425
Fourth Quarter Fiscal 2014
SWS Group Conference Call
September 3, 2014
1
Filed
by
SWS
Group,
Inc.
Pursuant
to
Rule
425
of
the
Securities
Act
of
1933
and
deemed
filed
pursuant
to
Rule
14a-12
of
the
Securities
Exchange
Act
of
1934
Subject
Company:
Hilltop
Holdings,
Inc.
(Commission
File
No.
for
Registration
Statement
on
Form
S-4:
333-196367)
The
following
Earnings
Presentation
was
used
in
SWS
Group,
Inc.’s
quarterly
earnings
conference
call
on
Wednesday,
September
3,
2014
at
10:00
a.m.
Eastern
Time
(9:00
a.m.
Central
Time):

Forward-Looking Statements
This
presentation
contains
forward-looking
statements.
Readers
are
cautioned
that
any
forward-
looking
statements,
including
those
predicting
or
forecasting
future
events
or
results,
which
depend
on
future
events
for
their
accuracy,
embody
projections
or
assumptions,
or
express
the
intent,
belief
or
current
expectations
of
the
company
or
management,
are
not
guarantees
of
future
performance
and
involve
risks
and
uncertainties.
Actual
results
may
differ
materially
as
a
result
of
various
factors,
some
of
which
are
out
of
our
control,
including,
but
not
limited
to,
volume
of
trading
in
securities,
volatility
and
general
level
of
securities
prices
and
interest
rates,
liquidity
in
capital
markets,
availability
of
borrowings
under
broker
loan
lines,
credit
agreements
and
credit
facilities,
customer
margin
loan
activity,
credit-worthiness
of
our
correspondents,
trading
counterparties
and
customers,
the
ability
of
our
borrowers
to
meet
their
contractual
obligations,
the
value
of
the
collateral
securing
the
loans
that
we
hold,
demand
for
real
estate
and
investment
banking
services,
general
economic
conditions,
especially
in
Texas
and
New
Mexico,
changes
in
the
commercial
lending
and
regulatory
environments,
the
ability
to
meet
regulatory
capital
requirements,
the
failure
to
consummate
or
delay
in
consummating
the
proposed
transaction
with
Hilltop
Holdings
Inc.
(“Hilltop”)
for
other
reasons,
the
risk
that
a
regulatory
approval
that
may
be
required
for
the
proposed
transaction
is
delayed,
is
not
obtained
or
is
obtained
subject
to
conditions
that
are
not
anticipated,
and
other
factors
discussed
in
our
most
recent
Annual
Report
on
Form
10-K,
Quarterly
Report
on
Form
10-Q,
and
in
our
other
reports
filed
with
and
available
from
the
Securities
and
Exchange
Commission.
2

Use of Non-GAAP Measures (Slides 4, 8, 9 & 16)
3
SWS
Group,
Inc.
(“SWS”
or
the
“Company”)
has
included
presentations
of
Fully
Diluted
Tangible
Book
Value
Per
Share
(Slide
#4 and #8),
Adjusted
Pre-tax
Loss
(Slide
#9)
and
Adjusted
Compensation
Ratio
(Slide #16).
Fully
Diluted
Tangible
Book
Value
Per
Share
reflects
book
value
per
share,
less
goodwill, assuming
exercise of all the Company’s outstanding warrants and resulting repayment of the
$100 million loan from Hilltop and Oak Hill.
Adjusted
Pre-tax
Loss
is
income
(loss) before
income
tax
expense,
excluding
the
impact
of
the
valuation
adjustment
for
the
warrants
held
by Hilltop
and
Oak
Hill,
the
impact
of
legal
and
financial
advisory
fee
expenses
associated
with
the proposed
merger
with
Hilltop
Holdings,
Inc.
and
the
impact
of
the
loan
loss
recapture
for
the
banking segment.
The
Adjusted
Compensation
Ratio
is
the
ratio
of
commissions
and
other
employee compensation
to
net
revenues
adjusted
for
the
exclusion
of
interest
expense
on
the
$100
million
loan from
Hilltop
and
Oak
Hill.
Fully
Diluted
Tangible
Book
Value
Per
Share, Adjusted
Pre-tax
Loss
and
the
Adjusted
Compensation
Ratio
are
non-GAAP
financial
measures
as defined
in
Item
10(e)
of
Regulation
S-K.
SWS
believes
that
the
presentation
of
these
non-GAAP financial
measures
provides
useful
information
by
excluding
these
items,
which
SWS
believes
may
not be
indicative
of
the
Company’s
core
operating
results.
While
management
believes
these
non-GAAP financial
measures
are
useful
in
evaluating
SWS,
this
information
should
be
considered
as supplemental
in
nature
and
not
as
a
substitute
for,
or
superior
to,
the
related
financial
information prepared
in
accordance
with
GAAP.

4
Fully Diluted Tangible Book Value (Non-GAAP)*
*See discussion of Non-GAAP reconciliation on Slide #3
(in thousands)
6/30/14
6/30/13
Book Value
309,872
315,286
Less: Goodwill
(7,552)
(7,552)
Tangible Book Value
302,320
307,734
Pro-forma Adjustments:
New equity from full warrant exercise
100,000
100,000
Total recorded value of debt and warrants
115,565
107,299
Less: Extinguishment of debt and warrants
(100,000)
(100,000)
Less: Unamortized debt issuance costs
(1,025)
(1,517)
Embedded gain on exercise before tax
14,540
5,782
Less: Taxes (at 35%)
(5,089)
(2,024)
Embedded gain after tax
9,451
3,758
Pro-forma Tangible Book Value
411,771
411,492
Shares Outstanding
32,757
32,629
Deferred compensation shares
311
302
Warrant shares
17,391
17,391
Pro-forma shares outstanding
50,459
50,322
Pro-forma Tangible Book Value per Share
$8.16
$8.18

Presenters
Presenters:
James H. Ross
President & CEO
SWS Group, Inc.
J. Michael Edge
SVP & CFO
SWS Group, Inc.
5

Agenda
Opening Remarks
Chief Financial Officer’s Report
Questions
6

Opening Remarks
Merger with Hilltop Holdings
Business segments posted pre-tax profits for quarter and year
Continued Bank improvement
Broker
(87% of Q4 Revenues)
Bank
(13% of Q4 Revenues)
Retail
153 Reps
$15.4 billion in
customer assets
Institutional
46 Reps
$2.1 billion daily
average stock
loan book
$7.3 billion
municipal new
issue volume
Clearing
159,816 tickets
$16.9
billion in
assets under
custody
2.91% net interest
margin
$1.3
billion in assets
25.5% total risk-based
capital and 14.1 % core
capital ratios
$41.3 million classified
assets including $22.9
million non-performing
assets
7

Fourth Quarter & Fiscal 2014 Overview
8
Three Months Ended
Twelve Months Ended
($ in thousands, except per share amounts)
6/30/14
6/30/13
6/30/14
6/30/13
Revenues
$73,822
$68,578
$311,288
$318,114
Net Revenues
63,207
55,445
266,362
271,653
Pre-tax Income (Loss)
637
(3,712)
(6,110)
(6,690)
Net Loss
(304)
(32,452)
(7,078)
(33,445)
Diluted EPS –
Loss
(0.01)
(0.99)
(0.21)
(1.02)
Book Value Per Share
9.46
9.66
Fully Diluted
Tangible Book Value Per Share*
8.16
8.18
*See discussion of Non-GAAP reconciliation on Slides #3 and calculation on Slide #4

9
Adjusted Pre-tax Loss (Non-GAAP)*
*See discussion of Non-GAAP reconciliation on Slide #3
Three Months
Ended
Twelve Months
Ended
(in thousands)
6/30/14
6/30/13
Change
6/30/14
6/30/13
Change
Income (loss)
before income tax expense
$     637
$  (3,712)
$  4,349
$ (6,110)
$  (6,690)
$    580
Valuation adjustment
for warrants
(3,237)
(3,877)
640
3,599
(3,613)
7,212
Merger-related expenses
1,431
--
1,431
3,787
--
3,787
Loan loss recapture
(492)
(6,268)
5,776
(5,361)
(7,718)
2,357
Adjusted Pre-tax Loss
(Non-GAAP)
$(1,661)
$(13,857)
$12,196
$(4,085)
$(18,021)
$13,936

SWS Priorities
10
Improve operating results
Address impact of challenging markets
Continue improvement at Bank

11
Chief Financial Officer’s Report
*
*
*
*
*
*
*

12
6/30/14
3/31/14
%Change
6/30/13
%Change
Operating Revenues:
Clearing Operations
$  2,163
$  2,170
(0.3)
$  2,321
(6.8)
Commissions
28,976
30,247
(4.2)
30,655
(5.5)
Investment Banking & Advisory
8,918
9,704
(8.1)
13,894
(35.8)
Net Gains on Principal Transactions
5,812
8,203
(29.1)
(7,768)
>100
Other
6,387
4,891
30.6
4,822
32.5
Total Operating Revenues
$52,256
$55,215
(5.4)
$43,924
19.0
Net Interest Income:
Brokerage
$  5,300
$  5,150
2.9
$  5,406
(2.0)
SWS Group, Inc.
(3,255)
(3,221)
(1.1)
(3,186)
(2.2)
Bank
8,906
8,530
4.4
9,301
(4.2)
Total Interest Income
10,951
10,459
4.7
11,521
(4.9)
Total Net Revenue
$63,207
$65,674
(3.8)
$55,445
14.0
Fourth Quarter Fiscal 2014 Net Revenues
($ in Thousands)

13
Fiscal 2014 Net Revenues
($ in Thousands)
12 Months Ended
6/30/14
6/30/13
Change
% Change
Operating Revenues:
Clearing Operations
$   8,839
$   8,719
$     120
1.4
Commissions
119,534
125,620
(6,086)
(4.8)
Investment Banking & Advisory
40,021
45,255
(5,234)
(11.6)
Net Gains on Principal Transactions
29,655
17,395
12,260
70.5
Other
26,172
23,775
2,397
10.1
Total Operating Revenues
$224,221
$220,764
$  3,457
1.6
Net Interest Income:
Brokerage
$  19,994
$  21,773
$(1,779)
(8.2)
SWS Group, Inc.
(12,967)
(12,307)
(660)
(5.4)
Bank
35,114
41,423
(6,309)
(15.2)
Total Interest Income
42,141
50,889
(8,748)
(17.2)
Total Net Revenue
$266,362
$271,653
$(5,291)
(1.9)

14
6/30/14
3/31/14
%Change
6/30/13
%Change
Operating Expenses:
Commissions and Other
Employee Compensation
$46,388
$48,753
(4.9)
$48,908
(5.2)
Occupancy, Equipment and
Computer Service Costs
7,457
7,676
(2.9)
8,189
(8.9)
Communications
3,341
3,384
(1.3)
3,352
(0.3)
Floor Brokerage and Clearing
Organization Charges
1,121
1,189
(5.7)
1,027
9.2
Advertising and Promotional
530
459
15.5
714
(25.8)
Other
7,462
7,217
3.4
7,112
4.9
Total Non-provision
Operating Expenses
$66,299
$68,678
(3.5)
$69,302
(4.3)
Loan Loss Recapture
(492)
(1,578)
(68.8)
(6,268)
(92.2)
Valuation Adjustment for Warrants
(3,237)
6,745
>100
(3,877)
(16.5)
Total Operating Expenses and
Valuation Adjustment for Warrants
$62,570
$73,845
(15.3)
$59,157
5.8
Fourth Quarter Fiscal 2014 Expenses
($ in Thousands)

15
Fiscal 2014 Expenses
($ in Thousands)
12 Months Ended
6/30/14
6/30/13
Change
%Change
Operating Expenses:
Commissions and Other
Employee Compensation
$196,470
$207,246
$(10,776)
(5.2)
Occupancy, Equipment and
Computer Service Costs
30,614
31,278
(664)
(2.1)
Communications
13,435
13,277
158
1.2
Floor Brokerage and Clearing
Organization Charges
4,495
3,940
555
14.1
Advertising and Promotional
2,251
3,041
(790)
(26.0)
Other
26,969
30,892
(3,923)
(12.7)
Total Non-provision Operating Expenses
$274,234
$289,674
$(15,440)
(5.3)
Loan Loss Recapture
(5,361)
(7,718)
2,357
30.5
Valuation Adjustment for Warrants
3,599
(3,613)
7,212
>100
Total Operating Expenses and Valuation
Adjustment for Warrants
$272,472
$278,343
$  (5,871)
(2.1)

16
Compensation Ratios
($ in Thousands)
Three Months Ended
6/30/14
3/31/14
6/30/13
Commissions and Other Employee Compensation
$46,388
$48,753
$48,908
Net Revenues
$63,207
$65,674
$55,445
GAAP Compensation Ratio
73.4%
74.2%
88.2%
Adjusted Compensation Ratio (Non-GAAP)*:
Three Months Ended
6/30/14
3/31/14
6/30/13
Commissions and Other Employee Compensation
$46,388
$48,753
$48,908
Net Revenues
$63,207
$65,674
$55,445
Interest Expense on Hilltop/Oak Hill Loan
$  3,355
$  3,310
$  3,186
Adjusted Net Revenues (Non-GAAP)*
$66,562
$68,984
$58,631
Adjusted Compensation Ratio (Non-GAAP)*
69.7%
70.7%
83.4%
*See
discussion
of
Non-GAAP
reconciliation
on
Slide
#3

Warrant Valuation
6/30/14
3/31/14
6/30/13
Derived Volatility
28%
30%
51%
Price
$ 7.28
$ 7.48
$ 5.45
Valuation
(in millions)
$ 27.8
$ 31.0
$ 24.2
Adjustment
(in millions)
$ (3.2)
$  6.7
$ (3.9)
17

Segment Results
(In Thousands)
18
3 Months Ended
% Change
12 Months Ended
% Change
6/30/14
6/30/13
6/30/14
6/30/13
Clearing
Net Revenues
$  5,151
$  4,748
8.5
$  20,244
$  18,938
6.9
Pre-Tax
$  1,195
$       56
>100
$    3,286
$     (481)
>100
Retail
Net Revenues
$26,826
$28,453
(5.7)
$112,457
$110,440
1.8
Pre-Tax
$  1,984
$  1,343
47.7
$    9,593
$    2,498
>100
Institutional
Net Revenues
$25,094
$16,329
53.7
$108,211
$107,947
0.2
Pre-Tax
$  5,275
$(3,229)
>100
$  23,515
$  20,866
12.7
Bank
Net Revenues
$  9,205
$10,157
(9.4)
$  37,051
$  44,101
(16.0)
Pre-Tax
$  2,168
$  7,303
(70.3)
$  10,754
$  12,742
(15.6)

Key Metrics
19
6/30/14
3/31/14
%Change
6/30/13
%Change
Clearing Transactions Processed
159,816
186,059
(14.1)
197,423
(19.0)
Representatives:
PCG
153
157
(2.5)
167
(8.4)
Fixed Income
46
50
(8.0)
64
(28.1)
Independent Contractors
278
279
(0.4)
297
(6.4)
Correspondents
141
145
(2.8)
151
(6.6)
Total Loan Officers
20
22
(9.1)
32
(37.5)
Total Employees
892
923
(3.4)
1,055
(15.5)
Retail Client Assets ($ in billions)
$15.4
$15.0
2.7
$14.3
7.7
Balances ($ in millions):
Avg. Margin Balances
$236.9
$238.9
(0.8)
$232.2
2.0
Avg. Credit Balances
$317.9
$335.5
(5.2)
$309.7
2.6
Avg. Stock Loan Balances
$2,106.8
$1,914.3
10.1
$1,648.7
27.8
Net Capital ($ in millions)
$156.4
$148.2
5.5
$141.1
10.8

Classified Assets
20
($ in Thousands)
6/30/14
3/31/14
6/30/13
Non-accrual Loans
$14,321
$14,388
$22,446
Performing Troubled Debt Restructurings
3,673
4,819
5,349
REO & Other Repossessed Assets
4,875
5,880
10,165
Total Non-performing Assets
$22,869
$25,087
$37,960
Current Classified Assets
18,466
15,835
29,610
Total Classified Assets
$41,335
$40,922
$67,570
Non-performing Assets / Assets
1.82%
1.98%
2.99%
Classified Assets / Capital + Reserve
22.7%
22.9%
37.4%

Key Bank Statistics –
Fourth Quarter Fiscal 2014
21
($ in Thousands)
6/30/14
3/31/14
6/30/13
Total Loan Loss Recapture
$(492)
$(1,578)
$  (6,268)
Net  Recovery / (Charge-offs)
342
222
(155)
Allowance for Loan Losses
7,942
8,092
12,343
Reserve / Loan Ratio*
1.82%
1.83%
2.85%
Yield on Earning Assets
3.10%
3.02%
3.23%
Cost of Funds
0.23%
0.27%
0.29%
Net Interest Margin
2.91%
2.79%
2.99%
*Excludes
purchased
mortgage
loans
held
for
investment
and
loans
measured
at
fair
value

Bank Balances
22
($ in Millions)
6/30/14
3/31/14
%Change
6/30/13
%Change
Investment Portfolio
$ 514.6
$ 596.9
(13.8)
$ 529.1
(2.7)
Loans Held for Investment –
Gross
622.3
566.1
9.9
620.9
0.2
Total Core
Deposits
1,000.6
995.9
0.5
993.9
0.7
Capital
174.1
170.3
2.2
168.2
3.5
Core Capital
14.1%
13.9%
13.5%
Total Risk-based Capital
25.5%
27.4%
24.9%
Deposits Provided by
Brokerage Clients
$  873.1
$ 878.3
(0.6)
$ 878.4
(0.6)

Bank Loans by Type
23
($ in Millions)
6/30/14
3/31/14
%Change
6/30/13
%Change
Residential Real Estate
Purchased Mortgage –
HFI
$ 133.9
$ 72.5
84.7
$ 174.0
(23.0)
1-4 Family
83.3
92.4
(9.8)
59.9
39.1
Construction
Residential Construction
0.6
0.8
(25.0)
1.4
(57.1)
Commercial Construction
9.7
5.5
76.4
1.7
>100
Lot & Land Development
Residential Land
1.6
0.6
>100
3.1
(48.4)
Commercial Land
3.6
5.4
(33.3)
5.9
(39.0)
Commercial Real Estate
183.6
182.8
0.4
214.4
(14.4)
Multi-family
141.1
133.7
5.5
99.8
41.4
Commercial Loans
61.4
69.7
(11.9)
58.7
4.6
Consumer Loans
3.5
2.7
29.6
2.0
75.0
Total Loans
$ 622.3
$ 566.1
9.9
$ 620.9
0.2

SWS Office Locations
24

25
Important Information for Investors & Shareholders
This
communication
does
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities
or
a
solicitation
of
any
vote
or
approval,
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or
sale
would
be
unlawful
prior
to
registration
or
qualification
under
the
securities
laws
of
such
jurisdiction.
Hilltop
has
filed
with
the
Securities
and
Exchange
Commission
(“SEC”)
a
registration
statement
on
Form
S-4
containing
a
proxy
statement/prospectus
of
SWS
and
Hilltop,
and
SWS
and
Hilltop
will
each
file
other
documents
with
respect
to
the
proposed
transaction
and
a
definitive
proxy
statement/prospectus
will
be
mailed
to
shareholders
of
SWS
after
the
registration
statement
on
Form
S-4
has
been
declared
effective.
INVESTORS
AND
SECURITY
HOLDERS
OF
SWS
ARE
URGED
TO
READ
THE
PROXY
STATEMENT/PROSPECTUS
AND
OTHER
DOCUMENTS
THAT
WILL
BE
FILED
WITH
THE
SEC
CAREFULLY
AND
IN
THEIR
ENTIRETY
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION.
Investors
and
security
holders
of
SWS
will
be
able
to
obtain
free
copies
of
the
registration
statement
and
the
proxy
statement/prospectus
(when
available)
and
other
documents
filed
with
the
SEC
by
SWS
or
Hilltop
through
the
website
maintained
by
the
SEC
at
www.sec.gov.
Copies
of
the
documents
filed
with
the
SEC
by
SWS
will
be
available
free
of
charge
on
SWS’s
internet
website
at
www.swst.com
or
by
contacting
SWS’s
Investor
Relations
Department
at
(214)
859-1800.
Copies
of
the
documents
filed
with
the
SEC
by
Hilltop
will
be
available
free
of
charge
on
Hilltop’s
internet
website
at
www.hilltop-holdings.com
or
by
contacting
Hilltop’s
Investor
Relations
Department
at
(214)
252-4029.
SWS,
Hilltop,
their
respective
directors
and
certain
of
their
executive
officers
and
other
members
of
management
and
employees
may
be
considered
participants
in
the
solicitation
of
proxies
in
connection
with
the
proposed
transaction.
Information
about
the
directors
and
executive
officers
of
SWS
is
set
forth
in
its
Annual
Report
on
Form
10-K
for
the
year
ended
June
30,
2013,
which
was
filed
with
the
SEC
on
September
6,
2013,
its
proxy
statement
for
its
2013
annual
meeting
of
shareholders,
which
was
filed
with
the
SEC
on
October
3,
2013,
and
its
Current
Reports
on
Form
8-K,
which
were
filed
with
the
SEC
on
September
17,
2013
and
October
1,
2013.
Information
about
the
directors
and
executive
officers
of
Hilltop
is
set
forth
in
its
most
recent
proxy
statement,
which
was
filed
with
the
SEC
on
May
2,
2014.
Other
information
regarding
the
participants
in
the
proxy
solicitations
and
a
description
of
their
direct
and
indirect
interests,
by
security
holdings
or
otherwise,
will
be
contained
in
the
proxy
statement/prospectus
and
other
relevant
materials
to
be
filed
with
the
SEC
when
they
become
available.

26
Questions & Answers
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