8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2015

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	001-36872	64-0693170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Hancock Plaza 2510 14th Street Gulfport, Mississippi	39501
(Address of principal executive offices)	(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 22, 2015, Hancock Holding Company issued a press release reporting its third quarter earnings for the period ended September 30, 2015. A copy of this press release and the accompanying financial statements and slide presentation are attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information presented in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated October 22, 2015 for Quarter Ended September 30, 2015.

SIGNATURE

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 hereunto duly authorized.

	HANCOCK HOLDING COMPANY
October 22, 2015	/s/ Michael M. Achary
	Michael M. Achary
	Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

October 22, 2015

For More Information

Trisha Voltz Carlson

SVP, Investor Relations Manager

504.299.5208

trisha.carlson@hancockbank.com

Hancock reports third quarter 2015 financial results

Strategic initiatives drive improving revenue and EPS; continue to build energy reserve

Highlights of the company’s third quarter of 2015 results (compared to second quarter 2015):

• Earnings increased $6.3 million, or 18%

• E.P.S. of $.52 increased 18%

• Pre-tax, pre-provision earnings grew 22%

• Provision reflects additional $5 million build for energy portfolio with reserve exceeding 2%

• Loans increased $418 million, or 12% (annualized)

• Deposits increased $138 million, or 3% (annualized)

• Core revenue increased $6.2 million

• Core NIM of 3.15% increased 1 basis point; core loan yield expanded 4 basis points

• Operating expense up less than 1%

GULFPORT, Miss. (October 22, 2015) — Hancock Holding Company (Nasdaq: HBHC) today announced its financial results for the third quarter of 2015. Net income for the third quarter of 2015 was $41.2 million, or $.52 per diluted common share, compared to $34.8 million, or $.44 in the second quarter of 2015 and $46.6 million, or $.56, in the third quarter of 2014. The year-over-year decline in earnings was mainly related to a decrease in purchase accounting income of approximately $13.0 million (pre-tax). The quarter-over-quarter change was mainly related to the $8.9 million of nonoperating expenses included in the second quarter of 2015.

“The quality of our results is improving each quarter and we are growing our company while also managing through the current energy cycle,” said President and CEO John M. Hairston. “The initiatives we have put in place are working. We grew core revenue over $6 million linked-quarter while pre-tax, pre-provision earnings increased over $12 million. This quarter we added another $5 million, or almost a nickel of earnings, to the provision to build the energy reserve and remain confident that any credit losses we see today from the low oil prices are reserved for and should not be significant. As we have noted since the beginning of this energy cycle, we believe the cycle to be manageable without putting our strong capital levels at risk.”

1

Hancock reports third quarter 2015 financial results

October 22, 2015

Loans

Total loans at September 30, 2015 were $14.8 billion, up $418 million, or 3%, from June 30, 2015. Many markets across the footprint reported net loan growth during the quarter, with growth also noted in various business lines such as indirect, mortgage and specialty finance.

At September 30, 2015, loans in the energy segment totaled $1.6 billion, or 11% of total loans. The energy portfolio declined approximately $10 million linked-quarter and is comprised of credits to both the E&P industry and support industries. Additional details of the energy portfolio are included in the presentation slides posted on our Investor Relations website.

Average loans totaled $14.5 billion for the third quarter of 2015, up $373 million, or 3%, linked-quarter.

On October 6, 2015, the company announced the opening of a loan production office in Nashville, Tennessee, and an agreement to purchase approximately $190 million of healthcare loans. This transaction supports our initiative to continue diversifying our loan portfolio, in addition to capitalizing on opportunities we see to expand the healthcare lending business across our Gulf South footprint. The acquired loans will be included in our fourth quarter of 2015 results.

Deposits

Total deposits at September 30, 2015 were $17.4 billion, up $138 million, or 1%, from June 30, 2015. Average deposits for the third quarter of 2015 were $17.3 billion, up $451 million, or 3%, linked-quarter.

Noninterest-bearing demand deposits (DDAs) totaled $6.1 billion at September 30, 2015, down $105 million from June 30, 2015. DDAs comprised 35% of total period-end deposits at September 30, 2015.

Interest-bearing transaction and savings deposits totaled $7.4 billion at the end of the third quarter of 2015, up $366 million, or 5%, from June 30, 2015. Time deposits of $2.2 billion increased $72 million, or 3%, while interest-bearing public fund deposits decreased $194 million, or 10%, to $1.8 billion at September 30, 2015.

Asset Quality

Nonperforming assets (NPAs) totaled $206 million at September 30, 2015, up $41 million from June 30, 2015. During the third quarter of 2015, total nonperforming loans increased approximately $46 million while foreclosed and surplus real estate (ORE) and other foreclosed assets decreased approximately $5 million. The net increase in nonperforming loans was mainly related to three energy loans which were downgraded during the quarter. Nonperforming assets as a percent of total loans, ORE and other foreclosed assets was 1.39% at September 30, 2015, up 24 bps from June 30, 2015.

2

Hancock reports third quarter 2015 financial results

October 22, 2015

The total allowance for loan losses was $139.6 million at September 30, 2015, up $8.5 million from June 30, 2015. The ratio of the allowance for loan losses to period-end loans was 0.95% at September 30, 2015, up from 0.91% at June 30, 2015. The allowance maintained on the non-FDIC acquired portion of the loan portfolio increased $7.0 million linked-quarter, totaling $114 million, and the reserve on the FDIC acquired loan portfolio increased approximately $1.5 million linked-quarter.

Pricing pressures on oil continued during the third quarter and led to additional downward pressure on risk ratings. Based on those changes, and updates to the qualitative factors related to energy, the reserve for the energy portfolio was increased approximately $5.0 million, to $35 million, linked-quarter. The increase in risk rating downgrades within the energy portfolio during the third quarter included approximately $66 million of shared national credits that were on appeal at June 30, 2015. The impact to the allowance for the possible downgrades on these shared national credits was included in the second quarter of 2015.

Management believes that if further risk rating downgrades occur they could lead to additional loan loss provisions but not translate to significant credit losses. The impact and severity of risk rating migration, associated provision and net charge-offs will depend on overall oil price reduction and the duration of the cycle. Additional details of the energy portfolio are included in the presentation slides posted on our Investor Relations website.

Net charge-offs from the non-FDIC acquired loan portfolio were $3.5 million, or 0.09% of average total loans on an annualized basis in the third quarter of 2015, up from $1.2 million, or 0.03% of average total loans in the second quarter of 2015.

During the third quarter of 2015, Hancock recorded a total provision for loan losses of $10.1 million, up $3.5 million from the second quarter of 2015.

Net Interest Income and Net Interest Margin

Net interest income (TE) for the third quarter of 2015 was $160.1 million, up $5.3 million from the second quarter of 2015. During the third quarter, the impact on net interest income from purchase accounting adjustments (PAAs) declined $1.3 million compared to the second quarter of 2015. Excluding the impact from purchase accounting items, core net interest income increased $6.6 million linked-quarter. Average earning assets were $19.4 billion for the third quarter of 2015, up $653 million, or 3%, from the second quarter of 2015.

The reported net interest margin (TE) was 3.28% for the third quarter of 2015, down 2 bps from the second quarter of 2015. The decline was mainly related to the decrease in purchase accounting adjustments noted above. The core net interest margin (reported net interest income (TE) excluding total net purchase accounting adjustments, annualized, as a percent of average earning assets) increased 1 basis point to 3.15% during the third quarter of 2015. An increase in the core loan yield (4 bps) and an increase in the securities portfolio yield (3 bps), offset by a slight increase in the cost of funds (2 bps), contributed to the expansion in the margin.

3

Hancock reports third quarter 2015 financial results

October 22, 2015

Noninterest Income

Noninterest income, including securities transactions, totaled $60.2 million for the third quarter of 2015, down $0.7 million, or 1%, from the second quarter of 2015. Included in the total is a reduction of $1.6 million related to the amortization of the FDIC indemnification asset, compared to a reduction of $1.3 million in the second quarter of 2015. Excluding the impact of this item and securities transactions, core noninterest income totaled $61.8 million, down slightly linked-quarter.

Service charges on deposits totaled $18.6 million for the third quarter of 2015, up $0.7 million, or 4%, from the second quarter of 2015. Bank card and ATM fees totaled $11.6 million, down $0.2 million, or 2%, from the second quarter of 2015.

Trust fees totaled $11.3 million, down $0.4 million, or 4%, linked-quarter. The decrease was due, in part, to seasonal tax return preparation fees in the second quarter of 2015. Investment and annuity income and insurance fees totaled $8.4 million, up $1 million, or 13%, linked-quarter.

Fees from secondary mortgage operations totaled $3.4 million for the third quarter of 2015, down $0.2 million, or 6%, linked-quarter. During the third quarter, a slightly smaller portion of loan production was sold in the secondary market compared to last quarter.

Other noninterest income (excluding the amortization of the FDIC indemnification asset noted above) totaled $8.4 million, down $1.2 million, or 12%, from the second quarter of 2015. The decline is mainly related to a lower level of customer interest rate swap income in the third quarter.

Noninterest Expense & Taxes

Noninterest expense for the third quarter of 2015 totaled $151.2 million. There were no nonoperating expenses in the third quarter of 2015 compared to $8.9 million in the second quarter of 2015. Excluding nonoperating items, expenses were up $1.2 million, or less than 1%, linked-quarter. (The details of the changes in the noninterest expense categories noted below exclude the impact of nonoperating items.)

Total personnel expense was $84.2 million in the third quarter of 2015, up $1.6 million, or 2%, from the second quarter of 2015. The increase primarily reflects salary and incentive expenses related to revenue initiatives.

Occupancy and equipment expense totaled $14.8 million in the third quarter of 2015, down $1.0 million, or 6%, from the second quarter of 2015.

ORE expense totaled $0.4 million for the third quarter of 2015, down $0.1 million from the second quarter of 2015.

Other operating expense totaled $45.8 million in the third quarter of 2015, up $0.8 million, or 2%, from the second quarter of 2015.

4

Hancock reports third quarter 2015 financial results

October 22, 2015

The effective income tax rate for the third quarter of 2015 was 26%, unchanged from the second quarter of 2015. Management expects the effective income tax rate to approximate 25-27% in 2015. The effective income tax rate continues to be less than the statutory rate of 35% due primarily to tax-exempt income and tax credits.

Capital

Common shareholders’ equity at September 30, 2015 totaled $2.5 billion. The tangible common equity (TCE) ratio was 8.24%, up 12 bps from June 30, 2015. During the quarter the company repurchased 568,279 common shares under the new 5% common stock buyback authorization announced in late August 2015. The shares were repurchased at an average price of $27.39. Additional capital ratios are included in the financial tables.

Conference Call and Slide Presentation

Management will host a conference call for analysts and investors at 9:00 a.m. Central Time on Friday, October 23, 2015 to review the results. A live listen-only webcast of the call will be available under the Investor Relations section of Hancock’s website at www.hancockbank.com. Additional financial tables and a slide presentation related to third quarter results are also posted as part of the webcast link. To participate in the Q&A portion of the call, dial (877) 564-1219 or (973) 638-3429. An audio archive of the conference call will be available under the Investor Relations section of our website. A replay of the call will also be available through October 30, 2015 by dialing (855) 859-2056 or (404) 537-3406, passcode 50555582.

About Hancock Holding Company

Hancock Holding Company is a financial services company with regional business headquarters and locations throughout a growing Gulf South corridor. The company’s banking subsidiary provides a comprehensive network of full-service financial choices through Hancock Bank locations in Mississippi, Alabama, and Florida and Whitney Bank offices in Louisiana and Texas, including traditional and online banking; commercial and small business banking; energy banking; private banking; trust and investment services; certain insurance services; mortgage services; and consumer financing. More information and online banking are available at www.hancockbank.com and www.whitneybank.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and we intend such forward-looking statements to be covered by the safe harbor provisions therein and are including this statement for purposes of invoking these safe-harbor provisions. Forward-looking statements provide projections of results of operations or of financial condition or state other forward-looking information, such as expectations about future conditions and descriptions of plans and strategies for the future. Forward-looking statements that we may make include, but may not be limited to, comments with respect to future levels of economic activity in our markets, including the impact of volatility of oil and gas prices on our energy portfolio and associated loan loss reserves and the downstream impact on businesses that support the energy sector, especially in the Gulf Coast region, loan growth expectations, deposit trends, credit quality trends, net interest margin trends, future expense levels, success of revenue-generating initiatives, 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. Hancock’s ability to accurately project results, predict the effects of future plans or strategies, or predict market or economic developments is inherently limited. Although Hancock believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth

5

Hancock reports third quarter 2015 financial results

October 22, 2015

in the forward-looking statements. Factors that could cause actual results to differ from those expressed in Hancock’s forward-looking statements include, but are not limited to, those risk factors included in Hancock’s public filings with the Securities and Exchange Commission, which are available at the SEC’s internet site (http://www.sec.gov). You are cautioned not to place undue reliance on these forward-looking statements. Hancock does not intend, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.

6

HANCOCK HOLDING COMPANY

FINANCIAL HIGHLIGHTS

(Unaudited)

	Three Months Ended									Nine Months Ended
(amounts in thousands, except per share data)	9/30/2015			6/30/2015			9/30/2014			9/30/2015			9/30/2014
INCOME STATEMENT DATA
Net interest income	$	156,830		$	151,791		$	163,541		$	466,779		$	493,881
Net interest income (TE) (a)		160,134			154,879			166,230			476,127			501,759
Provision for loan losses		10,080			6,608			9,468			22,842			24,122
Noninterest income excluding securities transactions		60,207			60,874			57,941			177,294			171,038
Securities transactions gains		4			—			—			337			—
Noninterest expense (excluding nonoperating items)		151,193			149,990			145,192			447,384			436,901
Nonoperating items		—			8,927			3,887			16,241			16,018
Net income		41,166			34,829			46,553			116,154			135,630
Operating income (b)		41,166			40,631			49,079			126,494			147,769
Pre-tax, pre-provision (PTPP) profit (TE) (a) (c)		69,152			56,836			75,092			190,133			219,878
PERIOD-END BALANCE SHEET DATA
Loans	$	14,763,050		$	14,344,752		$	13,348,574		$	14,763,050		$	13,348,574
Investment securities		4,548,922			4,445,452			3,913,370			4,548,922			3,913,370
Earning assets		19,526,150			19,409,963			17,748,600			19,526,150			17,748,600
Total assets		21,608,150			21,538,405			19,985,950			21,608,150			19,985,950
Noninterest-bearing deposits		6,075,558			6,180,814			5,866,255			6,075,558			5,866,255
Total deposits		17,439,948			17,301,788			15,736,694			17,439,948			15,736,694
Common shareholders’ equity		2,453,561			2,430,040			2,509,342			2,453,561			2,509,342
AVERAGE BALANCE SHEET DATA
Loans	$	14,511,474		$	14,138,904		$	13,102,108		$	14,175,611		$	12,723,409
Investment securities (d)		4,425,546			4,143,097			3,780,089			4,116,270			3,810,186
Earning assets		19,433,337			18,780,771			17,324,444			18,847,409			16,954,320
Total assets		21,481,410			20,875,090			19,549,947			20,937,254			19,216,585
Noninterest-bearing deposits		6,032,680			6,107,900			5,707,523			6,022,034			5,571,843
Total deposits		17,313,433			16,862,088			15,371,209			16,890,005			15,234,018
Common shareholders’ equity		2,439,068			2,430,710			2,489,948			2,439,184			2,463,302
COMMON SHARE DATA
Earnings per share - diluted	$	0.52		$	0.44		$	0.56		$	1.45		$	1.62
Operating earnings per share - diluted (b)		0.52			0.51			0.59			1.57			1.76
Cash dividends per share	$	0.24		$	0.24		$	0.24		$	0.72		$	0.72
Book value per share (period-end)	$	31.65		$	31.12		$	30.76		$	31.65		$	30.76
Tangible book value per share (period-end)		22.18			21.63			21.44			22.18			21.44
Weighted average number of shares - diluted		78,075			78,115			81,942			78,609			82,204
Period-end number of shares		77,519			78,094			81,567			77,519			81,567
Market data
High sales price	$	32.47		$	32.98		$	36.47		$	32.98		$	38.50
Low sales price		25.20			28.02			31.25			24.96			31.25
Period-end closing price		27.05			31.91			32.05			27.05			32.05
Trading volume		44,705			40,162			25,553			136,733			84,239
PERFORMANCE RATIOS
Return on average assets		0.76	%		0.67	%		0.94	%		0.74	%		0.94	%
Return on average assets - operating (b)		0.76	%		0.78	%		1.00	%		0.81	%		1.03	%
Return on average common equity		6.70	%		5.75	%		7.42	%		6.37	%		7.36	%
Return on average common equity - operating (b)		6.70	%		6.70	%		7.82	%		6.93	%		8.02	%
Return on average tangible common equity		9.60	%		8.28	%		10.70	%		9.16	%		10.72	%
Return on average tangible common equity - operating (b)		9.60	%		9.66	%		11.28	%		9.98	%		11.68	%
Tangible common equity ratio (e)		8.24	%		8.12	%		9.10	%		8.24	%		9.10	%
Net interest margin (TE) (a)		3.28	%		3.30	%		3.81	%		3.37	%		3.95	%
Average loan/deposit ratio		83.82	%		83.85	%		85.24	%		83.93	%		83.52	%
Efficiency ratio (f)		65.88	%		66.67	%		61.84	%		65.64	%		61.91	%
Allowance for loan losses as a percent of period-end loans		0.95	%		0.91	%		0.94	%		0.95	%		0.94	%
Annualized net non-FDIC acquired charge-offs to average loans		0.09	%		0.03	%		0.19	%		0.08	%		0.15	%
Allowance for loan losses to non-performing loans + accruing loans 90 days past due		78.15	%		100.92	%		128.44	%		78.15	%		128.44	%
Noninterest income excluding securities transactions as a percent of total revenue (TE) (a)		27.32	%		28.21	%		25.85	%		27.13	%		25.42	%
FTE Total Headcount		3,863			3,825			3,787			3,863			3,787

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

(b) Net income less tax-effected securities transactions and nonoperating items. Management believes that operating income provides a useful measure of financial performance that helps investors compare the Company’s fundamental operations over time.

(c) Net interest income (TE) and noninterest income less noninterest expense. Management believes that PTPP profit is a useful financial measure because it enables investors to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.

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

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

(f) The efficiency ratio is noninterest expense to total net interest (TE) and noninterest income, excluding amortization of purchased intangibles, nonoperating items, and securities transactions.

7

HANCOCK HOLDING COMPANY

QUARTERLY HIGHLIGHTS

(Unaudited)

	Three Months Ended
(amounts in thousands, except per share data)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
INCOME STATEMENT DATA
Net interest income	$	156,830		$	151,791		$	158,158		$	160,813		$	163,541
Net interest income (TE) (a)		160,134			154,879			161,114			163,581			166,230
Provision for loan losses		10,080			6,608			6,154			9,718			9,468
Noninterest income excluding securities transactions		60,207			60,874			56,213			56,961			57,941
Securities transactions gains		4			—			333			—			—
Noninterest expense (excluding nonoperating items)		151,193			149,990			146,201			144,080			145,192
Nonoperating items		—			8,927			7,314			9,667			3,887
Net income		41,166			34,829			40,159			40,092			46,553
Operating income (b)		41,166			40,631			44,697			46,376			49,079
Pre-tax, pre-provision (PTPP) profit (TE) (a) (c)		69,152			56,836			64,145			66,795			75,092
PERIOD-END BALANCE SHEET DATA
Loans	$	14,763,050		$	14,344,752		$	13,924,386		$	13,895,276		$	13,348,574
Investment securities		4,548,922			4,445,452			4,107,904			3,826,454			3,913,370
Earning assets		19,526,150			19,409,963			18,568,037			18,544,930			17,748,600
Total assets		21,608,150			21,538,405			20,724,511			20,747,266			19,985,950
Noninterest-bearing deposits		6,075,558			6,180,814			6,201,403			5,945,208			5,866,255
Total deposits		17,439,948			17,301,788			16,860,485			16,572,831			15,736,694
Common shareholders’ equity		2,453,561			2,430,040			2,425,098			2,472,402			2,509,342
AVERAGE BALANCE SHEET DATA
Loans	$	14,511,474		$	14,138,904		$	13,869,397		$	13,578,223		$	13,102,108
Investment securities (d)		4,425,546			4,143,097			3,772,997			3,836,123			3,780,089
Earning assets		19,433,337			18,780,771			18,315,839			17,911,143			17,324,444
Total assets		21,481,410			20,875,090			20,443,859			20,090,372			19,549,947
Noninterest-bearing deposits		6,032,680			6,107,900			5,924,196			5,849,356			5,707,523
Total deposits		17,313,433			16,862,088			16,485,259			15,892,507			15,371,209
Common shareholders’ equity		2,439,068			2,430,710			2,447,870			2,509,509			2,489,948
COMMON SHARE DATA
Earnings per share - diluted	$	0.52		$	0.44		$	0.49		$	0.48		$	0.56
Operating earnings per share - diluted (b)		0.52			0.51			0.55			0.56			0.59
Cash dividends per share	$	0.24		$	0.24		$	0.24		$	0.24		$	0.24
Book value per share (period-end)	$	31.65		$	31.12		$	31.14		$	30.74		$	30.76
Tangible book value per share (period-end)		22.18			21.63			21.55			21.37			21.44
Weighted average number of shares - diluted		78,075			78,115			79,661			81,530			81,942
Period-end number of shares		77,519			78,094			77,886			80,426			81,567
Market data
High sales price	$	32.47		$	32.98		$	31.13		$	35.67		$	36.47
Low sales price		25.20			28.02			24.96			28.68			31.25
Period-end closing price		27.05			31.91			29.86			30.70			32.05
Trading volume		44,705			40,162			51,866			36,396			25,553
PERFORMANCE RATIOS
Return on average assets		0.76	%		0.67	%		0.80	%		0.79	%		0.94	%
Return on average assets - operating (b)		0.76	%		0.78	%		0.89	%		0.92	%		1.00	%
Return on average common equity		6.70	%		5.75	%		6.65	%		6.34	%		7.42	%
Return on average common equity - operating (b)		6.70	%		6.70	%		7.41	%		7.33	%		7.82	%
Return on average tangible common equity		9.60	%		8.28	%		9.60	%		9.08	%		10.70	%
Return on average tangible common equity - operating (b)		9.60	%		9.66	%		10.68	%		10.50	%		11.28	%
Tangible common equity ratio (e)		8.24	%		8.12	%		8.40	%		8.59	%		9.10	%
Net interest margin (TE) (a)		3.28	%		3.30	%		3.55	%		3.63	%		3.81	%
Average loan/deposit ratio		83.82	%		83.85	%		84.13	%		85.44	%		85.24	%
Efficiency ratio (f)		65.88	%		66.67	%		64.36	%		62.41	%		61.84	%
Allowance for loan losses as a percent of period-end loans		0.95	%		0.91	%		0.92	%		0.93	%		0.94	%
Annualized net non-FDIC acquired charge-offs to average loans		0.09	%		0.03	%		0.11	%		0.08	%		0.19	%
Allowance for loan losses to non-performing loans + accruing loans 90 days past due		78.15	%		100.92	%		123.14	%		137.96	%		128.44	%
Noninterest income excluding securities transactions as a percent of total revenue (TE) (a)		27.32	%		28.21	%		25.87	%		25.83	%		25.85	%
FTE headcount		3,863			3,825			3,785			3,794			3,787

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

(b) Net income less tax-effected securities transactions and nonoperating items. Management believes that operating income provides a useful measure of financial performance that helps investors compare the Company’s fundamental operations over time.

(c) Net interest income (TE) and noninterest income less noninterest expense. Management believes that PTPP profit is a useful financial measure because it enables investors to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.

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

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

(f) The efficiency ratio is noninterest expense to total net interest (TE) and noninterest income, excluding amortization of purchased intangibles, nonoperating items, and securities transactions.

8

HANCOCK HOLDING COMPANY

INCOME STATEMENT

(Unaudited)

	Three Months Ended									Nine Months Ended
(dollars in thousands, except per share data)	9/30/2015			6/30/2015			9/30/2014			9/30/2015			9/30/2014
NET INCOME
Interest income	$	171,329		$	164,920		$	172,701		$	505,336		$	521,842
Interest income (TE)		174,633			168,008			175,390			514,684			529,720
Interest expense		14,499			13,129			9,160			38,557			27,961
Net interest income (TE)		160,134			154,879			166,230			476,127			501,759
Provision for loan losses		10,080			6,608			9,468			22,842			24,122
Noninterest income excluding securities transactions		60,207			60,874			57,941			177,294			171,038
Securities transactions gains		4			—			—			337			—
Noninterest expense		151,193			158,917			149,079			463,625			452,919
Income before income taxes		55,768			47,140			62,935			157,943			187,878
Income tax expense		14,602			12,311			16,382			41,789			52,248
Net income	$	41,166		$	34,829		$	46,553		$	116,154		$	135,630
ADJUSTMENTS FROM NET TO OPERATING INCOME
Securities transactions gains		—			—			—			(333	)		—
Nonoperating items
Impact of insurance business lines divestiture		—			—			—			—			(9,101	)
FDIC resolution of denied claims		—			1,854			—			1,854			10,268
Nonoperating expense items		—			7,073			3,887			14,387			11,390
Early debt redemption		—			—			—			—			3,461
Total nonoperating items		—			8,927			3,887			16,241			16,018
Taxes on adjustments at marginal tax rate		—			3,125			1,361			5,568			3,879
Total adjustments (net of taxes)		—			5,802			2,526			10,340			12,139
Operating income (g)	$	41,166		$	40,631		$	49,079		$	126,494		$	147,769
ADJUSTMENTS FROM NET INCOME TO PTPP PROFIT
Difference between interest income and interest income (TE)		3,304			3,088			2,689			9,348			7,878
Provision for loan losses		10,080			6,608			9,468			22,842			24,122
Income tax expense		14,602			12,311			16,382			41,789			52,248
Pre-tax, pre-provision (PTPP) profit (TE) (h)	$	69,152		$	56,836		$	75,092		$	190,133		$	219,878
NONINTEREST INCOME AND NONINTEREST EXPENSE
Service charges on deposit accounts	$	18,619		$	17,908		$	20,000		$	53,842		$	57,981
Trust fees		11,345			11,795			11,530			34,340			33,267
Bank card and ATM fees		11,637			11,868			11,641			34,688			33,806
Investment & annuity fees		6,149			4,838			5,506			16,037			15,555
Secondary mortgage market operations		3,413			3,618			2,313			9,695			6,036
Insurance commissions and fees		2,238			2,595			1,979			6,587			7,611
Amortization of FDIC loss share receivable		(1,564	)		(1,273	)		(2,760	)		(4,034	)		(9,989	)
Other income		8,370			9,525			7,732			26,139			26,771
Noninterest income excluding securities transactions		60,207			60,874			57,941			177,294			171,038
Securities transactions gains		4			—			—			337			—
Total noninterest income including securities transactions	$	60,211		$	60,874		$	57,941		$	177,631		$	171,038
Personnel expense	$	84,155		$	82,533		$	80,043		$	246,805		$	240,981
Net occupancy expense		11,222			11,765			10,799			34,149			32,905
Equipment expense		3,598			4,079			4,542			11,610			12,875
Other real estate expense, net		422			501			(104	)		1,379			1,757
Other operating expense		45,769			44,964			43,342			134,948			128,031
Amortization of intangibles		6,027			6,148			6,570			18,493			20,352
Total operating expense		151,193			149,990			145,192			447,384			436,901
Nonoperating expense items		—			8,927			3,887			16,241			16,018
Total noninterest expense	$	151,193		$	158,917		$	149,079		$	463,625		$	452,919
COMMON SHARE DATA
Earnings per share:
Basic	$	0.52		$	0.44		$	0.56		$	1.45		$	1.62
Diluted		0.52			0.44			0.56			1.45			1.62
Operating earnings per share: (g)
Basic	$	0.52		$	0.51		$	0.59		$	1.58		$	1.77
Diluted		0.52			0.51			0.59			1.57			1.76

(g) Net income less tax-effected securities transactions and nonoperating items. Management believes that operating income provides a useful measure of financial performance that helps investors compare the Company’s fundamental operations over time.

(h) Net interest income (TE) and noninterest income less noninterest expense. Management believes that PTPP profit is a useful financial measure because it enables investors to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.

9

HANCOCK HOLDING COMPANY

INCOME STATEMENT

(Unaudited)

	Three months ended
(dollars in thousands)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Interest income	$	171,329		$	164,920		$	169,087		$	170,971		$	172,701
Interest income (TE)		174,633			168,008			172,043			173,739			175,390
Interest expense		14,499			13,129			10,929			10,158			9,160
Net interest income (TE)		160,134			154,879			161,114			163,581			166,230
Provision for loan losses		10,080			6,608			6,154			9,718			9,468
Noninterest income excluding securities transactions		60,207			60,874			56,213			56,961			57,941
Securities transactions gains		4			—			333			—			—
Noninterest expense		151,193			158,917			153,515			153,747			149,079
Income before income taxes		55,768			47,140			55,035			54,309			62,935
Income tax expense		14,602			12,311			14,876			14,217			16,382
Net income	$	41,166		$	34,829		$	40,159		$	40,092		$	46,553
ADJUSTMENTS FROM NET TO OPERATING INCOME
Securities transactions gains		—			—			(333	)		—			—
Nonoperating expense		—			8,927			7,314			9,667			3,887
Total nonoperating items		—			8,927			6,981			9,667			3,887
Taxes on adjustments at marginal tax rate		—			3,125			2,443			3,383			1,361
Adjustments (net of taxes)		—			5,802			4,538			6,284			2,526
Operating income (g)	$	41,166		$	40,631		$	44,697		$	46,376		$	49,079
Pre-tax, pre-provision (PTPP) profit (TE) (h)	$	69,152		$	56,836		$	64,145		$	66,795		$	75,092
NONINTEREST INCOME AND NONINTEREST EXPENSE
Service charges on deposit accounts	$	18,619		$	17,908		$	17,315		$	19,025		$	20,000
Trust fees		11,345			11,795			11,200			11,559			11,530
Bank card and ATM fees		11,637			11,868			11,183			11,225			11,641
Investment & annuity fees		6,149			4,838			5,050			4,736			5,506
Secondary mortgage market operations		3,413			3,618			2,664			2,000			2,313
Insurance commissions and fees		2,238			2,595			1,754			1,862			1,979
Amortization of FDIC loss share receivable		(1,564	)		(1,273	)		(1,197	)		(2,113	)		(2,760	)
Other income		8,370			9,525			8,244			8,667			7,732
Noninterest income excluding securities transactions		60,207			60,874			56,213			56,961			57,941
Securities transactions gains		4			—			333			—			—
Total noninterest income including securities transactions	$	60,211		$	60,874		$	56,546		$	56,961		$	57,941
Personnel expense	$	84,155		$	82,533		$	80,117		$	79,522		$	80,043
Net occupancy expense		11,222			11,765			11,162			10,571			10,799
Equipment expense		3,598			4,079			3,933			3,986			4,542
Other real estate expense, net		422			501			456			1,001			(104	)
Other operating expense		45,769			44,964			44,215			42,555			43,342
Amortization of intangibles		6,027			6,148			6,318			6,445			6,570
Total operating expense		151,193			149,990			146,201			144,080			145,192
Nonoperating expense items		—			8,927			7,314			9,667			3,887
Total noninterest expense	$	151,193		$	158,917		$	153,515		$	153,747		$	149,079

(g) Net income less tax-effected securities transactions and nonoperating items. Management believes that operating income provides a useful measure of financial performance that helps investors compare the Company’s fundamental operations over time.

(h) Net interest income (TE) and noninterest income less noninterest expense. Management believes that PTPP profit is a useful financial measure because it enables investors to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.

10

HANCOCK HOLDING COMPANY

PERIOD-END BALANCE SHEET

(Unaudited)

	Three Months Ended
(dollars in thousands)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
ASSETS
Commercial non-real estate loans	$	6,345,994		$	6,185,684		$	5,987,084		$	6,044,060		$	5,587,137
Construction and land development loans		1,085,585			1,120,947			1,113,510			1,106,761			1,095,902
Commercial real estate loans		3,327,386			3,212,833			3,150,103			3,144,048			3,100,834
Residential mortgage loans		2,013,789			1,955,837			1,913,885			1,894,181			1,858,490
Consumer loans		1,990,296			1,869,451			1,759,804			1,706,226			1,706,211
Total loans		14,763,050			14,344,752			13,924,386			13,895,276			13,348,574
Loans held for sale		19,764			21,304			19,950			20,252			15,098
Securities		4,548,922			4,445,452			4,107,904			3,826,454			3,913,370
Short-term investments		194,414			598,455			515,797			802,948			471,558
Earning assets		19,526,150			19,409,963			18,568,037			18,544,930			17,748,600
Allowance for loan losses		(139,576	)		(131,087	)		(128,386	)		(128,762	)		(125,572	)
Goodwill		621,193			621,193			621,193			621,193			621,193
Other intangible assets, net		113,229			119,256			125,404			132,810			139,256
Other assets		1,487,154			1,519,080			1,538,263			1,577,095			1,602,473
Total assets	$	21,608,150		$	21,538,405		$	20,724,511		$	20,747,266		$	19,985,950
LIABILITIES
Noninterest-bearing deposits	$	6,075,558		$	6,180,814		$	6,201,403		$	5,945,208		$	5,866,255
Interest-bearing transaction and savings deposits		7,360,677			6,994,603			6,576,658			6,531,628			6,325,671
Interest-bearing public fund deposits		1,768,133			1,962,589			1,828,559			1,982,616			1,534,678
Time deposits		2,235,580			2,163,782			2,253,865			2,113,379			2,010,090
Total interest-bearing deposits		11,364,390			11,120,974			10,659,082			10,627,623			9,870,439
Total deposits		17,439,948			17,301,788			16,860,485			16,572,831			15,736,694
Short-term borrowings		1,049,182			1,079,193			755,250			1,151,573			1,171,809
Long-term debt		497,177			507,341			516,007			374,371			376,452
Other liabilities		168,282			220,043			167,671			176,089			191,653
Total liabilities		19,154,589			19,108,365			18,299,413			18,274,864			17,476,608
COMMON SHAREHOLDERS’ EQUITY
Common stock net of treasury and capital surplus		1,717,959			1,730,344			1,726,736			1,798,980			1,832,529
Retained earnings		781,769			759,780			744,131			723,497			703,506
Accumulated other comprehensive income		(46,167	)		(60,084	)		(45,769	)		(50,075	)		(26,693	)
Total common shareholders’ equity		2,453,561			2,430,040			2,425,098			2,472,402			2,509,342
Total liabilities & shareholders’ equity	$	21,608,150		$	21,538,405		$	20,724,511		$	20,747,266		$	19,985,950
CAPITAL RATIOS
Tangible common equity	$	1,719,108		$	1,689,550		$	1,678,453		$	1,718,343		$	1,748,828
Tier 1 capital (i)		1,849,384			1,837,369			1,812,010			1,777,348			1,784,588
Common equity (period-end) as a percent of total assets (period-end)		11.35	%		11.28	%		11.70	%		11.92	%		12.56	%
Tangible common equity ratio		8.24	%		8.12	%		8.40	%		8.59	%		9.10	%
Leverage (Tier 1) ratio (i)		8.86	%		9.07	%		9.17	%		9.17	%		9.48	%
Tier 1 risk-based capital ratio (i)		10.60	%		10.77	%		10.86	%		11.23	%		11.59	%
Total risk-based capital ratio (i)		12.38	%		12.53	%		12.77	%		12.30	%		12.66	%

(i) Estimated for most recent period-end. Regulatory ratios reflect the impact of Basel III capital requirements effective January 1, 2015.

11

HANCOCK HOLDING COMPANY

AVERAGE BALANCE SHEET

(Unaudited)

	Three Months Ended									Nine Months Ended
(dollars in thousands)	9/30/2015			6/30/2015			9/30/2014			9/30/2015			9/30/2014
ASSETS
Commercial non-real estate loans	$	6,261,241		$	6,095,054		$	5,485,982		$	6,118,300		$	5,292,464
Construction and land development loans		1,115,406			1,084,540			1,070,763			1,106,981			1,010,136
Commercial real estate loans		3,231,597			3,218,914			3,070,821			3,190,092			3,058,804
Residential mortgage loans		1,977,990			1,930,553			1,814,186			1,937,414			1,760,056
Consumer loans		1,925,240			1,809,843			1,660,356			1,822,824			1,601,949
Total loans		14,511,474			14,138,904			13,102,108			14,175,611			12,723,409
Loans held for sale		17,233			22,883			16,885			18,567			16,916
Securities (j)		4,425,546			4,143,097			3,780,089			4,116,270			3,810,186
Short-term investments		479,084			475,887			425,362			536,961			403,809
Earning assets		19,433,337			18,780,771			17,324,444			18,847,409			16,954,320
Allowance for loan losses		(132,634	)		(130,124	)		(129,734	)		(131,001	)		(130,412	)
Goodwill and other intangible assets		737,361			743,435			763,652			743,785			771,728
Other assets		1,443,346			1,481,008			1,591,585			1,477,061			1,620,949
Total assets	$	21,481,410		$	20,875,090		$	19,549,947		$	20,937,254		$	19,216,585
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest-bearing deposits	$	6,032,680		$	6,107,900		$	5,707,523		$	6,022,034		$	5,571,843
Interest-bearing transaction and savings deposits		7,270,061			6,656,911			6,160,911			6,814,057			6,104,039
Interest-bearing public fund deposits		1,838,952			1,890,364			1,547,513			1,848,340			1,508,222
Time deposits		2,171,740			2,206,913			1,955,262			2,205,574			2,049,914
Total interest-bearing deposits		11,280,753			10,754,188			9,663,686			10,867,971			9,662,175
Total deposits		17,313,433			16,862,088			15,371,209			16,890,005			15,234,018
Short-term borrowings		1,050,801			896,014			1,139,694			956,228			962,014
Long-term debt		504,544			515,997			375,914			478,162			380,660
Other liabilities		173,564			170,281			173,182			173,675			176,591
Common shareholders’ equity		2,439,068			2,430,710			2,489,948			2,439,184			2,463,302
Total liabilities & shareholders’ equity	$	21,481,410		$	20,875,090		$	19,549,947		$	20,937,254		$	19,216,585

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

12

HANCOCK HOLDING COMPANY

AVERAGE BALANCE AND NET INTEREST MARGIN SUMMARY

(Unaudited)

	Three Months Ended
	9/30/2015							6/30/2015							9/30/2014
(dollars in millions)	Volume		Interest		Rate			Volume		Interest		Rate			Volume		Interest		Rate
AVERAGE EARNING ASSETS
Commercial & real estate loans (TE) (l) (m)	$	10,608.2	$	104.4		3.91	%	$	10,398.5	$	101.6		3.92	%	$	9,627.6	$	108.2		4.46	%
Residential mortgage loans		1,978.0		20.2		4.08	%		1,930.6		19.9		4.13	%		1,814.2		20.0		4.41	%
Consumer loans		1,925.3		24.5		5.04	%		1,809.8		23.0		5.10	%		1,660.4		24.0		5.74	%
Loan fees & late charges		—		0.1		0.00	%		—		—		0.00	%		—		0.4		0.00	%
Total loans (TE)		14,511.5		149.2		4.09	%		14,138.9		144.5		4.10	%		13,102.2		152.6		4.63	%
Loans held for sale		17.2		0.2		4.07	%		22.9		0.2		3.88	%		16.9		0.1		4.66	%
US Treasury and government agency securities		166.8		0.6		1.55	%		300.0		1.2		1.54	%		184.8		0.7		1.47	%
CMOs and mortgage backed securities		4,052.0		22.0		2.17	%		3,641.6		19.6		2.15	%		3,379.2		19.2		2.27	%
Municipals (TE) (l)		200.3		2.3		4.52	%		195.5		2.2		4.54	%		203.7		2.4		4.62	%
Other securities		6.4		0.0		1.59	%		6.0		0.0		1.61	%		12.3		0.1		2.21	%
Total securities (TE) (k)		4,425.5		24.9		2.25	%		4,143.1		23.0		2.22	%		3,780.0		22.4		2.36	%
Total short-term investments		479.1		0.3		0.24	%		475.9		0.3		0.23	%		425.3		0.3		0.23	%
Average earning assets yield (TE)	$	19,433.3		174.6		3.57	%	$	18,780.8		168.0		3.58	%	$	17,324.4		175.4		4.02	%
INTEREST-BEARING LIABILITIES
Interest-bearing transaction and savings deposits	$	7,270.1		3.7		0.20	%	$	6,656.9		2.5		0.15	%	$	6,160.9		1.6		0.11	%
Time deposits		2,171.7		3.8		0.70	%		2,206.9		3.8		0.69	%		1,955.3		3.1		0.64	%
Public funds		1,839.0		1.4		0.31	%		1,890.4		1.3		0.28	%		1,547.5		1.1		0.27	%
Total interest-bearing deposits		11,280.8		8.9		0.31	%		10,754.2		7.6		0.28	%		9,663.7		5.8		0.24	%
Short-term borrowings		1,050.8		0.3		0.10	%		896.0		0.2		0.08	%		1,139.7		0.2		0.08	%
Long-term debt		504.5		5.3		4.16	%		516.0		5.3		4.14	%		375.9		3.2		3.27	%
Total borrowings		1,555.3		5.6		1.42	%		1,412.0		5.5		1.56	%		1,515.6		3.4		0.87	%
Total interest-bearing liabilities cost		12,836.1		14.5		0.45	%		12,166.2		13.1		0.43	%		11,179.3		9.2		0.33	%
Net interest-free funding sources		6,597.2							6,614.6							6,145.1
Total cost of funds		19,433.3		14.5		0.30	%		18,780.8		13.1		0.28	%		17,324.4		9.2		0.21	%
Net Interest Spread (TE)			$	160.1		3.13	%			$	154.9		3.15	%			$	166.2		3.69	%
Net Interest Margin (TE)	$	19,433.3	$	160.1		3.28	%	$	18,780.8	$	154.9		3.30	%	$	17,324.4	$	166.2		3.81	%

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

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

(m) Includes nonaccrual loans.

13

HANCOCK HOLDING COMPANY

AVERAGE BALANCE AND NET INTEREST MARGIN SUMMARY

(Unaudited)

	Nine Months Ended
	9/30/2015							9/30/2014
(dollars in millions)	Volume		Interest		Rate			Volume		Interest		Rate
AVERAGE EARNING ASSETS
Commercial & real estate loans (TE) (l) (m)	$	10,415.4	$	312.8		4.01	%	$	9,361.4	$	324.4		4.63	%
Residential mortgage loans		1,937.4		60.6		4.17	%		1,760.1		62.4		4.73	%
Consumer loans		1,822.8		69.5		5.10	%		1,601.9		70.8		5.91	%
Loan fees & late charges		—		0.4		0.00	%		—		1.9		0.00	%
Total loans (TE)		14,175.6		443.3		4.18	%		12,723.4		459.5		4.82	%
Loans held for sale		18.6		0.5		3.54	%		16.9		0.5		4.29	%
US Treasury and government agency securities		246.9		2.9		1.56	%		93.1		1.2		1.73	%
CMOs and mortgage backed securities		3,664.2		60.2		2.19	%		3,493.5		60.5		2.31	%
Municipals (TE) (l)		197.2		6.7		4.56	%		208.8		7.2		4.60	%
Other securities		8.0		0.2		3.00	%		14.8		0.2		2.22	%
Total securities (TE) (k)		4,116.3		70.0		2.27	%		3,810.2		69.1		2.42	%
Total short-term investments		537.0		0.9		0.23	%		403.8		0.7		0.23	%
Average earning assets yield (TE)	$	18,847.5		514.7		3.65	%	$	16,954.3		529.8		4.17	%
INTEREST-BEARING LIABILITIES
Interest-bearing transaction and savings deposits	$	6,814.1		8.4		0.16	%	$	6,104.0		4.6		0.10	%
Time deposits		2,205.6		11.3		0.68	%		2,049.9		9.3		0.60	%
Public funds		1,848.3		4.0		0.29	%		1,508.2		2.5		0.23	%
Total interest-bearing deposits		10,868.0		23.7		0.29	%		9,662.1		16.4		0.23	%
Short-term borrowings		956.2		0.6		0.09	%		962.0		2.1		0.29	%
Long-term debt		478.2		14.2		3.98	%		380.7		9.4		3.31	%
Total borrowings		1,434.4		14.8		1.39	%		1,342.7		11.5		1.15	%
Total interest-bearing liabilities cost		12,302.4		38.5		0.42	%		11,004.8		27.9		0.34	%
Net interest-free funding sources		6,545.1							5,949.5
Total cost of funds		18,847.5		38.5		0.28	%		16,954.3		27.9		0.22	%
Net Interest Spread (TE)			$	476.2		3.23	%			$	501.9		3.83	%
Net Interest Margin (TE)	$	18,847.5	$	476.2		3.37	%	$	16,954.3	$	501.9		3.95	%

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

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

(m) Includes nonaccrual loans.

14

HANCOCK HOLDING COMPANY

ASSET QUALITY INFORMATION

(Unaudited)

	Three Months Ended									Nine Months Ended
(dollars in thousands)	9/30/2015			6/30/2015			9/30/2014			9/30/2015			9/30/2014
Nonaccrual loans (n)	$	166,945		$	118,445		$	83,154		$	166,945		$	83,154
Restructured loans - still accruing		5,779			7,966			7,944			5,779			7,944
Total nonperforming loans		172,724			126,411			91,098			172,724			91,098
ORE and foreclosed assets		33,599			38,630			56,081			33,599			56,081
Total nonperforming assets	$	206,323		$	165,041		$	147,179		$	206,323		$	147,179
Nonperforming assets as a percent of loans, ORE and foreclosed assets		1.39	%		1.15	%		1.10	%		1.39	%		1.10	%
Accruing loans 90 days past due	$	5,876		$	3,478		$	6,667		$	5,876		$	6,667
Accruing loans 90 days past due as a percent of loans		0.04	%		0.02	%		0.05	%		0.04	%		0.05	%
Nonperforming assets + accruing loans 90 days past due to loans, ORE and foreclosed assets		1.43	%		1.17	%		1.15	%		1.43	%		1.15	%
ALLOWANCE FOR LOAN LOSSES
Beginning Balance	$	131,087		$	128,386		$	128,672		$	128,762		$	133,626
Net provision for loan losses - FDIC acquired loans		(437	)		(879	)		(391	)		(1,386	)		(766	)
Provision for loan losses - non-FDIC acquired loans		10,517			7,487			9,859			24,228			24,888
Net provision for loan losses		10,080			6,608			9,468			22,842			24,122
(Decrease) increase in FDIC loss share receivable		552			(2,115	)		(6,695	)		(1,984	)		(14,570	)
Net charge-offs - FDIC acquired		(1,328	)		582			(566	)		1,709			3,125
Charge-offs - non-FDIC acquired		5,972			4,129			8,482			17,561			23,273
Recoveries - non-FDIC acquired		(2,501	)		(2,919	)		(2,043	)		(9,226	)		(8,792	)
Net charge-offs		2,143			1,792			5,873			10,044			17,606
Ending Balance	$	139,576		$	131,087		$	125,572		$	139,576		$	125,572
Allowance for loan losses as a percent of period-end loans		0.95	%		0.91	%		0.94	%		0.95	%		0.94	%
Allowance for loan losses to nonperforming loans + accruing loans 90 days past due		78.15	%		100.92	%		128.44	%		78.15	%		128.44	%
NET CHARGE-OFF INFORMATION
Net charge-offs - non-FDIC acquired:
Commercial & real estate loans	$	666		($	691	)	$	2,451		$	449		$	4,991
Residential mortgage loans		30			(61	)		558			873			1,292
Consumer loans		2,775			1,962			3,430			7,013			8,198
Total net charge-offs - non-FDIC acquired	$	3,471		$	1,210		$	6,439		$	8,335		$	14,481
Net charge-offs - non-FDIC acquired to average loans:
Commercial & real estate loans		0.02	%		(0.03	)%		0.10	%		0.01	%		0.07	%
Residential mortgage loans		0.01	%		(0.01	)%		0.12	%		0.06	%		0.10	%
Consumer loans		0.57	%		0.43	%		0.82	%		0.51	%		0.68	%
Total net charge-offs - non-FDIC acquired to average loans		0.09	%		0.03	%		0.19	%		0.08	%		0.15	%

(n) 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 over the remaining life of the loan. Included in nonaccrual loans are $4.9 million, $4.9 million, and $9.9 million at 9/30/15, 6/30/15 and 9/30/14, respectively, in nonaccruing restructured loans.

15

HANCOCK HOLDING COMPANY

ASSET QUALITY INFORMATION

(Unaudited)

	Three months ended
(dollars in thousands)	9/30/2015			6/30/2015			3/31/2015			12/31/2014			9/30/2014
Nonaccrual loans (n)	$	166,945		$	118,445		$	90,821		$	79,537		$	83,154
Restructured loans - still accruing		5,779			7,966			7,564			8,971			7,944
Total nonperforming loans		172,724			126,411			98,385			88,508			91,098
ORE and foreclosed assets		33,599			38,630			42,956			59,569			56,081
Total nonperforming assets	$	206,323		$	165,041		$	141,341		$	148,077		$	147,179
Nonperforming assets as a percent of loans, ORE and foreclosed assets		1.39	%		1.15	%		1.01	%		1.06	%		1.10	%
Accruing loans 90 days past due	$	5,876		$	3,478		$	5,872		$	4,825		$	6,667
Accruing loans 90 days past due as a percent of loans		0.04	%		0.02	%		0.04	%		0.03	%		0.05	%
Nonperforming assets + accruing loans 90 days past due to loans, ORE and foreclosed assets		1.43	%		1.17	%		1.05	%		1.10	%		1.15	%
Allowance for loan losses	$	139,576		$	131,087		$	128,386		$	128,762		$	125,572
Allowance for loan losses as a percent of period-end loans		0.95	%		0.91	%		0.92	%		0.93	%		0.94	%
Allowance for loan losses to nonperforming loans + accruing loans 90 days past due		78.15	%		100.92	%		123.14	%		137.96	%		128.44	%
Provision for loan losses	$	10,080		$	6,608		$	6,154		$	9,718		$	9,468
NET CHARGE-OFF INFORMATION
Net charge-offs - non-FDIC acquired:
Commercial & real estate loans	$	666		($	691	)	$	474		$	1,446		$	2,451
Residential mortgage loans		30			(61	)		904			349			558
Consumer loans		2,775			1,962			2,276			843			3,430
Total net charge-offs - non-FDIC acquired	$	3,471		$	1,210		$	3,654		$	2,638		$	6,439
Net charge-offs - non-FDIC acquired to average loans:
Commercial & real estate loans		0.02	%		(0.03	)%		0.02	%		0.06	%		0.10	%
Residential mortgage loans		0.01	%		(0.01	)%		0.19	%		0.07	%		0.12	%
Consumer loans		0.57	%		0.43	%		0.53	%		0.19	%		0.82	%
Total net charge-offs - non-FDIC acquired to average loans		0.09	%		0.03	%		0.11	%		0.08	%		0.19	%
AVERAGE LOANS
Commercial & real estate loans	$	10,608,244		$	10,398,508		$	10,235,268		$	9,943,403		$	9,627,566
Residential mortgage loans		1,977,990			1,930,553			1,902,873			1,886,230			1,814,186
Consumer loans		1,925,240			1,809,843			1,731,256			1,748,590			1,660,356
Total average loans	$	14,511,474		$	14,138,904		$	13,869,397		$	13,578,223		$	13,102,108

(n) 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 over the remaining life of the loan. Included in nonaccrual loans are $4.9 million, $4.9 million, $5.0 million, $7.0 million, and $9.9 million at 9/30/15, 6/30/15, 03/31/15, 12/31/14, and 9/30/14, respectively, in nonaccruing restructured loans.

16

HANCOCK HOLDING COMPANY

SUPPLEMENTAL ASSET QUALITY INFORMATION

(Unaudited)

	Originated Loans		Acquired Loans (o)			FDIC Acquired (p)			Total
(dollars in thousands)	9/30/2015
Nonaccrual loans (q)	$	163,930	$	3,015			—		$	166,945
Restructured loans - still accruing		5,779		—			—			5,779
Total nonperforming loans		169,709		3,015			—			172,724
ORE and foreclosed assets (r)		21,849		—			11,750			33,599
Total nonperforming assets	$	191,558	$	3,015		$	11,750		$	206,323
Accruing loans 90 days past due	$	5,747		129			—		$	5,876
Allowance for loan losses	$	113,898	$	173		$	25,505		$	139,576
	6/30/2015
Nonaccrual loans (q)	$	111,455	$	5,401		$	1,589		$	118,445
Restructured loans - still accruing		7,966		—			—			7,966
Total nonperforming loans		119,421		5,401			1,589			126,411
ORE and foreclosed assets (r)		25,768		—			12,862			38,630
Total nonperforming assets	$	145,189	$	5,401		$	14,451		$	165,041
Accruing loans 90 days past due	$	3,478		—			—		$	3,478
Allowance for loan losses	$	106,811	$	214		$	24,062		$	131,087
	Originated Loans		Acquired Loans (o)			FDIC Acquired (p)			Total
	9/30/2015
LOANS OUTSTANDING
Commercial non-real estate loans	$	6,232,310	$	107,985		$	5,699		$	6,345,994
Construction and land development loans		1,068,895		8,297			8,393			1,085,585
Commercial real estate loans		2,956,354		352,896			18,136			3,327,386
Residential mortgage loans		1,843,756		819			169,214			2,013,789
Consumer loans		1,976,872		22			13,402			1,990,296
Total loans	$	14,078,187	$	470,019		$	214,844		$	14,763,050
Change in loan balance from previous quarter	$	687,696	($	259,605	)	($	9,793	)	$	418,298
	6/30/2015
Commercial non-real estate loans	$	6,058,998	$	120,020		$	6,666		$	6,185,684
Construction and land development loans		1,100,788		9,064			11,095			1,120,947
Commercial real estate loans		2,591,384		598,962			22,487			3,212,833
Residential mortgage loans		1,784,730		1,554			169,553			1,955,837
Consumer loans		1,854,591		24			14,836			1,869,451
Total loans	$	13,390,491	$	729,624		$	224,637		$	14,344,752
Change in loan balance from previous quarter	$	469,961	($	35,700	)	($	13,895	)	$	420,366

(o) Loans which have been acquired and no allowance brought forward in accordance with acquisition accounting. Acquired-performing loans in pools with fully accreted purchase fair value discounts are reported as originated loans.

(p) Loans acquired in an FDIC-assisted transaction. Non-single family loss share agreement expired at 12/31/14. As of 9/30/15, $177.5 million in loans and $2.3 million in ORE remain covered by the FDIC single family loss share agreement, providing considerable protection against credit risk. As of 6/30/15, $179.0 million in loans and $3.5 million in ORE remained covered by the FDIC single family loss share agreement.

(q) Included in originated nonaccrual loans are $4.9 million and $4.9 million at 9/30/15 and 6/30/15, respectively, in nonaccruing restructured loans.

(r) ORE received in settlement of acquired loans is no longer subject to purchase accounting guidance and has been included with ORE from originated loans. ORE received in settlement of covered loans remains covered under the FDIC loss share agreements.

17

Third Quarter 2015

Financial Results

October 22, 2015

Third Quarter 2015

Financial Results

October 22, 2015

Certain of the statements or information included in this presentation may constitute

forward-looking statements.  Forward-looking statements include projections of revenue,

costs, results of operations or financial condition or statements regarding future market

conditions or our potential plans and strategies for the future. Hancock’s ability to

accurately project results, predict the effects of future plans or strategies, or predict

market or economic developments is inherently limited. 

We believe that the expectations reflected or implied by any forward-looking statements

are based on reasonable assumptions, but actual results and performance could differ

materially from those set forth in the forward-looking statements.  Factors that could

cause actual results or outcomes to differ from those expressed in the Company's

forward-looking statements include, but are not limited to, those outlined in Hancock's

SEC filings, including the “Risk Factors” section of the Company’s 10-K for the year

ended December 31, 2014 and as updated by the Company’s subsequent SEC filings. 

Hancock undertakes no obligation to update or revise any forward-looking statements,

and you are cautioned not to place undue reliance on such forward-looking statements.

Forward Looking Statements

2

Hancock Holding Company

•

$21.6 billion in Total Assets

•

$14.8 billion in Total Loans

•

$17.4 billion in Total Deposits

•

Tangible Common Equity (TCE) 8.24%

•

Nearly 200 banking locations and 275 ATMs across a five-state footprint

•

Approximately 4,000 employees corporate-wide

•

Rated among the strongest, safest financial institutions in the country by BauerFinancial, Inc.

•

Earned top customer service marks with Greenwich Excellence Awards

As of September 30, 2015

3

Third Quarter 2015 Highlights

(compared to second quarter 2015)

•

Earnings increased $6.3 million, or 18%

•

E.P.S. of $.52 increased 18%

•

Pre-tax, pre-provision earnings increased 22%

•

Core revenue increased $6.2 million, or 3%

•

Loans increased $418 million, or 12% LQA

•

Deposits increased $138 million, or 3% LQA

•

Fee income (excluding accretion in

indemnification asset) relatively stable

•

Loan loss provision reflects approximately $5

million build for energy portfolio; energy

reserve exceeds 2% at September 30, 2015

•

Core NIM of 3.15% increased 1 basis point

•

Operating expense up less than 1%

($s in millions; except per share data)

3Q15

2Q15

Fav/(unfav)

Net Income

$41.2

$34.8

18%

Earnings Per Share

$.52

$.44

18%

Pre-tax, pre-provision income

$69.2

$56.8

22%

Operating

Income*

$41.2

$40.6

1%

Operating Earnings Per Share

$.52

$.51

2%

Nonoperating

expense

items

--

$8.9

N/M

Return on

Assets (operating) (%)

0.76

0.78

(2bps)

Return on Tangible

Common Equity (operating) (%)

9.60

9.66

(6bps)

Total Loans (period-end)

$14,763

$14,345

3%

Total Deposits (period-end)

$17,440

$17,302

1%

Net Interest Margin (%)

3.28

3.30

(2bps)

Net Interest Margin (%) (core)

3.15

3.14

1bp

Net Charge-offs (%) (non-covered)

0.09

0.03

(6bps)

Tangible Common Equity (%)

8.24

8.12

12bps

Efficiency Ratio**

(%)

65.9

66.7

79bps

Net Purchase

Accounting Income (pre-tax)

-$1.2

$0.3

N/M

Net Income (excluding tax-effected impact of net

purchase accounting items and nonoperating

items)

$42.0

$40.4

4%

E.P.S. (excluding

tax-effected impact of net purchase

accounting items and nonoperating

items)

$.53

$.51

4%

4

*    Operating income is defined as net income excluding tax-effected securities transactions gains or losses and nonoperating expense items.  

**  Noninterest expense to total revenue (TE) excluding amortization of purchased intangibles, nonoperating  items, and securities transactions.

Quarterly E.P.S. Trend

•

Since 1Q13 replaced almost $.22

of purchase accounting income

with quality, core banking income

•

Lines have converged and

reported, operating and core

earnings, and E.P.S. basically

equal

•

Beginning with 3Q15, reporting

only net earnings and E.P.S.

•

Slight differences will remain due

to purchase accounting and will be

noted as appropriate

•

Any

future

nonoperating

items

will be noted as such

5

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

"PAA Gap"

$0.22

$0.19

$0.22

$0.16

$0.13

$0.13

$0.10

$0.06

$0.06

$-

$(0.01)

Core EPS

$0.34

$0.36

$0.34

$0.39

$0.45

$0.46

$0.49

$0.50

$0.49

$0.51

$0.53

Operating EPS

$0.56

$0.55

$0.56

$0.55

$0.58

$0.59

$0.59

$0.56

$0.55

$0.51

$0.52

Reported EPS

$0.56

$0.55

$0.40

$0.41

$0.58

$0.48

$0.56

$0.48

$0.49

$0.44

$0.52

$0.22

$0.19

$0.22

$0.16

$0.13

$0.13

$0.10

$0.06

$0.06

$0.00

-$0.01

-$0.10

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

"PAA Gap"

Core EPS

Operating EPS

Reported EPS

We define core income as operating income less purchase accounting adjustments (PAA). PAA items include loan accretion from Whitney and Peoples First, offset by amortization of the

Whitney bond portfolio premium, amortization of the Peoples First indemnification asset and amortization of intangibles. Operating income is defined as net income excluding tax-effected

securities transactions gains or losses and nonoperating

expense items. See table on slide 25.

Core NIM Stable, Core Loan Yield

Improves

Core NIM = reported net interest income (TE) excluding total net purchase accounting

adjustments, annualized, as a percent of average earning assets. (See slide 23)

•

Reported net interest margin (NIM) 3.28%, down 2 bps linked-quarter reflecting the decline in purchase accounting

adjustments of $1.3 million

•

Core

NIM

of

3.15%

increased

1

bp

linked-quarter

–

Core loan yield up 4bps

–

Yield on bond portfolio up 3bps

–

Cost of funds up 2bps

•

One additional accrual day impacted net interest income

•

Projected accretion will still lead to a difference in reported and core NIMs

4.06%

3.99%

3.81%

3.63%

3.55%

3.30%

3.28%

3.37%

3.35%

3.32%

3.27%

3.21%

3.14%

3.15%

$130

$135

$140

$145

$150

$155

2.50%

2.70%

2.90%

3.10%

3.30%

3.50%

3.70%

3.90%

4.10%

4.30%

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

Core NII

NIM - reported

NIM - core

5.00%

4.86%

4.63%

4.41%

4.36%

4.10%

4.09%

4.02%

3.97%

3.94%

3.91%

3.88%

3.85%

3.89%

2.47%

2.43%

2.36%

2.36%

2.35%

2.22%

2.25%

0.23%

0.22%

0.21%

0.23%

0.24%

0.28%

0.30%

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

Loan Yield - reported

Loan Yield - core

Securities Yield - reported

Cost of Funds - reported

6

As of September 30, 2015

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

Avg Qtrly Loans

$11.5

$11.6

$11.8

$11.9

$12.4

$12.7

$13.1

$13.6

$13.9

$14.1

$14.5

Avg Qtrly Loans less Energy

$10.6

$10.6

$10.7

$10.6

$10.9

$11.1

$11.4

$11.9

$12.2

$12.5

$12.8

Energy (avg)

$0.93

$0.99

$1.12

$1.35

$1.51

$1.59

$1.68

$1.72

$1.70

$1.67

$1.66

energy as a % of loans (avg)

8%

8%

10%

11%

12%

13%

13%

13%

12%

12%

11%

LQA EOP growth

-3%

7%

2%

20%

7%

11%

14%

16%

1%

12%

12%

LQA EOP growth excl energy

-6%

6%

-7%

14%

4%

10%

13%

20%

2%

14%

13%

$10.0

$11.0

$12.0

$13.0

$14.0

$15.0

Well-Diversified Loan Growth

•

Loans totaled $14.8 billion at quarter-end, an increase of $418 million,

or 3% linked-quarter (12% LQA)

•

Net loan growth during the quarter was well-diversified by geography

and loan type

•

Energy loans totaled $1.6 billion or 11% of total loans, down from 12%

last quarter and down from 13% a year ago

•

No energy portfolio growth expected for the remainder of 2015

•

Continued diversification of the loan portfolio through purchase

agreement for $190 million of healthcare loans (expected closing 4Q15)

$s in millions

7

$s in billions

As of September 30, 2015

$s in millions

C&I

$6,346

43%

C&D

$1,086

7%

CRE

$3,327

23%

Mortgage

$2,014

14%

Consumer

$1,990

13%

Total Loans

$14,763

9/30/15

West Region

(TX &

SWLA)

$43

East Region

(MS, AL &

FL)

$107

Institutional

$91

Equipment

Finance

$43

Indirect

$60

Mortgage

$75

HFC

$10

Major drivers of  EOP Loan Growth

3Q15

Energy Portfolio Risk Is

Well-Managed

•

Energy lending has been a core

competency for more than 60 years

–

Disciplined underwriting, long term

relationships

–

Continuing to review credits and stay

close to our customers

•

Pricing pressures on oil have continued

and we did see additional downward

pressure on risk ratings this quarter

•

Management believes that further risk

rating downgrades could impact loan loss

provisions but should not result in

significant credit losses

•

Impact and severity will depend on

overall oil price reduction and duration of

the cycle

8

As of September 30, 2015

Reducing Energy Concentration While Maintaining Relationships With

Long-Term, Experienced O&G Clients

3Q14

4Q14

1Q15

2Q15

3Q15

% of total loans

13.0%

12.4%

12.0%

11.6%

11.2%

10.0%

10.5%

11.0%

11.5%

12.0%

12.5%

13.0%

Diversified O&G Portfolio; Minimal Losses Over

Previous Energy Cycles

9

$s in millions

As of September 30, 2015

•

Energy portfolio totaled $1.6 billion at

September 30, 2015, down 4% from year-end

2014

•

Relationship business dating back to post

WWII

•

Excellent source of no/low cost core deposits

•

Disciplined underwriting

•

With experienced management in place,

many of our clients have been reacting to the

reduction in oil prices by proactively

managing expenses, lowering discretionary

spending or reducing capital expenditures

$1,724

$1,674

$1,669

$1,660

4Q14

1Q15

2Q15

3Q15

Nondrilling

663

672

658

682

Drilling

310

270

280

269

Midstream

102

109

104

103

Upstream

648

623

627

607

$0

$250

$500

$750

$1,000

$1,250

$1,500

$1,750

Upstream

Midstream

Drilling

Nondrilling

Upstream (E&P) Portfolio Diversified,

Profitable

•

Priority, secured loans; approximately 60% oil, 40% gas

•

Approximately $20 million linked-quarter decrease in E&P outstandings;

•

Current line utilization is approximately 64% up slightly linked-quarter

•

Lend

only

on

proved

reserves

(on

a

risked

basis);

90%+

are

covered

by

Proved

Developed

Producing

Reserves

alone

•

E&P customers have hedges in place; many of our clients are hedged with an average tenor of 2.5 years

•

Our clients breakeven at different prices/barrel oil

–

Breakeven varies depending on the basin

–

Our customers are diversified across 12 primary basins in  the U.S. and in the Gulf of Mexico

•

Borrowing base redeterminations twice per year; all credits were reviewed in 2Q15 and adjustments made to overall commitment levels

–

RBL commitments reduced approximately 15% on average since the beginning of the year due to lower commodity prices

–

Expect RBL commitments to be reduced an additional 15% on average in the fall redetermination due to continued low

commodity prices

10

Low level of cumulative losses over previous down cycles even with growth in outstandings

As of September 30, 2015

Support Sector Companies Have

Weathered Previous Cycles

•

Many of our clients have operated through previous cycles,

including the mid 80’s, late 90’s and 2008

•

Our clients typically have low/moderate leverage, strong

balance sheets and experienced management

•

Most of the support nondrilling

companies are based in

south Louisiana and Houston, and many are supporting

offshore activity

•

Outstandings

up slightly linked-quarter

•

Current line utilization is approximately 60%

–

Credits with working capital show 40% line utilization

•

Day rates and service sector profitability is being impacted; however, we believe that based on

historical client experience and liquidity many of our seasoned customers have the ability to weather

the current cycle

11

As of September 30, 2015

Experienced, long-time customers with low level of cumulative losses over previous down cycles

$s in millions

$s in millions

Contract drillers

$83

31%

Rental tools

$84

31%

Completion

services

$89

33%

Other

$12

5%

Support Drilling Subcategories

Helicopter &

marine

transport

$348

51%

Fabrication,

construction,

installation

$150

22%

Other

$118

17%

Supply/

manufacturing

66

10%

Support Nondrilling

Subcategories

Allowance For Loan Losses

•

The allowance for loan losses was $139.6 million (0.95%) compared to $131.1 million

(0.91%) linked-quarter

–

The allowance maintained on the non-FDIC acquired portion of the loan portfolio increased $7.0

million linked-quarter, totaling $114.0 million, and the reserve on the FDIC acquired loan portfolio

increased approximately $1.5 million linked-quarter

–

Impact of the current energy cycle on the allowance*:

•

The third quarter’s allowance calculation reflects a build of approximately $5 million in the

reserve for the energy portfolio related to updates to risk ratings and changes in the qualitative

factors related to energy

ALLL for energy credits was 2.12% at September 30, 2015, up from 1.91% at June 30, 2015

•

We are disciplined in our underwriting, and while we expect to see continued pressure in risk

ratings given the prolonged cycle, based on what we know today we expect no significant

credit loss in our energy portfolio

•

We believe our current reserves are sufficient to cover any credit losses in the portfolio

•

Should pricing pressures on oil continue, we could continue to see downward pressure on risk

ratings that could lead to additional provision expense in future quarters

•

Impact and severity will depend on overall oil price reduction and duration of the cycle

12

* Reserve reflects the amount of C&I reserve (loss factors) applied to the energy loans risk ratings.

As of September 30, 2015

Potential

Impact To Provision From Energy

Downgrades (Downward Shock Scenarios are mutually exclusive)

13

Total

outstanding

at 3-31-15

Total

outstanding

at 6-30-15

Total

outstanding

at 9-30-15

Energy

Reserve*

3-31-15

Energy

Reserve*

6-30-15

Energy

Reserve*

9-30-15

Incremental

Provision

Scenario 1

Incremental

Provision

Scenario 2

Incremental

Provision

Scenario 3

$623MM

$627MM

$607MM

Upstream

$5.0MM

$10.1MM

$11.0MM

$1.8MM

$1.8MM

$1.8MM

$109MM

$104MM

$103MM

Midstream

$0.6MM

$0.7MM

$0.7MM

$0.7MM

$2.8MM

$2.8MM

$270MM

$280MM

$269MM

Support –

Drilling

$4.1MM

$7.9MM

$7.4MM

$3.5MM

$6.2MM

$9.6MM

$672MM

$658MM

$682MM

Support –

Non-

drilling

$10.3MM

$11.9MM

$16.1MM

$11.8MM

$22.0MM

$29.6MM

Incremental

Provision

---------

---------

---------

$17.8MM

$32.8MM

$43.8MM

$1.674B

$1.669B

$1.660B

Total Energy

Reserve (%)

$20.0MM

(1.17%)

$30.6MM

(1.91%)

$35.2MM

(2.12%)

$53.0MM

(3.19%)

As a % of current

portfolio

$68.0MM

(4.10%)

As a % of current

portfolio

$79.0MM

(4.76%)

As a % of current

portfolio

Scenario 1 –

all categories = 1 RR downgrade

Scenario 2 –

Upstream = 1 RR downgrade; all other sectors = 2 RR downgrade

Scenario 3 –

Upstream = 1 RR downgrade; Midstream = 2 RR downgrade; Support Sectors = 3 RR downgrade

Impact and severity will depend on overall oil price reduction and duration of the cycle

* Reserve reflects the amount of C&I reserve (loss factors) applied to the energy loans risk ratings.

Portfolio Shock Scenarios based on current quarter balances and risk ratings

0.5%

1.0%

1.5%

2.0%

2.5%

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

3Q14

4Q14

1Q15

2Q15

3Q15

Criticized - Non energy

Criticized - Upstream

Criticized - nondrilling

Criticized - drilling

Energy reserves as a % of energy loans

Asset Quality Measures Reflect

Impact Of Energy Cycle

•

NPA ratio 1.39%, up 24 bps linked-quarter

–

Nonperforming assets totaled $206 million, up $41 million from June 30, 2015

–

Nonperforming loans increased approximately $46 million linked-quarter

–

Mainly related to 3 energy loans which were downgraded during the quarter

–

ORE and foreclosed assets decreased approximately $5 million linked-quarter;

•

Provision for loan losses was $10.1 million, up $3.5 million from 2Q15

•

Non-FDIC acquired net charge-offs totaled $3.5 million, 9 bps, up from $1.2 million, or 3 bps, in 2Q15

•

Criticized commercial loans totaled $807 million at September 30, 2015, up $181 million from June 30, 2015

Increase mainly related to risk rating downgrades within the energy portfolio; approximately $66 million of the increase in 3Q15 was

related to shared national credits that were on appeal at June 30, 2015 and were reserved for in 2Q15

$0

$25

$50

$75

$100

$125

$150

$175

$200

3Q14

4Q14

1Q15

2Q15

3Q15

E&P

Support nondrilling

Support drilling

Total Nonaccrual loans

Nonaccrual Loans

14

Criticized Loans -

Commercial

As of September 30, 2015

Securities

Portfolio

–

Portfolio

Mix

Increased Net Interest Income

•

Portfolio totaled $4.5 billion, up $103 million,

or 2% linked-quarter

•

Yield 2.25% -

up 3 bps linked-quarter

•

Unrealized gain (net) of $28.4 million on AFS

•

52% HTM, 48% AFS

•

Duration 3.87 compared to 3.96 at 6-30-15

•

Balance sheet is asset sensitive over a 2 year

period to rising interest rates under various

shock scenarios

•

IRR modeling is based on conservative

assumptions

–

Flat balance sheet

–

Loan portfolio 53% variable (with 56% LIBOR-based)

–

Modeled lag in deposit rate increases

–

Conservative % DDA attrition for certain increases in rates

$s in millions

15

1.0%

2.9%

4.2%

4.9%

1.2%

3.3%

4.4%

4.6%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

+100 shock

+200 shock

+300 shock

+400 shock

Year 1

Year 2

Net Interest Income Scenarios

Regulatory Rate Shocks

Period-end balances. As of September 30, 2015

CMO

$1,453

32%

MBS

$2,808

62%

Munis

$203

5%

U. S. Agencies

and other

$56

1%

Securities Portfolio 

Mix 9/30/15

Solid Levels Of Core Deposit Funding

Noninterest

bearing

$6,075

35%

Interest-

bearing

transaction &

savings

$7,361

42%

Interest-

bearing public

funds

$1,768

10%

Time deposits

$2,236

13%

Total Deposits

$17,440

9/30/15

•

Total deposits $17.4 billion, up $138 million, or 1%,

linked-quarter

Noninterest-bearing demand deposits (DDA) decreased $105 million

Interest-bearing transaction and savings deposits increased $366 million

Time deposits increased $72 million

Public fund deposits decreased $194 million

•

Funding mix remained strong

•

DDA comprised 35% of total period-end deposits

•

Cost of funds increased 2

basis points to 30 bps

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

Avg Qtrly Deposits

$15.3

$15.2

$15.0

$14.9

$15.3

$15.1

$15.4

$15.9

$16.5

$16.9

$17.3

LQA EOP growth

-13%

-3%

-3%

8%

-2%

-1%

13%

21%

7%

10%

3%

$14.0

$14.5

$15.0

$15.5

$16.0

$16.5

$17.0

$s in billions

16

$s in millions

Focus On Growing Core Noninterest Income

Across Business Lines

Service

Charges on

Deposit

$18.6

30%

Trust

$11.3

18%

Investment &

annuity

$6.1

10%

Insurance

$2.2

4%

Bankcard and

ATM

$11.6

19%

Secondary

mortgage

operations

$3.4

5%

Other

(excluding IA

amort)

$8.4

14%

•

Noninterest income, including securities transactions, totaled

$60.2 million, down $0.7 million, or 1%, linked-quarter

Amortization of the indemnification asset for FDIC covered loans

totaled $1.6 million, compared to $1.3 million in the second

quarter; the amortization is a reduction to noninterest income and

is a result of a lower level of expected future losses on covered

loans (non-core)

Excluding the impact of the indemnification asset, noninterest

income was relatively stable linked-quarter

$s in millions

17

Core Noninterest Income Mix 3Q15

As of September 30, 2015

$62.1

$61.8

$0.7

$0.4

$0.2

$1.0

$0.2

$1.2

$55

$57

$59

$61

$63

$65

2Q15 Noninterest

Income

(excluding IA)

Service Charges

on Deposit

Bankcard &

ATM Fees

Investment &

Annuity Income

and Insurance

Trust Fees

Secondary

Mortgage Fees

Other

3Q15 Noninterest

Income

(excluding IA)

Continuing To Control Operating

Expenses

•

Operating expenses totaled $151.2 million in 3Q15, up $1.2 million, or less than

1%, linked-quarter

Personnel expense totaled $84.2 million, up $1.6 million, or 2%, linked-quarter, mainly

related to an increase in salary and incentive expense for revenue initiatives

Occupancy and equipment totaled $14.8 million, down $1.0 million, or 6%, linked-quarter

ORE expense totaled $0.4 million, down $0.1 million linked-quarter

Other operating expense increased $0.8 million, or 2%, linked-quarter

Personnel

$84.2

56%

Occupancy

$11.2

8%

Equipment

$3.6

2%

ORE

$0.4

Other

$45.8

30%

Amortization

of

intangibles

$6.0

4%

Operating Expense Mix 3Q15

18

$s in millions

$150.0

$151.2

$1.6

$0.6

$0.5

$0.5

$140

$142

$144

$146

$148

$150

$152

2Q15 Operating

Expense

Personnel Expense

Occupancy

Equipment

Other Expense

3Q15 Operating

Expense

As

of

September

30,

2015;

excluding

nonoperating

expense

items.

Continuing Efforts To Diversify Loan Portfolio

Through Healthcare LPO and Team in Nashville

19

•

Experienced team of healthcare bankers join the company

•

Acquiring approximately $190 million in healthcare loans in 4Q15

•

Operating today in markets such as Houston with its well-known medical sector, and New Orleans

with its revitalized medical district, we see this acquisition of bankers and loans as a strategic fit for

our markets

•

New LPO in Nashville, known as the healthcare capital of the country, will allow us to better offer

our financial products and services to an industry that is growing across our footprint

•

Corporate banking product sophistication, should also benefit the clients who are joining us via this

transaction and enable this talented team of healthcare bankers to capitalize on additional

opportunities available across our footprint

As of September 30, 2015

Solid Capital Levels

•

TCE ratio 8.24%, up 12 bps linked-quarter

•

Announced 5% common stock buyback

August 2015

•

Repurchased 568,279 million shares in 3Q15 at

an average price of $27.39

•

Will continue to review additional options

to deploy excess capital in the best interest

of the Company and its shareholders

–

Organic growth

–

Stock buyback

(Stock price approximately $28 or less)

–

M&A (Stock price approximately $32 or greater)

–

Dividends

*Stock Buyback (ASR) initiated

20

Tangible

Common

Equity

Ratio

Leverage

(Tier

1)

Ratio

Tier 1

Risked-Based

Capital Ratio

Total

Risk-Based

Capital

Ratio

September 30, 2015

8.24%

8.86%(e)

10.60%(e)

12.38%(e)

June 30, 2015

8.12%

9.07%

10.77%

12.53%

March 31, 2015

8.40%

9.17%

10.86%

12.77%

December 31, 2014

8.59%

9.17%

11.23%

12.30%

As of September 30, 2015

7%

8%

9%

10%

11%

12%

13%

14%

15%

1Q13

2Q13*

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15e

TCE

Tier 1 Risk-Based Capital

Total Risk-Based Capital

Capital Rations

Near-Term Outlook

3Q15

Items to note

Outlook

Loans

+12% LQA

+11% Y-o-Y

Limited net paydowns

in energy portfolio

compared to previous

expectations

8-9%

EOP growth for full year 2015

8-10% EOP growth for full year 2016

(includes acquired healthcare portfolio; could be

impacted by future energy paydowns)

Net

Interest Margin

(NIM)

3.28% reported

3.15% core

Reported down 2bps;

Core

up 1bp

Continued downward pressure on reported NIM due to

purchase accounting; stabilization of core NIM

Core Revenue

$215.5 million

Excludes

PAAs

(see slide 23)

Recent growth reflects initiatives started in the prior

several quarters; expect growth as initiatives continue to

mature

Loan Loss Provision

$10.1 million

Includes

approximately $5

million of reserve

build related to energy

Should pricing pressures on oil continue, we could see

additional risk rating downgrades and increased

provisions; not expecting significant charge-offs

Noninterest Expense

$151.2 million

operating

No nonoperating

costs

Slightly higher in the near term

E.P.S.

$.52

Net, operating and

core converge in 3Q15

(calculations on slides

22 and 25)

Current expectations for 4Q15 are in line with current

quarterly street estimates

21

As of September 30, 2015

Appendix:

EPS calculation

$s

in thousands, except E.P.S.

Three

Months

Ended

9/30/15

Three

Months

Ended

6/30/15

Three

Months

Ended

9/30/14

Net

income to common shareholders

$41,166

$34,829

$46,553

Income allocated

to participating securities

($840)

($766)

($883)

Net

income allocated to common shareholders

$40,326

$34,063

$45,670

Weighted average common shares –

diluted

78,075

78,115

81,942

E.P.S.

-

diluted

$.52

$.44

$.56

See Note 9 in the most recent 10Q for more details on the two-class method for E.P.S. calculation.

22

Appendix: Purchase Accounting Adjustments

Core NII & NIM Reconciliation

* Excess cash recoveries include cash collected on certain zero carrying value acquired loan pools above expected amounts.

23

($s in millions)

3Q15

2Q15

1Q15

4Q14

3Q14

Net

Interest

Income

(TE)

–

reported

(NII)

$160.1

$154.9

$161.1

$163.6

$166.2

Whitney expected loan accretion (performing)

0.6

1.1

1.2

2.7

5.0

Whitney expected loan accretion (credit

impaired)

5.6

6.8

11.3

13.8

17.0

Peoples First expected loan

accretion

1.1

0.9

1.1

.7

.8

Excess cash

recoveries*

---

---

2.8

---

---

Total Loan Accretion

$7.3

$8.7

$16.4

$17.2

$22.8

Whitney premium bond amortization

(0.9)

(1.0)

(1.0)

(1.2)

(1.3)

Whitney and Peoples First CD accretion

---

---

---

---

---

Total Net Purchase Accounting  

Adjustments (PAAs) impacting NII

$6.4

$7.7

$15.3

$16.0

$21.5

Net

Interest

Income

(TE)

–

core

(Reported NII less net PAAs)

$153.8

$147.2

$145.8

$147.6

$144.7

Average Earning

Assets

$19,433

$18,781

$18,316

$17,911

$17,324

Net

Interest

Margin

–

reported

3.28%

3.30%

3.55%

3.63%

3.81%

Net

Purchase Accounting Adjustments (%)

.13%

.16%

.34%

.36%

.49%

Net Interest Margin -

core

3.15%

3.14%

3.21%

3.27%

3.32%

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

E

1Q16

E

2Q16

E

3Q16

E

4Q16

E

PAA Revenue - act*

37

33

35

27

24

23

19

14

14

6

5

PAA Revenue - proj*

5

5

4

3

3

2

Intangible Amort

7

7

7

7

7

7

7

6

6

6

6

6

5

5

5

5

Pre-tax impact

30

25

28

20

17

17

12

7

8

0

-1

0

-1

-2

-2

-3

$0

$5

$10

$15

$20

$25

$30

$35

$40

Appendix: Purchase Accounting

Impact/Trend

Impact of Purchase Accounting Adjustments

(projections

will be updated quarterly; subject to change)

$s in  millions

*Projected revenue includes loan accretion from Whitney and Peoples First,

offset by amortization of the Whitney bond portfolio premium and amortization

of the Peoples First indemnification asset.

2012

2013

2014

2015

2016

2017

Post

2017

Revenue impact*

$124

$132

$80

$31

$13

$9

$16

Pre-tax impact PAA

$93

$103

$54

$7

$0

$25

$50

$75

$100

$125

$150

24

N/M

N/M

N/M

As of September 30, 2015

Appendix: Non-GAAP Reconciliation

(Net Income, ROA, E.P.S.)

$s

in millions (except EPS)

Three Months

Ended 9/30/15

Three Months

Ended 6/30/15

Three Months

Ended 9/30/14

Net income

$41.2

$34.8

$46.6

Adjustments from net to operating income

Securities transactions gains

-

-

-

Total nonoperating

expense items (pre-tax)

-

8.9

3.9

Taxes on adjustments

at marginal tax rate

-

3.1

1.4

Total adjustments (net of taxes)

-

5.8

2.5

Operating income

$41.2

$40.6

$49.1

Adjustments from operating to core income

PAA

–

Net Interest Margin (see slide 23)

6.4

7.7

21.5

Intangible Amortization (noninterest expense)

-6.0

-6.1

-6.6

Amortization of Indemnification Asset (noninterest income)

-1.6

-1.3

-2.8

Total Purchase

Accounting Adjustments (PAA) (pre-tax)

$-1.2

$0.3

$12.1

Taxes on adjustments

at marginal tax rate

-0.4

0.1

4.2

Total PA

adjustments (net of taxes)

-0.8

0.2

7.9

Core

Income (Operating less purchase accounting items)

42.0

$40.4

$41.2

Average

Assets

$21,481

$20,875

$19,550

ROA (operating)

0.76%

0.78%

1.00%

ROA (core)

0.77%

0.78%

0.84%

Weighted Average Diluted Shares (thousands)

78,015

78,115

81,942

E.P.S. (operating)

$.52

$.51

$.59

E.P.S. (core)

$.53

$.51

$.49

25

Appendix:

Whitney Portfolio Continues Solid Performance

•

Loan mark on the acquired-performing portfolio accreted into earnings over the life of the

portfolio

•

Credit-impaired loan mark available for charge-offs; if not needed for charge-offs then

accreted into income

•

Quarterly reviews of accretion levels and portfolio performance will impact reported margin

26

As of September 30, 2015

$s in millions

Credit

-

Impaired

Performing

Total

Whitney loan mark at acquisition (as adjusted in 4Q11)

$284

$187

$471

Acquired portfolio loan balances at acquisition

$818

$6,101

$6,919

Discount at acquisition

34.7%

3.1%

6.8%

Remaining Whitney loan mark at 9/30/15

$38

$3

$41

Remaining acquired portfolio loan balances at 9/30/15

$73

$438

$511

Acquired loan charge-offs from acquisition thru 9/30/15

$24

$14

$38

Discount at 9/30/15

51.8%

0.7%

8.0%

Appendix:

Peoples First Loan Mark Used For Charge-Offs

•

FDIC acquired loan portfolio

•

Entire loan mark available for charge-offs; if not needed for charge-offs then accreted into income

•

Quarterly reviews of accretion levels and portfolio performance will impact reported margin

•

FDIC loss share receivable totaled $32.0 million at September 30, 2015

•

Non-single family FDIC loss share agreement expired at December 31, 2014

•

$178 million remains covered under FDIC single family loss share agreement

27

As of September 30, 2015

$s in millions

Credit

Impaired

Peoples

First loan mark at acquisition  (12/2009)

$509

Charge

-offs from acquisition thru 9/30/15

$429

Accretion since acquisition date

$94

Remaining loan mark at 9/30/15

$32

Impairment reserve at 9/30/15

$26

Remaining portfolio loan balances at 9/30/15

$251

Discount & allowance at 9/30/15

23%

LPO

–

Loan production office

LQA-

Linked-quarter annualized

M&A –

Mergers and acquisitions

NII –

Net interest income

NIM

–

Net interest margin

NPA –

Nonperforming assets

O&G

–

Oil and gas

Operating Income –

Operating income is defined as net income excluding

tax-effected securities transactions gains or losses and nonoperating

expense items.

ORE

–

Other real estate

PAA

–

Purchase accounting adjustments, including loan accretion from

Whitney and Peoples First, offset by amortization of the Whitney bond

portfolio premium, amortization of the Peoples First indemnification asset

and amortization of intangibles

RBL

–

Reserve-based lending

ROA

–

Return on average assets

RR

–

Risk rating

TCE –

Tangible common equity ratio (common shareholders’ equity less

intangible assets divided by total assets less intangible assets.

TE-

Taxable equivalent (calculated using a federal income tax rate of 35%)

Y-o-Y

–

Year over year

Appendix: Glossary of Terms

3Q15

–

Third quarter of 2015

4Q15

–

Fourth quarter of 2015

AFS

–

Available

for sale

ALLL

–

Allowance  for loan and lease loss

Annualized

–

Calculated to reflect a rate based on a full year

Core

–

Excluding purchase accounting items

Core Income –

Operating income less purchase accounting adjustments

Core NIM –

Reported net interest income (TE) excluding total net purchase

accounting adjustments, annualized, as a percent of average earning assets

Core Revenue –

Net interest income (TE) plus noninterest income excluding

purchase accounting adjustments for both categories

DDA

–

Noninterest-bearing deposit accounts

E&P

–

Exploration and Production (Oil & Gas)

Efficiency ratio –

noninterest expense to total net interest (TE) and noninterest

income, excluding amortization of purchased intangibles, nonoperating

items,

and securities transactions.

EOP-

End of period

EPS

–

Earnings per share

HTM

–

Held to maturity

IRR

–

Interest rate risk

Linked-quarter

–

current quarter compared to previous quarter

28

Third Quarter 2015

Financial Results

October 22, 2015

Third Quarter 2015

Financial Results

October 22, 2015