10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________

(Mark one)

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

For the quarterly period ended March 31, 2017

OR

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

For the transition period from to

Commission file number: 001-36827

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	64-0693170
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Hancock Plaza, 2510 14thStreet, Gulfport, Mississippi	39501
(Address of principal executive offices)	(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, address and fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ☒  Yes    ☐  No

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 

84,519,088 common shares were outstanding as of May 1, 2017.  

1

Hancock Holding Company

Index

Part I. Financial Information		Page Number
ITEM 1.	Financial Statements
	Consolidated Balance Sheets – March 31, 2017 (unaudited) and December 31, 2016	5
	Consolidated Statements of Income (unaudited) - Three months ended March 31, 2017 and 2016	6
	Consolidated Statements of Comprehensive Income (unaudited) – Three months ended March 31, 2017 and 2016	7
	Consolidated Statements of Changes in Stockholders’ Equity - (unaudited) – Three months ended March 31, 2017 and 2016	8
	Consolidated Statements of Cash Flows (unaudited) - Three months ended March 31, 2017 and 2016	9
	Notes to Consolidated Financial Statements (unaudited) –March 31, 2017	10
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	58
ITEM 4.	Controls and Procedures	58
Part II.  Other Information
ITEM 1.	Legal Proceedings	59
ITEM 1A.	Risk Factors	59
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
ITEM 3.	Default on Senior Securities	N/A
ITEM 4.	Mine Safety Disclosures	N/A
ITEM 5.	Other Information	N/A
ITEM 6.	Exhibits	59
Signatures

2

Hancock Holding Company

Glossary of Defined Terms

AFS – available for sale securities

AOCI – accumulated other comprehensive income

ALLL – allowance for loan and lease losses

ASC – Accounting Standards Codification

ASU – Accounting Standards Update

ATM - automatic teller machine

Bank – Whitney Bank

Basel II - Basel Committee's 2004 Regulatory Capital Framework (Second Accord)

Basel III - Basel Committee's 2010 Regulatory Capital Framework (Third Accord)

Basel Committee - Basel Committee on Banking Supervision

Beige Book - Federal Reserve’s Summary of Commentary on Current Economic Conditions

bp(s) – basis point(s)

C&I – commercial and industrial loans

CD – certificate of deposit

CDE – Community Development Entity

CMO – Collateralized Mortgage Obligation

Company – Hancock Holding Company and its wholly-owned subsidiaries

CRE – commercial real estate

Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer Protection Act

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

Federal Reserve Bank – The 12 banks that are the operating arms of the U.S. central bank. They implement the

policies of the Federal Reserve Board and also conduct economic research.

Federal Reserve Board – The 7-member Board of Governors that oversees the Federal Reserve System, establishes

monetary policy (interest rates, credit, etc.), and monitors the economic health of the country. Its members are appointed

by the President subject to Senate confirmation, and serve 14-year terms.

Federal Reserve System – The 12 Federal Reserve Banks, with each one serving member banks in its own district.

This system, supervised by the Federal Reserve Board, has broad regulatory powers over the money supply and the

credit structure.

FHLB – Federal Home Loan Bank

FNBC – First NBC Bank

GAAP – Generally Accepted Accounting Principles in the United States of America

Hancock – Hancock Holding Company

Hancock Bank – Whitney Bank does business as Hancock Bank in Mississippi, Alabama, and Florida

HTM – held to maturity securities

LIBOR – London Interbank Offered Rate

LIHTC – Low Income Housing Tax Credit

MD&A – management’s discussion and analysis of financial condition and results of operations

NAICS – North American Industry Classification System

n/m – not meaningful

OCI – other comprehensive income

OFI – Louisiana Office of Financial Institutions

ORE – other real estate defined as foreclosed and surplus real estate

Parent Company – Hancock Holding Company

PCI – purchased credit impaired loans

Repos – securities sold under agreements to repurchase

SEC – U.S. Securities and Exchange Commission

Securities Act – Securities Act of 1933, as amended

3

te– tax equivalent adjustment

TDR – troubled debt restructuring (as defined in ASC 310-40)

TSR – total shareholder return

U.S. Treasury – The United States Department of the Treasury

Whitney Bank – wholly-owned subsidiary of Hancock Holding Company, through which Hancock conducts its banking operations

4

Part I. Financial Information

Item 1. Financial Statements

Hancock Holding Company and Subsidiaries

Consolidated Balance Sheets

	March 31,		December 31,
(in thousands, except share data)	2017		2016
ASSETS		unaudited
Cash and due from banks	$	333,314	$	372,689
Interest-bearing bank deposits		50,452		77,235
Federal funds sold		821		942
Securities available for sale, at fair value (amortized cost of $2,541,535 and $2,562,000)		2,498,761		2,516,908
Securities held to maturity (fair value of $2,477,420 and $2,470,117)		2,502,512		2,500,220
Loans held for sale		20,883		34,064
Loans		18,204,868		16,752,151
Less: allowance for loan losses		(213,550)		(229,418)
Loans, net		17,991,318		16,522,733
Property and equipment, net of accumulated depreciation of $236,166 and $231,127		374,112		361,612
Prepaid expenses		22,033		18,038
Other real estate, net		17,068		18,884
Accrued interest receivable		70,975		65,887
Goodwill		716,761		621,193
Other intangible assets, net		86,952		87,757
Life insurance contracts		484,042		480,406
FDIC loss share receivable		13,320		16,219
Deferred tax asset, net		96,078		104,435
Other assets		205,624		176,080
Total assets	$	25,485,026	$	23,975,302
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	7,722,279	$	7,658,203
Interest-bearing		12,199,741		11,766,063
Total deposits		19,922,020		19,424,266
Short-term borrowings		2,121,932		1,225,406
Long-term debt		525,082		436,280
Accrued interest payable		10,476		9,574
Other liabilities		141,894		160,008
Total liabilities		22,721,404		21,255,534
Stockholders' equity
Common stock		291,358		291,358
Capital surplus		1,711,823		1,698,253
Retained earnings		878,953		850,689
Accumulated other comprehensive loss, net		(118,512)		(120,532)
Total stockholders' equity		2,763,622		2,719,768
Total liabilities and stockholders' equity	$	25,485,026	$	23,975,302
Common shares authorized (par value of $3.33 per share)		350,000		350,000
Common shares issued		87,495		87,495
Common shares outstanding		84,517		84,235

See notes to unaudited consolidated financial statements.

5

Hancock Holding Company and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	Three months Ended
	March 31,
(in thousands, except per share data)	2017		2016
Interest income:
Loans, including fees	$	172,781	$	154,113
Loans held for sale		217		159
Securities-taxable		23,367		23,957
Securities-tax exempt		5,407		1,802
Short-term investments		743		610
Total interest income		202,515		180,641
Interest expense:
Deposits		12,819		11,733
Short-term borrowings		2,941		993
Long-term debt		5,064		5,079
Total interest expense		20,824		17,805
Net interest income		181,691		162,836
Provision for loan losses		15,991		60,036
Net interest income after provision for loan losses		165,700		102,800
Noninterest income:
Service charges on deposit accounts		19,206		18,383
Trust fees		11,211		11,224
Bank card and ATM fees		12,468		11,348
Investment and annuity fees		4,599		4,933
Secondary mortgage market operations		3,567		2,912
Insurance commissions and fees		665		1,307
Amortization of FDIC loss share receivable		(1,100)		(1,613)
Other income		12,875		9,346
Securities transactions		—		346
Total noninterest income		63,491		58,186
Noninterest expense:
Compensation expense		73,099		73,001
Employee benefits		16,020		15,714
Personnel expense		89,119		88,715
Net occupancy expense		10,757		10,356
Equipment expense		3,714		3,774
Data processing expense		15,397		14,207
Professional services expense		11,276		7,621
Amortization of intangibles		4,705		5,124
Telecommunications and postage		3,467		3,361
Deposit insurance and regulatory fees		6,490		5,397
Other real estate expense, net		(13)		768
Other expense		18,630		16,709
Total noninterest expense		163,542		156,032
Income before income taxes		65,649		4,954
Income taxes		16,635		1,115
Net income	$	49,014	$	3,839
Earnings per common share-basic	$	0.57	$	0.05
Earnings per common share-diluted	$	0.57	$	0.05
Dividends paid per share	$	0.24	$	0.24
Weighted average shares outstanding-basic		84,365		77,501
Weighted average shares outstanding-diluted		84,624		77,672

See notes to unaudited consolidated financial statements.

6

Hancock Holding Company and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three months Ended
	March 31,
(in thousands)	2017		2016
Net income	$	49,014	$	3,839
Other comprehensive income:
Net change in unrealized gain on securities available for sale and hedges		1,184		28,972
Reclassification of net losses realized and included in earnings		1,387		1,091
Amortization of unrealized net gain on securities transferred to held to maturity		650		798
Other comprehensive income before income taxes		3,221		30,861
Income tax expense		1,201		11,332
Other comprehensive income net of income taxes		2,020		19,529
Comprehensive income	$	51,034	$	23,368

See notes to unaudited consolidated financial statements.

7

Hancock Holding Company and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

								Accumulated
								Other
								Comprehensive
	Common Stock			Capital		Retained		Income (Loss),
(in thousands, except per share data)	Shares issued	Amount		Surplus		Earnings		net		Total
Balance, December 31, 2015	87,491	$	291,346	$	1,424,448	$	777,944	$	(80,595)	$	2,413,143
Net income	—		—		—		3,839		—		3,839
Other comprehensive income	—		—		—		—		19,529		19,529
Comprehensive income	—		—		—		3,839		19,529		23,368
Cash dividends declared ($0.24 per common share)	—		—		—		(19,131)		—		(19,131)
Common stock activity, long-term  incentive plan	—		—		3,660		—		—		3,660
Balance, March 31, 2016	87,491	$	291,346	$	1,428,108	$	762,652	$	(61,066)	$	2,421,040
Balance, December 31, 2016	87,495	$	291,358	$	1,698,253	$	850,689	$	(120,532)	$	2,719,768
Net income	—		—		—		49,014		—		49,014
Other comprehensive income	—		—		—		—		2,020		2,020
Comprehensive income	—		—		—		49,014		2,020		51,034
Cash dividends declared ($0.24 per common share)	—		—		—		(20,793)		—		(20,793)
Common stock activity, long-term incentive plan	—		—		12,815		43		—		12,858
Issuance of stock from dividend reinvestment and stock purchase plan	—		—		755		—		—		755
Balance, March 31, 2017	87,495	$	291,358	$	1,711,823	$	878,953	$	(118,512)	$	2,763,622

See notes to unaudited consolidated financial statements.

8

Hancock Holding Company and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Three months Ended
	March 31,
(in thousands)	2017		2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	49,014	$	3,839
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,915		7,199
Provision for loan losses		15,991		60,036
(Gain) loss on other real estate owned		(54)		416
Deferred tax expense (benefit)		7,156		(8,041)
Increase in cash surrender value of life insurance contracts		(3,636)		(1,208)
Loss (gain) on disposal of other assets		229		(2,111)
Net decrease (increase) in loans held for sale		13,966		(3,308)
Net amortization of securities premium/discount		7,323		5,799
Amortization of intangible assets		4,705		5,124
Amortization of FDIC indemnification asset		1,100		1,613
Stock-based compensation expense		4,209		4,050
Decrease in interest payable and other liabilities		(33,323)		(8,438)
Net payments to FDIC for loss share claims		(1,131)		(302)
Decrease in FDIC loss share receivable		902		557
Decrease in other assets		21,362		27,488
Other, net		1,600		143
Net cash provided by operating activities		96,328		92,856
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale		—		47,774
Proceeds from maturities of securities available for sale		81,116		86,966
Purchases of securities available for sale		(60,484)		(167,419)
Proceeds from maturities of securities held to maturity		92,684		86,632
Purchases of securities held to maturity		(87,847)		(236,117)
Net decrease in short-term investments		9,428		414,004
Net increase in loans		(273,466)		(289,324)
Purchases of property and equipment		(7,329)		(1,550)
Proceeds from sales of property and equipment		17		—
Proceeds from sales of other real estate		3,099		4,316
Cash paid for acquisition, net of cash received		(322,708)		—
Other, net		(39,588)		3,567
Net cash used in investing activities		(605,078)		(51,151)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		99,583		307,254
Net increase (decrease) in short-term borrowings		385,777		(322,857)
Repayments of long-term debt		(4,475)		(19,551)
Net proceeds from issuance of long-term debt		41		66
Dividends paid		(20,793)		(19,131)
Cash paid for taxes with forfeited shares of stock		(163)		(127)
Proceeds from exercise of stock options		8,650		—
Proceeds from dividend reinvestment and stock purchase plan		755		—
Other, net		—		(134)
Net cash provided (used in) by financing activities		469,375		(54,480)
NET DECREASE IN CASH AND DUE FROM BANKS		(39,375)		(12,775)
CASH AND DUE FROM BANKS, BEGINNING		372,689		303,874
CASH AND DUE FROM BANKS, ENDING	$	333,314	$	291,099
SUPPLEMENTAL INFORMATION FOR NON-CASH
INVESTING AND FINANCING ACTIVITIES
Assets acquired in settlement of loans	$	1,031	$	1,662

See notes to unaudited consolidated financial statements.

9

1.  Basis of Presentation

The consolidated financial statements include the accounts of Hancock Holding Company and all other entities in which it has a controlling interest (the “Company”). The financial statements include all adjustments that are, in the opinion of management, necessary to present fairly the Company’s financial condition, results of operations, changes in stockholders’ equity and cash flows for the interim periods presented.  The Company has also evaluated all subsequent events for potential recognition and disclosure through the filing of this Form 10-Q.  Some financial information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  Financial information reported in these financial statements is not necessarily indicative of the Company’s financial condition, results of operations, or cash flows for any other interim or annual period.

Certain prior period amounts have been reclassified to conform to the current period presentation.  The presentation of loan disclosures has been modified from prior filings as discussed in Note 4 – Loans and Allowance for Loan Losses.  Select Stockholders’ Equity line items in the Consolidated Balance Sheets and Statements of Changes in Stockholders’ Equity have been modified to simplify the presentation as discussed in Note 7 – Stockholders’ Equity.  Presentation of derivatives contracts cleared through a central clearing counterparty has been revised prospectively to reflect netting of variation margin as settlements to the derivative assets and liabilities rather than collateral, effective January 3, 2017, as discussed in Note 6 – Derivatives.  These changes in presentation did not have a material impact on the Company’s financial condition or operating results.

Use of Estimates

The accounting principles the Company follows and the methods for applying these principles conform with GAAP and with general practices followed by the banking industry.   These accounting principles require management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and the accompanying notes.  Actual results could differ from those estimates.

Critical Accounting Policies and Estimates

There were no material changes or developments with respect to methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016.

2.  Acquisition

On March 10, 2017, the Company, through its banking subsidiary, Whitney Bank (“Whitney”), completed the acquisition of certain assets and liabilities, including nine branches, from First NBC Bank (“FNBC”).  This in-market transaction strengthens our position in the Greater New Orleans area.  Whitney paid approximately $323 million in cash consideration ($326 million cash paid net of $3 million in branch cash acquired), including a $41.6 million transaction premium for the earnings stream acquired. 

The transaction was accounted for as a business combination and therefore, assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date. 

10

The following table provides the assets purchased and liabilities assumed.

Fair value of net assets acquired at date of acquisition -  March 10, 2017

(in thousands)
ASSETS
Cash and due from banks	$	2,856
Total loans		1,211,523
Property and equipment		12,332
Accrued interest receivable		2,969
Identifiable intangible assets		3,900
Other assets		63
Total identifiable assets	$	1,233,643
LIABILITIES
Deposits	$	398,171
Short-term borrowings		510,749
Long-term debt		93,120
Other liabilities		1,607
Total liabilities	$	1,003,647
Net identifiable assets acquired		229,996
Goodwill		95,568
Net assets acquired	$	325,564

The loans were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan losses.  The acquired loans were considered to be performing (“purchased credit performing”) based on such factors as past due status, nonaccrual status and are accounted for under Accounting Standards Codification (“ASC”) 310-20.  The difference at the acquisition date between the fair value and the contractual amounts due (the “fair value discount”) of $52.7 million will be accreted into income over the estimated lives of the loan pools established in the valuation.

The Company assumed approximately $604 million borrowings in the acquisition, consisting of both short-term and long-term Federal Home Loan Bank (“FHLB”) borrowings. The short-term borrowings consist of $460 million in variable-rate term notes; $200 million matures in 2025 and $260 million matures in 2026.  These notes re-price quarterly and may be re-paid at the Company’s option, either in whole or in-part, on any quarterly re-pricing date.  Also included in short-term borrowings are $51 million in fixed-rate term notes that mature in 2017.  The long-term borrowings include $93.1 million in fixed-rate term notes: $88 million that mature in 2018,  $3.2 million that mature in 2019, and $1.9 million that mature in 2023.  

Identifiable intangible assets consist of core deposit intangibles totaling $3.9 million that will be amortized using sum of years’ digits over the asset’s life of eight years.  Goodwill totaling $95.6 million represents the excess of the consideration paid over the fair value of the net assets acquired and is expected to be deductible for federal income tax purposes.  There were no other changes to goodwill during the reporting period.

The operating results of the Company for the three months ended March 31, 2017 include the results from the operations acquired in the FNBC transaction since March 10, 2017.  FNBC’s operations contributed approximately $5.1 million in revenue, net of interest expense, and an estimated $2.9 million in net income for the period from the acquisition date, excluding the impact of merger related expense noted below.

Merger-related charges of $6.5 million associated with the FNBC acquisition are included in noninterest expense for 2017.  These expenses were primarily for professional fees, totaling $4.6 million, and $1.5 million in costs related to branch and office consolidations, in addition to marketing and promotion expenses, and retention and severance costs.  The Company expects to incur additional merger-related expense in the second quarter of 2017 with branch consolidation and operations conversion.

11

3.  Securities

The amortized cost and estimated fair value of securities classified as available for sale and held to maturity follow.

Securities Available for Sale
(in thousands)	March 31, 2017								December 31, 2016
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
US Treasury and government agency securities	$	76,049	$	—	$	1,553	$	74,496	$	56,751	$	—	$	1,923	$	54,828
Municipal obligations		251,416		157		10,537		241,036		253,228		113		11,186		242,155
Residential mortgage-backed securities		1,568,001		10,377		18,961		1,559,417		1,620,191		10,592		19,428		1,611,355
Commercial mortgage-backed securities		450,197		211		22,360		428,048		425,750		—		23,159		402,591
Collateralized mortgage obligations		192,372		491		599		192,264		202,580		490		591		202,479
Corporate debt securities		3,500		—		—		3,500		3,500		—		—		3,500
	$	2,541,535	$	11,236	$	54,010	$	2,498,761	$	2,562,000	$	11,195	$	56,287	$	2,516,908

Securities Held to Maturity
(in thousands)	March 31, 2017								December 31, 2016
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
US Treasury and government agency securities	$	50,000	$	—	$	55	$	49,945	$	50,000	$	—	$	44	$	49,956
Municipal obligations		734,075		3,345		17,604		719,816		648,093		2,147		20,175		630,065
Residential mortgage-backed securities		830,522		3,481		1,980		832,023		862,162		4,329		3,068		863,423
Commercial mortgage-backed securities		75,722		—		4,348		71,374		75,739		—		4,038		71,701
Collateralized mortgage obligations		812,193		1,588		9,519		804,262		864,226		1,420		10,674		854,972
	$	2,502,512	$	8,414	$	33,506	$	2,477,420	$	2,500,220	$	7,896	$	37,999	$	2,470,117

The following table presents the amortized cost and estimated fair value of debt securities at March 31, 2017 by contractual maturity.  Actual maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties and scheduled and unscheduled principal payments on mortgage-backed securities and collateralized mortgage obligations.

(in thousands)	Amortized		Fair
Debt Securities Available for Sale	Cost		Value
Due in one year or less	$	4,711	$	4,735
Due after one year through five years		40,658		41,205
Due after five years through ten years		1,025,204		999,011
Due after ten years		1,470,962		1,453,810
Total available for sale debt securities	$	2,541,535	$	2,498,761
	Amortized		Fair
Debt Securities Held to Maturity	Cost		Value
Due in one year or less	$	10,520	$	10,624
Due after one year through five years		124,250		125,558
Due after five years through ten years		838,244		817,979
Due after ten years		1,529,498		1,523,259
Total held to maturity securities	$	2,502,512	$	2,477,420

The Company held no securities classified as trading at March 31, 2017 or December 31, 2016.

12

The details for securities classified as available for sale with unrealized losses for the periods indicated follow.

Available for Sale
March 31, 2017	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	74,460		1,553	$	—	$	—	$	74,460	$	1,553
Municipal obligations		228,433		10,537		—		—		228,433		10,537
Residential mortgage-backed securities		1,051,706		18,885		3,110		76		1,054,816		18,961
Commercial mortgage-backed securities		403,123		22,360		—		—		403,123		22,360
Collateralized mortgage obligations		78,217		599		—		—		78,217		599
	$	1,835,939	$	53,934	$	3,110	$	76	$	1,839,049	$	54,010

Available for Sale
December 31, 2016	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	54,788	$	1,923	$	—	$	—	$	54,788	$	1,923
Municipal obligations		228,588		11,186		—		—		228,588		11,186
Residential mortgage-backed securities		1,087,644		19,359		3,738		69		1,091,382		19,428
Commercial mortgage-backed securities		402,591		23,159		—		—		402,591		23,159
Collateralized mortgage obligations		83,701		591		—		—		83,701		591
	$	1,857,312	$	56,218	$	3,738	$	69	$	1,861,050	$	56,287

The details for securities classified as held to maturity with unrealized losses for the periods indicated follow.

Held to maturity
March 31, 2017	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	49,946	$	55	$	—	$	—	$	49,946	$	55
Municipal obligations		454,266		17,331		7,269		273		461,535		17,604
Residential mortgage-backed securities		279,443		1,980		—		—		279,443		1,980
Commercial mortgage-backed securities		71,373		4,348		—		—		71,373		4,348
Collateralized mortgage obligations		506,593		6,343		104,011		3,176		610,604		9,519
	$	1,361,621	$	30,057	$	111,280	$	3,449	$	1,472,901	$	33,506

Held to maturity
December 31, 2016	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
U.S. Treasury and government agency securities	$	49,956	$	44	$	—	$	—	$	49,956	$	44
Municipal obligations		494,470		19,706		11,750		469		506,220		20,175
Residential mortgage-backed securities		278,369		3,068		—		—		278,369		3,068
Commercial mortgage-backed securities		71,701		4,038		—		—		71,701		4,038
Collateralized mortgage obligations		618,739		7,296		115,375		3,378		734,114		10,674
	$	1,513,235	$	34,152	$	127,125	$	3,847	$	1,640,360	$	37,999

The unrealized losses primarily relate to changes in market rates on fixed-rate debt securities since the respective purchase dates.  In all cases, the indicated impairment on these debt securities would be recovered no later than the security’s maturity date or possibly earlier if the market price for the security increases with a reduction in the yield required by the market.  None of the unrealized losses relate to the marketability of the securities or the issuer’s ability to meet contractual obligations.  The Company believes it has adequate liquidity and, therefore, does not plan to and, more likely than not, will not be required to sell these securities before recovery of the indicated impairment.  Accordingly, the unrealized losses on these securities have been determined to be temporary.

13

There were no sales of securities for the three months ended March 31, 2017. Proceeds from the sales of securities were approximately $47.8 million with a gross gain of $0.3 million for the three months ended March 31, 2016, respectively. 

Securities with carrying values totaling $4.0 billion at March 31, 2017and $3.8 billion at December 31, 2016 were pledged as collateral primarily to secure public deposits or securities sold under agreements to repurchase.

4.  Loans and Allowance for Loan Losses

The presentation of loan disclosures has been modified from prior filings to eliminate segmentation of Acquired (2011 Whitney Holding Corporation transaction) and FDIC Acquired (2009 Peoples First Community Bank transaction) due to the significantly reduced size of these portfolios.  The revised presentation reflects purchased credit impaired (“PCI”) loan information in select tables.  PCI loans include the total FDIC Acquired portfolio and the portion of the Acquired portfolio deemed credit impaired at acquisition. In addition, the revised presentation includes further segmentation of the commercial real estate portfolio between owner occupied and income producing loans due to the significant differences in risk characteristics of these loans and to conform more closely to regulatory concentration segments and general industry practices.  All prior period information has been reclassified to conform to the current period presentation.  

The Company generally makes loans in its market areas of south Mississippi, southern and central Alabama, south Louisiana, the Houston, Texas areas and the northern, central and panhandle regions of Florida. Loans, net of unearned income, by portfolio are presented in the table below.

	March 31,		December 31,
(in thousands)	2017		2016
Commercial non-real estate	$	8,074,287	$	7,613,917
Commercial real estate - owner occupied		2,047,451		1,906,821
Total commercial & industrial		10,121,738		9,520,738
Commercial real estate - income producing		2,505,104		2,013,890
Construction and land development		1,252,667		1,010,879
Residential mortgages		2,266,263		2,146,713
Consumer		2,059,096		2,059,931
Total loans	$	18,204,868	$	16,752,151

The following briefly describes the composition of each loan category.

Commercial and industrial

Commercial and industrial loans are made available to businesses for working capital (including financing of inventory and receivables), business expansion, to facilitate the acquisition of a business, and the purchase of equipment and machinery, including equipment leasing. These loans are primarily made based on the identified cash flows of the borrower and, when secured, have the added strength of the underlying collateral.

Commercial non-real estate loans may be secured by the assets being financed or other business assets such as accounts receivable, inventory, ownership or commodity interests, and may incorporate a personal or corporate guarantee; however, some short-term loans may be made on an unsecured basis, including a small portfolio of corporate credit cards, generally issued as a part of overall customer relationships.

Commercial real estate – owner occupied loans consist of commercial mortgages on properties where repayment is generally dependent on the cash flow from the ongoing operations and activities of the borrower.  Like commercial non-real estate, these loans are primarily made based on the identified cash flows of the borrower, but also have the added strength of the value of underlying real estate collateral.  

Commercial real estate – income producing

Commercial real estate – income producing loans consist of loans secured by commercial mortgages on properties where the loan is made to real estate developers or investors and repayment is dependent on the sale, refinance, or income generated from the operation of the property.  Properties financed include retail, office, multifamily, senior housing, hotel/motel, skilled nursing facilities and other commercial properties. 

14

Construction and land development

Construction and land development loans are made to facilitate the acquisition, development, improvement and construction of both commercial and residential-purpose properties.  Such loans are made to builders and investors where repayment is expected to be made from the sale, refinance or operation of the property or to businesses to be used in their business operations.  This portfolio also includes a small amount of residential construction loans and loans secured by raw land not yet under development.   

Residential Mortgages

Residential mortgages consist of closed-end loans secured by first liens on 1- 4 family residential properties. The portfolio includes both fixed and adjustable rate loans, although most longer-term, fixed-rate loans originated are sold in the secondary mortgage market.  

Consumer

Consumer loans include second lien mortgage home loans, home equity lines of credit and nonresidential consumer purpose loans. Nonresidential consumer loans include both direct and indirect loans.   Direct nonresidential consumer loans are made to finance the purchase of personal property, including automobiles, recreational vehicles and boats, and for other personal purposes (secured and unsecured), and deposit account secured loans. Indirect nonresidential loans include automobile financing provided to the consumer through an agreement with automobile dealerships.  Consumer loans also include a small portfolio of credit card receivables issued on the basis of applications received through referrals from the Bank’s branches, online and other marketing efforts.    

Allowance for Loan Losses

The following schedule shows activity in the allowance for loan losses by portfolio class for the three months ended March 31, 2017 and 2016, as well as the corresponding recorded investment in loans at the end of each period.

			Commercial				Commercial
	Commercial		real estate-		Total		real estate-		Construction
		non-real	owner		commercial &		income		and land		Residential
(in thousands)	estate		occupied		industrial		producing		development		mortgages		Consumer		Total
	Three months ended March 31, 2017
Allowance for loan  losses:
Beginning balance	$	147,052	$	11,083	$	158,135	$	13,509	$	6,271	$	25,361	$	26,142	$	229,418
Purchased credit impaired activity:
Charge-offs		—		—		—		—		(54)		(59)		(139)		(252)
Recoveries		2		75		77		—		23		5		29		134
Net provision for loan losses		(46)		(182)		(228)		(40)		(92)		(7)		(39)		(406)
Decrease in FDIC loss share receivable		(31)		—		(31)		—		—		(1,696)		(103)		(1,830)
Non-purchased credit impaired activity:
Charge-offs		(24,791)		(29)		(24,820)		(7)		(37)		(289)		(8,539)		(33,692)
Recoveries		936		200		1,136		375		448		108		1,714		3,781
Net provision for loan losses		8,147		375		8,522		(226)		161		383		7,557		16,397
Ending balance	$	131,269	$	11,522	$	142,791	$	13,611	$	6,720	$	23,806	$	26,622	$	213,550
Ending balance:
Allowance:
Individually evaluated for impairment	$	15,017	$	76	$	15,093	$	1,114	$	1	$	94	$	199	$	16,501
Amounts related to purchased credit impaired loans		411		787		1,198		213		283		13,286		1,019		15,999
Collectively evaluated for impairment		115,841		10,659		126,500		12,284		6,436		10,426		25,404		181,050
Total allowance	$	131,269	$	11,522	$	142,791	$	13,611	$	6,720	$	23,806	$	26,622	$	213,550
Loans:
Individually evaluated for impairment	$	231,988	$	3,894	$	235,882	$	13,599	$	1,592	$	3,236	$	2,149	$	256,458
Purchased credit impaired loans		6,693		12,468		19,161		7,669		4,326		138,260		9,951		179,367
Collectively evaluated for impairment		7,835,606		2,031,089		9,866,695		2,483,836		1,246,749		2,124,767		2,046,996		17,769,043
Total loans	$	8,074,287	$	2,047,451	$	10,121,738	$	2,505,104	$	1,252,667	$	2,266,263	$	2,059,096	$	18,204,868

15

			Commercial				Commercial
	Commercial		real estate-		Total		real estate-		Construction
	non-real		owner		commercial &		income		and land		Residential
(in thousands)	estate		occupied		industrial		producing		development		mortgages		Consumer		Total
	Three months ended March 31, 2016
Allowance for loan  losses:
Beginning balance	$	109,428	$	9,858	$	119,286	$	6,041	$	5,642	$	25,353	$	24,857	$	181,179
Purchased credit impaired activity:
Charge-offs		—		(28)		(28)		(1)		(18)		—		—		(47)
Recoveries		3		35		38		1		35		1		39		114
Net provision for loan losses		7		(194)		(187)		(109)		(151)		1,130		(1,179)		(496)
Decrease in FDIC loss share receivable		(17)		—		(17)		—		—		(2,153)		(19)		(2,189)
Non-purchased credit impaired activity:
Charge-offs		(17,667)		(783)		(18,450)		(115)		(110)		(175)		(5,843)		(24,693)
Recoveries		809		41		850		144		605		301		1,494		3,394
Net provision for loan losses		52,096		5,667		57,763		1,632		(1,627)		235		2,529		60,532
Ending balance	$	144,659	$	14,596	$	159,255	$	7,593	$	4,376	$	24,692	$	21,878	$	217,794
Ending balance:
Allowance:
Individually evaluated for impairment	$	26,502	$	67	$	26,569	$	1,272	$	185	$	125	$	16	$	28,167
Amounts related to purchased credit impaired loans		439		906		1,345		605		523		16,641		1,388		20,502
Collectively evaluated for impairment		117,718		13,623		131,341		5,716		3,668		7,926		20,474		169,125
Total allowance	$	144,659	$	14,596	$	159,255	$	7,593	$	4,376	$	24,692	$	21,878	$	217,794
Loans:
Individually evaluated for impairment	$	201,029	$	6,018	$	207,047	$	8,681	$	14,072	$	883	$	58	$	230,741
Purchased credit impaired loans		12,659		15,864		28,523		11,185		8,930		161,078		12,177		221,893
Collectively evaluated for impairment		6,931,718		1,901,465		8,833,183		1,732,879		1,072,412		1,839,006		2,048,010		15,525,490
Total loans	$	7,145,406	$	1,923,347	$	9,068,753	$	1,752,745	$	1,095,414	$	2,000,967	$	2,060,245	$	15,978,124

Impaired Loans

The following table shows the composition of nonaccrual loans by portfolio class.  Purchased credit impaired loans accounted for in pools with an accretable yield are considered to be performing and are excluded from the table. 

	March 31,		December 31,
(in thousands)	2017		2016
Commercial non-real estate	$	198,137	$	249,037
Commercial real estate - owner occupied		11,167		14,413
Total commercial & industrial		209,304		263,450
Commercial real estate - income producing		13,348		13,954
Construction and land development		3,561		4,550
Residential mortgages		23,012		23,665
Consumer		13,424		12,351
Total loans	$	262,649	$	317,970

16

Nonaccrual loans include loans modified in troubled debt restructurings (“TDRs”) of $112.6 million and $81.9 million at March 31, 2017 and December 31, 2016, respectively.  Total TDRs, both accruing and nonaccruing, were $159.9 million as of March 31, 2017 and $121.7 million at December 31, 2016.  All TDRs are individually evaluated for impairment.

The table below details TDRs that were modified during the three months ended March 31, 2017 and March 31, 2016 by portfolio class. 

	Three months Ended
($ in thousands)		March 31, 2017						March 31, 2016
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
			Outstanding		Outstanding				Outstanding		Outstanding
		Number of	Recorded		Recorded			Number of	Recorded		Recorded
Troubled Debt Restructurings:		Contracts	Investment		Investment		Contracts		Investment		Investment
Commercial non-real estate		9	$	38,659	$	38,659		11	$	51,246	$	51,246
Commercial real estate - owner occupied		1		656		656		—		—		—
Total commercial & industrial		10		39,315		39,315		11		51,246		51,246
Commercial real estate - income producing		2		5,527		5,527		—		—		—
Construction and land development		—		—		—		—		—		—
Residential mortgages		1		250		250		—		—		—
Consumer		—		—		—		—		—		—
Total loans		13	$	45,092	$	45,092		11	$	51,246	$	51,246

The TDRs during the three months ended March 31, 2017 reflected in the table above include $27.4 million of loans with extended amortization terms or other payment concessions, $10.7 million of loans with significant covenant waivers and $6.9 million with other modifications.  The TDRs during the three months ended March 31, 2016 include $26.8 million of loans with extended terms or other payment concessions and $24.6 million of other modifications.

No TDRs that subsequently defaulted within twelve months of modification were recorded in the three months ended March 31, 2017 or 2016. 

17

The tables below present loans that are individually evaluated for impairment disaggregated by portfolio class at March 31, 2017 and December 31, 2016.  Loans individually evaluated for impairment include TDRs and loans that are determined to be impaired and have aggregate relationship balances of $1 million or more. 

	March 31, 2017
		Recorded investment		Recorded investment		Unpaid
(in thousands)		without an allowance		with an allowance		principal balance		Related allowance
Commercial non-real estate	$	120,166	$	111,822	$	244,153	$	15,017
Commercial real estate - owner occupied		2,801		1,093		4,265		76
Total commercial & industrial		122,967		112,915		248,418		15,093
Commercial real estate - income producing		5,740		7,859		13,934		1,114
Construction and land development		1,576		16		2,556		1
Residential mortgages		2,158		1,078		3,761		94
Consumer		1,243		906		2,149		199
Total loans	$	133,684	$	122,774	$	270,818	$	16,501
	December 31, 2016
		Recorded investment		Recorded investment		Unpaid
(in thousands)		without an allowance		with an allowance		principal balance		Related allowance
Commercial non-real estate	$	150,650	$	120,612	$	295,445	$	28,187
Commercial real estate - owner occupied		4,261		2,007		6,646		246
Total commercial & industrial		154,911		122,619		302,091		28,433
Commercial real estate - income producing		10,447		4,929		15,708		466
Construction and land development		1,106		832		2,903		38
Residential mortgages		2,877		1,470		4,865		91
Consumer		—		2,154		2,155		267
Total loans	$	169,341	$	132,004	$	327,722	$	29,295

	Three Months Ended
	March 31, 2017				March 31, 2016
	Average		Interest		Average			Interest
	recorded		income		recorded			income
(in thousands)	investment		recognized		investment			recognized
Commercial non-real estate	$	251,625	$	337	$	141,326	$	182
Commercial real estate - owner occupied		5,081		4		5,713		14
Total commercial & industrial		256,706		341		147,039		196
Commercial real estate - income producing		14,487		43		9,902		22
Construction and land development		1,766		—		14,149		—
Residential mortgages		3,792		2		889		2
Consumer		2,152		2		105		1
Total loans	$	278,903	$	388	$	172,084	$	221

18

Aging Analysis

The tables below present the age analysis of past due loans by portfolio class at March 31, 2017 and December 31, 2016.  Purchased credit impaired loans accounted for in pools with an accretable yield are considered to be current.

													Recorded
					Greater than								investment
	30-59 days		60-89 days		90 days		Total				Total		> 90 days and
March 31, 2017	past due		past due		past due		past due		Current		Loans		still accruing
(in thousands)
Commercial non-real estate	$	52,677	$	15,530	$	60,536	$	128,743	$	7,945,544	$	8,074,287	$	245
Commercial real estate - owner occupied		3,907		1,726		5,578		11,211		2,036,240		2,047,451		35
Total commercial & industrial		56,584		17,256		66,114		139,954		9,981,784		10,121,738		280
Commercial real estate - income producing		4,365		1,688		4,814		10,867		2,494,237		2,505,104		185
Construction and land development		14,845		343		2,944		18,132		1,234,535		1,252,667		25
Residential mortgages		18,104		5,104		15,655		38,863		2,227,400		2,266,263		—
Consumer		16,446		5,537		7,736		29,719		2,029,377		2,059,096		100
Total	$	110,344	$	29,928	$	97,263	$	237,535	$	17,967,333	$	18,204,868	$	590

													Recorded
					Greater than								investment
	30-59 days		60-89 days		90 days		Total				Total		> 90 days and
December 31, 2016	past due		past due		past due		past due		Current		Loans		still accruing
(in thousands)
Commercial non-real estate	$	19,722	$	1,909	$	68,505	$	90,136	$	7,523,781	$	7,613,917	$	384
Commercial real estate - owner occupied		3,008		581		6,310		9,899		1,896,922		1,906,821		52
Total commercial & industrial		22,730		2,490		74,815		100,035		9,420,703		9,520,738		436
Commercial real estate - income producing		838		50		5,026		5,914		2,007,976		2,013,890		216
Construction and land development		694		171		5,300		6,165		1,004,714		1,010,879		1,563
Residential mortgages		24,599		8,816		14,369		47,784		2,098,929		2,146,713		1
Consumer		18,621		7,441		9,147		35,209		2,024,722		2,059,931		823
Total	$	67,482	$	18,968	$	108,657	$	195,107	$	16,557,044	$	16,752,151	$	3,039

Credit Quality Indicators

The following tables present the credit quality indicators by segments and portfolio class of loans at March 31, 2017 and December 31, 2016. 

	March 31, 2017
(in thousands)	Commercial non-real estate		Commercial real estate - owner-occupied		Total commercial & industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	6,839,049	$	1,840,799	$	8,679,848	$	2,292,057	$	1,139,772	$	12,111,677
Pass-Watch		296,914		46,048		342,962		141,063		93,309		577,334
Special Mention		182,128		55,919		238,047		30,360		8,311		276,718
Substandard		744,326		104,685		849,011		41,614		11,275		901,900
Doubtful		11,870		—		11,870		10		—		11,880
Total	$	8,074,287	$	2,047,451	$	10,121,738	$	2,505,104	$	1,252,667	$	13,879,509
	December 31, 2016
(in thousands)	Commercial non-real estate		Commercial real estate - owner-occupied		Total commercial & industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	6,364,348	$	1,719,114	$	8,083,462	$	1,873,644	$	968,505	$	10,925,611
Pass-Watch		203,311		47,676		250,987		78,309		22,592		351,888
Special Mention		181,763		40,299		222,062		22,492		4,142		248,696
Substandard		846,793		99,732		946,525		39,434		15,640		1,001,599
Doubtful		17,702		—		17,702		11		—		17,713
Total	$	7,613,917	$	1,906,821	$	9,520,738	$	2,013,890	$	1,010,879	$	12,545,507

19

	March 31, 2017						December 31, 2016
(in thousands)	Residential mortgage		Consumer		Total		Residential mortgage		Consumer		Total
Performing	$	2,243,251	$	2,045,572	$	4,288,823	$	2,123,048	$	2,046,757	$	4,169,805
Nonperforming		23,012		13,524		36,536		23,665		13,174		36,839
Total	$	2,266,263	$	2,059,096	$	4,325,359	$	2,146,713	$	2,059,931	$	4,206,644

Below are the definitions of the Company’s internally assigned grades:

Commercial:

· Pass – loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.

· Pass-Watch – credits in this category are of sufficient risk to cause concern.  This category is reserved for credits that display negative performance trends.  The “Watch” grade should be regarded as a transition category.

· Special Mention – a criticized asset category defined as having potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the credit or the institution’s credit position.  Special mention credits are not considered part of the Classified credit categories and do not expose the institution to sufficient risk to warrant adverse classification.

· Substandard – an asset that is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

· Doubtful – an asset that has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection nor liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

· Loss – credits classified as Loss are considered uncollectable and are charged off promptly once so classified.

Residential and Consumer:

· Performing – loans on which payments of principal and interest are less than 90 days past due.

· Nonperforming – a nonperforming loan is a loan that is in default or close to being in default and there are good reasons to doubt that payments will be made in full.  All loans rated as nonaccrual loans are also classified as nonperforming.

Purchased Credit Impaired Loans

Changes in the carrying amount of purchased credit impaired loans and related accretable yield are presented in the following table for the three months ended March 31, 2017 and the year ended December 31, 2016.

	March 31, 2017				December 31, 2016
	Carrying				Carrying
	Amount		Accretable		Amount		Accretable
(in thousands)	of Loans		Yield		of Loans		Yield
Balance at beginning of period	$	190,915	$	113,686	$	225,838	$	129,488
Payments received, net		(16,422)		(1,477)		(55,194)		(11,024)
Accretion		4,874		(4,874)		20,271		(20,271)
Increase (decrease) in expected cash flows based on actual cash flows and changes in cash flow assumptions		—		4,318		—		5,358
Net transfers to (from) nonaccretable difference to accretable yield		—		3,422		—		10,135
Balance at end of period	$	179,367	$	115,075	$	190,915	$	113,686

Loans Acquired in an FDIC-Assisted Transaction and the Related FDIC Loss Share Receivable

Loans purchased in the 2009 acquisition of Peoples First Community Bank were covered by two loss share agreements between the FDIC and the Company.  The loss share agreement covering the non-single family portfolio expired in December 2014 and is now in a

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three-year recovery period where 80% of recoveries on reimbursed losses are due to the FDIC.  The loss share agreement covering the single family portfolio expires in December 2019.  As of March 31, 2017 and March 31, 2016, loans totaling $143.8 million and $168.1 million, respectively, were covered by the single family loss share agreement, providing considerable protection against credit risk.

The receivable arising from the loss share agreements (referred to as the “FDIC loss share receivable” on our consolidated statements of financial condition) is measured separately from the covered loans because the agreements are not contractually part of the loans and are not transferable should the Company choose to dispose of the loans.

The following schedule shows activity in the loss share receivable for the three months ended March 31, 2017 and 2016.

	Three months Ended
	March 31,		March 31,
(in thousands)	2017		2016
Beginning Balance	$	16,219	$	29,868
Amortization		(1,100)		(1,613)
Charge-offs, write-downs and other recoveries		(1,231)		(1,005)
External expenses qualifying under loss share agreement		131		465
Changes due to changes in cash flow projections		(1,830)		(2,189)
Net payments to FDIC		1,131		302
Ending balance	$	13,320	$	25,828

Residential Mortgage Loans in Process of Foreclosure

Included in loans are $7.5 million and $10.1 million of consumer loans secured by single family residential real estate that are in process of foreclosure as of March 31, 2017 and December 31, 2016, respectively.  Of these loans, $3.7 million and $4.9 million, respectively, are covered by the FDIC loss share agreement.  Loans in process of foreclosure include those for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction.  In addition to the single family residential real estate loans in process of foreclosure, the Company also held $3.1 million of foreclosed single family residential properties in other real estate owned as of March 31, 2017 and December 31, 2016.  Of these foreclosed properties, $0.7 million and $0.9 million as of March 31, 2017 and December 31, 2016, respectively, are also covered by the FDIC loss share agreement.

5.  Securities Sold under Agreements to Repurchase

Included in short-term borrowings at March 31, 2017 was $444.8 million of customer securities sold under agreements to repurchase (“repurchase agreements”) that mature daily and were secured by agency securities.  The Company borrows funds on a secured basis by selling securities under agreements to repurchase, mainly in connection with treasury management services offered to its deposit customers.As the Companymaintains effective control over assets sold under agreements to repurchase, the securities continue to be carried on the consolidated statements of financial condition. Because the Company acts as borrower transferring assets to the counterparty, and the agreements mature daily, the Company’s risk is limited.

6.  Derivatives

Risk Management Objective of Using Derivatives

The Company enters into derivative financial instruments to manage risks related to differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments, currently related to selectpools of variable rate loans and fixed-rate brokered deposits.  The Bank has also entered into interest rate derivative agreements as a service to certain qualifying customers.  The Bank manages a matched book with respect to these customer derivatives in order to minimize its net risk exposure resulting from such agreements.  The Bank also enters into risk participation agreements under which it may either sell or buy credit risk associated with a customer’s performance under certain interest rate derivative contracts related to loans in which participation interests have been sold to or purchased from other banks.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the notional amounts and fair values of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2017 and December 31, 2016.  Effective January 3, 2017, the Company’s central clearing counterparty amended its rulebook to legally characterize variation margin accounts as settlements, rather than being reflected separately as collateral.  As a result of that change, the Company began prospectively reflecting derivative assets

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and liabilities net of the central clearing counterparty derivative margin account.

			March 31, 2017					December 31, 2016
				Derivative (1)						Derivative (1)
(in thousands)	Type of Hedge		Notional or Contractual Amount	Assets		Liabilities		Notional or Contractual Amount		Assets		Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps	Cash Flow	$	850,000	$	37	$	8,958	$	1,100,000	$	—	$	7,787
Interest rate swaps	Fair Value		138,000		—		397		—		—		—
		$	988,000	$	37	$	9,355	$	1,100,000	$	—	$	7,787
Derivatives not designated as hedging instruments:
Interest rate swaps (2)	N/A	$	970,658	$	16,679	$	16,901	$	979,391	$	18,405	$	18,362
Risk participation agreements	N/A		100,777		41		105		84,732		50		105
Forward commitments to sell residential mortgage loans	N/A		78,398		207		1,183		75,676		900		221
Interest rate-lock commitments on residential mortgage loans	N/A		61,655		1,020		188		46,840		189		228
Foreign exchange forward contracts	N/A		54,666		651		610		56,152		771		729
		$	1,266,154	$	18,598	$	18,987	$	1,242,791	$	20,315	$	19,645
Total derivatives		$	2,254,154	$	18,635	$	28,342	$	2,342,791	$	20,315	$	27,432
Less:  netting adjustment(3)					(3,676)		(15,465)				—		—
Total derivative assets/liabilities				$	14,959	$	12,877			$	20,315	$	27,432

(1) Derivative assets and liabilities are reported at fair value in other assets or other liabilities, respectively, in the consolidated balance sheets.

(2) The notional amount represents both the customer accommodation agreements and offsetting agreements with unrelated financial institutions.

(3) Represents balance sheet netting of derivative assets and liabilities for variation margin collateral held or placed with the same central clearing counterparty.  See offsetting assets and liabilities for further information.

Cash Flow Hedges of Interest Rate Risk

The Company is party to various interest rate swap agreements designated and qualifying as cash flow hedges of the Company’s forecasted variable cash flows for pools of variable rate loans.   For each agreement, the Company receives interest at a fixed rate and pays at a variable rate.  The swap agreements expire as follows:  notional amount of $200million expires in 2017;  $200 million expire in2018;$250 million expire in 2019; and $200 million expires in2020.

During the terms of the swap agreements, the effective portion of changes in the fair value of the derivative instruments are recorded in Accumulated Other Comprehensive Income (“AOCI”) and subsequently reclassified into earnings in the periods that the hedged forecasted variable-rate interest payments affect earnings.  The impact on AOCI is reflected in Note 7.  There was no ineffective portion of the change in fair value of the derivative recognized directly in earnings.

Fair Value Hedges of Interest Rate Risk

During 2017, the Company entered into interest rate swap agreements that modify the Company’s exposure to interest rate risk by effectively converting a portion of the Company’s brokered certificates of deposit from fixed rates to variable rates. The maturities and call features of these interest rate swaps match the features of the hedged deposits.  As interest rates fall, the decline in the value of the certificates of deposit is offset by the increase in the value of the interest rate swaps.  Conversely, as interest rates rise, the value of the underlying deposits increase, but the value of the interest rate swaps decrease, resulting in no impact on earnings.  Interest expense is adjusted by the difference between the fixed and floating rates for the period the swaps are in effect.  Hedge ineffectiveness on these transactions results in an increase or decrease of noninterest income. 

Derivatives Not Designated as Hedges

Customer interest rate derivative program

The Bank enters into interest rate derivative agreements, primarily rate swaps, with commercial banking customers to facilitate their risk management strategies.  The Bank enters into offsetting agreements with unrelated financial institutions, thereby mitigating its net risk exposure resulting from such transactions.  Because the interest rate derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized

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directly in earnings.

Risk participation agreements

The Bank also enters into risk participation agreements under which it may either assume or sell credit risk associated with a borrower’s performance under certain interest rate derivative contracts.  In those instances where the Bank has assumed credit risk, it is not a direct counterparty to the derivative contract with the borrower and has entered into the risk participation agreement because it is a party to the related loan agreement with the borrower.  In those instances in which the Bank has sold credit risk, it is the sole counterparty to the derivative contract with the borrower and has entered into the risk participation agreement because other banks participate in the related loan agreement.  The Bank manages its credit risk under risk participation agreements by monitoring the creditworthiness of the borrower, based on the Bank’s normal credit review process.

Mortgage banking derivatives

The Bank also enters into certain derivative agreements as part of their mortgage banking activities.  These agreements include interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a best efforts delivery basis.

Customer foreign exchange forward contract derivatives

The Bank enters into foreign exchange forward derivative agreements, primarily forward currency contracts, with commercial banking customers to facilitate their risk management strategies.  The Bank manages its risk exposure from such transactions by entering into offsetting agreements with unrelated financial institutions.  Because the foreign exchange forward contract derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

Effect of Derivative Instruments on the Income Statement

Derivative income consisting primarily of customer interest rate swap fees, net of fair value adjustments, is reflected in the income statement in other noninterest income, totaling $0.5 million and ($0.1) million for the three months ended March 31, 2017 and 2016, respectively.  The impact to interest income from cash flow hedges was $0.1 million and $0.3 million for the three months ended March 31, 2017 and 2016, respectively.  The fair value hedge reduced interest expense on deposits by $141,000and reducednoninterest income by$15,000 due to ineffectiveness. 

Credit risk-related Contingent Features

Certain of the Bank’s derivative instruments contain provisions allowing the financial institution counterparty to terminate the contracts in certain circumstances, such as the downgrade of the Bank’s credit ratings below specified levels, a default by the Bank on its indebtedness, or the failure of the Bank to maintain specified minimum regulatory capital ratios or its regulatory status as a well-capitalized institution.  These derivative agreements also contain provisions regarding the posting of collateral by each party.  As of March 31, 2017,  the aggregate fair value of derivative instruments with credit risk-related contingent features that were in a net liability position was $21.2 million. 

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Offsetting Assets and Liabilities

The Bank’s derivative instruments to certain counterparties contain legally enforceable netting provisions that allow for net settlement of multiple transactions to a single amount, which may be positive, negative, or zero.  Agreements with certain bilateral counterparties require both parties to maintain collateral in the event the fair values of derivative instruments exceed established exposure thresholds.  For centrally cleared derivatives, the Company is subject to initial margin posting and daily variation margin exchange with the central clearinghouses.  As noted above, effective January 3, 2017, the Company began to reflect its derivative assets and liabilities net of the central clearing party variation margin account in the statement of financial position.  Offsetting information in regards to all derivative assets and liabilities, including accrued interest, subject to these master netting agreements at March 31, 2017 and December 31, 2016 is presented in the following tables.

(in thousands)			Gross Amounts Offset in		Net Amounts  Presented in		Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized		the Statement of Financial Position		the Statement of Financial Position		Financial Instruments		Cash Collateral		Net Amount
As of March 31, 2017
Derivative Assets	$	5,498	$	(3,639)	$	1,859	$	1,859	$	—	$	—
Derivative Liabilities	$	21,162	$	(15,499)	$	5,663	$	1,859	$	5,620	$	(1,816)

(in thousands)			Gross Amounts Offset in		Net Amounts  Presented in		Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized		the Statement of Financial Position		the Statement of Financial Position		Financial Instruments		Cash Collateral		Net Amount
As of December 31, 2016
Derivative Assets	$	4,788	$	—	$	4,788	$	4,788	$	—	$	—
Derivative Liabilities	$	26,846	$	—	$	26,846	$	4,788	$	19,095	$	2,963

The Company has excess collateral compared to total exposure due to initial margin requirements for day-to-day rate volatility. 

7.Stockholders’ Equity

The presentation of the components of shareholders’ equity was modified from prior filings to consolidate treasury stock into surplus in the consolidated balance sheets and statements of changes in shareholders’ equity in order to simplify the presentation.  Additional information on treasury stock is reflected in the commons shares outstanding section below.

Common Shares Outstanding

Shares outstanding exclude treasury shares of 1.0 million and 1.3 million at March 31, 2017 and December 31, 2016, respectively, with a first-in-first-out cost basis of $17.3 million and $24.1 million at March 31, 2017 and December 31, 2016, respectively.  Shares outstanding also exclude unvested restricted share awards of 1.9 million and 2.0 million at March 31, 2017 and December 31, 2016, respectively.

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Accumulated Other Comprehensive Income (Loss)

The components of AOCI and changes in those components are presented in the following table.

	Available		HTM Securities
	for Sale		Transferred		Employee		Cash
(in thousands)	Securities		from AFS		Benefit Plans		Flow Hedges		Total
Balance, December 31, 2015	$	4,268	$	(16,795)	$	(67,890)	$	(178)	$	(80,595)
Other comprehensive income before income taxes:
Net change in unrealized gain		26,882		—		—		2,090		28,972
Reclassification of net (gain) losses realized and included in earnings		(346)		—		1,437		—		1,091
Amortization of unrealized net loss on securities transferred to HTM		—		798		—		—		798
Income tax expense		9,751		292		525		764		11,332
Balance, March 31, 2016	$	21,053	$	(16,289)	$	(66,978)	$	1,148	$	(61,066)
Balance, December 31, 2016	$	(28,679)	$	(14,392)	$	(72,501)	$	(4,960)	$	(120,532)
Other comprehensive income before income taxes:
Net change in unrealized gain (loss)		2,319		—		—		(1,135)		1,184
Reclassification of net losses realized and included in earnings		—		—		1,387		—		1,387
Amortization of unrealized net loss on securities transferred to HTM		—		650		—		—		650
Income tax expense (benefit)		843		266		504		(412)		1,201
Balance, March 31, 2017	$	(27,203)	$	(14,008)	$	(71,618)	$	(5,683)	$	(118,512)

AOCI is reported as a component of stockholders’ equity.  AOCI can include, among other items, unrealized holding gains and losses on securities available for sale (“AFS”), gains and losses associated with pension or other post-retirement benefits that are not recognized immediately as a component of net periodic benefit cost, and gains and losses on derivative instruments that are designated as, and qualify as, cash flow hedges.  Net unrealized gains/losses on AFS securities reclassified as securities held to maturity (“HTM”) also continue to be reported as a component of AOCI and will be amortized over the estimated remaining life of the securities as an adjustment to interest income.  Subject to certain thresholds, unrealized losses on employee benefit plans will be reclassified into income as pension and post-retirement costs are recognized over the remaining service period of plan participants.  Accumulated gains/losses on the cash flow hedge of the variable-rate loans described in Note 6 will be reclassified into income over the life of the hedge.  Gains (losses) in AOCI are net of deferred income taxes. 

The following table shows the line items in the consolidated income statements affected by amounts reclassified from AOCI.

	Three months ended
Amount reclassified from AOCI (a)	March 31,				Affected line item on
(in thousands)		2017		2016	the income statement
Gain on sale of AFS securities	$	—	$	346	Securities transactions
Tax effect		—		(127)	Income taxes
Net of tax		—		219	Net income
Amortization of unrealized net loss on securities transferred to HTM		(650)		(798)	Interest income
Tax effect		266		292	Income taxes
Net of tax		(384)		(506)	Net income
Amortization of defined benefit pension and post-retirement items		(1,387)		(1,437)	Employee benefits expense (b)
Tax effect		504		525	Income taxes
Net of tax		(883)		(912)	Net income
Total reclassifications, net of tax	$	(1,267)	$	(1,199)	Net income

(a) Amounts in parenthesis indicate reduction in net income.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension and post-retirement cost that is reported with employee benefits expense (see Note 11 for additional details).

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8.  Other Noninterest Income

Components of other noninterest income are as follows.

	Three months Ended
	March 31,
(in thousands)	2017		2016
Income from bank-owned life insurance	$	2,652	$	2,550
Credit related fees		2,878		2,357
Derivative income		465		(139)
Net gain on sale of assets		4,125		1,766
Safety deposit box income		449		478
Other miscellaneous		2,306		2,334
Total other noninterest income	$	12,875	$	9,346

9.  Other Noninterest Expense

Components of other noninterest expense are as follows.

	Three months Ended
	March 31,
(in thousands)	2017		2016
Advertising	$	3,077	$	2,357
Ad valorem and franchise taxes		3,036		2,303
Printing and supplies		1,178		1,111
Insurance expense		817		835
Travel expense		1,059		949
Entertainment and contributions		1,783		1,632
Tax credit investment amortization		1,212		1,743
Other miscellaneous		6,468		5,779
Total other noninterest expense	$	18,630	$	16,709

10.  Earnings Per Share

Hancock calculates earnings per share using the two-class method.  The two-class method allocates net income to each class of common stock and participating security according to common dividends declared and participation rights in undistributed earnings.  Participating securities consist of unvested stock-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents. 

A summary of the information used in the computation of earnings per common share follows.

	Three months Ended
	March 31,
(in thousands, except per share data)	2017		2016
Numerator:
Net income to common shareholders	$	49,014	$	3,839
Net income allocated to participating securities - basic and diluted		1,156		97
Net income allocated to common shareholders - basic and diluted	$	47,858	$	3,742
Denominator:
Weighted-average common shares - basic	$	84,365	$	77,501
Dilutive potential common shares		259		171
Weighted-average common shares - diluted	$	84,624	$	77,672
Earnings per common share:
Basic	$	0.57	$	0.05
Diluted	$	0.57	$	0.05

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Potential common shares consist of employee and director stock options.  These potential common shares do not enter into the calculation of diluted earnings per share if the impact would be anti-dilutive, i.e., increase earnings per share or reduce a loss per share.  Weighted-average anti-dilutive potential common shares totaled 15,986and 656,623, respectively, for the three months ended March 31, 2017 and March 31, 2016. 

11.  Retirement Plans

The Company has a qualified defined benefit pension plan covering all eligible employees. Eligibility is based on minimum age-related and service-related requirements as well as job classification. Accrued benefits under a nonqualified plan covering certain legacy Whitney employees were frozen as of December 31, 2012 and no future benefits will be accrued under this plan.

The Company also sponsors defined benefit postretirement plans for both legacy Hancock and legacy Whitney employees that provide health care and life insurance benefits.  Benefits under the Hancock plan are not available to employees hired on or after January 1, 2000. Benefits under the Whitney plan are restricted to retirees who were already receiving benefits at the time of plan amendments in 2007 or active participants who were eligible to receive benefits as of December 31, 2007.

The following tables show the components of net periodic benefits cost included in expense for the plans for the periods indicated.

					Other Post-
(in thousands)	Pension Benefits				retirement Benefits
Three Months Ended March 31,	2017		2016		2017		2016
Service cost	$	3,750	$	3,265	$	48	$	29
Interest cost		4,123		4,988		180		206
Expected return on plan assets		(8,750)		(8,891)		—		—
Amortization of net loss		1,435		1,468		(48)		(31)
Net periodic benefit cost	$	558	$	830	$	180	$	204

No contribution is required in 2017 to meet minimum funding requirements, and the Company has no plans to make a contribution in the current year.

The Company also provides a defined contribution 401(k) retirement benefit plan. Under the plan, the Company matches 100% of the first 1% of compensation saved by a participant, and 50% of the next 5% of compensation saved.

12.  Share-Based Payment Arrangements

Hancock maintains incentive compensation plans that provide for awards of share-based compensation to employees and directors.  These plans have been approved by the Company’s shareholders.  Detailed descriptions of these plans were included in Note 16 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  Effective January 1, 2017, the Company prospectively adopted accounting guidance intended to improve the accounting for employee share-based payments.  The Company elected to account for forfeitures as they occur. The adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations.    

A summary of option activity for the three months ended March 31, 2017 is presented below.

				Weighted
				Average
		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Term	Intrinsic
Options	Shares	Price		(Years)	Value ($000)
Outstanding at January 1, 2017	456,258	$	35.91		$	3,734
Exercised/Released	(256,611)		33.71			3,270
Cancelled/Forfeited	(538)		32.09			6
Expired	(689)		44.91
Outstanding at March 31, 2017	198,420	$	38.74	2.91	$	1,728
Exercisable at March 31, 2017	177,151	$	39.83	2.64	$	1,392

Thetotal intrinsic value of options exercised for the three months endedMarch 31, 2017 was $3.3 million.  There was no total intrinsic value of options exercised for the three months endedMarch 31, 2016.

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The restricted and performance shares in the table below are subject to service requirements. A summary of the status of the Company’s nonvested restricted and performance shares as of March 31, 2017 and changes during the three months ended March 31, 2017, is presented in the following table.

			Weighted
			Average
	Number of		Grant Date
	Shares		Fair Value
Nonvested at January 1, 2017	2,152,119	$	32.12
Granted	49,558		40.82
Vested	(9,607)		31.81
Forfeited	(20,446)		32.51
Nonvested at March 31, 2017	2,171,624	$	32.32

As of March 31, 2017,  there was$52.7 million of total unrecognized compensation expense related to nonvested restricted and performance shares expected to vest.  This compensation is expected to be recognized in expense over a weighted average period of 3.4 years.  The total fair value of shares which vested during the three months ended March 31, 2017 and 2016was $0.5 million and $0.9 million, respectively.

During the three months ended March 31, 2017, the Company granted 23,489 performance shares subject to a total shareholder return (“TSR”) performance metric with a grant date fair value of $42.92 per share and 23,489 performance shares subject to a core earnings per share performance metric with a grant date fair value of $38.26 per share to key members of executive management. The number of performance shares subject to TSR that ultimately vest at the end of the three-year performance period, if any, will be based on the relative rank of the Company’sthree-year TSR among the TSRs of a peer group of 44 regional banks. The fair value of the performance shares subject to TSR at the grant date was determined using a Monte Carlo simulation method.  The number of performance shares subject to core earnings per share that ultimately vest will be based on the Company’s attainment of certain core earnings per share goals over the two-year performance period.  The maximum number of performance shares that could vest is 200% of the target award.  Compensation expense for these performance shares is recognized on a straight-line basis over the three-year service period. 

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13.  Fair Value

The Financial Accounting Standards Board (“FASB”) defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.   The FASB’s guidance also established a fair value hierarchy that prioritizes the inputs to these valuation techniques used to measure fair value, giving preference to quoted prices in active markets for identical assets or liabilities (“level 1”) and the lowest priority to unobservable inputs such as a reporting entity’s own data (“level 3”).Level 2inputs includequoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, observable inputs other than quoted prices, such as interest rates and yield curves, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis in the consolidated balance sheets.

	March 31, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. Treasury and government agency securities	$	—	$	74,496	$	—	$	74,496
Municipal obligations		—		241,036		—		241,036
Corporate debt securities		—		3,500		—		3,500
Residential mortgage-backed securities		—		1,559,417		—		1,559,417
Commercial mortgage-backed securities		—		428,048		—		428,048
Collateralized mortgage obligations		—		192,264		—		192,264
Total available for sale securities		—		2,498,761		—		2,498,761
Derivative assets (1)		—		14,959		—		14,959
Total recurring fair value measurements - assets	$	—	$	2,513,720	$	—	$	2,513,720
Liabilities
Derivative liabilities (1)	$	—	$	12,877	$	—	$	12,877
Total recurring fair value measurements - liabilities	$	—	$	12,877	$	—	$	12,877

(1) For further disaggregation of derivative assets and liabilities, see Note 6 - Derivatives.

	December 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. Treasury and government agency securities	$	—	$	54,828	$	—	$	54,828
Municipal obligations		—		242,155		—		242,155
Corporate debt securities		—		3,500		—		3,500
Residential mortgage-backed securities		—		1,611,355		—		1,611,355
Commercial mortgage-backed securities		—		402,591		—		402,591
Collateralized mortgage obligations		—		202,479		—		202,479
Total available for sale securities		—		2,516,908		—		2,516,908
Derivative assets (1)		—		20,315		—		20,315
Total recurring fair value measurements - assets	$	—	$	2,537,223	$	—	$	2,537,223
Liabilities
Derivative liabilities (1)	$	—	$	27,432	$	—	$	27,432
Total recurring fair value measurements - liabilities	$	—	$	27,432	$	—	$	27,432

(1) For further disaggregation of derivative assets and liabilities, see Note 6 - Derivatives.

Securities classified as level 2 include obligations of U.S. Government agencies and U.S. Government-sponsored agencies, residential mortgage-backed securities and collateralized mortgage obligations that are issued or guaranteed by U.S. government agencies, and

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state and municipal bonds.   The level 2 fair value measurements for investment securities are obtained quarterly from a third-party pricing service that uses industry-standard pricing models.  Substantially all of the model inputs are observable in the marketplace or can be supported by observable data. 

The Company invests only in securities of investment grade quality with a targeted duration, for the overall portfolio, generally between two and fiveyears.  Company policies generally limit investments to agency securities and municipal securities determined to be investment grade according to an internally generated score which generally includes a rating of not less than “Baa” or its equivalent by a nationally recognized statistical rating agency.There were no transfers between valuation hierarchy levels during the periods shown. 

The fair value of derivative financial instruments, which are predominantly customer interest rate swaps, is obtained from a third-party pricing service that uses an industry-standard discounted cash flow model that relies on inputs, LIBOR swap curves and Overnight Index swap rate curves, observable in the marketplace.  To comply with the accounting guidance, credit valuation adjustments are incorporated in the fair values to appropriately reflect nonperformance risk for both the Company and the counterparties.  Although the Company has determined that the majority of the inputs used to value the derivative instruments fall within level 2 of the fair value hierarchy, the credit value adjustments utilize level 3 inputs, such as estimates of current credit spreads.  The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives.  As a result, the Company has classified its derivative valuations in their entirety in level 2 of the fair value hierarchy. The Company’s policy is to measure counterparty credit risk quarterly for all derivative instruments, including those subject to master netting arrangements consistent with how market participants would price the net risk exposure at the measurement date. 

The Company also has certain derivative instruments associated with the Bank’s mortgage-banking activities.  These derivative instruments include interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a best efforts delivery basis.  The fair value of these derivative instruments is measured using observable market prices for similar instruments and is classified as a level 2 measurement. 

Fair Value of Assets Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis.  Collateral-dependent impaired loans are level 2 assets measured at the fair value of the underlying collateral based on independent third-party appraisals that take into consideration market-based information such as recent sales activity for similar assets in the property’s market. 

Other real estate owned, including both foreclosed property and surplus banking property, are level 3 assets that are adjusted to fair value, less estimated selling costs, upon transfer to other real estate owned.  Subsequently, other real estate owned is carried at the lower of carrying value or fair value less estimated selling costs.  Fair values are determined by sales agreement or third-party appraisals as discounted for estimated selling costs, information from comparable sales, and marketability of the property. 

The fair value information presented below is not as of the period-end, rather it was as of the date the fair value adjustment was recorded during the twelve months for each of the dates presented below, and excludes nonrecurring fair value measurements of assets no longer on the balance sheet. 

The following tables present the Company’s financial assets that are measured at fair value on a nonrecurring basis for each of the fair value hierarchy levels.

	March 31, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Collateral-dependent impaired loans	$	—	$	143,327	$	—	$	143,327
Other real estate owned		—		—		9,295		9,295
Total nonrecurring fair value measurements	$	—	$	143,327	$	9,295	$	152,622

	December 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Collateral-dependent impaired loans	$	—	$	169,888	$	—	$	169,888
Other real estate owned		—		—		13,968		13,968
Total nonrecurring fair value measurements	$	—	$	169,888	$	13,968	$	183,856

Accounting guidance from the FASB requires the disclosure of estimated fair value information about certain on- and off-balance sheet financial instruments, including those financial instruments that are not measured and reported at fair value on a recurring basis.  The significant methods and assumptions used by the Company to estimate the fair value of financial instruments are discussed below.

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Cash, Short‑Term Investments and Federal Funds Sold -For these short‑term instruments, the carrying amount is a reasonable estimate of fair value.

Securities – The fair value measurement for securities available for sale was discussed earlier in the note.  The same measurement techniques were applied to the valuation of securities held to maturity. 

Loans, Net -The fair value measurement for certain impaired loans was discussed earlier in the note.  For the remaining portfolio, fair values were generally determined by discounting scheduled cash flows using discount rates determined with reference to current market rates at which loans with similar terms would be made to borrowers of similar credit quality. 

Loans Held for Sale – These loans are recorded at fair value and carried at the lower of cost or market.  The carrying amount is considered a reasonable estimate of fair value. 

Deposits - The accounting guidance requires that the fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest-bearing checking and savings accounts, be assigned fair values equal to amounts payable upon demand (“carrying amounts”).  The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities Sold under Agreements to Repurchase, Federal Funds Purchased, and FHLB Borrowings - For these short-term liabilities, the carrying amount is a reasonable estimate of fair value.

Long-Term Debt - The fair value is estimated by discounting the future contractual cash flows using current market rates at which debt with similar terms could be obtained.

Derivative Financial Instruments – The fair value measurement for derivative financial instruments was discussed earlier in the note.

The following tables present the estimated fair values of the Company’s financial instruments by fair value hierarchy levels and the corresponding carrying amount at March 31, 2017 and December 31, 2016.

	March 31, 2017
							Total Fair		Carrying
(in thousands)	Level 1		Level 2		Level 3		Value		Amount
Financial assets:
Cash, interest-bearing bank deposits, and federal funds sold	$	384,587	$	—	$	—	$	384,587	$	384,587
Available for sale securities		—		2,498,761		—		2,498,761		2,498,761
Held to maturity securities		—		2,477,420		—		2,477,420		2,502,512
Loans, net		—		143,327		17,580,123		17,723,450		17,991,318
Loans held for sale		—		20,883		—		20,883		20,883
Derivative financial instruments		—		14,959		—		14,959		14,959
Financial liabilities:
Deposits	$	—	$	—	$	19,927,363	$	19,927,363	$	19,922,020
Federal funds purchased		16,321		—		—		16,321		16,321
Securities sold under  agreements to repurchase		444,788		—		—		444,788		444,788
FHLB short-term borrowings		1,660,823		—		—		1,660,823		1,660,823
Long-term debt		—		524,039		—		524,039		525,082
Derivative financial instruments		—		12,877		—		12,877		12,877

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	December 31, 2016
							Total Fair		Carrying
(in thousands)	Level 1		Level 2		Level 3		Value		Amount
Financial assets:
Cash, interest-bearing bank deposits, and federal funds sold	$	450,866	$	—	$	—	$	450,866	$	450,866
Available for sale securities		—		2,516,908		—		2,516,908		2,516,908
Held to maturity securities		—		2,470,117		—		2,470,117		2,500,220
Loans, net		—		169,888		16,326,961		16,496,849		16,522,733
Loans held for sale		—		34,064		—		34,064		34,064
Derivative financial instruments		—		20,315		—		20,315		20,315
Financial liabilities:
Deposits	$	—	$	—	$	19,430,939	$	19,430,939	$	19,424,266
Federal funds purchased		2,275		—		—		2,275		2,275
Securities sold under  agreements to repurchase		358,131		—		—		358,131		358,131
FHLB short-term borrowings		865,000		—		—		865,000		865,000
Long-term debt		—		435,747		—		435,747		436,280
Derivative financial instruments		—		27,432		—		27,432		27,432

14.  Recent Accounting Pronouncements

Accounting Standards Adopted in 2017

In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” to improve the accounting for employee share-based payments. Several aspects of the accounting for share-based payment award transactions are simplified, including income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows.  The amendments were effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods and we adopted the guidance effective January 1, 2017.  In accordance with the standard, the Company elected to account for forfeitures of stock-based compensation as they occur and will now reclass dividends paid on forfeited shares to compensation expense from retained earnings.Classification of shares forfeited for taxes are reflected in the statement of cash flows as a financing rather than operating activity, with all historical periods restated.  In addition, the Company began recognizing excess tax benefits and tax deficiencies during the period to income (rather than in equity) on a prospective basis.  Our adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations, however, the change in treatment  of excess tax benefits and tax deficiencies could result in volatility of future earnings, depending on changes in stock prices. 

Issued but Not Yet Adopted Accounting Standards

In March 2017, the FASB issued ASU 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities,” which amends the amortization period for certain purchased callable debt securities held at a premium.  The amendments require the premium to be amortized to the earliest call date.  The amendments do not, however, require an accounting change for securities held at a discount; instead, the discount continues to be amortized to maturity.  The amendments in this ASU more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities.  These amendments are effective for fiscal years, and for interim period within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted, including adoption in an interim period.  If adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.  The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retain earnings as of the beginning of the period of adoption.  The Company is currently assessing this pronouncement and is considering early adoption, but it is not expected to have a material impact on the Company’s financial condition or results of operations.

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715):  Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost.  The amendments require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period.  The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented.  The amendments also allow only the service cost component to be eligible for capitalization when applicable.  These amendments are effective for public business entities for annual periods beginning after December

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15, 2017, including interim periods within those annual periods.  Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance, meaning early adoption should be within the first interim period if an employer issues interim financial statements.  Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption.  The amendments should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets.  The Company is currently assessing this pronouncement and the impact of adoption, but it is not expected to have a material impact on the Company’s financial condition or results of operations.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test.  Under the amendments in this ASU, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  Additionally, ASU No. 2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test.  This ASU is effective for public business entities that are SEC filers for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period.  The ASU should be applied using a prospective method.  The Company is currently assessing this pronouncement and is considering early adoption, but it is not expected to have a material impact on the Company’s financial condition or results of operations.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) – Clarifying the Definition of a Business,” which addresses stakeholders’ concerns that the current definition of a business is applied too broadly and analyzing transactions under the current definition is difficult and costly.  Under the amended guidance, a transaction is initially subject to a screening process to determine whether a “set” (i.e. an integrated set of assets and activities) does not qualify as a business.  Under the screen, if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or in a group of similar identifiable assets, the set is deemed not to be a business.  Further evaluation is required only if the transferred set does not meet the screen.  Under the further evaluation, to be considered a business, a set must include, at a minimum, an input and a substantive process that, together, significantly contribute to the ability to create output.  The amendment also narrows the definition of the term “output” so that it is consistent with the manner in which outputs are described in Topic 606, Revenue from Contracts with Customers.  The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods.  Early application is permitted under certain circumstances.  The amendments should be applied prospectively on or after the effective date.  The Company is currently assessing this pronouncement and the impact of adoption.

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other than Inventory,” which addresses stakeholders’ concerns that the limited amount of authoritative guidance has led to diversity in practice and is a source of complexity in financial reporting and results in an unfaithful representation of the economics of an intra-entity asset transfer.  The amendment eliminates the exception to the United States generally accepted accounting principle (“U.S. GAAP”) of comprehensive recognition of current and deferred income taxes that prohibits recognizing current and deferred income tax consequences for an intra-equity asset transfer (excluding the transfer of inventory) until the asset has been sold to an outside party.  The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods.  Early adoption is permitted, including adoption in an interim period.  The amendments should be applied using a retrospective transition method to each period presented.  The Company is currently assessing this pronouncement and the impact of adoption; however, the adoption of this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.  The amendments provide guidance on eight specific cash flow issues, including debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned), life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle.  The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period.  The amendments should be applied using a retrospective transition method to each period presented.  This guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

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In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credits Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.  The ASU, more commonly referred to as Current Expected Credit Losses, or CECL, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.  Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.  Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances.  In addition, the ASU amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration.  The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption.  Early application is permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  The Company has begun the process of implementation and currently is not planning to early adopt.  The Company expects the guidance will result in an increase in the allowance for loan losses given the change from covering losses inherent in the portfolio to covering losses over the remaining expected life of the portfolio and the nonaccretable difference on purchased credit impaired loans moving to an allowance (offset by an increase in the carrying value of the related loans). The guidance will also result in the establishment of an allowance for credit loss on held to maturity debt securities.  The amount of the increase in these allowances will be impacted by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” that provides new lease accounting guidance.  Under the guidance, lessees (with the exception of short-term leases) will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.  Lessor accounting is largely unchanged.  Lessees will need to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability.  Lessees will no longer be provided with a source of off-balance sheet financing.  Public business entities should apply the amendments for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is currently assessing this pronouncement and the impact of adoption by reviewing its existing lease contracts and service contracts that may include embedded leases.  The Company expects a gross-up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets; the extent of such is under evaluation.  The Company does not expect material changes to the recognition of operating lease expense in its consolidated results of operations.

In January 2016, the FASB issued an ASU 2016-01 “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” that improves the recognition and measurement of financial instruments through targeted changes to existing GAAP. It requires equity investments (except those that are accounted for under the equity method of accounting or result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It also requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  The Company is currently assessing this pronouncement; however, the adoption of this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” affecting any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of this standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Most revenue associated with financial instruments, including interest and loan origination fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, and sales of financial instruments are also excluded from the scope.  Subsequent to issuance of the revenue recognition guidance, the FASB has issued several updates that deferred by one year the effective date for revenue recognition guidance; clarified its guidance for performing the principal-versus-agent analysis; clarified guidance for identifying performance obligations allowing entities to ignore immaterial promised goods and services in the context of a contract with a customer and other clarifying guidance and technical corrections.  Entities can elect to adopt the guidance either on a full or modified retrospective basis.  Full retrospective adoption will require a cumulative effect adjustment to retained earnings as of the beginning of the earliest comparative period presented.  Modified retrospective adoption will require a cumulative effect adjustment to retained earnings as of the beginning of the reporting period in which the entity first applies the new guidance.  The standard will be effective for the Company for annual reporting periods beginning after December 15, 2017.  The Company is still in process of gathering an inventory and evaluating all contracts with customers and does not plan to early adopt the guidance. The Company is also in the process of evaluating the transition method election and the impact of the guidance to noninterest income and on presentation and disclosures. The preliminary analysis suggests this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

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15.  Subsequent Event

On April 28, 2017, the Company announced that its banking subsidiary, Whitney Bank, entered into a purchase and assumption agreement with the FDIC (“Agreement”), which acted as the receiver for the Louisiana Office of Financial Institutions (“OFI”) following the OFI's determination to close FNBC.   Pursuant to the Agreement, Whitney Bank acquired selected assets and liabilities of FNBC from the FDIC.

Under the Agreement, Whitney acquired approximately $1.6 billion in deposits, which were primarily in the form of transaction and savings accounts, and purchased approximately $1.0 billion in cash, securities, loans, and other assets, primarily at book value, for a transaction premium of $35 million. The FDIC made a payment to Whitney Bank of $655 million for the net liabilities assumed. These amounts are subject to adjustment based upon final settlement with the FDIC pursuant to the  Agreement.

Whitney will continue to operate the former FNBC banking premises for a period of time. Whitney will have the right for a 90-day period to purchase at fair market value any owned FNBC banking premises (and purchase at fair market value certain related assets) and will have the right for a 60-day period to assume the leases for any leased premises (and purchase at fair market value certain related assets).

The terms of the Agreement require the FDIC to indemnify Whitney against certain liabilities of FNBC and its affiliates not assumed or otherwise purchased by Whitney. Neither the Company nor Whitney Bank acquired any assets, common stock, preferred stock or debt, or assumed any other obligations, of FNBC Bank Holding Company or FNBC. 

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

OVERVIEW

Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations include non-GAAP measures used to describe Hancock’s performance.  A reconciliation of those measures to GAAP measures are provided within the appropriate section of this Item.

Consistent with Securities and Exchange Commission Industry Guide 3, the Company presents net interest income, net interest margin and efficiency ratios on a fully taxable equivalent (“te”) basis. The te basis adjusts for the tax-favored status of net interest income from certain loans and investments using a federal tax rate of 35% to increase tax-exempt interest income to a taxable-equivalent basis. The Company believes this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources.

Over the past several quarters we have disclosed our focus on strategic initiatives that were designed to replace declining levels of purchase accounting income from acquisitions with improvement in core income, which the Company defines as income excluding net purchase accounting income. The Company presents core income non-GAAP measures including core net interest income and core net interest margin, core revenue and core pre-tax, pre-provision profit. These measures are provided to assist the reader with a  better understanding of the Company’s performance period over period as well as providing investors with assistance in understanding the success management has experienced in executing its strategic initiatives.

We define Core Net Interest Income as net interest income (te) excluding net purchase accounting accretion resulting from the fair market value adjustments related to acquired operations. We define Core Net Interest Margin as reported core net interest income, annualized, expressed as a percentage of average earning assets.

We define Core Revenue as core net interest income and noninterest income less the amortization of the FDIC loss share receivable related to loans acquired in an FDIC assisted transaction and other nonoperating revenues.  

We define Core Pre-Provision Net Revenueas core revenue less noninterest expense, excluding intangible amortization and other nonoperating items. Management believes that core pre-tax, pre-provision net revenue is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.

Acquisition

On March 10, 2017, the Company completed the transaction with FNBC, wherebythe Company acquired approximately $1.2 billion in loans (net of fair value discount or “loan mark”), 9 branch locations with $398 million in deposits, and assumed $604 million in FHLB borrowings.  This in-market transaction strengthens our position in the Greater New Orleans area.  The operational conversion of the branch locations is expected to occur in mid-May 2017 with the simultaneous closure of 10 overlapping branches.  The transaction was originally announced on December 30, 2016.  For additional information on the transaction, see Notes to Consolidated Financial Statements – Note 2 Acquisition.

Subsequent Event

On April 28, 2017, the Company announced that its banking subsidiary, Whitney Bank, entered into a purchase and assumption agreement with the FDIC (“Agreement”), which acted as the receiver for the Louisiana Office of Financial Institutions (“OFI”) following the OFI’s determination to close FNBC.  Pursuant to the Agreement, Whitney Bank acquired selected assets and liabilities of FNBC from the FDIC.  Management believes this in-market transaction is low risk and will be financially compelling, helping us achieve our long term goals.    

Under the Agreement, Whitney acquired/assumed the following assets and liabilities:

· Approximately $1.6 billion in deposits, primarily transaction and savings accounts

· Approximately $1.0 billion in cash, securities, loans, and other assets, primarily at book value

· The FDIC made a cash payment to Whitney Bank of $655 million (net of a transaction premium of $35 million) for the net liabilities assumed

Whitney will continue to operate the former FNBC banking premises for a period of time. Whitney will have the right for a 90-day period to purchase at fair market value any owned FNBC banking premises (and purchase at fair market value certain related assets) and will have the right for a 60-day period to assume the leases for any leased premises (and purchase at fair market value certain related assets).

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The terms of the Agreement require the FDIC to indemnify Whitney against certain liabilities of FNBC and its affiliates not assumed or otherwise purchased by Whitney. Neither the Company nor Whitney Bank acquired any assets, common stock, preferred stock or debt, or assumed any other obligations, of FNBC Bank Holding Company or FNBC. 

Recent Economic and Industry Developments

Current Economic Environment

Most of Hancock’s market area reflected a modest to moderate expansion in economic activity during the first quarter according to the Federal Reserve’s Summary of Commentary on Current Economic Conditions (“Beige Book”).  Energy-related businesses operating mainly in Hancock’s south Louisiana and Houston, Texas markets again showed improvement in the current quarter. Demand for oil field services improved with oil and gas activity growing, though activity remains well below third-quarter 2014 levels.  There is concern, however, that the accelerated pace may not be sustainable.  While overall outlooks are positive, continued volatility in the sector is expected.

The commercial real estate market continued to improve in most of our footprint, with growing demand for office and industrial space in certain market areas.  Commercial construction activity also increased in these sectors.  Continued improvement is expected in the commercial real estate market.  The Houston market is the exception to this positive outlook with weak demand for office space and construction.

The residential real estate marketexperienced slow and steady growth across the Company’s footprint outside of the Houston area during the quarter, withconstruction activity up year-over-year.   Home prices increased modestly, with buyers remaining price sensitive. Apartment demand was strong in all markets excluding Houston, where rents were flat to down.   New home sales and construction activity are expected to remain flat or improve slightly over the next three months in all of our markets.

Retail sales activity and consumer spending were mixed with merchants expecting sales to remain flat.  Auto sales increased throughout the Company’s footprint andtourism and hospitality activity was strong.  Employment increased at a moderate pace over the reporting period, while wage increases remained steady in the 2 to 3 percent range.  Energy companies indicated that hiring had picked up in the first quarter; however, some companies in the exploration and production sector continued to note layoffs.    

Loan demand across the geographic markets that Hancock serves improved.  Loan volumes increased primarily in commercial and industrial loans and real estate (commercial and residential) loans, with consumer loans decreasing.  Outlooks were mostly optimistic, with anticipation of stronger loan demand and business activity six months from now.  Overall, the economic outlook is more positive than in previous periods.

Highlights of First Quarter 2017 Financial Results

Net income in the first quarter of 2017 was $49.0 million, or $0.57 per diluted common share, compared to $51.8 million, or $0.64 per diluted common share, in the fourth quarter of 2016.  Net income was $3.8 million, or $0.05 per diluted common share, in the first quarter of 2016.  The first quarter of 2017 included a full quarter impact of the 6.3 million shares issued in the mid-December 2016 common stock offering ($0.04 per share impact), $6.5 million of acquisition costs related to the FNBC transaction ($0.05 per share) partially offset by a $4.4 million gain from the sale of selected Hancock Horizon funds ($0.03 per share).  The first quarter of 2016 included a $60.0 million ($0.49 per share) provision for credit losses primarily related to the recent energy cycle.

Highlights of the Company’s first quarter 2017 results (compared to fourth quarter 2016):

· Includes a partial quarter impact from the acquisition of selected assets and liabilities of FNBC totaling $2.9 million, or $0.03 per share, excluding the acquisition costs noted above

· Acquired 9 branches from FNBC; operational conversion expected in mid-May 2017, with the simultaneous closure of 10 overlapping branches

· Total loans up $1.5 billion; includes $1.2 billion from the FNBC transaction (net of the fair value discount, or “loan mark”)

· Energy loans comprise 7.1% of total loans, down from 8.4%; allowance for the energy portfolio totals $83.7 million, or 6.5% of energy loans

· Total deposits up $498 million; includes $398 million assumed in the FNBC transaction

· Purchased $604 million of FHLB advances from FNBC

· Core pre-provision net revenue of $93.3 million, up $6.1 million, or 7%

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· Net interest margin (“NIM”) of 3.37% up 11 basis points (bps); core NIM up 10 bps to 3.29%

· Tangible common equity ratio down 70 bps to 7.94%; reflects partial use of capital raised in December 2016

The total allowance for loan losses was $213.6 million at March 31, 2017, down $15.9 million from December 31, 2016 and $4.2 million from March 31, 2016.  The ratio of the allowance for loan losses to period-end loans was 1.17% at March 31, 2017, down from 1.37% at December 31, 2016, and 1.36% at March 31, 2016, due largely to the addition of the FNBC loans.  There is no allowance for loan losses on the loans purchased from FNBC; however, a 4% loan mark has been applied to these loans.  The allowance for credits in the energy portfolio totaled $83.7 million, or 6.5% of energy loans, at March 31, 2017, down from $106.5 million, or 7.5% of energy loans, at December 31, 2016.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income (te) for the first quarter of 2017was $190.0 million, a $14.7 million, or 8% increase from the fourth quarter of 2016. Core net interest income was up $13.9 million. 

Net interest income (te) for the first quarter of 2017 increased $21.8 million, or 13%, compared to the first quarter of 2016, while core net interest income was up $22.9 million, or 14%.  Interest earned on earning asset growth and improved yields were the primary drivers in increased net interest income.The following table details the components of our net interest income and net interest margin.

	Three months Ended
	March 31, 2017						December 31, 2016						March 31, 2016
(dollars in millions)	Volume		Interest		Rate		Volume		Interest		Rate		Volume		Interest		Rate
Average earning assets
Commercial & real estate loans (te) (a)	$	13,058.7	$	130.4	4.04	%	$	12,182.5	$	116.8	3.81	%	$	11,713.2	$	111.7		3.83	%
Residential mortgage loans		2,185.9		21.3	3.90			2,085.1		20.7	3.98			2,058.5		21.3		4.13
Consumer loans		2,058.5		26.6	5.24			2,056.3		26.5	5.13			2,077.1		26.3		5.10
Loan fees & late charges				(0.1)						(0.5)						(0.8)
Total loans (te) (a) (b)		17,303.1		178.2	4.16			16,323.9		163.5	3.99			15,848.8		158.5		4.02
Loans held for sale		21.3		0.2	4.08			32.4		0.3	3.59			14.8		0.2		4.28
US Treasury and government agency securities		116.3		0.6	2.04			97.9		0.5	1.93			50.1		0.2		1.67
Mortgage-backed securities and collateralized mortgage obligations		3,975.2		22.1	2.22			4,017.9		21.0	2.09			4,132.8		22.9		2.21
Municipals (te) (a)		942.1		9.0	3.84			819.3		7.9	3.86			339.1		3.6		4.27
Other securities		3.7		—	1.96			4.1		—	1.79			6.1		—		1.85
Total securities (te) (a) (c)		5,037.3		31.7	2.52			4,939.2		29.4	2.38			4,528.1		26.7		2.36
Total short-term investments		408.3		0.7	0.74			166.7		0.2	0.49			519.0		0.6		0.47
Total earning assets (te) (a)	$	22,770.0	$	210.8	3.74	%	$	21,462.2	$	193.4	3.59	%	$	20,910.7	$	186.0		3.57	%
Average interest-bearing liabilities
Interest-bearing transaction and savings deposits	$	6,897.7	$	4.5	0.27	%	$	6,761.9	$	4.3	0.25	%	$	6,815.7	$	4.7		0.28	%
Time deposits		2,340.0		5.1	0.89			2,298.8		5.2	0.90			2,258.9		4.9		0.88
Public funds		2,547.9		3.2	0.50			2,317.0		2.5	0.43			2,173.5		2.1		0.38
Total interest-bearing deposits		11,785.6		12.8	0.44			11,377.7		12.0	0.42			11,248.1		11.7		0.42
Short-term borrowings		2,127.3		2.9	0.56			1,367.5		1.1	0.33			1,564.8		1.0		0.26
Long-term debt		458.0		5.1	4.42			453.1		4.9	4.36			483.3		5.1		4.20
Total borrowings		2,585.3		8.0	1.24			1,820.6		6.0	1.33			2,048.1		6.1		1.19
Total interest-bearing liabilities		14,370.9		20.8	0.59	%		13,198.3		18.0	0.55	%		13,296.2		17.8		0.54	%
Net interest-free funding sources		8,399.1						8,263.9						7,614.5
Total cost of funds	$	22,770.0	$	20.8	0.37	%	$	21,462.2	$	18.0	0.34	%	$	20,910.7	$	17.8		0.34	%
Net interest spread (te) (a)			$	190.0	3.15	%			$	175.4	3.05	%			$	168.2		3.03	%
Net interest margin	$	22,770.0	$	190.0	3.37	%	$	21,462.2	$	175.4	3.26	%	$	20,910.7	$	168.2		3.23	%

(a) Tax equivalent (te) amounts are calculated using a marginal federal income tax rate of 35%.

(b) Includes nonaccrual loans.

(c) Average securities do not include unrealized holding gains/losses on available for sale securities.

The reported net interest margin was 3.37% for the first quarter of 2017, up 11 bps from the fourth quarter of 2016.  The core net interest margin for the first quarter of 2017 was 3.29% or 10 bps above the fourth quarter of 2016.  The core loan yield, which excludes purchase accounting adjustments, was up 16 bps and the yield on the investment portfolio increased 14 bps, partially offset

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by a 3 bp increase in the cost of funds.  The increase in loan yields was mainly related to higher-yielding loans acquired in the FNBC transaction, plus the full quarter impact of the increase in market rates by the Federal Reserve in December 2016.  The improved yields on investment securities resulted from a decrease in premium amortization as prepayments on mortgage-backed securities slowed. Also, the average balance of higher-yielding municipal bonds in the securities portfolio has increased by over $600 million over the past four quarters, including $123 million in the current quarter.  The increase in the cost of funds was primarily related to a $760 million, or 56% increase in short-term borrowings, along with an increase in the rate paid on these borrowings from 33 bps to 56 bps. 

Compared to the first quarter of 2016, the net interest margin increased 14 bps and the core margin was up 17 bps.  The major factors in these increases are largely the same as for the comparison to the fourth quarter of 2016.

The overall reported yield on earning assets was 3.74% in the first quarter of 2017, up 17 bps from the first quarter of 2016, due to improving yields on loans and investment securities attributable to the same factors as the linked-quarter.  The $603 million increase in higher-yielding municipal securities ($123 million in the first quarter) improved the mix of the portfolio. 

Due to the significant contribution from purchase accounting accretionrelated to assets acquired in business combinations, management believes thatnon-GAAP measures of core net interest incomeand core net interest margin provide investors with meaningful financial measures of the Company’s performance over time.  The following table provides a reconciliation of reported and core net interest income and reported and core net interest margin.

	Three months Ended
	March 31,			December 31,			March 31,
(dollars in millions)	2017			2016			2016
Net interest income	$	181.7		$	167.8		$	162.8
Taxable-equivalent adjustment (te) (a)		8.3			7.6			5.4
Net interest income (te) (a)		190.0			175.4			168.2
Purchase accounting adjustments
Loan discount accretion		5.0			4.3			6.4
Bond premium amortization		(0.4)			(0.5)			(0.7)
Net purchase accounting accretion		4.6			3.8			5.7
Core net interest income (te) (a)	$	185.4		$	171.6		$	162.5
Average earning assets	$	22,770.0		$	21,462.2		$	20,910.7
Net interest margin - reported		3.37	%		3.26	%		3.23	%
Net purchase accounting adjustments		0.08	%		0.07	%		0.11	%
Core net interest margin		3.29	%		3.19	%		3.12	%

(a) Tax equivalent (te) amounts are calculated using a marginal federal income tax rate of 35%.

Provision for Loan Losses

During the first quarter of 2017, the Company recorded a total provision for loan losses of $16.0 million, up $1.5 million from the fourth quarter of 2016 and down $44.0 million from the first quarter of 2016.  The first quarter of 2016included an increase in the provision related to the energy portfolio as discussed more fully in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Allowance for Loan Losses and Asset Quality.”  The provision for the purchased credit impaired portfolio was a  credit of $0.4 million for the three months ended March 31, 2017 as compared to a credit of $0.7 million for the three months ended December 31, 2016 and a credit of $0.5 million for the three months ended March 31, 2016.  The credits to provision for the purchased credit impaired portfolio were primarily due to reductions in expected losses in the remaining portfolio related to the Peoples First Community Bank purchase.

Noninterest Income

Noninterest income totaled $63.5 million for the first quarter of 2017, down $2.4 million, or 4%, from the fourth quarter of 2016 and up $5.3 million, or 9%, compared to the first quarter of 2016.  Included in the first quarter of 2017 is a $4.4 million gain related to the sale of selected Hancock Horizon funds, classified as nonoperating, while the fourth quarter of 2016 included a $3.3 million gain on the sale of bank property.  Besides the impact of these gains, the largest component of the linked-quarter decrease is a $3.0 million decline in derivative income.

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The components of noninterest income are presented in the following table for the indicated periods.

	Three months Ended
	March 31,		December 31,		March 31,
(in thousands)	2017		2016		2016
Service charges on deposit accounts	$	19,206	$	18,694	$	18,383
Trust fees		11,211		11,764		11,224
Bank card and ATM fees		12,468		12,317		11,348
Investment and annuity fees		4,599		4,212		4,933
Secondary mortgage market operations		3,567		4,277		2,912
Insurance commissions and fees		665		866		1,307
Amortization of FDIC loss share receivable		(1,100)		(1,240)		(1,613)
Income from bank-owned life insurance		2,652		2,448		2,550
Credit related fees		2,878		2,617		2,357
Derivative income		465		3,455		(139)
Net gain on sale of assets		(227)		3,257		1,766
Safety deposit box income		449		381		478
Other miscellaneous		2,306		2,556		2,334
Securities transactions		—		289		346
Total noninterest operating income	$	59,139	$	65,893	$	58,186
Nonoperating income items		4,352		—		—
Total noninterest income	$	63,491	$	65,893	$	58,186

Service charges on deposits totaled $19.2 million for the first quarter of 2017, up $0.5 million, or 3%, from the fourth quarter of 2016 and up $0.8 million, or 4%, from the first quarter of 2016. These increases were primarily due to an increase in consumer overdraft fees.

Bank card and ATM fees totaled $12.5 million for the quarter ended March 31, 2017, compared to $12.3 million in the fourth quarter of 2016.  Compared to the first quarter of 2016, bank card and ATM fees were up $1.1 million, or 10% due to an increase in credit card and merchant fees.  

Secondary mortgage market operations fee income decreased $0.7 million, or 17%, from the fourth quarter of 2016, but were up $0.7 million, or 22%, compared to the first quarter of 2016. The linked-quarter decline was due to the higher rate environment, whichled to lower production, resulting in a lower percentage of loans sold into the secondary market. The increase over the prior-year quarter resulted from a 50% increase in loan production, partially offset by a lower percentage of loans sold.  Mortgage loan originations for the first quarter of 2017 totaled $345 million, compared to $376 million in the fourth quarter of 2016 and $226 million in the first quarter of 2016. 

Trust, investment and annuity fees and insurance commissions and fees totaled $16.5 million in the first quarter of 2017, down $0.4 million linked quarter and down $1.0 million compared to the first quarter of 2016. Trust fees decreased due to the sale of the Hancock Horizon funds mentioned above. Investment and annuity fees were down due to a change in the mix of products sold.  In the current interest rate environment, customer demand for longer-term annuity products has been replaced for shorter duration products which result in lower upfront commissions.  Additionally, the Company has shifted its focus more towards recurring products that pay no upfront commissions but generate additional revenue over time.  Insurance commissions were down compared to both the fourth and the first quarters of 2016, due to changes in ancillary sales methodology, decreased seasonal demand and residual claims related to major flooding in Louisiana in 2016.

Income from bank-owned life insurance increased $0.2 million, or 8% compared to the fourth quarter of 2016 and was up $0.1 million, or 4%, compared to the first quarter of 2016,due to increases in the amount of bank-owned policies and the proceeds from death benefit claims.

Income on our customer interest rate derivative program resulted in a $0.5 million net gain for the first quarter of 2017 compared to a $3.5 million net gain in the fourth quarter of 2016 and a $0.1 million net loss in the first quarter of 2016.  This income is volatile in nature and is dependent upon both customer sales activity and market value adjustments due to interest rate movement. 

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Noninterest Expense

Noninterest expense for the first quarter of 2017 was $163.5 million, up $7.3 million, or 5%, from the fourth quarter of 2016, and up $7.5 million, or 5%, from the first quarter of 2016.  Excluding nonoperating expense items, noninterest expense for the first three months of 2017 totaled $157.1 million, an increase of $0.8 million, or less than 1% linked quarter and up $6.0 million, or 4% from the first quarter of 2016.    

Nonoperating expenses in the first quarter of 2017 consisted of acquisition costs associated with the FNBC transaction. There were no nonoperating expenses in the fourth quarter of 2016.  Nonoperating expenses for the first quarter of 2016 totaling $5.0 million were almost all related to separation costs included in personnel expenses due to an efficiency initiative and technology enhancements.

The components of noninterest expense and nonoperating expense are presented in the following tables for the indicated periods.

	Three months Ended
	March 31,		December 31,		March 31,
(in thousands)	2017		2016		2016
Operating expense
Compensation expense	$	73,005	$	74,258	$	69,438
Employee benefits		16,007		13,293		15,303
Personnel expense		89,012		87,551		84,741
Net occupancy expense		10,762		10,478		10,356
Equipment expense		3,708		3,460		3,774
Data processing expense		15,395		15,452		14,207
Professional services expense		6,649		7,644		7,440
Amortization of intangibles		4,705		4,766		5,124
Telecommunications and postage		3,467		3,229		3,361
Deposit insurance and regulatory fees		6,490		6,084		5,397
Other real estate expense, net		(13)		615		445
Advertising		2,947		3,029		2,357
Ad valorem and franchise taxes		3,036		1,830		2,303
Printing and supplies		1,174		1,112		1,111
Insurance expense		817		808		835
Travel expense		1,044		1,218		949
Entertainment and contributions		1,767		1,803		1,632
Tax credit investment amortization		1,212		(174)		1,743
Other miscellaneous		4,907		7,378		5,279
Total operating expense	$	157,079	$	156,283	$	151,054
Nonoperating expense items		6,463		—		4,978
Total noninterest expense	$	163,542	$	156,283	$	156,032

	Three Months Ended
	March 31,		December 31,		March 31,
(in thousands)	2017		2016		2016
Nonoperating expense
Personnel expense	$	107	$	—	$	3,974
Professional services expense		4,627		—		181
Advertising		130		—		—
Other expense		1,599		—		823
Total nonoperating expenses	$	6,463	$	—	$	4,978

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The following discussion of the components of noninterest expenses excludes nonoperating expenses for each period.

Personnel expense totaled $89.0 million for the first quarter of 2017, up $1.5 million, or 2% linked quarter, primarily due to reset of payroll taxes in the first quarter of each year.Year over year, personnel expense was up $4.3 million, or 5%, due to normal merit increases and increased bonus and incentive compensation.

Occupancy and equipment expenses totaled $14.5 million in the first quarter of 2017, up $0.5 million, or 4%, from the fourth quarter of 2016 and up $0.3 million, or 2%, compared to the first quarter of 2016 due, in part, to costs related to acquired branches. 

Net gains on ORE dispositions exceeded ORE expense by $13 thousand compared to $0.6 million of net expense in the fourth quarter of 2016. Management does not expect this level of ORE expense to be sustainable in future quarters.

All other expenses, excluding amortization of intangibles and nonoperating expense items, totaled $48.9 million for the first quarter of 2017, down $0.5 million, or 1%, from the fourth quarter of 2016.  These expenses totaled $46.6 million in the first quarter of 2016.  The major components of the year-over-year increase were a $1.2 million, or 8%, increase in data processing expense related to efficiency initiatives and a $1.1 million increase in deposit insurance related to asset growth and an increased level of criticized loans.

Income Taxes

The effective income tax rate for the first quarter of 2017 was approximately 25.3%, compared to 22.5% in the first quarter of 2016. The impact of the new accounting standard for employee share-based compensation prospectively adopted beginning January 1, 2017, resulted in a 0.6% decrease in the effective tax rate for the first quarter.  The impact of stock compensation on the effective tax rate will vary quarter to quarter, depending upon the Company’s share price and the number of shares vesting or options exercised during the period.  Management expects the effective tax rate for 2017 will be in the range of 25% to 27%, excluding the impact of employee share-based compensation. 

The Company’s effective tax rate varies from the 35% federal statutory rate primarily because of tax-exempt income and tax credits.  Interest income on bonds issued by or loans to state and municipal governments and authorities, and earnings from the BOLI program are the major components of tax-exempt income.  The main source of tax credits has been investments in tax-advantaged securities and tax credit projects.  These investments are made primarily in the markets the Company serves and are directed at tax credits issued under the Qualified Zone Academy Bonds (“QZAB”), Qualified School Construction Bonds (“QSCB”) and Federal and State New Market Tax Credit (“NMTC”) programs. The investments generate tax credits, which reduce current and future taxes and are recognized when earned as a benefit in the provision for income taxes. 

The Company has invested in NMTC projects through investments in its own Community Development Entity (“CDE”), as well as, other unrelated CDEs.  These investments will generate approximately $104 million in federal and state tax credits.  Federal tax credits from NMTC investments are recognized over a seven-year period, while recognition of the benefits from state tax credits varies from three to five years.

The Company intends to continue making investments in tax credit projects and qualified bonds.  However, its ability to access new credits will depend upon, among other factors, federal and state tax policies and the level of competition for such credits.  Based on tax credit investments that have been made to date, the Company expects to realize benefits from federal and state tax credits totaling $7.8 million, $5.6 million and $3.2 million for 2018, 2019, and 2020, respectively.

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The following table reconciles reported income tax expense to that computed at the statutory federal tax rate for the indicated periods.

	Three months Ended
	March 31,		December 31,		March 31,
(in thousands)	2017		2016		2016
Taxes computed at statutory rate	$	22,977	$	22,034	$	1,734
Tax credits:
QZAB/QSCB		(642)		(689)		(697)
NMTC - Federal and State		(1,679)		(1,920)		(1,830)
LIHTC		—		6		(12)
Other		—		(107)		—
Total tax credits		(2,321)		(2,710)		(2,539)
State income taxes, net of federal income tax benefit		843		296		293
Tax-exempt interest		(4,673)		(4,219)		(3,053)
Bank owned life insurance		(947)		(853)		(890)
Impact from interim estimated effective tax rate		1,880		(3,035)		5,382
Employee share-based compensation		(434)		—		—
Other, net		(690)		(391)		188
Income tax expense	$	16,635	$	11,122	$	1,115

Selected Financial Data

The following tables contain selected financial data as of the dates and for the periods indicated.  

	Three Months Ended
	March 31,		December 31,		March 31,
	2017		2016		2016
Common Share Data
Earnings per share:
Basic	$	0.57	$	0.64	$	0.05
Diluted	$	0.57	$	0.64	$	0.05
Cash dividends paid	$	0.24	$	0.24	$	0.24
Book value per share (period-end)	$	32.70	$	32.29	$	31.24
Tangible book value per share (period-end)	$	23.19	$	23.87	$	21.90
Weighted average number of shares (000s):
Basic		84,365		78,820		77,501
Diluted		84,624		79,067		77,672
Period-end number of shares (000s)		84,517		84,235		77,508
Market data:
High sales price	$	49.50	$	45.50	$	25.84
Low sales price	$	41.71	$	31.73	$	20.01
Period-end closing price	$	45.55	$	43.10	$	22.96
Trading volume (000s) (a)		45,119		43,664		56,319

(a) Trading volume is based on the total volume as determined by NASDAQ on the last day of the quarter.

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	Three months Ended
	March 31,		December 31,		March 31,
(in thousands)	2017		2016		2016
Income Statement:
Interest income	$	202,515	$	185,867	$	180,641
Interest income (te) (a)		210,813		193,383		185,984
Interest expense		20,824		18,069		17,805
Net interest income (te) (a)		189,989		175,314		168,179
Provision for loan losses		15,991		14,455		60,036
Noninterest income		63,491		65,893		58,186
Noninterest expense (excluding amortization of intangibles)		158,837		151,517		150,908
Amortization of intangibles		4,705		4,766		5,124
Income before income taxes		65,649		62,953		4,954
Income tax expense		16,635		11,122		1,115
Net income	$	49,014	$	51,831	$	3,839

	Three Months Ended
	March 31,		December 31,		March 31,
	2017		2016		2016
Performance Ratios
Return on average assets	0.80	%	0.88	%	0.07	%
Return on average common equity	7.27	%	8.19	%	0.64	%
Return on average tangible common equity	9.92	%	11.42	%	0.91	%
Earning asset yield (te) (a)	3.74	%	3.59	%	3.57	%
Total cost of funds	0.37	%	0.34	%	0.34	%
Net interest margin (te) (a)	3.37	%	3.26	%	3.23	%
Noninterest income to total revenue (te) (a)	25.05	%	27.32	%	25.70	%
Efficiency ratio (b)	61.16	%	62.82	%	64.47	%
Average loan/deposit ratio	89.90	%	86.31	%	86.69	%
FTE employees (period-end)	3,819		3,724		3,819
Capital Ratios
Common stockholders' equity to total assets	10.84	%	11.34	%	10.61	%
Tangible common equity ratio (c)	7.94	%	8.64	%	7.69	%

(a) Tax equivalent (te) amounts are calculated using a marginal federal income tax rate of 35%.

(b) The efficiency ratio is noninterest expense to total net interest (te) and noninterest income, excluding amortization of purchased intangibles and nonoperating items.

(c) The tangible common equity ratio is common shareholders’ equity less intangible assets divided by total assets less intangible assets.

44

	Three Months Ended
	March 31,			December 31,			March 31,
($ in thousands)	2017			2016			2016
Asset Quality Information
Nonaccrual loans (a)	$	262,649		$	317,970		$	237,303
Restructured loans - still accruing		47,267			39,818			45,620
Total nonperforming loans		309,916			357,788			282,923
Other real estate (ORE) and foreclosed assets		17,156			18,943			24,032
Total nonperforming assets	$	327,072		$	376,731		$	306,955
Accruing loans 90 days past due (a)	$	590		$	3,039		$	9,226
Net charge-offs - non-purchased credit impaired		29,911			20,424			21,299
Net charge-offs - purchased credit impaired		118			(256)			(67)
Allowance for loan losses		213,550			229,418			217,794
Provision for loan losses		15,991			14,455			60,036
Ratios:
Nonperforming assets to loans, ORE and foreclosed assets		1.79	%		2.25	%		1.92	%
Accruing loans 90 days past due to loans		0.00	%		0.02	%		0.06	%
Nonperforming assets + accruing loans 90 days past due to loans, ORE and foreclosed assets		1.80	%		2.26	%		1.98	%
Net charge-offs - non-purchased credit impaired to average loans		0.70	%		0.50	%		0.54	%
Allowance for loan losses to period-end loans		1.17	%		1.37	%		1.36	%
Allowance for loan losses to nonperforming loans + accruing loans 90 days past due		68.77	%		63.58	%		74.55	%

(a) Nonaccrual loans and accruing loans past due 90 days or more do not include purchased credit impaired loans with an accretable yield. Included in nonaccrual loans are $112.6 million, $81.9 million, and $18.3 million in restructured loans at March 31, 2017, December 31, 2016, and March 31, 2016, respectively.  Purchased credit impaired loans include loans covered by an FDIC loss share agreement totaling $143.8 million, $148.0 million and $168.1 million as of March 31, 2017,  December 31, 2016, and March 31, 2016, respectively. 

45

	March 31,		December 31,		September 30,		June 30,		March 31,
(in thousands)	2017		2016		2016		2016		2016
Period-End Balance Sheet
Total loans, net of unearned income (a)	$	18,204,868	$	16,752,151	$	16,070,821	$	16,035,796	$	15,978,124
Loans held for sale		20,883		34,064		42,545		42,297		24,001
Securities		5,001,273		5,017,128		4,843,112		4,806,370		4,667,837
Short-term investments		51,273		78,177		128,920		153,159		151,551
Earning assets		23,278,297		21,881,520		21,085,398		21,037,622		20,821,513
Allowance for loan losses		(213,550)		(229,418)		(236,061)		(226,086)		(217,794)
Goodwill		716,761		621,193		621,193		621,193		621,193
Other intangible assets, net		86,952		87,757		92,523		97,409		102,414
Other assets		1,616,566		1,614,250		1,545,677		1,533,652		1,482,044
Total assets	$	25,485,026	$	23,975,302	$	23,108,730	$	23,063,790	$	22,809,370
Noninterest-bearing deposits	$	7,722,279	$	7,658,203	$	7,543,041	$	7,151,416	$	7,108,598
Interest-bearing transaction and savings deposits		7,162,760		6,910,466		6,620,373		6,754,513		7,043,484
Interest-bearing public funds deposits		2,595,263		2,563,758		2,394,148		2,354,234		2,152,903
Time deposits		2,441,718		2,291,839		2,327,915		2,556,706		2,351,165
Total interest-bearing deposits		12,199,741		11,766,063		11,342,436		11,665,453		11,547,552
Total deposits		19,922,020		19,424,266		18,885,477		18,816,869		18,656,150
Short-term borrowings		2,121,932		1,225,406		1,075,956		1,095,107		1,100,787
Long-term debt		525,082		436,280		463,710		468,028		471,245
Other liabilities		152,370		169,582		194,460		220,421		160,148
Stockholders' equity		2,763,622		2,719,768		2,489,127		2,463,365		2,421,040
Total liabilities & stockholders' equity	$	25,485,026	$	23,975,302	$	23,108,730	$	23,063,790	$	22,809,370

	Three Months Ended
	March 31,		December 31,		March 31,
(in thousands)	2017		2016		2016
Average Balance Sheet
Total loans, net of unearned income (a)	$	17,303,044	$	16,323,897	$	15,848,770
Loans held for sale		21,328		32,398		14,822
Securities (b)		5,037,286		4,939,240		4,528,090
Short-term investments		408,343		166,653		518,986
Earning assets		22,770,001		21,462,188		20,910,668
Allowance for loan losses		(226,503)		(237,316)		(183,264)
Goodwill and other intangible assets		729,766		711,255		726,094
Other assets		1,483,242		1,501,403		1,479,017
Total assets	$	24,756,506	$	23,437,530	$	22,932,515
Noninterest-bearing deposits	$	7,462,258	$	7,534,392	$	7,033,680
Interest-bearing transaction and savings deposits		6,897,660		6,761,923		6,815,703
Interest-bearing public fund deposits		2,547,874		2,316,997		2,173,435
Time deposits		2,340,066		2,298,843		2,258,936
Total interest-bearing deposits		11,785,600		11,377,763		11,248,074
Total deposits		19,247,858		18,912,155		18,281,754
Short-term borrowings		2,127,256		1,367,504		1,564,804
Long-term debt		458,050		453,068		483,348
Other liabilities		190,253		187,385		170,862
Stockholders' equity		2,733,089		2,517,418		2,431,747
Total liabilities & stockholders' equity	$	24,756,506	$	23,437,530	$	22,932,515

(a) Includes nonaccrual loans.

(b) Average securities do not include unrealized holding gains/losses on available for sale securities.

46

Reconciliation of reported to core net interest income (te) and core net interest margin

	Three months ended
		March 31,			December 31,			September 30,			June 30,			March 31,
($ in thousands)		2017			2016			2016			2016			2016
Net interest income	$	181,691		$	167,798		$	163,513		$	164,969		$	162,836
Tax-equivalent adjustment (te)(a)		8,298			7,516			6,784			6,196			5,343
Net interest income (te)	$	189,989		$	175,314		$	170,297		$	171,165		$	168,179
Purchase accounting adjustments
Net loan discount accretion (b)		5,017			4,302			5,206			5,878			6,358
Net investment premium amortization (c)		(454)			(524)			(581)			(636)			(720)
Net purchase accounting adjustments		4,563			3,778			4,625			5,242			5,638
Net interest income (te) - core	$	185,426		$	171,536		$	165,672		$	165,923		$	162,541
Average earning assets	$	22,770,001		$	21,462,188		$	21,197,406		$	21,147,029		$	20,910,668
Net interest margin - reported		3.37	%		3.26	%		3.20	%		3.25	%		3.23	%
Net purchase accounting adjustments		0.08	%		0.07	%		0.08	%		0.10	%		0.11	%
Net interest margin - core		3.29	%		3.19	%		3.12	%		3.15	%		3.12	%

Core revenue (te) and core pre-tax, pre-provision net revenue (te)

	Three months ended
		March 31,		December 31,		September 30,		June 30,		March 31,
(in thousands)		2017		2016		2016		2016		2016
Net interest income	$	181,691	$	167,798	$	163,513	$	164,969	$	162,836
Noninterest income		63,491		65,893		63,008		63,694		58,186
Total revenue	$	245,182	$	233,691	$	226,521	$	228,663	$	221,022
Tax-equivalent adjustment (a)		8,298		7,516		6,784		6,196		5,343
Purchase accounting adjustments - revenue (d)		(3,463)		(2,538)		(3,088)		(3,716)		(4,026)
Nonoperating revenue		(4,352)		—		—		—		—
Core revenue (te)	$	245,665	$	238,669	$	230,217	$	231,143	$	222,339
Noninterest expense		(163,542)		(156,283)		(149,058)		(150,942)		(156,032)
Intangible amortization		4,705		4,766		4,886		5,005		5,124
Nonoperating items		6,463		—		—		—		4,978
Core pre-tax, pre-provision net revenue (te)	$	93,291	$	87,152	$	86,045	$	85,206	$	76,409

(a) Tax equivalent (te) amounts are calculated using a marginal federal income tax rate of 35%.

(b) Includes net loan discount accretion arising from business combinations.

(c) Includes net investment premium amortization arising from business combinations.

(d) Includes net loan discount accretion and net investment premium amortization as defined in (b) and (c) and amortization of the FDIC loss share receivable related to an FDIC assisted transaction.

LIQUIDITY

Liquidity management is focused on ensuring that funds are available to meet the cash flow requirements of our depositors and borrowers, while also meeting the operating, capital and strategic cash flow needs of the Company, the Bank and other subsidiaries.  Hancock develops its liquidity management strategies and measures and regularly monitors liquidity risk as part of its overall asset/liability management process.

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, as well as maturities and repayments of investment securities.  Short-term investments such as federal funds sold, securities purchased under agreements to

47

resell and interest-bearing deposits with the Federal Reserve Bank or with other commercial banks are additional sources of liquidity to meet cash flow requirements.  Free securities represent unpledged securities that can be sold or used as collateral for borrowings, and include unpledged securities assigned to short-term dealer repurchase agreements or to the Federal Reserve Bank discount window.  As shown in the table below, our ratio of free securities to total securities was 20.29% at March 31, 2017, compared to 23.46% at December 31, 2016 and 25.47% at March 31, 2016.  The total amount of free securities at March 31, 2017 decreased by $156 million compared to year-end, while total securities were up slightly.  The decrease from March 31, 2016 is mainly attributable to pledging requirements related to a $502 million, or 22%, increase in public fund deposits resulting from certain deposit growth initiatives implemented in 2015.

	March 31,		December 31,		September 30,		June 30,		March 31,
Liquidity Metrics	2017		2016		2016		2016		2016
Free securities / total securities	20.29	%	23.46	%	23.97	%	28.39	%	25.47	%
Core deposits / total deposits	92.93	%	93.22	%	93.03	%	91.99	%	92.95	%
Wholesale funds / core deposits	14.30	%	9.18	%	8.76	%	9.03	%	9.07	%
Quarter-to-date average loans /quarter-to-date average deposits	89.90	%	86.31	%	85.64	%	85.80	%	86.69	%

The liability portion of the balance sheet provides liquidity mainly through the Company’s ability to use cash sourced from various customers’ interest-bearing and noninterest-bearing deposit and sweep accounts.  Core deposits consist of total deposits excluding certificates of deposits (“CDs”) of $250,000 or more, brokered deposits, and balances in sweep time deposit products used by commercial customers. The ratio of core deposits to total deposits was 92.93% at March 31, 2017, compared to 93.22% at December 31, 2016 and 92.95% at March 31, 2016.  Brokered deposits totaled $800 million as of March 31, 2017, a $106 million, or 15%, increase from December 31, 2016, and up $69 million compared to March 31, 2016.  The Company use of brokered deposits as a funding source is subject to strict parameters regarding the amount term and interest rate.

Purchases of federal funds, securities sold under agreements to repurchase and other short-term borrowings from customers provide additional sources of liquidity to meet short-term funding requirements. Besides funding from customer sources,the Bank has a line of credit with the FHLB that is secured by blanket pledges of certain mortgage loans. At March 31, 2017, the Bank had borrowed $1.8billion from the FHLB and had approximately $2.8 billion available under this line. The Bank also has unused borrowing capacity at the Federal Reserve’s discount window of approximately $2.1 billion. The Company did not have any outstanding borrowings with the Federal Reserve at any date in the last 12 months. 

Wholesale funds, which are comprised of short-term borrowings and long-term debt, were 14.30% of core deposits at March 31, 2017, compared to 9.18% at December 31, 2016 and 9.07% at March 31, 2016.  Both the linked-quarter and year-over-year increases were primarily due to an increase in FHLB borrowings.  FHLB borrowings totaled $1.8 billion at March 31, 2017 compared to $865 million at December 31, 2016.  The Company acquired approximately $600 million in FHLB borrowings as part of the FNBC transaction. FHLB borrowings were $675 million at March 31, 2016.  Partially offsetting these increases was growth in core deposits.  Core deposits totaled $18.5 billion at March 31, 2017, compared to $18.1 billion at December 31, 2016 and $17.3 billion at March 31, 2016. The Company has established an internal target range for wholesale funds to be less than 25% of core deposits.

Another key measure the Company uses to monitor its liquidity position is the loan-to-deposit ratio (average loans outstanding for the reporting period divided by average deposits outstanding).  The loan-to-deposit ratio measures the amount of funds the Company lends out for each dollar of deposits on hand.  The Company’s loan-to-deposit ratio for the first quarter of 2017was 89.90%, compared to a range between 85.64% and 86.69% for the prior four quarters.The increase in the loan-to-deposit ratio from prior periods reflects the impact on quarter-to-date averages of the $1.2 billion of loans and $0.4 billion of deposits acquired in the FNBC transaction that closed in first quarter 2017.The increase in the loan-to-deposit ratio was anticipated pursuant to this transaction.  The Company has established an internal target range for the loan-to-deposit ratio from 83% to 87% and expects it to be more in-line with its target in the next few quarters.

Cash generated from operations is another important source of funds to meet liquidity needs.  The consolidated statements of cash flows present operating cash flows and summarize all significant sources and uses of funds for the three months ended March 31, 2017 and 2016. 

Dividends received from the Bank have been the primary source of funds available to the Company for the payment of dividends to our stockholders and for servicing debt issued by the parent company. The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends the Bank can distribute to the Company.  The Company maintains cash and other liquid assets at the parent company to provide liquidity in an amount sufficient to fund a minimum of at least six quarters of anticipated common stockholder dividends.

48

The April 28, 2017 FDIC transaction for the acquisition of selected assets and liabilities of FNBC provides additional low cost funding and liquidity for the Company.  Whitney Bank assumedapproximately $1.6 billion in deposits, primarily transaction and savings accounts, purchasedapproximately $1.0 billion in cash, securities, loans, and other assets, and received a cash payment of $655 million from the FDIC for the net liabilities assumed.  These amounts are subject to adjustments based upon final settlement with the FDIC pursuant to the agreement.

CAPITAL RESOURCES

Stockholders’ equity totaled $2.8 billion at March 31, 2017,  up $44 million, or 2% compared to December 31, 2016 and up $343 million, or 14% from the same period prior year.  The tangible common equity ratio was 7.94% at March 31, 2017, compared to 8.64% at December 31, 2016 and 7.69% at March 31, 2016. Thedeclinein the ratio from year end was due to the effect of the net assets acquired in the FNBC transaction. The year-over-year increase was due to the $259 million stock issuance in the fourth quarter of 2016, mostly offset by $1.0 billion in organic loan growth in addition to the FNBC asset acquisition.The Company has established an internal target for the tangible common equity ratio of at least 8.00%. However, management will allow the Company’s tangible common equity ratio to drop below 8.00% on a temporary basis if it believes that the shortfall can be replenished through normal operations.

At March 31, 2017, the regulatory capital ratios of the Company and the Bank were well in excess of current regulatory minimum requirements, as indicated in the table below.  The Company and the Bank have been categorized as “well-capitalized” in the most recent notices received from our regulators and both currently exceed all capital requirements of the new Basel III requirements which were effective January 1, 2015, including the fully phased-in conservation buffer. Bank ratios reflect a $240 million capital contribution to support the FNBC acquisition.  See the Supervision and Regulation section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for further discussion of the Company’s capital requirements.

The following table shows the regulatory capital ratios for the Company and the Bank as calculated under current rules for the indicated periods.

	Well-		March 31,		December 31,		September 30,		June 30,		March 31,
	Capitalized		2017		2016		2016		2016		2016
Total capital (to risk weighted assets)
Hancock Holding Company	10.00	%	11.91	%	13.21	%	12.15	%	11.96	%	11.75	%
Whitney Bank	10.00	%	11.52	%	11.57	%	11.81	%	11.70	%	11.56	%
Tier 1 common equity capital (to risk weighted assets)
Hancock Holding Company	6.50	%	10.16	%	11.26	%	10.09	%	9.94	%	9.69	%
Whitney Bank	6.50	%	10.49	%	10.39	%	10.56	%	10.48	%	10.30	%
Tier 1 capital (to risk weighted assets)
Hancock Holding Company	8.00	%	10.16	%	11.26	%	10.09	%	9.94	%	9.69	%
Whitney Bank	8.00	%	10.49	%	10.39	%	10.56	%	10.48	%	10.30	%
Tier 1 leverage capital
Hancock Holding Company	5.00	%	8.79	%	9.56	%	8.35	%	8.22	%	8.14	%
Whitney Bank	5.00	%	9.09	%	8.83	%	8.76	%	8.69	%	8.68	%

Regulatory definitions:

(1) Tier 1 common equity capital generally includes common equity and retained earnings, reduced by goodwill and other disallowed intangibles, disallowed deferred tax assets and certain other assets.

(2) Tier 1 capital consists of Tier 1 common equity capital plus non-controlling interest in equity of consolidated subsidiaries and a limited amount of qualifying perpetual preferred stock.

(3) Total capital consists of Tier 1 capital plus perpetual preferred stock not qualifying as Tier 1 capital, mandatory convertible securities, certain types of subordinated debt and a limited amount of allowances for credit losses.

(4) The risk-weighted asset base is equal to the sum of the aggregate value of assets and credit-converted off-balance sheet items in each risk category as specified in regulatory guidelines, multiplied by the weight assigned by the guidelines to that category.

(5) The Tier 1 leverage capital ratio is Tier 1 capital divided by average total assets reduced by the deductions for Tier 1 capital noted above. 

49

BALANCE SHEET ANALYSIS

Securities

Investment in securities totaled $5.0 billion at March 31, 2017, down $16 million from December 31, 2016 and $333 million from March 31, 2016.  During the first quarter of 2017, the Company purchased approximately $131 million of mortgage-backed securities and municipal securities at an average yield of 3.26%.  At March 31, 2017, securities available for sale andsecurities held to maturity each totaled $2.5 billion. 

The securities portfolio consists mainly of residential and commercial mortgage-backed securities and collateralized mortgage obligations issued or guaranteed by U.S. government agencies. The portfolio is designed to enhance liquidity while providing an acceptable rate of return.  The Company invests only in high quality securities of investment grade quality with a targeted effective duration for the overall portfolio of between two and five years.  The effective duration calculates the price sensitivity to changes in interest rates.  At March 31, 2017, the average maturity of the portfolio was 5.80 years with an effective duration of 5.0 years and a weighted-average yield of 2.35%. Management simulations indicate that the effective duration would increase to 5.13 years with a 100 bps increase in the yield curve and to 5.19 years with a 200 bps increase.  At December 31, 2016, the average maturity of the portfolio was 5.79 years with an effective duration of 5.07 years and a weighted-average yield of 2.35%.  The average maturity of the portfolio at March 31, 2016 was 5.01 years, while the duration was 3.69 years, and the weighted average yield was 2.43%.

Loans

Total loans at March 31, 2017 were $18.2 billion, up approximately $1.5 billion, or 9%, from December 31, 2016, and up $2.2 billion, or 14%, compared to March 31, 2016.  The increase includes approximately $1.2 billion from the FNBC transaction (net of the loan mark of 4%).  Excluding the impact of FNBC, loans grew $267 million, or 2% linked-quarter.  Loans to energy-related companies decreased $123 million during the first quarter. 

There was growth throughout the markets across our footprint and in our mortgage and equipment finance lines of business.  The following table shows the composition of our loan portfolio.

		March 31,		December 31,		September 30,		June 30,		March 31,
(in thousands)		2017		2016		2016		2016		2016
Total loans:
Commercial non-real estate	$	8,074,287	$	7,613,917	$	7,133,928	$	7,132,519	$	7,145,406
Commercial real estate - owner occupied		2,047,451		1,906,821		1,901,825		1,916,200		1,923,347
Total commercial and industrial		10,121,738		9,520,738		9,035,753		9,048,719		9,068,753
Commercial real estate - income producing		2,505,104		2,013,890		1,990,309		2,024,471		1,752,745
Construction and land development		1,252,667		1,010,879		946,592		880,588		1,095,414
Residential mortgages		2,266,263		2,146,713		2,037,162		2,017,650		2,000,967
Consumer		2,059,096		2,059,931		2,061,005		2,064,368		2,060,245
Total loans	$	18,204,868	$	16,752,151	$	16,070,821	$	16,035,796	$	15,978,124

The Company’s commercial customer base is diversified over a range of industries, including energy, healthcare, wholesale and retail trade in various durable and nondurable products and the manufacture of such products, marine transportation and maritime construction, financial and professional services, and agricultural production.

50

The following tables provide detail of the more significant industry concentrations for our commercial and industrial loan portfolio, which is based on NAICS codes, and property type concentrations of our commercial real estate – income producing portfolios.

	March 31,				December 31,				September 30,				June 30,				March 31,
	2017				2016				2016				2016				2016
			Pct of				Pct of				Pct of				Pct of				Pct of
($ in thousands)	Balance		Total		Balance		Total		Balance		Total		Balance		Total		Balance		Total
Commercial & industrial loans:
Mining, Quarrying, and Oil and Gas Extraction (a)	$	1,211,006	12	%	$	1,320,294	14	%	$	1,311,480	15	%	$	1,382,496	15	%	$	1,462,000	16	%
Health Care and Social Assistance		1,076,164	11			1,010,135	11			953,900	10			900,604	10			885,268	10
Real Estate and Rental and Leasing		1,119,937	11			975,821	10			980,484	11			986,502	11			1,017,602	11
Public Administration		839,005	8			796,742	8			717,629	8			686,179	8			641,210	7
Manufacturing (a)		769,118	8			729,926	8			637,194	7			655,493	7			661,242	7
Retail Trade (a)		755,059	8			682,775	7			632,175	7			645,073	7			634,866	7
Finance and Insurance		478,473	5			507,339	5			451,469	5			463,953	5			443,409	5
Wholesale Trade (a)		490,569	5			486,940	5			461,133	5			452,973	5			539,927	6
Construction		519,663	5			478,926	5			447,206	5			441,160	5			433,209	5
Transportation and Warehousing (a)		556,468	5			468,377	5			428,936	5			422,649	5			439,101	5
Educational Services		428,248	4			421,035	4			421,114	5			429,810	5			365,227	4
Professional, Scientific, and Technical Services (a)		362,610	4			340,323	4			339,642	4			320,319	4			337,248	4
Other Services (except Public Administration)		342,155	3			308,802	3			292,669	3			292,482	3			285,867	3
Accommodation and Food Services		338,241	3			270,693	3			295,625	3			294,607	3			290,283	3
Other (a)		835,022	8			722,610	8			665,097	7			674,419	7			632,294	7
Total commercial & industrial loans	$	10,121,738	100	%	$	9,520,738	100	%	$	9,035,753	100	%	$	9,048,719	100	%	$	9,068,753	100	%

(a) The Company's energy related lending portfolio includes certain balances within each of these selected industry categories as the definition is based on source of revenue.  The energy related lending portfolio totaled $1.3 billion, $1.4 billion, $1.4 billion, $1.5 billion, and $1.6 billion at March 31, 2017, December 31, 2016,  September 30, 2016, June 30, 2016, and March 31, 2016, respectively.

At March 31, 2017, commercial and industrial (“C&I”) loans, including both non-real estate and owner occupied real estate secured loans, totaled approximately $10 billion, an increase of $601 million, or 6%, from December 31, 2016.  Included in C&I are $1.3 billion in energy-related loans, which are comprised of credits to both the exploration and production segment and the support services segment.  Energy loans comprised 7.1% of total loans at March 31, 2017.  The $123 million linked-quarter decrease in the energy portfolio resulted from payoffs and paydowns of approximately $160 million and charge-offs of approximately $23 million, partially offset by approximately $60 million in net increases.

The Bank lends mainly to middle-market and smaller commercial entities, although it participates in larger shared-credit loan facilities.  Shared national credits funded at March 31, 2017 totaling approximately $2.2 billion, or 12% of total loans, were down $5 million compared to December 31, 2016 and down $20 million from March 31, 2016.  Approximately $813 million of shared national credits were with energy-related customers at March 31, 2017, down approximately $121 million from December 31, 2016 and down $162 million from March 31, 2016.

Commercial real estate – income producing loans totaled approximately $2.5 billion at March 31, 2017, an increase of $491 million, or 24%, from December 31, 2016.  The majority of the increases in commercial real estate – income producing loans and construction and land development loans were related to the FNBC transaction.  The following table details commercial real estate – income producing by property types for the last five quarters.

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	March 31,				December 31,				September 30,				June 30,				March 31,
	2017				2016				2016				2016				2016
			Pct of				Pct of				Pct of				Pct of				Pct of
($ in thousands)	Balance		Total		Balance		Total		Balance		Total		Balance		Total		Balance		Total
Commercial real estate - income producing loans:
Retail	$	565,673	23	%	$	466,168	23	%	$	483,026	24	%	$	505,146	25	%	$	478,249	27	%
Office		482,121	19			371,029	19			382,191	19			360,677	18			362,755	21
Multifamily		444,188	18			346,612	17			314,539	16			366,608	18			183,868	10
Industrial		307,170	12			289,482	14			292,037	15			285,897	14			264,006	15
Hotel/Motel		268,138	11			179,016	9			129,209	6			131,750	7			96,776	6
Other		437,814	17			361,583	19			389,307	20			374,393	18			367,091	21
Total commercial real estate - income producing loans	$	2,505,104	100	%	$	2,013,890	100	%	$	1,990,309	100	%	$	2,024,471	100	%	$	1,752,745	100	%

Construction and land development loans, totaling approximately $1.3 billion at March 31, 2017, increased approximately $242 million from December 31, 2016.  Residential mortgages increased $120 million, while consumer loans decreased $0.8 million during the first three months of 2017.

Allowance for Loan Losses and Asset Quality

The Company's total allowance for loan losses was $213.6 million at March 31, 2017, compared to $229.4 million at December 31, 2016.   The decrease is due to a net release of allowance in the energy segment of $23 million, due primarily to charge-offs, offset by an increase in non-energy allowance of $7 million.  Energy prices have remained relatively stable over the last two quarters and criticized levels have declined.  There is no allowance for loan losses on the loans purchased from FNBC; however, a 4% loan mark has been applied to those loans.  The allowance for credits in the energy portfolio totaled $83.7 million, or 6.5% of energy loans, at March 31, 2017, down from $106.5 million, or 7.5% of energy loans, at December 31, 2016.Management believes the allowance level for the energy portfolio, as built in previous quarters, remains adequate.

The allowance maintained on the non-purchased credit impaired portion of the loan portfolio totaled $197.6 million, a $13.5 million linked-quarter decrease. The ratio of the allowance to period-end loans was 1.17% at March 31, 2017, compared to 1.37% at December 31, 2016.  Nearly half of the decline is due to the addition of $1.2 billion loans acquired from FNBC that were accounted for as acquired performing loans under which loans are recorded at fair value with no carryover allowance. 

During the first quarter of 2017, Hancock recorded a total provision for loan losses of $16.0 million, up $1.5 million from $14.5 million in the fourth quarter of 2016. 

Net charge-offs from the non-purchased credit impaired loan portfolio were $29.9 million, or 0.70% of average total loans on an annualized basis, in the first quarter of 2017 compared to $20 million, or 0.50% of average total loans in the fourth quarter of 2016.  Included in the first quarter’s total are approximately $23 million in charge-offs related to energy credits.  Energy charge-offs were approximately $12 million in the fourth quarter of 2016. 

The following table provides a breakout of the Company’s allowance for loan losses for the energy portfolio, allocated by sector at March 31, 2017.
(in millions)	Outstanding Balance		Allocated Allowance for Loan and Lease Losses		Allowance for Loan and Lease Losses as a % of Loans
Upstream (reserve-based lending)	$	425	$	21.2		5.0	%
Midstream		81		2.7		3.3
Support - drilling		166		14.4		8.6
Support - nondrilling		617		45.4		7.4
Total	$	1,289	$	83.7		6.5	%

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Management continues to closely monitor the impact that the sustained decrease in oil and natural gas prices will have on the ability of the Company’s energy-related customers to service their debt.  Part of the ongoing monitoring includes a review of customers’ balance sheets, leverage ratios, collateral values and other critical lending metrics.  As previously noted, even with improving oil prices, management expect a continued lag in the recovery of energy service and support credits.  Reserve-based lending credits are showing signs of improvement given the stabilization in oil prices, and we expect improvement in land-based services and non-drilling services in the Gulf of Mexico to follow.  However, as new information becomes available, additional risk rating downgrades could occur, which could lead to additional loan loss provisions, a higher allowance for loan losses, and additional charge-offs.  Management believes that any additional losses will be manageable and that capital will remain solid.  Based upon information currently available, management is maintaining the estimate that net charge-offs from energy-related credits could approximate $65 million to $95 million over the duration of the cycle, which started in the fourth quarter of 2014.  To date, the Company has recorded approximately $65 million in energy-related net charge-offs since the start of the cycle, including $23 million in the first quarter of 2017.  See Item 7 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for further discussion of the Company’s energy portfolio and its potential impact on the allowance for loan losses.

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The following table sets forth activity in the allowance for loan losses for the periods indicated.

	Three months Ended
	March 31,			December 31,			March 31,
(in thousands)	2017			2016			2016
Allowance for loan losses at beginning of period	$	229,418		$	236,061		$	181,179
Loans charged-off:
Non-purchased credit impaired loans (a):
Commercial non real estate		24,791			15,116			17,667
Commercial real estate - owner-occupied		29			159			783
Total commercial & industrial		24,820			15,275			18,450
Commercial real estate - income producing		7			155			115
Construction and land development		37			137			110
Residential mortgages		289			132			175
Consumer		8,539			8,696			5,843
Total non-purchased credit impaired charge-offs		33,692			24,395			24,693
Purchased credit impaired loans:
Commercial non real estate		—			—			—
Commercial real estate - owner-occupied		—			—			28
Total commercial & industrial		—			—			28
Commercial real estate - income producing		—			—			1
Construction and land development		54			—			18
Residential mortgages		59			232			—
Consumer		139			—			—
Total purchased credit impaired charge-offs		252			232			47
Total charge-offs		33,944			24,627			24,740
Recoveries of loans previously charged-off:
Non-purchased credit impaired loans (a):
Commercial non real estate		936			1,260			809
Commercial real estate - owner-occupied		200			193			41
Total commercial & industrial		1,136			1,453			850
Commercial real estate - income producing		375			316			144
Construction and land development		448			303			605
Residential mortgages		108			362			301
Consumer		1,714			1,537			1,494
Total non-purchased credit impaired recoveries		3,781			3,971			3,394
Purchased credit impaired loans:
Commercial non real estate		2			39			3
Commercial real estate - owner-occupied		75			106			35
Total commercial & industrial		77			145			38
Commercial real estate - income producing		—			—			1
Construction and land development		23			263			35
Residential mortgages		5			3			1
Consumer		29			77			39
Total purchased credit impaired recoveries		134			488			114
Total recoveries		3,915			4,459			3,508
Net charge-offs - non-purchased credit impaired loans		29,911			20,424			21,299
Net charge-offs - purchased credit impaired loans		118			(256)			(67)
Total net charge-offs		30,029			20,168			21,232
Provision for loan losses before FDIC benefit - purchased credit impaired loans		(2,236)			(1,611)			(2,685)
Benefit attributable to FDIC loss share agreement		1,830			930			2,189
Provision for loan losses non-purchased credit impaired loans		16,397			15,136			60,532
Provision for loan losses, net		15,991			14,455			60,036
Increase (decrease) in FDIC loss share receivable		(1,830)			(930)			(2,189)
Allowance for loan losses  at end of period	$	213,550		$	229,418		$	217,794
Ratios:
Gross charge-offs - non-purchased credit impaired to average loans		0.79	%		0.59	%		0.62	%
Recoveries - non-purchased credit impaired to average loans		0.09	%		0.10	%		0.09	%
Net charge-offs - non-purchased credit impaired to average loans		0.70	%		0.50	%		0.54	%
Allowance for loan losses to period-end loans		1.17	%		1.37	%		1.36	%

(a) Non-purchased credit impaired loans includes originated and acquired loans.

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The following table sets forth nonperforming assets by type for the periods indicated, consisting of nonaccrual loans, troubled debt restructurings and foreclosed and surplus ORE and other foreclosed assets.  Loans past due 90 days or more and still accruing are also disclosed.

	March 31,			December 31,
(in thousands)	2017			2016
Loans accounted for on a nonaccrual basis: (a)
Commercial  non-real estate	$	94,725		$	170,703
Commercial non-real estate - restructured		103,412			78,334
Total commercial non-real estate		198,137			249,037
Commercial real estate - owner occupied		9,587			13,432
Commercial real estate - owner-occupied - restructured		1,580			981
Total commercial real estate - owner-occupied		11,167			14,413
Total commercial & industrial		209,304			263,450
Commercial real estate - income producing		7,159			13,147
Commercial real estate - income producing - restructured		6,189			807
Total commercial real estate - income producing		13,348			13,954
Construction and land development		3,009			3,652
Construction and land development - restructured		552			898
Total construction and land development		3,561			4,550
Residential mortgage		22,171			22,814
Residential mortgage - restructured		841			851
Total residential mortgage		23,012			23,665
Consumer		13,390			12,351
Consumer - restructured		34			—
Total consumer		13,424			12,351
Total nonaccrual loans	$	262,649		$	317,970
Restructured loans - still accruing:
Commercial non-real estate	$	42,757		$	32,887
Commercial real estate - owner occupied		146			493
Total commercial & industrial		42,903			33,380
Commercial real estate - income producing		3,926			5,939
Construction and land development		—			—
Residential mortgage		237			259
Consumer		201			240
Total restructured loans - still accruing		47,267			39,818
Total nonperforming loans		309,916			357,788
ORE and foreclosed assets		17,156			18,943
Total nonperforming assets (b)	$	327,072		$	376,731
Loans 90 days past due still accruing	$	590		$	3,039
Total restructured loans	$	159,875		$	121,689
Ratios:
Nonperforming assets to loans plus ORE and foreclosed assets		1.79	%		2.25	%
Allowance for loan losses to nonperforming loans and accruing loans 90 days past due		68.77	%		63.58	%
Loans 90 days past due still accruing to loans		0.00	%		0.02	%

(a) Nonaccrual loans and accruing loans past due 90 days or more do not include acquired credit-impaired loans which were written down to fair value upon acquisition and accrete interest income the remaining life of the loan.  

(b) Includes total nonaccrual loans, total restructured loans - still accruing and ORE and foreclosed assets.

Nonperforming assets totaled $327 million at March 31, 2017, down $50 million from December 31, 2016 and up $20 million from March 31, 2016.  During the first quarter of 2017, total nonperforming loans decreased approximately $48 million, while foreclosed and surplus real estate (“ORE”) and other foreclosed assets decreased approximately $2 million.  Nonperforming assets as a percent of total loans, ORE and other foreclosed assets was 1.79% at March 31, 2017, down 46 bps from December 31, 2016, and down 13 bps from March 31, 2016. 

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Short-Term Investments

Short-term liquidity assets are held to ensure funds are available to meet the cash flow needs of both borrowers and depositors.  Short-term liquidity investments, including interest-bearing bank deposits and federal funds sold, were $51 million at March 31, 2017. This total was down $27 million from the prior quarter and down $100 million from March 31, 2016.  These assets are highly volatile on a daily basis depending upon movement in customer loan and deposit accounts.  Average short-term investments of $408 million for the first quarter of 2017 were up $242 million compared to the fourth quarter of 2016, but down $111 millioncompared to the first quarter of 2016. See the Liquidity section above for further discussion regarding the management of its short-term investment portfolio and its impact on the Company’s liquidity in general.

Deposits

Total deposits were $19.9 billion at March 31, 2017, up $498 million, or 3% from December 31, 2016, and up $1.3 billion, or 7%, from March 31, 2016.  Average deposits for the first quarter of 2017 were $19.2 billion, up $336 million, or 2%, from the fourth quarter of 2016 and up $1.0 billion, or 5%, from the first quarter of 2016. The FNBC transaction added $398 million to deposits during the first quarter and approximately $90 million to the quarter-to-date average. The FNBC transaction and greater utilization of the Company’s brokered deposits program accounted for most of the growth in deposits compared to year end.  Because of seasonality throughout the year, year-over-year comparisons of deposit levels are more useful than those compared to the prior quarter especially at year end when deposits level are typically higher, due in part to public fund deposits of tax collections.  Deposit growth initiatives that were implemented during 2015 continue to have a positive impact on deposit levels.

Noninterest-bearing demand deposits were $7.7 billion at March 31, 2017, up $64 million, or 1%, linked quarter, and were up $614 million year-over-year. The FNBC transaction added $46.2 million in noninterest-bearing demand deposits in the first quarter of 2017. Noninterest-bearing demand deposits comprised 38.8% of total deposits at March 31, 2017, compared to 39.4% at December 31, 2016, and 38.1% at March 31, 2016.  Net active noninterest-bearing accounts increased by almost 3,000 in the first quarter of 2017 compared to less than 1,000 in the first quarter of 2016.

Interest-bearing transaction and savings accounts of $7.2 billion at March 31, 2017, increased $252 million, or 4%, compared to the fourth quarter of 2016.  Deposits assumed in the FNBC transaction added $330 million to this category, while the first quarter saw some declines in commercial money market balances. 

Interest-bearing public fund deposits totaled $2.6 billion at March 31, 2017, up slightly from December 31, 2016. This category was up $442 million, or 21% compared to March 31, 2016.  Time deposits, other than public funds, totaled $2.4 billion at March 31, 2017.  The $150 million increase from December 31, 2016 was primarily due toan increase in brokered CDs. 

Short-Term Borrowings

At March 31, 2017, short-term borrowings totaled $2.1 billion, up $897 million from December 31, 2016, as FHLB borrowings increased $796 million, and securities sold under agreements to repurchase increased $87 million, or 24%.  Year over year, short-term borrowings increased $1.0 billion, primarily due to an increase in FHLB borrowings.  Average quarter-to-date short-term borrowings of $2.1 billion in the first quarter of 2017 were up $760 million, or 56% compared to the fourth quarter of 2016, and up $562 million, or 36% compared to the first quarter of 2016. The increased borrowings reflect the funding needs related to the loans acquired in the FNBC transaction and organic growth in the loan portfolio.  Customer repurchase agreements and FHLB borrowings are the major sources of short-term borrowings. Customer repurchase agreements are offered mainly to commercial customers to assist them with their cash management strategies or to provide a temporary investment vehicle for their excess liquidity pending redeployment for corporate or investment purposes. While customer repurchase agreements provide a recurring source of funds to the Bank, the amounts available over time can be volatile.  FHLB borrowings are funds from the Federal Home Loan Bank that are collateralized by single family and commercial real estate loans included in the bank’s loan portfolio, subject to specific criteria.

OFF-BALANCE SHEET ARRANGEMENTS

Loan Commitments and Letters of Credit

In the normal course of business, the Bank enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of their customers.  Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Bank to varying degrees of credit risk and interest rate risk in much the same way as funded loans. Under regulatory capital guidelines, the Company must include unfunded commitments meeting certain criteria in its risk-weighted capital calculation.

Commitments to extend credit include revolving commercial credit lines, nonrevolving loan commitments issued mainly to finance the acquisition and development or construction of real property or equipment, and credit card and personal credit lines.  The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to

56

meet credit standards established in the underlying contract and has not violated other contractual conditions.  Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower.  Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates.  A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent future cash requirements of the Company.

A substantial majority of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform.  The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services. 

The contract amounts of these instruments reflect the Company's exposure to credit risk.  The Company undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. 

The following table shows the commitments to extend credit and letters of credit at March 31, 2017 according to expiration date. 

			Expiration Date
			Less than		1-3		3-5		More than
(in thousands)	Total		1 year		years		years		5 years
Commitments to extend credit	$	6,294,528	$	2,836,701	$	1,679,376	$	895,677	$	882,774
Letters of credit		352,001		255,405		77,356		19,240		—
Total	$	6,646,529	$	3,092,106	$	1,756,732	$	914,917	$	882,774

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no material changes or developments with respect to methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016. 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and with those generally practiced within the banking industry which require management to make estimates and assumptions about future events.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, and the resulting estimates form the basis for making judgments about the carrying values of certain assets and liabilities not readily apparent from other sources.  Actual results could differ significantly from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 14 to our Consolidated Financial Statements included elsewhere in this report.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of section 27A of the SecuritiesAct of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forwardlooking statements that we may make include statements regarding balance sheet and revenue growth,the provision for loans losses, loan growth expectations, management’s predictions about charge-offs forloans, including energy-related credits, the impact of changes in oil and gas prices on our energy portfolio,and the downstream impact on businesses that support the energy sector, especially in the Gulf Coastregion, the impact of the FNBC transaction on our performance and financial condition, deposit trends,credit quality trends, net interest margin trends, future expense levels, success of revenue-generatinginitiatives, projected tax rates, future profitability, improvements in expense to revenue (efficiency) ratio,purchase accounting impacts such as accretion levels, possible repurchases of shares under stock buyback

programs, and the financial impact of regulatory requirements. Also, any statement that does not describehistorical or current facts is a forward-looking statement. These statements often include the words“believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,”“initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or futureconditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements arebased upon the current beliefs and expectations of management and on information currently available tomanagement. Our statements speak as of the date hereof, and we do not assume any obligation to updatethese statements or to update the reasons why actual results could differ from those contained in suchstatements in light of new information or future events.

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Forward-looking statements are subject to significant risks and uncertainties. Investors are cautionedagainst placing undue reliance on such statements. Actual results may differ materially from those set forthin the forward looking statements. Additional factors that could cause actual results to differ materiallyfrom those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors” inour Annual Report on Form 10-K for the year ended December 31, 2016 and in other periodic reports thatwe file with the SEC.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Our net income is materially dependent on net interest income.  The Company’s primary market risk is interest rate risk which stems from uncertainty with respect to absolute and relative levels of future market interest rates that affect our financial products and services.  In order to manage the exposures to interest rate risk, management measures the sensitivity of net interest income and cash flows under various market interest rate scenarios, establishes interest rate risk management policies and implements asset/liability management strategies designed to produce a relatively stable net interest margin under varying rate environments.

The Company measures its interest rate sensitivity primarily by running various net interest income simulations.  The Company’s balance sheet is asset sensitive over a two-year period due to a larger volume of rate sensitive assets than rate sensitive liabilities.  The model measures annual net interest income sensitivity relative to a base case scenario and incorporates assumptions regarding balance sheet growth and the mix of earning assets and funding sources as well as pricing, re-pricing and maturity characteristics of the existing and projected balance sheet.

The table below presents the results of simulations run as of March 31, 2017 for year 1 and year 2, assuming the indicated instantaneous and sustained parallel shift in the yield curve at the measurement date. The results demonstrate an increase in net interest income as rates rise and a decline should rates fall as compared to the stable rate environment assumed for the base case.

Net Interest Income (te) at Risk
	Estimated
Change in	increase (decrease)
interest rate	in net interest income (te)
(basis points)	Year 1		Year 2
(50)	(0.63)	%	(1.33)	%
+100	2.69	%	2.70	%
+200	5.36	%	5.09	%
+300	7.52	%	6.72	%

Note: Decrease in interest rates limited to 50 basis points in the current rate environment

The foregoing disclosures related to our market risk should be read in conjunction with our audited consolidated financial statements, related notes and management’s discussion and analysis for the year ended December 31, 2016 included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 4. Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2017, the Company’s disclosure controls and procedures were effective.

Our management, including the Chief Executive Officer and Chief Financial Officer, identified no change in our internal control over financial reporting that occurred during the three-month period ended March 31, 2017, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

The Company, including subsidiaries, is party to various legal proceedings arising in the ordinary course of business.  We do not believe that loss contingencies, if any, arising from pending litigation and regulatory matters will have a material adverse effect on our consolidated financial position or liquidity.

Item 1A.  Risk Factors

There were no changes to the risk factors that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016. 

The risks described may not be the only risks facing us.  Additional risks and uncertainties not currently known to us or that are currently considered to not be material also may materially adversely affect our business, financial condition, and/or operating results.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

There were no purchases made by the issuer or any affiliated purchaser of the issuer’s equity securities for the three months ended March 31, 2017.

Item 6.  Exhibits.

(a)  Exhibits:

Exhibit		Filed	Incorporated by Reference
Number	Description	Herewith	Form	Exhibit	Filing Date
2.1	Purchase Agreement by and between Whitney Bank and First NBC Bank		8-K	1.1	1/1/2017
3.1	Composite Articles of the Company		10-K	3.1	2/24/2017
3.2	Amended and Restated Bylaws		10-K	3.2	2/24/2017
10.1	First Amendment to Credit Agreement and Waiver		10-Q	10.4	5/9/2016
10.2	Form of Performance Stock Award Agreement (TSR) (approved in 2017)	X
10.3	Form of Performance Stock Award Agreement (EPS) (approved in 2017)	X
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101	XBRL Interactive Data.	X

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SIGNATURES

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

Hancock Holding Company
By:	/s/ John M. Hairston
	John M. Hairston
	President & Chief Executive Officer
	(Principal Executive Officer)
	/s/ Michael M. Achary
	Michael M. Achary
	Chief Financial Officer
	(Principal Financial Officer)
Date:	May5, 2017

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EX-10.2

Hancock Holding Company

One Hancock Plaza

Post Office Box 4019

Gulfport, Mississippi 39502

1-855-404-5465

Re:  Performance Stock Award

The Board of Directors of Hancock Holding Company (the “Company”) is pleased to inform you of your grant of a Performance Stock Award (“Award”), upon the terms and subject to the conditions of this Award Agreement and Appendix A which is attached hereto and made a part hereof by this reference. 

1.Award.  This Award grants you the opportunity to receive the number of shares of Common Stock of the Company set forth above as Performance Shares Awarded (the “Target Shares”). The number of shares actually payable to you under this Award is contingent on the results of the relative Performance Factor (as defined in Appendix A) during the Performance Period, as measured against the comparator “Peer Group” and on any Negative Discretion factor applied in the Committee’s discretion, as further explained in this Agreement and in Appendix A.  The grant date, the Performance Period and other applicable terms of your Performance Stock Award constitute a part of this Award Agreement and are set forth and described in Appendix A. 

2.Plan/Committee.  This Award is made under the Hancock Holding Company 2014 Long Term Incentive Plan (the “Plan”).  The Plan is administered by the Compensation Committee of the Board of Directors of the Company (the "Committee"), which has authority to make certain determinations as to the terms of the awards granted under the Plan. Any interpretation of this Award by the Committee and any decision made by it with respect to this Award are final and binding on all persons.

In addition to this Award Agreement and Appendix A, the Award granted to you hereunder is subject to the terms and conditions set forth in the Plan; and in the event of any conflict between the provisions of this Award Agreement, including Appendix A, and the Plan, the Plan shall control.  Your Award is also subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan has the same meaning when used in this Award Agreement.

3.Awarded Shares/Issuance of Shares.  At the end of the Performance Period, the number of the Target Shares to be awarded to you (the “Awarded Shares”) will be determined by the Committee based on the Performance Factor and in accordance with the methodology set forth in Appendix A and shall become vested.  Except to the extent you elected prior to the granting of this Award to defer all or any portion of the Awarded Shares pursuant to the provisions of the Hancock Holding Company Nonqualified Deferred Compensation Plan, the Awarded Shares shall be issued in  your name upon such vesting, but the “net” Awarded Shares shall be held in escrow during the Post Vest Holding Period, until such shares become distributable as provided in Section 8 below.  For this purpose, “net” Awarded Shares shall mean the number of Awarded Shares in which you have become vested, reduced by the number of

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such shares, if any, withheld by the Company to cover the withholding taxes as set forth in Section 5.  You will not be required to pay an issue price to the Company in exchange for the Awarded Shares.

The Committee has designated the Corporate Trust Department of Whitney Bank (the “Custodian”) to serve as custodian of the “net” Awarded Shares during the Post Vest Holding Period.  By your acceptance of this Award Agreement, you hereby appoint the Custodian as your attorney-in-fact with full power and authority to transfer, assign and convey to the Company any of the Awarded Shares forfeited during the Post Vest Holding Period as provided herein. 

4.Termination of Service.  Except as otherwise specifically provided in this Section, you must remain in the service of the Company or one of its subsidiaries either as an associate, if this Award was granted to you as an associate, or as a member of the Board of Directors, if the Award is granted to you as a director, throughout the Performance Period to vest in and be entitled to receive the shares of Common Stock under this Award. This Award shall automatically terminate in the event of your termination of employment or other service with the Company, for any reason other than (a) due to your death, Disability or normal retirement or (b) following a Change in Control as provided in 7(b) below, at any time prior to the end of the Performance Period. In the event of such termination, all Target Shares shall be forfeited and all obligations of the Company to you under this Award shall become void and of no further effect. 

In the event your employment or other service with the Company and its subsidiaries is terminated due to your Disability or normal retirement during the Performance Period, you will vest in and be entitled to a pro rata portion of the Awarded Shares as determined at the end of the Performance Period as provided in Appendix A, based on your number of full months of service during the Performance Period prior to your termination.  Said shares shall be issued to you as provided in Section 8(c) within two and one-half (2½) months following the close of the Performance Period as if you had remained employed or otherwise in the service of the Company until the end of the Performance Period, and the shares issued to you shall be subject to the withholding provisions of Section 5 hereof, if applicable. 

In the event of your death during the Performance Period, your beneficiary, or your estate if you have not designated a beneficiary, shall be entitled to a pro rata portion of the number of Target Shares awarded under this Agreement, based on your number of full months of service during the Performance Period prior to your death.  Said shares shall be issued to your beneficiary or estate in accordance with the provisions of Section 8(c) as soon as practicable following your death, but in no event more than ninety (90) days thereafter, and shall be subject to the withholding provisions of Section 5 hereof, if applicable. 

Disability for purposes of this Section shall have the same meaning as in Section 7(b) below.  Normal retirement for purposes of this Award shall mean your termination of employment or other service with the Company and each of its subsidiaries, for any reason except termination for “Cause,” after you have attained the age of sixty-five (65).  For this purpose, “Cause” shall have the same meaning as provided in Section 7(b) below.

5.Tax Withholding.  Upon the vesting of the Awarded Shares under the terms of this Award Agreement, you (or your estate or beneficiary in the event of your death) must remit to the Company an amount equal to the Company’s federal, state and local tax withholding

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obligation applicable thereto or, alternatively, instruct the Committee to withhold a portion of such shares to cover the Company’s withholding obligation.  In the event no such remittance or instruction is received prior to the date the shares vest (or such earlier date as may be set by the Committee), the Company shall automatically withhold a portion of the shares with a fair market value equal to the Company’s withholding obligation.

6.Shareholder Rights/Restrictions on Transfer.  You have no rights as a shareholder with respect to the shares of Common Stock subject to this Award during the Performance Period or at any time until your become vested in the Target Shares, or any portion thereof.  You shall not be entitled to any dividends or dividend equivalents and shall not be entitled to vote any portion of the Target Shares unless and until such time as the Target Shares, or any portion thereof become vested. 

Once you become vested in the Awarded Shares, you will become entitled to receive dividends on and to vote the Awarded Shares from and after the date on which such Awarded Shares become vested.  However, during the Post Vest Holding Period (as defined in Section 8 below) you may not encumber or sell the Awarded Shares and you may not transfer the Awarded Shares except pursuant to your will or under the laws of descent and distribution. 

7.Change in Control.  Notwithstanding any other provision of this Award Agreement, in the event of the occurrence of a Change in Control (as defined in the Plan and Prospectus) during the Performance Period and while you are employed by the Company, the following provisions shall determine the extent, if any, to which you are entitled to receive any portion of the Target Shares: 

(a)If a Change in Control occurs during the one-year period beginning on the first day of the Performance Period, this Award shall terminate, no portion of the Target Shares will be vested and awarded to you, and all obligations of the Company to you under this Award Agreement shall be void and of no further effect.

(b)If a Change in Control occurs at any other time during the Performance Period, you shall be entitled to a pro-rata portion of the Awarded Shares determined under the provisions of Appendix A based on actual performance results for the portion of the Performance Period ending on the date of the Change in Control.  Such shares will vest at the end of the Performance Period as otherwise provided herein, provided you remain in the service of the Company or its subsidiaries (or the surviving entity in such Change in Control) either as an associate or as a member of the Board of Directors, as applicable, throughout the Performance Period.  However, if within the two-year period commencing on the closing date of such Change in Control your employment is involuntarily terminated for any reason other than “Cause,” or is terminated due to your Disability, or if you terminate your employment for “Good Reason,” such shares will be issued to you as soon as feasible following your termination of employment, but in no event more than ninety (90) days after the date of your termination of employment, subject to the withholding provisions of Section 5.  For purposes of this provision, the following definitions shall apply:

(1) “Cause” shall mean (i) your commitment of an intentional act of fraud, embezzlement, or theft in the course of your employment or other engagement in any intentional misconduct or gross negligence which is materially injurious to

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Company’s business, financial condition or business reputation; (ii) your commitment of intentional damage to the property of Company or your intentional wrongful disclosure of confidential information which is materially injurious to Company’s business, financial condition or business reputation; (iii) your intentional refusal to perform the material duties of your position, without cure,  or the beginning of cure, within five (5) days of written notice from Company; (iv) commitment of a material breach of an employment agreement with the Company (if any); (v) your failure to show up at Company’s offices on a daily basis, subject to permitted vacations and absences for illness, without cure, or the beginning of cure, within five (5) days of written notice from Company; or (vi) your entry of a guilty plea or a plea of no contest with regard to any felony.  Any reference to Company in the preceding sentence includes each of its subsidiaries.

(2) “Good Reason” shall mean a reduction of more than 10% in your base salary, a transfer to a position with a pay grade more than two pay grades below your current position or a transfer to a jobsite more than 35 miles from your current jobsite.  However, none of such actions shall constitute “Good Reason” unless (i) you provide the Company notice of the existence of such condition within ninety (90) days of the initial existence thereof specifically identifying the acts or omissions constituting the grounds for Good Reason and a period of at least thirty (30) days following such notice within which to remedy such condition, and (ii) your termination occurs within the two-year period following the initial existence of such condition.

(3)   “Disability” shall mean such disability as defined in the long-term disability plan or policy maintained (or most recently maintained) for your benefit by the Company or any subsidiary of the Company.  If no such plan or policy has ever been maintained on your behalf, Disability shall be the condition as described in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. 

(4) In the event a Change in Control Employment Agreement between you and the Company is in effect at the time of the Change in Control, “Cause”, “Good Reason” and “Disability” shall have the same respective meanings as provided in such Change in Control Employment Agreement in lieu of the definitions contained herein.

Notwithstanding the preceding, in the event the surviving entity in a Change in Control does not assume the Company’s obligations under the Plan and this Agreement or convert your rights hereunder into equivalent rights to equity in the surviving entity in connection with such Change in Control, the Board of Directors of the Company may, in its discretion, provide for the “net” Awarded Shares to be issued to you within ninety (90) days of the closing date of such Change in Control whether or not your employment with the Company and its subsidiaries is terminated. 

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8.  Post Vest Holding Period/Distribution. 

(a)Except as otherwise provided in this Section, the “net” Awarded Shares in which you become vested in accordance with the provisions of this Award Agreement shall be held in escrow by the custodian as provided in Section 3 and subject to the transfer restrictions as provided in Section 6 for the two-year period beginning on the last day of the Performance Period and ending on the second anniversary thereof (the “Post Vest Holding Period”).  However, the Post Vest Holding Period shall be earlier terminated upon the occurrence of the following events:

(i)Upon your death or Disability during the Post Vest Holding Period.

(ii)Upon a Change in Control which occurs during the Post Vest Holding Period.

The “net” Awarded Shares will be released from escrow and delivered to you within the thirty (30) day period immediately following the close of the Post Vest Holding Period, or the early termination thereof, if applicable.

(b)The Post Vest Holding Period shall not apply, under the following circumstances:

(i)If the Awarded Shares vest and are issued in accordance with Section 4 due to your death, Disability or normal retirement during the Performance Period. 

(ii)If the Awarded Shares vests in connection with your termination of employment with the Company and its subsidiaries, or in the Company’s discretion based on the surviving entity’s failure to assume the obligations hereunder, following a Change in Control which occurs during the Performance Period as provided in Section 7.

(c)All shares issued to you pursuant to this Award, whether upon termination of the Post Vest Holding Period as provided in 9(a) or upon the occurrence of any of the events under  8(b) above, shall be issued in your name in a Direct Registration System (DRS) book entry.  However, you may request that all “net” Awarded Shares be issued in a certificate and forwarded to you in lieu of a DRS book entry.

9.  Clawback.  The Awarded Shares awarded hereunder are subject to the Company’s Clawback Policy and, as a result, all or any portion thereof, may be forfeited by you, if unvested, or recovered (whether or not still held in escrow), together with any gain that you may have realized thereon, by the Company if, in the opinion of the independent directors of the Company, (a) the financial statements of the Company are restated, in whole or in part, due to the intentional fraud or misconduct of the Company’s executive officers, and (b) you were engaged in such misconduct.  In addition, the Awarded Shares are also subject to any clawback policies the Company may adopt in order to conform to the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any resulting rules issued by the SEC or national securities exchanges thereunder, if applicable. 

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10.Section 409A.  Except as otherwise may be affected by the provisions of Section 4 regarding normal retirement and Disability, any amounts that may be earned pursuant to this Award Agreement are intended to be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, by reason of the short-term deferral exemption under applicable Treasury Regulations. This Award shall be administered, interpreted and construed to carry out such intention, including amending the terms of the Award and this Award Agreement without your consent if deemed necessary, and any provision hereof that cannot be so administered, interpreted and construed shall be disregarded.

With respect to shares to be issued hereunder in the event of your normal retirement or Disability, the provisions hereof regarding such issuance are intended to comply with the provisions of Section 409A and shall be administered, interpreted and construed to carry out such intention, including amending the terms of the Award and this Award Agreement without your consent if deemed necessary, and any provision hereof that cannot be so administered, interpreted and construed shall be disregarded.  In no event shall the issuance of such shares be accelerated or deferred, except as may be allowed in accordance with the provisions of Section 409A.

In no event, however, does the Company represent, warrant or guarantee that any amount that may be earned hereunder will not be includible in your gross income pursuant to Section 409A of the Code, nor does the Company make any other representation, warranty or guaranty to you as to the tax consequences of this Award.

11.Miscellaneous Provisions.  Before accepting this Award, you should review the Plan and Prospectus.  You may access copies of these documents from the link provided in this notification.  You should pay particular attention to the Plan since it sets forth other provisions which cover your Award. Also, you should note that the acceptance of your Award means that you have agreed to take any reasonable action required to meet the requirements imposed by federal and state securities and other laws, rules or regulations and by any regulatory agencies having jurisdiction and you have agreed to allow the Company to withhold from any payments made to you, or to collect as a condition of payment, any taxes required by law to be withheld because of this Award. The Prospectus contains an explanation of certain federal income tax consequences and is current as of the date of the Prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time.

This Award Agreement is required by the Plan. This Award Agreement is binding upon, and inures to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. Your rights hereunder are personal to you and may not be assigned to any other person or persons. This Award Agreement is binding on you and your beneficiaries, heirs and personal representatives.

Your electronic acceptance of this Performance Stock Award indicates your express agreement to be bound by the terms and provisions of this grant.

Again, we congratulate you on your Award. Thank you for your service to Hancock Holding Company.

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APPENDIX A

PERFORMANCE STOCK AWARD AGREEMENT

(Relative Total Shareholder Return Performance Measure)

Grant Date:January 2,  2017

Performance Period: January 1, 2017 through December 31, 2019

Relative Factors for Determining Amount Payable Pursuant to Performance Stock Award

The number of actual shares of Common Stock payable under the Performance Stock Award (the “Awarded Shares”) will be based on the results of the following relative performance factor ("Performance Factor") during the Performance Period, as measured against the comparator “Peer Group,” and as reduced, in the Committee’s sole discretion, by Negative Discretion:

Total Shareholder Return (TSR).  Total Shareholder Return means the trailing 30-trading day average stock price for the period ending December 31, 2016 compared to the trailing 30-trading day average stock price for the period ending December 31, 2019 for the Company and each company in the Peer Group, computed assuming the reinvestment of all dividends paid during the Performance Period.  The trailing 30-trading day average stock price will be determined by averaging the closing stock price for each day during the trailing 30-trading day period ending on the applicable December 31.

Peer Group.  The "Peer Group" is made up of the following:

Company	Ticker	Company	Ticker
Associated Banc-Corp	ASBC	KeyCorp.	KEY
BancorpSouth, Inc.	BXS	M&T Bank Corporation	MTB
Bank of Hawaii Corporation	BOH	MB Financial Inc.	MBFI
BankUnited, Inc.	BKU	New York Community Bancorp Inc.	NYCB
BOK Financial Corporation	BOKF	Old National Bancorp.	ONB
Capitol Federal Financial, Inc.	CFFN	People's United Financial Inc.	PBCT
CIT Group Inc.	CIT	PrivateBancorp, Inc.	PVTB
Comerica Incorporated	CMA	Prosperity Bancshares Inc.	PB
Commerce Bancshares, Inc.	CBSH	Signature Bank	SBNY
Cullen/Frost Bankers, Inc.	CFR	SVB Financial Group	SIVB
East West Bancorp, Inc.	EWBC	Synovus Financial Corporation	SNV
Federal Agricultural Mortgage Corp.	AGM	TCF Financial Corporation	TCB
First Citizens Bancshares Inc.	FCNCA	Texas Capital BancShares Inc.	TCBI
First Horizon National Corporation	FHN	TFS Financial Corp	TFSL
First Midwest Bancorp Inc.	FMBI	Trustmark Corporation	TRMK
First Republic Bank	FRC	UMB Financial Corporation	UMBF
FirstMerit Corporation	FMER	Umpqua Holdings Corporation	UMPQ
Flagstar Bancorp Inc.	FBC	Valley National Bancorp	VLY
Fulton Financial Corporation	FULT	Washington Federal Inc.	WAFD
Huntington Bancshares Incorporated	HBAN	Webster Financial Corp.	WBS
IberiaBank Corp.	IBKC	Wintrust Financial Corporation	WTFC
International Bancshares Corporation	IBOC	Zions Bancorporation	ZION
n = 44

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A Peer Group member shall be removed if it is acquired during the Performance Period.

Calculation of Performance

For the Performance Factor, the performance for the Company and the Peer Group members will be determined and then the percentile ranking of the Company shall be determined as compared to the Peer Group.  The Company's Percentile Rank will be used to determine the percentage, if any, of the Shares earned under the Performance Stock Award.

The table below shows the percentage of Shares to be issued with respect to each Performance Stock Award at various performance levels:

Average Percentile Rank vs. Peer Group	% of Shares Earned	Performance Level
< 25th	0%
25th	50%	Threshold
50th	100%	Target
> 75th	200%	Maximum

The number of performance shares earned will be interpolated on a linear basis between threshold-target and target-maximum performance.  For example, if the

· Company's relative TSR is at the 40th percentile, 80% of the shares subject to the target award will be issued

· Company’s relative TSR is at the 60th percentile, 140% of the shares subject to the target award will be issued

Determination of Award Shares/Application of Negative Discretion

The number of Awarded Shares shall be equal to the performance shares earned as determined above, as such earned shares may be reduced by the Committee, in its discretion, by Negative Discretion (as defined in the Plan).  Negative Discretion factors that may be considered by the Committee in determining the Awarded Shares include the actual shareholder experience over the Performance Period, such as, an actual negative return on an investment.

For example, if the actual TSR for the performance period was -5.0%, but based on relative performance among the Peer Group, the Company ranked at the 91st percentile, the target award would vest at 200%.  The Committee may be uncomfortable with this level of payout given the negative shareholder experience over the Performance Period.  The Committee in such a case may exercise its discretion to apply Negative Discretion to reduce the number of shares

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that vest to, for example, 150% of target to show an understanding of both executive performance (significantly better relative performance in tough economic cycles) and shareholder experience (actual negative return on investment over period).

Timing of Award Determination and Distribution

Once performance results for the Company are known and approved by the auditors, the Committee will review and approve the final performance results for the Performance Factor and determine the number of performance shares earned and the number of the Awarded Shares.  The Awarded Shares will be distributed in accordance with the timing set forth in the Performance Stock Award Agreement.

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EX-10.3

Hancock Holding Company

One Hancock Plaza

Post Office Box 4019

Gulfport, Mississippi 39502

1-855-404-5465

Re:  Performance Stock Award

The Board of Directors of Hancock Holding Company (the “Company”) is pleased to inform you of your grant of a Performance Stock Award (“Award”), upon the terms and subject to the conditions of this Award Agreement and Appendix A which is attached hereto and made a part hereof by this reference. 

1.Award.  This Award grants you the opportunity to receive the number of shares of Common Stock of the Company set forth above as Performance Shares Awarded (the “Target Shares”). The number of shares actually payable to you under this Award is contingent on the results of the Performance Factor (as defined in Appendix A) during the Performance Period, as further explained in this Agreement and in Appendix A.  The grant date, the Performance Period, the Vesting Period, and other applicable terms of your Performance Stock Award constitute a part of this Award Agreement and are set forth and described in Appendix A. 

2.Plan/Committee.  This Award is made under the Hancock Holding Company 2014 Long Term Incentive Plan (the “Plan”).  The Plan is administered by the Compensation Committee of the Board of Directors of the Company (the "Committee"), which has authority to make certain determinations as to the terms of the awards granted under the Plan. Any interpretation of this Award by the Committee and any decision made by it with respect to this Award are final and binding on all persons.

In addition to this Award Agreement and Appendix A, the Award granted to you hereunder is subject to the terms and conditions set forth in the Plan; and in the event of any conflict between the provisions of this Award Agreement, including Appendix A, and the Plan, the Plan shall control.  Your Award is also subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan has the same meaning when used in this Award Agreement.

3.Awarded Shares.  At the end of the Performance Period, the number of the Target Shares to be awarded to you (the “Awarded Shares”) will be determined by the Committee based on the Performance Factor and in accordance with the methodology set forth in Appendix A.  However, you will not become entitled to such Awarded Shares until you become vested in such shares as provided in Section 4 and such shares become distributable as provided in Section 10 below.

4.Vesting.  You will become vested in the Awarded Shares at the end of the Vesting Period set forth in Appendix A, provided you remain in the service of the Company or one of its subsidiaries either as an associate, if this Award was granted to you as an associate, or

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as a member of the Board of Directors, if the Award is granted to you as a director, throughout the Performance Period and the Vesting Period, except as otherwise specifically provided in this Section.  This Award shall automatically terminate in the event of your termination of employment or other service with the Company, for any reason other than (a) due to your death, Disability or normal retirement as provided in Section 6 below or (b) following a Change in Control as provided in Section 9(b) below, at any time prior to the end of the Performance Period or the Vesting Period.  In the event of such termination, all Target Shares and/or Awarded Shares shall be forfeited and all obligations of the Company to you under this Award shall become void and of no further effect. 

5.Issuance of Shares.  Upon the vesting of the Awarded Shares as provided in Section 4 above, except to the extent you elected prior to the granting of this Award to defer all or any portion of the Awarded Shares pursuant to the provisions of the Hancock Holding Company Nonqualified Deferred Compensation Plan, the Awarded Shares shall be issued in your name. However, the “net” Awarded Shares shall be held in escrow during the Post Vest Holding Period, until such shares become distributable as provided in Section 10 below.  For this purpose, “net” Awarded Shares shall mean the number of Awarded Shares in which you have become vested, reduced by the number of such shares, if any, withheld by the Company to cover the withholding taxes as set forth in Section 7.  You will not be required to pay an issue price to the Company in exchange for the Awarded Shares.

The Committee has designated the Corporate Trust Department of Whitney Bank (the “Custodian”) to serve as custodian of the “net” Awarded Shares during the Post Vest Holding Period.  By your acceptance of this Award Agreement, you hereby appoint the Custodian as your attorney-in-fact with full power and authority to transfer, assign and convey to the Company any of the Awarded Shares forfeited during the Post Vest Holding Period as provided herein.

6.Death/Disability/Retirement.  Notwithstanding the provisions for the vesting and issuance of Awarded Shares under Sections 4 and 5 above, in the event of the termination of your employment or other service with the Company and its subsidiaries during the Performance Period or the Vesting Period due to your death, Disability or normal retirement, the provisions of this Section shall apply with respect to your Award under this Agreement.

(a)Disability or Normal Retirement.  In the event your employment or other service with the Company and its subsidiaries is terminated due to your Disability or normal retirement you will vest in and be entitled to:

(i)If such termination occurs during the during the Performance Period, a pro rata portion of the Awarded Shares as determined at the end of the Performance Period as provided in Appendix A, based on your number of full months of service during the Performance Period prior to your termination.  Said shares shall be issued to you within two and one-half (2½) months following the close of the Performance Period as if you had remained employed or otherwise in the service of the Company until the end of the Performance Period.

(ii)In the event such termination occurs following the Performance Period but prior to the end of the Vesting Period, a pro rata portion of your Awarded Shares, as

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determined at the end of the Performance Period, based on your number of full months of service during the Vesting Period.

(b)Death.  In the event of the termination of you employment of other service with the Company and its subsidiaries due to your death during the Performance Period or the Vesting Period , your beneficiary, or your estate if you have not designated a beneficiary, will vest in and be entitled to:

(i)If your death occurs during the Performance Period, a pro rata portion of the number of Target Shares awarded under this Agreement, based on your number of full months service during the Performance Period prior to your death. 

(ii)In the event your death occurs following the Performance Period but prior to the end of the Vesting Period, a pro rata portion of your Awarded Shares, as determined at the end of the Performance Period, based on your number of full months of service during the Vesting Period.  Said shares shall be issued to your beneficiary or estate as soon as practicable following your death, but in no event more than ninety (90) days thereafter.

All distributions under this Section 6 due to your termination for death, Disability or normal retirement shall be made in accordance with the provisions of Section 10(c) and shall be subject to the withholding provisions of Section 7 hereof, if applicable. 

Disability for purposes of this Section shall have the same meaning as in Section 9(b) below.  Normal retirement for purposes of this Award shall mean your termination of employment or other service with the Company and each of its subsidiaries, for any reason except termination for “Cause,” after you have attained the age of sixty-five (65).  For this purpose, “Cause” shall have the same meaning as provided in Section 9(b) below.

7.Tax Withholding.  Upon the vesting of the Awarded Shares under the terms of this Award Agreement, you (or your estate or beneficiary in the event of your death) must remit to the Company an amount equal to the Company’s federal, state and local tax withholding obligation applicable thereto or, alternatively, instruct the Committee to withhold a portion of such shares to cover the Company’s withholding obligation.  In the event no such remittance or instruction is received prior to the date the shares vest (or such earlier date as may be set by the Committee), the Company shall automatically withhold a portion of the shares with a fair market value equal to the Company’s withholding obligation.

8.Shareholder Rights/Restrictions on Transfer.  You have no rights as a shareholder with respect to the shares of Common Stock subject to this Award during the Performance Period and/or the Vesting Period or at any time until your become vested in the Target Shares, or any portion thereof.  You shall not be entitled to any dividends or dividend equivalents and shall not be entitled to vote any portion of the Target Shares or Awarded Shares unless and until such time as the Target Shares or Awarded Shares, or any portion thereof become vested. 

Once you become vested in the Awarded Shares, you will become entitled to receive dividends on and to vote the Awarded Shares from and after the date on which such Awarded Shares become vested.  However, during the Post Vest Holding Period (as defined in Section 10

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below) you may not encumber or sell the Awarded Shares and you may not transfer the Awarded Shares except pursuant to your will or under the laws of descent and distribution. 

9.Change in Control.  Notwithstanding any other provision of this Award Agreement, in the event of the occurrence of a Change in Control (as defined in the Plan and Prospectus) during the Performance Period or Vesting Period and while you are employed by the Company, the following provisions shall determine the extent, if any, to which you are entitled to receive any portion of the Target Shares and the vesting thereof: 

(a)If a Change in Control occurs during the one-year period beginning on the first day of the Performance Period, this Award shall terminate, no portion of the Target Shares will be vested and awarded to you, and all obligations of the Company to you under this Award Agreement shall be void and of no further effect.

(b)If a Change in Control occurs at any other time during the Performance Period, you shall be entitled to a pro-rata portion of the Awarded Shares determined under the provisions of Appendix A based on actual performance results for the portion of the Performance Period ending on the date of the Change in Control.  Such shares will vest at the end of the Vesting Period as otherwise provided herein, provided you remain in the service of the Company or its subsidiaries (or the surviving entity in such Change in Control) either as an associate or as a member of the Board of Directors, as applicable, throughout the Vesting Period.  However, if within the two-year period commencing on the closing date of such Change in Control your employment is involuntarily terminated for any reason other than “Cause,” or is terminated due to your Disability, or if you terminate your employment for “Good Reason,” such shares will vest and will be issued to you as soon as feasible following your termination of employment, but in no event more than ninety (90) days after the date of your termination of employment, subject to the withholding provisions of Section 7.  For purposes of this provision, the following definitions shall apply:

(1) “Cause” shall mean (i) your commitment of an intentional act of fraud, embezzlement, or theft in the course of your employment or other engagement in any intentional misconduct or gross negligence which is materially injurious to Company’s business, financial condition or business reputation; (ii) your commitment of intentional damage to the property of Company or your intentional wrongful disclosure of confidential information which is materially injurious to Company’s business, financial condition or business reputation; (iii) your intentional refusal to perform the material duties of your position, without cure,  or the beginning of cure, within five (5) days of written notice from Company; (iv) commitment of a material breach of an employment agreement with the Company (if any); (v) your failure to show up at Company’s offices on a daily basis, subject to permitted vacations and absences for illness, without cure, or the beginning of cure, within five (5) days of written notice from Company; or (vi) your entry of a guilty plea or a plea of no contest with regard to any felony.  Any reference to Company in the preceding sentence includes each of its subsidiaries.

(2) “Good Reason” shall mean a reduction of more than 10% in your base salary, a transfer to a position with a pay grade more than two pay grades below your

{JX189961.4}

Core EPS-Section 16

current position or a transfer to a jobsite more than 35 miles from your current jobsite.  However, none of such actions shall constitute “Good Reason” unless (i) you provide the Company notice of the existence of such condition within ninety (90) days of the initial existence thereof specifically identifying the acts or omissions constituting the grounds for Good Reason and a period of at least thirty (30) days following such notice within which to remedy such condition, and (ii) your termination occurs within the two-year period following the initial existence of such condition.

(3)   “Disability” shall mean such disability as defined in the long-term disability plan or policy maintained (or most recently maintained) for your benefit by the Company or any subsidiary of the Company.  If no such plan or policy has ever been maintained on your behalf, Disability shall be the condition as described in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. 

(4) In the event a Change in Control Employment Agreement between you and the Company is in effect at the time of the Change in Control, “Cause”, “Good Reason” and “Disability” shall have the same respective meanings as provided in such Change in Control Employment Agreement in lieu of the definitions contained herein.

(c)The provisions of Section 9(b) above regarding the vesting and issuance of Awarded Shares in connection with certain terminations occurring within the two-year period commencing on the closing date of a Change in Control shall also apply with respect to a Change in Control occurring following the Performance Period but before the end of the Vesting Period. 

Notwithstanding the preceding, in the event the surviving entity in a Change in Control does not assume the Company’s obligations under the Plan and this Agreement or convert your rights hereunder into equivalent rights to equity in the surviving entity in connection with such Change in Control, the Board of Directors of the Company may, in its discretion, provide for the “net” Awarded Shares to be issued to you within ninety (90) days of the closing date of such Change in Control whether or not your employment with the Company and its subsidiaries is terminated. 

10.  Post Vest Holding Period/Distribution. 

(a)Except as otherwise provided in this Section, the “net” Awarded Shares in which you become vested in accordance with the provisions of this Award Agreement shall be held in escrow by the custodian as provided in Section 5 and subject to the transfer restrictions as provided in Section 8 for the two-year period beginning on the last day of the Vesting Period and ending on the second anniversary thereof (the “Post Vest Holding Period”).  However, the Post Vest Holding Period shall be earlier terminated upon the occurrence of the following events:

(i)Upon your death or Disability during the Post Vest Holding Period.

(ii)Upon a Change in Control which occurs during the Post Vest Holding Period.

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Core EPS-Section 16

The “net” Awarded Shares will be released from escrow and delivered to you within the thirty (30) day period immediately following the close of the Post Vest Holding Period, or the early termination thereof, if applicable.

(b)The Post Vest Holding Period shall not apply, under the following circumstances:

(i)If the Awarded Shares vest and are issued in accordance with Section 6 due to your death, Disability or normal retirement during the Performance Period or the Vesting Period. 

(ii)If the Awarded Shares vests in connection with your termination of employment with the Company and its subsidiaries, or in the Company’s discretion based on the surviving entity’s failure to assume the obligations hereunder, following a Change in Control which occurs during the Performance Period or Vesting Period as provided in Section 9.

(c)All shares issued to you pursuant to this Award, whether upon termination of the Post Vest Holding Period as provided in 10(a) or upon the occurrence of any of the events under  10(b) above, shall be issued in your name in a Direct Registration System (DRS) book entry.  However, you may request that all “net” Awarded Shares be issued in a certificate and forwarded to you in lieu of a DRS book entry.

11.  Clawback.  The Awarded Shares awarded hereunder are subject to the Company’s Clawback Policy and, as a result, all or any portion thereof, may be forfeited by you, if unvested, or recovered (whether or not still held in escrow), together with any gain that you may have realized thereon, by the Company if, in the opinion of the independent directors of the Company, (a) the financial statements of the Company are restated, in whole or in part, due to the intentional fraud or misconduct of the Company’s executive officers, and (b) you were engaged in such misconduct.  In addition, the Awarded Shares are also subject to any clawback policies the Company may adopt in order to conform to the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any resulting rules issued by the SEC or national securities exchanges thereunder, if applicable. 

12.Section 409A.  Except as otherwise may be affected by the provisions of Section 6 regarding normal retirement and Disability, any amounts that may be earned pursuant to this Award Agreement are intended to be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, by reason of the short-term deferral exemption under applicable Treasury Regulations. This Award shall be administered, interpreted and construed to carry out such intention, including amending the terms of the Award and this Award Agreement without your consent if deemed necessary, and any provision hereof that cannot be so administered, interpreted and construed shall be disregarded.

With respect to shares to be issued hereunder in the event of your normal retirement or Disability, the provisions hereof regarding such issuance are intended to comply with the provisions of Section 409A and shall be administered, interpreted and construed to carry out such intention, including amending the terms of the Award and this Award Agreement without your consent if deemed necessary, and any provision hereof that cannot be so administered, interpreted and construed shall be disregarded.  In no event shall the issuance of such shares be

{JX189961.4}

Core EPS-Section 16

accelerated or deferred, except as may be allowed in accordance with the provisions of Section 409A.

In no event, however, does the Company represent, warrant or guarantee that any amount that may be earned hereunder will not be includible in your gross income pursuant to Section 409A of the Code, nor does the Company make any other representation, warranty or guaranty to you as to the tax consequences of this Award.

13.Miscellaneous Provisions.  Before accepting this Award, you should review the Plan and Prospectus.  You may access copies of these documents from the link provided in this notification.  You should pay particular attention to the Plan since it sets forth other provisions which cover your Award. Also, you should note that the acceptance of your Award means that you have agreed to take any reasonable action required to meet the requirements imposed by federal and state securities and other laws, rules or regulations and by any regulatory agencies having jurisdiction and you have agreed to allow the Company to withhold from any payments made to you, or to collect as a condition of payment, any taxes required by law to be withheld because of this Award. The Prospectus contains an explanation of certain federal income tax consequences and is current as of the date of the Prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time.

This Award Agreement is required by the Plan. This Award Agreement is binding upon, and inures to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. Your rights hereunder are personal to you and may not be assigned to any other person or persons. This Award Agreement is binding on you and your beneficiaries, heirs and personal representatives.

Your electronic acceptance of this Performance Stock Award indicates your express agreement to be bound by the terms and provisions of this grant.

Again, we congratulate you on your Award. Thank you for your service to Hancock Holding Company.

{JX189961.4}

Core EPS-Section 16

APPENDIX A

PERFORMANCE STOCK AWARD AGREEMENT

(Collective Core Earnings Per Share Performance Measure)

Grant Date:January 2, 2017

Performance Period: January 1, 2017 through December 31, 2018

Vesting Period: January 1, 2017 through December 31, 2019

Factors for Determining Amount Payable Pursuant to Performance Stock Award

The number of actual shares of Common Stock payable under the Performance Stock Award (the “Awarded Shares”) will be based on the results of the following performance factor ("Performance Factor") during the Performance Period and determined as of the last day of the Performance Period, as measured against the targeted goal:

Collective Core Earnings Per Share (Core EPS). The total of the Core EPS for each of the calendar years in the Performance Period. Core EPS means the Company’s earnings excluding the impact of any purchase accounting adjustments as well as any non-operating costs.

		Performance Factor
Category	Weight	Threshold 80%	Target 100%	Maximum 120%
Collective Core EPS	100.00%

Calculation of Performance

For the Performance Factor, the performance for the Company will be determined as of the last day of the Performance Period and then the % of target achieved by the Company shall be determined.  The Company's % of target achieved will be used to determine the percentage, if any, of the shares of Common Stock earned under the Performance Stock Award.

The table below shows the percentage of shares of Common Stock to be issued with respect to each Performance Stock Award at various performance levels:

% of Target Achieved	% of Shares Earned	Performance Level
<80%	0%
80%	50%	Threshold
100%	100%	Target
> 120%	200%	Maximum

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Core EPS-Section 16

The number of performance shares earned will be interpolated on a linear basis between threshold-target and target-maximum performance.  For example,

· If the Company's Collective Core EPS is at the 90th percentile, 75% of the shares subject to the target award will be issued

· If the Company’s Collective Core EPS is at the 110th percentile, 150% of the shares subject to the target award will be issued

Timing of Award Determination and Distribution

Once performance results for the Company are known and approved by the auditors, the Committee will review and approve the final performance results for the Performance Factor and determine the number of performance shares earned and the number of the Awarded Shares.  The Awarded Shares will vest and will be distributed in accordance with the timing set forth in the Performance Stock Award Agreement.

{JX189961.4}

Core EPS-Section 16

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, John M. Hairston, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 5, 2017
By:	/s/ John M. Hairston
	John M. Hairston
	President & Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Michael M. Achary, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 5,  2017
By:	/s/ Michael M. Achary
	Michael M. Achary
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Hairston, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John M. Hairston
Name:	John M. Hairston
Title:	President & Chief Executive Officer
	(Principal Executive Officer)
Date:	May 5, 2017

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael M. Achary, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael M. Achary
Name:	Michael M. Achary
Title:	Chief Financial Officer
	(Principal Financial Officer)
Date:	May 5, 2017

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 01, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	HANCOCK HOLDING CO
Entity Filer Category	Large Accelerated Filer
Entity Central Index Key	0000750577
Trading Symbol	hbhc
Amendment Flag	false
Document Type	10-Q
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		84,519,088

XML

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Assets:
Cash and due from banks	$ 333,314	$ 372,689
Interest-bearing bank deposits	50,452	77,235
Federal funds sold	821	942
Securities available for sale, at fair value (amortized cost of $2,541,535 and $2,562,000)	2,498,761	2,516,908
Securities held to maturity (fair value of $2,477,420 and $2,470,117)	2,502,512	2,500,220
Loans held for sale	20,883	34,064
Loans	18,204,868	16,752,151
Less: allowance for loan losses	(213,550)	(229,418)
Loans, net	17,991,318	16,522,733
Property and equipment, net of accumulated depreciation of $236,166 and $231,127	374,112	361,612
Prepaid expenses	22,033	18,038
Other real estate, net	17,068	18,884
Accrued interest receivable	70,975	65,887
Goodwill	716,761	621,193
Other intangible assets, net	86,952	87,757
Life insurance contracts	484,042	480,406
FDIC loss share receivable	13,320	16,219
Deferred tax asset, net	96,078	104,435
Other assets	205,624	176,080
Total assets	25,485,026	23,975,302
Deposits:
Noninterest-bearing	7,722,279	7,658,203
Interest-bearing	12,199,741	11,766,063
Total deposits	19,922,020	19,424,266
Short-term borrowings	2,121,932	1,225,406
Long-term debt	525,082	436,280
Accrued interest payable	10,476	9,574
Other liabilities	141,894	160,008
Total liabilities	22,721,404	21,255,534
Stockholders' equity:
Common Stock	291,358	291,358
Capital surplus	1,711,823	1,698,253
Retained earnings	878,953	850,689
Accumulated other comprehensive loss, net	(118,512)	(120,532)
Total stockholders' equity	2,763,622	2,719,768
Total liabilities and stockholders' equity	$ 25,485,026	$ 23,975,302
Common shares authorized (par value of 3.33 per share)	350,000	350,000
Common shares issued	87,495	87,495
Common shares outstanding	84,517	84,235

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Consolidated Balance Sheets [Abstract]
Securities available for sale, amortized cost	$ 2,541,535	$ 2,562,000
Securities held to maturity, fair value	2,477,420	2,470,117
Property and equipment, accumulated depreciation	$ 236,166	$ 231,127
Common stock, par value per share	$ 3.33	$ 3.33

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Interest income:
Loans, including fees	$ 172,781	$ 154,113
Loans held for sale	217	159
Securities-taxable	23,367	23,957
Securities-tax exempt	5,407	1,802
Short-term investments	743	610
Total interest income	202,515	180,641
Interest expense:
Deposits	12,819	11,733
Short-term borrowings	2,941	993
Long-term debt	5,064	5,079
Total interest expense	20,824	17,805
Net interest income	181,691	162,836
Provision for loan losses	15,991	60,036
Net interest income after provision for loan losses	165,700	102,800
Noninterest income:
Service charges on deposit accounts	19,206	18,383
Trust fees	11,211	11,224
Bank card and ATM fees	12,468	11,348
Investment and annuity fees	4,599	4,933
Secondary mortgage market operations	3,567	2,912
Insurance commissions and fees	665	1,307
Amortization of loss share receivable	(1,100)	(1,613)
Other income	12,875	9,346
Securities transactions		346
Total noninterest income	63,491	58,186
Noninterest expense:
Compensation expense	73,099	73,001
Employee benefits	16,020	15,714
Personnel expense	89,119	88,715
Net occupancy expense	10,757	10,356
Equipment expense	3,714	3,774
Data processing expense	15,397	14,207
Professional services expense	11,276	7,621
Amortization of intangibles	4,705	5,124
Telecommunications and postage	3,467	3,361
Deposit insurance and regulatory fees	6,490	5,397
Other real estate expense, net	(13)	768
Other expense	18,630	16,709
Total noninterest expense	163,542	156,032
Income before income taxes	65,649	4,954
Income taxes	16,635	1,115
Net income	$ 49,014	$ 3,839
Earnings per common share-basic	$ 0.57	$ 0.05
Earnings per common share-diluted	0.57	0.05
Dividends paid per share	$ 0.24	$ 0.24
Weighted average shares outstanding-basic	84,365	77,501
Weighted average shares outstanding-diluted	84,624	77,672

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 49,014	$ 3,839
Other comprehensive income:
Net change in unrealized gain on securities available for sale and hedges	1,184	28,972
Reclassification of net losses realized and included in earnings	1,387	1,091
Amortization of unrealized net gain on securities transferred to held to maturity	650	798
Other comprehensive income before income taxes	3,221	30,861
Income tax expense	1,201	11,332
Other comprehensive income net of income taxes	2,020	19,529
Comprehensive income	$ 51,034	$ 23,368

XML

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Capital Surplus [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss), Net [Member]	Total
Balance at Dec. 31, 2015	$ 291,346	$ 1,424,448	$ 777,944	$ (80,595)	$ 2,413,143
Balance, Shares issued at Dec. 31, 2015	87,491
Net income			3,839		3,839
Other comprehensive income				19,529	19,529
Comprehensive income			3,839	19,529	23,368
Cash dividends declared ($0.24 per common share)			(19,131)		(19,131)
Common stock activity, long-term incentive plan		3,660			3,660
Balance at Mar. 31, 2016	$ 291,346	1,428,108	762,652	(61,066)	2,421,040
Balance, Shares Issued at Mar. 31, 2016	87,491
Balance at Dec. 31, 2016	$ 291,358	1,698,253	850,689	(120,532)	$ 2,719,768
Balance, Shares issued at Dec. 31, 2016	87,495				87,495,000
Net income			49,014		$ 49,014
Other comprehensive income				2,020	2,020
Comprehensive income			49,014	2,020	51,034
Cash dividends declared ($0.24 per common share)			(20,793)		(20,793)
Common stock activity, long-term incentive plan		12,815	43		12,858
Issuance of stock from dividend reinvestment and stock purchase plan		755			755
Balance at Mar. 31, 2017	$ 291,358	$ 1,711,823	$ 878,953	$ (118,512)	$ 2,763,622
Balance, Shares Issued at Mar. 31, 2017	87,495				87,495,000

XML

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Retained Earnings [Member]
Cash dividends declared, per common share	$ 0.24	$ 0.24

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 49,014	$ 3,839
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,915	7,199
Provision for loan losses	15,991	60,036
(Gain) loss on other real estate owned	(54)	416
Deferred tax expense (benefit)	7,156	(8,041)
Increase in cash surrender value of life insurance contracts	(3,636)	(1,208)
Loss (gain) on disposal of other assets	229	(2,111)
Net decrease (increase) in loans held for sale	13,966	(3,308)
Net amortization of securities premium/discount	7,323	5,799
Amortization of intangible assets	4,705	5,124
Amortization of FDIC loss share receivable	1,100	1,613
Stock-based compensation expense	4,209	4,050
Decrease in interest payable and other liabilities	(33,323)	(8,438)
Net payments to FDIC for loss share claims	(1,131)	(302)
Decrease in FDIC loss share receivable	902	557
Decrease in other assets	21,362	27,488
Other, net	1,600	143
Net cash provided by operating activities	96,328	92,856
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale		47,774
Proceeds from maturities of securities available for sale	81,116	86,966
Purchases of securities available for sale	(60,484)	(167,419)
Proceeds from maturities of securities held to maturity	92,684	86,632
Purchases of securities held to maturity	(87,847)	(236,117)
Net decrease in short-term investments	9,428	414,004
Net increase in loans	(273,466)	(289,324)
Purchases of property and equipment	(7,329)	(1,550)
Proceeds from sales of property and equipment	17
Proceeds from sales of other real estate	3,099	4,316
Cash paid for acquisition, net of cash received	(322,708)
Other, net	(39,588)	3,567
Net cash used in investing activities	(605,078)	(51,151)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	99,583	307,254
Net increase (decrease) in short-term borrowings	385,777	(322,857)
Repayments of long-term debt	(4,475)	(19,551)
Issuance of long-term debt	41	66
Dividends paid	(20,793)	(19,131)
Cash paid for taxes with forfeited shares of stock	(163)	(127)
Proceeds from exercise of stock options	8,650
Proceeds from dividend reinvestment and stock purchase plan	755
Other, net		(134)
Net cash provided (used in) by financing activities	469,375	(54,480)
NET DECREASE IN CASH AND DUE FROM BANKS	(39,375)	(12,775)
CASH AND DUE FROM BANKS, BEGINNING	372,689	303,874
CASH AND DUE FROM BANKS, ENDING	333,314	291,099
SUPPLEMENTAL INFORMATION FOR NON-CASH INVESTING AND FINANCING ACTIVITIES
Assets acquired in settlement of loans	$ 1,031	$ 1,662

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Basis of Presentation

3 Months Ended

Mar. 31, 2017

Basis of Presentation [Abstract]

Basis of Presentation

1.  Basis of Presentation

The consolidated financial statements include the accounts of Hancock Holding Company and all other entities in which it has a controlling interest (the “Company”). The financial statements include all adjustments that are, in the opinion of management, necessary to present fairly the Company’s financial condition, results of operations, changes in stockholders’ equity and cash flows for the interim periods presented.  The Company has also evaluated all subsequent events for potential recognition and disclosure through the filing of this Form 10-Q.  Some financial information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  Financial information reported in these financial statements is not necessarily indicative of the Company’s financial condition, results of operations, or cash flows for any other interim or annual period.

Certain prior period amounts have been reclassified to conform to the current period presentation.  The presentation of loan disclosures has been modified from prior filings as discussed in Note 4 – Loans and Allowance for Loan Losses.  Select Stockholders’ Equity line items in the Consolidated Balance Sheets and Statements of Changes in Stockholders’ Equity have been modified to simplify the presentation as discussed in Note 7 – Stockholders’ Equity.  Presentation of derivatives contracts cleared through a central clearing counterparty has been revised prospectively to reflect netting of variation margin as settlements to the derivative assets and liabilities rather than collateral, effective January 3, 2017, as discussed in Note 6 – Derivatives.  These changes in presentation did not have a material impact on the Company’s financial condition or operating results.

Use of Estimates

The accounting principles the Company follows and the methods for applying these principles conform with GAAP and with general practices followed by the banking industry.   These accounting principles require management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and the accompanying notes.  Actual results could differ from those estimates.

Critical Accounting Policies and Estimates

There were no material changes or developments with respect to methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016.

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Acquisition

3 Months Ended

Mar. 31, 2017

Acquisition [Abstract]

Acquisition

2.  Acquisition

On March 10, 2017, the Company, through its banking subsidiary, Whitney Bank (“Whitney”), completed the acquisition of certain assets and liabilities, including nine branches, from First NBC Bank (“FNBC”).  This in-market transaction strengthens our position in the Greater New Orleans area.  Whitney paid approximately $323 million in cash consideration ($326 million cash paid net of $3 million in branch cash acquired), including a $41.6 million transaction premium for the earnings stream acquired. 

The transaction was accounted for as a business combination and therefore, assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date. 

The following table provides the assets purchased and liabilities assumed.

Fair value of net assets acquired at date of acquisition -  March 10, 2017

(in thousands)
ASSETS
Cash and due from banks	$	2,856
Total loans		1,211,523
Property and equipment		12,332
Accrued interest receivable		2,969
Identifiable intangible assets		3,900
Other assets		63
Total identifiable assets	$	1,233,643
LIABILITIES
Deposits	$	398,171
Short-term borrowings		510,749
Long-term debt		93,120
Other liabilities		1,607
Total liabilities	$	1,003,647
Net identifiable assets acquired		229,996
Goodwill		95,568
Net assets acquired	$	325,564

The loans were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan losses.  The acquired loans were considered to be performing (“purchased credit performing”) based on such factors as past due status, nonaccrual status and are accounted for under Accounting Standards Codification (“ASC”) 310-20.  The difference at the acquisition date between the fair value and the contractual amounts due (the “fair value discount”) of $52.7million will be accreted into income over the estimated lives of the loan pools established in the valuation.

The Company assumed approximately $604 million borrowings in the acquisition, consisting of both short-term and long-term Federal Home Loan Bank (“FHLB”) borrowings. The short-term borrowings consist of $460 million in variable-rate term notes; $200 million matures in 2025 and $260 million matures in 2026.  These notes re-price quarterly and may be re-paid at the Company’s option, either in whole or in-part, on any quarterly re-pricing date.  Also included in short-term borrowings are $51 million in fixed-rate term notes that mature in 2017.  The long-term borrowings include $93.1 million in fixed-rate term notes: $88 million that mature in 2018,  $3.2 million that mature in 2019, and $1.9 million that mature in 2023.  

Identifiable intangible assets consist of core deposit intangibles totaling $3.9 million that will be amortized using sum of years’ digits over the asset’s life of eight years.  Goodwill totaling $95.6 million represents the excess of the consideration paid over the fair value of the net assets acquired and is expected to be deductible for federal income tax purposes.  There were no other changes to goodwill during the reporting period.

The operating results of the Company for the three months ended March 31, 2017 include the results from the operations acquired in the FNBC transaction since March 10, 2017.  FNBC’s operations contributed approximately $5.1 million in revenue, net of interest expense, and an estimated $2.9 million in net income for the period from the acquisition date, excluding the impact of merger related expense noted below.

Merger-related charges of $6.5 million associated with the FNBC acquisition are included in noninterest expense for 2017.  These expenses were primarily for professional fees, totaling $4.6 million, and $1.5 million in costs related to branch and office consolidations, in addition to marketing and promotion expenses, and retention and severance costs.  The Company expects to incur additional merger-related expense in the second quarter of 2017 with branch consolidation and operations conversion.

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Securities

3 Months Ended

Mar. 31, 2017

Securities [Abstract]

Securities

3.  Securities

The amortized cost and estimated fair value of securities classified as available for sale and held to maturity follow.

Securities Available for Sale
(in thousands)	March 31, 2017								December 31, 2016
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
US Treasury and government agency securities	$	76,049	$	—	$	1,553	$	74,496	$	56,751	$	—	$	1,923	$	54,828
Municipal obligations		251,416		157		10,537		241,036		253,228		113		11,186		242,155
Residential mortgage-backed securities		1,568,001		10,377		18,961		1,559,417		1,620,191		10,592		19,428		1,611,355
Commercial mortgage-backed securities		450,197		211		22,360		428,048		425,750		—		23,159		402,591
Collateralized mortgage obligations		192,372		491		599		192,264		202,580		490		591		202,479
Corporate debt securities		3,500		—		—		3,500		3,500		—		—		3,500
	$	2,541,535	$	11,236	$	54,010	$	2,498,761	$	2,562,000	$	11,195	$	56,287	$	2,516,908

Securities Held to Maturity
(in thousands)	March 31, 2017								December 31, 2016
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
US Treasury and government agency securities	$	50,000	$	—	$	55	$	49,945	$	50,000	$	—	$	44	$	49,956
Municipal obligations		734,075		3,345		17,604		719,816		648,093		2,147		20,175		630,065
Residential mortgage-backed securities		830,522		3,481		1,980		832,023		862,162		4,329		3,068		863,423
Commercial mortgage-backed securities		75,722		—		4,348		71,374		75,739		—		4,038		71,701
Collateralized mortgage obligations		812,193		1,588		9,519		804,262		864,226		1,420		10,674		854,972
	$	2,502,512	$	8,414	$	33,506	$	2,477,420	$	2,500,220	$	7,896	$	37,999	$	2,470,117

The following table presents the amortized cost and estimated fair value of debt securities at March 31, 2017 by contractual maturity.  Actual maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties and scheduled and unscheduled principal payments on mortgage-backed securities and collateralized mortgage obligations.

(in thousands)	Amortized		Fair
Debt Securities Available for Sale	Cost		Value
Due in one year or less	$	4,711	$	4,735
Due after one year through five years		40,658		41,205
Due after five years through ten years		1,025,204		999,011
Due after ten years		1,470,962		1,453,810
Total available for sale debt securities	$	2,541,535	$	2,498,761
	Amortized		Fair
Debt Securities Held to Maturity	Cost		Value
Due in one year or less	$	10,520	$	10,624
Due after one year through five years		124,250		125,558
Due after five years through ten years		838,244		817,979
Due after ten years		1,529,498		1,523,259
Total held to maturity securities	$	2,502,512	$	2,477,420

The Company held no securities classified as trading at March 31, 2017 or December 31, 2016.

The details for securities classified as available for sale with unrealized losses for the periods indicated follow.

Available for Sale
March 31, 2017	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	74,460		1,553	$	—	$	—	$	74,460	$	1,553
Municipal obligations		228,433		10,537		—		—		228,433		10,537
Residential mortgage-backed securities		1,051,706		18,885		3,110		76		1,054,816		18,961
Commercial mortgage-backed securities		403,123		22,360		—		—		403,123		22,360
Collateralized mortgage obligations		78,217		599		—		—		78,217		599
	$	1,835,939	$	53,934	$	3,110	$	76	$	1,839,049	$	54,010

Available for Sale
December 31, 2016	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	54,788	$	1,923	$	—	$	—	$	54,788	$	1,923
Municipal obligations		228,588		11,186		—		—		228,588		11,186
Residential mortgage-backed securities		1,087,644		19,359		3,738		69		1,091,382		19,428
Commercial mortgage-backed securities		402,591		23,159		—		—		402,591		23,159
Collateralized mortgage obligations		83,701		591		—		—		83,701		591
	$	1,857,312	$	56,218	$	3,738	$	69	$	1,861,050	$	56,287

The details for securities classified as held to maturity with unrealized losses for the periods indicated follow.

Held to maturity
March 31, 2017	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	49,946	$	55	$	—	$	—	$	49,946	$	55
Municipal obligations		454,266		17,331		7,269		273		461,535		17,604
Residential mortgage-backed securities		279,443		1,980		—		—		279,443		1,980
Commercial mortgage-backed securities		71,373		4,348		—		—		71,373		4,348
Collateralized mortgage obligations		506,593		6,343		104,011		3,176		610,604		9,519
	$	1,361,621	$	30,057	$	111,280	$	3,449	$	1,472,901	$	33,506

Held to maturity
December 31, 2016	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
U.S. Treasury and government agency securities	$	49,956	$	44	$	—	$	—	$	49,956	$	44
Municipal obligations		494,470		19,706		11,750		469		506,220		20,175
Residential mortgage-backed securities		278,369		3,068		—		—		278,369		3,068
Commercial mortgage-backed securities		71,701		4,038		—		—		71,701		4,038
Collateralized mortgage obligations		618,739		7,296		115,375		3,378		734,114		10,674
	$	1,513,235	$	34,152	$	127,125	$	3,847	$	1,640,360	$	37,999

The unrealized losses primarily relate to changes in market rates on fixed-rate debt securities since the respective purchase dates.  In all cases, the indicated impairment on these debt securities would be recovered no later than the security’s maturity date or possibly earlier if the market price for the security increases with a reduction in the yield required by the market.  None of the unrealized losses relate to the marketability of the securities or the issuer’s ability to meet contractual obligations.  The Company believes it has adequate liquidity and, therefore, does not plan to and, more likely than not, will not be required to sell these securities before recovery of the indicated impairment.  Accordingly, the unrealized losses on these securities have been determined to be temporary.

There were no sales of securities for the three months ended March 31, 2017. Proceeds from the sales of securities were approximately $47.8million with a gross gain of $0.3 million for the three months ended March 31, 2016, respectively. 

Securities with carrying values totaling $4.0 billion at March 31, 2017and $3.8 billion at December 31, 2016 were pledged as collateral primarily to secure public deposits or securities sold under agreements to repurchase.

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Loans and Allowance for Loan Losses

3 Months Ended

Mar. 31, 2017

Loans and Allowance for Loan Losses [Abstract]

Loans and Allowance for Loan Losses

4.  Loans and Allowance for Loan Losses

The presentation of loan disclosures has been modified from prior filings to eliminate segmentation of Acquired (2011 Whitney Holding Corporation transaction) and FDIC Acquired (2009 Peoples First Community Bank transaction) due to the significantly reduced size of these portfolios.  The revised presentation reflects purchased credit impaired (“PCI”) loan information in select tables.  PCI loans include the total FDIC Acquired portfolio and the portion of the Acquired portfolio deemed credit impaired at acquisition. In addition, the revised presentation includes further segmentation of the commercial real estate portfolio between owner occupied and income producing loans due to the significant differences in risk characteristics of these loans and to conform more closely to regulatory concentration segments and general industry practices.  All prior period information has been reclassified to conform to the current period presentation.  

The Company generally makes loans in its market areas of south Mississippi, southern and central Alabama, south Louisiana, the Houston, Texas areas and the northern, central and panhandle regions of Florida. Loans, net of unearned income, by portfolio are presented in the table below.

	March 31,		December 31,
(in thousands)	2017		2016
Commercial non-real estate	$	8,074,287	$	7,613,917
Commercial real estate - owner occupied		2,047,451		1,906,821
Total commercial & industrial		10,121,738		9,520,738
Commercial real estate - income producing		2,505,104		2,013,890
Construction and land development		1,252,667		1,010,879
Residential mortgages		2,266,263		2,146,713
Consumer		2,059,096		2,059,931
Total loans	$	18,204,868	$	16,752,151

The following briefly describes the composition of each loan category.

Commercial and industrial

Commercial and industrial loans are made available to businesses for working capital (including financing of inventory and receivables), business expansion, to facilitate the acquisition of a business, and the purchase of equipment and machinery, including equipment leasing. These loans are primarily made based on the identified cash flows of the borrower and, when secured, have the added strength of the underlying collateral.

Commercial non-real estate loans may be secured by the assets being financed or other business assets such as accounts receivable, inventory, ownership or commodity interests, and may incorporate a personal or corporate guarantee; however, some short-term loans may be made on an unsecured basis, including a small portfolio of corporate credit cards, generally issued as a part of overall customer relationships.

Commercial real estate – owner occupied loans consist of commercial mortgages on properties where repayment is generally dependent on the cash flow from the ongoing operations and activities of the borrower.  Like commercial non-real estate, these loans are primarily made based on the identified cash flows of the borrower, but also have the added strength of the value of underlying real estate collateral.  

Commercial real estate – income producing

Commercial real estate – income producing loans consist of loans secured by commercial mortgages on properties where the loan is made to real estate developers or investors and repayment is dependent on the sale, refinance, or income generated from the operation of the property.  Properties financed include retail, office, multifamily, senior housing, hotel/motel, skilled nursing facilities and other commercial properties. 

Construction and land development

Construction and land development loans are made to facilitate the acquisition, development, improvement and construction of both commercial and residential-purpose properties.  Such loans are made to builders and investors where repayment is expected to be made from the sale, refinance or operation of the property or to businesses to be used in their business operations.  This portfolio also includes a small amount of residential construction loans and loans secured by raw land not yet under development.   

Residential Mortgages

Residential mortgages consist of closed-end loans secured by first liens on 1- 4 family residential properties. The portfolio includes both fixed and adjustable rate loans, although most longer-term, fixed-rate loans originated are sold in the secondary mortgage market.  

Consumer

Consumer loans include second lien mortgage home loans, home equity lines of credit and nonresidential consumer purpose loans. Nonresidential consumer loans include both direct and indirect loans.   Direct nonresidential consumer loans are made to finance the purchase of personal property, including automobiles, recreational vehicles and boats, and for other personal purposes (secured and unsecured), and deposit account secured loans. Indirect nonresidential loans include automobile financing provided to the consumer through an agreement with automobile dealerships.  Consumer loans also include a small portfolio of credit card receivables issued on the basis of applications received through referrals from the Bank’s branches, online and other marketing efforts.    

Allowance for Loan Losses

The following schedule shows activity in the allowance for loan losses by portfolio class for the three months ended March 31, 2017 and 2016, as well as the corresponding recorded investment in loans at the end of each period.

			Commercial				Commercial
	Commercial		real estate-		Total		real estate-		Construction
		non-real	owner		commercial &		income		and land		Residential
(in thousands)	estate		occupied		industrial		producing		development		mortgages		Consumer		Total
	Three months ended March 31, 2017
Allowance for loan  losses:
Beginning balance	$	147,052	$	11,083	$	158,135	$	13,509	$	6,271	$	25,361	$	26,142	$	229,418
Purchased credit impaired activity:
Charge-offs		—		—		—		—		(54)		(59)		(139)		(252)
Recoveries		2		75		77		—		23		5		29		134
Net provision for loan losses		(46)		(182)		(228)		(40)		(92)		(7)		(39)		(406)
Decrease in FDIC loss share receivable		(31)		—		(31)		—		—		(1,696)		(103)		(1,830)
Non-purchased credit impaired activity:
Charge-offs		(24,791)		(29)		(24,820)		(7)		(37)		(289)		(8,539)		(33,692)
Recoveries		936		200		1,136		375		448		108		1,714		3,781
Net provision for loan losses		8,147		375		8,522		(226)		161		383		7,557		16,397
Ending balance	$	131,269	$	11,522	$	142,791	$	13,611	$	6,720	$	23,806	$	26,622	$	213,550
Ending balance:
Allowance:
Individually evaluated for impairment	$	15,017	$	76	$	15,093	$	1,114	$	1	$	94	$	199	$	16,501
Amounts related to purchased credit impaired loans		411		787		1,198		213		283		13,286		1,019		15,999
Collectively evaluated for impairment		115,841		10,659		126,500		12,284		6,436		10,426		25,404		181,050
Total allowance	$	131,269	$	11,522	$	142,791	$	13,611	$	6,720	$	23,806	$	26,622	$	213,550
Loans:
Individually evaluated for impairment	$	231,988	$	3,894	$	235,882	$	13,599	$	1,592	$	3,236	$	2,149	$	256,458
Purchased credit impaired loans		6,693		12,468		19,161		7,669		4,326		138,260		9,951		179,367
Collectively evaluated for impairment		7,835,606		2,031,089		9,866,695		2,483,836		1,246,749		2,124,767		2,046,996		17,769,043
Total loans	$	8,074,287	$	2,047,451	$	10,121,738	$	2,505,104	$	1,252,667	$	2,266,263	$	2,059,096	$	18,204,868

			Commercial				Commercial
	Commercial		real estate-		Total		real estate-		Construction
	non-real		owner		commercial &		income		and land		Residential
(in thousands)	estate		occupied		industrial		producing		development		mortgages		Consumer		Total
	Three months ended March 31, 2016
Allowance for loan  losses:
Beginning balance	$	109,428	$	9,858	$	119,286	$	6,041	$	5,642	$	25,353	$	24,857	$	181,179
Purchased credit impaired activity:
Charge-offs		—		(28)		(28)		(1)		(18)		—		—		(47)
Recoveries		3		35		38		1		35		1		39		114
Net provision for loan losses		7		(194)		(187)		(109)		(151)		1,130		(1,179)		(496)
Decrease in FDIC loss share receivable		(17)		—		(17)		—		—		(2,153)		(19)		(2,189)
Non-purchased credit impaired activity:
Charge-offs		(17,667)		(783)		(18,450)		(115)		(110)		(175)		(5,843)		(24,693)
Recoveries		809		41		850		144		605		301		1,494		3,394
Net provision for loan losses		52,096		5,667		57,763		1,632		(1,627)		235		2,529		60,532
Ending balance	$	144,659	$	14,596	$	159,255	$	7,593	$	4,376	$	24,692	$	21,878	$	217,794
Ending balance:
Allowance:
Individually evaluated for impairment	$	26,502	$	67	$	26,569	$	1,272	$	185	$	125	$	16	$	28,167
Amounts related to purchased credit impaired loans		439		906		1,345		605		523		16,641		1,388		20,502
Collectively evaluated for impairment		117,718		13,623		131,341		5,716		3,668		7,926		20,474		169,125
Total allowance	$	144,659	$	14,596	$	159,255	$	7,593	$	4,376	$	24,692	$	21,878	$	217,794
Loans:
Individually evaluated for impairment	$	201,029	$	6,018	$	207,047	$	8,681	$	14,072	$	883	$	58	$	230,741
Purchased credit impaired loans		12,659		15,864		28,523		11,185		8,930		161,078		12,177		221,893
Collectively evaluated for impairment		6,931,718		1,901,465		8,833,183		1,732,879		1,072,412		1,839,006		2,048,010		15,525,490
Total loans	$	7,145,406	$	1,923,347	$	9,068,753	$	1,752,745	$	1,095,414	$	2,000,967	$	2,060,245	$	15,978,124

Impaired Loans

The following table shows the composition of nonaccrual loans by portfolio class.  Purchased credit impaired loans accounted for in pools with an accretable yield are considered to be performing and are excluded from the table. 

	March 31,		December 31,
(in thousands)	2017		2016
Commercial non-real estate	$	198,137	$	249,037
Commercial real estate - owner occupied		11,167		14,413
Total commercial & industrial		209,304		263,450
Commercial real estate - income producing		13,348		13,954
Construction and land development		3,561		4,550
Residential mortgages		23,012		23,665
Consumer		13,424		12,351
Total loans	$	262,649	$	317,970

Nonaccrual loans include loans modified in troubled debt restructurings (“TDRs”) of $112.6 million and $81.9 million at March 31, 2017 and December 31, 2016, respectively.  Total TDRs, both accruing and nonaccruing, were $159.9 million as of March 31, 2017 and $121.7 million at December 31, 2016.  All TDRs are individually evaluated for impairment.

The table below details TDRs that were modified during the three months ended March 31, 2017 and March 31, 2016 by portfolio class. 

	Three months Ended
($ in thousands)		March 31, 2017						March 31, 2016
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
			Outstanding		Outstanding				Outstanding		Outstanding
		Number of	Recorded		Recorded			Number of	Recorded		Recorded
Troubled Debt Restructurings:		Contracts	Investment		Investment		Contracts		Investment		Investment
Commercial non-real estate		9	$	38,659	$	38,659		11	$	51,246	$	51,246
Commercial real estate - owner occupied		1		656		656		—		—		—
Total commercial & industrial		10		39,315		39,315		11		51,246		51,246
Commercial real estate - income producing		2		5,527		5,527		—		—		—
Construction and land development		—		—		—		—		—		—
Residential mortgages		1		250		250		—		—		—
Consumer		—		—		—		—		—		—
Total loans		13	$	45,092	$	45,092		11	$	51,246	$	51,246

The TDRs during the three months ended March 31, 2017 reflected in the table above include $27.4 million of loans with extended amortization terms or other payment concessions, $10.7 million of loans with significant covenant waivers and $6.9 million with other modifications.  The TDRs during the three months ended March 31, 2016 include $26.8 million of loans with extended terms or other payment concessions and $24.6 million of other modifications.

No TDRs that subsequently defaulted within twelve months of modification were recorded in the three months ended March 31, 2017 or 2016. 

The tables below present loans that are individually evaluated for impairment disaggregated by portfolio class at March 31, 2017 and December 31, 2016.  Loans individually evaluated for impairment include TDRs and loans that are determined to be impaired and have aggregate relationship balances of $1 million or more. 

	March 31, 2017
		Recorded investment		Recorded investment		Unpaid
(in thousands)		without an allowance		with an allowance		principal balance		Related allowance
Commercial non-real estate	$	120,166	$	111,822	$	244,153	$	15,017
Commercial real estate - owner occupied		2,801		1,093		4,265		76
Total commercial & industrial		122,967		112,915		248,418		15,093
Commercial real estate - income producing		5,740		7,859		13,934		1,114
Construction and land development		1,576		16		2,556		1
Residential mortgages		2,158		1,078		3,761		94
Consumer		1,243		906		2,149		199
Total loans	$	133,684	$	122,774	$	270,818	$	16,501
	December 31, 2016
		Recorded investment		Recorded investment		Unpaid
(in thousands)		without an allowance		with an allowance		principal balance		Related allowance
Commercial non-real estate	$	150,650	$	120,612	$	295,445	$	28,187
Commercial real estate - owner occupied		4,261		2,007		6,646		246
Total commercial & industrial		154,911		122,619		302,091		28,433
Commercial real estate - income producing		10,447		4,929		15,708		466
Construction and land development		1,106		832		2,903		38
Residential mortgages		2,877		1,470		4,865		91
Consumer		—		2,154		2,155		267
Total loans	$	169,341	$	132,004	$	327,722	$	29,295

	Three Months Ended
	March 31, 2017				March 31, 2016
	Average		Interest		Average			Interest
	recorded		income		recorded			income
(in thousands)	investment		recognized		investment			recognized
Commercial non-real estate	$	251,625	$	337	$	141,326	$	182
Commercial real estate - owner occupied		5,081		4		5,713		14
Total commercial & industrial		256,706		341		147,039		196
Commercial real estate - income producing		14,487		43		9,902		22
Construction and land development		1,766		—		14,149		—
Residential mortgages		3,792		2		889		2
Consumer		2,152		2		105		1
Total loans	$	278,903	$	388	$	172,084	$	221

Aging Analysis

The tables below present the age analysis of past due loans by portfolio class at March 31, 2017 and December 31, 2016.  Purchased credit impaired loans accounted for in pools with an accretable yield are considered to be current.

													Recorded
					Greater than								investment
	30-59 days		60-89 days		90 days		Total				Total		> 90 days and
March 31, 2017	past due		past due		past due		past due		Current		Loans		still accruing
(in thousands)
Commercial non-real estate	$	52,677	$	15,530	$	60,536	$	128,743	$	7,945,544	$	8,074,287	$	245
Commercial real estate - owner occupied		3,907		1,726		5,578		11,211		2,036,240		2,047,451		35
Total commercial & industrial		56,584		17,256		66,114		139,954		9,981,784		10,121,738		280
Commercial real estate - income producing		4,365		1,688		4,814		10,867		2,494,237		2,505,104		185
Construction and land development		14,845		343		2,944		18,132		1,234,535		1,252,667		25
Residential mortgages		18,104		5,104		15,655		38,863		2,227,400		2,266,263		—
Consumer		16,446		5,537		7,736		29,719		2,029,377		2,059,096		100
Total	$	110,344	$	29,928	$	97,263	$	237,535	$	17,967,333	$	18,204,868	$	590

													Recorded
					Greater than								investment
	30-59 days		60-89 days		90 days		Total				Total		> 90 days and
December 31, 2016	past due		past due		past due		past due		Current		Loans		still accruing
(in thousands)
Commercial non-real estate	$	19,722	$	1,909	$	68,505	$	90,136	$	7,523,781	$	7,613,917	$	384
Commercial real estate - owner occupied		3,008		581		6,310		9,899		1,896,922		1,906,821		52
Total commercial & industrial		22,730		2,490		74,815		100,035		9,420,703		9,520,738		436
Commercial real estate - income producing		838		50		5,026		5,914		2,007,976		2,013,890		216
Construction and land development		694		171		5,300		6,165		1,004,714		1,010,879		1,563
Residential mortgages		24,599		8,816		14,369		47,784		2,098,929		2,146,713		1
Consumer		18,621		7,441		9,147		35,209		2,024,722		2,059,931		823
Total	$	67,482	$	18,968	$	108,657	$	195,107	$	16,557,044	$	16,752,151	$	3,039

Credit Quality Indicators

The following tables present the credit quality indicators by segments and portfolio class of loans at March 31, 2017 and December 31, 2016. 

	March 31, 2017
(in thousands)	Commercial non-real estate		Commercial real estate - owner-occupied		Total commercial & industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	6,839,049	$	1,840,799	$	8,679,848	$	2,292,057	$	1,139,772	$	12,111,677
Pass-Watch		296,914		46,048		342,962		141,063		93,309		577,334
Special Mention		182,128		55,919		238,047		30,360		8,311		276,718
Substandard		744,326		104,685		849,011		41,614		11,275		901,900
Doubtful		11,870		—		11,870		10		—		11,880
Total	$	8,074,287	$	2,047,451	$	10,121,738	$	2,505,104	$	1,252,667	$	13,879,509
	December 31, 2016
(in thousands)	Commercial non-real estate		Commercial real estate - owner-occupied		Total commercial & industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	6,364,348	$	1,719,114	$	8,083,462	$	1,873,644	$	968,505	$	10,925,611
Pass-Watch		203,311		47,676		250,987		78,309		22,592		351,888
Special Mention		181,763		40,299		222,062		22,492		4,142		248,696
Substandard		846,793		99,732		946,525		39,434		15,640		1,001,599
Doubtful		17,702		—		17,702		11		—		17,713
Total	$	7,613,917	$	1,906,821	$	9,520,738	$	2,013,890	$	1,010,879	$	12,545,507

	March 31, 2017						December 31, 2016
(in thousands)	Residential mortgage		Consumer		Total		Residential mortgage		Consumer		Total
Performing	$	2,243,251	$	2,045,572	$	4,288,823	$	2,123,048	$	2,046,757	$	4,169,805
Nonperforming		23,012		13,524		36,536		23,665		13,174		36,839
Total	$	2,266,263	$	2,059,096	$	4,325,359	$	2,146,713	$	2,059,931	$	4,206,644

Below are the definitions of the Company’s internally assigned grades:

Commercial:

· Pass – loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.

· Pass-Watch – credits in this category are of sufficient risk to cause concern.  This category is reserved for credits that display negative performance trends.  The “Watch” grade should be regarded as a transition category.

· Special Mention – a criticized asset category defined as having potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the credit or the institution’s credit position.  Special mention credits are not considered part of the Classified credit categories and do not expose the institution to sufficient risk to warrant adverse classification.

· Substandard – an asset that is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

· Doubtful – an asset that has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection nor liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

· Loss – credits classified as Loss are considered uncollectable and are charged off promptly once so classified.

Residential and Consumer:

· Performing – loans on which payments of principal and interest are less than 90 days past due.

· Nonperforming – a nonperforming loan is a loan that is in default or close to being in default and there are good reasons to doubt that payments will be made in full.  All loans rated as nonaccrual loans are also classified as nonperforming.

Purchased Credit Impaired Loans

Changes in the carrying amount of purchased credit impaired loans and related accretable yield are presented in the following table for the three months ended March 31, 2017 and the year ended December 31, 2016.

	March 31, 2017				December 31, 2016
	Carrying				Carrying
	Amount		Accretable		Amount		Accretable
(in thousands)	of Loans		Yield		of Loans		Yield
Balance at beginning of period	$	190,915	$	113,686	$	225,838	$	129,488
Payments received, net		(16,422)		(1,477)		(55,194)		(11,024)
Accretion		4,874		(4,874)		20,271		(20,271)
Increase (decrease) in expected cash flows based on actual cash flows and changes in cash flow assumptions		—		4,318		—		5,358
Net transfers to (from) nonaccretable difference to accretable yield		—		3,422		—		10,135
Balance at end of period	$	179,367	$	115,075	$	190,915	$	113,686

Loans Acquired in an FDIC-Assisted Transaction and the Related FDIC Loss Share Receivable

Loans purchased in the 2009 acquisition of Peoples First Community Bank were covered by two loss share agreements between the FDIC and the Company.  The loss share agreement covering the non-single family portfolio expired in December 2014 and is now in a three-year recovery period where 80% of recoveries on reimbursed losses are due to the FDIC.  The loss share agreement covering the single family portfolio expires in December 2019.  As of March 31, 2017 and March 31, 2016, loans totaling $143.8 million and $168.1 million, respectively, were covered by the single family loss share agreement, providing considerable protection against credit risk.

The receivable arising from the loss share agreements (referred to as the “FDIC loss share receivable” on our consolidated statements of financial condition) is measured separately from the covered loans because the agreements are not contractually part of the loans and are not transferable should the Company choose to dispose of the loans.

The following schedule shows activity in the loss share receivable for the three months ended March 31, 2017 and 2016.

	Three months Ended
	March 31,		March 31,
(in thousands)	2017		2016
Beginning Balance	$	16,219	$	29,868
Amortization		(1,100)		(1,613)
Charge-offs, write-downs and other recoveries		(1,231)		(1,005)
External expenses qualifying under loss share agreement		131		465
Changes due to changes in cash flow projections		(1,830)		(2,189)
Net payments to FDIC		1,131		302
Ending balance	$	13,320	$	25,828

Residential Mortgage Loans in Process of Foreclosure

Included in loans are $7.5 million and $10.1 million of consumer loans secured by single family residential real estate that are in process of foreclosure as of March 31, 2017 and December 31, 2016, respectively.  Of these loans, $3.7 million and $4.9 million, respectively, are covered by the FDIC loss share agreement.  Loans in process of foreclosure include those for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction.  In addition to the single family residential real estate loans in process of foreclosure, the Company also held $3.1 million of foreclosed single family residential properties in other real estate owned as of March 31, 2017 and December 31, 2016.  Of these foreclosed properties, $0.7 million and $0.9 million as of March 31, 2017 and December 31, 2016, respectively, are also covered by the FDIC loss share agreement.

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Securities Sold under Agreements to Repurchase

3 Months Ended

Mar. 31, 2017

Securities Sold under Agreements to Repurchase [Abstract]

Securities Sold under Agreements to Repurchase

5.  Securities Sold under Agreements to Repurchase

Included in short-term borrowings at March 31, 2017 was $444.8 million of customer securities sold under agreements to repurchase (“repurchase agreements”) that mature daily and were secured by agency securities.  The Company borrows funds on a secured basis by selling securities under agreements to repurchase, mainly in connection with treasury management services offered to its deposit customers.As the Companymaintains effective control over assets sold under agreements to repurchase, the securities continue to be carried on the consolidated statements of financial condition. Because the Company acts as borrower transferring assets to the counterparty, and the agreements mature daily, the Company’s risk is limited.

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Derivatives

3 Months Ended

Mar. 31, 2017

Derivatives [Abstract]

Derivatives

6.  Derivatives

Risk Management Objective of Using Derivatives

The Company enters into derivative financial instruments to manage risks related to differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments, currently related to selectpools of variable rate loans and fixed-rate brokered deposits.  The Bank has also entered into interest rate derivative agreements as a service to certain qualifying customers.  The Bank manages a matched book with respect to these customer derivatives in order to minimize its net risk exposure resulting from such agreements.  The Bank also enters into risk participation agreements under which it may either sell or buy credit risk associated with a customer’s performance under certain interest rate derivative contracts related to loans in which participation interests have been sold to or purchased from other banks.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the notional amounts and fair values of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2017 and December 31, 2016.  Effective January 3, 2017, the Company’s central clearing counterparty amended its rulebook to legally characterize variation margin accounts as settlements, rather than being reflected separately as collateral.  As a result of that change, the Company began prospectively reflecting derivative assets and liabilities net of the central clearing counterparty derivative margin account.

			March 31, 2017					December 31, 2016
				Derivative (1)						Derivative (1)
(in thousands)	Type of Hedge		Notional or Contractual Amount	Assets		Liabilities		Notional or Contractual Amount		Assets		Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps	Cash Flow	$	850,000	$	37	$	8,958	$	1,100,000	$	—	$	7,787
Interest rate swaps	Fair Value		138,000		—		397		—		—		—
		$	988,000	$	37	$	9,355	$	1,100,000	$	—	$	7,787
Derivatives not designated as hedging instruments:
Interest rate swaps (2)	N/A	$	970,658	$	16,679	$	16,901	$	979,391	$	18,405	$	18,362
Risk participation agreements	N/A		100,777		41		105		84,732		50		105
Forward commitments to sell residential mortgage loans	N/A		78,398		207		1,183		75,676		900		221
Interest rate-lock commitments on residential mortgage loans	N/A		61,655		1,020		188		46,840		189		228
Foreign exchange forward contracts	N/A		54,666		651		610		56,152		771		729
		$	1,266,154	$	18,598	$	18,987	$	1,242,791	$	20,315	$	19,645
Total derivatives		$	2,254,154	$	18,635	$	28,342	$	2,342,791	$	20,315	$	27,432
Less:  netting adjustment(3)					(3,676)		(15,465)				—		—
Total derivative assets/liabilities				$	14,959	$	12,877			$	20,315	$	27,432

(1) Derivative assets and liabilities are reported at fair value in other assets or other liabilities, respectively, in the consolidated balance sheets.

(2) The notional amount represents both the customer accommodation agreements and offsetting agreements with unrelated financial institutions.

(3) Represents balance sheet netting of derivative assets and liabilities for variation margin collateral held or placed with the same central clearing counterparty.  See offsetting assets and liabilities for further information.

Cash Flow Hedges of Interest Rate Risk

The Company is party to various interest rate swap agreements designated and qualifying as cash flow hedges of the Company’s forecasted variable cash flows for pools of variable rate loans.   For each agreement, the Company receives interest at a fixed rate and pays at a variable rate.  The swap agreements expire as follows:  notional amount of $200million expires in 2017;  $200 million expire in2018;$250 million expire in 2019; and $200 million expires in2020.

During the terms of the swap agreements, the effective portion of changes in the fair value of the derivative instruments are recorded in Accumulated Other Comprehensive Income (“AOCI”) and subsequently reclassified into earnings in the periods that the hedged forecasted variable-rate interest payments affect earnings.  The impact on AOCI is reflected in Note 7.  There was no ineffective portion of the change in fair value of the derivative recognized directly in earnings.

Fair Value Hedges of Interest Rate Risk

During 2017, the Company entered into interest rate swap agreements that modify the Company’s exposure to interest rate risk by effectively converting a portion of the Company’s brokered certificates of deposit from fixed rates to variable rates. The maturities and call features of these interest rate swaps match the features of the hedged deposits.  As interest rates fall, the decline in the value of the certificates of deposit is offset by the increase in the value of the interest rate swaps.  Conversely, as interest rates rise, the value of the underlying deposits increase, but the value of the interest rate swaps decrease, resulting in no impact on earnings.  Interest expense is adjusted by the difference between the fixed and floating rates for the period the swaps are in effect.  Hedge ineffectiveness on these transactions results in an increase or decrease of noninterest income. 

Derivatives Not Designated as Hedges

Customer interest rate derivative program

The Bank enters into interest rate derivative agreements, primarily rate swaps, with commercial banking customers to facilitate their risk management strategies.  The Bank enters into offsetting agreements with unrelated financial institutions, thereby mitigating its net risk exposure resulting from such transactions.  Because the interest rate derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

Risk participation agreements

The Bank also enters into risk participation agreements under which it may either assume or sell credit risk associated with a borrower’s performance under certain interest rate derivative contracts.  In those instances where the Bank has assumed credit risk, it is not a direct counterparty to the derivative contract with the borrower and has entered into the risk participation agreement because it is a party to the related loan agreement with the borrower.  In those instances in which the Bank has sold credit risk, it is the sole counterparty to the derivative contract with the borrower and has entered into the risk participation agreement because other banks participate in the related loan agreement.  The Bank manages its credit risk under risk participation agreements by monitoring the creditworthiness of the borrower, based on the Bank’s normal credit review process.

Mortgage banking derivatives

The Bank also enters into certain derivative agreements as part of their mortgage banking activities.  These agreements include interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a best efforts delivery basis.

Customer foreign exchange forward contract derivatives

The Bank enters into foreign exchange forward derivative agreements, primarily forward currency contracts, with commercial banking customers to facilitate their risk management strategies.  The Bank manages its risk exposure from such transactions by entering into offsetting agreements with unrelated financial institutions.  Because the foreign exchange forward contract derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

Effect of Derivative Instruments on the Income Statement

Derivative income consisting primarily of customer interest rate swap fees, net of fair value adjustments, is reflected in the income statement in other noninterest income, totaling $0.5 million and ($0.1) million for the three months ended March 31, 2017 and 2016, respectively.  The impact to interest income from cash flow hedges was $0.1 million and $0.3 million for the three months ended March 31, 2017 and 2016, respectively.  The fair value hedge reduced interest expense on deposits by $141,000and reducednoninterest income by$15,000 due to ineffectiveness. 

Credit risk-related Contingent Features

Certain of the Bank’s derivative instruments contain provisions allowing the financial institution counterparty to terminate the contracts in certain circumstances, such as the downgrade of the Bank’s credit ratings below specified levels, a default by the Bank on its indebtedness, or the failure of the Bank to maintain specified minimum regulatory capital ratios or its regulatory status as a well-capitalized institution.  These derivative agreements also contain provisions regarding the posting of collateral by each party.  As of March 31, 2017,  the aggregate fair value of derivative instruments with credit risk-related contingent features that were in a net liability position was $21.2 million. 

Offsetting Assets and Liabilities

The Bank’s derivative instruments to certain counterparties contain legally enforceable netting provisions that allow for net settlement of multiple transactions to a single amount, which may be positive, negative, or zero.  Agreements with certain bilateral counterparties require both parties to maintain collateral in the event the fair values of derivative instruments exceed established exposure thresholds.  For centrally cleared derivatives, the Company is subject to initial margin posting and daily variation margin exchange with the central clearinghouses.  As noted above, effective January 3, 2017, the Company began to reflect its derivative assets and liabilities net of the central clearing party variation margin account in the statement of financial position.  Offsetting information in regards to all derivative assets and liabilities, including accrued interest, subject to these master netting agreements at March 31, 2017 and December 31, 2016 is presented in the following tables.

(in thousands)			Gross Amounts Offset in		Net Amounts  Presented in		Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized		the Statement of Financial Position		the Statement of Financial Position		Financial Instruments		Cash Collateral		Net Amount
As of March 31, 2017
Derivative Assets	$	5,498	$	(3,639)	$	1,859	$	1,859	$	—	$	—
Derivative Liabilities	$	21,162	$	(15,499)	$	5,663	$	1,859	$	5,620	$	(1,816)

(in thousands)			Gross Amounts Offset in		Net Amounts  Presented in		Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized		the Statement of Financial Position		the Statement of Financial Position		Financial Instruments		Cash Collateral		Net Amount
As of December 31, 2016
Derivative Assets	$	4,788	$	—	$	4,788	$	4,788	$	—	$	—
Derivative Liabilities	$	26,846	$	—	$	26,846	$	4,788	$	19,095	$	2,963

The Company has excess collateral compared to total exposure due to initial margin requirements for day-to-day rate volatility. 

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Stockholders' Equity

3 Months Ended

Mar. 31, 2017

Stockholders' Equity [Abstract]

Stockholders' Equity

7.Stockholders’ Equity

The presentation of the components of shareholders’ equity was modified from prior filings to consolidate treasury stock into surplus in the consolidated balance sheets and statements of changes in shareholders’ equity in order to simplify the presentation.  Additional information on treasury stock is reflected in the commons shares outstanding section below.

Common Shares Outstanding

Shares outstanding exclude treasury shares of 1.0 million and 1.3 million at March 31, 2017 and December 31, 2016, respectively, with a first-in-first-out cost basis of $17.3 million and $24.1 million at March 31, 2017 and December 31, 2016, respectively.  Shares outstanding also exclude unvested restricted share awards of 1.9 million and 2.0 million at March 31, 2017 and December 31, 2016, respectively.

Accumulated Other Comprehensive Income (Loss)

The components of AOCI and changes in those components are presented in the following table.

	Available		HTM Securities
	for Sale		Transferred		Employee		Cash
(in thousands)	Securities		from AFS		Benefit Plans		Flow Hedges		Total
Balance, December 31, 2015	$	4,268	$	(16,795)	$	(67,890)	$	(178)	$	(80,595)
Other comprehensive income before income taxes:
Net change in unrealized gain		26,882		—		—		2,090		28,972
Reclassification of net (gain) losses realized and included in earnings		(346)		—		1,437		—		1,091
Amortization of unrealized net loss on securities transferred to HTM		—		798		—		—		798
Income tax expense		9,751		292		525		764		11,332
Balance, March 31, 2016	$	21,053	$	(16,289)	$	(66,978)	$	1,148	$	(61,066)
Balance, December 31, 2016	$	(28,679)	$	(14,392)	$	(72,501)	$	(4,960)	$	(120,532)
Other comprehensive income before income taxes:
Net change in unrealized gain (loss)		2,319		—		—		(1,135)		1,184
Reclassification of net losses realized and included in earnings		—		—		1,387		—		1,387
Amortization of unrealized net loss on securities transferred to HTM		—		650		—		—		650
Income tax expense (benefit)		843		266		504		(412)		1,201
Balance, March 31, 2017	$	(27,203)	$	(14,008)	$	(71,618)	$	(5,683)	$	(118,512)

AOCI is reported as a component of stockholders’ equity.  AOCI can include, among other items, unrealized holding gains and losses on securities available for sale (“AFS”), gains and losses associated with pension or other post-retirement benefits that are not recognized immediately as a component of net periodic benefit cost, and gains and losses on derivative instruments that are designated as, and qualify as, cash flow hedges.  Net unrealized gains/losses on AFS securities reclassified as securities held to maturity (“HTM”) also continue to be reported as a component of AOCI and will be amortized over the estimated remaining life of the securities as an adjustment to interest income.  Subject to certain thresholds, unrealized losses on employee benefit plans will be reclassified into income as pension and post-retirement costs are recognized over the remaining service period of plan participants.  Accumulated gains/losses on the cash flow hedge of the variable-rate loans described in Note 6 will be reclassified into income over the life of the hedge.  Gains (losses) in AOCI are net of deferred income taxes. 

The following table shows the line items in the consolidated income statements affected by amounts reclassified from AOCI.

	Three months ended
Amount reclassified from AOCI (a)	March 31,				Affected line item on
(in thousands)		2017		2016	the income statement
Gain on sale of AFS securities	$	—	$	346	Securities transactions
Tax effect		—		(127)	Income taxes
Net of tax		—		219	Net income
Amortization of unrealized net loss on securities transferred to HTM		(650)		(798)	Interest income
Tax effect		266		292	Income taxes
Net of tax		(384)		(506)	Net income
Amortization of defined benefit pension and post-retirement items		(1,387)		(1,437)	Employee benefits expense (b)
Tax effect		504		525	Income taxes
Net of tax		(883)		(912)	Net income
Total reclassifications, net of tax	$	(1,267)	$	(1,199)	Net income

(a) Amounts in parenthesis indicate reduction in net income.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension and post-retirement cost that is reported with employee benefits expense (see Note 11 for additional details).

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Other Noninterest Income

3 Months Ended

Mar. 31, 2017

Other Noninterest Income [Abstract]

Other Noninterest Income

8.  Other Noninterest Income

Components of other noninterest income are as follows.

	Three months Ended
	March 31,
(in thousands)	2017		2016
Income from bank-owned life insurance	$	2,652	$	2,550
Credit related fees		2,878		2,357
Derivative income		465		(139)
Net gain on sale of assets		4,125		1,766
Safety deposit box income		449		478
Other miscellaneous		2,306		2,334
Total other noninterest income	$	12,875	$	9,346

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Other Noninterest Expense

3 Months Ended

Mar. 31, 2017

Other Noninterest Expense [Abstract]

Other Noninterest Expense

9.  Other Noninterest Expense

Components of other noninterest expense are as follows.

	Three months Ended
	March 31,
(in thousands)	2017		2016
Advertising	$	3,077	$	2,357
Ad valorem and franchise taxes		3,036		2,303
Printing and supplies		1,178		1,111
Insurance expense		817		835
Travel expense		1,059		949
Entertainment and contributions		1,783		1,632
Tax credit investment amortization		1,212		1,743
Other miscellaneous		6,468		5,779
Total other noninterest expense	$	18,630	$	16,709

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Earnings Per Share

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Earnings Per Share

10.  Earnings Per Share

Hancock calculates earnings per share using the two-class method.  The two-class method allocates net income to each class of common stock and participating security according to common dividends declared and participation rights in undistributed earnings.  Participating securities consist of unvested stock-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents. 

A summary of the information used in the computation of earnings per common share follows.

	Three months Ended
	March 31,
(in thousands, except per share data)	2017		2016
Numerator:
Net income to common shareholders	$	49,014	$	3,839
Net income allocated to participating securities - basic and diluted		1,156		97
Net income allocated to common shareholders - basic and diluted	$	47,858	$	3,742
Denominator:
Weighted-average common shares - basic	$	84,365	$	77,501
Dilutive potential common shares		259		171
Weighted-average common shares - diluted	$	84,624	$	77,672
Earnings per common share:
Basic	$	0.57	$	0.05
Diluted	$	0.57	$	0.05

Potential common shares consist of employee and director stock options.  These potential common shares do not enter into the calculation of diluted earnings per share if the impact would be anti-dilutive, i.e., increase earnings per share or reduce a loss per share.  Weighted-average anti-dilutive potential common shares totaled 15,986and 656,623, respectively, for the three months ended March 31, 2017 and March 31, 2016. 

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Retirement Plans

3 Months Ended

Mar. 31, 2017

Retirement Plans [Abstract]

Retirement Plans

11.  Retirement Plans

The Company has a qualified defined benefit pension plan covering all eligible employees. Eligibility is based on minimum age-related and service-related requirements as well as job classification. Accrued benefits under a nonqualified plan covering certain legacy Whitney employees were frozen as of December 31, 2012 and no future benefits will be accrued under this plan.

The Company also sponsors defined benefit postretirement plans for both legacy Hancock and legacy Whitney employees that provide health care and life insurance benefits.  Benefits under the Hancock plan are not available to employees hired on or after January 1, 2000. Benefits under the Whitney plan are restricted to retirees who were already receiving benefits at the time of plan amendments in 2007 or active participants who were eligible to receive benefits as of December 31, 2007.

The following tables show the components of net periodic benefits cost included in expense for the plans for the periods indicated.

					Other Post-
(in thousands)	Pension Benefits				retirement Benefits
Three Months Ended March 31,	2017		2016		2017		2016
Service cost	$	3,750	$	3,265	$	48	$	29
Interest cost		4,123		4,988		180		206
Expected return on plan assets		(8,750)		(8,891)		—		—
Amortization of net loss		1,435		1,468		(48)		(31)
Net periodic benefit cost	$	558	$	830	$	180	$	204

No contribution is required in 2017 to meet minimum funding requirements, and the Company has no plans to make a contribution in the current year.

The Company also provides a defined contribution 401(k) retirement benefit plan. Under the plan, the Company matches 100% of the first 1% of compensation saved by a participant, and 50% of the next 5% of compensation saved.

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Share-Based Payment Arrangements

3 Months Ended

Mar. 31, 2017

Share-Based Payment Arrangements [Abstract]

Share-Based Payment Arrangements

12.  Share-Based Payment Arrangements

Hancock maintains incentive compensation plans that provide for awards of share-based compensation to employees and directors.  These plans have been approved by the Company’s shareholders.  Detailed descriptions of these plans were included in Note 16 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  Effective January 1, 2017, the Company prospectively adopted accounting guidance intended to improve the accounting for employee share-based payments.  The Company elected to account for forfeitures as they occur. The adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations.    

A summary of option activity for the three months ended March 31, 2017 is presented below.

				Weighted
				Average
		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Term	Intrinsic
Options	Shares	Price		(Years)	Value ($000)
Outstanding at January 1, 2017	456,258	$	35.91		$	3,734
Exercised/Released	(256,611)		33.71			3,270
Cancelled/Forfeited	(538)		32.09			6
Expired	(689)		44.91
Outstanding at March 31, 2017	198,420	$	38.74	2.91	$	1,728
Exercisable at March 31, 2017	177,151	$	39.83	2.64	$	1,392

Thetotal intrinsic value of options exercised for the three months endedMarch 31, 2017 was $3.3 million.  There was no total intrinsic value of options exercised for the three months endedMarch 31, 2016.

The restricted and performance shares in the table below are subject to service requirements. A summary of the status of the Company’s nonvested restricted and performance shares as of March 31, 2017 and changes during the three months ended March 31, 2017, is presented in the following table.

			Weighted
			Average
	Number of		Grant Date
	Shares		Fair Value
Nonvested at January 1, 2017	2,152,119	$	32.12
Granted	49,558		40.82
Vested	(9,607)		31.81
Forfeited	(20,446)		32.51
Nonvested at March 31, 2017	2,171,624	$	32.32

As of March 31, 2017,  there was$52.7 million of total unrecognized compensation expense related to nonvested restricted and performance shares expected to vest.  This compensation is expected to be recognized in expense over a weighted average period of 3.4 years.  The total fair value of shares which vested during the three months ended March 31, 2017 and 2016was $0.5 million and $0.9 million, respectively.

During the three months ended March 31, 2017, the Company granted 23,489 performance shares subject to a total shareholder return (“TSR”) performance metric with a grant date fair value of $42.92 per share and 23,489 performance shares subject to a core earnings per share performance metric with a grant date fair value of $38.26 per share to key members of executive management. The number of performance shares subject to TSR that ultimately vest at the end of the three-year performance period, if any, will be based on the relative rank of the Company’sthree-year TSR among the TSRs of a peer group of 44 regional banks. The fair value of the performance shares subject to TSR at the grant date was determined using a Monte Carlo simulation method.  The number of performance shares subject to core earnings per share that ultimately vest will be based on the Company’s attainment of certain core earnings per share goals over the two-year performance period.  The maximum number of performance shares that could vest is 200% of the target award.  Compensation expense for these performance shares is recognized on a straight-line basis over the three-year service period. 

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Fair Value

3 Months Ended

Mar. 31, 2017

Fair Value [Abstract]

Fair Value

13.  Fair Value

The Financial Accounting Standards Board (“FASB”) defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.   The FASB’s guidance also established a fair value hierarchy that prioritizes the inputs to these valuation techniques used to measure fair value, giving preference to quoted prices in active markets for identical assets or liabilities (“level 1”) and the lowest priority to unobservable inputs such as a reporting entity’s own data (“level 3”).Level 2inputs includequoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, observable inputs other than quoted prices, such as interest rates and yield curves, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis in the consolidated balance sheets.

	March 31, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. Treasury and government agency securities	$	—	$	74,496	$	—	$	74,496
Municipal obligations		—		241,036		—		241,036
Corporate debt securities		—		3,500		—		3,500
Residential mortgage-backed securities		—		1,559,417		—		1,559,417
Commercial mortgage-backed securities		—		428,048		—		428,048
Collateralized mortgage obligations		—		192,264		—		192,264
Total available for sale securities		—		2,498,761		—		2,498,761
Derivative assets (1)		—		14,959		—		14,959
Total recurring fair value measurements - assets	$	—	$	2,513,720	$	—	$	2,513,720
Liabilities
Derivative liabilities (1)	$	—	$	12,877	$	—	$	12,877
Total recurring fair value measurements - liabilities	$	—	$	12,877	$	—	$	12,877

(1) For further disaggregation of derivative assets and liabilities, see Note 6 - Derivatives.

	December 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. Treasury and government agency securities	$	—	$	54,828	$	—	$	54,828
Municipal obligations		—		242,155		—		242,155
Corporate debt securities		—		3,500		—		3,500
Residential mortgage-backed securities		—		1,611,355		—		1,611,355
Commercial mortgage-backed securities		—		402,591		—		402,591
Collateralized mortgage obligations		—		202,479		—		202,479
Total available for sale securities		—		2,516,908		—		2,516,908
Derivative assets (1)		—		20,315		—		20,315
Total recurring fair value measurements - assets	$	—	$	2,537,223	$	—	$	2,537,223
Liabilities
Derivative liabilities (1)	$	—	$	27,432	$	—	$	27,432
Total recurring fair value measurements - liabilities	$	—	$	27,432	$	—	$	27,432

(1) For further disaggregation of derivative assets and liabilities, see Note 6 - Derivatives.

Securities classified as level 2 include obligations of U.S. Government agencies and U.S. Government-sponsored agencies, residential mortgage-backed securities and collateralized mortgage obligations that are issued or guaranteed by U.S. government agencies, and state and municipal bonds.   The level 2 fair value measurements for investment securities are obtained quarterly from a third-party pricing service that uses industry-standard pricing models.  Substantially all of the model inputs are observable in the marketplace or can be supported by observable data. 

The Company invests only in securities of investment grade quality with a targeted duration, for the overall portfolio, generally between two and fiveyears.  Company policies generally limit investments to agency securities and municipal securities determined to be investment grade according to an internally generated score which generally includes a rating of not less than “Baa” or its equivalent by a nationally recognized statistical rating agency.There were no transfers between valuation hierarchy levels during the periods shown. 

The fair value of derivative financial instruments, which are predominantly customer interest rate swaps, is obtained from a third-party pricing service that uses an industry-standard discounted cash flow model that relies on inputs, LIBOR swap curves and Overnight Index swap rate curves, observable in the marketplace.  To comply with the accounting guidance, credit valuation adjustments are incorporated in the fair values to appropriately reflect nonperformance risk for both the Company and the counterparties.  Although the Company has determined that the majority of the inputs used to value the derivative instruments fall within level 2 of the fair value hierarchy, the credit value adjustments utilize level 3 inputs, such as estimates of current credit spreads.  The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives.  As a result, the Company has classified its derivative valuations in their entirety in level 2 of the fair value hierarchy. The Company’s policy is to measure counterparty credit risk quarterly for all derivative instruments, including those subject to master netting arrangements consistent with how market participants would price the net risk exposure at the measurement date. 

The Company also has certain derivative instruments associated with the Bank’s mortgage-banking activities.  These derivative instruments include interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a best efforts delivery basis.  The fair value of these derivative instruments is measured using observable market prices for similar instruments and is classified as a level 2 measurement. 

Fair Value of Assets Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis.  Collateral-dependent impaired loans are level 2 assets measured at the fair value of the underlying collateral based on independent third-party appraisals that take into consideration market-based information such as recent sales activity for similar assets in the property’s market. 

Other real estate owned, including both foreclosed property and surplus banking property, are level 3 assets that are adjusted to fair value, less estimated selling costs, upon transfer to other real estate owned.  Subsequently, other real estate owned is carried at the lower of carrying value or fair value less estimated selling costs.  Fair values are determined by sales agreement or third-party appraisals as discounted for estimated selling costs, information from comparable sales, and marketability of the property. 

The fair value information presented below is not as of the period-end, rather it was as of the date the fair value adjustment was recorded during the twelve months for each of the dates presented below, and excludes nonrecurring fair value measurements of assets no longer on the balance sheet. 

The following tables present the Company’s financial assets that are measured at fair value on a nonrecurring basis for each of the fair value hierarchy levels.

	March 31, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Collateral-dependent impaired loans	$	—	$	143,327	$	—	$	143,327
Other real estate owned		—		—		9,295		9,295
Total nonrecurring fair value measurements	$	—	$	143,327	$	9,295	$	152,622

	December 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Collateral-dependent impaired loans	$	—	$	169,888	$	—	$	169,888
Other real estate owned		—		—		13,968		13,968
Total nonrecurring fair value measurements	$	—	$	169,888	$	13,968	$	183,856

Accounting guidance from the FASB requires the disclosure of estimated fair value information about certain on- and off-balance sheet financial instruments, including those financial instruments that are not measured and reported at fair value on a recurring basis.  The significant methods and assumptions used by the Company to estimate the fair value of financial instruments are discussed below.

Cash, Short‑Term Investments and Federal Funds Sold -For these short‑term instruments, the carrying amount is a reasonable estimate of fair value.

Securities – The fair value measurement for securities available for sale was discussed earlier in the note.  The same measurement techniques were applied to the valuation of securities held to maturity. 

Loans, Net -The fair value measurement for certain impaired loans was discussed earlier in the note.  For the remaining portfolio, fair values were generally determined by discounting scheduled cash flows using discount rates determined with reference to current market rates at which loans with similar terms would be made to borrowers of similar credit quality. 

Loans Held for Sale – These loans are recorded at fair value and carried at the lower of cost or market.  The carrying amount is considered a reasonable estimate of fair value. 

Deposits - The accounting guidance requires that the fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest-bearing checking and savings accounts, be assigned fair values equal to amounts payable upon demand (“carrying amounts”).  The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities Sold under Agreements to Repurchase, Federal Funds Purchased, and FHLB Borrowings - For these short-term liabilities, the carrying amount is a reasonable estimate of fair value.

Long-Term Debt - The fair value is estimated by discounting the future contractual cash flows using current market rates at which debt with similar terms could be obtained.

Derivative Financial Instruments – The fair value measurement for derivative financial instruments was discussed earlier in the note.

The following tables present the estimated fair values of the Company’s financial instruments by fair value hierarchy levels and the corresponding carrying amount at March 31, 2017 and December 31, 2016.

	March 31, 2017
							Total Fair		Carrying
(in thousands)	Level 1		Level 2		Level 3		Value		Amount
Financial assets:
Cash, interest-bearing bank deposits, and federal funds sold	$	384,587	$	—	$	—	$	384,587	$	384,587
Available for sale securities		—		2,498,761		—		2,498,761		2,498,761
Held to maturity securities		—		2,477,420		—		2,477,420		2,502,512
Loans, net		—		143,327		17,580,123		17,723,450		17,991,318
Loans held for sale		—		20,883		—		20,883		20,883
Derivative financial instruments		—		14,959		—		14,959		14,959
Financial liabilities:
Deposits	$	—	$	—	$	19,927,363	$	19,927,363	$	19,922,020
Federal funds purchased		16,321		—		—		16,321		16,321
Securities sold under  agreements to repurchase		444,788		—		—		444,788		444,788
FHLB short-term borrowings		1,660,823		—		—		1,660,823		1,660,823
Long-term debt		—		524,039		—		524,039		525,082
Derivative financial instruments		—		12,877		—		12,877		12,877

	December 31, 2016
							Total Fair		Carrying
(in thousands)	Level 1		Level 2		Level 3		Value		Amount
Financial assets:
Cash, interest-bearing bank deposits, and federal funds sold	$	450,866	$	—	$	—	$	450,866	$	450,866
Available for sale securities		—		2,516,908		—		2,516,908		2,516,908
Held to maturity securities		—		2,470,117		—		2,470,117		2,500,220
Loans, net		—		169,888		16,326,961		16,496,849		16,522,733
Loans held for sale		—		34,064		—		34,064		34,064
Derivative financial instruments		—		20,315		—		20,315		20,315
Financial liabilities:
Deposits	$	—	$	—	$	19,430,939	$	19,430,939	$	19,424,266
Federal funds purchased		2,275		—		—		2,275		2,275
Securities sold under  agreements to repurchase		358,131		—		—		358,131		358,131
FHLB short-term borrowings		865,000		—		—		865,000		865,000
Long-term debt		—		435,747		—		435,747		436,280
Derivative financial instruments		—		27,432		—		27,432		27,432

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2017

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

14.  Recent Accounting Pronouncements

Accounting Standards Adopted in 2017

In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” to improve the accounting for employee share-based payments. Several aspects of the accounting for share-based payment award transactions are simplified, including income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows.  The amendments were effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods and we adopted the guidance effective January 1, 2017.  In accordance with the standard, the Company elected to account for forfeitures of stock-based compensation as they occur and will now reclass dividends paid on forfeited shares to compensation expense from retained earnings.Classification of shares forfeited for taxes are reflected in the statement of cash flows as a financing rather than operating activity, with all historical periods restated.  In addition, the Company began recognizing excess tax benefits and tax deficiencies during the period to income (rather than in equity) on a prospective basis.  Our adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations, however, the change in treatment  of excess tax benefits and tax deficiencies could result in volatility of future earnings, depending on changes in stock prices. 

Issued but Not Yet Adopted Accounting Standards

In March 2017, the FASB issued ASU 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities,” which amends the amortization period for certain purchased callable debt securities held at a premium.  The amendments require the premium to be amortized to the earliest call date.  The amendments do not, however, require an accounting change for securities held at a discount; instead, the discount continues to be amortized to maturity.  The amendments in this ASU more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities.  These amendments are effective for fiscal years, and for interim period within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted, including adoption in an interim period.  If adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.  The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retain earnings as of the beginning of the period of adoption.  The Company is currently assessing this pronouncement and is considering early adoption, but it is not expected to have a material impact on the Company’s financial condition or results of operations.

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715):  Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost.  The amendments require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period.  The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented.  The amendments also allow only the service cost component to be eligible for capitalization when applicable.  These amendments are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods.  Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance, meaning early adoption should be within the first interim period if an employer issues interim financial statements.  Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption.  The amendments should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets.  The Company is currently assessing this pronouncement and the impact of adoption, but it is not expected to have a material impact on the Company’s financial condition or results of operations.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test.  Under the amendments in this ASU, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  Additionally, ASU No. 2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test.  This ASU is effective for public business entities that are SEC filers for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period.  The ASU should be applied using a prospective method.  The Company is currently assessing this pronouncement and is considering early adoption, but it is not expected to have a material impact on the Company’s financial condition or results of operations.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) – Clarifying the Definition of a Business,” which addresses stakeholders’ concerns that the current definition of a business is applied too broadly and analyzing transactions under the current definition is difficult and costly.  Under the amended guidance, a transaction is initially subject to a screening process to determine whether a “set” (i.e. an integrated set of assets and activities) does not qualify as a business.  Under the screen, if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or in a group of similar identifiable assets, the set is deemed not to be a business.  Further evaluation is required only if the transferred set does not meet the screen.  Under the further evaluation, to be considered a business, a set must include, at a minimum, an input and a substantive process that, together, significantly contribute to the ability to create output.  The amendment also narrows the definition of the term “output” so that it is consistent with the manner in which outputs are described in Topic 606, Revenue from Contracts with Customers.  The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods.  Early application is permitted under certain circumstances.  The amendments should be applied prospectively on or after the effective date.  The Company is currently assessing this pronouncement and the impact of adoption.

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other than Inventory,” which addresses stakeholders’ concerns that the limited amount of authoritative guidance has led to diversity in practice and is a source of complexity in financial reporting and results in an unfaithful representation of the economics of an intra-entity asset transfer.  The amendment eliminates the exception to the United States generally accepted accounting principle (“U.S. GAAP”) of comprehensive recognition of current and deferred income taxes that prohibits recognizing current and deferred income tax consequences for an intra-equity asset transfer (excluding the transfer of inventory) until the asset has been sold to an outside party.  The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods.  Early adoption is permitted, including adoption in an interim period.  The amendments should be applied using a retrospective transition method to each period presented.  The Company is currently assessing this pronouncement and the impact of adoption; however, the adoption of this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.  The amendments provide guidance on eight specific cash flow issues, including debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned), life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle.  The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period.  The amendments should be applied using a retrospective transition method to each period presented.  This guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credits Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.  The ASU, more commonly referred to as Current Expected Credit Losses, or CECL, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.  Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.  Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances.  In addition, the ASU amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration.  The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption.  Early application is permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  The Company has begun the process of implementation and currently is not planning to early adopt.  The Company expects the guidance will result in an increase in the allowance for loan losses given the change from covering losses inherent in the portfolio to covering losses over the remaining expected life of the portfolio and the nonaccretable difference on purchased credit impaired loans moving to an allowance (offset by an increase in the carrying value of the related loans). The guidance will also result in the establishment of an allowance for credit loss on held to maturity debt securities.  The amount of the increase in these allowances will be impacted by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” that provides new lease accounting guidance.  Under the guidance, lessees (with the exception of short-term leases) will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.  Lessor accounting is largely unchanged.  Lessees will need to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability.  Lessees will no longer be provided with a source of off-balance sheet financing.  Public business entities should apply the amendments for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is currently assessing this pronouncement and the impact of adoption by reviewing its existing lease contracts and service contracts that may include embedded leases.  The Company expects a gross-up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets; the extent of such is under evaluation.  The Company does not expect material changes to the recognition of operating lease expense in its consolidated results of operations.

In January 2016, the FASB issued an ASU 2016-01 “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” that improves the recognition and measurement of financial instruments through targeted changes to existing GAAP. It requires equity investments (except those that are accounted for under the equity method of accounting or result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It also requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  The Company is currently assessing this pronouncement; however, the adoption of this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” affecting any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of this standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Most revenue associated with financial instruments, including interest and loan origination fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, and sales of financial instruments are also excluded from the scope.  Subsequent to issuance of the revenue recognition guidance, the FASB has issued several updates that deferred by one year the effective date for revenue recognition guidance; clarified its guidance for performing the principal-versus-agent analysis; clarified guidance for identifying performance obligations allowing entities to ignore immaterial promised goods and services in the context of a contract with a customer and other clarifying guidance and technical corrections.  Entities can elect to adopt the guidance either on a full or modified retrospective basis.  Full retrospective adoption will require a cumulative effect adjustment to retained earnings as of the beginning of the earliest comparative period presented.  Modified retrospective adoption will require a cumulative effect adjustment to retained earnings as of the beginning of the reporting period in which the entity first applies the new guidance.  The standard will be effective for the Company for annual reporting periods beginning after December 15, 2017.  The Company is still in process of gathering an inventory and evaluating all contracts with customers and does not plan to early adopt the guidance. The Company is also in the process of evaluating the transition method election and the impact of the guidance to noninterest income and on presentation and disclosures. The preliminary analysis suggests this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

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Subsequent Event

3 Months Ended

Mar. 31, 2017

Subsequent Event [Abstract]

Subsequent Event

15.  Subsequent Event

On April 28, 2017, the Company announced that its banking subsidiary, Whitney Bank, entered into a purchase and assumption agreement with the FDIC (“Agreement”), which acted as the receiver for the Louisiana Office of Financial Institutions (“OFI”) following the OFI's determination to close FNBC.   Pursuant to the Agreement, Whitney Bank acquired selected assets and liabilities of FNBC from the FDIC.

Under the Agreement, Whitney acquired approximately $1.6 billion in deposits, which were primarily in the form of transaction and savings accounts, and purchased approximately $1.0 billion in cash, securities, loans, and other assets, primarily at book value, for a transaction premium of $35 million. The FDIC made a payment to Whitney Bank of $655 million for the net liabilities assumed. These amounts are subject to adjustment based upon final settlement with the FDIC pursuant to the  Agreement.

Whitney will continue to operate the former FNBC banking premises for a period of time. Whitney will have the right for a 90-day period to purchase at fair market value any owned FNBC banking premises (and purchase at fair market value certain related assets) and will have the right for a 60-day period to assume the leases for any leased premises (and purchase at fair market value certain related assets).

The terms of the Agreement require the FDIC to indemnify Whitney against certain liabilities of FNBC and its affiliates not assumed or otherwise purchased by Whitney. Neither the Company nor Whitney Bank acquired any assets, common stock, preferred stock or debt, or assumed any other obligations, of FNBC Bank Holding Company or FNBC. 

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2017

Basis of Presentation [Abstract]

Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of Hancock Holding Company and all other entities in which it has a controlling interest (the “Company”). The financial statements include all adjustments that are, in the opinion of management, necessary to present fairly the Company’s financial condition, results of operations, changes in stockholders’ equity and cash flows for the interim periods presented.  The Company has also evaluated all subsequent events for potential recognition and disclosure through the filing of this Form 10-Q.  Some financial information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  Financial information reported in these financial statements is not necessarily indicative of the Company’s financial condition, results of operations, or cash flows for any other interim or annual period.

Certain prior period amounts have been reclassified to conform to the current period presentation.  The presentation of loan disclosures has been modified from prior filings as discussed in Note 4 – Loans and Allowance for Loan Losses.  Select Stockholders’ Equity line items in the Consolidated Balance Sheets and Statements of Changes in Stockholders’ Equity have been modified to simplify the presentation as discussed in Note 7 – Stockholders’ Equity.  Presentation of derivatives contracts cleared through a central clearing counterparty has been revised prospectively to reflect netting of variation margin as settlements to the derivative assets and liabilities rather than collateral, effective January 3, 2017, as discussed in Note 6 – Derivatives.  These changes in presentation did not have a material impact on the Company’s financial condition or operating results.

Use of Estimates

Use of Estimates

The accounting principles the Company follows and the methods for applying these principles conform with GAAP and with general practices followed by the banking industry.   These accounting principles require management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and the accompanying notes.  Actual results could differ from those estimates.

Critical Accounting Policies and Estimates

Critical Accounting Policies and Estimates

There were no material changes or developments with respect to methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016.

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Acquisition (Tables)

3 Months Ended

Mar. 31, 2017

Acquisition [Abstract]

Schedule of Fair Value of Net Assets Acquired

(in thousands)
ASSETS
Cash and due from banks	$	2,856
Total loans		1,211,523
Property and equipment		12,332
Accrued interest receivable		2,969
Identifiable intangible assets		3,900
Other assets		63
Total identifiable assets	$	1,233,643
LIABILITIES
Deposits	$	398,171
Short-term borrowings		510,749
Long-term debt		93,120
Other liabilities		1,607
Total liabilities	$	1,003,647
Net identifiable assets acquired		229,996
Goodwill		95,568
Net assets acquired	$	325,564

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Securities (Tables)

3 Months Ended

Mar. 31, 2017

Gain (Loss) on Investments [Line Items]

Amortized Cost and Fair Value of Securities Available for Sale

Securities Available for Sale
(in thousands)	March 31, 2017								December 31, 2016
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
US Treasury and government agency securities	$	76,049	$	—	$	1,553	$	74,496	$	56,751	$	—	$	1,923	$	54,828
Municipal obligations		251,416		157		10,537		241,036		253,228		113		11,186		242,155
Residential mortgage-backed securities		1,568,001		10,377		18,961		1,559,417		1,620,191		10,592		19,428		1,611,355
Commercial mortgage-backed securities		450,197		211		22,360		428,048		425,750		—		23,159		402,591
Collateralized mortgage obligations		192,372		491		599		192,264		202,580		490		591		202,479
Corporate debt securities		3,500		—		—		3,500		3,500		—		—		3,500
	$	2,541,535	$	11,236	$	54,010	$	2,498,761	$	2,562,000	$	11,195	$	56,287	$	2,516,908

Amortized Cost and Fair Value of Securities Held to Maturity

Securities Held to Maturity
(in thousands)	March 31, 2017								December 31, 2016
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
US Treasury and government agency securities	$	50,000	$	—	$	55	$	49,945	$	50,000	$	—	$	44	$	49,956
Municipal obligations		734,075		3,345		17,604		719,816		648,093		2,147		20,175		630,065
Residential mortgage-backed securities		830,522		3,481		1,980		832,023		862,162		4,329		3,068		863,423
Commercial mortgage-backed securities		75,722		—		4,348		71,374		75,739		—		4,038		71,701
Collateralized mortgage obligations		812,193		1,588		9,519		804,262		864,226		1,420		10,674		854,972
	$	2,502,512	$	8,414	$	33,506	$	2,477,420	$	2,500,220	$	7,896	$	37,999	$	2,470,117

Available for Sale [Member]

Gain (Loss) on Investments [Line Items]

Amortized Cost and Fair Value of Debt Securities by Contractual Maturity

(in thousands)	Amortized		Fair
Debt Securities Available for Sale	Cost		Value
Due in one year or less	$	4,711	$	4,735
Due after one year through five years		40,658		41,205
Due after five years through ten years		1,025,204		999,011
Due after ten years		1,470,962		1,453,810
Total available for sale debt securities	$	2,541,535	$	2,498,761

Securities with Unrealized Losses

Available for Sale
March 31, 2017	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	74,460		1,553	$	—	$	—	$	74,460	$	1,553
Municipal obligations		228,433		10,537		—		—		228,433		10,537
Residential mortgage-backed securities		1,051,706		18,885		3,110		76		1,054,816		18,961
Commercial mortgage-backed securities		403,123		22,360		—		—		403,123		22,360
Collateralized mortgage obligations		78,217		599		—		—		78,217		599
	$	1,835,939	$	53,934	$	3,110	$	76	$	1,839,049	$	54,010

Available for Sale
December 31, 2016	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	54,788	$	1,923	$	—	$	—	$	54,788	$	1,923
Municipal obligations		228,588		11,186		—		—		228,588		11,186
Residential mortgage-backed securities		1,087,644		19,359		3,738		69		1,091,382		19,428
Commercial mortgage-backed securities		402,591		23,159		—		—		402,591		23,159
Collateralized mortgage obligations		83,701		591		—		—		83,701		591
	$	1,857,312	$	56,218	$	3,738	$	69	$	1,861,050	$	56,287

Held to Maturity [Member]

Gain (Loss) on Investments [Line Items]

Amortized Cost and Fair Value of Debt Securities by Contractual Maturity

	Amortized		Fair
Debt Securities Held to Maturity	Cost		Value
Due in one year or less	$	10,520	$	10,624
Due after one year through five years		124,250		125,558
Due after five years through ten years		838,244		817,979
Due after ten years		1,529,498		1,523,259
Total held to maturity securities	$	2,502,512	$	2,477,420

Securities with Unrealized Losses

Held to maturity
March 31, 2017	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
US Treasury and government agency securities	$	49,946	$	55	$	—	$	—	$	49,946	$	55
Municipal obligations		454,266		17,331		7,269		273		461,535		17,604
Residential mortgage-backed securities		279,443		1,980		—		—		279,443		1,980
Commercial mortgage-backed securities		71,373		4,348		—		—		71,373		4,348
Collateralized mortgage obligations		506,593		6,343		104,011		3,176		610,604		9,519
	$	1,361,621	$	30,057	$	111,280	$	3,449	$	1,472,901	$	33,506

Held to maturity
December 31, 2016	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses
U.S. Treasury and government agency securities	$	49,956	$	44	$	—	$	—	$	49,956	$	44
Municipal obligations		494,470		19,706		11,750		469		506,220		20,175
Residential mortgage-backed securities		278,369		3,068		—		—		278,369		3,068
Commercial mortgage-backed securities		71,701		4,038		—		—		71,701		4,038
Collateralized mortgage obligations		618,739		7,296		115,375		3,378		734,114		10,674
	$	1,513,235	$	34,152	$	127,125	$	3,847	$	1,640,360	$	37,999

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Loans and Allowance for Loan Losses (Tables)

3 Months Ended

Mar. 31, 2017

Accounts, Notes, Loans and Financing Receivable [Line Items]

Loans, Net of Unearned Income

	March 31,		December 31,
(in thousands)	2017		2016
Commercial non-real estate	$	8,074,287	$	7,613,917
Commercial real estate - owner occupied		2,047,451		1,906,821
Total commercial & industrial		10,121,738		9,520,738
Commercial real estate - income producing		2,505,104		2,013,890
Construction and land development		1,252,667		1,010,879
Residential mortgages		2,266,263		2,146,713
Consumer		2,059,096		2,059,931
Total loans	$	18,204,868	$	16,752,151

Allowance for Loan Losses by Portfolio Class

			Commercial				Commercial
	Commercial		real estate-		Total		real estate-		Construction
		non-real	owner		commercial &		income		and land		Residential
(in thousands)	estate		occupied		industrial		producing		development		mortgages		Consumer		Total
	Three months ended March 31, 2017
Allowance for loan  losses:
Beginning balance	$	147,052	$	11,083	$	158,135	$	13,509	$	6,271	$	25,361	$	26,142	$	229,418
Purchased credit impaired activity:
Charge-offs		—		—		—		—		(54)		(59)		(139)		(252)
Recoveries		2		75		77		—		23		5		29		134
Net provision for loan losses		(46)		(182)		(228)		(40)		(92)		(7)		(39)		(406)
Decrease in FDIC loss share receivable		(31)		—		(31)		—		—		(1,696)		(103)		(1,830)
Non-purchased credit impaired activity:
Charge-offs		(24,791)		(29)		(24,820)		(7)		(37)		(289)		(8,539)		(33,692)
Recoveries		936		200		1,136		375		448		108		1,714		3,781
Net provision for loan losses		8,147		375		8,522		(226)		161		383		7,557		16,397
Ending balance	$	131,269	$	11,522	$	142,791	$	13,611	$	6,720	$	23,806	$	26,622	$	213,550
Ending balance:
Allowance:
Individually evaluated for impairment	$	15,017	$	76	$	15,093	$	1,114	$	1	$	94	$	199	$	16,501
Amounts related to purchased credit impaired loans		411		787		1,198		213		283		13,286		1,019		15,999
Collectively evaluated for impairment		115,841		10,659		126,500		12,284		6,436		10,426		25,404		181,050
Total allowance	$	131,269	$	11,522	$	142,791	$	13,611	$	6,720	$	23,806	$	26,622	$	213,550
Loans:
Individually evaluated for impairment	$	231,988	$	3,894	$	235,882	$	13,599	$	1,592	$	3,236	$	2,149	$	256,458
Purchased credit impaired loans		6,693		12,468		19,161		7,669		4,326		138,260		9,951		179,367
Collectively evaluated for impairment		7,835,606		2,031,089		9,866,695		2,483,836		1,246,749		2,124,767		2,046,996		17,769,043
Total loans	$	8,074,287	$	2,047,451	$	10,121,738	$	2,505,104	$	1,252,667	$	2,266,263	$	2,059,096	$	18,204,868

			Commercial				Commercial
	Commercial		real estate-		Total		real estate-		Construction
	non-real		owner		commercial &		income		and land		Residential
(in thousands)	estate		occupied		industrial		producing		development		mortgages		Consumer		Total
	Three months ended March 31, 2016
Allowance for loan  losses:
Beginning balance	$	109,428	$	9,858	$	119,286	$	6,041	$	5,642	$	25,353	$	24,857	$	181,179
Purchased credit impaired activity:
Charge-offs		—		(28)		(28)		(1)		(18)		—		—		(47)
Recoveries		3		35		38		1		35		1		39		114
Net provision for loan losses		7		(194)		(187)		(109)		(151)		1,130		(1,179)		(496)
Decrease in FDIC loss share receivable		(17)		—		(17)		—		—		(2,153)		(19)		(2,189)
Non-purchased credit impaired activity:
Charge-offs		(17,667)		(783)		(18,450)		(115)		(110)		(175)		(5,843)		(24,693)
Recoveries		809		41		850		144		605		301		1,494		3,394
Net provision for loan losses		52,096		5,667		57,763		1,632		(1,627)		235		2,529		60,532
Ending balance	$	144,659	$	14,596	$	159,255	$	7,593	$	4,376	$	24,692	$	21,878	$	217,794
Ending balance:
Allowance:
Individually evaluated for impairment	$	26,502	$	67	$	26,569	$	1,272	$	185	$	125	$	16	$	28,167
Amounts related to purchased credit impaired loans		439		906		1,345		605		523		16,641		1,388		20,502
Collectively evaluated for impairment		117,718		13,623		131,341		5,716		3,668		7,926		20,474		169,125
Total allowance	$	144,659	$	14,596	$	159,255	$	7,593	$	4,376	$	24,692	$	21,878	$	217,794
Loans:
Individually evaluated for impairment	$	201,029	$	6,018	$	207,047	$	8,681	$	14,072	$	883	$	58	$	230,741
Purchased credit impaired loans		12,659		15,864		28,523		11,185		8,930		161,078		12,177		221,893
Collectively evaluated for impairment		6,931,718		1,901,465		8,833,183		1,732,879		1,072,412		1,839,006		2,048,010		15,525,490
Total loans	$	7,145,406	$	1,923,347	$	9,068,753	$	1,752,745	$	1,095,414	$	2,000,967	$	2,060,245	$	15,978,124

Composition of Nonaccrual Loans by Portfolio Class

	March 31,		December 31,
(in thousands)	2017		2016
Commercial non-real estate	$	198,137	$	249,037
Commercial real estate - owner occupied		11,167		14,413
Total commercial & industrial		209,304		263,450
Commercial real estate - income producing		13,348		13,954
Construction and land development		3,561		4,550
Residential mortgages		23,012		23,665
Consumer		13,424		12,351
Total loans	$	262,649	$	317,970

Troubled Debt Restructurings Modified by Portfolio Class

	Three months Ended
($ in thousands)		March 31, 2017						March 31, 2016
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
			Outstanding		Outstanding				Outstanding		Outstanding
		Number of	Recorded		Recorded			Number of	Recorded		Recorded
Troubled Debt Restructurings:		Contracts	Investment		Investment		Contracts		Investment		Investment
Commercial non-real estate		9	$	38,659	$	38,659		11	$	51,246	$	51,246
Commercial real estate - owner occupied		1		656		656		—		—		—
Total commercial & industrial		10		39,315		39,315		11		51,246		51,246
Commercial real estate - income producing		2		5,527		5,527		—		—		—
Construction and land development		—		—		—		—		—		—
Residential mortgages		1		250		250		—		—		—
Consumer		—		—		—		—		—		—
Total loans		13	$	45,092	$	45,092		11	$	51,246	$	51,246

Loans Individually Evaluated for Impairment Disaggregated by Portfolio Class

	March 31, 2017
		Recorded investment		Recorded investment		Unpaid
(in thousands)		without an allowance		with an allowance		principal balance		Related allowance
Commercial non-real estate	$	120,166	$	111,822	$	244,153	$	15,017
Commercial real estate - owner occupied		2,801		1,093		4,265		76
Total commercial & industrial		122,967		112,915		248,418		15,093
Commercial real estate - income producing		5,740		7,859		13,934		1,114
Construction and land development		1,576		16		2,556		1
Residential mortgages		2,158		1,078		3,761		94
Consumer		1,243		906		2,149		199
Total loans	$	133,684	$	122,774	$	270,818	$	16,501
	December 31, 2016
		Recorded investment		Recorded investment		Unpaid
(in thousands)		without an allowance		with an allowance		principal balance		Related allowance
Commercial non-real estate	$	150,650	$	120,612	$	295,445	$	28,187
Commercial real estate - owner occupied		4,261		2,007		6,646		246
Total commercial & industrial		154,911		122,619		302,091		28,433
Commercial real estate - income producing		10,447		4,929		15,708		466
Construction and land development		1,106		832		2,903		38
Residential mortgages		2,877		1,470		4,865		91
Consumer		—		2,154		2,155		267
Total loans	$	169,341	$	132,004	$	327,722	$	29,295

	Three Months Ended
	March 31, 2017				March 31, 2016
	Average		Interest		Average			Interest
	recorded		income		recorded			income
(in thousands)	investment		recognized		investment			recognized
Commercial non-real estate	$	251,625	$	337	$	141,326	$	182
Commercial real estate - owner occupied		5,081		4		5,713		14
Total commercial & industrial		256,706		341		147,039		196
Commercial real estate - income producing		14,487		43		9,902		22
Construction and land development		1,766		—		14,149		—
Residential mortgages		3,792		2		889		2
Consumer		2,152		2		105		1
Total loans	$	278,903	$	388	$	172,084	$	221

Age Analysis of Past Due Loans by Portfolio Class

													Recorded
					Greater than								investment
	30-59 days		60-89 days		90 days		Total				Total		> 90 days and
March 31, 2017	past due		past due		past due		past due		Current		Loans		still accruing
(in thousands)
Commercial non-real estate	$	52,677	$	15,530	$	60,536	$	128,743	$	7,945,544	$	8,074,287	$	245
Commercial real estate - owner occupied		3,907		1,726		5,578		11,211		2,036,240		2,047,451		35
Total commercial & industrial		56,584		17,256		66,114		139,954		9,981,784		10,121,738		280
Commercial real estate - income producing		4,365		1,688		4,814		10,867		2,494,237		2,505,104		185
Construction and land development		14,845		343		2,944		18,132		1,234,535		1,252,667		25
Residential mortgages		18,104		5,104		15,655		38,863		2,227,400		2,266,263		—
Consumer		16,446		5,537		7,736		29,719		2,029,377		2,059,096		100
Total	$	110,344	$	29,928	$	97,263	$	237,535	$	17,967,333	$	18,204,868	$	590

													Recorded
					Greater than								investment
	30-59 days		60-89 days		90 days		Total				Total		> 90 days and
December 31, 2016	past due		past due		past due		past due		Current		Loans		still accruing
(in thousands)
Commercial non-real estate	$	19,722	$	1,909	$	68,505	$	90,136	$	7,523,781	$	7,613,917	$	384
Commercial real estate - owner occupied		3,008		581		6,310		9,899		1,896,922		1,906,821		52
Total commercial & industrial		22,730		2,490		74,815		100,035		9,420,703		9,520,738		436
Commercial real estate - income producing		838		50		5,026		5,914		2,007,976		2,013,890		216
Construction and land development		694		171		5,300		6,165		1,004,714		1,010,879		1,563
Residential mortgages		24,599		8,816		14,369		47,784		2,098,929		2,146,713		1
Consumer		18,621		7,441		9,147		35,209		2,024,722		2,059,931		823
Total	$	67,482	$	18,968	$	108,657	$	195,107	$	16,557,044	$	16,752,151	$	3,039

Changes in Carrying Amount of Purchased Credit Impaired Loans and Related Accretable Yield

	March 31, 2017				December 31, 2016
	Carrying				Carrying
	Amount		Accretable		Amount		Accretable
(in thousands)	of Loans		Yield		of Loans		Yield
Balance at beginning of period	$	190,915	$	113,686	$	225,838	$	129,488
Payments received, net		(16,422)		(1,477)		(55,194)		(11,024)
Accretion		4,874		(4,874)		20,271		(20,271)
Increase (decrease) in expected cash flows based on actual cash flows and changes in cash flow assumptions		—		4,318		—		5,358
Net transfers to (from) nonaccretable difference to accretable yield		—		3,422		—		10,135
Balance at end of period	$	179,367	$	115,075	$	190,915	$	113,686

Activity in Loss Share Receivable

	Three months Ended
	March 31,		March 31,
(in thousands)	2017		2016
Beginning Balance	$	16,219	$	29,868
Amortization		(1,100)		(1,613)
Charge-offs, write-downs and other recoveries		(1,231)		(1,005)
External expenses qualifying under loss share agreement		131		465
Changes due to changes in cash flow projections		(1,830)		(2,189)
Net payments to FDIC		1,131		302
Ending balance	$	13,320	$	25,828

Total Commercial [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Credit Quality Indicators by Segments and Portfolio Class

	March 31, 2017
(in thousands)	Commercial non-real estate		Commercial real estate - owner-occupied		Total commercial & industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	6,839,049	$	1,840,799	$	8,679,848	$	2,292,057	$	1,139,772	$	12,111,677
Pass-Watch		296,914		46,048		342,962		141,063		93,309		577,334
Special Mention		182,128		55,919		238,047		30,360		8,311		276,718
Substandard		744,326		104,685		849,011		41,614		11,275		901,900
Doubtful		11,870		—		11,870		10		—		11,880
Total	$	8,074,287	$	2,047,451	$	10,121,738	$	2,505,104	$	1,252,667	$	13,879,509
	December 31, 2016
(in thousands)	Commercial non-real estate		Commercial real estate - owner-occupied		Total commercial & industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	6,364,348	$	1,719,114	$	8,083,462	$	1,873,644	$	968,505	$	10,925,611
Pass-Watch		203,311		47,676		250,987		78,309		22,592		351,888
Special Mention		181,763		40,299		222,062		22,492		4,142		248,696
Substandard		846,793		99,732		946,525		39,434		15,640		1,001,599
Doubtful		17,702		—		17,702		11		—		17,713
Total	$	7,613,917	$	1,906,821	$	9,520,738	$	2,013,890	$	1,010,879	$	12,545,507

Residential Mortgage and Consumer [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Credit Quality Indicators by Segments and Portfolio Class

	March 31, 2017						December 31, 2016
(in thousands)	Residential mortgage		Consumer		Total		Residential mortgage		Consumer		Total
Performing	$	2,243,251	$	2,045,572	$	4,288,823	$	2,123,048	$	2,046,757	$	4,169,805
Nonperforming		23,012		13,524		36,536		23,665		13,174		36,839
Total	$	2,266,263	$	2,059,096	$	4,325,359	$	2,146,713	$	2,059,931	$	4,206,644

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2017

Derivatives [Abstract]

Fair Values of Derivative Financial Instruments

			March 31, 2017					December 31, 2016
				Derivative (1)						Derivative (1)
(in thousands)	Type of Hedge		Notional or Contractual Amount	Assets		Liabilities		Notional or Contractual Amount		Assets		Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps	Cash Flow	$	850,000	$	37	$	8,958	$	1,100,000	$	—	$	7,787
Interest rate swaps	Fair Value		138,000		—		397		—		—		—
		$	988,000	$	37	$	9,355	$	1,100,000	$	—	$	7,787
Derivatives not designated as hedging instruments:
Interest rate swaps (2)	N/A	$	970,658	$	16,679	$	16,901	$	979,391	$	18,405	$	18,362
Risk participation agreements	N/A		100,777		41		105		84,732		50		105
Forward commitments to sell residential mortgage loans	N/A		78,398		207		1,183		75,676		900		221
Interest rate-lock commitments on residential mortgage loans	N/A		61,655		1,020		188		46,840		189		228
Foreign exchange forward contracts	N/A		54,666		651		610		56,152		771		729
		$	1,266,154	$	18,598	$	18,987	$	1,242,791	$	20,315	$	19,645
Total derivatives		$	2,254,154	$	18,635	$	28,342	$	2,342,791	$	20,315	$	27,432
Less:  netting adjustment(3)					(3,676)		(15,465)				—		—
Total derivative assets/liabilities				$	14,959	$	12,877			$	20,315	$	27,432

(1) Derivative assets and liabilities are reported at fair value in other assets or other liabilities, respectively, in the consolidated balance sheets.

(2) The notional amount represents both the customer accommodation agreements and offsetting agreements with unrelated financial institutions.

(3) Represents balance sheet netting of derivative assets and liabilities for variation margin collateral held or placed with the same central clearing counterparty.  See offsetting assets and liabilities for further information.

Offsetting Derivative Assets and Liabilities Subject to Master Netting Arrangements

(in thousands)			Gross Amounts Offset in		Net Amounts  Presented in		Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized		the Statement of Financial Position		the Statement of Financial Position		Financial Instruments		Cash Collateral		Net Amount
As of March 31, 2017
Derivative Assets	$	5,498	$	(3,639)	$	1,859	$	1,859	$	—	$	—
Derivative Liabilities	$	21,162	$	(15,499)	$	5,663	$	1,859	$	5,620	$	(1,816)

(in thousands)			Gross Amounts Offset in		Net Amounts  Presented in		Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized		the Statement of Financial Position		the Statement of Financial Position		Financial Instruments		Cash Collateral		Net Amount
As of December 31, 2016
Derivative Assets	$	4,788	$	—	$	4,788	$	4,788	$	—	$	—
Derivative Liabilities	$	26,846	$	—	$	26,846	$	4,788	$	19,095	$	2,963

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2017

Stockholders' Equity [Abstract]

Components of Accumulated Other Comprehensive Income (Loss)

	Available		HTM Securities
	for Sale		Transferred		Employee		Cash
(in thousands)	Securities		from AFS		Benefit Plans		Flow Hedges		Total
Balance, December 31, 2015	$	4,268	$	(16,795)	$	(67,890)	$	(178)	$	(80,595)
Other comprehensive income before income taxes:
Net change in unrealized gain		26,882		—		—		2,090		28,972
Reclassification of net (gain) losses realized and included in earnings		(346)		—		1,437		—		1,091
Amortization of unrealized net loss on securities transferred to HTM		—		798		—		—		798
Income tax expense		9,751		292		525		764		11,332
Balance, March 31, 2016	$	21,053	$	(16,289)	$	(66,978)	$	1,148	$	(61,066)
Balance, December 31, 2016	$	(28,679)	$	(14,392)	$	(72,501)	$	(4,960)	$	(120,532)
Other comprehensive income before income taxes:
Net change in unrealized gain (loss)		2,319		—		—		(1,135)		1,184
Reclassification of net losses realized and included in earnings		—		—		1,387		—		1,387
Amortization of unrealized net loss on securities transferred to HTM		—		650		—		—		650
Income tax expense (benefit)		843		266		504		(412)		1,201
Balance, March 31, 2017	$	(27,203)	$	(14,008)	$	(71,618)	$	(5,683)	$	(118,512)

Line Items in Consolidated Income Statements Affected by Amounts Reclassified from Accumulated Other Comprehensive Income

	Three months ended
Amount reclassified from AOCI (a)	March 31,				Affected line item on
(in thousands)		2017		2016	the income statement
Gain on sale of AFS securities	$	—	$	346	Securities transactions
Tax effect		—		(127)	Income taxes
Net of tax		—		219	Net income
Amortization of unrealized net loss on securities transferred to HTM		(650)		(798)	Interest income
Tax effect		266		292	Income taxes
Net of tax		(384)		(506)	Net income
Amortization of defined benefit pension and post-retirement items		(1,387)		(1,437)	Employee benefits expense (b)
Tax effect		504		525	Income taxes
Net of tax		(883)		(912)	Net income
Total reclassifications, net of tax	$	(1,267)	$	(1,199)	Net income

(a) Amounts in parenthesis indicate reduction in net income.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension and post-retirement cost that is reported with employee benefits expense (see Note 11 for additional details).

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Other Noninterest Income (Tables)

3 Months Ended

Mar. 31, 2017

Other Noninterest Income [Abstract]

Components of Other Noninterest Income

	Three months Ended
	March 31,
(in thousands)	2017		2016
Income from bank-owned life insurance	$	2,652	$	2,550
Credit related fees		2,878		2,357
Derivative income		465		(139)
Net gain on sale of assets		4,125		1,766
Safety deposit box income		449		478
Other miscellaneous		2,306		2,334
Total other noninterest income	$	12,875	$	9,346

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Other Noninterest Expense (Tables)

3 Months Ended

Mar. 31, 2017

Other Noninterest Expense [Abstract]

Components of Other Noninterest Expense

	Three months Ended
	March 31,
(in thousands)	2017		2016
Advertising	$	3,077	$	2,357
Ad valorem and franchise taxes		3,036		2,303
Printing and supplies		1,178		1,111
Insurance expense		817		835
Travel expense		1,059		949
Entertainment and contributions		1,783		1,632
Tax credit investment amortization		1,212		1,743
Other miscellaneous		6,468		5,779
Total other noninterest expense	$	18,630	$	16,709

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Computation of Earnings Per Common Share

	Three months Ended
	March 31,
(in thousands, except per share data)	2017		2016
Numerator:
Net income to common shareholders	$	49,014	$	3,839
Net income allocated to participating securities - basic and diluted		1,156		97
Net income allocated to common shareholders - basic and diluted	$	47,858	$	3,742
Denominator:
Weighted-average common shares - basic	$	84,365	$	77,501
Dilutive potential common shares		259		171
Weighted-average common shares - diluted	$	84,624	$	77,672
Earnings per common share:
Basic	$	0.57	$	0.05
Diluted	$	0.57	$	0.05

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Retirement Plans (Tables)

3 Months Ended

Mar. 31, 2017

Retirement Plans [Abstract]

Components of Net Periodic Benefits Cost

					Other Post-
(in thousands)	Pension Benefits				retirement Benefits
Three Months Ended March 31,	2017		2016		2017		2016
Service cost	$	3,750	$	3,265	$	48	$	29
Interest cost		4,123		4,988		180		206
Expected return on plan assets		(8,750)		(8,891)		—		—
Amortization of net loss		1,435		1,468		(48)		(31)
Net periodic benefit cost	$	558	$	830	$	180	$	204

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Share-Based Payment Arrangements (Tables)

3 Months Ended

Mar. 31, 2017

Share-Based Payment Arrangements [Abstract]

Summary of Option Activity

				Weighted
				Average
		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Term	Intrinsic
Options	Shares	Price		(Years)	Value ($000)
Outstanding at January 1, 2017	456,258	$	35.91		$	3,734
Exercised/Released	(256,611)		33.71			3,270
Cancelled/Forfeited	(538)		32.09			6
Expired	(689)		44.91
Outstanding at March 31, 2017	198,420	$	38.74	2.91	$	1,728
Exercisable at March 31, 2017	177,151	$	39.83	2.64	$	1,392

Summary of Nonvested Restricted and Performance Shares

			Weighted
			Average
	Number of		Grant Date
	Shares		Fair Value
Nonvested at January 1, 2017	2,152,119	$	32.12
Granted	49,558		40.82
Vested	(9,607)		31.81
Forfeited	(20,446)		32.51
Nonvested at March 31, 2017	2,171,624	$	32.32

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value [Abstract]

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

	March 31, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. Treasury and government agency securities	$	—	$	74,496	$	—	$	74,496
Municipal obligations		—		241,036		—		241,036
Corporate debt securities		—		3,500		—		3,500
Residential mortgage-backed securities		—		1,559,417		—		1,559,417
Commercial mortgage-backed securities		—		428,048		—		428,048
Collateralized mortgage obligations		—		192,264		—		192,264
Total available for sale securities		—		2,498,761		—		2,498,761
Derivative assets (1)		—		14,959		—		14,959
Total recurring fair value measurements - assets	$	—	$	2,513,720	$	—	$	2,513,720
Liabilities
Derivative liabilities (1)	$	—	$	12,877	$	—	$	12,877
Total recurring fair value measurements - liabilities	$	—	$	12,877	$	—	$	12,877

(1) For further disaggregation of derivative assets and liabilities, see Note 6 - Derivatives.

	December 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. Treasury and government agency securities	$	—	$	54,828	$	—	$	54,828
Municipal obligations		—		242,155		—		242,155
Corporate debt securities		—		3,500		—		3,500
Residential mortgage-backed securities		—		1,611,355		—		1,611,355
Commercial mortgage-backed securities		—		402,591		—		402,591
Collateralized mortgage obligations		—		202,479		—		202,479
Total available for sale securities		—		2,516,908		—		2,516,908
Derivative assets (1)		—		20,315		—		20,315
Total recurring fair value measurements - assets	$	—	$	2,537,223	$	—	$	2,537,223
Liabilities
Derivative liabilities (1)	$	—	$	27,432	$	—	$	27,432
Total recurring fair value measurements - liabilities	$	—	$	27,432	$	—	$	27,432

(1) For further disaggregation of derivative assets and liabilities, see Note 6 - Derivatives.

Financial Assets Measured at Fair Value on Nonrecurring Basis

	March 31, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Collateral-dependent impaired loans	$	—	$	143,327	$	—	$	143,327
Other real estate owned		—		—		9,295		9,295
Total nonrecurring fair value measurements	$	—	$	143,327	$	9,295	$	152,622

	December 31, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Collateral-dependent impaired loans	$	—	$	169,888	$	—	$	169,888
Other real estate owned		—		—		13,968		13,968
Total nonrecurring fair value measurements	$	—	$	169,888	$	13,968	$	183,856

Estimated Fair Values of Financial Instruments

	March 31, 2017
							Total Fair		Carrying
(in thousands)	Level 1		Level 2		Level 3		Value		Amount
Financial assets:
Cash, interest-bearing bank deposits, and federal funds sold	$	384,587	$	—	$	—	$	384,587	$	384,587
Available for sale securities		—		2,498,761		—		2,498,761		2,498,761
Held to maturity securities		—		2,477,420		—		2,477,420		2,502,512
Loans, net		—		143,327		17,580,123		17,723,450		17,991,318
Loans held for sale		—		20,883		—		20,883		20,883
Derivative financial instruments		—		14,959		—		14,959		14,959
Financial liabilities:
Deposits	$	—	$	—	$	19,927,363	$	19,927,363	$	19,922,020
Federal funds purchased		16,321		—		—		16,321		16,321
Securities sold under  agreements to repurchase		444,788		—		—		444,788		444,788
FHLB short-term borrowings		1,660,823		—		—		1,660,823		1,660,823
Long-term debt		—		524,039		—		524,039		525,082
Derivative financial instruments		—		12,877		—		12,877		12,877

	December 31, 2016
							Total Fair		Carrying
(in thousands)	Level 1		Level 2		Level 3		Value		Amount
Financial assets:
Cash, interest-bearing bank deposits, and federal funds sold	$	450,866	$	—	$	—	$	450,866	$	450,866
Available for sale securities		—		2,516,908		—		2,516,908		2,516,908
Held to maturity securities		—		2,470,117		—		2,470,117		2,500,220
Loans, net		—		169,888		16,326,961		16,496,849		16,522,733
Loans held for sale		—		34,064		—		34,064		34,064
Derivative financial instruments		—		20,315		—		20,315		20,315
Financial liabilities:
Deposits	$	—	$	—	$	19,430,939	$	19,430,939	$	19,424,266
Federal funds purchased		2,275		—		—		2,275		2,275
Securities sold under  agreements to repurchase		358,131		—		—		358,131		358,131
FHLB short-term borrowings		865,000		—		—		865,000		865,000
Long-term debt		—		435,747		—		435,747		436,280
Derivative financial instruments		—		27,432		—		27,432		27,432

XML

Acquisition (Narrative) (Detail) $ in Thousands		3 Months Ended
	Mar. 10, 2017 USD ($) entity	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Business Acquisition [Line Items]
Acquisition, debt assumed	$ 93,120
Short-term borrowings		$ 2,121,932		$ 1,225,406
Long-term borrowings		525,082		436,280
Identifiable intangible assets	3,900
Goodwill	95,568	716,761		$ 621,193
Revenue		181,691	$ 162,836
Merger-related charges		6,500
Professional Fees		11,276	7,621
Other expense		18,630	$ 16,709
Fair value discount		52,700
Acquisition, debt assumed	$ 1,607
Whitney Bank [Member]
Business Acquisition [Line Items]
Number of branches | entity	9
Net of cash acquired	$ 323,000
Cash consideration	326,000
Cash acquired	3,000
Acquisition, Premium amount to pay	41,600
FHLB Borrowings [Member]
Business Acquisition [Line Items]
Acquisition, debt assumed	$ 604,000
Variable-rate Term Notes [Member] | FHLB Borrowings [Member]
Business Acquisition [Line Items]
Short-term borrowings		460,000
Fixed-rate Term Notes [Member] | FHLB Borrowings [Member]
Business Acquisition [Line Items]
Short-term borrowings		$ 51,000
Maturity year		2017
Long-term borrowings		$ 93,100
FNBC [Member]
Business Acquisition [Line Items]
Revenue		5,100
Estimated net income		2,900
Professional Fees		4,600
Other expense		1,500
$200 Debt Due 2025 [Member] | Variable-rate Term Notes [Member] | FHLB Borrowings [Member]
Business Acquisition [Line Items]
Short-term borrowings		$ 200,000
Maturity year		2025
$260 Debt Due 2026 [Member] | Variable-rate Term Notes [Member] | FHLB Borrowings [Member]
Business Acquisition [Line Items]
Short-term borrowings		$ 260,000
Maturity year		2026
$88 Debt Due 2018 [Member] | Fixed-rate Term Notes [Member] | FHLB Borrowings [Member]
Business Acquisition [Line Items]
Maturity year		2018
Long-term borrowings		$ 88,000
$3.2 Debt Due 2019 [Member] | Fixed-rate Term Notes [Member] | FHLB Borrowings [Member]
Business Acquisition [Line Items]
Maturity year		2019
Long-term borrowings		$ 3,200
$1.9 Debt Due 2023 [Member] | Fixed-rate Term Notes [Member] | FHLB Borrowings [Member]
Business Acquisition [Line Items]
Maturity year		2023
Long-term borrowings		$ 1,900

XML

Acquisition (Schedule of Fair Value of Net Assets Acquired) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Mar. 10, 2017	Dec. 31, 2016
Acquisition [Abstract]
Cash and due from banks		$ 2,856
Loans		1,211,523
Property and equipment		12,332
Accrued interest receivable		2,969
Identifiable intangible assets		3,900
Other assets		63
Total identifiable assets		1,233,643
Deposits		398,171
Short-term borrowings		510,749
Long-term debt		93,120
Other liabilities		1,607
Total liabilities		1,003,647
Net identifiable assets acquired		229,996
Goodwill	$ 716,761	95,568	$ 621,193
Net assets acquired		$ 325,564

XML

Securities (Narrative) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) item	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Securities [Abstract]
Securities classified as trading	$ 0		$ 0
Proceeds from sales of securities available for sale		$ 47,774
Realized gain	300
Securities pledged as collateral	$ 4,000,000		$ 3,800,000
Sale of securities | item	0

XML

Securities (Amortized Cost and Fair Value of Securities Available for Sale) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
Securities Available for Sale, Amortized Cost	$ 2,541,535	$ 2,562,000
Securities Available for Sale, Gross Unrealized Gains	11,236	11,195
Securities Available for Sale, Gross Unrealized Losses	54,010	56,287
Securities Available for Sale, Fair Value	2,498,761	2,516,908
U.S. Treasury And Government Agency Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available for Sale, Amortized Cost	76,049	56,751
Securities Available for Sale, Gross Unrealized Losses	1,553	1,923
Securities Available for Sale, Fair Value	74,496	54,828
Municipal Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available for Sale, Amortized Cost	251,416	253,228
Securities Available for Sale, Gross Unrealized Gains	157	113
Securities Available for Sale, Gross Unrealized Losses	10,537	11,186
Securities Available for Sale, Fair Value	241,036	242,155
Residential Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available for Sale, Amortized Cost	1,568,001	1,620,191
Securities Available for Sale, Gross Unrealized Gains	10,377	10,592
Securities Available for Sale, Gross Unrealized Losses	18,961	19,428
Securities Available for Sale, Fair Value	1,559,417	1,611,355
Commercial Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available for Sale, Amortized Cost	450,197	425,750
Securities Available for Sale, Gross Unrealized Gains	211
Securities Available for Sale, Gross Unrealized Losses	22,360	23,159
Securities Available for Sale, Fair Value	428,048	402,591
Collateralized Mortgage Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available for Sale, Amortized Cost	192,372	202,580
Securities Available for Sale, Gross Unrealized Gains	491	490
Securities Available for Sale, Gross Unrealized Losses	599	591
Securities Available for Sale, Fair Value	192,264	202,479
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available for Sale, Amortized Cost	3,500	3,500
Securities Available for Sale, Fair Value	$ 3,500	$ 3,500

XML

Securities (Amortized Cost and Fair Value of Securities Held to Maturity) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Schedule of Held-to-maturity Securities [Line Items]
Securities Held to Maturity, Amortized Cost	$ 2,502,512	$ 2,500,220
Securities Held to Maturity, Gross Unrealized Gains	8,414	7,896
Securities Held to Maturity, Gross Unrealized Losses	33,506	37,999
Securities Held to Maturity, Fair Value	2,477,420	2,470,117
U.S. Treasury And Government Agency Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Securities Held to Maturity, Amortized Cost	50,000	50,000
Securities Held to Maturity, Gross Unrealized Losses	55	44
Securities Held to Maturity, Fair Value	49,945	49,956
Municipal Obligations [Member]
Schedule of Held-to-maturity Securities [Line Items]
Securities Held to Maturity, Amortized Cost	734,075	648,093
Securities Held to Maturity, Gross Unrealized Gains	3,345	2,147
Securities Held to Maturity, Gross Unrealized Losses	17,604	20,175
Securities Held to Maturity, Fair Value	719,816	630,065
Residential Mortgage-Backed Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Securities Held to Maturity, Amortized Cost	830,522	862,162
Securities Held to Maturity, Gross Unrealized Gains	3,481	4,329
Securities Held to Maturity, Gross Unrealized Losses	1,980	3,068
Securities Held to Maturity, Fair Value	832,023	863,423
Commercial Mortgage-Backed Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Securities Held to Maturity, Amortized Cost	75,722	75,739
Securities Held to Maturity, Gross Unrealized Losses	4,348	4,038
Securities Held to Maturity, Fair Value	71,374	71,701
Collateralized Mortgage Obligations [Member]
Schedule of Held-to-maturity Securities [Line Items]
Securities Held to Maturity, Amortized Cost	812,193	864,226
Securities Held to Maturity, Gross Unrealized Gains	1,588	1,420
Securities Held to Maturity, Gross Unrealized Losses	9,519	10,674
Securities Held to Maturity, Fair Value	$ 804,262	$ 854,972

XML

Securities (Amortized Cost and Fair Value of Debt Securities by Contractual Maturity) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Securities [Abstract]
Debt Securities Available for Sale, Due in one year or less, Amortized Cost	$ 4,711
Debt Securities Available for Sale, Due after one year through five years, Amortized Cost	40,658
Debt Securities Available for Sale, Due after five years through ten years, Amortized Cost	1,025,204
Debt Securities Available for Sale, Due after ten years, Amortized Cost	1,470,962
Total available for sale debt securities, Amortized Cost	2,541,535
Debt Securities Available for Sale, Due in one year or less, Fair Value	4,735
Debt Securities Available for Sale, Due after one year through five years, Fair Value	41,205
Debt Securities Available for Sale, Due after five years through ten years, Fair Value	999,011
Debt Securities Available for Sale, Due after ten years, Fair Value	1,453,810
Total available for sale debt securities, Fair Value	2,498,761
Debt Securities Held to Maturity, Due in one year or less, Amortized Cost	10,520
Debt Securities Held to Maturity, Due after one year through five years, Amortized Cost	124,250
Debt Securities Held to Maturity, Due after five years through ten years, Amortized Cost	838,244
Debt Securities Held to Maturity, Due after ten years, Amortized Cost	1,529,498
Securities Held to Maturity, Amortized Cost	2,502,512	$ 2,500,220
Debt Securities Held to Maturity, Due in one year or less, Fair Value	10,624
Debt Securities Held to Maturity, Due after one year through five years, Fair Value	125,558
Debt Securities Held to Maturity, Due after five years through ten years, Fair Value	817,979
Debt Securities Held to Maturity, Due after ten years, Fair Value	1,523,259
Total held to maturity securities, Fair Value	$ 2,477,420	$ 2,470,117

XML

Securities (Securities Available for Sale with Unrealized Losses) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
Available for Sale, Losses less than 12 months, Fair Value	$ 1,835,939	$ 1,857,312
Available for Sale, Losses less than 12 months, Gross Unrealized Losses	53,934	56,218
Available for Sale, Losses 12 months or longer, Fair Value	3,110	3,738
Available for Sale, Losses 12 months or longer, Gross Unrealized Losses	76	69
Available for Sale, Total, Fair Value	1,839,049	1,861,050
Available for Sale, Total, Gross Unrealized Losses	54,010	56,287
U.S. Treasury And Government Agency Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available for Sale, Losses less than 12 months, Fair Value	74,460	54,788
Available for Sale, Losses less than 12 months, Gross Unrealized Losses	1,553	1,923
Available for Sale, Total, Fair Value	74,460	54,788
Available for Sale, Total, Gross Unrealized Losses	1,553	1,923
Municipal Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Available for Sale, Losses less than 12 months, Fair Value	228,433	228,588
Available for Sale, Losses less than 12 months, Gross Unrealized Losses	10,537	11,186
Available for Sale, Total, Fair Value	228,433	228,588
Available for Sale, Total, Gross Unrealized Losses	10,537	11,186
Residential Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available for Sale, Losses less than 12 months, Fair Value	1,051,706	1,087,644
Available for Sale, Losses less than 12 months, Gross Unrealized Losses	18,885	19,359
Available for Sale, Losses 12 months or longer, Fair Value	3,110	3,738
Available for Sale, Losses 12 months or longer, Gross Unrealized Losses	76	69
Available for Sale, Total, Fair Value	1,054,816	1,091,382
Available for Sale, Total, Gross Unrealized Losses	18,961	19,428
Commercial Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available for Sale, Losses less than 12 months, Fair Value	403,123	402,591
Available for Sale, Losses less than 12 months, Gross Unrealized Losses	22,360	23,159
Available for Sale, Total, Fair Value	403,123	402,591
Available for Sale, Total, Gross Unrealized Losses	22,360	23,159
Collateralized Mortgage Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Available for Sale, Losses less than 12 months, Fair Value	78,217	83,701
Available for Sale, Losses less than 12 months, Gross Unrealized Losses	599	591
Available for Sale, Total, Fair Value	78,217	83,701
Available for Sale, Total, Gross Unrealized Losses	$ 599	$ 591

XML

Securities (Securities Held to Maturity with Unrealized Losses) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Schedule of Held-to-maturity Securities [Line Items]
Held to maturity, Losses less than 12 months, Fair Value	$ 1,361,621	$ 1,513,235
Held to maturity, Losses less than 12 months, Gross Unrealized Losses	30,057	34,152
Held to maturity, Losses 12 months or longer, Fair Value	111,280	127,125
Held to maturity, Losses 12 months or longer, Gross Unrealized Losses	3,449	3,847
Held to maturity, Total, Fair Value	1,472,901	1,640,360
Held to maturity, Total, Gross Unrealized Losses	33,506	37,999
U.S. Treasury And Government Agency Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held to maturity, Losses less than 12 months, Fair Value	49,946	49,956
Held to maturity, Losses less than 12 months, Gross Unrealized Losses	55	44
Held to maturity, Total, Fair Value	49,946	49,956
Held to maturity, Total, Gross Unrealized Losses	55	44
Municipal Obligations [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held to maturity, Losses less than 12 months, Fair Value	454,266	494,470
Held to maturity, Losses less than 12 months, Gross Unrealized Losses	17,331	19,706
Held to maturity, Losses 12 months or longer, Fair Value	7,269	11,750
Held to maturity, Losses 12 months or longer, Gross Unrealized Losses	273	469
Held to maturity, Total, Fair Value	461,535	506,220
Held to maturity, Total, Gross Unrealized Losses	17,604	20,175
Residential Mortgage-Backed Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held to maturity, Losses less than 12 months, Fair Value	279,443	278,369
Held to maturity, Losses less than 12 months, Gross Unrealized Losses	1,980	3,068
Held to maturity, Total, Fair Value	279,443	278,369
Held to maturity, Total, Gross Unrealized Losses	1,980	3,068
Commercial Mortgage-Backed Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held to maturity, Losses less than 12 months, Fair Value	71,373	71,701
Held to maturity, Losses less than 12 months, Gross Unrealized Losses	4,348	4,038
Held to maturity, Total, Fair Value	71,373	71,701
Held to maturity, Total, Gross Unrealized Losses	4,348	4,038
Collateralized Mortgage Obligations [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held to maturity, Losses less than 12 months, Fair Value	506,593	618,739
Held to maturity, Losses less than 12 months, Gross Unrealized Losses	6,343	7,296
Held to maturity, Losses 12 months or longer, Fair Value	104,011	115,375
Held to maturity, Losses 12 months or longer, Gross Unrealized Losses	3,176	3,378
Held to maturity, Total, Fair Value	610,604	734,114
Held to maturity, Total, Gross Unrealized Losses	$ 9,519	$ 10,674

XML

Loans and Allowance for Loan Losses (Narrative) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) contract agreement	Mar. 31, 2016 USD ($) contract	Dec. 31, 2016 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Nonaccrual loans	$ 262,649		$ 317,970
TDRs both accruing and nonaccruing	159,900		121,700
Post-Modification outstanding recorded investment	$ 45,092	$ 51,246
Number of TDRs subsequently defaulted | contract	0	0
TDRs and loans impaired with minimum aggregate relationship balances	$ 1,000
Real estate acquired through foreclosure	17,068		18,884
Loans held for sale	20,883		34,064
Short-term borrowings	$ 2,121,932		1,225,406
Performing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Period for which payments of principal and interest are past due	less than 90 days
Troubled Debt Restructurings [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Nonaccrual loans	$ 112,600		81,900
Troubled Debt Restructurings [Member] | Loans With Extended Amortization Terms Or Other Payment Concessions [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Extended terms and other payment concessions	27,400	$ 26,800
Troubled Debt Restructurings [Member] | Loans With Significant Covenant Waivers [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Convenant waivers	10,700
Troubled Debt Restructurings [Member] | Loans With Other Modifications [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Post-Modification outstanding recorded investment	$ 6,900
Other Modifications		24,600
FDIC Loss Share Agreement [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of loss share agreements | agreement	2
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Nonaccrual loans	$ 13,424		12,351
Real estate in process of foreclosure	7,500		10,100
Real estate acquired through foreclosure	3,100
Consumer [Member] | FDIC Loss Share Agreement [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Real estate in process of foreclosure	3,700		4,900
Real estate acquired through foreclosure	$ 700		$ 900
Non-Single Family Portfolio [Member] | FDIC Loss Share Agreement [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recovery period	3 years
Percentage of recoveries on reimbursed losses due to FDIC	80.00%
Single Family Portfolio [Member] | FDIC Loss Share Agreement [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans covered by loss share agreement	$ 143,800	$ 168,100

XML

Loans and Allowance for Loan Losses (Loans, Net of Unearned Income) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	$ 18,204,868	$ 16,752,151	$ 15,978,124
Total Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	13,879,509	12,545,507
Residential Mortgages [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	2,266,263	2,146,713	2,000,967
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	2,059,096	2,059,931	2,060,245
Commercial Real Estate - Income Producing [Member] | Total Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	2,505,104	2,013,890	1,752,745
Construction and Land Development [Member] | Total Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	1,252,667	1,010,879	1,095,414
Total Commercial & Industrial [Member] | Total Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	10,121,738	9,520,738	9,068,753
Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Total Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	8,074,287	7,613,917	7,145,406
Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | Total Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans	$ 2,047,451	$ 1,906,821	$ 1,923,347

XML

Loans and Allowance for Loan Losses (Allowance for Loan Losses by Portfolio Class) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	$ 229,418	$ 181,179
Allowance for loan losses: Net provision for loan losses	15,991	60,036
Allowance for loan losses: Decrease in FDIC loss share receivable	(1,830)	(2,189)
Allowance for loan losses: Ending balance	213,550	217,794
Allowance for loan losses: Individually evaluated for impairment	16,501	28,167
Allowance for loan losses: Amounts related to purchased credit impaired loans	15,999	20,502
Allowance for loan losses: Collectively evaluated for impairment	181,050	169,125
Loans: Individually evaluated for impairment	256,458	230,741
Loans: Purchased credit impaired loans	179,367	221,893	$ 190,915	$ 225,838
Loans: Collectively evaluated for impairment	17,769,043	15,525,490
Loans: Total loans	18,204,868	15,978,124	16,752,151
Total Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans: Total loans	13,879,509		12,545,507
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	13,509	6,041
Allowance for loan losses: Ending balance	13,611	7,593
Allowance for loan losses: Individually evaluated for impairment	1,114	1,272
Allowance for loan losses: Amounts related to purchased credit impaired loans	213	605
Allowance for loan losses: Collectively evaluated for impairment	12,284	5,716
Loans: Individually evaluated for impairment	13,599	8,681
Loans: Purchased credit impaired loans	7,669	11,185
Loans: Collectively evaluated for impairment	2,483,836	1,732,879
Loans: Total loans	2,505,104	1,752,745	2,013,890
Total Commercial [Member] | Construction and Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	6,271	5,642
Allowance for loan losses: Ending balance	6,720	4,376
Allowance for loan losses: Individually evaluated for impairment	1	185
Allowance for loan losses: Amounts related to purchased credit impaired loans	283	523
Allowance for loan losses: Collectively evaluated for impairment	6,436	3,668
Loans: Individually evaluated for impairment	1,592	14,072
Loans: Purchased credit impaired loans	4,326	8,930
Loans: Collectively evaluated for impairment	1,246,749	1,072,412
Loans: Total loans	1,252,667	1,095,414	1,010,879
Residential Mortgages [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	25,361	25,353
Allowance for loan losses: Ending balance	23,806	24,692
Allowance for loan losses: Individually evaluated for impairment	94	125
Allowance for loan losses: Amounts related to purchased credit impaired loans	13,286	16,641
Allowance for loan losses: Collectively evaluated for impairment	10,426	7,926
Loans: Individually evaluated for impairment	3,236	883
Loans: Purchased credit impaired loans	138,260	161,078
Loans: Collectively evaluated for impairment	2,124,767	1,839,006
Loans: Total loans	2,266,263	2,000,967	2,146,713
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	26,142	24,857
Allowance for loan losses: Ending balance	26,622	21,878
Allowance for loan losses: Individually evaluated for impairment	199	16
Allowance for loan losses: Amounts related to purchased credit impaired loans	1,019	1,388
Allowance for loan losses: Collectively evaluated for impairment	25,404	20,474
Loans: Individually evaluated for impairment	2,149	58
Loans: Purchased credit impaired loans	9,951	12,177
Loans: Collectively evaluated for impairment	2,046,996	2,048,010
Loans: Total loans	2,059,096	2,060,245	2,059,931
Purchased Credit Impaired Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(252)	(47)
Allowance for loan losses: Recoveries	134	114
Allowance for loan losses: Net provision for loan losses	(406)	(496)
Allowance for loan losses: Decrease in FDIC loss share receivable	(1,830)	(2,189)
Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Commercial Real Estate - Income Producing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs		(1)
Allowance for loan losses: Recoveries		1
Allowance for loan losses: Net provision for loan losses	(40)	(109)
Allowance for loan losses: Decrease in FDIC loss share receivable
Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Construction and Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(54)	(18)
Allowance for loan losses: Recoveries	23	35
Allowance for loan losses: Net provision for loan losses	(92)	(151)
Allowance for loan losses: Decrease in FDIC loss share receivable
Purchased Credit Impaired Loans [Member] | Residential Mortgages [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(59)
Allowance for loan losses: Recoveries	5	1
Allowance for loan losses: Net provision for loan losses	(7)	1,130
Allowance for loan losses: Decrease in FDIC loss share receivable	(1,696)	(2,153)
Purchased Credit Impaired Loans [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(139)
Allowance for loan losses: Recoveries	29	39
Allowance for loan losses: Net provision for loan losses	(39)	(1,179)
Allowance for loan losses: Decrease in FDIC loss share receivable	(103)	(19)
Non-Purchased Credit Impaired Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(33,692)	(24,693)
Allowance for loan losses: Recoveries	3,781	3,394
Allowance for loan losses: Net provision for loan losses	16,397	60,532
Non-Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Commercial Real Estate - Income Producing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(7)	(115)
Allowance for loan losses: Recoveries	375	144
Allowance for loan losses: Net provision for loan losses	(226)	1,632
Non-Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Construction and Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(37)	(110)
Allowance for loan losses: Recoveries	448	605
Allowance for loan losses: Net provision for loan losses	161	(1,627)
Non-Purchased Credit Impaired Loans [Member] | Residential Mortgages [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(289)	(175)
Allowance for loan losses: Recoveries	108	301
Allowance for loan losses: Net provision for loan losses	383	235
Non-Purchased Credit Impaired Loans [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(8,539)	(5,843)
Allowance for loan losses: Recoveries	1,714	1,494
Allowance for loan losses: Net provision for loan losses	7,557	2,529
Total Commercial & Industrial [Member] | Total Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	158,135	119,286
Allowance for loan losses: Ending balance	142,791	159,255
Allowance for loan losses: Individually evaluated for impairment	15,093	26,569
Allowance for loan losses: Amounts related to purchased credit impaired loans	1,198	1,345
Allowance for loan losses: Collectively evaluated for impairment	126,500	131,341
Loans: Individually evaluated for impairment	235,882	207,047
Loans: Purchased credit impaired loans	19,161	28,523
Loans: Collectively evaluated for impairment	9,866,695	8,833,183
Loans: Total loans	10,121,738	9,068,753	9,520,738
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Non-Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	147,052	109,428
Allowance for loan losses: Ending balance	131,269	144,659
Allowance for loan losses: Individually evaluated for impairment	15,017	26,502
Allowance for loan losses: Amounts related to purchased credit impaired loans	411	439
Allowance for loan losses: Collectively evaluated for impairment	115,841	117,718
Loans: Individually evaluated for impairment	231,988	201,029
Loans: Purchased credit impaired loans	6,693	12,659
Loans: Collectively evaluated for impairment	7,835,606	6,931,718
Loans: Total loans	8,074,287	7,145,406	7,613,917
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Real Estate - Owner Occupied [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Beginning balance	11,083	9,858
Allowance for loan losses: Ending balance	11,522	14,596
Allowance for loan losses: Individually evaluated for impairment	76	67
Allowance for loan losses: Amounts related to purchased credit impaired loans	787	906
Allowance for loan losses: Collectively evaluated for impairment	10,659	13,623
Loans: Individually evaluated for impairment	3,894	6,018
Loans: Purchased credit impaired loans	12,468	15,864
Loans: Collectively evaluated for impairment	2,031,089	1,901,465
Loans: Total loans	2,047,451	1,923,347	$ 1,906,821
Total Commercial & Industrial [Member] | Purchased Credit Impaired Loans [Member] | Total Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs		(28)
Allowance for loan losses: Recoveries	77	38
Allowance for loan losses: Net provision for loan losses	(228)	(187)
Allowance for loan losses: Decrease in FDIC loss share receivable	(31)	(17)
Total Commercial & Industrial [Member] | Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Commercial Non-Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs
Allowance for loan losses: Recoveries	2	3
Allowance for loan losses: Net provision for loan losses	(46)	7
Allowance for loan losses: Decrease in FDIC loss share receivable	(31)	(17)
Total Commercial & Industrial [Member] | Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Commercial Real Estate - Owner Occupied [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs		(28)
Allowance for loan losses: Recoveries	75	35
Allowance for loan losses: Net provision for loan losses	(182)	(194)
Allowance for loan losses: Decrease in FDIC loss share receivable
Total Commercial & Industrial [Member] | Non-Purchased Credit Impaired Loans [Member] | Total Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(24,820)	(18,450)
Allowance for loan losses: Recoveries	1,136	850
Allowance for loan losses: Net provision for loan losses	8,522	57,763
Total Commercial & Industrial [Member] | Non-Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Commercial Non-Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(24,791)	(17,667)
Allowance for loan losses: Recoveries	936	809
Allowance for loan losses: Net provision for loan losses	8,147	52,096
Total Commercial & Industrial [Member] | Non-Purchased Credit Impaired Loans [Member] | Total Commercial [Member] | Commercial Real Estate - Owner Occupied [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Charge-offs	(29)	(783)
Allowance for loan losses: Recoveries	200	41
Allowance for loan losses: Net provision for loan losses	$ 375	$ 5,667

XML

Loans and Allowance for Loan Losses (Composition of Nonaccrual Loans by Portfolio Class) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	$ 262,649	$ 317,970
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	13,348	13,954
Total Commercial [Member] | Construction and Land Development [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	3,561	4,550
Residential Mortgages [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	23,012	23,665
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	13,424	12,351
Total Commercial & Industrial [Member] | Total Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	209,304	263,450
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Non-Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	198,137	249,037
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Real Estate - Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	$ 11,167	$ 14,413

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Loans and Allowance for Loan Losses (Troubled Debt Restructurings Modified by Portfolio Class) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) contract	Mar. 31, 2016 USD ($) contract
Financing Receivable, Modifications [Line Items]
Number of Contracts | contract	13	11
Pre-Modification Outstanding Recorded Investment	$ 45,092	$ 51,246
Post-Modification Outstanding Recorded Investment	$ 45,092	$ 51,246
Total Commercial [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts | contract	10	11
Pre-Modification Outstanding Recorded Investment	$ 39,315	$ 51,246
Post-Modification Outstanding Recorded Investment	$ 39,315	$ 51,246
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts | contract	2
Pre-Modification Outstanding Recorded Investment	$ 5,527
Post-Modification Outstanding Recorded Investment	$ 5,527
Total Commercial [Member] | Construction and Land Development [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts | contract
Pre-Modification Outstanding Recorded Investment
Post-Modification Outstanding Recorded Investment
Residential Mortgages [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts | contract	1
Pre-Modification Outstanding Recorded Investment	$ 250
Post-Modification Outstanding Recorded Investment	$ 250
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Non-Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts | contract	9	11
Pre-Modification Outstanding Recorded Investment	$ 38,659	$ 51,246
Post-Modification Outstanding Recorded Investment	$ 38,659	$ 51,246
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Real Estate - Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts | contract	1
Pre-Modification Outstanding Recorded Investment	$ 656
Post-Modification Outstanding Recorded Investment	$ 656

XML

Loans and Allowance for Loan Losses (Loans Individually Evaluated for Impairment Disaggregated by Portfolio Class) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	$ 133,684		$ 169,341
Recorded investment with an allowance	122,774		132,004
Unpaid principal balance	270,818		327,722
Related allowance	16,501		29,295
Average recorded investment	278,903	$ 172,084
Interest income recognized	388	221
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member]
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	5,740		10,447
Recorded investment with an allowance	7,859		4,929
Unpaid principal balance	13,934		15,708
Related allowance	1,114		466
Average recorded investment	14,487	9,902
Interest income recognized	43	22
Total Commercial [Member] | Construction and Land Development [Member]
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	1,576		1,106
Recorded investment with an allowance	16		832
Unpaid principal balance	2,556		2,903
Related allowance	1		38
Average recorded investment	1,766	14,149
Interest income recognized
Residential Mortgages [Member]
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	2,158		2,877
Recorded investment with an allowance	1,078		1,470
Unpaid principal balance	3,761		4,865
Related allowance	94		91
Average recorded investment	3,792	889
Interest income recognized	2	2
Consumer [Member]
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	1,243
Recorded investment with an allowance	906		2,154
Unpaid principal balance	2,149		2,155
Related allowance	199		267
Average recorded investment	2,152	105
Interest income recognized	2	1
Total Commercial & Industrial [Member] | Total Commercial [Member]
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	122,967		154,911
Recorded investment with an allowance	112,915		122,619
Unpaid principal balance	248,418		302,091
Related allowance	15,093		28,433
Average recorded investment	256,706	147,039
Interest income recognized	341	196
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Non-Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	120,166		150,650
Recorded investment with an allowance	111,822		120,612
Unpaid principal balance	244,153		295,445
Related allowance	15,017		28,187
Average recorded investment	251,625	141,326
Interest income recognized	337	182
Total Commercial & Industrial [Member] | Total Commercial [Member] | Commercial Real Estate - Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Recorded investment without an allowance	2,801		4,261
Recorded investment with an allowance	1,093		2,007
Unpaid principal balance	4,265		6,646
Related allowance	76		$ 246
Average recorded investment	5,081	5,713
Interest income recognized	$ 4	$ 14

XML

Loans and Allowance for Loan Losses (Age Analysis of Past Due Loans by Portfolio Class) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	$ 237,535	$ 195,107
Current	17,967,333	16,557,044
Total loans	18,204,868	16,752,151	$ 15,978,124
Recorded investment > 90 days and accruing	590	3,039
30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	110,344	67,482
60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	29,928	18,968
Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	97,263	108,657
Total Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total loans	13,879,509	12,545,507
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	10,867	5,914
Current	2,494,237	2,007,976
Total loans	2,505,104	2,013,890	1,752,745
Recorded investment > 90 days and accruing	185	216
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	4,365	838
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	1,688	50
Total Commercial [Member] | Commercial Real Estate - Income Producing [Member] | Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	4,814	5,026
Total Commercial [Member] | Construction and Land Development [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	18,132	6,165
Current	1,234,535	1,004,714
Total loans	1,252,667	1,010,879	1,095,414
Recorded investment > 90 days and accruing	25	1,563
Total Commercial [Member] | Construction and Land Development [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	14,845	694
Total Commercial [Member] | Construction and Land Development [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	343	171
Total Commercial [Member] | Construction and Land Development [Member] | Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	2,944	5,300
Total Commercial [Member] | Total Commercial & Industrial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	139,954	100,035
Current	9,981,784	9,420,703
Total loans	10,121,738	9,520,738	9,068,753
Recorded investment > 90 days and accruing	280	436
Total Commercial [Member] | Total Commercial & Industrial [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	56,584	22,730
Total Commercial [Member] | Total Commercial & Industrial [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	17,256	2,490
Total Commercial [Member] | Total Commercial & Industrial [Member] | Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	66,114	74,815
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	128,743	90,136
Current	7,945,544	7,523,781
Total loans	8,074,287	7,613,917	7,145,406
Recorded investment > 90 days and accruing	245	384
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	52,677	19,722
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	15,530	1,909
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	60,536	68,505
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	11,211	9,899
Current	2,036,240	1,896,922
Total loans	2,047,451	1,906,821	1,923,347
Recorded investment > 90 days and accruing	35	52
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	3,907	3,008
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	1,726	581
Total Commercial [Member] | Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	5,578	6,310
Residential Mortgages [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	38,863	47,784
Current	2,227,400	2,098,929
Total loans	2,266,263	2,146,713	2,000,967
Recorded investment > 90 days and accruing		1
Residential Mortgages [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	18,104	24,599
Residential Mortgages [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	5,104	8,816
Residential Mortgages [Member] | Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	15,655	14,369
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	29,719	35,209
Current	2,029,377	2,024,722
Total loans	2,059,096	2,059,931	$ 2,060,245
Recorded investment > 90 days and accruing	100	823
Consumer [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	16,446	18,621
Consumer [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	5,537	7,441
Consumer [Member] | Greater Than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due	$ 7,736	$ 9,147

XML

Loans and Allowance for Loan Losses (Credit Quality Indicators by Segments and Portfolio Class) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Total loans	$ 18,204,868	$ 16,752,151	$ 15,978,124
Total Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	13,879,509	12,545,507
Total Commercial [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	12,111,677	10,925,611
Total Commercial [Member] | Pass-Watch [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	577,334	351,888
Total Commercial [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	276,718	248,696
Total Commercial [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	901,900	1,001,599
Total Commercial [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	11,880	17,713
Residential Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	2,266,263	2,146,713	2,000,967
Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	2,059,096	2,059,931	2,060,245
Residential Mortgage and Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	4,325,359	4,206,644
Commercial Real Estate - Income Producing [Member] | Total Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	2,505,104	2,013,890	1,752,745
Commercial Real Estate - Income Producing [Member] | Total Commercial [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	2,292,057	1,873,644
Commercial Real Estate - Income Producing [Member] | Total Commercial [Member] | Pass-Watch [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	141,063	78,309
Commercial Real Estate - Income Producing [Member] | Total Commercial [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	30,360	22,492
Commercial Real Estate - Income Producing [Member] | Total Commercial [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	41,614	39,434
Commercial Real Estate - Income Producing [Member] | Total Commercial [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	10	11
Construction and Land Development [Member] | Total Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	1,252,667	1,010,879	1,095,414
Construction and Land Development [Member] | Total Commercial [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	1,139,772	968,505
Construction and Land Development [Member] | Total Commercial [Member] | Pass-Watch [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	93,309	22,592
Construction and Land Development [Member] | Total Commercial [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	8,311	4,142
Construction and Land Development [Member] | Total Commercial [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	11,275	15,640
Total Commercial & Industrial [Member] | Total Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	10,121,738	9,520,738	9,068,753
Total Commercial & Industrial [Member] | Total Commercial [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	8,679,848	8,083,462
Total Commercial & Industrial [Member] | Total Commercial [Member] | Pass-Watch [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	342,962	250,987
Total Commercial & Industrial [Member] | Total Commercial [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	238,047	222,062
Total Commercial & Industrial [Member] | Total Commercial [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	849,011	946,525
Total Commercial & Industrial [Member] | Total Commercial [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	11,870	17,702
Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Total Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	8,074,287	7,613,917	7,145,406
Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Total Commercial [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	6,839,049	6,364,348
Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Total Commercial [Member] | Pass-Watch [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	296,914	203,311
Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Total Commercial [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	182,128	181,763
Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Total Commercial [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	744,326	846,793
Total Commercial & Industrial [Member] | Commercial Non-Real Estate [Member] | Total Commercial [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	11,870	17,702
Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | Total Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	2,047,451	1,906,821	$ 1,923,347
Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | Total Commercial [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	1,840,799	1,719,114
Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | Total Commercial [Member] | Pass-Watch [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	46,048	47,676
Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | Total Commercial [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	55,919	40,299
Total Commercial & Industrial [Member] | Commercial Real Estate - Owner Occupied [Member] | Total Commercial [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	104,685	99,732
Performing [Member] | Residential Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	2,243,251	2,123,048
Performing [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	2,045,572	2,046,757
Performing [Member] | Residential Mortgage and Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	4,288,823	4,169,805
Nonperforming [Member] | Residential Mortgages [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	23,012	23,665
Nonperforming [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	13,524	13,174
Nonperforming [Member] | Residential Mortgage and Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Total loans	$ 36,536	$ 36,839

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Loans and Allowance for Loan Losses (Changes in Carrying Amount of Purchased Credit Impaired Loans and Related Accretable Yield) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Loans and Allowance for Loan Losses [Abstract]
Carrying Amount of Loans, Balance at beginning of period	$ 190,915	$ 225,838
Carrying Amount of Loans, Payments received, net	(16,422)	(55,194)
Carrying Amount of Loans, Accretion	4,874	20,271
Carrying Amount of Loans, Balance at end of period	179,367	190,915
Accretable Yield, Balance at beginning of period	113,686	129,488
Accretable Yield, Payments received, net	(1,477)	(11,024)
Accretable Yield, Accretion	(4,874)	(20,271)
Accretable Yield, Increase (decrease) in expected cash flows based on actual cash flow and changes in cash flow assumptions	4,318	5,358
Accretable Yield, Net transfers from nonaccretable difference to accretable yield	3,422	10,135
Accretable Yield, Balance at end of period	$ 115,075	$ 113,686

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Loans and Allowance for Loan Losses (Activity in Loss Share Receivable) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Loans and Allowance for Loan Losses [Abstract]
Beginning balance	$ 16,219	$ 29,868
Amortization	(1,100)	(1,613)
Charge-offs, write-downs and other recoveries	(1,231)	(1,005)
External expenses qualifying under loss share agreement	131	465
Changes due to changes in cash flow projections	(1,830)	(2,189)
Net payments to FDIC	1,131	302
Ending balance	$ 13,320	$ 25,828

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Securities Sold under Agreements to Repurchase (Details) $ in Millions	Mar. 31, 2017 USD ($)
Securities Sold under Agreements to Repurchase [Abstract]
Securities sold under agreements to repurchase	$ 444.8

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Derivatives (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Derivative [Line Items]
Notional amount of derivatives	$ 2,254,154,000		$ 2,342,791,000
Ineffective portion of change in derivative fair value	0
Derivative income reflected in income statement	500,000	$ (100,000)
Impact to interest income from cash flow hedges	100,000	300,000
Aggregate fair value of derivatives in a net liability position	21,200,000
Noninterest income	63,491,000	58,186,000
Deposits	12,819,000	$ 11,733,000
Derivatives Designated as Hedging Instruments [Member]
Derivative [Line Items]
Notional amount of derivatives	988,000,000		1,100,000,000
Interest Rate Swaps [Member]
Derivative [Line Items]
Noninterest income	15,000
Deposits	141,000
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member]
Derivative [Line Items]
Notional amount of derivatives	850,000,000		$ 1,100,000,000
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Swap Agreement 1, Expires 2017 [Member]
Derivative [Line Items]
Notional amount of derivatives	$ 200,000,000
Derivative maturity expiration year	2017
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Swap Agreement 2, Expires 2018 [Member]
Derivative [Line Items]
Notional amount of derivatives	$ 200,000,000
Derivative maturity expiration year	2018
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Swap Agreement 3, Expires 2019 [Member]
Derivative [Line Items]
Notional amount of derivatives	$ 250,000,000
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Swap Agreement 4, Expires 2020 [Member]
Derivative [Line Items]
Notional amount of derivatives	$ 200,000,000
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Date Two [Member] | Swap Agreement 3, Expires 2019 [Member]
Derivative [Line Items]
Derivative maturity expiration year	2019
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Date Three [Member] | Swap Agreement 4, Expires 2020 [Member]
Derivative [Line Items]
Derivative maturity expiration year	2020

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Derivatives (Fair Values of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		$ 2,254,154	$ 2,342,791
Fair Values, Assets		1,859	4,788
Fair Values, Liabilities		5,663	26,846
Less: Netting Adjustment, Assets	[1],[2]	(3,676)
Less: Netting Adjustment, Liabilities	[1],[2]	(15,465)
Derivatives Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		988,000	1,100,000
Derivatives Not Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		1,266,154	1,242,791
Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount	[3]	970,658	979,391
Derivatives Not Designated as Hedging Instruments [Member] | Risk Participation Agreements [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		100,777	84,732
Derivatives Not Designated as Hedging Instruments [Member] | Forward Commitments to Sell Residential Mortgage Loans [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		78,398	75,676
Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate-Lock Commitments on Residential Mortgage Loans [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		61,655	46,840
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Exchange Forward Contracts [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		54,666	56,152
Other Assets [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	18,635	20,315
Total derivative assets/liabilities	[1]	14,959	20,315
Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	37
Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	18,598	20,315
Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1],[3]	16,679	18,405
Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Risk Participation Agreements [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	41	50
Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Forward Commitments to Sell Residential Mortgage Loans [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	207	900
Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate-Lock Commitments on Residential Mortgage Loans [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	1,020	189
Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Foreign Exchange Forward Contracts [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	651	771
Other Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	28,342	27,432
Total derivative assets/liabilities	[1]	12,877	27,432
Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	9,355	7,787
Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	18,987	19,645
Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1],[3]	16,901	18,362
Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Risk Participation Agreements [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	105	105
Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Forward Commitments to Sell Residential Mortgage Loans [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	1,183	221
Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Interest Rate-Lock Commitments on Residential Mortgage Loans [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	188	228
Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Foreign Exchange Forward Contracts [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	610	729
Cash Flow Hedge [Member] | Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		850,000	1,100,000
Cash Flow Hedge [Member] | Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Assets	[1]	37
Cash Flow Hedge [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	8,958	$ 7,787
Fair Value Hedging [Member] | Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Notional or Contractual Amount		138,000
Fair Value Hedging [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Fair Values, Liabilities	[1]	$ 397

[1] Derivative assets and liabilities are reported at fair value in other assets or other liabilities, respectively, in the consolidated balance sheets.

[2] Represents balance sheet netting of derivative assets and liabilities for variation margin collateral held or placed with the same central clearing counterparty. See offsetting assets and liabilities for further information.

[3] The notional amount represents both the customer accommodation agreements and offsetting agreements with unrelated financial institutions.

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Derivatives (Offsetting Derivative Assets and Liabilities Subject to Master Netting Arrangements) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Derivatives [Abstract]
Gross Amounts Recognized, Derivative Assets	$ 5,498	$ 4,788
Gross Amounts Offset in the Statement of Financial Position, Derivative Assets	(3,639)
Net Amounts Presented in the Statement of Financial Position, Derivative Assets	1,859	4,788
Gross Amounts Not Offset in the Statement of Financial Position - Financial Instruments, Derivative Assets	1,859	4,788
Gross Amounts Not offset in the Statement of Financial Position -Cash Collateral, Derivative Assets
Net Amounts Presented in the Statement of Financial Position, Derivative Assets
Gross Amounts Recognized, Derivative Liabilities	21,162	26,846
Gross Amounts Offset in the Statement of Financial Position, Derivative Liabilities	(15,499)
Net Amounts Presented in the Statement of Financial Position, Derivative Liabilities	5,663	26,846
Gross Amounts Not Offset in the Statement of Financial Position - Financial Instruments, Derivative Liabilities	1,859	4,788
Gross Amounts Not offset in the Statement of Financial Position -Cash Collateral, Derivative Liabilities	5,620	19,095
Net Amounts Presented in the Statement of Financial Position, Derivative Liabilities	$ (1,816)
Net Amount, Derivative Liabilities		$ 2,963

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Stockholders' Equity (Narrative) (Details) - USD ($) shares in Millions, $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Equity, Class of Treasury Stock [Line Items]
Treasury stock shares	1.0	1.3
Treasury stock, Carry basis	$ 17.3	$ 24.1
Restricted Stock [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares nonvested	1.9	2.0

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Stockholders' Equity (Components of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ (120,532)	$ (80,595)
Net change in unrealized gain (loss)	1,184	28,972
Reclassification of net (gain) loss realized and included in earnings	1,387	1,091
Amortization of unrealized net loss (gain) on securities transferred to HTM	650	798
Income tax expense (benefit)	1,201	11,332
Ending Balance	(118,512)	(61,066)
Available for Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(28,679)	4,268
Net change in unrealized gain (loss)	2,319	26,882
Reclassification of net (gain) loss realized and included in earnings		(346)
Amortization of unrealized net loss (gain) on securities transferred to HTM
Income tax expense (benefit)	843	9,751
Ending Balance	(27,203)	21,053
HTM Securities Transferred from AFS [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(14,392)	(16,795)
Net change in unrealized gain (loss)
Reclassification of net (gain) loss realized and included in earnings
Amortization of unrealized net loss (gain) on securities transferred to HTM	650	798
Income tax expense (benefit)	266	292
Ending Balance	(14,008)	(16,289)
Employee Benefit Plans [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(72,501)	(67,890)
Net change in unrealized gain (loss)
Reclassification of net (gain) loss realized and included in earnings	1,387	1,437
Amortization of unrealized net loss (gain) on securities transferred to HTM
Income tax expense (benefit)	504	525
Ending Balance	(71,618)	(66,978)
Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(4,960)	(178)
Net change in unrealized gain (loss)	(1,135)	2,090
Reclassification of net (gain) loss realized and included in earnings
Amortization of unrealized net loss (gain) on securities transferred to HTM
Income tax expense (benefit)	(412)	764
Ending Balance	$ (5,683)	$ 1,148

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Stockholders' Equity (Line Items in Consolidated Income Statements Affected by Amounts Reclassified from Accumulated Other Comprehensive Income) (Details) - Amount Reclassified from Accumulated Other Comprehensive Income [Member] - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total reclassifications, net of tax	[1]	$ (1,267)	$ (1,199)
Available for Sale Securities [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Gain on sale of AFS securities	[1]		346
Tax effect	[1]		(127)
Net of tax	[1]		219
HTM Securities Transferred from AFS [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of unrealized net loss on securities transferred to HTM	[1]	(650)	(798)
Tax effect	[1]	266	292
Net of tax	[1]	(384)	(506)
Employee Benefit Plans [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of defined benefit pension and post-retirement items	[1],[2]	(1,387)	(1,437)
Tax effect	[1]	504	525
Net of tax	[1]	$ (883)	$ (912)

[1] Amounts in parenthesis indicate reduction in net income.

[2] These accumulated other comprehensive income components are included in the computation of net periodic pension and post-retirement cost that is reported with employee benefits expense (see Note 11 for additional details).

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Other Noninterest Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Other Noninterest Income [Abstract]
Income from bank-owned life insurance	$ 2,652	$ 2,550
Credit related fees	2,878	2,357
Derivative income	465	(139)
Net gain on sale of assets	4,125	1,766
Safety deposit box income	449	478
Other miscellaneous	2,306	2,334
Total other noninterest income	$ 12,875	$ 9,346

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Other Noninterest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Other Noninterest Expense [Abstract]
Advertising	$ 3,077	$ 2,357
Ad valorem and franchise taxes	3,036	2,303
Printing and supplies	1,178	1,111
Insurance expense	817	835
Travel expense	1,059	949
Entertainment and contributions	1,783	1,632
Tax credit investment amortization	1,212	1,743
Other miscellaneous	6,468	5,779
Total other noninterest expense	$ 18,630	$ 16,709

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Net income to common shareholders	$ 49,014	$ 3,839
Net income allocated to participating securities - basic and diluted	1,156	97
Net income allocated to common shareholders - basic and diluted	$ 47,858	$ 3,742
Weighted-average common shares - basic	84,365,000	77,501,000
Dilutive potential common shares	259,000	171,000
Weighted-average common shares - diluted	84,624,000	77,672,000
Earnings per common share: Basic	$ 0.57	$ 0.05
Earnings per common share: Diluted	$ 0.57	$ 0.05
Weighted-average anti-dilutive potential common shares	15,986	656,623

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Retirement Plans (Narrative) (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Contributed to pension plan	$ 0
Estimated contribution in the current year	$ 0
First 1% Of Contribution Saved [Member] | Other Post-Retirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Matching percentage	100.00%
Percentage of compensation saved	1.00%
Next 5% Of Contribution Saved [Member] | Other Post-Retirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Matching percentage	50.00%
Percentage of compensation saved	5.00%

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Retirement Plans (Components of Net Periodic Benefits Cost) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 3,750	$ 3,265
Interest cost	4,123	4,988
Expected return on plan assets	(8,750)	(8,891)
Amortization of net loss	1,435	1,468
Net periodic benefit cost	558	830
Other Post-Retirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	48	29
Interest cost	180	206
Amortization of net loss	(48)	(31)
Net periodic benefit cost	$ 180	$ 204

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Share-Based Payment Arrangements (Narrative) (Details)	3 Months Ended
	Mar. 31, 2017 USD ($) entity $ / shares shares	Mar. 31, 2016 USD ($)
Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of options exercised | $	$ 3,300,000	$ 0
Restricted and Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense | $	$ 52,700,000
Weighted-average period	3 years 4 months 24 days
Total fair value of shares vested | $	$ 500,000	$ 900,000
Shares granted | shares	49,558
Grant date fair value per share | $ / shares	$ 40.82
Executive Management [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period	3 years
Executive Management [Member] | Performance Shares [Member] | Total Shareholder Return [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted | shares	23,489
Grant date fair value per share | $ / shares	$ 42.92
Vesting performance period	3 years
Number of peer group regional banks | entity	44
Executive Management [Member] | Performance Shares [Member] | Core Earnings Per Share [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted | shares	23,489
Grant date fair value per share | $ / shares	$ 38.26
Vesting performance period	2 years
Executive Management [Member] | Tranche One [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of maximum number of shares vested	200.00%

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Share-Based Payment Arrangements (Summary of Option Activity) (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate Intrinsic Value, Outstanding at Beginning | $	$ 3,734
Aggregate Intrinsic Value, Exercised/Released | $	3,270
Aggregate Intrinsic Value, Cancelled/Forfeited | $	$ 6
Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Outstanding at Beginning | shares	456,258
Number of Shares, Exercised/Released | shares	(256,611)
Number of Shares, Cancelled/Forfeited | shares	(538)
Number of Shares, Expired | shares	(689)
Number of Shares, Outstanding at Ending | shares	198,420
Number of Shares, Exercisable at Ending | shares	177,151
Weighted Average Exercise Price, Outstanding at Beginning | $ / shares	$ 35.91
Weighted Average Exercise Price, Exercised/Released | $ / shares	33.71
Weighted Average Exercise Price, Cancelled/Forfeited | $ / shares	32.09
Weighted Average Exercise Price, Expired | $ / shares	44.91
Weighted Average Exercise Price, Outstanding at Ending | $ / shares	38.74
Weighted Average Exercise Price, Exercisable at Ending | $ / shares	$ 39.83
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending	2 years 10 months 28 days
Weighted Average Remaining Contractual Term (Years), Exercisable at Ending	2 years 7 months 21 days
Aggregate Intrinsic Value, Outstanding at Ending | $	$ 1,728
Aggregate Intrinsic Value, Exercisable at Ending | $	$ 1,392

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Share-Based Payment Arrangements (Summary of Nonvested Restricted and Performance Shares) (Details) - Restricted and Performance Shares [Member]	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Nonvested at Beginning | shares	2,152,119
Number of Shares, Granted | shares	49,558
Number of Shares, Vested | shares	(9,607)
Number of Shares, Cancelled/Forfeited | shares	(20,446)
Number of Shares, Nonvested at Ending | shares	2,171,624
Weighted Average Grant Date Fair Value, Nonvested at Beginning | $ / shares	$ 32.12
Weighted Average Grant Date Fair Value, Granted | $ / shares	40.82
Weighted Average Grant Date Fair Value, Vested | $ / shares	31.81
Weighted Average Grant Date Fair Value, Cancelled/Forfeited | $ / shares	32.51
Weighted Average Grant Date Fair Value, Nonvested at Ending | $ / shares	$ 32.32

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Fair Value (Narrative) (Details) - Investment Securities [Member] - Recurring [Member]	3 Months Ended
	Mar. 31, 2017
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Targeted duration	2 years
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Targeted duration	5 years

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Fair Value (Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		$ 2,498,761	$ 2,516,908
Derivative assets		1,859	4,788
Derivative liabilities		5,663	26,846
Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		2,498,761	2,516,908
Derivative assets	[1]	14,959	20,315
Total recurring fair value measurements - assets		2,513,720	2,537,223
Derivative liabilities	[1]	12,877	27,432
Total recurring fair value measurements - liabilities		12,877	27,432
Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		2,498,761	2,516,908
Derivative assets	[1]	14,959	20,315
Total recurring fair value measurements - assets		2,513,720	2,537,223
Derivative liabilities	[1]	12,877	27,432
Total recurring fair value measurements - liabilities		12,877	27,432
Recurring [Member] | U.S. Treasury And Government Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		74,496	54,828
Recurring [Member] | U.S. Treasury And Government Agency Securities [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		74,496	54,828
Recurring [Member] | Municipal Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		241,036	242,155
Recurring [Member] | Municipal Obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		241,036	242,155
Recurring [Member] | Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		3,500	3,500
Recurring [Member] | Corporate Debt Securities [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		3,500	3,500
Recurring [Member] | Residential Mortgage-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		1,559,417	1,611,355
Recurring [Member] | Residential Mortgage-Backed Securities [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		1,559,417	1,611,355
Recurring [Member] | Commercial Mortgage-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		428,048	402,591
Recurring [Member] | Commercial Mortgage-Backed Securities [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		428,048	402,591
Recurring [Member] | Collateralized Mortgage Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		192,264	202,479
Recurring [Member] | Collateralized Mortgage Obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale securities		$ 192,264	$ 202,479

[1] For further disaggregation of derivative assets and liabilities, see Note 6 - Derivatives.

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Fair Value (Financial Assets Measured at Fair Value on Nonrecurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Collateral-dependent impaired loans	$ 143,327	$ 169,888
Other real estate owned	9,295	13,968
Total nonrecurring fair value measurements	152,622	183,856
Nonrecurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Collateral-dependent impaired loans
Other real estate owned
Total nonrecurring fair value measurements
Nonrecurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Collateral-dependent impaired loans	143,327	169,888
Total nonrecurring fair value measurements	143,327	169,888
Nonrecurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate owned	9,295	13,968
Total nonrecurring fair value measurements	$ 9,295	$ 13,968

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Fair Value (Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available for sale securities	$ 2,498,761	$ 2,516,908
Held to maturity securities	2,502,512	2,500,220
Derivative financial instruments	1,859	4,788
Derivative financial instruments	5,663	26,846
Total Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash, interest-bearing bank deposits, and federal funds sold	384,587	450,866
Available for sale securities	2,498,761	2,516,908
Held to maturity securities	2,477,420	2,470,117
Loans, net	17,723,450	16,496,849
Loans held for sale	20,883	34,064
Derivative financial instruments	14,959	20,315
Deposits	19,927,363	19,430,939
Federal funds purchased	16,321	2,275
Securities sold under agreements to repurchase	444,788	358,131
FHLB short-term borrowings	1,660,823	865,000
Long-term debt	524,039	435,747
Derivative financial instruments	12,877	27,432
Total Fair Value [Member] | Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash, interest-bearing bank deposits, and federal funds sold	384,587	450,866
Federal funds purchased	16,321	2,275
Securities sold under agreements to repurchase	444,788	358,131
FHLB short-term borrowings	1,660,823	865,000
Total Fair Value [Member] | Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available for sale securities	2,498,761	2,516,908
Held to maturity securities	2,477,420	2,470,117
Loans, net	143,327	169,888
Loans held for sale	20,883	34,064
Derivative financial instruments	14,959	20,315
Long-term debt	524,039	435,747
Derivative financial instruments	12,877	27,432
Total Fair Value [Member] | Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans, net	17,580,123	16,326,961
Deposits	19,927,363	19,430,939
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash, interest-bearing bank deposits, and federal funds sold	384,587	450,866
Available for sale securities	2,498,761	2,516,908
Held to maturity securities	2,502,512	2,500,220
Loans, net	17,991,318	16,522,733
Loans held for sale	20,883	34,064
Derivative financial instruments	14,959	20,315
Deposits	19,922,020	19,424,266
Federal funds purchased	16,321	2,275
Securities sold under agreements to repurchase	444,788	358,131
FHLB short-term borrowings	1,660,823	865,000
Long-term debt	525,082	436,280
Derivative financial instruments	$ 12,877	$ 27,432

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Subsequent Event (Details) - USD ($) $ in Thousands	Apr. 28, 2017	Mar. 10, 2017
Subsequent Event [Line Items]
Acquisition, assets assumed		$ 1,233,643
Whitney Bank [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Acquisition, cash	$ 655,000
Transaction premium	35,000
Whitney Bank [Member] | Subsequent Event [Member] | Deposits [Member]
Subsequent Event [Line Items]
Acquisition, assets assumed	1,600,000
Whitney Bank [Member] | Subsequent Event [Member] | Cash, Securities, Consumer And Residential Mortgage Loans [Member]
Subsequent Event [Line Items]
Acquisition, assets assumed	$ 1,000,000