 months. The vesting of the unvested restricted stock and restricted stock units will automatically accelerate in full under certain conditions. Upon a change in control of PlainsCapital, the entire unrecognized cost related to both unvested restricted stock and restricted stock units would be recognized in noninterest expense immediately. On the date upon which PlainsCapital's common stock is listed and traded on an exchange registered under the Exchange Act, the entire unrecognized cost related to unvested restricted stock would be recognized in noninterest expense immediately.

        PlainsCapital approved the grant of 340,811 restricted stock units to certain employees effective April 1, 2012. The estimated grant date fair value of the restricted stock units is $4.8 million. The grants vest in 5 years and are subject to the accelerated vesting conditions discussed previously.

46



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

15. Stock-Based Compensation (Continued)

        Information regarding shares of unvested restricted stock for the years ended December 31, 2011 and 2010 is as follows:

 
  2011   2010  
 
  Unvested
Restricted
Stock
  Weighted
Average Grant
Date Fair Value
  Unvested
Restricted
Stock
  Weighted
Average Grant
Date Fair Value
 

Outstanding, January 1

    535,862   $ 11.48     528,000   $ 11.33  

Granted

    76,383     11.26     83,281     12.25  

Vested

    (83,713 )   11.47     (75,419 )   11.33  

Cancellations and expirations

        0.00         0.00  
                       

Outstanding, December 31

    528,532   $ 11.45     535,862   $ 11.48  
                       

        Information regarding restricted stock units for the years ended December 31, 2011 and 2010 is as follows:

 
  2011   2010  
 
  Restricted
Stock Units
  Weighted
Average Grant
Date Fair Value
  Restricted
Stock Units
  Weighted
Average Grant
Date Fair Value
 

Outstanding, January 1

    290,057   $ 12.58       $  

Granted

    303,592     11.27     296,557     12.58  

Vested

    (1,500 )   12.67          

Cancellations and expirations

    (2,000 )   11.26     (6,500 )   12.67  
                       

Outstanding, December 31

    590,149   $ 11.91     290,057   $ 12.58  
                       

        The acquisition described in Note 1 included a provision whereby First Southwest Holdings, Inc. stock options that were outstanding and unexercised at the acquisition date would be converted into PlainsCapital stock options on the same terms and conditions, including vesting conditions, as the First Southwest Holdings, Inc. options they replaced. Accordingly, PlainsCapital granted 285,366 options with a weighted-average exercise price of $4.53 to replace outstanding and unexercised First Southwest Holdings, Inc. stock options.

        As of December 31, 2011, a total of 4,000,000 shares were available for grant under the 2009 LTIP and 248,687 shares were available for awards under the 2010 Plan. PlainsCapital typically issues new shares upon exercise of option grants.

        The exercise price of all common stock subject to options granted under these plans will not be less than 100% of the fair market value of the common stock on the date of grant, unless an option is granted to a person who owns more than 10% of the common stock, in which case the exercise price will not be less than 110% of the fair market value of the common stock subject to the options granted. Options granted expire in no more than ten years, unless an option is granted to a person who owns more than 10% of the common stock, in which case the options granted expire in no more than five years, or upon the termination of employment unless (i) the optionee retires, after which time he will have three months from the date of his retirement to exercise his options, or (ii) the optionee dies, after which time his legal representatives have the six months after his death to exercise his options.

47



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

15. Stock-Based Compensation (Continued)

        PlainsCapital did not grant options in 2011 or 2010. The weighted-average grant date fair value of options granted during 2009 was $2.44. PlainsCapital used a Black-Scholes option pricing model to estimate the fair value of each option award on the date of grant. Risk-free rates are derived from yields on U.S. Treasury strips (zero-coupon bonds) on the date options are granted. The expected term of options granted is based on an analysis of historical exercise data and represents the expected period of time that options are to be outstanding. Expected volatility is based on historical volatility of PlainsCapital's stock. The estimates for expected term and expected volatility are reviewed annually. Weighted-average values used to estimate the fair value of options granted are shown in the following table:

 
  2009

Risk-free interest rate

  3.27% to 3.74%

Expected term (years)

  5

Expected volatility

  23%

Dividend yield

  1.77%

        Information regarding stock options for the years ended December 31, 2011 and 2010 is as follows:

 
  2011   2010  
 
  Shares   Weighted
Average
Exercise
Price
  Shares   Weighted
Average
Exercise
Price
 

Outstanding, January 1

    725,651   $ 9.62     943,515   $ 8.50  

Exercised

    (68,818 )   5.27     (115,711 )   4.00  

Cancellations and expirations

    (9,780 )   12.88     (102,153 )   5.60  
                       

Outstanding, December 31

    647,053   $ 10.04     725,651   $ 9.62  
                       

Exercisable, December 31

    647,053     10.04     611,651     9.31  
                       

        The total intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $0.2 million, $1.0 million and $0.3 million, respectively. As of December 31, 2011, the intrinsic value of options outstanding was $2.6 million and the intrinsic value of exercisable shares was $2.6 million. The total fair value of share awards vested was $1.6 million in 2011, $0.2 million in 2010 and $0.7 million in 2009.

        Details of PlainsCapital's stock options outstanding and exercisable as of December 31, 2011, are as follows:

Range of Exercise Prices
  Shares at
December 31,
2011
  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Life (years)
 

$5.01 - $10.00

    258,619   $ 7.43     0.9  

$10.01 - $15.00

    388,434     11.77     5.6  
                   

Total

    647,053     10.04     3.7  
                   

48



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

16. Regulatory Matters

        PlainsCapital Bank and PlainsCapital are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require PlainsCapital to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

        Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of Tier 1 and total capital (as defined) to risk-weighted assets (as defined). A comparison of PlainsCapital Bank's and PlainsCapital's actual capital amounts and ratios to the minimum requirements is as follows (dollar amounts in thousands):

 
  At December 31, 2011  
 
  Required   Actual  
 
  Amount   Ratio   Amount   Ratio  

PlainsCapital Bank:

                         

Tier 1 capital (to average assets)

  $ 219,660     4 % $ 536,274     9.77 %

Tier 1 capital (to risk-weighted assets)

    169,281     4 %   536,274     12.67 %

Total capital (to risk-weighted assets)

    338,561     8 %   589,365     13.93 %

PlainsCapital Corporation:

                         

Tier 1 capital (to average assets)

  $ 220,103     4 % $ 532,025     9.67 %

Tier 1 capital (to risk-weighted assets)

    169,740     4 %   532,025     12.54 %

Total capital (to risk-weighted assets)

    339,480     8 %   596,057     14.05 %

 

 
  At December 31, 2010  
 
  Required   Actual  
 
  Amount   Ratio   Amount   Ratio  

PlainsCapital Bank:

                         

Tier 1 capital (to average assets)

  $ 206,270     4 % $ 485,013     9.41 %

Tier 1 capital (to risk-weighted assets)

    152,091     4 %   485,013     12.76 %

Total capital (to risk-weighted assets)

    304,181     8 %   532,769     14.01 %

PlainsCapital Corporation:

                         

Tier 1 capital (to average assets)

  $ 206,664     4 % $ 462,823     8.96 %

Tier 1 capital (to risk-weighted assets)

    152,946     4 %   462,823     12.10 %

Total capital (to risk-weighted assets)

    305,891     8 %   526,843     13.78 %

49



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

16. Regulatory Matters (Continued)

        A reconciliation of book capital to Tier 1 and total capital (as defined) is as follows (in thousands):

 
  At December 31, 2011  
 
  PCB   PCC  

Total capital per books

  $ 581,890   $ 517,031  

Add:

             

Noncontrolling interests

    1,924     2,253  

Trust preferred securities

        65,000  

Net unrealized holding losses on securities available for sale and held in trust

    (4,587 )   (4,587 )

Deduct:

             

Goodwill and other disallowed intangible assets

    (42,953 )   (47,265 )

Other

        (407 )
           

Tier 1 capital (as defined)

    536,274     532,025  

Add:

             

Allowance for loan losses includible in Tier 2 capital

    53,091     53,232  

Qualifying subordinated debt

        10,800  
           

Total capital (as defined)

  $ 589,365   $ 596,057  
           

 

 
  At December 31, 2010  
 
  PCB   PCC  

Total capital per books

  $ 529,393   $ 446,491  

Add:

             

Noncontrolling interests

    348     785  

Trust preferred securities

        65,000  

Net unrealized holding losses on securities available for sale and held in trust

    281     281  

Deduct:

             

Goodwill and other disallowed intangible assets

    (45,009 )   (49,321 )

Other

        (413 )
           

Tier 1 capital (as defined)

    485,013     462,823  

Add:

             

Allowance for loan losses includible in Tier 2 capital

    47,756     48,020  

Qualifying subordinated debt

        16,000  
           

Total capital (as defined)

  $ 532,769   $ 526,843  
           

        To be considered adequately capitalized (as defined) under the regulatory framework for prompt corrective action, PlainsCapital Bank must maintain minimum Tier 1 capital to total average assets and Tier 1 capital to risk-weighted assets ratios of 4%, and a total capital to risk-weighted assets ratio of 8%. Based on the actual capital amounts and ratios shown in the previous table, PlainsCapital Bank's ratios place it in the well capitalized (as defined) capital category under the regulatory framework for

50



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

16. Regulatory Matters (Continued)

prompt corrective action. The minimum required capital amounts and ratios for the well capitalized category are summarized as follows (dollar amounts in thousands):

 
  At December 31, 2011  
 
  Required   Actual  
 
  Amount   Ratio   Amount   Ratio  

PlainsCapital Bank:

                         

Tier 1 capital (to average assets)

  $ 274,575     5 % $ 536,274     9.77 %

Tier 1 capital (to risk-weighted assets)

    253,921     6 %   536,274     12.67 %

Total capital (to risk-weighted assets)

    423,202     10 %   589,365     13.93 %

 

 
  At December 31, 2010  
 
  Required   Actual  
 
  Amount   Ratio   Amount   Ratio  

PlainsCapital Bank:

                         

Tier 1 capital (to average assets)

  $ 257,838     5 % $ 485,013     9.41 %

Tier 1 capital (to risk-weighted assets)

    228,136     6 %   485,013     12.76 %

Total capital (to risk-weighted assets)

    380,227     10 %   532,769     14.01 %

        Pursuant to the net capital requirements of the Exchange Act, FSC has elected to determine its net capital requirements using the alternative method. Accordingly, FSC is required to maintain minimum net capital, as defined in Rule 15c3-1, equal to the greater of $250,000 or 2% of aggregate debit balances, as defined in Rule 15c3-3. As of December 31, 2011, FSC had net capital of $57.1 million; the minimum net capital requirement was $4.8 million; net capital maintained by FSC was 24% of aggregate debits; and net capital in excess of the minimum requirement was $52.3 million.

        As a mortgage originator, PrimeLending is subject to minimum net worth requirements established by the United States Department of Housing and Urban Development ("HUD"). PrimeLending determines its compliance with the minimum net worth requirements on an annual basis. As of December 31, 2011, PrimeLending was required to have net worth of at least $1.0 million. As of December 31, 2011, PrimeLending's net worth exceeded the required amount.

17. Shareholders' Equity

        PlainsCapital Bank is subject to certain restrictions on the amount of dividends it may declare without prior regulatory approval. As of December 31, 2011, approximately $67.0 million of retained earnings was available for dividend declaration without prior regulatory approval.

        On September 27, 2011, PlainsCapital sold approximately $114.1 million of PlainsCapital's Non-Cumulative Perpetual Preferred Stock, Series C (the "Series C Preferred Stock") to the Secretary of the Treasury pursuant to the SBLF. The Series C Preferred Stock has an aggregate liquidation preference of approximately $114.1 million and qualifies as Tier 1 Capital for regulatory purposes.

51



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

17. Shareholders' Equity (Continued)

        The terms of the Series C Preferred Stock provide for the payment of non-cumulative dividends on a quarterly basis beginning January 1, 2012. The dividend rate, as a percentage of the liquidation amount, fluctuates while the Series C Preferred Stock is outstanding based upon changes in the level of "qualified small business lending" ("QSBL") by PlainsCapital Bank from its average level of QSBL at each of the four quarter ends leading up to June 30, 2010 (the "Baseline") as follows:

Dividend Period    
  Unaudited
Annualized
Dividend Rate
Beginning   Ending
September 27, 2011   September 30, 2011   5.000%
October 1, 2011   December 31, 2011   3.779%
January 1, 2012   March 31, 2012   3.829%(1)
April 1, 2012   June 30, 2012   2.427%(1)
July 1, 2012   December 31, 2013   1.000% to 5.000%(2)
January 1, 2014   March 26, 2016   1.000% to 7.000%(3)
March 27, 2016   Redemption   9%(4)

(1)
Subject to confirmation by the U.S. Treasury.

(2)
Between July 1, 2012 and December 31, 2013, the dividend rate will adjust quarterly in such range based upon the level of percentage change in QSBL between the end of the quarter ending before the most recently completed quarter and the Baseline.

(3)
Between January 1, 2014 and March 26, 2016, the dividend rate will be fixed at a rate in such range based upon the level of percentage change in QSBL between September 30, 2013 and the Baseline.

(4)
Beginning on March 27, 2016, the dividend rate will be fixed at nine percent (9%) per annum.

        As a result of PlainsCapital's increased small business lending, PlainsCapital's rate on the Series C Preferred Stock has dropped to 3.829% as of January 1, 2012, and will drop to 2.427% as of April 1, 2012.

        In addition to the applicable dividend rates described above, beginning on January 1, 2014 and on all dividend payment dates thereafter ending on April 1, 2016, if PlainsCapital fails to increase its level of QSBL compared to the Baseline, PlainsCapital will be required to pay a quarterly lending incentive fee of 0.5% of the liquidation value.

        As long as shares of Series C Preferred Stock remain outstanding, PlainsCapital may not pay dividends to its common shareholders (nor may PlainsCapital repurchase or redeem any shares of its common stock) during any quarter in which PlainsCapital fails to declare and pay dividends on the Series C Preferred Stock and for the next three quarters following such failure. In addition, under the terms of the Series C Preferred Stock, PlainsCapital may only declare and pay dividends on its common stock (or repurchase shares of its common stock), if, after payment of such dividend, the dollar amount of PlainsCapital's Tier 1 capital would be at least ninety percent (90%) of Tier 1 capital as of September 27, 2011, excluding any charge-offs and redemptions of the Series C Preferred Stock (the "Tier 1 Dividend Threshold"). The Tier 1 Dividend Threshold is subject to reduction, beginning

52



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

17. Shareholders' Equity (Continued)

January 1, 2014, based upon the extent by which, if at all, the QSBL at September 30, 2013 has increased over the baseline.

        PlainsCapital may redeem the Series C Preferred Stock at any time at its option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends, subject to the approval of its federal banking regulator.

        On September 27, 2011, PlainsCapital entered into a repurchase letter agreement with the U.S. Treasury, pursuant to which PlainsCapital redeemed, out of the proceeds of the issuance of the Series C Preferred Stock, all 87,631 outstanding shares of PlainsCapital's Series A Preferred Stock and 4,382 outstanding shares of PlainsCapital's Series B Preferred Stock, for an aggregate redemption price of approximately $92.6 million. The Series A Preferred Stock and Series B Preferred Stock were issued on December 19, 2008 to the U.S. Treasury under the Capital Purchase Program, a part of TARP. As a result of the redemption of the Series A Preferred Stock and Series B Preferred stock PlainsCapital accelerated the net amortization of the discount/premium recorded at issuance on the two series of preferred stock. The accelerated net amortization in September 2011 was approximately $2.3 million and is included in the caption "Dividends on preferred stock and other" on PlainsCapital's consolidated statements of income.

18. Assets Segregated for Regulatory Purposes

        FSC was not required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 of the Exchange Act as of December 31, 2011 or 2010. Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes.

        FSC was not required to segregate cash or securities in a special reserve account for the benefit of proprietary accounts of introducing broker-dealers as of December 31, 2011 or 2010.

53



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

19. Broker-Dealer and Clearing Organization Receivables and Payables

        Broker-dealer and clearing organization receivables and payables as of December 31, 2011 and 2010 consisted of the following (in thousands):

 
  At December 31,  
 
  2011   2010  

Receivables

             

Securities borrowed

  $ 94,044   $ 34,495  

Securities failed to deliver

    11,476     4,287  

Clearing organizations

    6,141     6,926  

Due from dealers

    29     60  
           

  $ 111,690   $ 45,768  
           

Payables

             

Securities loaned

  $ 120,658   $ 39,660  

Correspondents

    56,645     31,369  

Securities failed to receive

    8,114     1,140  

Clearing organizations

    1,066     661  
           

  $ 186,483   $ 72,830  
           

20. Cash and Due from Banks

        Cash and due from banks consisted of the following (in thousands):

 
  At December 31,  
 
  2011   2010  

Cash on hand

  $ 18,862   $ 19,896  

Clearings and collection items

    78,352     44,032  

Deposits at Federal Reserve Bank

    236,677     170,996  

Deposits at Federal Home Loan Bank

    1,524     1,524  

Deposits in FDIC-insured institutions under $100,000, individually

    407     497  

Deposits in FDIC-insured institutions over $100,000

    8,825     95,263  
           

  $ 344,647   $ 332,208  
           

        The amounts above include interest-bearing deposits of $237.8 million and $260.3 million as of December 31, 2011 and 2010, respectively. Cash on hand and deposits at the Federal Reserve Bank satisfy regulatory reserve requirements as of December 31, 2011 and 2010.

21. Fair Value Measurements

Fair Value Measurements and Disclosures

        PlainsCapital determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the "Fair Value Topic"). The Fair Value Topic defines fair value,

54



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

21. Fair Value Measurements (Continued)

establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions.

        The Fair Value Topic creates a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below.

    Level 1 Inputs:  Unadjusted quoted prices in active markets for identical assets or liabilities that PlainsCapital can access at the measurement date.

    Level 2 Inputs:  Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates and credit risks), and inputs that are derived from or corroborated by market data, among others.

    Level 3 Inputs:  Unobservable inputs that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others.

Fair Value Option

        PlainsCapital has elected to measure substantially all of PrimeLending's mortgage loans held for sale and certain time deposits at fair value under the provisions of the Fair Value Option. PlainsCapital elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. PlainsCapital determines the fair value of the financial instruments accounted for under the provisions of the Fair Value Option in compliance with the provisions of the Fair Value Topic discussed above.

        As of December 31, 2011, the aggregate fair value of PrimeLending loans held for sale accounted for under the Fair Value Option was $775.3 million, while the unpaid principal balance of those loans was $752.8 million. As of December 31, 2010, the aggregate fair value of PrimeLending loans held for sale accounted for under the Fair Value Option was $476.4 million, while the unpaid principal balance of those loans was $465.3 million. The interest component of fair value is reported as interest income on loans in the income statement.

        PlainsCapital holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined as described below.

55



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

21. Fair Value Measurements (Continued)

        Loans Held for Sale—Mortgage loans held for sale are reported at fair value, as discussed above, using Level 2 inputs that consist of commitments on hand from investors or prevailing market prices. These instruments are held for relatively short periods, typically no more than 30 days. As a result, changes in instrument-specific credit risk are not a significant component of the change in fair value.

        Securities Available for Sale—Most securities available for sale are reported at fair value using Level 2 inputs. PlainsCapital obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the financial instruments' terms and conditions, among other things. As of December 31, 2011, PlainsCapital Bank held auction rate bonds purchased as a result of the First Southwest acquisition. The estimated fair value of the auction rate securities is determined quarterly by a third-party valuation specialist using Level 3 inputs, primarily due to the lack of observable market data. Inputs for the valuation were developed using terms of the auction rate bonds, market interest rates, asset appropriate credit transition matrices and recovery rates, and assumptions regarding the term to maturity of the auction rate bonds. The following table reconciles the beginning and ending balances of assets measured at fair value using Level 3 inputs (in thousands):

 
  Auction
Rate Bonds
 

Balance, January 1, 2011

  $ 22,454  

Other-than-temporary impairment losses recognized in earnings

    (5,091 )

Unrealized losses in other comprehensive income, net

    (1,516 )

Transfers from held to maturity

    28,564  

Premium amortization and discount accretion, net

    133  
       

Balance, December 31, 2011

  $ 44,544  
       

        During the first quarter of 2011, auction rate bonds with a net carrying amount of $28.6 million were transferred from held to maturity to available for sale in response to a downgrade in credit rating from investment grade to below investment grade. PlainsCapital Bank uses the date of the transfer to determine when the auction rate bonds entered Level 3.

        Trading Securities—Trading securities are reported at fair value using Level 2 inputs in the same manner as discussed previously for securities available for sale.

        Deposits—As discussed previously, certain time deposits are reported at fair value by virtue of an election under the provisions of Fair Value Option. Fair values are determined using Level 2 inputs that consist of observable rates paid on instruments of the same tenor in the brokered certificate of deposit market.

        Derivatives—Derivatives are reported at fair value using Level 2 inputs. PlainsCapital uses dealer quotes to determine the fair value of interest rate swaps used to hedge time deposits. PrimeLending uses dealer quotes to value forward purchase commitments executed for both hedging and non-hedging purposes. PrimeLending also issues IRLCs to its customers that it values based on the change in the fair value of the underlying mortgage loan from inception of the IRLC to the balance sheet date,

56



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

21. Fair Value Measurements (Continued)

adjusted for projected loan closing rates. PrimeLending determines the value of the underlying mortgage loan as discussed in "Loans Held for Sale", above.

        The following table presents information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands):

 
  At December 31, 2011  
 
  Level 1
Inputs
  Level 2
Inputs
  Level 3
Inputs
  Total
Fair Value
 

Loans held for sale

  $   $ 775,311   $   $ 775,311  

Securities available for sale

        556,542     44,544     601,086  

Trading securities

        58,957         58,957  

Derivative assets

        10,481         10,481  

Time deposits

        1,098         1,098  

Trading liabilities

        4,592         4,592  

Derivative liabilities

        3,642         3,642  

        The following table presents the changes in fair value for instruments that are reported at fair value under an election under the Fair Value Option (in thousands):

 
  Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option  
 
  Year Ended December 31, 2011   Year Ended December 31, 2010  
 
  Net Gains from
Sale of Loans
  Other
Noninterest
Income
  Total
Changes in
Fair Value
  Net Gains from
Sale of Loans
  Other
Noninterest
Income
  Total
Changes in
Fair Value
 

Loans held for sale

  $ 11,415   $   $ 11,415   $ (187 ) $   $ (187 )

Time deposits

        7     7         (17 )   (17 )

        PlainsCapital also determines the fair value of certain assets and liabilities on a non-recurring basis. For example, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. Assets and liabilities measured on a non-recurring basis include the items discussed below.

        Impaired Loans—PlainsCapital reports impaired loans at fair value through allocations of the allowance for loan losses. PlainsCapital primarily determines fair value using Level 2 inputs consisting of independent appraisals. As of December 31, 2011, loans with a carrying amount of $35.3 million had been reduced by allocations of the allowance for loan losses of $8.8 million, resulting in a reported fair value of $26.5 million.

        Other Real Estate Owned—PlainsCapital reports other real estate owned at fair value less estimated cost to sell. Any excess of recorded investment over fair value less cost to sell is charged against the allowance for loan losses when property is initially transferred to other real estate. Subsequent to the initial transfer to other real estate, valuation adjustments are charged against earnings. PlainsCapital primarily determines fair value using Level 2 inputs consisting of independent appraisals. As of December 31, 2011, the estimated fair value of other real estate owned was $30.3 million.

57



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

21. Fair Value Measurements (Continued)

        The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. The methods for determining estimated fair value for financial assets and liabilities measured at fair value on a recurring or non-recurring basis are discussed above. For other financial assets and liabilities, PlainsCapital utilizes quoted market prices, if available, to estimate the fair value of financial instruments. Because no quoted market prices exist for a significant portion of PlainsCapital's financial instruments, the fair value of such instruments has been derived based on management's assumptions with respect to future economic conditions, the amount and timing of future cash flows, and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the estimates provided herein do not necessarily indicate amounts which could be realized in a current transaction. Further, as it is management's intent to hold a significant portion of its financial instruments to maturity, it is not probable that the fair values shown below will be realized in a current transaction.

        Because of the wide range of permissible valuation techniques and the numerous estimates which must be made, it may be difficult to make reasonable comparisons of PlainsCapital's fair value information to that of other financial institutions. The aggregate estimated fair value amount should in no way be construed as representative of the underlying value of PlainsCapital and its subsidiaries.

        The following methods and assumptions were used in estimating the fair value disclosures for financial instruments:

        Cash and Short-Term Investments—For cash and due from banks and federal funds sold, the carrying amount is a reasonable estimate of fair value.

        Loans Held for Sale—Estimated fair values of loans held for sale are based on commitments on hand from investors or prevailing market prices. The carrying amount of mortgage loans held for sale has been adjusted to fair value under the provisions of the Fair Value Option.

        Securities—For securities held to maturity, except for the valuation of auction rate bonds discussed previously, estimated fair value equals quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. For securities available for sale and trading securities, the carrying amount is a reasonable estimate of fair value.

        Loans—The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

        Broker-Dealer and Clearing Organization Receivables—The carrying amount approximates their fair value.

        Fee Award Receivable—The carrying amount approximates fair value.

58



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

21. Fair Value Measurements (Continued)

        Cash Surrender Value of Life Insurance Policies and Accrued Interest—The carrying amounts approximate their fair values.

        Deposit Liabilities—The estimated fair value of demand deposits, savings accounts and NOW accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The carrying amount for variable-rate certificates of deposit approximates their fair values.

        Broker-Dealer and Clearing Organization Payables—The carrying amount approximates their fair value.

        Short-Term Borrowings—The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other short-term borrowings approximate their fair values.

        Debt—The fair values are estimated using discounted cash flow analysis based on PlainsCapital's current incremental borrowing rates for similar types of borrowing arrangements.

        The estimated fair values of PlainsCapital's financial instruments are shown below (in thousands):

 
  At December 31, 2011   At December 31, 2010  
 
  Carrying
Amount
  Estimated
Fair Value
  Carrying
Amount
  Estimated
Fair Value
 

Financial assets

                         

Cash and short-term investments

  $ 347,994   $ 347,994   $ 486,709   $ 486,709  

Loans held for sale

    776,372     776,372     477,711     477,711  

Securities

    839,753     848,779     865,080     860,897  

Loans, net

    3,283,672     3,302,585     3,073,001     3,116,532  

Broker-dealer and clearing organization receivables

    111,690     111,690     45,768     45,768  

Fee award receivable

   
18,002
   
18,002
   
19,222
   
19,222
 

Cash surrender value of life insurance policies

    23,122     23,122     22,410     22,410  

Interest rate swaps, IRLCs and forward purchase commitments

    10,481     10,481     4,107     4,107  

Accrued interest receivable

    16,175     16,175     16,615     16,615  

Financial liabilities

                         

Deposits

    4,246,206     4,255,639     3,918,459     3,924,188  

Broker-dealer and clearing organization payables

    186,483     186,483     72,830     72,830  

Other trading liabilities

    4,592     4,592     4,944     4,944  

Short-term borrowings

    476,439     476,439     582,134     582,134  

Debt

    121,978     121,978     130,788     130,788  

Forward purchase commitments

   
3,642
   
3,642
   
317
   
317
 

Accrued interest payable

    2,952     2,952     5,949     5,949  

59



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

21. Fair Value Measurements (Continued)

        The deferred income amounts arising from unrecognized financial instruments are not significant. These financial instruments also have contractual interest rates at or above current market rates. Therefore, no fair value disclosure is provided for these items.

22. Derivative Financial Instruments

        PlainsCapital Bank and PrimeLending use various derivative financial instruments to mitigate interest rate risk. PlainsCapital Bank's interest rate risk management strategy involves effectively modifying the re-pricing characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin. PrimeLending has interest rate risk relative to its inventory of mortgage loans held for sale and IRLCs. PrimeLending is exposed to such rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold.

Cash Flow Hedges

        PlainsCapital Bank entered into interest rate swap agreements to manage interest rate risk associated with certain customer contracts. The swaps were originally designated as cash flow hedges. The swaps were highly effective in offsetting future cash flow volatility caused by changes in interest rates. PlainsCapital Bank has recorded the fair value of the swaps in other assets, and unrealized gains (losses) associated with the swaps in other comprehensive income.

Non-Hedging Derivative Instruments and the Fair Value Option

        As discussed in Note 21, PrimeLending has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides PrimeLending the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying complex hedge accounting provisions. PrimeLending provides IRLCs to its customers and executes forward purchase commitments to sell mortgage loans. The fair values of both IRLCs and purchase commitments are recorded in other assets or other liabilities, as appropriate. Changes in the fair values of these derivative instruments produced net gains of approximately $3.1 million and $1.5 million for the years ended December 31, 2011 and 2010. The net gains were recorded as a component of gain on sale of loans.

        Year-end derivative positions are presented in the following table (in thousands):

 
  At December 31, 2011   At December 31, 2010  
 
  Notional
Amount
  Estimated
Fair Value
  Notional
Amount
  Estimated
Fair Value
 

Derivative instruments

                         

IRLCs

  $ 687,890   $ 10,096   $ 442,270   $ 274  

Interest rate swaps

    1,969     82     1,969     129  

Forward purchase commitments

    675,794     (3,339 )   436,241     3,387  

60



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

22. Derivative Financial Instruments (Continued)

        PlainsCapital Bank recorded unrealized gains (losses), net of reclassifications adjustments, on the swaps designated as cash flow hedges in other comprehensive income as shown in the following table (in thousands):

 
  Year Ended December 31, 2011   Year Ended December 31, 2010  
 
  Before-Tax
Amount
  Tax Benefit
(Expense)
  After-Tax
Amount
  Before-Tax
Amount
  Tax Benefit
(Expense)
  After-Tax
Amount
 

Change in market value

  $   $   $   $   $   $  

Reclassification adjustments

    (69 )   24     (45 )   (126 )   44     (82 )
                           

Other comprehensive income (loss)

  $ (69 ) $ 24   $ (45 ) $ (126 ) $ 44   $ (82 )
                           

23. Other Noninterest Income and Expense

        The following tables show the components of other noninterest income and expense for the years ended December 31, 2011, 2010 and 2009 (in thousands):

 
  2011   2010   2009  

Other noninterest income

                   

Earnings on/increase in cash surrender value of life insurance

  $ 712   $ 961   $ 665  

Income and fees from automated teller machines

    1,295     1,239     937  

Revenue from check and stored value cards

    2,199     1,819     1,677  

Revenue from letters of credit

    465     661     409  

Net gain from trading securities portfolio

    4,185     1,656     971  

Joint venture gains (losses)

    750     (1,853 )   (2,558 )

Non-amortizing loan fees

    533     352      

Settlement of outstanding claims

            3,075  

Other

    1,091     1,280     1,262  
               

  $ 11,230   $ 6,115   $ 6,438  
               

Other noninterest expense

                   

Marketing

  $ 13,234   $ 13,239   $ 11,780  

Data processing

    8,377     6,652     5,001  

Printing, stationery and supplies

    3,739     3,547     3,135  

Funding fees

    6,266     6,396     4,130  

Unreimbursed loan closing costs

    23,548     14,144     3,241  

Tax service fee

    3,121     2,657     2,497  

Other

    32,803     29,759     24,954  
               

  $ 91,088   $ 76,394   $ 54,738  
               

61



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

24. Segment and Related Information

        PlainsCapital has three reportable segments that are organized primarily by the core products offered to the segments' respective customers. The banking segment includes the operations of PlainsCapital Bank. The operations of PrimeLending comprise the mortgage origination segment. The financial advisory segment is composed of First Southwest and Hester Capital.

        Balance sheet amounts for PlainsCapital and its remaining subsidiaries not discussed in the previous paragraph are included in "All Other and Eliminations."

        The following tables present information about the revenues, profits and assets of PlainsCapital's reportable segments (in thousands):

Income Statement Data

 
  Year Ended December 31, 2011  
 
  Banking   Mortgage
Origination
  Financial
Advisory
  Intercompany
Eliminations
  PlainsCapital
Consolidated
 

Interest income

  $ 207,253   $ 22,287   $ 15,751   $ (25,848 ) $ 219,443  

Interest expense

    32,480     38,547     3,232     (37,747 )   36,512  
                       

Net interest income (expense)

    174,773     (16,260 )   12,519     11,899     182,931  

Provision for loan losses

    22,000     (23 )   (220 )       21,757  

Noninterest income

    28,448     365,426     96,304     (12,420 )   477,758  

Noninterest expense

    127,591     325,481     101,994     (1,048 )   554,018  
                       

Income before taxes

    53,630     23,708     7,049     527     84,914  

Income tax provision

    19,109     8,447     2,512         30,068  
                       

Consolidated net income

    34,521     15,261     4,537     527     54,846  

Less: net income attributable to noncontrolling interest

        1,509     141         1,650  
                       

Net income attributable to PlainsCapital Corporation

  $ 34,521   $ 13,752   $ 4,396   $ 527   $ 53,196  
                       

62



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

24. Segment and Related Information (Continued)

Balance Sheet Data

 
  December 31, 2011  
 
  Banking   Mortgage
Origination
  Financial
Advisory
  All Other and
Eliminations
  PlainsCapital
Consolidated
 

Cash and due from banks

  $ 341,821   $ 48,715   $ 4,424   $ (50,313 ) $ 344,647  

Loans held for sale

    1,061     775,311             776,372  

Securities

    783,586         56,167         839,753  

Loans, net

    3,685,013     1,848     316,992     (720,181 )   3,283,672  

Broker-dealer and clearing organization receivables

            111,690         111,690  

Investment in subsidiaries

    230,389             (230,389 )    

Goodwill and other intangible assets, net

    7,862     23,706     15,697         47,265  

Other assets

    186,737     25,850     51,873     32,161     296,621  
                       

Total assets

  $ 5,236,469   $ 875,430   $ 556,843   $ (968,722 ) $ 5,700,020  
                       

Deposits

  $ 4,238,662   $   $ 68,778   $ (61,234 ) $ 4,246,206  

Broker-dealer and clearing organization payables

            186,483         186,483  

Short-term borrowings

    347,559         128,880         476,439  

Notes payable

        705,715     19,432     (670,181 )   54,966  

Junior subordinated debentures

                67,012     67,012  

Other liabilities

    68,357     57,481     64,088     (40,296 )   149,630  

PlainsCapital Corporation shareholders' equity

    581,891     110,311     89,182     (264,353 )   517,031  

Noncontrolling interest

        1,923         330     2,253  
                       

Total liabilities and shareholders' equity

  $ 5,236,469   $ 875,430   $ 556,843   $ (968,722 ) $ 5,700,020  
                       

63



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

24. Segment and Related Information (Continued)

Income Statement Data

 
  Year Ended December 31, 2010  
 
  Banking   Mortgage
Origination
  Financial
Advisory
  Intercompany
Eliminations
  PlainsCapital
Consolidated
 

Interest income

  $ 211,751   $ 24,063   $ 12,096   $ (29,485 ) $ 218,425  

Interest expense

    36,245     45,854     3,233     (46,607 )   38,725  
                       

Net interest income (expense)

    175,506     (21,791 )   8,863     17,122     179,700  

Provision for loan losses

    82,592     634             83,226  

Noninterest income

    37,464     309,298     103,075     (17,654 )   432,183  

Noninterest expense

    114,574     262,801     103,275     (604 )   480,046  
                       

Income before taxes

    15,804     24,072     8,663     72     48,611  

Income tax provision

    5,018     7,643     2,751         15,412  
                       

Consolidated net income

    10,786     16,429     5,912     72     33,199  

Less: net income attributable to noncontrolling interest

        507     283         790  
                       

Net income attributable to PlainsCapital Corporation

  $ 10,786   $ 15,922   $ 5,629   $ 72   $ 32,409  
                       

64



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

24. Segment and Related Information (Continued)

Balance Sheet Data

 
  December 31, 2010  
 
  Banking   Mortgage
Origination
  Financial
Advisory
  All Other and
Eliminations
  PlainsCapital
Consolidated
 

Cash and due from banks

  $ 329,300   $ 79,428   $ 4,420   $ (80,940 ) $ 332,208  

Loans held for sale

    1,269     476,442             477,711  

Securities

    846,149         18,931         865,080  

Loans, net

    3,275,433     2,305     286,661     (491,398 )   3,073,001  

Broker-dealer and clearing organization receivables

            45,768         45,768  

Investment in subsidiaries

    240,664             (240,664 )    

Goodwill and other intangible assets, net

    7,862     23,706     17,753         49,321  

Other assets

    280,277     19,020     129,087     41,932     470,316  
                       

Total assets

  $ 4,980,954   $ 600,901   $ 502,620   $ (771,070 ) $ 5,313,405  
                       

Deposits

  $ 3,954,711   $   $ 79,770   $ (116,022 ) $ 3,918,459  

Broker-dealer and clearing organization payables

            72,830         72,830  

Short-term borrowings

    404,541         177,593         582,134  

Notes payable

    39,220     453,449     18,492     (447,385 )   63,776  

Junior subordinated debentures

                67,012     67,012  

Other liabilities

    41,998     58,309     70,718     (9,107 )   161,918  

PlainsCapital Corporation shareholders' equity

    540,484     88,796     83,217     (266,006 )   446,491  

Noncontrolling interest

        347         438     785  
                       

Total liabilities and shareholders' equity

  $ 4,980,954   $ 600,901   $ 502,620   $ (771,070 ) $ 5,313,405  
                       

65



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

24. Segment and Related Information (Continued)

Income Statement Data

 
  Year Ended December 31, 2009  
 
  Banking   Mortgage
Origination
  Financial
Advisory
  Intercompany
Eliminations
  PlainsCapital
Consolidated
 

Interest income

  $ 197,446   $ 16,142   $ 8,563   $ (19,328 ) $ 202,823  

Interest expense

    40,266     23,190     3,567     (24,559 )   42,464  
                       

Net interest income (expense)

    157,180     (7,048 )   4,996     5,231     160,359  

Provision for loan losses

    66,673                 66,673  

Noninterest income

    22,685     219,107     98,944     (5,828 )   334,908  

Noninterest expense

    101,949     184,580     96,327     (665 )   382,191  
                       

Income before taxes

    11,243     27,479     7,613     68     46,403  

Income tax provision

    3,605     8,809     2,441         14,855  
                       

Consolidated net income

    7,638     18,670     5,172     68     31,548  

Less: net income attributable to noncontrolling interest

            220         220  
                       

Net income attributable to PlainsCapital Corporation

  $ 7,638   $ 18,670   $ 4,952   $ 68   $ 31,328  
                       

66



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

24. Segment and Related Information (Continued)

Balance Sheet Data

 
  December 31, 2009  
 
  Banking   Mortgage
Origination
  Financial
Advisory
  All Other and
Eliminations
  PlainsCapital
Consolidated
 

Cash and due from banks

  $ 139,579   $ 42,593   $ 11,017   $ (44,866 ) $ 148,323  

Loans held for sale

    1,442     430,760             432,202  

Securities

    521,554         24,183         545,737  

Loans, net

    3,296,336         154,123     (430,782 )   3,019,677  

Broker-dealer and clearing organization receivables

            82,714         82,714  

Investment in subsidiaries

    226,297             (226,297 )    

Goodwill and other intangible assets, net

    7,871     23,706     19,919         51,496  

Other assets

    198,927     14,626     45,254     31,813     290,620  
                       

Total assets

  $ 4,392,006   $ 511,685   $ 337,210   $ (670,132 ) $ 4,570,769  
                       

Deposits

  $ 3,274,900   $   $ 64,911   $ (61,772 ) $ 3,278,039  

Broker-dealer and clearing organization payables

            108,272         108,272  

Short-term borrowings

    488,078                 488,078  

Notes payable

    68,511     407,430     22,329     (429,720 )   68,550  

Junior subordinated debentures

                67,012     67,012  

Other liabilities

    42,297     38,529     66,276     (10,443 )   136,659  

PlainsCapital Corporation shareholders' equity

    518,220     65,677     75,422     (236,819 )   422,500  

Noncontrolling interest

        49         1,610     1,659  
                       

Total liabilities and shareholders' equity

  $ 4,392,006   $ 511,685   $ 337,210   $ (670,132 ) $ 4,570,769  
                       

67



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

25. Earnings per Common Share

        The following table presents the computation of basic and diluted earnings per common share for the years ended December 31, 2011, 2010 and 2009 (in thousands, except per share data):

 
  2011   2010   2009  

Income applicable to PlainsCapital Corporation common shareholders

  $ 45,708   $ 26,840   $ 25,624  

Less: income applicable to participating securities

    1,670     976     953  
               

Income applicable to PlainsCapital Corporation common shareholders for basic earnings per common share

  $ 44,038   $ 25,864   $ 24,671  
               

Weighted-average shares outstanding

    32,850,836     32,664,310     32,467,038  

Less: participating securities included in weighted-average shares outstanding

    1,201,270     1,187,635     1,207,043  
               

Weighted-average shares outstanding for basic earnings per common share

    31,649,566     31,476,675     31,259,995  
               

Basic earnings per common share

  $ 1.39   $ 0.82   $ 0.79  
               

Income applicable to PlainsCapital Corporation common shareholders

  $ 45,708   $ 26,840   $ 25,624  
               

Weighted-average shares outstanding

    31,649,566     31,476,675     31,259,995  

Dilutive effect of contingently issuable shares due to First Southwest acquisition

    1,562,651     1,722,152     1,698,840  

Dilutive effect of stock options and non-vested stock awards

    280,500     349,069     394,023  
               

Weighted-average shares outstanding for diluted earnings per common share

    33,492,717     33,547,896     33,352,858  
               

Diluted earnings per common share

  $ 1.36   $ 0.80   $ 0.77  
               

        PlainsCapital uses the two-class method prescribed by the Earnings per Share Topic of the ASC to compute earnings per common share. Participating securities include non-vested restricted stock and shares of PlainsCapital stock held in escrow pending the resolution of contingencies with respect to the First Southwest acquisition.

        The weighted-average shares outstanding used to compute diluted earnings per common share do not include outstanding options of 152,679, 160,959 and 180,489 for the years ended 2011, 2010 and 2009, respectively. The exercise price of the excluded options exceeded the estimated average market price of PlainsCapital stock in the years shown. Accordingly, the assumed exercise of the excluded options would have been antidilutive.

68



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

26. Condensed Financial Statements of PlainsCapital

        Condensed financial statements of PlainsCapital (parent only) follow (in thousands). Investments in subsidiaries are determined using the equity method of accounting.

Condensed Statements of Income

 
  Years Ended December 31,  
 
  2011   2010   2009  

Income

                   

Dividend income

                   

From banks

  $ 43,500   $ 30,000   $ 30,500  

From nonbanks

    72     73     85  

Interest and other income

    152     175     166  
               

Total income

    43,724     30,248     30,751  

Expense

                   

Interest expense

    4,398     4,522     4,722  

Salaries and employee benefits

    14,170     10,517     8,050  

Other

    10,318     9,319     9,853  
               

Total expense

    28,886     24,358     22,625  
               

Income before income taxes and equity in undistributed earnings of subsidiaries

    14,838     5,890     8,126  

Income tax (benefit)

    (9,342 )   (7,015 )   (8,641 )

Equity in undistributed earnings of subsidiaries

    29,016     19,504     14,561  
               

Net income

  $ 53,196   $ 32,409   $ 31,328  
               

Condensed Balance Sheets

 
  December 31,  
 
  2011   2010  

Assets

             

Cash and due from banks

  $ 9,643   $ 5,660  

Investment in subsidiaries

    593,726     540,937  

Premises and equipment, net

    6,619     7,013  

Other assets

    28,804     18,813  
           

Total assets

  $ 638,792   $ 572,423  
           

Balances due to subsidiaries

  $ 67,957   $ 73,199  

Notes payable

    41,880     47,937  

Other liabilities

    11,924     4,796  

Shareholders' equity

    517,031     446,491  
           

Total liabilities and shareholders' equity

  $ 638,792   $ 572,423  
           

69



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

26. Condensed Financial Statements of PlainsCapital (Continued)

Condensed Statements of Cash Flows

 
  Years Ended December 31,  
 
  2011   2010   2009  

Operating activities

                   

Net income

  $ 53,196   $ 32,409   $ 31,328  

Adjustments to reconcile net income to net cash provided by operating activities

                   

Equity in undistributed earnings of subsidiaries

    (29,016 )   (19,504 )   (14,561 )

Other, net

    (4,376 )   3,669     (942 )
               

Net cash provided by operating activities

    19,804     16,574     15,825  
               

Investing activities

                   

Payments for investments in and advances to subsidiaries

    (19,587 )   (1,065 )   (200 )

Repayment of investments in and advances to subsidiaries

    574     120     498  

Other, net

    (669 )   (913 )   (5,734 )
               

Net cash used in investing activities

    (19,682 )   (1,858 )   (5,436 )
               

Financing activities

                   

Proceeds from notes payable

    4,000     3,700     6,350  

Payments on notes payable

    (10,058 )   (4,413 )   (7,850 )

Proceeds from sale of preferred stock

    114,068          

Payments to redeem preferred stock

    (92,013 )        

Proceeds from sale of common stock

    363     463     227  

Dividends paid

    (12,397 )   (11,573 )   (11,089 )

Other, net

    (102 )   353     395  
               

Net cash provided by (used in) financing activities

    3,861     (11,470 )   (11,967 )
               

Net change in cash and cash equivalents

    3,983     3,246     (1,578 )

Cash and cash equivalents at beginning of year

    5,660     2,414     3,992  
               

Cash and cash equivalents at end of year

  $ 9,643   $ 5,660   $ 2,414  
               

27. Recently Issued Accounting Standards

Improving Disclosures about Fair Value Measurements

        In January 2010, the FASB amended the Fair Value Measurements and Disclosures Topic of the ASC to expand required disclosures related to fair value measurements ("Improved Fair Value Disclosure Amendment"). The Improved Fair Value Disclosure Amendment requires disclosures regarding significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for the transfers, reasons for transfers in or out of Level 3 of the fair value hierarchy, as well as separate disclosure of significant transfers, and policies for determining when transfers between levels of the fair value hierarchy are recognized. In addition, the Improved Fair Value Disclosure Amendment

70



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

27. Recently Issued Accounting Standards (Continued)

requires gross presentation of purchases, sales, issuances and settlements of financial instruments that are measured on a recurring basis using Level 3 inputs.

        The Improved Fair Value Disclosure Amendment also clarifies that fair value measurement disclosures should be provided for each class of assets and liabilities, rather than major category, and that valuation techniques and inputs used to measure fair value on a recurring or nonrecurring basis should be provided for each class of assets and liabilities included in Levels 2 and 3 of the fair value hierarchy. The Improved Fair Value Disclosure Amendment became effective for PlainsCapital on January 1, 2010, except for the provisions relating to gross presentation of purchases, sales, issuances and settlements of assets and liabilities included in Level 3 of the fair value hierarchy, which become effective January 1, 2011. The adoption of the Improved Fair Value Disclosure Amendment did not have a significant effect on PlainsCapital's financial position, results of operations or cash flows. PlainsCapital has included the disclosures required by the Improved Fair Value Disclosure Amendment in Note 21.

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses

        In July 2010, the FASB amended the Receivables Topic of the ASC to require entities to provide disclosures designed to facilitate financial statement users' evaluation of (i) the nature of credit risk inherent in the entity's portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. Disclosures must be disaggregated by portfolio segment, the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. Certain of the disclosures require disaggregation by class of financing receivable, which is generally a disaggregation of portfolio segment. The required disclosures include, among other things, a rollforward of the allowance for credit losses as well as information about modified, impaired, non-accrual and past due loans and credit quality indicators. These amendments to the Receivables Topic became effective for PlainsCapital as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period became effective January 1, 2011, except for the disclosures regarding TDRs. PlainsCapital has included the required disclosures regarding credit quality of financing receivables and the allowance for credit losses in Note 3.

A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring

        In April 2011, the FASB amended the Receivables Topic of the ASC to clarify when creditors should classify loan modifications as TDRs ("TDR Amendment"). The TDR Amendment requires creditors to separately conclude that a creditor has granted a concession to a debtor and that the debtor is experiencing financial difficulties in order to classify a loan modification as a troubled debt restructuring. The TDR Amendment became effective for PlainsCapital on July 1, 2011, and has been applied retrospectively to January 1, 2011. The adoption of the TDR Amendment did not have a significant effect on PlainsCapital's financial position, results of operations or cash flows.

71



PlainsCapital Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

27. Recently Issued Accounting Standards (Continued)

Comprehensive Income

        In June 2011, the FASB amended the Comprehensive Income Topic of the ASC to revise the manner in which entities present comprehensive income in their financial statements. Beginning January 1, 2012, PlainsCapital will present the components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements, rather than in the statement of shareholders' equity, as it does currently. PlainsCapital does not expect the adoption of the amendment to have a significant effect on its financial position, results of operations or cash flows.

Testing Goodwill for Impairment

        In September 2011, the FASB amended the Intangibles Topic of the ASC to simplify how entities test goodwill for impairment. Entities have the option to qualitatively test whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in determining whether step one of the annual goodwill impairment test is necessary. PlainsCapital early adopted the amendments in the fourth quarter of 2011 and the adoption of the amendment did not have a significant effect on its financial position, results of operations or cash flows.

72




QuickLinks

Consolidated financial statements PlainsCapital Corporation and subsidiaries Years ended December 31, 2011, 2010 and 2009
Report of Independent Registered Public Accounting Firm
PlainsCapital Corporation and Subsidiaries Consolidated Balance Sheets December 31,
PlainsCapital Corporation and Subsidiaries Consolidated Statements of Income For the Years Ended December 31, (In thousands, except per share amounts)
PlainsCapital Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, (In thousands)
PlainsCapital Corporation and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, (In thousands)
PlainsCapital Corporation and Subsidiaries Notes to Consolidated Financial Statements December 31, 2011