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 ~~Yes~~ ☐ No No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ ☒Yes ~~Yes~~ ☐ No 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:

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 No

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

~~86,826,483~~86,369,000 common shares were outstanding at ~~October 31, 2021.~~April 30, 2022.

Hancock Whitney Corporation – a financial holding company registered with the Securities and Exchange Commission

Hancock Whitney Bank – a wholly-owned subsidiary of Hancock Whitney Corporation through which Hancock Whitney Corporation conducts its banking operations

AMERIBOR - Index created by the American Financial Exchange as a potential replacement for LIBOR; calculated daily as the volume-weighted average interest rate of the overnight unsecured loans on American Financial Exchange

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

Beta – amount by which deposit or loan costs change in response to movement in short-term interest rates

CECL – Current Expected Credit Losses, the term commonly used to refer to the methodology of estimating credit losses required by ASC 326, “Financial Instruments – Credit Losses.” ASC 326 was adopted by the Company on January 1, 2020, superseding the methodology prescribed by ASC 310.

Coronavirus – the novel coronavirus declared a pandemic during the first quarter of 2020, resulting in prolonged market disruptions

Excess Liquidity – deposits held at the Federal Reserve above $200 million, plus excess investments in the securities portfolio above normal cash flows

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

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

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

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

~~PCI~~PPNR – ~~purchased credit impaired loans, as defined by ASC 310-30~~Pre-provision net revenue

PPP – Paycheck Protection Program, a loan program administered by the Small Business Administration designed to provide a direct incentive for small businesses to keep workers on payroll during interruptions caused by the COVID-19 pandemic

Reference rate reform – refers to the global transition away from LIBOR and other interbank offered rates toward new reference rates that are more reliable and robust

~~Structured Solutions~~ ~~– longer-term contractual payment modifications of original loan agreement~~te

te – taxable equivalent adjustment, or the term used to indicate that a financial measure is presented on a fully taxable equivalent basis

Volcker Rule – Section 619 of the Dodd-Frank Act and regulations promulgated thereunder, as applicable

The following tables present the amortized cost and ~~estimated~~ fair value of debt securities available for sale and held to maturity at ~~September 30, 2021~~March 31, 2022 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.

The Company held 0 securities classified as trading at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~ 2021.

Securities with carrying values totaling ~~$3.6~~ $4.2billion and ~~$3.4~~$4.0 billion were pledged as collateral at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, primarily to secure public deposits or securities sold under agreements to repurchase.

The Company’s policy is to invest only in securities of investment grade quality. These investments are largely limited to U.S. agency securities and municipal securities. Management has concluded, based on the long history of no credit losses, that the expectation of nonpayment of the held to maturity securities carried at amortized cost is zero for securities that are backed by the full faith and credit of and/or guaranteed by the U.S. government. As ~~such,0~~such, 0 allowance for credit losses has been recorded for these securities. The municipal portfolio is analyzed separately for allowance for credit loss in accordance with the applicable guidance for each portfolio as noted below.

~~At each reporting period, the~~The Company evaluates credit impairment for individual securities available for sale whose fair value was below amortized cost with a more than inconsequential risk of default and where the Company had assessed whether the decline in fair value was significant enough to suggest a credit event occurred. There were 0 securities that met the criteria of a credit loss event and, therefore, 0 allowance for credit loss was recorded ~~for either~~in any period presented.

The fair value and gross unrealized losses for securities classified as available for sale with unrealized losses for the periods indicated follow.

At ~~each~~each reporting period, the Company evaluates its held to maturity municipal obligation portfolio for credit loss using probability of default and loss given default models. The models ~~are~~were run using a long-term average probability of default migration and with a probability weighting of Moody’s economic forecasts. The ~~economic forecasts are largely weighted to a baseline scenario with some weight given to one or more upside and/or downside scenarios. The~~ resulting credit loss, ~~was~~if any, were negligible ~~for both periods presented~~ and no allowance for credit loss was recorded.

The fair value and gross unrealized losses for securities classified as held to maturity with unrealized losses for the periods indicated follow.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had ~~115~~ 462and 28142 securities, respectively, with market values below their cost basis. None of the unrealized losses relate primarily to the marketability of the securities or the issuer’s ability to meet contractual obligations. 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. The unrealized losses were deemed to be non-credit related at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The Company has adequate liquidity and, therefore does not plan to, and more likely than not, will not be required to liquidate these securities before recovery of the indicated impairment.

3. Loans and Allowance for Credit Losses

The Company generally makes loans in its market areas of south and central Mississippi; southern and central Alabama; northwest, central and south Louisiana; the northern, central and panhandle regions of Florida; certain areas of east and northeast Texas, including Houston, Beaumont, Dallas, and ~~Dallas;~~San Antonio; and Nashville, Tennessee.

Loans, net of unearned income, by portfolio are presented at amortized cost basis in the table below. Amortized cost does not include accrued interest, which is reflected in the accrued interest line item in the Consolidated Balance Sheets, totaling ~~$70.5~~$69.3 million and ~~$76.2~~$67.8 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Included in commercial non-real estate loans at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~ 2021 was ~~$935.3~~$334.8 million ~~and $2.0 billion,~~and $531.1 million, respectively, of Paycheck Protection Program loans, described in more detail below. The following table presents loans, net of unearned income, by portfolio class at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.


	March 31,		December 31,
(in thousands)	2022		2021
Commercial non-real estate	$	9,584,480	$	9,612,460
Commercial real estate - owner occupied		2,868,233		2,821,246
Total commercial and industrial		12,452,713		12,433,706
Commercial real estate - income producing		3,563,299		3,464,626
Construction and land development		1,286,655		1,228,670
Residential mortgages		2,462,900		2,423,890
Consumer		1,557,774		1,583,390
Total loans	$	21,323,341	$	21,134,282

September 30,

December 31,

(in thousands)

2021

2020

Commercial non-real estate

$
9,416,990

$
9,986,983

Commercial real estate - owner occupied

2,812,926

2,857,445

Total commercial and industrial

12,229,916

12,844,428

Commercial real estate - income producing

3,467,939

3,357,939

Construction and land development

1,213,991

1,065,057

Residential mortgages

2,351,053

2,665,212

Consumer

1,623,116

1,857,295

Total loans

$
20,886,015

$
21,789,931

The following briefly describes the composition of each loan category and portfolio class.

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 tangible or intangible business assets such as accounts receivable, inventory, ownership, enterprise value 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 non-real estate loans also include loans made under the Small Business Administration’s (SBA) Paycheck Protection Program (PPP). PPP loans are guaranteed by the SBA and are forgivable to the debtor upon satisfaction of certain criteria. The loans bear interest at 1%1% per annum and have two or five year terms, depending on the date of origination. These loans also earn an origination fee of 1%1%, 3%, or 5%5%, depending on the loan ~~size; this origination fee~~size, which is deferred and amortized over the estimated life of the loan using the effective yield method.

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.

Table of Contents

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 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 consumer loans include automobile financing provided to the consumer through an agreement with automobile dealerships, though the Company is no longer engaged in this type of lending and the remaining portfolio is in runoff. 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 Credit Losses

The following tables present activity in the allowance for credit losses (ACL) by portfolio class for the nine months ended September 30, 2021 and 2020, as well as the corresponding recorded investment in loans at the end of each period. Effective January 1, 2020, the Company adopted the provisions of Accounting Standards Codification (ASC) 326, “Financial Instruments – Credit Losses,” using a modified retrospective basis. ASC 326, commonly referred to as CECL, prescribed a change in computing allowance for credit losses from an incurred methodology to a life of loan methodology. The difference between the December 31, 2019 incurred allowance and the CECL allowance is reflected as a cumulative effect of change in accounting principle in the ACL activity for the nine months ended September 30, 2020.

Commercial

Total

Commercial

Commercial

real estate-

commercial

real estate-

Construction

non-real

owner

and

income

and land

Residential

(in thousands)

estate

occupied

industrial

producing

development

mortgages

Consumer

Total

Nine Months Ended September 30, 2021

Allowance for credit losses

Allowance for loan losses:

Beginning balance

$
149,693

$
69,134

$
218,827

$
109,474

$
26,462

$
48,842

$
46,572

$
450,177

Charge-offs

(32,369
)

(1,722
)

(34,091
)

(231
)

(267
)

(218
)

(9,874
)

(44,681
)
Recoveries

6,579

363

6,942

100

1,548

933

4,636

14,159

Net provision for loan losses

(17,594
)

(10,642
)

(28,236
)

11,752

(5,167
)

(18,484
)

(7,999
)

(48,134
)
Ending balance - allowance for loan losses

$
106,309

$
57,133

$
163,442

$
121,095

$
22,576

$
31,073

$
33,335

$
371,521

Reserve for unfunded lending commitments:

Beginning balance

$
4,529

$
381

$
4,910

$
1,099

$
22,694

$
19

$
1,185

$
29,907

Provision for losses on unfunded commitments

(176
)

(131
)

(307
)

124

(383
)

(8
)

(387
)

(961
)
Ending balance - reserve for unfunded lending commitments

4,353

250

4,603

1,223

22,311

11

798

28,946

Total allowance for credit losses

$
110,662

$
57,383

$
168,045

$
122,318

$
44,887

$
31,084

$
34,133

$
400,467

Allowance for loan losses:

Individually evaluated

$
113

$
33

$
146

$
20

$
20

$
447

$
202

$
835

Collectively evaluated

106,196

57,100

163,296

121,075

22,556

30,626

33,133

370,686

Allowance for loan losses

$
106,309

$
57,133

$
163,442

$
121,095

$
22,576

$
31,073

$
33,335

$
371,521

Reserve for unfunded lending commitments:

Individually evaluated

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

Collectively evaluated

4,353

250

4,603

1,223

22,311

11

798

28,946

Reserve for unfunded lending commitments:

$
4,353

$
250

$
4,603

$
1,223

$
22,311

$
11

$
798

$
28,946

Total allowance for credit losses

$
110,662

$
57,383

$
168,045

$
122,318

$
44,887

$
31,084

$
34,133

$
400,467

Loans:

Individually evaluated

$
5,929

$
5,618

$
11,547

$
4,004

$
127

$
5,083

$
1,315

$
22,076

Collectively evaluated

9,411,061

2,807,308

12,218,369

3,463,935

1,213,864

2,345,970

1,621,801

20,863,939

Total loans

$
9,416,990

$
2,812,926

$
12,229,916

$
3,467,939

$
1,213,991

$
2,351,053

$
1,623,116

$
20,886,015

~~Table of Contents~~

Commercial

Total

Commercial

Commercial

real estate-

commercial

real estate-

Construction

non-real

owner

and

income

and land

Residential

(in thousands)

estate

occupied

industrial

producing

development

mortgages

Consumer

Total

Nine Months Ended September 30, 2020

Allowance for credit losses

Allowance for loan losses:

Beginning balance

$
106,432

$
10,977

$
117,409

$
20,869

$
9,350

$
20,331

$
23,292

$
191,251

Cumulative effect of change in accounting principle

(244
)

14,877

14,633

7,287

7,478

12,921

7,092

49,411

Charge-offs

(364,123
)

(1,828
)

(365,951
)

(2,211
)

(7
)

(170
)

(13,640
)

(381,979
)
Recoveries

4,831

659

5,490

46

549

1,078

4,360

11,523

Net provision for loan losses

401,155

41,336

442,491

78,661

12,325

17,613

27,378

578,468

Ending balance - allowance for loan losses

$
148,051

$
66,021

$
214,072

$
104,652

$
29,695

$
51,773

$
48,482

$
448,674

Reserve for unfunded lending commitments:

Beginning balance

$
3,974

$
—

$
3,974

$
—

$
—

$
—

$
—

$
3,974

Cumulative effect of change in accounting principle

5,772

288

6,060

449

15,658

17

5,146

27,330

Provision for losses on unfunded commitments

(3,786
)

187

(3,599
)

1,599

6,046

(11
)

(3,813
)

222

Ending balance - reserve for unfunded lending commitments

5,960

475

6,435

2,048

21,704

6

1,333

31,526

Total allowance for credit losses

$
154,011

$
66,496

$
220,507

$
106,700

$
51,399

$
51,779

$
49,815

$
480,200

Allowance for loan losses:

Individually evaluated for impairment

$
27,304

$
1,344

$
28,648

$
24

$
169

$
416

$
456

$
29,713

Collectively evaluated for impairment

120,747

64,677

185,424

104,628

29,526

51,357

48,026

418,961

Allowance for loan losses

$
148,051

$
66,021

$
214,072

$
104,652

$
29,695

$
51,773

$
48,482

$
448,674

Reserve for unfunded lending commitments:

Individually evaluated

$
992

$
—

$
992

$
—

$
—

$
—

$
5

$
997

Collectively evaluated

4,968

475

5,443

2,048

21,704

6

1,328

30,529

Reserve for unfunded lending commitments:

5,960

475

6,435

2,048

21,704

6

1,333

31,526

Total allowance for credit losses

$
154,011

$
66,496

$
220,507

$
106,700

$
51,399

$
51,779

$
49,815

$
480,200

Loans:

Individually evaluated for impairment

$
73,139

$
11,124

$
84,263

$
5,549

$
1,837

$
6,064

$
3,924

$
101,637

Collectively evaluated for impairment

10,184,649

2,768,283

12,952,932

3,401,005

1,094,312

2,748,324

1,941,994

22,138,567

Total loans

$
10,257,788

$
2,779,407

$
13,037,195

$
3,406,554

$
1,096,149

$
2,754,388

$
1,945,918

$
22,240,204

The calculation of the allowance for credit losses is performed using two primary approaches: a collective approach for pools of loans that have similar risk characteristics using a loss rate analysis, and a specific reserve analysis for credits individually evaluated. The allowance for credit losses was developed using multiple Moody’s Analytics (“~~Moody’s)~~Moody’s") macroeconomic forecasts applied to internally developed credit models for a two year reasonable and supportable period. The following tables present activity in the allowance for credit losses (ACL) by portfolio class for the three months ended March 31, 2022 and 2021, as well as the corresponding recorded investment in loans at the end of each period.

Table of Contents


				Commercial			Total			Commercial
	Commercial			real estate-			commercial			real estate-			Construction
	non-real			owner			and			income			and land			Residential
(in thousands)	estate			occupied			industrial			producing			development			mortgages			Consumer			Total
	Three Months Ended March 31, 2022
Allowance for credit losses
Allowance for loan losses:
Beginning balance	$	95,888		$	53,433		$	149,321		$	108,058		$	22,102		$	30,623		$	31,961		$	342,065
Charge-offs		(2,659	)		—			(2,659	)		(4	)		—			(42	)		(2,680	)		(5,385	)
Recoveries		2,142			389			2,531			878			68			61			1,528			5,066
Net provision for loan losses		(8,072	)		(5,361	)		(13,433	)		(3,565	)		(1,082	)		(4,307	)		(1,516	)		(23,903	)
Ending balance - allowance for loan losses	$	87,299		$	48,461		$	135,760		$	105,367		$	21,088		$	26,335		$	29,293		$	317,843
Reserve for unfunded lending commitments:
Beginning balance	$	4,522		$	323		$	4,845		$	1,694		$	21,907		$	22		$	866		$	29,334
Provision for losses on unfunded commitments		(246	)		108			(138	)		453			474			(3	)		590			1,376
Ending balance - reserve for unfunded lending commitments		4,276			431			4,707			2,147			22,381			19			1,456			30,710
Total allowance for credit losses	$	91,575		$	48,892		$	140,467		$	107,514		$	43,469		$	26,354		$	30,749		$	348,553
Allowance for loan losses:
Individually evaluated	$	112		$	32		$	144		$	20		$	20		$	408		$	174		$	766
Collectively evaluated		87,187			48,429			135,616			105,347			21,068			25,927			29,119			317,077
Allowance for loan losses	$	87,299		$	48,461		$	135,760		$	105,367		$	21,088		$	26,335		$	29,293		$	317,843
Reserve for unfunded lending commitments:
Individually evaluated	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Collectively evaluated		4,276			431			4,707			2,147			22,381			19			1,456			30,710
Reserve for unfunded lending commitments:	$	4,276		$	431		$	4,707		$	2,147		$	22,381		$	19		$	1,456		$	30,710
Total allowance for credit losses	$	91,575		$	48,892		$	140,467		$	107,514		$	43,469		$	26,354		$	30,749		$	348,553
Loans:
Individually evaluated	$	1,742		$	951		$	2,693		$	1,309		$	122		$	4,534		$	929		$	9,587
Collectively evaluated		9,582,738			2,867,282			12,450,020			3,561,990			1,286,533			2,458,366			1,556,845			21,313,754
Total loans	$	9,584,480		$	2,868,233		$	12,452,713		$	3,563,299		$	1,286,655		$	2,462,900		$	1,557,774		$	21,323,341

In arriving at the ~~calculation of the September 30, 2021~~March 31, 2022 allowance, the Company weighted the ~~September 2021~~March 2022 baseline economic forecast, which Moody’s defines as the “most likely outcome” based on current conditions and its view of where the economy is headed, ~~at 50%.~~with a 40% probability. The ~~September 2021~~March 31, 2022 baseline scenario ~~assumes: (1) coronavirus herd resiliency was~~assumesCOVID-19 infections have already abated; the disruption to the U.S. economy from the Russian invasion of Ukraine will be limited and temporary; the legislature passes a $600 billion social and climate package; full-employment economy being achieved in late ~~August 2021, with infection abatement in November 2021; (2) no new widespread economic shutdowns will occur in response to virus outbreaks; (3) the unemployment rate~~2022 or early 2023; GDP continues to decline, with fourth quarter 2021 averaging 4.5%, and full year 2021, 2022 and 2023 rates averaging 5.5%, 3.6% and 3.5%, respectively; (4) gross domestic product will increase an average of 6.0% in 2021, 4.3%grow between 3%-3.5% in 2022 and ~~2.3% in~~ 2023; ~~(5) the Build Back Better infrastructure~~ and ~~social legislation package, forecasted to be passed in late 2021 at $2.5 trillion, will provide an additional boost to the economy; and (6)~~ the Federal Reserve ~~will continue to respond~~has four 25-basis point interest rate increases in 2022. Alternative Moody’s forecast scenarios have varying depictions of economic performance as compared to the baseline. Consistent with our December 31, 2021 calculation, management determined that assumptions provided for in the downside slower near-term growth (S-2) to be somewhat more likely than the baseline scenario; as such, the S-2 scenario was given a 60% probability weighting in the allowance for credit losses calculation at March 31, 2022. The S-2 scenario assumes that, when compared to baseline, the conflict between Russian and Ukraine spans longer than anticipated and that global supply chain issues worsen, prompting a higher rate of inflation, and as a result, the Federal Reserve raises interest rates more often, generating corrections in equity markets and declines in spending. Further, the S-2 scenario assumes the economic ~~impact~~legislation package will be less effective; unemployment begins to rise in the second quarter of 2022, with the return to full employment not occurring until the fourth quarter of 2023; and the number of COVID-19 ~~by maintaining rates~~cases slows consumer spending on retail goods and travel and leisure activities. Despite the lingering economic effects of the COVID-19 pandemic and the emergence of new risks stemming from geopolitical conflict, overall credit loss outlook on our portfolio has not changed materially since year-end. Positive economic indicators of growth in our markets, continued improvements in our asset quality metrics and minimal credit losses in recent periods allowed for a release of credit loss reserves across all portfolios at ~~or near 0 until~~March 31, 2022.

Table of Contents


				Commercial			Total			Commercial
	Commercial			real estate-			commercial			real estate-			Construction
	non-real			owner			and			income			and land			Residential
(in thousands)	estate			occupied			industrial			producing			development			mortgages			Consumer			Total
	Three Months Ended March 31, 2021
Allowance for credit losses
Allowance for loan losses:
Beginning balance	$	149,693		$	69,134		$	218,827		$	109,474		$	26,462		$	48,842		$	46,572		$	450,177
Charge-offs		(17,512	)		(347	)		(17,859	)		(194	)		(248	)		(109	)		(3,694	)		(22,104	)
Recoveries		1,899			37			1,936			—			159			206			1,549			3,850
Net provision for loan losses		(5,144	)		(2,301	)		(7,445	)		6,899			(1,200	)		(6,420	)		603			(7,563	)
Ending balance - allowance for loan losses	$	128,936		$	66,523		$	195,459		$	116,179		$	25,173		$	42,519		$	45,030		$	424,360
Reserve for unfunded lending commitments:
Beginning balance	$	4,529		$	381		$	4,910		$	1,099		$	22,694		$	19		$	1,185		$	29,907
Provision for losses on unfunded commitments		2,642			131			2,773			439			(617	)		3			54			2,652
Ending balance - reserve for unfunded lending commitments		7,171			512			7,683			1,538			22,077			22			1,239			32,559
Total allowance for credit losses	$	136,107		$	67,035		$	203,142		$	117,717		$	47,250		$	42,541		$	46,269		$	456,919

Allowance for loan losses:
Individually evaluated for impairment	$	4,564		$	1,242		$	5,806		$	22		$	21		$	486		$	739		$	7,074
Collectively evaluated for impairment		124,372			65,281			189,653			116,157			25,152			42,033			44,291			417,286
Allowance for loan losses	$	128,936		$	66,523		$	195,459		$	116,179		$	25,173		$	42,519		$	45,030		$	424,360
Reserve for unfunded lending commitments:
Individually evaluated	$	190		$	51		$	241		$	—		$	—		$	—		$	—		$	241
Collectively evaluated		6,981			461			7,442			1,538			22,077			22			1,239			32,318
Reserve for unfunded lending commitments:	$	7,171		$	512		$	7,683		$	1,538		$	22,077		$	22		$	1,239		$	32,559
Total allowance for credit losses	$	136,107		$	67,035		$	203,142		$	117,717		$	47,250		$	42,541		$	46,269		$	456,919
Loans:
Individually evaluated for impairment	$	20,132		$	10,047		$	30,179		$	4,363		$	131		$	5,241		$	2,779		$	42,693
Collectively evaluated for impairment		10,071,210			2,785,057			12,856,267			3,406,665			1,122,010			2,483,551			1,753,673			21,622,166
Total loans	$	10,091,342		$	2,795,104		$	12,886,446		$	3,411,028		$	1,122,141		$	2,488,792		$	1,756,452		$	21,664,859

The modest release across most portfolios during the first quarter of ~~2023. The downside scenario S-2 was weighted at 50% to incorporate a reasonably possible alternative economic outcome. The S-2 scenario~~2021 reflects ~~a slower economic recovery as compared to~~ the ~~baseline, with key assumptions that include a~~ ~~delay in infection abatement, continued supply chain disruptions, a scaled back stimulus package resulting in less of a rise in real consumer spending and a~~ ~~near-term rise in unemployment that impedes growth in late 2021 and in 2022~~. ~~The modest release during the third quarter of 2021 reflects~~ improvements in the economic forecast. The continued elevated allowance level iswas a result of uncertainty surrounding ~~payment~~future performance ~~of borrowers in certain regions and/or industries that have not returned to pre-pandemic circumstances and~~ as the impact of ~~federal~~ stimulus diminishes and modifications expire. In arriving at the allowance for credit losses at March 31, 2021, the Company weighted the baseline economic forecast at 65% and the downside slower near-term growth scenario S-2 at 35%.

Table of Contents

Nonaccrual loans and loans modified in troubled debt restructurings

The following table shows the composition of nonaccrual loans and those without an allowance for loan loss, by portfolio class.



		March 31,						December 31,
	2022							2021
(in thousands)		Total nonaccrual			Nonaccrual without allowance for loan loss			Total nonaccrual			Nonaccrual without allowance for loan loss
Commercial non-real estate	$		5,312	$		1,247	$		6,974	$		1,264
Commercial real estate - owner occupied			2,749			716			4,921			729
Total commercial and industrial			8,061			1,963			11,895			1,993
Commercial real estate - income producing			1,956			1,233			5,458			5,207
Construction and land development			584			—			844			—
Residential mortgages			22,744			1,287			25,439			1,997
Consumer			9,094			5			11,887			48
Total loans	$		42,439	$		4,488	$		55,523	$		9,245

September 30,

December 31,

2021

2020

(in thousands)

Total nonaccrual

Nonaccrual without allowance for loan loss

Total nonaccrual

Nonaccrual without allowance for loan loss

Commercial non-real estate

$

9,948

$

5,449

$

52,836

$

15,268

Commercial real estate - owner occupied

6,720

5,379

13,856

7,038

Total commercial and industrial

16,668

10,828

66,692

22,306

Commercial real estate - income producing

4,249

3,922

6,743

—

Construction and land development

1,238

—

2,486

1,116

Residential mortgages

25,964

1,598

40,573

1,705

Consumer

12,238

250

23,385

—

Total loans

$

60,357

$

16,598

$

139,879

$

25,127

Nonaccrual loans include nonaccruing loans modified in troubled debt restructurings (“TDRs”) of ~~$7.2~~$3.6 million and ~~$21.6~~$6.8 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Total TDRs, both accruing and nonaccruing, were ~~$10.3~~$6.5 million at ~~September 30, 2021~~March 31, 2022 and ~~$25.8~~$10.6 million at December 31, ~~2020.~~2021. All TDRs are individually evaluated for credit loss. At ~~September 30,~~March 31, 2022 and December 31, 2021, the Company had 0 unfunded commitments to borrowers whose loan terms have been modified in a ~~TDR and $4.6 million at December 31, 2020.~~TDR.

The ~~tables~~table below provides detail by portfolio class TDRs that were modified during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. All such loans are individually evaluated for credit loss.


	Three Months Ended												Three Months Ended
($ in thousands)	September 30, 2021						September 30, 2020						March 31, 2022						March 31, 2021
Troubled Debt Restructurings:	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial non-real estate		—	$	—	$	—		—	$	—	$	—		—	$	—	$	—		3	$	6,935	$	6,935
Commercial real estate - owner occupied		—		—		—		—		—		—		—		—		—		—		—		—
Total commercial and industrial		—		—		—		—		—		—		—		—		—		3		6,935		6,935
Commercial real estate - income producing		—		—		—		—		—		—		—		—		—		—		—		—
Construction and land development		—		—		—		—		—		—		—		—		—		—		—		—
Residential mortgages		1		196		196		5		1,358		1,358		2		110		115		1		210		210
Consumer		—		—		—		2		25		25		2		73		73		1		54		54
Total loans		1	$	196	$	196		7	$	1,383	$	1,383		4	$	183	$	188		5	$	7,199	$	7,199

Nine Months Ended

($ in thousands)

September 30, 2021

September 30, 2020

Pre-
Modification

Post-
Modification

Pre-
Modification

Post-
Modification

Number

Outstanding

Outstanding

Number

Outstanding

Outstanding

of

Recorded

Recorded

of

Recorded

Recorded

Troubled Debt Restructurings:

Contracts

Investment

Investment

Contracts

Investment

Investment

Commercial non-real estate

3

$
6,935

$
6,935

3

$
745

$
745

Commercial real estate - owner occupied

—

—

—

—

—

—

Total commercial and industrial

3

6,935

6,935

3

745

745

Commercial real estate - income producing

—

—

—

—

—

—

Construction and land development

—

—

—

1

15

15

Residential mortgages

3

515

538

14

3,424

3,424

Consumer

4

86

86

7

89

89

Total loans

10

$
7,536

$
7,559

25

$
4,273

$
4,273

~~Table of Contents~~

The TDRs modified during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 reflected in the table above include ~~$7.1~~$0.1 million of loans with interest rate reduction and $0.1 million with other modifications. The TDRs modified during the three months ended March 31, 2021 include $1.9 million of loans with extended amortization terms or other payment concessions, and $0.5 million of loans with other modifications. The TDRs modified during the nine months ended September 30, 2020 include $0.7 million of loans with extended amortization terms or other payment concessions, $1.1 million with reduced interest rates, $0.4 million with significant covenant waivers, and $2.1$5.3 million with other modifications.

NaN ~~residential mortgage loan~~ commercial non-real estate loans totaling ~~$0.6~~$3.1 million that defaulted during the ~~nine~~three months period ended March 31, 2022 had been modified in a TDR during the twelve months prior to default.NaN residential loan totaling $0.6 million that defaulted during the three months ended ~~September 30,~~March 31, 2021 had been modified in a TDR during the twelve months prior to default.

Table of Contents

~~NaNcommercial non-real estate loan totaling $0.4 million, 1 residential mortgage loan totaling $0.6 million and 2 consumer loans totaling $0.2 million that defaulted during~~

The TDR disclosures for the ~~nine~~three months ended ~~September 30, 2020 had been modified in a TDR during the twelve months prior to default.~~

~~The~~ ~~TDR disclosures above~~March 31, 2021 do not include loans eligible for exclusion from TDR assessment under Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)~~. Loans modified under the CARES Act are~~, which expired on December 31, 2021. Any such loan having an eligible modification was reported in the aging analysis that follows based on the modified terms.

Aging Analysis

The tables below present the aging analysis of past due loans by portfolio class at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

September 30, 2021	30-59 days past due		60-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and still accruing

March 31, 2022															30-59 days past due		60-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and still accruing
(in thousands)
Commercial non-real estate	$	5,623	$	2,100	$	14,568	$	22,291	$	9,394,699	$	9,416,990	$	7,228	$	7,206	$	2,033	$	5,247	$	14,486	$	9,569,994	$	9,584,480	$	701
Commercial real estate - owner occupied		5,761		762		1,548		8,071		2,804,855		2,812,926		142		2,443		1,245		3,153		6,841		2,861,392		2,868,233		1,721
Total commercial and industrial		11,384		2,862		16,116		30,362		12,199,554		12,229,916		7,370		9,649		3,278		8,400		21,327		12,431,386		12,452,713		2,422
Commercial real estate - income producing		1,175		1,474		5,441		8,090		3,459,849		3,467,939		1,346		1,769		9		1,870		3,648		3,559,651		3,563,299		—
Construction and land development		369		733		1,035		2,137		1,211,854		1,213,991		57		8,470		99		333		8,902		1,277,753		1,286,655		3
Residential mortgages		3,799		5,579		17,567		26,945		2,324,108		2,351,053		254		29,874		2,766		9,723		42,363		2,420,537		2,462,900		209
Consumer		13,750		3,108		7,331		24,189		1,598,927		1,623,116		943		7,093		2,743		4,666		14,502		1,543,272		1,557,774		1,634
Total	$	30,477	$	13,756	$	47,490	$	91,723	$	20,794,292	$	20,886,015	$	9,970	$	56,855	$	8,895	$	24,992	$	90,742	$	21,232,599	$	21,323,341	$	4,268


December 31, 2021	30-59 days past due		60-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and still accruing
(in thousands)
Commercial non-real estate	$	8,381	$	3,123	$	7,041	$	18,545	$	9,593,915	$	9,612,460	$	2,818
Commercial real estate - owner occupied		704		653		1,563		2,920		2,818,326		2,821,246		142
Total commercial and industrial		9,085		3,776		8,604		21,465		12,412,241		12,433,706		2,960
Commercial real estate - income producing		281		107		5,307		5,695		3,458,931		3,464,626		—
Construction and land development		2,624		1,022		587		4,233		1,224,437		1,228,670		83
Residential mortgages		23,306		4,638		15,339		43,283		2,380,607		2,423,890		310
Consumer		6,806		2,805		7,447		17,058		1,566,332		1,583,390		2,171
Total	$	42,102	$	12,348	$	37,284	$	91,734	$	21,042,548	$	21,134,282	$	5,524

December 31, 2020

30-59
days
past due

60-89
days
past due

Greater
than
90 days
past due

Total
past due

Current

Total
Loans

Recorded
investment
> 90 days
and still
accruing

(in thousands)

Commercial non-real estate

$
7,963

$
2,564

$
39,530

$
50,057

$
9,936,926

$
9,986,983

$
583

Commercial real estate - owner occupied

1,525

753

13,663

15,941

2,841,504

2,857,445

955

Total commercial and industrial

9,488

3,317

53,193

65,998

12,778,430

12,844,428

1,538

Commercial real estate - income producing

1,494

798

5,744

8,036

3,349,903

3,357,939

182

Construction and land development

4,168

284

2,001

6,453

1,058,604

1,065,057

—

Residential mortgages

29,319

9,858

27,886

67,063

2,598,149

2,665,212

912

Consumer

12,215

5,012

11,714

28,941

1,828,354

1,857,295

729

Total

$
56,684

$
19,269

$
100,538

$
176,491

$
21,613,440

$
21,789,931

$
3,361

Table of Contents

Credit Quality Indicators

The following tables present the credit quality indicators by segment and portfolio class of loans ~~held for investment~~ at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The Company routinely assesses the ratings of loans in its portfolio through an established and comprehensive portfolio management process. ~~In addition, the Company often examines portfolios of loans to determine if there are areas of risk not specifically identified in its loan by loan approach.~~


	September 30, 2021												March 31, 2022
(in thousands)	Commercial non-real estate		Commercial real estate - owner- occupied		Total commercial and industrial		Commercial real estate - income producing		Construction and land development		Total commercial		Commercial non-real estate		Commercial real estate - owner- occupied		Total commercial and industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	9,032,981	$	2,659,738	$	11,692,719	$	3,363,503	$	1,190,718	$	16,246,940	$	9,223,834	$	2,707,795	$	11,931,629	$	3,494,699	$	1,260,421	$	16,686,749
Pass-Watch		204,260		68,660		272,920		79,328		19,048		371,296		186,008		72,436		258,444		50,088		24,916		333,448
Special Mention		46,263		24,878		71,141		4,739		1,887		77,767		52,307		19,770		72,077		3,615		566		76,258
Substandard		133,486		59,650		193,136		20,369		2,338		215,843		122,331		68,232		190,563		14,897		752		206,212
Doubtful		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	9,416,990	$	2,812,926	$	12,229,916	$	3,467,939	$	1,213,991	$	16,911,846	$	9,584,480	$	2,868,233	$	12,452,713	$	3,563,299	$	1,286,655	$	17,302,667


	December 31, 2021
(in thousands)	Commercial non-real estate		Commercial real estate - owner- occupied		Total commercial and industrial		Commercial real estate - income producing		Construction and land development		Total commercial
Grade:
Pass	$	9,279,719	$	2,650,399	$	11,930,118	$	3,373,099	$	1,216,177	$	16,519,394
Pass-Watch		157,815		86,133		243,948		67,157		9,289		320,394
Special Mention		43,344		23,377		66,721		4,466		1,909		73,096
Substandard		131,582		61,337		192,919		19,904		1,295		214,118
Doubtful		—		—		—		—		—		—
Total	$	9,612,460	$	2,821,246	$	12,433,706	$	3,464,626	$	1,228,670	$	17,127,002

December 31, 2020

(in thousands)

Commercial
non-real
estate

Commercial
real estate -
owner-
occupied

Total
commercial
and industrial

Commercial
real estate -
income
producing

Construction
and land
development

Total
commercial

Grade:

Pass

$
9,439,264

$
2,641,423

$
12,080,687

$
3,219,155

$
1,033,060

$
16,332,902

Pass-Watch

314,739

114,358

429,097

89,968

22,820

541,885

Special Mention

79,613

46,239

125,852

5,989

5,751

137,592

Substandard

153,367

55,425

208,792

42,827

3,426

255,045

Doubtful

—

—

—

—

—

—

Total

$
9,986,983

$
2,857,445

$
12,844,428

$
3,357,939

$
1,065,057

$
17,267,424


	March 31, 2022						December 31, 2021
(in thousands)	Residential mortgage		Consumer		Total		Residential mortgage		Consumer		Total
Performing	$	2,438,792	$	1,547,751	$	3,986,543	$	2,396,282	$	1,570,516	$	3,966,798
Nonperforming		24,108		10,023		34,131		27,608		12,874		40,482
Total	$	2,462,900	$	1,557,774	$	4,020,674	$	2,423,890	$	1,583,390	$	4,007,280

September 30, 2021

December 31, 2020

(in thousands)

Residential
mortgage

Consumer

Total

Residential
mortgage

Consumer

Total

Performing

$
2,323,682

$
1,609,813

$
3,933,495

$
2,622,422

$
1,832,885

$
4,455,307

Nonperforming

27,371

13,303

40,674

42,790

24,410

67,200

Total

$
2,351,053

$
1,623,116

$
3,974,169

$
2,665,212

$
1,857,295

$
4,522,507

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 – 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.

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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.

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Doubtful – an asset that has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

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

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

Residential and Consumer:

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~~Performing – accruing loans that have not been modified in a troubled debt restructuring.~~

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Performing – accruing loans that have not been modified in a troubled debt restructuring.

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Nonperforming – loans for which there are good reasons to doubt that payments will be made in full. All loans with nonaccrual status and all loans that have been modified in a troubled debt restructuring are classified as nonperforming.

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Vintage Analysis

The following ~~table~~tables presents credit quality disclosures of amortized cost by segment and vintage for term loans and by revolving and revolving converted to amortizing at ~~September 30,~~March 31, 2022 and December 31, 2021. The Company defines vintage as the later of origination, renewal or restructure date.

	Term Loans
	Amortized Cost Basis by Origination Year																			Term Loans
		2021		2020		2019		2018		2017		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total		Amortized Cost Basis by Origination Year
March 31, 2022																					2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
(in thousands)
Commercial Loans:	Commercial Loans:																			Commercial Loans:
Pass		$	3,916,476	$	3,333,009	$	2,308,701	$	1,374,599	$	1,105,917	$	1,520,061	$	2,582,321	$	105,856	$	16,246,940		$	1,326,731	$	4,549,370	$	2,750,447	$	1,801,058	$	1,068,711	$	2,043,133	$	3,072,931	$	74,369	$	16,686,749
Pass-Watch			40,835		59,789		71,484		31,238		22,528		82,569		47,600		15,253		371,296			21,757		57,011		24,746		42,969		43,367		79,352		59,453		4,792		333,448
Special Mention			15,346		3,105		6,857		11,061		19,648		8,613		11,841		1,296		77,767			4,110		13,566		5,128		8,612		12,472		12,378		19,536		456		76,258
Substandard			26,982		51,212		38,745		17,302		27,220		22,332		25,384		6,666		215,843			31,450		24,783		36,877		37,591		15,382		36,110		23,046		973		206,212
Doubtful			—		—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—		—
Total Commercial Loans		$	3,999,639	$	3,447,115	$	2,425,787	$	1,434,200	$	1,175,313	$	1,633,575	$	2,667,146	$	129,071	$	16,911,846		$	1,384,048	$	4,644,730	$	2,817,198	$	1,890,230	$	1,139,932	$	2,170,973	$	3,174,966	$	80,590	$	17,302,667
Residential Mortgage and Consumer Loans:	Residential Mortgage and Consumer Loans:																			Residential Mortgage and Consumer Loans:
Performing		$	330,316	$	461,269	$	401,774	$	265,787	$	367,106	$	973,576	$	1,128,048	$	5,619	$	3,933,495		$	170,543	$	557,335	$	486,997	$	314,321	$	197,414	$	1,131,990	$	1,123,451	$	4,492	$	3,986,543
Nonperforming			433		1,101		1,902		3,599		5,614		25,114		1,424		1,487		40,674			30		1,250		1,027		2,299		3,360		25,096		746		323		34,131
Total Consumer Loans		$	330,749	$	462,370	$	403,676	$	269,386	$	372,720	$	998,690	$	1,129,472	$	7,106	$	3,974,169		$	170,573	$	558,585	$	488,024	$	316,620	$	200,774	$	1,157,086	$	1,124,197	$	4,815	$	4,020,674

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	Term Loans
	Amortized Cost Basis by Origination Year
December 31, 2021		2021		2020		2019			2018		2017		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
(in thousands)
Commercial Loans:
Pass		$	4,946,459	$	3,008,160	$	2,035,849	��	$	1,212,306	$	937,639	$	1,296,382	$	3,002,064	$	80,535	$	16,519,394
Pass-Watch			68,421		19,467		31,598			45,846		27,188		69,310		52,850		5,714		320,394
Special Mention			17,536		2,683		10,296			12,410		10,669		3,656		9,603		6,243		73,096
Substandard			43,895		43,494		36,763			14,664		28,337		16,125		20,358		10,482		214,118
Doubtful			—		—		—			—		—		—		—		—		—
Total Commercial Loans		$	5,076,311	$	3,073,804	$	2,114,506		$	1,285,226	$	1,003,833	$	1,385,473	$	3,084,875	$	102,974	$	17,127,002
Residential Mortgage and Consumer Loans:
Performing		$	580,813	$	467,497	$	355,833		$	223,494	$	320,344	$	892,361	$	1,120,461	$	5,995	$	3,966,798
Nonperforming			565		951		2,018			4,465		4,719		24,365		1,432		1,967		40,482
Total Consumer Loans		$	581,378	$	468,448	$	357,851		$	227,959	$	325,063	$	916,726	$	1,121,893	$	7,962	$	4,007,280

Residential Mortgage Loans in Process of Foreclosure

Loans in process of foreclosure include those for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction. Included in loans at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020 was $6.1~~2021 were $5.6 million and ~~$17.2~~$4.4 million, respectively, of consumer loans secured by single family residential real estate that were in process of foreclosure. In addition to the single family residential real estate loans in process of foreclosure, the Company also held ~~$4.0 million and $3.4~~$2.4 million of foreclosed single family residential properties in other real estate owned at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020, respectively.~~2021.

Loans Held for Sale

Loans held for sale totaled $59.9 million and $93.1 million at March 31, 2022 and December 31, 2021, respectively. Loans held for sale is composed primarily of mortgage loans originated for sale in the secondary market. At March 31, 2022, residential mortgage loans carried at the fair value option totaled $25.0 million with an unpaid principal balance of $25.1 million. At December 31, 2021, residential mortgage loans carried at the fair value option totaled $41.0 million with an unpaid principal balance of $40.1 million. All other loans held for sale are carried at lower of cost or market.

~~The following table sets forth unamortized debt issuance costs associated with the respective debt instruments at September 30, 2021:~~

On June 15, 2021, the Company redeemed in full its 5.95% $150 million subordinated notes due 2045. The notes were redeemed at 100% of principal plus accrued and unpaid interest therein. Loss on extinguishment of debt included in other noninterest expense totaling $4.2 million represents the disposal of unamortized loan costs associated with the original issuance of the notes.

On June 9, 2020, the Company completed the issuance of subordinated notes payable with an aggregate principal amount of $172.5 million with a stated maturity of June 15, 2060. The notes accrue interest at a fixed rate of 6.25% per annum, with quarterly interest payments that began September 15, 2020. Subject to prior approval by the Federal Reserve, the Company may redeem the notes in whole or in part on any interest payment date on or after June 15, 2025. This debt qualifies as tier 2 capital in the calculation of certain regulatory capital ratios.

Substantially all of the Company’s other long-term debt consists of borrowings associated with tax credit fund activities. Although these borrowings have indicated maturities through 2050, each is expected to be satisfied at the end of the ~~seven-year~~ ~~compliance period for the related tax credit investments.~~

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. The Bank also ~~entered~~enters 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 interest rate risk exposure resulting from such agreements. In addition, 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.

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. T ~~During the nine months ended September 30, 2021, the~~he Company terminated sixswap agreements in 2021 and received cash of approximately ~~$23.7~~$23.7 million, which was recorded as accumulated other comprehensive income and ~~will be~~is being accreted into earnings through the original maturity dates of the respective contracts. The notional amounts of the swap agreements in place at ~~September 30, 2021~~March 31, 2022 expire as follows: ~~$50~~$425 million in ~~2021; $475~~2022; $150 million in ~~2022; $150~~2023; $250 million in ~~2023; $100~~2026; $400 million in ~~2026~~2027 and ~~$250~~$100 million thereafter.

The Company is party to forward-starting fixed payer swaps that convert the latter portion of the term of certain available for sale securities to a floating rate. These derivative instruments are designated as fair value hedges of interest rate risk. This strategy provides the Company with a fixed rate coupon during the front-end unhedged tenor of the bonds and results in a floating rate security during the back-end hedged tenor with hedged start dates between ~~August~~October 2023 through ~~August 2025,~~July 2026, and maturity dates from December 2027 through March 2032. The fair value of the hedged item attributable to interest rate risk will be presented in interest income along with the change in the fair value of the hedging instrument.

The majority of the hedged available for sale securities is a closed portfolio of pre-payable commercial mortgage backed securities. In accordance with ASC 815, prepayment risk may be excluded when measuring the change in fair value of such hedged items attributable to interest rate risk under the last-of-layer approach. At ~~September 30, 2021,~~March 31, 2022, the amortized cost basis of the closed portfolio of pre-payable commercial mortgage backed securities totaled ~~$1.7~~$1.9 billion. The amount that represents the hedged items was $~~1.5~~1.6 billion and the basis adjustment associated with the hedged items totaled ~~$21.0~~$60.2 million.

The Company terminatedfour fair value swap agreements during the three months ended March 31, 2022 and received cash of approximately $6.5 million. At the time of termination, the value of the swap was recorded as an adjustment to the book value of the underlying security thereby changing its current book yield and extending its duration.

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.

Certain of the Bank’s derivative instruments contain provisions allowing the financial institution counterparty to terminate the contracts in certain circumstances, such as a 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. At ~~September 30, 2021,~~March 31, 2022, the Company ~~was~~is not in violation of any such provisions. The aggregate fair value of derivative instruments with credit

risk-related contingent features that were in a net liability position at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was ~~$56.9~~$0.6 million and $49.4~~$109.7~~ million, respectively, for which the Company had posted collateral of ~~$24.3~~$0.7 million and ~~$44.7~~$15.0 million, respectively.

The Bank’s derivative instruments with 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 that 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. Offsetting information in regards to all derivative assets and liabilities, including accrued interest, subject to these master netting agreements at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 is presented in the following tables.

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

In ~~August 2021,~~March 2022, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ~~ASU 2021-06, “Presentation~~Accounting Standards Update ("ASU") 2022-01, "Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method," to provide clarification of ~~Financial Statements (Topic 205), Financial Services – Depository~~ and ~~Lending (Topic 942) and Financial Services – Investment Companies (Topic 946),” to reflect~~expand upon certain provisions of Topic 815 that became effective with the issuance of ~~SEC Release No. 33-10786,~~ ~~Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835,~~ ~~Update of Statistical Disclosures for Bank and Savings and Loan Registrants~~. The Company is required to comply with the rules set forth in SEC Release No. 33-10835 for fiscal years ending on or after December 31, 2021, with voluntary early compliance permitted. The Company adopted the rules set forth in this release in its December 31, 2020 Form 10-K and, therefore, was in compliance with this standard upon its issuance.

~~In January 2021, the FASB issued~~ ASU 2021-01, “Reference Rate Reform (Topic 848),” to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the transition to new reference rates.2017-12. The amendments in this update include the following provisions: (1) expand the current last-of-layer method to allow multiple hedged layers of a single closed portfolio and, accordingly, renaming the last-of-layer method to the portfolio layer method; (2) expand the scope of the portfolio layer method to include nonprepayable financial assets; (3) specify that eligible hedging instruments in a single-layer hedge may include spot-starting or forward-starting constant-notional swaps, or spot or forward-starting amortizing-notional swaps and that the number of hedged layers corresponds with the number of hedges designated; (4) provide additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method whether a single hedged layer or multiple hedged layers are designated, and; (5) specify how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. The amendments in this update ~~do not~~ apply to contract modifications made after December 31, 2022, new hedging relationships entered into after December 31, 2022, and existing hedging relationships evaluated for effectiveness in periods after December 31, 2022, except for hedging relationships existing as of December 31, 2022,all entities that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship (including periods after December 31, 2022). The provisions of this guidance were effective upon issuance for all entities. An entity may elect to apply the ~~amendments~~portfolio layer method of hedge accounting in accordance with Topic 815.

this update on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The ~~Company adopted this guidance on a full retrospective basis upon issuance. Adoption of this guidance did not have a material impact upon the Company’s financial position and results of operations.~~

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables- Nonrefundable Fees and Other Costs,” to clarify that an entity should reevaluate whether a callable debt security is within the scope of paragraph 310-20-35-33 for each reporting period. Securities within the scope of this paragraph are those that have explicit, noncontingent call options that are callable at fixed prices and on preset dates at prices less than the amortized cost basis of the security. Whether a security is subject to this paragraph may change depending on the amortized cost basis of the security and the terms of the next call option. For instruments that fall within the scope, the premium should be amortized to the next call date, which is defined as the first date at which a call option at a specified price becomes exercisable. Once the next call date has passed, the next call date after that (if applicable) is the date at which the next call option at a specified price becomes exercisable, and, if there is no remaining premium or if there are no further call dates, the effective yield should be reset using the payment terms of the debt security. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal ~~years,~~years. Early adoption is permitted on any date on or after the issuance of this update, with the effect of adopting the amendments related to basis adjustments reflected as of the beginning ~~after December 15, 2020, and~~of the fiscal year of adoption (that is, the initial application date). Upon adoption, any entity may designate multiple hedged layers of a single closed portfolio solely on a prospective basis. All entities ~~should~~are required to apply the amendments inrelated to hedge basis adjustments under the ~~update~~portfolio layer method, except for those related to disclosures, on a modified retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings on the initial application date. Entities have the option to apply the amendments related to disclosures on a prospective basis ~~for existing and newly purchased callable~~from the initial application date or on a retrospective basis to each prior period presented after the date of adoption of the amendments in Update 2017-12. Within 30 days after the adoption, an entity may reclassify debt securities classified in the held-to-maturity category at the date of adoption to the available-for-sale category only if the entity applies portfolio layer method hedging to one or more closed portfolios that include those debt securities. The Company ~~assessed its bond portfolio upon~~is currently evaluating this standard, including consideration of early adoption, however, the impact of adoption is not expected to be material to the consolidated results of operation.

In March 2002, the FASB issued ASU 2022-02, "Financial Instruments: Credit Losses (Topic 326) - Troubled Debt Restructurings and ~~determined~~Vintage Disclosures." The amendments in this update cover two issues: (1) the elimination of TDR recognition and measurement guidance as prescribed by ASC 310-40 and, instead, require that ~~there were no bonds~~an entity evaluate (consistent with ~~premium calls at such dates.~~the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan. The ~~Company will evaluate its bond portfolio at each interim~~amendments enhance existing disclosure requirements and ~~annual reporting date~~introduce new requirements related to ~~determine if any instruments fall~~certain modifications of receivables made to borrowers experiencing financial difficulty; and, (2) for public business entities, the requirement that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph ~~310-20-35-33.~~326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination.

~~In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740).”~~ The amendments in this update are meant to simplify the accounting for income taxes by removing certain exceptions to GAAP. The amendments also improve consistent application of and simplify GAAP by modifying and/or revising the accounting for certain income tax transactions and by clarifying certain existing codification. The amendments in the update are effective for ~~public business entities for fiscal years and interim periods within those~~ fiscal years beginning after December 15, ~~2020.~~2022, including interim periods within those fiscal years. For the elimination of recognition and measurement guidance on troubled debt restructurings by creditors in Subtopic 310-40, an entity may elect to apply a modified retrospective transition by means of a cumulative-effect adjustment to the opening retained earnings as of the beginning of the fiscal year of adoption, or a prospective approach applied to modifications occurring after the date of adoption. The remainder of amendments should be applied prospectively. Early adoption of the amendments in this update is permitted, including adoption in an interim period. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company ~~adopted~~is currently evaluating this ~~guidance on January 1, 2021. Adoption~~standard, however, the impact of ~~this guidance did~~adoption is not ~~have a~~expected to be material ~~impact upon~~to the ~~Company’s financial position and~~consolidated results of ~~operations.~~operation.

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

The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and subsidiaries during the three months ended March 31, 2022 and selected comparable prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources. This discussion and analysis is intended to highlight and supplement financial and operating data and information presented elsewhere in this report, including the consolidated financial statements and related notes. The discussion contains forward-looking statements within the meaning and protections of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, our actual results may differ from those expressed or implied by the forward-looking statements.Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q and in other reports or documents that we file from time to time with the SEC include, but are not limited to, the following:

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the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;

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our ability to receive dividends from Hancock Whitney Bank could affect our liquidity, including our ability to pay dividends or take other capital actions;

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our ability to effectively compete with other traditional and non-traditional financial services companies, some of whom possess greater financial resources than we do or are subject to different regulatory standards than we are;

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~~our ability to maintain adequate internal controls over financial reporting;~~

•

potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings and enforcement actions, including costs and effects of litigation related to our participation in stimulus programs associated with the government’s response to the COVID-19 pandemic;

•

~~the financial impact of future tax legislation;~~

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our ability to maintain adequate internal controls over financial reporting;

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the financial impact of future tax legislation;

•

the effects of war or other conflicts, including Russia's military action in Ukraine, acts of terrorism, natural disasters such as hurricanes, freezes, flooding and other man-made disasters, such as oil spills in the Gulf of Mexico, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions; and

•

changes in laws and regulations affecting our businesses, including governmental monetary and fiscal policies, legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.

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the effects of war or other conflicts, acts of terrorism, natural disasters such as hurricanes, freezes, flooding and other man-made disasters, such as oil spills in the Gulf of Mexico, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions; and

•

Also, any statement that does not describe historical 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 future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward looking statements. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and in other periodic reports that we file with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements. We do not intend, and undertake 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.

OVERVIEW

Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations include non-GAAP measures used to describe our performance. These non-GAAP financial measures have inherent limitations as analytical tools and should not be considered on a standalone basis or as a substitute for analyses of financial condition and results as reported under GAAP. Non-GAAP financial measures are not standardized and therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names. These disclosures should not be considered an alternative to GAAP.

A reconciliation of those measures to GAAP measures are provided ~~within~~in the ~~Selected~~Consolidated Financial ~~Data section that appears~~Results table later in this item. The following is a summary of these non-GAAP measures and an explanation as to why they are deemed useful.

Consistent with the provisions of subpart 229.1400 of the Securities and Exchange Commission’s Regulation S-K, “Disclosures by Bank and Savings and Loan Registrants,” we present 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 statutory federal tax rate of 21% to increase tax-exempt interest income to a taxable equivalent basis. We believe this measure to be the preferred industry measurement of net interest income, and that it enhances comparability of net interest income arising from taxable and tax-exempt sources.

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We present certain additional non-GAAP financial measures to assist the reader with a better understanding of the Company’s performance period over period, as well as to provide investors with assistance in understanding the success management has experienced in executing its strategic initiatives. These non-GAAP measures may reference the concept “operating.” We use the term “operating” to describe a financial measure that excludes income or expense considered to be nonoperating in nature. Items identified as nonoperating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in our business.

We define Operating Pre-Provision Net Revenue as total revenue (te) less noninterest expense, excluding nonoperating items. Management believes that operating 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.

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Current Economic Environment

~~Economic recovery continued during~~During the ~~third~~first quarter of 2022, the U.S. economy contracted for the first time since the second quarter 2020, as Gross Domestic Product (GDP) declined 1.4% on an annualized basis. The decline in real GDP reflected a decline in Federal national defense spending, a decline in net exports, and a decline in private inventory investment. There were, however, bright spots, as consumer spending, a primary driver of economic activity, grew 2.7%, slightly above the fourth quarter 2021 ~~albeit~~rate of 2.5%. Business spending, as measured by residential and nonresidential investment increased 7.3% at ~~a slower pace in some respects when compared~~an annualized rate, above the fourth quarter 2021 rate of 2.7%. According to the ~~previous quarter. The~~U.S. Bureau of Labor and Statistics, the rate of unemployment again declined, falling to ~~4.8%~~3.6% in ~~September 2021~~March 2022 from ~~5.9%~~3.9% in ~~June~~December 2021. ~~Gross Domestic Product displayed 2% growth, slightly short~~At present, the epidemiological risks of ~~consensus~~COVID-19 have lessened and ~~smaller than~~most of the ~~growth experienced~~social restrictions in response to those risks have been removed. However, lingering and pervasive economic effects of the ~~preceding four fiscal quarters.Supply~~pandemic remain, including supply chain ~~interruption,~~backlogs, labor shortages and ~~wage~~increased input costs, resulting in escalating inflationary conditions. Further, the recent military conflict between Russia and ~~pricing pressures intensified during~~Ukraine has prompted concern over global commodity supply, intensifying inflationary pressures. In response to these conditions, in March 2022, the ~~period, largely~~Federal Reserve approved the ~~result~~first interest rate increase in over three years. The 25-basis point interest rate increase is expected to be the first of potentially several increases in the next year.

Our markets continued to show moderate signs of improvement in the quarter. Tourism has improved, driven by the return of several events for the first time since the onset of the surge in COVID-19 infections caused by the Delta variant of the virus. While there were no widespread or pervasive restrictions on movement or business instituted in response to the surge, the rapid increase in the rate of infection and serious illness created strain on healthcare delivery in many areas in the US and prompted certain localized mandated mitigation measures and other voluntary responses, such as leisure and business event cancellations. These cancellations, continued restrictions on international travel and lagging/limited large-scale convention and other events continue to impact our markets, particularly in the central region.

Parts of our footprint were further affected by Hurricane Ida, a major hurricane that made landfall in late August in Southeast Louisiana. Along with personal and commercial property damage in some hard-hit areas, extensive damage to the region’s energy grid resulted in extended power outages for a portion of our market. The effects of the storm prompted temporary evacuation for many residents and unplanned closures of businesses, schools, and other essential services. As a result, supply chain and labor constraints already present were exacerbated, and many events that foster leisure and business tourism were canceled or postponed. Certain of our fee income categories, such as ATM fees and secondary mortgage market operations, were temporarily impacted by Hurricane Ida’s disruption, but those conditions are not expected to persist.pandemic. Our ~~hurricane impacted markets generally experience increased economic activity as the communities rebuild and recover from the damage.~~

~~Despite the disruption to portions of our market, we~~credit quality metrics continued to ~~experience growth in our core loan portfolio, which excludes~~improve and remain at historically low levels. In the Small Business Administration’s (SBA) Paycheck Protection Program (PPP) loans that continue to be paid down through debt forgiveness. Although loan pricing pressure continues, particularly on shorter-duration facilities,first quarter of 2022, we experienced core loan growth ~~continued~~ across most ~~regions and in~~of our ~~equipment finance and healthcare specialty business lines. Similar to last quarter, improvement in economic activity across our footprint led to~~portfolio, with an increased loan pipeline ~~with a higher pull-through rate~~ and ~~a slight~~an uptick in credit line ~~utilization. These factors, coupled with fewer payoffs, resulted~~utilization that led to a 2% linked-quarter growth rate in ~~4% linked quarter annualized growth. Excess~~core loans (excluding PPP). Core loan growth and an improving asset mix have contributed favorably to our net interest margin and income, while excess liquidity from PPP loan forgiveness and elevated deposit levels ~~and the low interest rate environment continue to pressure net interest margin.~~remained a headwind.

Economic Outlook

We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the ~~September 2021~~March 2022 Moody’s forecast, the most current available at ~~September 30, 2021.~~March 31, 2022. The forecasts are anchored on a baseline forecast scenario, which Moody’s defines as the “most likely outcome” of where the economy is headed based on current conditions. Several upside and downside scenarios are produced that are derived from the baseline scenario. InSince the September 2021 baseline forecast, the near-term economic recovery was assumed to be somewhat slower in the short term compared to the assumptions included in the June forecast, largely due to the surge in casesonset of the COVID-19 ~~Delta variant~~pandemic, conditions such as infection and ~~scaled back expectations regarding proposed fiscal stimulus. Following a slowdown in late 2021, Moody’s expects growth will be strong in 2022. Key~~morbidity rates and social, commercial and governmental response thereto have been the primary drivers of the assumptions underlying the forecasts. As geopolitical and economic conditions have evolved, the narratives used in forming March 2022 economic scenarios shifted to a focus on supply chain issues, rising oil prices and inflation.

While remaining overall positive, the assumptions underlying the March 2022 baseline forecast are ~~that~~slightly less optimistic in certain areas than the December 2021 baseline, and certain new risks have been incorporated. Key assumptions within the March 2022 baseline forecast include the following: (1) ~~coronavirus herd resiliency was~~Russian invasion will go no further than Ukraine and, as such, disruption to the U.S. economy will be limited and temporary; (2) the passage of a $600 billion Building a Better America legislation package; (3) unemployment forecasted at 3.6% in 2022 and 3.4% in 2023, with full-employment being achieved in late August 2021, with infection abatement pushed to November 2021 due to the Delta variant; (2) no new widespread economic shutdowns will occur in response to virus outbreaks; (3) the unemployment rate continues to decline, with fourth quarter 2021 averaging 4.5%, and full year 2021, 2022 ~~and 2023 rates averaging 5.5%, 3.6% and~~or early 2023; (4) forecasted GDP growth of 3.5%~~, respectively, reaching full employment by the end of 2022; (4) gross domestic product will increase an average of 6.0% in 2021, 4.3%~~ in 2022 and ~~2.3%~~3.1% in 2023; (5) ~~the Build Back Better infrastructure and social legislation package, forecasted to be passed~~four 25-basis point interest rate increases in ~~late 2021 at $2.5 trillion, will spur additional economic activity;~~2022; and (6) ~~the Federal Reserve will continue to respond to the economic impact of~~ COVID-19 ~~by maintaining rates at or near zero until the first quarter of 2023.~~infections abated in March 2022.

The alternative Moody’s forecast scenarios have varying ~~degrees~~depictions of ~~positive and negative severity of~~economic performance as compared to the ~~outcome of~~baseline. Consistent with the ~~economic downturn, as well as varying shapes and length of recovery. Management~~prior quarter, management determined that assumptions provided for in the downside slower near-term growth (S-2) ~~were as reasonably possible as~~to be somewhat more likely than the baseline ~~scenario, particularly within our footprint;~~scenario; as such, the S-2 scenario was given ~~equal consideration through~~a 60% probability weighting in our allowance for credit losses calculation at ~~September 30, 2021.~~March 31, 2022. The S-2 ~~slower near-term growth assumptions (compared to baseline) include a delay in infection abatement until January 2022, continued~~scenario assumes that the conflict between Russian and Ukraine spans longer than anticipated and that global supply chain ~~disruptions,~~issues worsen, prompting a ~~smaller or less impactful stimulus package and a near-term rise~~higher rate of inflation than in ~~unemployment, resulting in a smaller increase in real consumer spending that impedes growth in late 2021 and in 2022.~~

~~Uncertainty over some of the assumptions underlying~~ the baseline ~~forecast has increased since the second quarter due to the emergence of and resulting effects of the Delta variant of COVID-19 and the disruption caused by Hurricane Ida. These emerging risks lead to~~scenario. As a higher weighting of the S-2 slower growth scenario in the September 30, 2021 calculation of the allowance as compared to June 30, 2021. However, our credit loss outlook has not changed materially, and continued optimism inherent in the forecasted scenarios, coupled with improvements in our asset quality metrics allowed for a modest release of reserves during the period.

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~~Excess liquidity from Paycheck Protection Program (PPP) loan forgiveness~~result, the Federal Reserve is expected to raise interest rates more than anticipated in the baseline scenario, generating corrections in equity markets and ~~elevated customer deposit levels, coupled~~declines in spending. Further, the scenario assumes the economic legislation package will be less effective; unemployment begins to rise in the second quarter of 2022, with the ~~low~~return to full employment not occurring until the fourth quarter of 2023; and the number of COVID-19 cases, hospitalizations and deaths begin to rise in March 2022, slowing consumer spending on retail goods and travel and leisure activities.

Despite the lingering economic effects of the COVID-19 pandemic and the emergence of new risks stemming from geopolitical conflict, overall credit loss outlook on our portfolio has not changed significantly. Positive economic indicators of growth in our footprint, continued improvements in our asset quality metrics and minimal credit losses in recent periods allowed for a modest release of credit loss reserves during the period.

The effect of rising inflation and the Federal Reserve's actions to counter those effects are likely to reduce economic growth. While the operating environment remains challenging, we expect the planned interest rate ~~environment are expected~~increases will contribute favorably to ~~continue to pressure~~our net interest margin inand income, and we do not expect the ~~near term.~~rate increases to significantly impact core loan growth guidance. We continue to focus on effectively managing our asset/liability mix to maximize ~~those resources, and to gain efficiency within our organization. The timing of the return to pre-pandemic conditions in our footprint remains uncertain.~~ resources.

Forward-looking information based on management’s expectation of near-term performance is provided in the sections that follow.

Given the economic volatility ~~that has stemmed from~~experienced over the past two years, the remaining economic effects of the pandemic ~~including supply chain constraints, labor shortages~~ and the ~~potential for future impacts that may result from mitigation measures intended to combat variants of the virus,~~risks and uncertainties surrounding geopolitical unrest, it is not possible to accurately predict the extent, severity or duration ofthat these conditions ~~or when typical operating conditions will fully resume. The continued success~~may have upon our results of government initiatives in stimulating economic activity, societal response to virus containment measures and the efficacy of vaccines and/or treatments that will control the rate of serious illness are critical to the resolution of the crisis.operation. We continuously seek to monitor and anticipate developments ~~but cannot predict all of the various adverse effects COVID-19 will have on~~as they relate to our ~~business, financial condition, liquidity and results of operations.~~business.

Highlights of the ~~Third~~First Quarter ~~2021~~2022

We reported net income for the ~~third~~first quarter of ~~2021~~2022 of ~~$129.6~~$123.5 million, or ~~$1.46~~$1.40 per diluted common share, ~~(EPS),~~ compared to ~~$88.7~~$137.7 million, or ~~$1.00 EPS~~$1.55 per diluted common share in the ~~second~~fourth quarter of 2021 and ~~$79.4~~$107.2 million, or ~~$.90 EPS,~~$1.21 per diluted common share, in the ~~third~~first quarter of ~~2020. The third~~2021. There were no nonoperating items in the first quarters of 2022 or 2021. There was $4.9 million, or $0.04 per share after-tax, of net nonoperating income items in the fourth quarter of 2021, ~~included net nonoperating~~mostly attributable to hurricane-related insurance proceeds.

First quarter 2022 results compared to fourth quarter 2021:

•

Net income of ~~$1.4~~$123.5 million, ~~(pre-tax)~~or $1.40 per diluted share, was down $14.3 million, or $0.15 per diluted share; excluding the impact of nonoperating items, earnings per diluted share was down $0.11 linked quarter

•

Operating pre-provision net revenue (PPNR), a non-GAAP measure, totaled $134.5 million, up $0.3 million, or ~~$0.01 EPS (after tax)~~less than 1%

•

Total loans of $21.3 billion increased $189.1 million, or 1%, ~~including a gain~~with core loan (excluding PPP) growth of ~~$4.6 million from the sale of the remaining Hancock Horizon funds and a severance expense reversal of $1.9~~$385.3 million, partially offset by ~~Hurricane Ida expenses~~a decrease in PPP loans of ~~$5.1 million. The second~~$196.2 million from loan forgiveness

•

Total deposits of $30.5 billion increased $33.8 million, or less than 1%, with a favorable shift in mix including an increase of $583.9 million in noninterest bearing deposits and a decrease of $550.1 million in interest bearing deposits

•

Negative provision for credit losses of $22.5 million resulting from $22.8 million in reserve release and $0.3 million in net charge-offs; allowance for credit losses coverage remains strong at 1.63% of total loans, or 1.66% excluding PPP loans

•

Improved asset quality, with declines of 24% in nonperforming loans and 2% in criticized commercial loans

•

Net interest margin increased 1 basis point (bp) to 2.81%

•

Common equity tier 1 ratio of 11.12%, up 3 bps and tangible common equity ratio of 7.15%, down 56 bps

We reported solid results for the first quarter of ~~2021 included net nonoperating expense of $42.2 million (pre-tax), or $0.37 EPS (after tax), including costs associated with~~2022 that are a good start to the planned closure of 18 financial centers, the Voluntary Early Retirement Incentive Program (VERIP), a reduction in force, and the redemption of subordinated notes, partially offset by a gain on the sale of Mastercard Class B common stock (Mastercard stock).

~~Third quarter 2021 results compared to second quarter 2021:~~

•

Net income of $129.6 million, or $1.46 per diluted share, was up $40.9 million, or $0.46 per diluted share; excluding the impact of nonoperating items, earnings per diluted share was up $0.08 linked quarter.

•

~~Operating pre-provision net revenue (PPNR) totaled $134.8 million, down $2.4 million, or 2%~~

•

~~Total loans of $20.9 billion declined $262.5 million, or 1%, with PPP loans down $482.2 million from loan forgiveness, partially offset by core loan (excluding PPP) growth of $219.7 million~~

•

~~Total deposits of $29.2 billion decreased $65 million and noninterest bearing deposits of $13.7 billion increased $247 million~~

•

~~Negative provision for credit losses of $27.0 million resulting from $28.8 million in reserve release and $1.8 million net charge-offs~~

•

~~Allowance for credit losses coverage remains strong at 1.92% of total loans, or 2.00% excluding PPP loans~~

•

~~Improved asset quality, with declines of 27% in nonperforming loans and 11% in criticized commercial loans~~

•

~~Net interest margin was down 2 basis points (bps) to 2.94%, mainly from the continued impact of excess liquidity as a result of PPP loan forgiveness~~

•

~~Tangible common equity (TCE) ratio of 7.85%, up 15 bps~~

year. We achieved solid third quarter performance despite the impact of Hurricane Ida and the COVID-19 Delta surge. Net income was up, with operating results driven largely by a $27 million negative provision, reflecting continued improved economic conditions and asset quality. Despite a 2 bp compression in the net interest margin, net interest income (te) was virtually unchanged linked-quarter. Fee income declined, partly as a result of Hurricane Ida disruptions; however, our operating expense was essentially flat as efficiency initiatives announced earlier in the year are maturing and reflected in our results. Our balance sheet remained strong with continuedhad core loan growth, stable deposits, and ~~an increase~~what we believe to be the beginning of a widening net interest margin. Our asset quality metrics are at historically low levels, our capital levels are solid, and we continue strategic expense management while investing for revenue growth.

During the quarter, we added ten new bankers across our footprint, including additions in ~~noninterest-bearing deposits. Capital remained solid,~~Dallas, San Antonio, Austin, Houston, Beaumont, Nashville, Tampa and Lafayette. This is in addition to fifteen bankers hired in the second half of 2021, with ~~TCE improving 15 bps to 7.85%.~~

~~As an organization, we are proud to have aided in hurricane relief efforts and provided recovery assistance to our impacted communities by maintaining business continuity and~~additional hires planned during the remainder of 2022. Revenue enhancements funded through continued expense focus, along with expected interest rate increases, sets the distribution of meals, ice and fuel to those in need. Reinforced with technological and structural enhancements we have implemented since Hurricane Katrina, our corporate headquarters in Gulfport, Mississippi, and technology and operations centers opened without storm damage. While we had damage to facilities, we do not expect a financial impact other than the $5.1 million reflected in our third quarter results, including no significant provision for credit loss.

~~We believe our third quarter results and near term guidance are the building blocks~~path for our ~~path to an~~target of a 55% efficiency ratio ~~target of 55%~~(currently at 56.03%) by the fourth quarter of 2022. Our path to this target considers continued momentum in core loan growth, maintaining our target level of expenses with additional efficiency initiatives, including strategic procurement, and deployment of excess liquidity into loans and modest investment in the bond portfolio. Additional information related to our expectations is included in the discussions that follow. 2022 or possibly sooner.

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In March, we announced a strategic decision addressing recent trends in the banking industry to eliminate consumer (retail) non-sufficient funds fees and certain overdraft fees by the end of 2022. The annual impact upon fee income is estimated to be $10 million to $11 million. We believe these changes are in line with an evolving retail banking industry, as traditional banks adjust products to meet consumer needs and provide them with the tools needed to help manage their overall finances. We expect to see improving account acquisition rates in 2023 with this change and as we launch additional retail products and features.

Consolidated Financial Results

The following table contains the consolidated financial results for the periods indicated.


	Three Months Ended
(in thousands, except per share data)	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021
Income Statement Data:
Interest income	$	236,786		$	238,756		$	244,417		$	248,300		$	250,785
Interest income (te) (a)		239,331			241,391			247,185			251,154			253,707
Interest expense		8,323			9,460			9,708			13,657			16,198
Net interest income (te)		231,008			231,931			237,477			237,497			237,509
Provision for credit losses		(22,527	)		(28,399	)		(26,955	)		(17,229	)		(4,911	)
Noninterest income		83,432			89,612			93,361			94,272			87,089
Noninterest expense		179,939			182,462			194,703			236,770			193,072
Income before income taxes		154,483			164,845			160,322			109,374			133,515
Income tax expense		31,005			27,102			30,740			20,656			26,343
Net income	$	123,478		$	137,743		$	129,582		$	88,718		$	107,172
For informational purposes - included above, pre-tax
Nonoperating item included in noninterest income:
Gain on hurricane-related insurance settlement	$	—		$	3,600		$	—		$	—		$	—
Gain on sale of Hancock Horizon Funds		—			—			4,576			—			—
Gain on sale of Mastercard Class B common stock		—			—			—			2,800			—
Nonoperating items included in noninterest expense:
Efficiency initiatives		—			(649	)		(1,867	)		40,812			—
Hurricane related expenses		—			(680	)		5,092			—			—
Loss on redemption of subordinated notes		—			—			—			4,165			—
Balance Sheet Data:
Period end balance sheet data
Loans	$	21,323,341		$	21,134,282		$	20,886,015		$	21,148,530		$	21,664,859
Earning assets		32,997,323			33,610,435			32,348,036			32,075,450			32,134,637
Total assets		36,317,291			36,531,205			35,318,308			35,098,709			35,072,643
Noninterest-bearing deposits		14,976,670			14,392,808			13,653,376			13,406,385			13,174,911
Total deposits		30,499,709			30,465,897			29,208,157			29,273,107			29,210,520
Stockholders' equity		3,450,951			3,670,352			3,629,766			3,562,901			3,416,903
Average balance sheet data
Loans	$	21,122,038		$	20,770,130		$	20,941,173		$	21,388,814		$	21,745,298
Earning assets		33,201,926			32,913,659			32,097,381			32,195,515			31,015,637
Total assets		36,003,803			35,829,027			35,207,960			35,165,684			34,078,200
Noninterest-bearing deposits		14,363,324			14,126,335			13,535,961			13,237,796			12,374,235
Total deposits		30,029,793			29,750,665			29,237,306			29,228,809			28,138,763
Stockholders' equity		3,607,061			3,642,003			3,606,087			3,488,592			3,441,466
Common Shares Data:
Earnings per share - basic	$	1.40		$	1.56		$	1.46		$	1.00		$	1.21
Earnings per share - diluted		1.40			1.55			1.46			1.00			1.21
Cash dividends per common share		0.27			0.27			0.27			0.27			0.27
Book value per share (period end)		39.91			42.31			41.81			41.03			39.38
Tangible book value per share (period end)		29.25			31.64			31.10			30.27			28.57
Weighted average number of shares - diluted		86,936			87,132			87,006			86,990			86,805
Period end number of shares		86,460			86,749			86,823			86,847			86,777

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	Three Months Ended
($ in thousands)	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021
Performance and other data:
Return on average assets		1.39	%		1.53	%		1.46	%		1.01	%		1.28	%
Return on average common equity		13.88	%		15.00	%		14.26	%		10.20	%		12.63	%
Return on average tangible common equity		18.66	%		20.13	%		19.22	%		13.94	%		17.38	%
Tangible common equity (b)		7.15	%		7.71	%		7.85	%		7.70	%		7.26	%
Tangible common equity Tier 1 (CET1) ratio		11.12	%		11.09	%		11.17	%		10.98	%		11.00	%
Net interest margin (te)		2.81	%		2.80	%		2.94	%		2.96	%		3.09	%
Noninterest income as a percentage of total revenue (te)		26.53	%		27.87	%		28.22	%		28.41	%		26.83	%
Efficiency ratio (c )		56.03	%		56.57	%		57.44	%		57.01	%		58.12	%
Allowance for credit loss as a percentage of total loans		1.63	%		1.76	%		1.92	%		2.03	%		2.11	%
Annualized net charge-offs to average loans		0.01	%		0.01	%		0.03	%		0.20	%		0.34	%
Nonperforming assets as a percentage of loans, ORE and foreclosed assets		0.24	%		0.32	%		0.34	%		0.46	%		0.57	%
FTE headcount		3,543			3,486			3,429			3,626			3,926
Reconciliation of operating revenue and operating pre-provision net revenue (non-GAAP measure) (te) (d)
Net interest income	$	228,463		$	229,296		$	234,709		$	234,643		$	234,587
Noninterest income		83,432			89,612			93,361			94,272			87,089
Total revenue		311,895			318,908			328,070			328,915			321,676
Taxable equivalent adjustment		2,545			2,635			2,768			2,854			2,922
Nonoperating revenue		—			(3,600	)		(4,576	)		(2,800	)		—
Total revenue (te)	$	314,440		$	317,943		$	326,262		$	328,969		$	324,598
Noninterest expense		(179,939	)		(182,462	)		(194,703	)		(236,770	)		(193,072	)
Nonoperating expense		—			(1,329	)		3,225			44,977			—
Operating pre-provision net revenue (te)	$	134,501		$	134,152		$	134,784		$	137,176		$	131,526

(a)

For analytical purposes, management adjusts interest income and net interest income for tax-exempt items to a taxable equivalent basis using a federal income tax rate of 21%

(b)

The tangible common equity ratio is common stockholders’ equity less intangible assets divided by total assets less intangible assets

(c)

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

(d)

Refer to the non-GAAP financial measures section of this analysis for a discussion of these measures

RESULTS OF OPERATIONS

Net Interest Income

Net interest income (te) for the ~~third~~first quarter of ~~2021~~2022 was ~~$237.5~~$231.0 million, ~~relatively flat compared to the second quarter of 2021 and~~ down $0.9 million, or less than 1%, compared to the fourth quarter of 2021 and down $6.5 million, or 3%, from the ~~third~~first quarter of ~~2020.~~2021.

The ~~relatively flat~~decrease in net interest income (te) compared to the ~~second~~fourth quarter of 2021 ~~was due~~is largely attributable to ~~increases from an additional~~two fewer accrual ~~day~~days and ~~reduction~~a decline in the accretion of PPP loan fees, and to a lesser extent, a decline in purchase accounting discount accretion and nonaccrual interest recoveries, largely offset by a lower cost of funds ~~offset by~~and a ~~$1.3 million decrease in interest recoveries and an unfavorable~~favorable change in the earning asset mix. The reduction in the cost of funds reflects a favorable change in the deposit mix that includes ~~increased~~increases in noninterest-bearing and lower-cost interest-bearing transaction deposits ~~while~~along with declines in higher-cost time deposits and a seasonal reduction of interest bearing public fund ~~deposits were down, as well as lower borrowing costs from the redemption of $150 million in subordinated notes late~~deposits. The favorable change in the ~~second quarter. The unfavorable change in~~mix of average earning assets was athe result of ~~a net decrease~~increases in loans ~~largely due to the forgiveness of PPP loans offset by increases~~and investment securities and a decrease in lower-yielding short-term ~~investments and securities from investments made late in the prior quarter.~~investments.

The net interest margin for the ~~third~~first quarter of 2022 was 2.81%, up 1 bp from 2.80% in the fourth quarter of 2021, ~~was 2.94%, down 2 bps~~for the first quarterly increase since the onset of the pandemic. The slight widening of net interest margin from ~~2.96% in the second quarter of 2021. The compression compared to~~ the prior quarter was ~~driven by declines of 6 bps attributable~~largely due to a ~~change~~7 bp improvement from a favorable shift in the earning asset mix, ~~and 1 bp from lower interest recoveries,~~along with a modest improvement in the cost of funds. This improvement was partially offset by ~~an increase of 3 bps attributable to lower deposit costs, due in part to strategic pricing and an improving mix and 2 bps~~a 6 bp decline due to the ~~full quarter~~ impact of almost $200 million of PPP loan forgiveness during the ~~subordinated note redemption.~~current quarter.

The ~~$0.9~~$6.5 million decrease in net interest income (te) compared to the ~~third~~first quarter of ~~2020 was~~2021 is attributable to ~~the impact~~a $14.4 million decline in interest income and fees as a result of ~~the low~~lower average loan balances and yields, a $4.2 million decrease in nonaccrual interest ~~rate environment on~~recoveries and $2.0 million of lower purchase accounting discount accretion. These decreases were partially offset by income associated with a $1.2 billion increase in average ~~earning assets combined with an unfavorable change in earning asset mix,~~securities, a ~~$0.8~~$1.6 million increase in short-term investments, $1.7 million in lower securities premium amortization, and a ~~$1.6~~$7.9 million ~~decrease~~decline in ~~purchase accounting accretion, partially offset~~interest expense. The decline in interest expense was driven by lower rates paid on interest-bearing deposit accounts and a decline in interest on long-term debt due to the ~~impact~~redemption of $150 million of subordinated debt at

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5.95% in the second quarter of 2021. The increase in securities and short-term investments average balances are the result of excess liquidity driven largely by a ~~$2.7~~$1.9 billion increase in average ~~earning assets, a $3.5 million increase in interest recoveries,~~deposits and an 18 bp decrease in funding costs as a result of a combination of the interest rate environment, strategic deposit pricing and a favorable change in deposit mix. Average earning asset growth compared to the same quarter last year of $2.7 billion, or 9%, was driven by excess liquidity from a $2.5 billion increase in average deposits. The increase in average earning assets reflects an unfavorable change in mix, with a $2.2 billion increase in short-term investments, a $2.0 billion increase in securities, and a $1.5 billion decrease in loans.PPP loan forgiveness.

The net interest margin was down 2928 bps compared to the ~~third~~first quarter of ~~2020~~2021 as a result of the continued low interest rate environment ~~and~~resulting in a less favorable mix of average earning ~~asset mix,~~assets as inflows from PPP loan forgiveness and repayments were reinvested into lower-yielding assets, partially offset by a favorable change in the funding ~~mix.~~mix to lower cost products. Compared to the ~~third~~first quarter of ~~2020,~~2021, the yield on earning assets was down 4739 bps, while the cost of funds decreased 1811 bps to ~~0.12% from 0.30%, as we strategically priced downward interest-bearing transaction and time deposits by reducing~~0.10%. The reduction in cost of funds reflects the previously mentioned shift in mix to lower cost products, the strategic reduction of promotional deposit rates and ~~used excess liquidity to reduce~~ the ~~balance of higher costing brokered deposits. The cost of long-term debt was 5.08%, down 52 bps from 5.60% in the third quarter of 2020 due to the June 2021~~ redemption of $150 million of higher-cost subordinated notes.

Net interest income (te) for the nine months ended September 30, 2021 was $712.5 million, down $1.6 million, or less than 1%, from the same period in 2020, due in part to one fewer accrual day. The impacts of changes in volume/mix and rates within earning assets and interest-bearing liabilities largely offset, as illustrated in the table that follows this discussion. The net interest margin was 3.00% for the nine months ended September 30, 2021, down 29 bps from the same period in 2020.

We anticipate that the net interest margin ~~could compress an~~will continue to widen during the remainder of 2022 as additional ~~4 bps in the fourth quarter of 2021, primarily due to elevated levels~~Federal Reserve interest rate increases are expected and through continued deployment of excess liquidity as a result of PPP loan forgiveness, absent opportunities to deploy liquidity. We currently expect the net interest margin to be down 30 bps for the full year of 2021 versus the 2020 net interest margin of 3.27%. Net interest income (te) is expected to be slightly down linked-quarterinto higher-yielding loans and ~~to be down approximately 1% for the full year 2021 as compared to 2020.~~investment securities.

~~Table of Contents~~

The following tables detail the components of our net interest income (te) and net interest margin.


	Three Months Ended
	March 31, 2022							December 31, 2021							March 31, 2021
(dollars in millions)	Volume		Interest (d)		Rate			Volume		Interest (d)		Rate			Volume		Interest (d)		Rate
Average earning assets
Commercial & real estate loans (te) (a)	$	17,119.3	$	150.3		3.56	%	$	16,802.8	$	150.7		3.56	%	$	17,334.3	$	155.9		3.65	%
Residential mortgage loans		2,441.3		21.0		3.44	%		2,365.8		20.5		3.46	%		2,600.5		24.7		3.79	%
Consumer loans		1,561.4		18.4		4.77	%		1,601.5		18.9		4.68	%		1,810.5		21.4		4.79	%
Loan fees & late charges		—		4.4		0.00	%		—		10.3		0.00	%		—		13.4		0.00	%
Total loans (te) (b)		21,122.0		194.1		3.72	%		20,770.1		200.4		3.83	%		21,745.3		215.4		4.01	%
Loans held for sale		64.3		0.7		4.36	%		77.4		0.6		3.02	%		111.8		0.7		2.41	%
US Treasury and government agency securities		397.8		1.6		1.64	%		418.4		1.6		1.60	%		214.5		0.9		1.77	%
Mortgage-backed securities and collateralized mortgage obligations		7,352.5		34.5		1.88	%		7,019.6		30.5		1.74	%		6,307.9		29.4		1.86	%
Municipals (te)		916.5		6.7		2.93	%		924.1		6.8		2.93	%		934.5		6.8		2.93	%
Other securities		21.0		0.2		3.31	%		16.2		0.1		3.50	%		11.6		0.1		4.07	%
Total securities (te) (c)		8,687.8		43.0		1.98	%		8,378.3		39.0		1.86	%		7,468.5		37.2		2.00	%
Total short-term investments		3,327.8		1.5		0.19	%		3,687.9		1.4		0.15	%		1,690.0		0.4		0.10	%
Total earning assets (te)	$	33,201.9	$	239.3		2.91	%	$	32,913.7	$	241.4		2.92	%	$	31,015.6	$	253.7		3.30	%
Average interest-bearing liabilities
Interest-bearing transaction and savings deposits	$	11,423.4	$	1.1		0.04	%	$	11,405.1	$	1.3		0.04	%	$	10,796.0	$	3.4		0.13	%
Time deposits		1,088.5		0.6		0.24	%		1,161.4		0.8		0.27	%		1,757.4		3.0		0.69	%
Public funds		3,154.6		2.1		0.26	%		3,057.8		2.8		0.36	%		3,211.1		2.8		0.36	%
Total interest-bearing deposits		15,666.5		3.8		0.10	%		15,624.3		4.9		0.12	%		15,764.5		9.2		0.24	%
Repurchase agreements		587.5		0.1		0.06	%		589.4		0.1		0.06	%		583.7		0.1		0.13	%
Other short-term borrowings		1,102.4		1.3		0.49	%		1,102.2		1.4		0.49	%		1,104.7		1.4		0.49	%
Long-term debt		241.8		3.1		5.17	%		245.4		3.1		5.12	%		396.7		5.5		5.48	%
Total borrowings		1,931.7		4.5		0.95	%		1,937.0		4.6		0.95	%		2,085.1		7.0		1.34	%
Total interest-bearing liabilities		17,598.2		8.3		0.19	%		17,561.3		9.5		0.21	%		17,849.6		16.2		0.37	%
Net interest-free funding sources		15,603.7							15,352.4							13,166.0
Total cost of funds	$	33,201.9	$	8.3		0.10	%	$	32,913.7	$	9.5		0.11	%	$	31,015.6	$	16.2		0.21	%
Net interest spread (te)			$	231.0		2.72	%			$	231.9		2.70	%			$	237.5		2.94	%
Net interest margin	$	33,201.9	$	231.0		2.81	%	$	32,913.7	$	231.9		2.80	%	$	31,015.6	$	237.5		3.09	%

Three Months Ended

September 30, 2021

June 30, 2021

September 30, 2020

(dollars in millions)

Volume

Interest (d)

Rate

Volume

Interest (d)

Rate

Volume

Interest (d)

Rate

Average earning assets

Commercial & real estate loans (te) (a)

$
16,918.4

$
150.3

3.52
%

$
17,233.1

$
149.3

3.47
%

$
17,607.2

$
155.6

3.52
%
Residential mortgage loans

2,376.5

21.5

3.63
%

2,443.0

23.9

3.92
%

2,807.5

27.5

3.92
%
Consumer loans

1,646.3

20.4

4.90
%

1,712.7

21.0

4.92
%

1,993.1

24.0

4.79
%
Loan fees & late charges

—

13.5

0.00
%

—

16.5

0.00
%

—

15.2

0.00
%
Total loans (te) (b)

20,941.2

205.7

3.90
%

21,388.8

210.7

3.95
%

22,407.8

222.3

3.95
%
Loans held for sale

82.6

0.6

3.06
%

89.6

0.6

2.90
%

112.2

0.8

2.96
%
US Treasury and government agency securities

395.6

1.6

1.59
%

291.0

1.2

1.67
%

165.6

0.8

1.99
%
Mortgage-backed securities and
collateralized mortgage obligations

7,033.7

31.4

1.79
%

6,961.4

31.0

1.78
%

5,326.2

29.4

2.21
%
Municipals (te)

925.0

6.8

2.93
%

930.1

6.8

2.94
%

889.5

6.7

3.01
%
Other securities

14.5

0.1

3.56
%

12.3

0.1

3.64
%

8.0

0.1

4.33
%
Total securities (te) (c)

8,368.8

39.9

1.91
%

8,194.8

39.1

1.91
%

6,389.3

37.0

2.31
%
Total short-term investments

2,704.8

1.0

0.15
%

2,522.3

0.7

0.11
%

503.0

0.1

0.10
%
Total earning assets (te)

$
32,097.4

$
247.2

3.06
%

$
32,195.5

$
251.1

3.13
%

$
29,412.3

$
260.2

3.53
%
Average interest-bearing liabilities

Interest-bearing transaction and savings deposits

$
11,341.0

$
1.7

0.06
%

$
11,315.8

$
2.7

0.10
%

$
9,806.8

$
4.2

0.17
%
Time deposits

1,274.9

1.0

0.32
%

1,466.5

1.7

0.47
%

2,174.6

6.0

1.09
%
Public funds

3,085.4

2.3

0.30
%

3,208.7

2.6

0.33
%

3,196.8

4.6

0.57
%
Total interest-bearing deposits

15,701.3

5.0

0.13
%

15,991.0

7.0

0.18
%

15,178.2

14.8

0.39
%
Repurchase agreements

509.0

0.1

0.08
%

556.1

0.2

0.15
%

627.9

0.3

0.19
%
Other short-term borrowings

1,103.3

1.4

0.49
%

1,104.9

1.4

0.49
%

1,105.4

1.3

0.50
%
Long-term debt

248.0

3.2

5.08
%

371.9

5.0

5.42
%

386.0

5.4

5.60
%
Total borrowings

1,860.3

4.7

0.99
%

2,032.9

6.6

1.30
%

2,119.3

7.0

1.33
%
Total interest-bearing liabilities

17,561.6

9.7

0.22
%

18,023.9

13.6

0.30
%

17,297.5

21.8

0.50
%
Net interest-free funding sources

14,535.8

14,171.6

12,114.8

Total cost of funds

$
32,097.4

$
9.7

0.12
%

$
32,195.5

$
13.6

0.17
%

$
29,412.3

$
21.8

0.30
%
Net interest spread (te)

$
237.5

2.84
%

$
237.5

2.82
%

$
238.4

3.02
%
Net interest margin

$
32,097.4

$
237.5

2.94
%

$
32,195.5

$
237.5

2.96
%

$
29,412.3

$
238.4

3.23
%
(a)

Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.

(b)

Includes nonaccrual loans.

(c)

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

(d)

Included in interest income is net purchase accounting accretion of $1.5 million, $1.9 million, and $3.5 million for the three months ended March 31, 2022, December 31, 2021, and March 31, 2021, respectively.

~~(a)~~

~~Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.~~

~~(b)~~

~~Includes nonaccrual loans.~~

~~(c)~~

~~Average securities do not include unrealized holding gains/losses on available for sale securities.~~

~~(d)~~

Included in interest income is net purchase accounting accretion of $1.6 million, $1.6 million, and $3.2 million for the three months ended September 30, 2021, June 30, 2021, and September 30, 2020, respectively.

Table of Contents

Nine Months Ended

September 30, 2021

September 30, 2020

(dollars in millions)

Volume

Interest (d)

Rate

Volume

Interest (d)

Rate

Average earning assets

Commercial & real estate loans (te) (a)

$
17,160.4

$
455.4

3.55
%

$
17,217.5

$
503.5

3.91
%
Residential mortgage loans

2,472.5

70.1

3.78
%

2,899.6

85.4

3.93
%
Consumer loans

1,722.6

62.7

4.87
%

2,083.3

78.7

5.05
%
Loan fees & late charges

—

43.4

0.00
%

—

26.4

0.00
%
Total loans (te) (b)

21,355.5

631.6

3.95
%

22,200.4

694.0

4.17
%
Loans held for sale

94.6

2.0

2.76
%

80.9

2.1

3.47
%
US Treasury and government agency securities

301.0

3.7

1.66
%

139.2

2.3

2.20
%
Mortgage-backed securities and
collateralized mortgage obligations

6,770.4

91.8

1.81
%

5,198.4

91.1

2.34
%
Municipals (te)

929.8

20.4

2.93
%

877.7

20.0

3.05
%
Other securities

12.8

0.4

3.73
%

8.0

0.3

4.31
%
Total securities (te) (c)

8,014.0

116.3

1.94
%

6,223.3

113.7

2.44
%
Total short-term investments

2,309.4

2.1

0.12
%

515.7

0.8

0.21
%
Total earning assets (te)

$
31,773.5

$
752.0

3.16
%

$
29,020.3

$
810.6

3.73
%
Average interest-bearing liabilities

Interest-bearing transaction and savings deposits

$
11,152.9

$
7.8

0.09
%

$
9,332.6

$
21.4

0.31
%
Time deposits

1,497.8

5.7

0.51
%

2,895.0

33.3

1.54
%
Public funds

3,168.0

7.8

0.33
%

3,256.2

21.6

0.89
%
Total interest-bearing deposits

15,818.7

21.3

0.18
%

15,483.8

76.3

0.66
%
Repurchase agreements

549.3

0.5

0.12
%

574.6

1.2

0.27
%
Other short-term borrowings

1,104.3

4.1

0.49
%

1,470.3

7.2

0.66
%
Long-term debt

338.4

13.6

5.37
%

298.5

11.8

5.25
%
Total borrowings

1,992.0

18.2

1.22
%

2,343.4

20.2

1.15
%
Total interest-bearing liabilities

17,810.7

39.5

0.30
%

17,827.2

96.5

0.72
%
Net interest-free funding sources

13,962.8

11,193.1

Total cost of funds

$
31,773.5

$
39.5

0.17
%

$
29,020.3

$
96.5

0.44
%
Net interest spread (te)

$
712.5

2.87
%

$
714.1

3.01
%
Net interest margin

$
31,773.5

$
712.5

3.00
%

$
29,020.3

$
714.1

3.29
%

~~(a)~~

~~Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.~~

~~(b)~~

~~Includes nonaccrual loans.~~

~~(c)~~

~~Average securities do not include unrealized holding gains/losses on available for sale securities.~~

~~(d)~~

~~Included in interest income is net purchase accounting accretion of $6.7 million and $13.1 million for the nine months ended September 30, 2021 and 2020, respectively.~~

Provision for Credit Losses

During the ~~third~~first quarter of ~~2021,~~2022, we recorded a negative provision for credit losses of ~~$27.0~~$22.5 million, compared to a negative ~~provision~~provisions for credit losses of ~~$17.2~~$28.4 million in the ~~second~~fourth quarter of 2021, and ~~a $25.0~~$4.9 million ~~provision for credit losses expense~~ in the ~~third~~first quarter of ~~2020.~~2021. The ~~third~~first quarter of 2022 negative provision included net charge-offs of $0.3 million and a reserve release of $22.8 million. The fourth quarter of 2021 negative provision included net charge-offs of ~~$1.8~~$0.7 million and a reserve release of ~~$28.8~~$29.1 million. The ~~second~~first quarter of 2021 negative provision for credit loss included net charge-offs of ~~$10.5~~$18.3 million and a reserve release of ~~$27.7~~$23.2 million. The negative provision for credit losses recorded in the ~~third~~first quarter of 2022 and ~~second quarters~~fourth quarter of 2021 ~~reflect improvements~~were largely the result of continued improvement in ~~macroeconomic forecasts~~asset quality with minimal losses over the past few quarters and continued improvement in economic conditions in our ~~asset quality metrics.~~footprint. The ~~third quarter of 2020~~modest negative provision for credit loss ~~expense included net charge-offs~~in the first quarter of ~~$24.0 million and a reserve build~~2021 was the result of ~~$1.0 million.~~

For the nine months ended September 30, 2021, we recorded a negative provision for credit losses of $49.1 million, compared to a provision for credit loss expense of $578.7 million for same period in 2020. As noted above, reserve releases made in 2021 reflect continued improvement in macroeconomic forecasts and ~~asset quality metrics. The provision for credit losses expense recorded~~the contraction in the nine months ended September 30, 2020 was driven by economic deterioration brought on by the widespread economic shutdown in response to the COVID-19 pandemic and the loss on the sale of a portion of our energycore loan portfolio ~~in July 2020.~~(excluding PPP).

Net charge-offs in the ~~third~~first quarter of ~~2021~~2022 were ~~$1.8~~$0.3 million, or ~~0.03%~~0.01% of average total loans on an annualized basis, compared to ~~$10.5~~$0.7 million, or ~~0.20%~~0.01% in the ~~second~~fourth quarter of 2021, and ~~$24.0~~$18.3 million, or ~~0.43%~~0.34% in the ~~third~~first quarter of ~~2020.~~2021. The ~~third~~first quarter of 2022 included $1.2 million of consumer net charge-offs, largely offset by net recoveries of $0.8 million for commercial and less than $0.1 million for residential mortgage, virtually unchanged from fourth quarter of 2021 levels. Net charge-offs in the first quarter of 2021 included ~~$0.5~~$16.2 million of commercial net charge-offs, ~~$0.4~~largely energy-related, $0.1 million of ~~residential~~ mortgage net recoveries and ~~$1.7~~$2.5 million of consumer net charge-offs. ~~The second quarter~~

Future assumptions in economic forecasts and our own asset quality metrics will drive our outlook for the level of ~~2021 included $9.3 million of commercial net charge-offs, $0.1 million of residential~~

~~Table of Contents~~forecasted reserves. We currently expect reserve releases will continue; however, we expect to see them taper off over the next few quarters.

~~mortgage net recoveries and $1.3 million of consumer net charge-offs. Net charge-offs in the third quarter of 2020 included $17.3 million of net charge-offs of healthcare-dependent credits.~~

The discussion ~~of Allowance~~labeled "Allowance for Credit Losses and Asset ~~Quality~~Quality" appears later in this Item and provides additional information on these changes and on general credit ~~quality, including our near-term outlook.~~quality.

Noninterest Income

Noninterest income totaled ~~$93.4~~$83.4 million for the ~~third~~first quarter of ~~2021,~~2022, down ~~$0.9~~$6.2 million, or 1%7%, from the ~~second~~fourth quarter of 2021, and ~~up $9.6~~down $3.7 million, or ~~11%~~4%, from the ~~third~~first quarter of ~~2020. Noninterest~~2021. There were no nonoperating items included in noninterest income ~~includes nonoperating income of $4.6 million from the sale of the remaining Hancock Horizon Funds~~ in the ~~third~~first quarters of 2022 and 2021. There was $3.6 million of nonoperating noninterest income in the fourth quarter of 2021 ~~and $2.8 million related~~attributable to ~~the sale of Mastercard stock in the second quarter of 2021.~~a gain on a hurricane-related insurance settlement. Excluding ~~these items,~~this item, operating noninterest income decreased ~~$2.7~~$2.6 million, or 3%, linked quarter. The decrease in operating noninterest income from the prior quarter ~~which~~ was largely attributable to lower secondary mortgage market operations income, with limited impact from Hurricane Ida. The increase compared to the third quarter of 2020 was attributable to most fee categories as economic conditions have improved and consumer activity rebounded, and the previously mentioned nonoperating items, partially offset by thea decline in secondary mortgage market operations income. The decrease compared to the same quarter last year was attributable to declines in secondary mortgage market operations income, bank-owned life insurance (BOLI) income, and ~~a lower level of bank owned life insurance gains.~~derivative fees, partially offset by an increase in other income largely due to Small Business Investment Company (SBIC) income and other revenue items described below.

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


	Three Months Ended						Nine Months Ended				Three Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,		March 31,			December 31,		March 31,
(in thousands)	2021		2021		2020		2021		2020		2022			2021		2021
Service charges on deposit accounts	$	21,159	$	19,381	$	18,440	$	59,686	$	56,795	$	21,674		$	21,346	$	19,146
Trust fees		16,041		16,307		14,424		47,351		43,390		15,279			15,547		15,003
Bank card and ATM fees		19,833		20,483		17,222		58,436		50,541		20,396			20,638		18,120
Investment and annuity fees and insurance commissions		7,167		7,331		5,988		21,956		18,504		7,427			7,546		7,458
Secondary mortgage market operations		6,972		12,556		12,875		31,238		28,736		3,746			5,456		11,710
Income from bank-owned life insurance		3,907		3,347		6,628		14,535		14,211		3,545			3,795		7,281
Credit related fees		2,568		2,971		2,911		8,383		8,585		2,669			2,618		2,844
Income from customer and other derivatives		2,970		3,750		1,739		11,755		9,718		2,349			1,722		5,035
Securities transactions, net		—		333		376		333		488		(87	)		—		—
Gain on sale of Mastercard Class B common stock		—		2,800		—		2,800		—
Gain on sale of Hancock Horizon Funds		4,576		—		—		4,576		—
Gain on hurricane-related insurance settlement												—			3,600		—
Other miscellaneous		8,168		5,013		3,145		13,673		11,110		6,434			7,344		492
Total noninterest income	$	93,361	$	94,272	$	83,748	$	274,722	$	242,078	$	83,432		$	89,612	$	87,089

Service charges are composed of overdraft and ~~insufficient~~nonsufficient funds fees, business and corporate account analysis fees, overdraft protection fees and other customer transaction-related charges. Service charges on deposits totaled ~~$21.2~~$21.7 million for the ~~third~~first quarter of ~~2021,~~2022, up ~~$1.8~~$0.3 million, or 9%2%, from the ~~second~~fourth quarter of 2021, and up ~~$2.7~~$2.5 million, or ~~15%~~13%, from the ~~third~~first quarter of ~~2020.~~2021. The

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increase from the ~~second~~fourth quarter of 2021 is primarily attributable to an ~~additional processing day, increased~~increase in business account ~~activity and~~service charges, partially offset by a ~~lower earnings credit rate applied to excess deposit balances.~~decrease in consumer overdraft fees. The increase from the ~~third~~first quarter of ~~2020~~2021 was largely due to both increased ~~activity related~~activity-related fees and higher overdraft ~~revenue,~~fees, which ~~continues to rebound~~have increased as consumer spending activity ~~returns, although~~has returned to a more typical level. As noted previously, the Company has announced plans to eliminate consumer (retail) non-sufficient funds fees ~~remain lower than pre-pandemic levels due~~and certain overdraft fees by the end of 2022, which are currently reflected in ~~part~~this revenue line item. We expect these fees to ~~higher checking account balances.~~decrease, on average, by approximately $2 to $3 million per quarter for 2023.

Trust fee income represents revenue generated from a full range of trust services, including asset management and custody services provided to individuals, businesses and institutions. Trust fees decreased $0.3 million, or 2%, from the prior quarter and increased ~~$1.6~~$0.3 million, or ~~11%~~2%, compared to the same quarter a year ago. The decrease compared to the prior quarter is primarily due to ~~seasonal tax preparation fees recorded~~a decline in ~~the second quarter.~~employee benefits trust income. The increase from the same quarter alast year ~~ago~~ was largely due to an increase in personal trust income with the ~~continued~~ rebound ~~from the volatility in the~~of equity markets, ~~in 2020~~ and a new fee structure introduced induring the second quarter of 2021. ~~Trust assets under management totaled $9.5 billion at September 30, 2021, compared to $10.1 billion at June 30, 2021, and $9.0 billion at September 30, 2020.~~These increases were partially offset by a decline in Hancock Horizon mutual funds income as the funds were sold in late 2021.

Bank card and ATM fees include interchange and other income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions. Bank card and ATM fees totaled ~~$19.8~~$20.4 million for the ~~third~~first quarter of ~~2021,~~2022, down ~~$0.7~~$0.2 million, or 3%1%, from the ~~second~~fourth quarter of 2021 and up ~~$2.6~~$2.3 million, or ~~15%~~13%, from the same quarter last year. The decrease from the prior quarter was largely due to ~~branch and ATM closures and fee waivers related to Hurricane Ida.~~two fewer activity days. The increase ~~from~~compared to the same quarter last year ~~reflects~~was largely due to higher levels of activity as economic conditions ~~continue~~related to ~~improve.~~

the pandemic have returned to a more typical level.~~Table of Contents~~

Investment and annuity fees and insurance commissions decreased ~~$0.2~~$0.1 million, or 2%, compared to the ~~second~~fourth quarter of 2021 and were ~~up $1.2 million, or 20%,~~virtually flat compared to the same quarter a year ago. The decline from the prior quarter was ~~primarily~~largely due to lower underwriting activity, ~~annuity sales~~insurance commissions, and ~~insurance commissions,~~investment fees, partially offset by higher ~~investment activity~~annuity fees. ~~The increase from~~Compared to the same quarter a year ago, lower levels of ~~the prior year was attributable to~~underwriting and insurance fees were offset by an increase in investment ~~commissions and annuity sales activity as the lower interest rate environment slowed bond trading activity in 2020.~~ fees.

Income from secondary mortgage market operations is comprised of income produced from the origination and sales of residential mortgage loans in the secondary market. We offer a full range of mortgage products to our customers and typically sell longer-term fixed rate loans while retaining the majority of adjustable rate loans, as well as loans generated through programs to support customer relationships. Income from secondary mortgage market operations was ~~$7.0~~$3.7 million in the ~~third~~first quarter of ~~2021,~~2022, down ~~$5.6~~$1.7 million, or ~~44%~~31%, from the ~~second~~fourth quarter of 2021 and down ~~$5.9~~$8.0 million, or ~~46%~~68%, from the ~~third~~first quarter of ~~2020.~~2021. The decrease ~~in income compared to~~from the prior quarter and the same quarter last year was due largely to ~~the diversification~~both a lower level of ~~delivery methods~~refinancing activity as interest rates have begun to rise, and a lower percentage of originated loans sold in the ~~second~~secondary market. The level of mortgage applications during the first quarter of 2021, which resulted in a one-time acceleration of income recognition in the prior quarter, as well as slowed production in the third quarter due in part to disruption caused by Hurricane Ida in a portion of our market. Third quarter 2021 mortgage applications were2022 was down approximately 15% when compared to the ~~second~~fourth quarter of 2021 and down 37% when compared to the first quarter of 2021. The percentage of originated loans sold in the secondary market declined to 27% in the first quarter of 2022 from 35% in the fourth quarter of 2021 and 64% in the same quarter last year. Secondary mortgage market operations income will vary based on application volume and pull through rates. We expect income from secondary mortgage ~~fees~~market operations to ~~decline in time~~remain low as the demand for mortgage loans and refinancing ~~slows.~~slows in the rising interest rate environment.

Income from bank-owned life insurance (BOLI) is typically generated through insurance benefit proceeds as well as the growth of the cash surrender value of insurance contracts held. Income from bank-owned life insurance was ~~$3.9~~$3.5 million for the ~~third~~first quarter of ~~2021, up $0.6~~2022, down $0.3 million, or ~~17%~~7%, from the ~~second~~fourth quarter of 2021, and down ~~$2.7~~$3.7 million, or ~~41%~~51%, from the ~~third~~first quarter of ~~2020.~~2021. The linked-quarter ~~increase~~decrease is attributable to a higher level of benefit proceeds recorded in ~~third~~fourth quarter of 2021, and the decrease from the prior year is largely attributable to ~~benefit proceeds~~income received in connection with the purchase of ~~$3.4 million recorded~~policies in the ~~third~~first quarter of ~~2020.~~2021.

Credit-related fees include fees assessed on letters of credit and unused portions of loan commitments. Credit related fees were ~~$2.6~~$2.7 million for the ~~third~~first quarter of ~~2021, down $0.4~~2022, up $0.1 million, or ~~14%~~2%, from the ~~second~~fourth quarter of 2021 and down ~~$0.3~~$0.2 million, or ~~12%~~6%, from the ~~third~~first quarter of ~~2020.~~2021. The linked quarter ~~decrease~~increase is primarily attributable to an increase in letter of credit fees, partially offset by a decline in loan commitment fees, as credit line utilization increased during the period. The decrease from the ~~third~~first quarter of ~~2020~~2021 is primarily attributable to a decrease in both letters of credit fees and loan commitment fees.

Income from customer and other derivatives is largely from our customer interest rate derivative program and totaled ~~$3.0~~$2.3 million for the ~~third~~first quarter of ~~2021~~2022 compared to ~~$3.8~~$1.7 million in the ~~second~~fourth quarter of 2021 and ~~$1.7~~$5.0 million for the ~~third~~first quarter of ~~2020.~~2021. The decrease from the same quarter last year is largely attributable to the demand during the first quarter of 2021 for interest rate swap arrangements due to the long-term interest rate environment at the time. Derivative income can be volatile and is dependent upon the composition of the portfolio, volume and mix of sales activity and market value adjustments due to market interest rate movement.

Other miscellaneous income is comprised of various items, including income from small business investment companies (SBIC), FHLB stock dividends, and syndication fees. Other miscellaneous income (excluding nonoperating items) totaled ~~$8.2~~$6.4 million, ~~up $3.2~~down

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$0.9 million compared to the ~~second quarter~~fourth of 2021 and up ~~$5.0~~$5.9 million compared to the ~~third~~first quarter of ~~2020.~~2021. The ~~increase~~decrease compared to the prior period was largely driven by ~~net~~a lower level of SBIC income and syndication fees, partially offset by an increase in gains on sales of ~~other assets, partially offset by decreases in syndication fees and SBIC income.~~assets. The increase compared to the prior year reflects increased ~~net gains on sales~~SBIC income as a result of ~~other assets~~an approximately $4.7 million pandemic related write-down in the first quarter of 2021, and higher ~~teller fees,~~syndication fees.

Management expects our 2022 fee income, excluding nonoperating items, to decline 1% to 3%, from the 2021 level of $353.4 million, largely due to lower secondary mortgage fees.

Noninterest Expense

Noninterest expense for the first quarter of 2022 was $179.9 million, down $2.5 million, or 1%, from the fourth quarter of 2021, and down $13.1 million, or 7%, from the first quarter of 2021. There were no nonoperating noninterest expense items in the first quarters of 2022 and 2021. During the fourth quarter of 2021, there was a net negative $1.3 million of nonoperating noninterest expense largely resulting from accrual reversals related to both Hurricane Ida expenses and closed branch writedowns, partially offset by ~~a gain on a lease buyout recorded in the third quarter of 2020.~~

Noninterest income for the first nine months of 2021 was $274.7 million, up $32.6 million, or 13% from the first nine months of 2020, and includes the $7.4 million of nonoperating income, as noted above.expense associated with efficiency initiatives. Excluding the nonoperating items, operating noninterest income was up $25.3 million, or 10%. The increase in fee income for the first nine months of 2021 compared to 2020 includes increases in almost all fee categories and is primarily attributable to the economic rebound from the recessionary market conditions present in much of the first nine months of 2020. Card fees were up $7.9 million, or 16%, related to increased activity. Trust fees were up $4.0 million, or 9%, primarily in personal trust with improved market conditions and a higher level of assets under management. Insurance, investment and annuity fees were up $3.5 million, or 19%, with increased annuity and investment fees. Secondary mortgage fees were up $2.5 million, or 9%, related to the low interest rate environment. Other miscellaneous income, excluding nonoperating items, was up $2.6 million, or 23%.

Management expects fee income, excluding nonoperating items, to remain relatively flat for the fourth quarter of 2021, and to grow approximately 9% on a full year basis with increases expected in most fee categories.

~~Noninterest Expense~~

Noninterest expense for the third quarter of 2021 was $194.7 million, down $42.1 million, or 18%, from the second quarter of 2021, and down $1.1 million, or 1%, from the third quarter of 2020. The third quarter of 2021 included $3.2 million in net nonoperating expenses which included a $1.9 million severance reversal for certain employees with positions eliminated in the prior quarter that were internally placed and $5.1 million in expenses related to Hurricane Ida, which includes damage to facilities, recovery cost, charitable contributions to organizations providing recovery assistance, temporary housing, distribution of meals, ice and fuel, among

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other things. The second quarter of 2021 included $45.0 million of nonoperating expenses, with $40.8 million related to initiatives put in place to improve overall efficiency and operating performance and $4.2 million related to the redemption of $150 million of subordinated notes. There were no nonoperating expenses in the third quarter of 2020. Excluding these items, operating expense was down ~~$0.3~~$3.9 million, or ~~less than 1%, linked quarter, and down $4.3 million, or~~ 2%, from the ~~same quarter a year ago.~~prior quarter. The decrease in operating expense from the prior quarter was largely driven by lower ~~salaries and benefits and lower occupancy as a result of initiatives put in place during the second quarter of 2021, and lower~~ professional services expense ~~partially offset by higher business development costs, regulatory expense~~with lower consulting and legal fees, other real estate gains, lower data processing expense ~~as card activity increased.~~with fewer processing days and lower personnel expense with one less workday. Compared to the same quarter last year, the decrease was largely attributable to personnel expense savings as a result of reduced headcount, lower occupancy expense resulting from branch closures, ~~lower FDIC assessment and corporate value tax,~~ and a decrease in professional services expense, partially offset by an increase in business development costs and data processing expense as a result of higher level of card activity. A more detailed discussion of the variances follows.

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


	Three Months Ended									Nine Months Ended						Three Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,			March 31,			December 31,			March 31,
(in thousands)	2021			2021			2020			2021			2020			2022			2021			2021
Compensation expense	$	92,601		$	100,587		$	97,095		$	289,034		$	286,922		$	85,993		$	89,555		$	95,846
Employee benefits		19,377			42,067			20,761			85,213			64,892			21,403			18,573			23,769
Personnel expense		111,978			142,654			117,856			374,247			351,814			107,396			108,128			119,615
Net occupancy expense		11,974			12,955			13,191			37,839			39,272			11,680			11,947			12,910
Equipment expense		4,894			4,392			5,355			14,067			14,724			4,867			4,100			4,781
Data processing expense		24,766			23,885			21,888			71,598			65,185			24,239			25,157			22,947
Professional services expense		12,748			13,473			14,372			37,472			35,098			7,793			11,206			11,251
Amortization of intangible assets		4,082			4,245			4,788			12,746			15,302			3,748			3,919			4,419
Deposit insurance and regulatory fees		3,680			2,967			4,108			10,042			15,039			3,740			3,540			3,395
Other real estate and foreclosed asset expense		(376	)		(86	)		(482	)		(456	)		9,188			(1,764	)		246			6
Advertising		3,638			2,276			3,159			8,400			10,089			3,166			4,041			2,486
Corporate value, franchise and other non-income taxes		3,414			3,422			4,872			11,300			13,649			4,248			3,178			4,464
Telecommunications and postage		3,087			3,163			4,043			9,568			11,483			2,925			3,078			3,318
Entertainment and contributions		2,280			1,486			1,315			5,214			7,146			2,961			2,653			1,448
Travel expense		765			667			309			1,789			1,816			660			908			357
Printing and supplies		914			941			1,271			2,833			4,006			1,003			895			978
Tax credit investment amortization		1,112			1,113			961			3,337			2,882			1,004			1,099			1,112
Other retirement expense		(7,294	)		(6,806	)		(6,337	)		(20,645	)		(18,796	)		(6,772	)		(7,296	)		(6,545	)
Loss on extinguishment of debt		—			4,165			—			4,165			—
Loss on facilities and equipment from consolidation		—			15,462			—			15,462			929			—			(1,599	)		—
Other miscellaneous		13,041			6,396			5,105			25,567			16,822			9,045			7,262			6,130
Total noninterest expense	$	194,703		$	236,770		$	195,774		$	624,545		$	595,648		$	179,939		$	182,462		$	193,072

~~Nonoperating Expenses (included above)~~

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in thousands)

2021

2021

2020

2021

2020

Nonoperating expense

Compensation expense

$
(1,862
)

$
5,161

$
—

$
3,299

$
—

Employee benefits

3

20,189

—

20,192

—

Personnel expense

(1,859
)

25,350

—

23,491

—

Net occupancy expense

2

—

—

2

—

Equipment expense

2

—

—

2

—

Advertising

2

—

—

2

—

Entertainment and contributions

174

—

—

174

—

Travel expense

5

—

—

5

—

Printing and supplies

22

—

—

22

—

Loss on extinguishment of debt

—

4,165

—

4,165

��

—

Loss on facilities and equipment from consolidation

—

15,462

—

15,462

—

Other miscellaneous

4,877

—

—

4,877

—

Total nonoperating expenses

$
3,225

$
44,977

$
—

$
48,202

$
—

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Nonoperating Expenses (included above)


	Three Months Ended
	March 31,		December 31,			March 31,
(in thousands)	2022		2021			2021
Nonoperating expense
Personnel expense	$	—	$	949		$	—
Equipment expense		—		3			—
Advertising		—		14			—
Loss on facilities and equipment from consolidation		—		(1,599	)		—
Other miscellaneous		—		(696	)		—
Total nonoperating expenses	$	—	$	(1,329	)	$	—

Personnel expense consists of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and medical, life and disability. Personnel expense totaled ~~$112.0~~$107.4 million for the ~~third~~first quarter of ~~2021,~~2022, down ~~$30.7~~$0.7 million, or ~~22%~~1%, compared to the prior quarter and down ~~$5.9~~$12.2 million, or 5%10%, compared to the same quarter last year. The third quarter of 2021 includes a $1.9 million credit of nonoperating expense, primarily related to the reversal of severance, as noted above. The second quarter of 2021 includes $25.4 million of nonoperating expenses related to efficiency initiatives, including the VERIP ($20.2 million) and reduction in force ($5.1 million). Excluding the nonoperating expenses, personnel expense was down $3.5 million, or 3%, from the prior quarter, and down $4.0 million, or 3%, from the same quarter last year. The decrease from the prior quarter was largely due to one less payroll day and lower bonus and incentives from a lower level of secondary mortgage production. The decrease from the same quarter last year is ~~primarily~~largely attributable to a decrease of ~~197~~383 full-time equivalent employees (FTEs), primarily the result of the ~~reduction in force at the end of the second quarter. The decrease from the same quarter last year is attributable to~~efficiency measures implemented during 2021, including a ~~decrease of 629 FTEs as a result of the VERIP,~~voluntary early retirement program and the closure of 20 financial centers, ~~and the second quarter reduction in force,~~ partially offset by annual merit ~~raises and higher bonus and incentive accruals.~~raises.

Occupancy and equipment expenses are primarily composed of lease expenses, depreciation, maintenance and repairs, rent, taxes, and other equipment expenses. Occupancy and equipment expenses totaled ~~$16.9~~$16.5 million in the ~~third~~first quarter of ~~2021, down~~2022, up $0.5 million, or 3%, from the ~~second~~fourth quarter of 2021 and ~~$1.7~~down $1.1 million, or 9%6%, from the ~~third~~first quarter of ~~2020.~~2021. The linked-quarter ~~decrease~~increase was largely related to higher equipment expense related to annual maintenance contract renewals, partially offset by a decrease in occupancy expense ~~due in part to branch closures, partially offset by an increase in equipment expense~~ related to ~~equipment purchases.~~higher sublease rental income. The decrease from the same quarter last year is ~~related to decreases in both occupancy expense and equipment expense, largely~~primarily attributable to the ~~eight~~closure of 26 financial centers ~~that were closed in April 2021.~~during 2021 as a result of efficiency initiatives.

Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions. Data processing expense was ~~$24.8~~$24.2 million for the ~~third~~first quarter of ~~2021, up~~2022, down $0.9 million, or 4%, compared to the ~~second~~fourth quarter of 2021, and up ~~$2.9~~$1.3 million, or ~~13%~~6%, compared to the ~~third~~first quarter of ~~2020.~~2021. The ~~increase over~~decrease from the ~~second~~fourth quarter of 2021 is largely due to ~~the increase in~~a lower level of card ~~activity.~~activity with two fewer activity days. The increase from ~~third~~first quarter of ~~2020~~2021 is largely due to ~~expense associated with investments in new technology, along with~~higher processing expense related to the increase in bank card activity.

Professional services expense for the ~~third~~first quarter of ~~2021~~2022 totaled ~~$12.7~~$7.8 million, down ~~$0.7~~$3.4 million, or 5%30%, compared to the previous quarter and ~~$1.6~~$3.5 million, or ~~11%~~31%, from the ~~third~~first quarter of ~~2020.~~2021. The decrease from the ~~second~~fourth quarter of 2021 and the same quarter last year is primarily attributable to lower levels of expense related to PPP consulting support, ~~and~~as well as a reduction in legal fees.

Deposit insurance and regulatory fees totaled $3.7 million, up ~~$0.7~~$0.2 million, or ~~24%~~6%, from the ~~second~~fourth quarter of 2021 and ~~down $0.4~~up $0.3 million, or 10%, from the ~~third~~first quarter of ~~2020.~~2021. The increase from the prior ~~period~~quarter and the prior year is due ~~in part~~largely to the impact on our risk based assessment of declining levels of low-risk PPP loans and ~~a change~~lower levels of excess liquidity to our FDIC insurance cost. We expect our FDIC insurance cost to continue to increase as we continue to redeploy our excess liquidity and as our PPP loans pay down.

Other real estate and foreclosed asset expense reflected net income of $1.8 million for the first quarter of 2022 resulting from gains on sales of properties, compared to minimal activity in both the ~~treatment of certain CECL transition provisions on the risk based assessment. The decrease from~~prior quarter and the same quarter last ~~year is largely due to the favorable effect that excess liquidity~~year. Other real estate gain or losses may occur periodically and ~~continued asset quality improvement has~~are dependent on the ~~risk-based assessment. We expect our deposit assessment fee to return to a more typical level as our excess liquidity declines.~~volume of properties for sale and current market conditions.

Corporate value, franchise and other non-income tax expense for the ~~third~~first quarter of ~~2021~~2022 totaled ~~$3.4~~$4.2 million, ~~virtually unchanged from~~up $1.1 million, or 34%, over the prior quarter and down ~~$1.5~~$0.2 million, or ~~30%~~5%, compared to the same quarter last year. The ~~decrease~~increase from the ~~third~~fourth quarter of ~~2020~~2021 reflects ~~a decrease~~an increase in bank share tax as ~~a result of~~the benefit from the net loss recorded in 2020 concluded in 2021. The decrease from the same quarter last year is primarily due to a $1.2 million termination penalty on a BOLI transaction incurred in the first quarter of 2021, partially offset by the bank share tax benefit realized during 2021 from the net loss recorded in 2020.

Business development-related expenses (including advertising, travel, entertainment and contributions) totaled ~~$6.7~~$6.8 million for the ~~third~~first quarter of ~~2021, up $2.3~~2022, down $0.8 million, or ~~51%~~11%, from the ~~second~~fourth quarter of 2021, and ~~$1.9~~up $2.5 million, or ~~40%~~58%, from the ~~third~~first quarter of ~~2020.~~2021. The linked-quarter ~~increase~~decrease was largely due to ~~an increase~~a decrease in advertising and ~~charitable contributions~~travel, and the increase over last year was largely due to entertainment and contributions, advertising and travel expense.

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All other expenses, excluding amortization of intangibles and nonoperating items, totaled ~~$5.6~~$7.2 million for the ~~third~~first quarter of ~~2021,~~2022, an increase of ~~$0.9~~$1.5 million from the ~~second~~fourth quarter of 2021, and ~~an increase of $1.0~~$2.2 million from the ~~third~~first quarter of ~~2020.~~2021. The ~~variance compared to~~increase for both periods is ~~the result~~due in part to increases in noncredit losses of ~~approximately $1.0~~$0.9 million ~~in contract cancellation costs in the third quarter of 2021.~~

~~Noninterest expense totaled $624.5~~linked-quarter and $2.1 million ~~for the first nine months of 2021, up $28.9 million, or 5%,~~ from the ~~first nine months of 2020. Excluding the nonoperating expenses described above,~~same quarter last year, and other miscellaneous smaller items.

We expect our 2022 operating expense was down $19.3 million, or 3%. Other real estate and foreclosed assets expense was down $9.6 million, as 2020 included a $9.8 million write-down of equity interests received in energy-related bankruptcy restructurings. Deposit insurance and regulatory expense was down $5.0 million, or 33%, due to the favorable impact of higher liquidity and improved asset quality upon the risk-based assessment. Operating business development expense was down $3.8 million, or 20%, attributable to expense control initiatives put in place in the current year. The nine months ended September 30, 2020 also includes $2.5 million of pandemic relief contributions in the Gulf Coast region. Operating personnel expense was down $1.1 million or less than 1%, with lower salary expense related to the efficiency initiatives referred to above, partially offset by higher bonus and incentives in connection with improved Company performance. Occupancy and equipment expense was down $2.1 million, or 4% related to expense control measures and branch closures. These decreases were partially offset by increases of $6.4 million, or 10% in data processing expense attributable to investments in new technology and increased card activity, and $2.4 million, or 7%, in professional services as a result of consulting and support related to PPP loan origination and forgiveness.

~~Management expects fourth quarter 2021 operating noninterest expense to total $187 million, and~~ to be down approximately 2% to 3% ~~for~~from the ~~full year of~~ 2021 ~~compared to 2020. The forecasted fourth quarter 2021 expense~~ level of ~~approximately $187~~$760.1 million, isreflecting our continued focus on expense management. We expect our ongoing expense initiatives, including strategic procurement, combined with the ~~expected quarterly run rate for 2022 operating expense.~~full-year impact of initiatives completed through 2021, will support the strategy of using cost control measures to fund revenue enhancements, such as additional investments in technology and additional bankers, and reduce the overall impact of wage inflation.

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Income Taxes

The effective income tax rate for the ~~third~~first quarter of ~~2021~~2022 was approximately ~~19.2%~~20.1% compared to ~~18.9%~~16.4% in the ~~second~~fourth quarter of 2021 and ~~19.2%~~19.7% in the ~~third~~first quarter of ~~2020.~~2021. The ~~nominal~~linked-quarter increase in the ~~third quarter 2021~~ effective income tax rate is due primarily to a ~~slight decrease~~$4.9 million income tax benefit in ~~expected tax credits due to revised estimates.~~the fourth quarter of 2021 from an increase in the 2020 net operating loss (“NOL”).

Many factors impact the effective income tax rate including, but not limited to, the level of pre-tax income and relative impact of net tax benefits related to tax credit investments, tax-exempt interest income, bank-owned life insurance, and nondeductible expenses. Based on the current forecast, management expects the effective income tax rate for ~~2021~~2022 will be in the 19%~~-20%~~-21% range, absent any changes in tax law.

Our effective tax rate has historically varied from the 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 bank-owned life insurance 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 we serve and are directed at tax credits issued under the Federal and State New Market Tax Credit (“NMTC”) programs, Low-Income Housing Tax Credit (“LIHTC”) programs, as well as pre-2018 Qualified Zone Academy Bonds (“QZAB”) and Qualified School Construction Bonds (“QSCB”). These investments generate tax credits, which reduce current and future taxes and are recognized when earned as a benefit in the provision for income taxes.

We have invested in NMTC projects through investments in our own Community Development Entities (“CDE”), as well as other unrelated CDEs. 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. We have also invested in affordable housing projects that generate federal LIHTC tax credits that are recognized over a ten-year period, beginning in the year the rental activity begins. The amortization of the LIHTC investment cost is recognized as a component of income tax expense in proportion to the tax credits recognized over the ten-year credit period.

Based on tax credit investments that have been made to date in ~~2021,~~2022, we expect to realize benefits from federal and state tax credits over the next three years totaling $10.0 million, $10.1 million ~~$10.0 million~~ and ~~$10.1~~$7.4 million in ~~2022,~~ 2023, 2024, and ~~2024,~~2025, respectively. We intend to continue making investments in tax credit projects. However, our ability to access new credits will depend upon, among other factors, federal and state tax policies and the level of competition for such credits.

~~Selected Financial Data~~LIQUIDITY AND CAPITAL RESOURCES

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

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

2021

2021

2020

2021

2020

Common Share Data

��

Earnings (loss) per share:

Basic

$
1.46

$
1.00

$
0.90

$
3.67

$
(1.73
)
Diluted

$
1.46

$
1.00

$
0.90

$
3.67

$
(1.73
)
Cash dividends paid

$
0.27

$
0.27

$
0.27

$
0.81

$
0.81

Book value per share (period-end)

$
41.81

$
41.03

$
39.07

$
41.81

$
39.07

Tangible book value per share (period-end)

$
31.10

$
30.27

$
28.11

$
31.10

$
28.11

Weighted average number of shares (000s):

Basic

86,834

86,814

86,358

86,800

86,614

Diluted

87,006

86,990

86,400

86,951

86,614

Period-end number of shares (000s)

86,823

86,847

86,400

86,823

86,400

~~Table of Contents~~

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in thousands)

2021

2021

2020

2021

2020

Income Statement:

Interest income

$
244,417

$
248,300

$
257,043

$
743,502

$
800,728

Interest income (te) (a)

247,185

251,154

260,232

752,046

810,613

Interest expense

9,708

13,657

21,860

39,563

96,491

Net interest income (te)

237,477

237,497

238,372

712,483

714,122

Provision for credit losses

(26,955
)

(17,229
)

24,999

(49,095
)

578,690

Noninterest income

93,361

94,272

83,748

274,722

242,078

Noninterest expense (excluding amortization of intangibles)

190,621

232,525

190,986

611,799

580,346

Amortization of intangibles

4,082

4,245

4,788

12,746

15,302

Income (loss) before income taxes

160,322

109,374

98,158

403,211

(228,023
)
Income tax expense (benefit)

30,740

20,656

18,802

77,739

(79,274
)
Net income (loss)

$
129,582

$
88,718

$
79,356

$
325,472

$
(148,749
)
For informational purposes - included above, pre-tax

Nonoperating item included in noninterest income:

  Gain on sale of Hancock Horizon Funds

$
4,576

$
—

$
—

$
4,576

$
—

  Gain on sale of Mastercard Class B common stock

—

2,800

—

2,800

—

Nonoperating items included in noninterest expense:

  Efficiency initiatives

(1,867
)

40,812

—

38,945

—

  Hurricane related expenses

5,092

—

—

5,092

—

  Loss on redemption of subordinated notes

—

4,165

—

4,165

—

Provision for credit loss associated with energy loan sale

—

—

—

—

160,101

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

2021

2021

2020

2021

2020

Performance Ratios

Return on average assets

1.46
%

1.01
%

0.97
%

1.25
%

(0.62
)%
Return on average common equity

14.26
%

10.20
%

9.42
%

12.39
%

(5.77
)%
Return on average tangible common equity

19.22
%

13.94
%

13.14
%

16.89
%

(7.99
)%
Earning asset yield (te) (a)

3.06
%

3.13
%

3.53
%

3.16
%

3.73
%
Total cost of funds

0.12
%

0.17
%

0.30
%

0.17
%

0.44
%
Net Interest Margin (te)

2.94
%

2.96
%

3.23
%

3.00
%

3.29
%
Noninterest income to total revenue (te)

28.22
%

28.41
%

26.00
%

27.83
%

25.32
%
Efficiency ratio (b)

57.44
%

57.01
%

59.29
%

57.52
%

60.69
%
Average loan/deposit ratio

71.62
%

73.18
%

83.72
%

73.97
%

85.61
%
FTE employees (period-end)

3,429

3,626

4,058

3,429

4,058

Capital Ratios

Common stockholders' equity to total assets

10.28
%

10.15
%

10.17
%

10.28
%

10.17
%
Tangible common equity ratio (c)

7.85
%

7.70
%

7.53
%

7.85
%

7.53
%

~~(a)~~

~~Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.~~

~~(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 stockholders’ equity less intangible assets divided by total assets less intangible assets.~~

~~Table of Contents~~

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

($ in thousands)

2021

2021

2020

2021

2020

Asset Quality Information

Nonaccrual loans (a)

$
60,357

$
83,551

$
171,462

$
60,357

$
171,462

Restructured loans - still accruing

3,071

3,830

9,115

3,071

9,115

Total nonperforming loans

63,428

87,381

180,577

63,428

180,577

ORE and foreclosed assets

8,423

10,201

11,640

8,423

11,640

Total nonperforming assets

$
71,851

$
97,582

$
192,217

$
71,851

$
192,217

Accruing loans 90 days past due (b)

$
9,970

$
8,925

$
10,439

$
9,970

$
10,439

Net charge-offs

1,770

10,498

24,008

30,522

370,456

Allowance for loan losses

$
371,521

$
399,668

$
448,674

$
371,521

$
448,674

Reserve for unfunded lending commitments

28,946

29,524

31,526

28,946

31,526

Allowance for credit losses

$
400,467

$
429,192

$
480,200

$
400,467

$
480,200

Total provision for credit losses

$
(26,955
)

$
(17,229
)

$
24,999

$
(49,095
)

$
578,690

Ratios:

Nonperforming assets to loans, ORE and foreclosed assets

0.34
%

0.46
%

0.86
%

0.34
%

0.86
%
Accruing loans 90 days past due to loans

0.05
%

0.04
%

0.05
%

0.05
%

0.05
%
Nonperforming assets + accruing loans 90 days past due to loans, ORE and foreclosed assets

0.39
%

0.50
%

0.91
%

0.39
%

0.91
%
Net charge-offs to average loans

0.03
%

0.20
%

0.43
%

0.19
%

2.23
%
Allowance for loan losses to period-end loans

1.78
%

1.89
%

2.02
%

1.78
%

2.02
%
Allowance for credit losses to period-end loans

1.92
%

2.03
%

2.16
%

1.92
%

2.16
%
Allowance for loan losses to nonperforming loans + accruing loans 90 days past due

506.17
%

415.00
%

234.89
%

506.17
%

234.89
%
For informational purposes - included above

Provision for credit loss associated with energy loan sale

$
—

$
—

$
—

$
—

$
160,101

Charge-offs associated with energy loan sale

—

—

—

—

242,628

~~(a)~~

~~Included in nonaccrual loans are nonaccruing restructured loans totaling $7.2 million, $6.8 million, and $39.9 million at 9/30/21, 6/30/21, and 9/30/20, respectively.~~

~~Table of Contents~~

September 30,

June 30,

March 31,

December 31,

September 30,

(in thousands)

2021

2021

2021

2020

2020

Period-End Balance Sheet

Total loans

20,886,015

21,148,530

21,664,859

21,789,931

22,240,204

Loans held for sale

90,618

90,002

124,677

136,063

103,566

Securities

8,308,622

8,633,133

8,005,990

7,356,497

7,056,276

Short-term investments

3,062,781

2,203,785

2,339,111

1,333,786

779,057

Earning assets

32,348,036

32,075,450

32,134,637

30,616,277

30,179,103

Allowance for loan losses

(371,521
)

(399,668
)

(424,360
)

(450,177
)

(448,674
)
Goodwill and other intangible assets

929,599

933,681

937,926

942,345

946,958

Other assets

2,412,194

2,489,246

2,424,440

2,530,157

2,515,937

Total assets

$
35,318,308

$
35,098,709

$
35,072,643

$
33,638,602

$
33,193,324

Noninterest-bearing deposits

$
13,653,376

$
13,406,385

$
13,174,911

$
12,199,750

$
11,881,548

Interest-bearing transaction and savings deposits

11,291,878

11,308,744

11,200,412

10,413,870

9,971,869

Interest-bearing public fund deposits

3,055,388

3,206,799

3,198,523

3,234,936

3,176,225

Time deposits

1,207,515

1,351,179

1,636,674

1,849,321

2,001,017

Total interest-bearing deposits

15,554,781

15,866,722

16,035,609

15,498,127

15,149,111

Total deposits

29,208,157

29,273,107

29,210,520

27,697,877

27,030,659

Short-term borrowings

1,745,228

1,516,508

1,652,747

1,667,513

1,906,895

Long-term debt

248,011

248,052

397,583

378,322

385,887

Other liabilities

487,146

498,141

394,890

455,865

494,239

Stockholders' equity

3,629,766

3,562,901

3,416,903

3,439,025

3,375,644

Total liabilities & stockholders' equity

$
35,318,308

$
35,098,709

$
35,072,643

$
33,638,602

$
33,193,324

For informational purposes only - included above

SBA Paycheck Protection Program (PPP) loans

$
935,330

$
1,417,523

$
2,345,605

$
2,005,237

$
2,323,691

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in thousands)

2021

2021

2020

2021

2020

Average Balance Sheet

Total loans

$
20,941,173

$
21,388,814

$
22,407,825

$
21,355,483

$
22,200,385

Loans held for sale

82,588

89,638

112,230

94,553

80,942

Securities (a)

8,368,824

8,194,812

6,389,214

8,014,023

6,223,361

Short-term investments

2,704,796

2,522,251

502,992

2,309,414

515,661

Earning assets

32,097,381

32,195,515

29,412,261

31,773,473

29,020,349

Allowance for loan losses

(392,767
)

(418,753
)

(446,901
)

(420,900
)

(371,646
)
Goodwill and other intangible assets

931,584

935,737

949,287

935,767

954,328

Other assets

2,571,762

2,453,185

2,770,783

2,533,080

2,560,792

Total assets

$
35,207,960

$
35,165,684

$
32,685,430

$
34,821,420

$
32,163,823

Noninterest-bearing deposits

$
13,535,961

$
13,237,796

$
11,585,617

$
13,053,586

$
10,450,457

Interest-bearing transaction and savings deposits

11,341,034

11,315,790

9,806,826

11,152,935

9,332,604

Interest-bearing public fund deposits

3,085,452

3,208,718

3,196,767

3,167,956

3,256,228

Time deposits

1,274,859

1,466,505

2,174,585

1,497,840

2,894,969

Total interest-bearing deposits

15,701,345

15,991,013

15,178,178

15,818,731

15,483,801

Total deposits

29,237,306

29,228,809

26,763,795

28,872,317

25,934,258

Short-term borrowings

1,612,253

1,661,015

1,733,298

1,653,600

2,044,923

Long-term debt

248,019

371,892

386,015

338,336

298,436

Other liabilities

504,295

415,376

450,729

444,516

444,225

Stockholders' equity

3,606,087

3,488,592

3,351,593

3,512,651

3,441,981

Total liabilities & stockholders' equity

$
35,207,960

$
35,165,684

$
32,685,430

$
34,821,420

$
32,163,823

For informational purposes only - included above

SBA Paycheck Protection Program (PPP) loans

$
1,172,276

$
2,043,032

$
2,308,021

$
1,798,465

$
1,348,786

~~(a)~~

~~Average securities do not include unrealized holding gains/losses on available for sale securities.~~

~~Table of Contents~~

~~Reconciliation of Non-GAAP Measures~~

~~Operating revenue (te) and operating pre-provision net revenue (te)~~

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in thousands)

2021

2021

2020

2021

2020

Net interest income

$
234,709

$
234,643

$
235,183

$
703,939

$
704,237

Noninterest income

93,361

94,272

83,748

274,722

242,078

Total revenue

$
328,070

$
328,915

$
318,931

$
978,661

$
946,315

Taxable equivalent adjustment (a)

2,768

2,854

3,189

8,544

9,885

Nonoperating revenue

(4,576
)

(2,800
)

—

(7,376
)

—

Operating revenue (te)

$
326,262

$
328,969

$
322,120

$
979,829

$
956,200

Noninterest expense

(194,703
)

(236,770
)

(195,774
)

(624,545
)

(595,648
)
Nonoperating expense

3,225

44,977

—

48,202

—

Operating pre-provision net revenue (te)

$
134,784

$
137,176

$
126,346

$
403,486

$
360,552

~~(a)~~

~~Taxable equivalent adjustment (te) amounts are calculated using a federal income tax rate of 21%.~~

~~LIQUIDITY~~

Liquidity management ensures 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. As part of the overall asset and liability management process, liquidity management strategies and measurements have been developed to manage and

Table of Contents

monitor liquidity risk. ~~At September 30, 2021, we had $20.9~~The Company has access to sufficient liquidity for cash requirements, both on balance sheet and with $21.4 billion in net available sources of funds at March 31, 2022, summarized as follows:

	September 30, 2021
(in millions)	Total Available		Amount Used		Net Availability
							March 31, 2022
(in thousands)							Total Available		Amount Used		Net Availability
Internal Sources
Free Securities, cash and other	$	7,829	$	—	$	7,829	$	7,386,592	$	—	$	7,386,592
External Sources
Federal Home Loan Bank		5,834		2,134		3,700		5,739,451		1,200,814		4,538,637
Federal Reserve Bank		3,605		—		3,605		3,603,969		—		3,603,969
Brokered deposits		4,381		9		4,372		4,574,956		9,190		4,565,766
Other		1,369		—		1,369		1,294,000		—		1,294,000
Total Liquidity	$	23,018	$	2,143	$	20,875	$	22,598,968	$	1,210,004	$	21,388,964

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities and repayments of investment securities and occasional sales of various assets. Short-term investments such as federal funds sold, securities purchased under agreements to 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. Management has established an internal target for the ratio of free securities to total securities of 20% or greater. As shown in the table below, our ratio of free securities to total securities was ~~56.73%~~50.63% at ~~September 30, 2021,~~March 31, 2022, compared to ~~65.33%~~53.95% at ~~June 30,~~December 31, 2021 and ~~54.68%~~62.98% at ~~September 30, 2020.~~March 31, 2021. Securities and FHLB letters of credit are pledged as collateral related to public funds and repurchase agreements. Pledged securities at ~~September 30, 2021~~March 31, 2022 totaled ~~$3.6~~$4.2 billion, up ~~$588~~$250 million from ~~June 30,~~December 31, 2021. The increase in pledged securities, as well as the decrease in the ratio of free securities to total securities, was the result of utilizing securities to replace ~~$400 million in maturing~~ FHLB letters of credit as pledged collateral.


	September 30,			June 30,			September 30,			March 31,			December 31,			March 31,
Liquidity Metrics	2021			2021			2020			2022			2021			2021
Free securities / total securities		56.73	%		65.33	%		54.68	%		50.63	%		53.95	%		62.98	%
Core deposits / total deposits		98.27	%		98.07	%		96.22	%		98.94	%		98.66	%		97.65	%
Wholesale funds / core deposits		7.19	%		6.41	%		9.42	%		6.21	%		6.45	%		7.45	%
Quarter-to-date average loans /quarter-to-date average deposits		71.62	%		73.18	%		83.72	%		70.34	%		69.81	%		77.28	%

The liability portion of the balance sheet provides liquidity mainly through the ability to use cash sourced from various customers’ interest-bearing and noninterest-bearing deposit and sweep accounts. At ~~September 30, 2021,~~March 31, 2022, deposits totaled ~~$29.2~~$30.5 billion, ~~a decrease~~an increase of ~~$65~~$33.8 million, or less than 1%, from ~~June 30,~~December 31, 2021 and an increase of ~~$2.2~~$1.3 billion, or 8%4%, from ~~September 30, 2020.~~March 31, 2021. The year over year increase is largely attributable to ~~pandemic-related conditions, such as an overall slowdown~~higher balances in consumer and business ~~spending,~~

~~Table of Contents~~

~~coupled with government~~accounts, due in part to stimulus ~~such as direct payments to individuals~~ and ~~PPP loans to qualifying businesses.~~hurricane-related insurance proceeds. Core deposits consist of total deposits excluding ~~CDs~~certificates of deposit of $250,000 or more and brokered deposits. Core deposits totaled ~~$28.7~~$30.2 billion at ~~September 30, 2021, relatively flat~~March 31, 2022, up $120.2 million, or less than 1%, compared to ~~June 30,~~December 31, 2021, and up ~~$2.7~~$1.7 billion, or 6%, from ~~September 30, 2020.~~March 31, 2021. The ratio of core deposits to total deposits was ~~98.27%~~98.94% at ~~September 30, 2021,~~March 31, 2022, compared to ~~98.07%~~98.66% at ~~June 30,~~December 31, 2021 and ~~96.22%~~97.65% at ~~September 30, 2020.~~March 31, 2021. Brokered deposits totaled ~~$69.3~~$14.2 million as of ~~September 30, 2021,~~March 31, 2022, a decrease of ~~$4.9~~$16.0 million compared to ~~June 30,~~December 31, 2021 and a decrease of ~~$87.7~~$61.3 million compared to ~~September 30, 2020.~~March 31, 2021. The ~~decline in~~Company has had only limited brokered ~~deposits from both comparative~~deposit activity over the periods ~~resulted from maturing brokered time deposits that were not reissued as part of~~disclosed due to our ~~effort to utilize~~ excess liquidity. The use of brokered deposits as a funding source is subject to certain policies 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 ~~September 30, 2021,~~March 31, 2022, the Bank had borrowings of approximately $1.1 billion and had approximately ~~$3.7~~$4.5 billion available under this line. The unused borrowing capacity at the Federal Reserve’s discount window is approximately $3.6 billion. There were no outstanding borrowings with the Federal Reserve at any date during any period covered by this report.

Wholesale funds, which are comprised of short-term borrowings, long-term debt and brokered deposits were ~~7.19%~~6.21% of core deposits at ~~September 30, 2021,~~March 31, 2022, compared to ~~6.41%~~6.45% at ~~June 30,~~December 31, 2021 and ~~9.42%~~7.45% at ~~September 30, 2020.~~March 31, 2021. At ~~September 30, 2021,~~March 31, 2022, wholesale funds totaled ~~$2.1~~$1.9 billion, ~~an increase~~a decrease of ~~$223.8~~$64.5 million, or ~~12%~~3%, from ~~June 30,~~December 31, 2021 and a decrease of ~~$387.2~~$250.9 million, or ~~16%~~12%, from ~~September 30, 2020.~~March 31, 2021. The quarter over quarter ~~increase~~decline was primarily due to ~~increased~~decreased repurchase ~~agreements.~~agreements and brokered deposits. The year over year decrease was largely attributable to ~~decreases in short-term borrowings, brokered deposits and~~ the redemption of $150 million of our 5.95% subordinated ~~notes.~~notes during the second quarter of

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2021, as well as decreased brokered deposits, repurchase agreements, and other short term borrowings. The Company has established an internal target for wholesale funds to be less than 25% of core deposits.

Another key measure used to monitor our 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 for each dollar of deposits on hand. Our average loan-to-deposit ratio for the ~~third~~first quarter of ~~2021~~2022 was ~~71.62%~~70.34%, compared to ~~73.18%~~69.81% for the ~~second~~fourth quarter of 2021 and ~~83.72%~~77.28% for the ~~third~~first quarter of ~~2020.~~2021. Management has an established target range for the loan-to-deposit ratio of 87% to 89%, but will operate outside that range under certain ~~circumstances. The average loan to deposit ratio began to decline during~~circumstances, such as those caused by the ~~second quarter~~continuing impact of ~~2020, as pandemic-related economic stimulus and funding of PPP loans began to increase deposits, coupled with core loan contraction.~~the pandemic. Average loans outstanding for the ~~third~~first quarter of ~~2021,~~2022, the ~~second~~fourth quarter of 2021, and the ~~third~~first quarter in ~~2020,~~2021, included approximately ~~$1.2~~$0.4 billion, ~~$2.0~~$0.7 billion, and ~~$2.3~~$2.2 billion, respectively, of low-risk SBA guaranteed PPP loans that are ~~expected to be largely~~primarily repaid through the forgiveness process, which is expected to be substantially complete by ~~mid-year~~end of the second quarter of 2022.

Cash generated from operations is another important source of funds to meet liquidity needs. The consolidated statements of cash flows included in Part I. Item 1 of this document present operating cash flows and summarize all significant sources and uses of funds during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~ 2021.

Dividends received from the Bank have been the primary source of funds available to the Parent for the payment of dividends to our stockholders and for servicing its debt. The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends the Bank can distribute to the Parent. The Parent targets cash and other liquid assets to provide liquidity in an amount sufficient to fund approximately four quarters of ongoing cash or liquid asset needs, consisting primarily of common stockholder dividends, debt service requirements, and any expected share repurchase or early extinguishment of debt. The Parent may operate below the target level on a temporary basis if a return to the target can be achieved in the near-term, generally not to exceed four quarters. The Parent had cash and liquid assets of $89.0 million at March 31, 2022.

During the ~~third~~first quarter of ~~2021,~~2022, we repurchased ~~56,349~~350,000 shares of our common stock at an average cost of ~~$44.52~~$52.82 per share, inclusive of commissions, under a Board authorization to repurchase up to 4,338,000 shares of the company’s common stock, set to expire December 31, 2022. To-date, the Company has repurchased 799,876 shares under this plan at a total cost of $40.3 million.

On June 9, 2020, the Parent completed the issuance of subordinated notes payable with an aggregate principal amount of $172.5 million, providing additional liquidity that can be used by the Parent or to provide capital to the Bank, if deemed appropriate. On June 15, 2021, the Parent ~~redeemed~~utilized excess liquidity to redeem all of its issued and outstanding 5.95% ~~Subordinated Notes~~subordinated notes due ~~2045~~ with an aggregate principal amount of $150 million.

~~CAPITAL RESOURCES~~

Capital Resources

Stockholders’ equity totaled ~~$3.6~~$3.5 billion at ~~September 30, 2021, up $66.9~~March 31, 2022, down $219.4 million from ~~June 30,~~December 31, 2021 and ~~$254.1~~up $34.0 million from ~~September 30, 2020.~~March 31, 2021. The ~~increase~~decrease from ~~June 30,~~December 31, 2021 is primarily attributable to ~~$129.6~~a $305.3 million decrease in accumulated other comprehensive income, largely due to fair value adjustments on securities available for sale and cash flow hedges, $23.9 million of dividends, and the repurchase of $18.5 million of common stock. These factors were partially offset by $123.5 million in net income and ~~$6.5~~$4.9 million of long-term incentive plan and dividend reinvestment activity. The increase from March 31, 2021 is attributable to $479.5 million of net income and $18.4 million of long term incentive plan and dividend reinvestment activity, partially offset by a $42.7 million decrease in accumulated other comprehensive income, largely attributable to the fair value adjustments on the available for sale securities portfolio and cash flow hedges, $24.0 million of dividends and the repurchase of $2.5 million of common stock. The increase from September 30, 2020 is attributable to $429.0 million of net income and $17.1 million of long term incentive and dividend reinvestment activity, partially

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~~offset by a~~ decline of ~~$98.7~~$327.8 million of accumulated other comprehensive income, largely attributable to fair value adjustments on the available for sale securities portfolio, and, to a lesser degree, cash flow hedges, ~~the re-measurement of the pension liability, $96.0~~and $95.8 million of dividends and the repurchase of ~~$2.5~~$40.3 million of common stock.

The tangible common equity (TCE) ratio was ~~7.85%~~7.15% at ~~September 30, 2021,~~March 31, 2022, compared to ~~7.70%~~7.71% at ~~June 30,~~December 31, 2021 and ~~7.53%~~7.26% at ~~September 30, 2020.~~ March 31, 2021. The ~~linked-quarter increase is primarily~~decreases from both comparative periods are largely attributable to ~~tangible earnings,~~other comprehensive loss that resulted from fair value adjustments to the available for sale securities portfolio, as well as to dividends and common stock repurchases. These factors were partially offset by ~~other comprehensive loss~~net income and ~~dividends.~~long-term incentive plan and dividend reinvestment activity. The ~~year over year increase is largely~~ ~~attributable~~ratio as compared to ~~tangible earnings, partially offset~~December 31, 2021 was influenced by tangible asset ~~growth, dividends, and other comprehensive loss.~~contraction, primarily in short-term investments. The ratio as compared to March 31, 2021 was influenced by growth in tangible assets ~~is principally attributable to low-risk~~that resulted from deployment of excess liquidity ~~carried in~~into short-term investments and investment ~~with the Federal Reserve and SBA guaranteed PPP loans. The impact of additional assets from PPP loans reduced the TCE ratio by 22 bps at September 30, 2021 and 33 bps at June 30, 2021.~~securities.

The regulatory capital ratios of the Company and the Bank at ~~September 30, 2021~~March 31, 2022 remained well in excess of current regulatory minimum requirements, including capital conservation buffers, by at least ~~$503~~$486 million. The Company and the Bank have been categorized as “well-capitalized” in the most recent notices received from our regulators. Refer to the Supervision and Regulation section in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for further discussion of our capital requirements.

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The following table shows the regulatory capital ratios for the Company and the Bank as calculated under current rules for the indicated periods. The capital ratios reflect the election to use the CECL five-year transition rule that allowed for the option to delay for two years the estimated impact of CECL on regulatory capital (0% in 2020 and 2021), followed by a three-year transition (25% in 2022, 50% in 2023, 75% in 2024, and 100% thereafter). ~~In addition, the~~The two-year delay ~~also~~ includes the full impact of January 1, 2020 cumulative effect impact plus an estimated impact of CECL calculated quarterly as 25% of the current ACL over the January 1, 2020 balance (modified transition amount). The modified transition amount ~~will be~~was recalculated each quarter in 2020 and 2021, with the December 31, 2021 impact of $24.9 million plus day one impact of $44.1 million (net of tax) carrying through the remaining ~~three-year transition.~~three years of the transition, as adjusted by the applicable transition percentage.


	Well-			September 30,			June 30,			March 31,			December 31,			September 30,			Well-			March 31,			December 31,			September 30,			June 30,			March 31,
	Capitalized			2021			2021			2021			2020			2020			Capitalized			2022			2021			2021			2021			2021
Total capital (to risk weighted assets)
Hancock Whitney Corporation		10.00	%		13.06	%		12.94	%		13.60	%		13.22	%		12.92	%		10.00	%		12.82	%		12.84	%		13.06	%		12.94	%		13.60	%
Hancock Whitney Bank		10.00	%		12.51	%		12.45	%		12.52	%		12.19	%		11.78	%		10.00	%		12.33	%		12.33	%		12.51	%		12.45	%		12.52	%
Tier 1 common equity capital (to risk weighted assets)
Hancock Whitney Corporation		6.50	%		11.17	%		10.98	%		11.00	%		10.61	%		10.30	%		6.50	%		11.12	%		11.09	%		11.17	%		10.98	%		11.00	%
Hancock Whitney Bank		6.50	%		11.30	%		11.20	%		11.26	%		10.94	%		10.53	%		6.50	%		11.27	%		11.24	%		11.30	%		11.20	%		11.26	%
Tier 1 capital (to risk weighted assets)
Hancock Whitney Corporation		8.00	%		11.17	%		10.98	%		11.00	%		10.61	%		10.30	%		8.00	%		11.12	%		11.09	%		11.17	%		10.98	%		11.00	%
Hancock Whitney Bank		8.00	%		11.30	%		11.20	%		11.26	%		10.94	%		10.53	%		8.00	%		11.27	%		11.24	%		11.30	%		11.20	%		11.26	%
Tier 1 leverage capital
Hancock Whitney Corporation		5.00	%		8.15	%		7.83	%		7.89	%		7.88	%		7.70	%		5.00	%		8.38	%		8.25	%		8.15	%		7.83	%		7.89	%
Hancock Whitney Bank		5.00	%		8.25	%		7.98	%		8.08	%		8.11	%		7.86	%		5.00	%		8.49	%		8.36	%		8.25	%		7.98	%		8.08	%

Hancock Whitney Corporation total capital to risk weighted assets ratios ~~at September 30, 2021 and June 30,~~after March 31, 2021 reflect the impact of the June 15, 2021 redemption of $150 million of subordinated notes of the Parent that qualified as tier 2 capital in the calculation of certain regulatory capital ratios, reducing total capital to risk weighted assets ratio by approximately 60 bps. Our regulatory ratios also reflect the impact of PPP loans, which are guaranteed by the SBA and, when meeting certain criteria, are subject to forgiveness to the debtor by the SBA. These loans carry a 0% risk-weighting in the tier 1 and total capital regulatory ratios due to the full guarantee by the SBA. However, these loans are reflected in average assets used to compute tier 1 leverage. PPP loans totaled $335 million, $531 million and $2.3 billion as of March 31, 2022, December 31, 2021 and March 31, 2021, respectively.

On April 22, 2021, our board of directors authorized the repurchase of up to 4,338,000 shares of the Company’s common stock (approximately 5% of the shares of common stock outstanding as of March 31, 2021). The authorization is currently set to expire on December 31, 2022. The shares may be repurchased in the open market, by block purchase, through accelerated share repurchase plans, in privately negotiated transactions or otherwise, in one or more transactions, from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The repurchase authorization may be terminated or amended by the Board at any time prior to the expiration date. During the ~~third~~first quarter of ~~2021, 56,349~~2022, 350,000 shares were repurchased under this program at an average cost of ~~$44.52~~$52.82 per share, inclusive of commissions. To date, 799,876 shares with an average cost of $50.36 have been repurchased under this program.

On ~~July 30, 2021,~~January 27, 2022, our board of directors declared a regular ~~third~~first quarter cash dividend of $0.27 per share, consistent with the prior quarter. The Company has paid uninterrupted dividends to its shareholders since 1967.

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BALANCE SHEET ANALYSIS

Short-Term Investments

Short-term assets are held to ensure funds are available to meet the cash flow needs of both borrowers and depositors. Short-term investments, including interest-bearing bank deposits and federal funds sold, were $3.1 billion at ~~September 30, 2021, up $0.9~~March 31, 2022, down $0.7 billion from ~~June 30,~~December 31, 2021 and up ~~$2.3~~$0.8 billion from ~~September 30, 2020.~~March 31, 2021. Average short-term investments of ~~$2.7~~$3.3 billion for the ~~third~~first quarter of ~~2021~~2022 were ~~up $0.2~~down $0.4 billion compared to the ~~second~~fourth quarter of 2021, and up ~~$2.2~~$1.6 billion compared to the ~~third~~first quarter of ~~2020.~~2021. Typically, these balances will change on a daily basis depending upon movement in customer loan and deposit accounts. However,

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excess liquidity that has stemmed from pandemic related conditions (refer to ~~discussions~~the discussion of Liquidity above) continues to drive ~~the~~an elevated balance of short-terms investments, largely held at the Federal Reserve.

Securities

Investment in securities totaled ~~$8.3~~$8.5 billion at ~~September 30, 2021,~~March 31, 2022, down ~~$324.5~~$71.4 million, or 4%1%, from ~~June 30,~~December 31, 2021, and up ~~$1.3 billion,~~$475.1 million, or ~~18%~~6%, from ~~September 30, 2020.~~March 31, 2021. The decrease from ~~June 30,~~December 31, 2021 was the result of ~~maturities and paydowns as there were no securities purchased during the quarter.~~a negative market valuation adjustment of $389.2 million, partially offset by net purchases of $317.8 million. The increase from ~~September 30, 2020~~March 31, 2021 reflects net purchases of $882.9 million, partially offset by a negative valuation adjustment of $407.8 million. The net purchases from the prior quarter and the same quarter last year reflect investment of a portion of excess cash from federal funds into higher-yielding securities. Our securities portfolio includes securities categorized as available for sale and held to maturity. At ~~September 30, 2021,~~March 31, 2022, securities available for sale totaled ~~$7.0~~$6.0 billion and securities held to maturity totaled ~~$1.3~~$2.5 billion. As a result of excess liquidity, and to provide some protection from the impact of future interest rate changes upon accumulated other comprehensive income, we reclassified securities available for sale with an aggregate fair value of $561.8 million to the securities held to maturity portfolio during the first quarter of 2022. The purpose of the securities portfolio is to increase profitability, mitigate interest rate risk, provide liquidity and comply with regulatory pledging ~~requirements~~.requirements. Available for sale securities are carried at fair value and may be sold prior to maturity. Unrealized gains or losses on available for sale securities, net of deferred taxes, are recorded as accumulated other comprehensive income in stockholders’ equity.

Our securities portfolio consists mainly of residential and commercial mortgage-backed securities and collateralized mortgage obligations that are issued or guaranteed by U.S. government agencies. We invest only in high quality investment grade securities with a targeted portfolio effective duration generally between two and five and a half years. At ~~September 30, 2021,~~March 31, 2022, the average expected maturity of the portfolio was ~~5.81 years~~ 5.86 years with an effective duration of ~~4.41~~4.47 years and a nominal weighted-average yield of ~~1.89%~~ 1.93%. Under an immediate, parallel rate shock of 100 bps and 200 bps, the effective ~~duration~~durations would be ~~4.72~~4.60 years ~~and 4.80 years, respectively.~~in both scenarios. At ~~June 30,~~December 31, 2021, the average expected maturity of the portfolio was ~~5.91~~5.80 years with an effective duration of ~~4.58~~4.25 years and a nominal weighted-average yield of ~~1.89%~~1.87%. The average maturity of the portfolio at ~~September 30, 2020~~March 31, 2021 was ~~5.54~~5.93 years, with an effective duration of ~~4.00~~4.76 years and a nominal weighted-average yield of ~~2.20%~~1.95%. The changes in expected maturity, effective duration, and nominal weighted-average yield compared to ~~June 30,~~both December 31, 2021 and March 31, 2021 was the result of reinvestment of maturities and ~~paydowns;~~paydowns and ~~compared to September 30, 2020, is primarily related to securities portfolio~~ growth ~~and~~from the ~~reinvestment~~investment of ~~the securities portfolio maturities and paydowns.~~excess liquidity. At ~~September 30, 2021,~~March 31, 2022, approximately ~~$1.8~~$1.9 billion of our available for sale securities are hedged with ~~$1.6~~$1.7 billion in fair value hedges in order to provide protection and flexibility to reposition and/or reprice the portfolio in a rising interest rate environment, effectively reducing the duration (market price risk) on the hedged securities. Our strategy in the near term will be to invest in the securities portfolio as rates rise and monitor our hedge positions to adjust interest rate sensitivity.

At the end of each reporting period, we evaluate the securities portfolio for credit loss. Based on our assessments, expected credit loss was negligible for all periods in ~~2021~~2022 and ~~2020,~~2021, and therefore no allowance for credit loss was recorded.

Loans

Total loans at ~~September 30, 2021~~March 31, 2022 were ~~$20.9~~$21.3 billion, ~~down $263~~up $189.1 million, or 1%, from ~~June 30,~~December 31, 2021, and down ~~$1.4~~$341.5 billion, or 6%2%, from ~~September 30, 2020.~~March 31, 2021. The linked-quarter ~~decline~~increase was primarily attributable to ~~a $482~~growth of $385.3 million ~~decrease in PPP loans, partially offset by net growth~~ in core loans, ~~of $219.7 million,~~ as demand for traditional loan products increased, ~~across most~~driven by our east and west regions and equipment finance specialty line, partially offset by a decrease of $196.2 million in ~~specialty lines.~~PPP loans. The decline compared to ~~September 30, 2020~~March 31, 2021 is due to a net decrease in PPP loans of ~~$1.4~~$2.0 billion, ~~residential mortgage loans of $403 million, and consumer loans of $323 million,~~ partially offset by ~~moderate~~ growth of $1.7 billion in ~~most other portfolios.~~

core loans.~~Table of Contents~~

The following table shows the composition of our loan portfolio at each date indicated:


	September 30,		June 30,		March 31,		December 31,		September 30,		March 31,		December 31,		September 30,		June 30,		March 31,
(in thousands)	2021		2021		2021		2020		2020		2022		2021		2021		2021		2021
Total loans:
Commercial non-real estate	$	9,416,990	$	9,532,710	$	10,091,342	$	9,986,983	$	10,257,788	$	9,584,480	$	9,612,460	$	9,416,990	$	9,532,710	$	10,091,342
Commercial real estate - owner occupied		2,812,926		2,809,868		2,795,104		2,857,445		2,779,407		2,868,233		2,821,246		2,812,926		2,809,868		2,795,104
Total commercial and industrial		12,229,916		12,342,578		12,886,446		12,844,428		13,037,195		12,452,713		12,433,706		12,229,916		12,342,578		12,886,446
Commercial real estate - income producing		3,467,939		3,419,028		3,411,028		3,357,939		3,406,554		3,563,299		3,464,626		3,467,939		3,419,028		3,411,028
Construction and land development		1,213,991		1,295,036		1,122,141		1,065,057		1,096,149		1,286,655		1,228,670		1,213,991		1,295,036		1,122,141
Residential mortgages		2,351,053		2,412,459		2,488,792		2,665,212		2,754,388		2,462,900		2,423,890		2,351,053		2,412,459		2,488,792
Consumer		1,623,116		1,679,429		1,756,452		1,857,295		1,945,918		1,557,774		1,583,390		1,623,116		1,679,429		1,756,452
Total loans	$	20,886,015	$	21,148,530	$	21,664,859	$	21,789,931	$	22,240,204	$	21,323,341	$	21,134,282	$	20,886,015	$	21,148,530	$	21,664,859

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Commercial and industrial (“C&I”) loans, including both non-real estate and owner occupied real estate secured loans, totaled approximately ~~$12.2~~$12.5 billion, or ~~59%~~58% of the total loan portfolio, at ~~September 30, 2021, a decrease~~March 31, 2022, an increase of ~~$113~~$19 million, or less than 1%, from ~~June 30,~~December 31, 2021, and a decrease of ~~$807~~$434 million, or 6%3%, from ~~September 30, 2020.~~March 31, 2021. The linked-quarter ~~decrease~~increase is primarily attributable to ~~the~~growth of $215 million, or 2%, in core loans, partially offset by a $196 million reduction in PPP loans, ~~of $482 million,~~ due to repayment primarily through the SBA’s forgiveness ~~program, partially offset by growth in the core portfolio.~~program. Core loan growth ~~linked quarter~~ reflects increased production in ~~the western and central regions~~our commercial portfolio and in our equipment finance ~~and health care specialty portfolios,~~portfolio, as well as ~~fewer than expected payoffs and~~ an increase in the line utilization rate. The year over year decrease is attributable to a ~~$1.4~~$2.0 billion net reduction in PPP ~~loans.~~loans, partially offset by $1.6 billion of core loan growth. PPP loans included in C&I portfolio totaled ~~$935~~$335 million at ~~September 30, 2021, $1.4 billion~~March 31, 2022, $531 million at ~~June 30,~~December 31, 2021, and $2.3 billion at ~~September 30, 2020.~~March 31, 2021.

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 ~~September 30, 2021~~March 31, 2022 totaled approximately ~~$1.8~~$2.2 billion, or 9%10% of total loans, an increase of ~~$182~~$64 million from ~~June 30,~~December 31, 2021 and ~~$185~~$554 million from ~~September 30, 2020.~~March 31, 2021. At ~~September 30, 2021,~~March 31, 2022, approximately ~~$383~~$375 million of our shared national credits were with healthcare-related customers, with the remaining portfolio in commercial real estate and other diverse industries.

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Our loan portfolio is well diversified by product, client, and geography throughout our footprint. Nevertheless, we may be exposed to certain concentrations of credit risk which exist in relation to different borrowers or groups of borrowers, specific types of collateral, industries, loan products, or regions. The following table provides detail of the more significant industry concentrations for our commercial and industrial loan portfolio, which is based on NAICS codes for all industries, with the exceptions of energy, which is based on the borrower’s source of revenue (i.e. a manufacturer whose income is derived from energy-related business is reported as energy), and PPP loans, as those are expected to be 100% SBA guaranteed and therefore have limited credit risk.


	September 30,					June 30,					March 31,					December 31,					September 30,					March 31,					December 31,					September 30,					June 30,					March 31,
	2021					2021					2021					2020					2020					2022					2021					2021					2021					2021
			Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of
( $ in thousands )	Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total
Commercial & industrial loans:
Real estate and rental and leasing	$	1,298,560		11	%	$	1,250,737		10	%	$	1,234,521		10	%	$	1,260,084		10	%	$	1,273,360		10	%	$	1,363,548		11	%	$	1,311,241		11	%	$	1,298,560		11	%	$	1,250,737		10	%	$	1,234,521		10	%
Health care and social assistance		1,219,769		10	%		1,086,845		9	%		1,140,616		9	%		1,152,713		9	%		1,135,986		9	%		1,182,345		10	%		1,284,578		10	%		1,219,769		10	%		1,086,845		9	%		1,140,616		9	%
Retail trade		1,069,225		9	%		1,051,317		9	%		1,033,822		8	%		1,084,810		8	%		1,035,295		8	%		1,104,686		9	%		1,086,204		9	%		1,069,225		9	%		1,051,317		9	%		1,033,822		8	%
Construction																											1,027,469		8	%		923,040		7	%		861,075		7	%		753,049		6	%		648,379		5	%
Manufacturing		928,041		8	%		946,266		8	%		928,993		7	%		929,737		7	%		934,582		7	%		984,699		8	%		919,830		7	%		928,041		8	%		946,266		8	%		928,993		7	%
Construction		861,075		7	%		753,049		6	%		648,379		5	%		688,676		5	%		631,239		5	%
Finance and insurance																											911,910		7	%		896,105		7	%		796,980		7	%		772,464		6	%		680,368		5	%
Wholesale trade		808,252		7	%		751,689		6	%		707,541		5	%		708,640		6	%		664,648		5	%		856,534		7	%		823,295		7	%		808,252		7	%		751,689		6	%		707,541		5	%
Finance and insurance		796,980		7	%		772,464		6	%		680,368		5	%		690,354		5	%		655,468		5	%
Transportation and warehousing		785,367		6	%		769,145		6	%		789,573		6	%		800,034		6	%		825,113		6	%		771,865		6	%		780,934		6	%		785,367		6	%		769,145		6	%		789,573		6	%
Professional, scientific, and technical services																											662,559		5	%		621,739		5	%		521,965		4	%		503,425		4	%		486,970		4	%
Accommodation, food services and entertainment																											644,919		5	%		595,698		5	%		604,550		5	%		605,728		5	%		625,352		5	%
Public administration		625,979		5	%		638,921		5	%		629,571		5	%		650,595		5	%		696,160		5	%		588,755		5	%		596,301		5	%		625,979		5	%		638,921		5	%		629,571		5	%
Accommodation, food services and entertainment		604,550		5	%		605,728		5	%		625,352		5	%		633,869		5	%		632,582		5	%
Professional, scientific, and technical services		521,965		4	%		503,425		4	%		486,970		4	%		500,219		4	%		481,296		4	%
Other services (except public administration)		421,884		3	%		420,321		4	%		433,848		3	%		436,665		3	%		433,718		3	%		401,243		3	%		424,090		4	%		421,884		3	%		420,321		4	%		433,848		3	%
Energy		264,791		2	%		274,641		2	%		284,435		2	%		305,867		2	%		335,677		3	%		249,235		2	%		266,235		2	%		264,791		2	%		274,641		2	%		284,435		2	%
Educational services		251,383		2	%		260,366		2	%		268,305		2	%		270,980		2	%		309,664		2	%		274,848		2	%		255,127		2	%		251,383		2	%		260,366		2	%		268,305		2	%
Other		836,765		6	%		840,141		7	%		648,547		5	%		725,948		6	%		668,716		5	%		1,093,270		9	%		1,118,230		9	%		836,765		6	%		840,141		7	%		648,547		5	%
Total commercial & industrial loans		11,294,586		92	%		10,925,055		89	%		10,540,841		82	%		10,839,191		84	%		10,713,504		82	%		12,117,885		97	%		11,902,647		96	%		11,294,586		92	%		10,925,055		89	%		10,540,841		82	%
PPP loans		935,330		8	%		1,417,523		11	%		2,345,605		18	%		2,005,237		16	%		2,323,691		18	%		334,828		3	%		531,059		4	%		935,330		8	%		1,417,523		11	%		2,345,605		18	%
Total commercial & industrial loans	$	12,229,916		100	%	$	12,342,578		100	%	$	12,886,446		100	%	$	12,844,428		100	%	$	13,037,195		100	%	$	12,452,713		100	%	$	12,433,706		100	%	$	12,229,916		100	%	$	12,342,578		100	%	$	12,886,446		100	%

Commercial real estate – income producing loans totaled approximately ~~$3.5~~$3.6 billion at ~~September 30, 2021,~~March 31, 2022, an increase of ~~$49~~$99 million, or 1%3%, from ~~June 30,~~December 31, 2021 and ~~$61~~$152 million, or 2%4%, from ~~September 30, 2020.~~March 31, 2021. Construction and land development loans, totaling approximately ~~$1.2~~$1.3 billion at ~~September 30, 2021, decreased $81~~March 31, 2022, increased $58 million, or 6%5%, from ~~June 30,~~December 31, 2021 and increased ~~$118~~$165 million, or ~~11%~~15%, from ~~September 30, 2020.~~March 31, 2021. The following table details the end-of-period aggregated commercial real estate – income producing and

Table of Contents

construction loan balances by property type. Loans reflected in 1-4 family residential construction include both loans to construction builders as well as single family borrowers.


	September 30,					June 30,					March 31,					December 31,					September 30,					March 31,					December 31,					September 30,					June 30,					March 31,
	2021					2021					2021					2020					2020					2022					2021					2021					2021					2021
			Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of					Pct of
( $ in thousands )	Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total			Balance		Total
Commercial real estate - income producing and construction loans:
Healthcare related properties																										$	815,090		17	%	$	766,338		16	%	$	677,137		15	%	$	676,587		14	%		614,510		14	%
Retail	$	756,619		16	%	$	781,143		16	%	$	742,649		16	%	$	746,520		17	%	$	744,994		17	%		793,126		17	%		777,594		17	%		756,619		16	%		781,143		16	%		742,649		16	%
Multifamily		696,924		15	%		688,900		15	%		648,097		14	%		630,392		14	%		625,992		14	%		695,090		14	%		647,300		14	%		696,924		15	%		688,900		15	%		648,097		14	%
Healthcare related properties		677,137		15	%		676,587		14	%		614,510		14	%		557,473		13	%		559,196		12	%
Industrial		577,988		12	%		569,123		12	%		544,755		12	%		540,198		12	%		530,450		12	%		568,886		12	%		561,022		12	%		577,988		12	%		569,123		12	%		544,755		12	%
Hotel/motel and restaurants		504,536		11	%		501,434		11	%		519,736		12	%		527,393		12	%		524,275		12	%
Office		487,510		10	%		501,885		11	%		506,661		11	%		527,576		12	%		504,168		11	%		554,005		11	%		501,771		11	%		487,510		10	%		501,885		11	%		506,661		11	%
1-4 family residential construction		441,925		9	%		426,745		9	%		426,124		9	%		393,568		9	%		464,347		10	%		516,580		11	%		469,690		10	%		441,925		9	%		426,745		9	%		426,124		9	%
Hotel/motel and restaurants																											441,285		9	%		437,241		9	%		504,536		11	%		501,434		11	%		519,736		12	%
Other land loans		291,415		7	%		318,136		7	%		283,833		6	%		273,285		6	%		273,915		6	%		214,446		4	%		257,594		5	%		291,415		7	%		318,136		7	%		283,833		6	%
Other		247,876		5	%		250,111		5	%		246,804		6	%		226,591		5	%		275,366		6	%		251,446		5	%		274,746		6	%		247,876		5	%		250,111		5	%		246,804		6	%
Total commercial real estate - income producing and construction loans	$	4,681,930		100	%	$	4,714,064		100	%	$	4,533,169		100	%	$	4,422,996		100	%	$	4,502,703		100	%	$	4,849,954		100	%	$	4,693,296		100	%	$	4,681,930		100	%	$	4,714,064		100	%		4,533,169		100	%

Our residential mortgages loan portfolio totaled ~~$2.4~~$2.5 billion at ~~September 30, 2021, down $61~~March 31, 2022, up $39 million, or 3%2%, from ~~June 30,~~December 31, 2021 and down ~~$403~~$26 million, or ~~15%~~1%, from ~~September 30, 2020.~~March 31, 2021. The ~~low~~increase in residential mortgage loans from the prior quarter was due to a lower level of originated loans sold in the secondary market, down to 27% from 35% in the quarter ending December 31, 2021, partially offset by a 2% decline in production. The decrease from the same quarter last year was due to continued refinance activity due to the interest rate environment ~~has~~which led to ~~increased~~ demand for longer term, fixed rate mortgages, which we typically originate for sale in the secondary market, and, as such, we have experienced a decline in our residential mortgage portfolio. The consumer loan portfolio totaled $1.6 billion at ~~September 30, 2021,~~March 31, 2022, down ~~$56~~$26 million, or 3%2%, from ~~June 30,~~December 31, 2021, and down ~~$323~~$199 million, or ~~17%~~11%, from ~~September 30, 2020.~~March 31, 2021. The decline in the consumer loan portfolio is due in part to the exit of indirect automobile lending, and decreased loan demand.

~~Table of Contents~~

The markets that we serve have been negatively impacted by the economic and social conditions caused by the pandemic. We are continuing to monitor portions of three principle sectors that are of particular focus where we expect there may be a greater effect and a more challenging recovery. We are closely monitoring our concentrations in these industries and others with active and frequent borrower dialogue, payment deferral, and other accommodations and financial support, where warranted. While these industries and others have been significantly impacted by the pandemic, the long-term impacts remain unknown and are dependent on several factors, including the length of time until full recovery and the effectiveness of government stimulus plans to bridge our customers to the end.

The table below summarizes our funded commercial loan exposure to sectors currently identified as pandemic-related sectors under focus at September 30, 2021, and the relative concentration to the total loan portfolio, excluding low-risk SBA guaranteed PPP loans. Loans within our sectors under focus total approximately 17% of total loans outstanding, excluding PPP loans, and comprise 24% of our commercial criticized loans and 37% of our commercial pass-watch rated loans at September 30, 2021. Approximately $232 million of these loans have active structured solutions, defined as a longer-term contractual payment modification of the original loan agreement. Across all portfolios, our active structured solutions totaled $260 million at September 30, 2021.

( $ in thousands )

Balance

Percentage of Total Loans *

Pandemic-related sectors under focus *

Healthcare and social assistance

Assisted living (investor CRE)

$
408,547

2.0
%
Assisted living (non- investor CRE)

193,936

1.0
%
Total healthcare and social assistance

602,483

3.0
%
Hospitality

Hotel

505,379

2.5
%
Restaurants full service, casual dining and bars

298,771

1.5
%
Entertainment

135,987

0.7
%
Total hospitality

940,137

4.7
%
Retail trade

Retail CRE

683,568

3.4
%
Retail goods and services

1,130,891

5.7
%
Total retail trade

1,814,459

9.1
%
Total pandemic-related sectors under focus

$
3,357,079

16.8
%

* ~~Excludes PPP loans~~

Management expects core loan growth (excluding PPP loans) of ~~$400~~6% to ~~$500 million in~~8% for the ~~fourth quarter of 2021, ending the~~full year ~~at approximately $20.4 billion.~~2022, with quarterly results reflecting normal seasonality. We expect ~~most~~the majority of ~~the remaining~~our PPP loans to be forgiven by ~~mid-year 2022, with a forecasted December 31, 2021 balance~~the end of ~~approximately $400 to $500 million.~~the second quarter of 2022.

Allowance for Credit Losses and Asset Quality

The Company's allowance for credit losses was ~~$400.5~~$348.6 million at ~~September 30, 2021,~~March 31, 2022, compared to ~~$429.2~~$371.4 million at ~~June 30,~~December 31, 2021 and ~~$480.2~~$456.9 million at ~~September 30, 2020.~~March 31, 2021.

The ~~$28.8~~$22.8 million decrease in the ~~September 30, 2021~~March 31, 2022 allowance for credit losses is primarily attributable to lower collectively evaluated reserves driven by ~~an improved~~the economic forecast and improving asset quality, and lower individually evaluated reserves (generally used for nonperforming and troubled debt restructured loans) due largely to customer payment activity. The ~~Company probability-weighted two Moody’s macroeconomic scenarios in~~slower near-term growth S-2 scenario (anchored on the ~~calculation of our collectively evaluated allowance for credit losses. The baseline scenario~~baseline) was weighted most heavily at 60% and ~~downside scenario S-2 (slower near-term growth) were each weighted 50%, compared to a weighting of 65% on~~ the baseline scenario was weighted 40% to incorporate reasonably possible alternative economic outcomes. Both economic scenarios utilized reflect continued recovery from the economic downturn in the first half of 2020; however, each scenario has varying degrees of severity and ~~35% on the downside scenario S-2~~duration of inflationary pressures and volatility in prior quarter. Both scenarios reflect a continued economic recovery, with the downside scenario including a longer duration recovery, and both scenarios had improved economic conditions when compared to the prior quarter. commodities prices stemming from geopolitical unrest.

The baseline and S-2 scenarios are both reasonably likely outcomes, and, therefore were given equal probability weighting in our calculation. Uncertainty over some of the assumptions underlying the baseline forecast has increased since the second quarter due to the emergence of and resulting effects of the Delta variant and the disruption caused by Hurricane Ida, leading to a higher weighing of the slower growth scenario compared to June 30, 2021.

~~The September 2021~~March 2022 baseline forecast assumes that the Russian invasion of Ukraine will have a marginal impact on the U.S. economy and disruptions to commodity markets will be limited and temporary. The date for abatement of the pandemic, where total case growth is less than 0.05% per day, occurred in the first quarter of 2022 and the forecast assumes that COVID-19 ~~cases peaked in January 2021~~will be endemic and ~~new infections abate in November 2021. Any future surges in cases do not result in new widespread business closures. Additional legislation focused~~seasonal. Congress will pass a $600 billion Building a Better America plan by the third quarter of 2022, which will focus on ~~infrastructure, social benefits, and expanded~~clean-energy tax credits ~~is expected to pass in late 2021, which will boost gross domestic product growth, but the total dollar amount of fiscal stimulus has been scaled back compared to prior quarter. Compared~~and other climate change programs. Inflation moderates and returns to the ~~June 2021 baseline scenario, the~~

~~Table~~Federal Reserve’s target of ~~Contents~~

~~reduction in fiscal stimulus combined with the surge~~2% in the ~~Delta variant resulted in slower economic recovery in~~first half of next year and the ~~near term in~~Federal Reserve raises the ~~baseline forecast. However, September 2021 baseline reflects rapid growth in 2022 due to~~target range for the passage of additional stimulus, resolution of the global supply chain constraints, and labor supply shortages. Additional information on the September baseline forecast is provided in the “Economic Outlook” section offederal funds rate four times this ~~document.~~year, 25 basis points each time. The slower near-term growth S-2 forecast reflects a slower economic recovery than the baseline forecast, with ~~concerns about resistant strains leading to lower consumer spending~~the conflict between Russia and ~~slower reopening of businesses,~~Ukraine persisting longer than in the baseline, resulting in ~~higher unemployment rates~~further supply-chain disruption and volatility in commodities prices. Additionally, new cases, hospitalizations and deaths from COVID-19 begin to rise again, and as a result, a slower return to spending on air travel, retail and hotels than ~~the Baseline scenario.~~baseline. The S-2 scenario also ~~reflects infrastructure~~assumes less effective stimulus and ~~social benefits legislation smaller than that within~~a slower return to full employment. Additional information on the ~~baseline and more persistent global supply chain constraints and labor shortages, further impeding economic growth~~Moody’s forecast is provided in the ~~fourth quarter~~“Economic Outlook” section of ~~2021 and 2022.~~this document

The allowance release of ~~$28.8~~$22.8 million in the ~~third~~first quarter ~~2021~~2022 and the release of ~~$79.7~~$108.4 million when compared to ~~September 30, 2020~~March 31, 2021 are across most portfolios and reflect the continued improvement in the economic ~~forecast.~~conditions in our market and overall asset quality. Our allowance for credit loss coverage to total loans remains strong at ~~1.92%~~1.63% at ~~September 30, 2021,~~March 31, 2022, or ~~2.00%~~1.66% when excluding SBA

Table of Contents

guaranteed PPP loans, compared to ~~2.03%~~1.76% at ~~June 30,~~December 31, 2021, or ~~2.17%~~1.80% excluding PPP loans, and ~~2.16%~~2.11% at ~~September 30, 2020,~~March 31, 2021, or ~~2.40%~~2.35% excluding PPP loans. While our reserve coverage to total loans continues to decline, it remains elevated compared to normalized levels, ~~as our expectation of loss has not diminished substantially,~~ with borrower performance for select regions/industries not yet at pre-pandemic levels and uncertainty related to future payment performance as the impact of the federal stimulus tapers and modifications expire. The impact of the ~~Delta variant,~~COVID-19 variants, inflationary pressures, global supply chain issues, and labor supply shortages in our markets adds uncertainty to the overall outlook.

The allowance for credit losses on the commercial portfolio ~~excluding PPP loans,~~ decreased to ~~$334.3~~$291.5 million, or ~~2.09%~~1.68% of that portfolio, at ~~September 30, 2021~~March 31, 2022 compared to the ~~June 30,~~December 31, 2021 allowance of ~~$352.0~~$307.9 million, or ~~2.25%~~1.80%. The commercial portfolio includes concentrations of various pandemic-impacted industries including hospitality and tourism, which includes hotels, restaurants, and bars, certain healthcare services such as assisted living facilities, and certain types of retail outlets, as well as our remaining energy portfolio. The modest decrease in the commercial allowance is primarily due to improved economic conditions in our footprint and improved asset ~~quality.~~quality metrics, with several quarters of little to no net charge-offs. Our residential mortgage allowance for credit loss decreased to ~~$31.1~~$26.4 million, or ~~1.32%~~1.07% of that portfolio, at March 31, 2022, compared to $30.6 million, or 1.26%, at ~~September 30, 2021, compared to $36.5 million, or 1.51%, at June 30,~~December 31, 2021, due primarily to a favorable movement in forecasted variables for home prices. Our allowance for credit losses on the consumer portfolio was ~~$34.1~~$30.7 million, or ~~2.10%~~1.97%, at ~~September 30, 2021,~~March 31, 2022, compared to ~~$39.3~~$32.8 million, or ~~2.34%~~2.07%, at ~~June 30,~~December 31, 2021.

Criticized commercial loans totaled ~~$294~~$282.5 million at ~~September 30, 2021,~~March 31, 2022, down ~~11%~~2% from ~~$330~~$287.2 million at ~~June 30,~~December 31, 2021 and down ~~29%~~19% from ~~$412~~$347.8 million at ~~September 30, 2020.~~March 31, 2021. The reduction in commercial criticized loans reflects payoffs, paydowns, upgrades, and charge-offs exceeding new downgrades. Criticized commercial loans at September 30, 2021 include $69 million of loans in our sectors under focus, or those that we deem to be disproportionately impacted by the pandemic and $72 million in our energy portfolio. Criticized loans are defined as those having potential weaknesses that deserve management’s close attention (risk-rated as special mention, substandard and doubtful), including both accruing and nonaccruing loans. The Company routinely assesses the ratings of loans in its portfolio through an established and comprehensive portfolio management process. In addition, the Company often looks at portfolios of loans to determine if there are areas of risk not specifically identified in its loan by loan approach. In alignment with regulatory guidance, we have been working with our customers by providing various types of loan deferrals or other modifications to manage the effects of economic stress. Most shorter-term deferrals have expired; however, loans totaling approximately $260 million at September 30, 2021 have active structured solutions, or longer-term contractual payment modifications of the original loan agreement, down from $385 million at June 30, 2021. Our ability to predict future cash flow beyond the modification period is limited due to economic uncertainty, and further risk rating adjustments could be required.

Net charge-offs were ~~$1.8~~$0.3 million, or ~~0.03%~~0.01% of average total loans on an annualized basis in the ~~third~~first quarter of ~~2021,~~2022, virtually unchanged compared to ~~$10.5~~$0.7 million, or ~~0.20%~~0.01% of average total loans in the ~~second~~fourth quarter of 2021 and ~~$24.0~~down from $18.3 million, or ~~0.43%~~0.34% in the ~~third~~first quarter of ~~2020. Commercial~~2021. Our commercial portfolio had net ~~charge-offs totaled~~recoveries of $0.8 million and $0.5 million in the ~~third~~first quarter of ~~2021. This is down compared to~~2022 and the ~~second~~fourth quarter of 2021, respectively. The first quarter of 2021 commercial ~~charge-offs of $9.3 million. The third quarter of 2020 commercial~~ net charge-offs totaled ~~$23.2~~$16.2 million, consisting largely of charges related to ~~healthcare-dependent~~energy-dependent credits. Our residential mortgage portfolio reflected minimal net recoveries in the ~~third and second quarters~~first quarter of ~~2021~~2022 and the ~~third~~fourth and first quarter of ~~2020,~~2021, and consumer net charge-offs were ~~$1.7~~$1.2 million in the ~~third~~first quarter of ~~2021, up from $1.4 million in~~2022, virtually flat to the prior quarter and ~~$1.1~~down from $2.1 million in the ~~third~~first quarter of ~~2020.~~2021.

Table of Contents

The following table sets forth activity in the allowance for credit losses for the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in thousands)

2021

2021

2020

2021

2020

Provision and Allowance for Credit Losses

Allowance for loan losses:

Allowance for loan losses at beginning of period

$
399,668

$
424,360

$
442,638

$
450,177

$
191,251

Loans charged-off:

Commercial non real estate

3,437

11,420

24,557

32,369

364,123

Commercial real estate - owner-occupied

40

1,335

122

1,722

1,828

Total commercial & industrial

3,477

12,755

24,679

34,091

365,951

Commercial real estate - income producing

-

37

710

231

2,211

Construction and land development

11

8

2

267

7

Total commercial

3,488

12,800

25,391

34,589

368,169

Residential mortgages

11

98

29

218

170

Consumer

3,256

2,924

2,904

9,874

13,640

Total charge-offs

6,755

15,822

28,324

44,681

381,979

Recoveries of loans previously charged-off:

Commercial non real estate

2,392

2,288

1,532

6,579

4,831

Commercial real estate - owner-occupied

76

250

552

363

659

Total commercial & industrial

2,468

2,538

2,084

6,942

5,490

Commercial real estate - income producing

100

—

—

100

46

Construction and land development

384

1,005

98

1,548

549

Total commercial

2,952

3,543

2,182

8,590

6,085

Residential mortgages

496

231

317

933

1,078

Consumer

1,537

1,550

1,817

4,636

4,360

Total recoveries

4,985

5,324

4,316

14,159

11,523

Total net charge-offs

1,770

10,498

24,008

30,522

370,456

Provision for loan losses

(26,377
)

(14,194
)

30,044

(48,134
)

578,468

Cumulative effect of change in accounting principle (a)

—

—

—

—

49,411

Allowance for loan losses at end of period

$
371,521

$
399,668

$
448,674

$
371,521

$
448,674

Reserve for Unfunded Lending Commitments:

Reserve for Unfunded Lending Commitments at beginning of period

$
29,524

$
32,559

$
36,571

$
29,907

$
3,974

Cumulative effect of change in accounting principle (a)

—

—

—

—

27,330

Provision for losses on unfunded lending commitments

(578
)

(3,035
)

(5,045
)

(961
)

222

Reserve for unfunded lending commitments at end of period

$
28,946

$
29,524

$
31,526

$
28,946

$
31,526

Total Allowance for Credit Losses

$
400,467

$
429,192

$
480,200

$
400,467

$
480,200

Total Provision for Credit Losses

$
(26,955
)

$
(17,229
)

$
24,999

$
(49,095
)

$
578,690

Coverage Ratios:

Allowance for loan losses to period-end loans

1.78
%

1.89
%

2.02
%

1.78
%

2.02
%
Allowance for credit losses to period-end loans

1.92
%

2.03
%

2.16
%

1.92
%

2.16
%
Charge-offs ratios:

Gross charge-offs to average loans

0.13
%

0.30
%

0.50
%

0.28
%

2.30
%
Recoveries to average loans

0.09
%

0.10
%

0.08
%

0.09
%

0.07
%
Net charge-offs to average loans

0.03
%

0.20
%

0.43
%

0.19
%

2.23
%
Net Charge-offs to average loans by portfolio

Commercial non real estate

0.04
%

0.37
%

0.88
%

0.35
%

4.75
%
Commercial real estate - owner-occupied

(0.01
)%

0.16
%

(0.06
)%

0.06
%

0.06
%
Total commercial & industrial

0.03
%

0.32
%

0.69
%

0.29
%

3.75
%
Commercial real estate - income producing

(0.01
)%

0.00
%

0.08
%

0.01
%

0.09
%
Construction and land development

(0.12
)%

(0.35
)%

(0.03
)%

(0.15
)%

(0.06
)%
Total commercial

0.01
%

0.22
%

0.52
%

0.20
%

2.81
%
Residential mortgages

(0.08
)%

(0.02
)%

(0.04
)%

(0.04
)%

(0.04
)%
Consumer

0.41
%

0.32
%

0.22
%

0.41
%

0.60
%
For informational purposes - included above

Provision for credit loss associated with energy loan sale

$
—

$
—

$
—

$
—

$
160,101

Charge-offs associated with energy loan sale

$
—

$
—

$
—

$
—

$
242,628

~~(a)~~

~~Represents the increase in the allowance upon the January 1, 2020 adoption of ASC 326, commonly referred to as Current Expected Credit Losses, or CECL.~~


	Three Months Ended
	March 31,			December 31,			March 31,
(in thousands)	2022			2021			2021
Provision and Allowance for Credit Losses
Allowance for loan losses:
Allowance for loan losses at beginning of period	$	342,065		$	371,521		$	450,177
Loans charged-off:
Commercial non real estate		2,659			1,154			17,512
Commercial real estate - owner-occupied		—			1,457			347
Total commercial & industrial		2,659			2,611			17,859
Commercial real estate - income producing		4			194			194
Construction and land development		—			7			248
Total commercial		2,663			2,812			18,301
Residential mortgages		42			495			109
Consumer		2,680			2,848			3,694
Total charge-offs		5,385			6,155			22,104
Recoveries of loans previously charged-off:
Commercial non real estate		2,142			2,406			1,899
Commercial real estate - owner-occupied		389			279			37
Total commercial & industrial		2,531			2,685			1,936
Commercial real estate - income producing		878			5			—
Construction and land development		68			624			159
Total commercial		3,477			3,314			2,095
Residential mortgages		61			526			206
Consumer		1,528			1,646			1,549
Total recoveries		5,066			5,486			3,850
Total net charge-offs		319			669			18,254
Provision for loan losses		(23,903	)		(28,787	)		(7,563	)
Allowance for loan losses at end of period	$	317,843		$	342,065		$	424,360
Reserve for Unfunded Lending Commitments:
Reserve for unfunded lending commitments at beginning of period	$	29,334		$	28,946		$	29,907
Provision for losses on unfunded lending commitments		1,376			388			2,652
Reserve for unfunded lending commitments at end of period	$	30,710		$	29,334		$	32,559
Total Allowance for Credit Losses	$	348,553		$	371,399		$	456,919
Total Provision for Credit Losses	$	(22,527	)	$	(28,399	)	$	(4,911	)
Coverage Ratios:
Allowance for loan losses to period-end loans		1.49	%		1.62	%		1.96	%
Allowance for credit losses to period-end loans		1.63	%		1.76	%		2.11	%
Charge-offs ratios:
Gross charge-offs to average loans		0.10	%		0.12	%		0.41	%
Recoveries to average loans		0.10	%		0.10	%		0.07	%
Net charge-offs to average loans		0.01	%		0.01	%		0.34	%
Net Charge-offs to average loans by portfolio
Commercial non real estate		0.02	%		(0.05	)%		0.63	%
Commercial real estate - owner-occupied		(0.06	)%		0.17	%		0.04	%
Total commercial & industrial		0.00	%		0.00	%		0.50	%
Commercial real estate - income producing		(0.10	)%		0.02	%		0.02	%
Construction and land development		(0.02	)%		(0.20	)%		0.03	%
Total commercial		(0.02	)%		(0.01	)%		0.38	%
Residential mortgages		(0.00	)%		(0.01	)%		(0.02	)%
Consumer		0.30	%		0.30	%		0.48	%

Table of Contents

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,			September 30,			June 30,			March 31,
(in thousands)	2022			2021			2021			2021			2021
Loans accounted for on a nonaccrual basis:
Commercial non-real estate	$	4,065		$	4,058		$	7,167		$	16,029		$	24,108
Commercial non-real estate - restructured		1,247			2,915			2,781			3,095			3,542
Total commercial non-real estate		5,312			6,973			9,948			19,124			27,650
Commercial real estate - owner occupied		2,514			3,104			4,922			6,276			9,922
Commercial real estate - owner-occupied - restructured		235			1,817			1,798			1,839			1,882
Total commercial real estate - owner-occupied		2,749			4,921			6,720			8,115			11,804
Commercial real estate - income producing		1,880			5,377			4,167			4,975			4,729
Commercial real estate - income producing - restructured		76			81			82			86			89
Total commercial real estate - income producing		1,956			5,458			4,249			5,061			4,818
Construction and land development		578			837			1,230			2,004			1,680
Construction and land development - restructured		6			7			8			8			9
Total construction and land development		584			844			1,238			2,012			1,689
Residential mortgage		20,709			23,483			23,423			30,995			39,066
Residential mortgage - restructured		2,036			1,956			2,541			1,780			1,649
Total residential mortgage		22,745			25,439			25,964			32,775			40,715
Consumer		9,093			11,888			12,238			16,464			21,758
Consumer - restructured		—			—			—			—			—
Total consumer		9,093			11,888			12,238			16,464			21,758
Total nonaccrual loans	$	42,439		$	55,523		$	60,357		$	83,551		$	108,434
Restructured loans - still accruing:
Commercial non-real estate	$	494		$	515		$	480		$	526		$	2,337
Commercial real estate - owner occupied		—			—			—			—			—
Commercial real estate - income producing		—			—			—			—			341
Construction and land development		117			118			119			120			121
Residential mortgage		1,363			2,169			1,407			2,103			2,457
Consumer		929			986			1,065			1,081			1,064
Total restructured loans - still accruing		2,903			3,788			3,071			3,830			6,320
Total nonperforming loans		45,342			59,311			63,428			87,381			114,754
ORE and foreclosed assets		6,345			7,533			8,423			10,201			9,467
Total nonperforming assets (a)	$	51,687		$	66,844		$	71,851		$	97,582		$	124,221
Loans 90 days past due still accruing (b)	$	4,258		$	5,524		$	9,970		$	8,925		$	5,090
Total restructured loans	$	6,503		$	10,564		$	10,281		$	10,638		$	13,491
Ratios:
Nonaccrual loans to total loans		0.20	%		0.26	%		0.29	%		0.40	%		0.50	%
Nonperforming assets to loans plus ORE and foreclosed assets		0.24	%		0.32	%		0.34	%		0.46	%		0.57	%
Allowance for loan losses to nonaccrual loans and accruing loans 90 days past due		680.65	%		560.33	%		528.28	%		432.19	%		373.81	%
Allowance for loan losses to nonperforming loans and accruing loans 90 days past due		640.81	%		527.59	%		506.17	%		415.00	%		354.09	%
Loans 90 days past due still accruing to loans		0.02	%		0.03	%		0.05	%		0.04	%		0.02	%

September 30,

June 30,

March 31,

December 31,

September 30,

(in thousands)

2021

2021

2021

2020

2020

Loans accounted for on a nonaccrual basis:

Commercial non-real estate

$
7,167

$
16,029

$
24,108

$
34,200

$
41,401

Commercial non-real estate - restructured

2,781

3,095

3,542

18,636

36,783

Total commercial non-real estate

9,948

19,124

27,650

52,836

78,184

Commercial real estate - owner occupied

4,922

6,276

9,922

13,514

14,394

Commercial real estate - owner-occupied - restructured

1,798

1,839

1,882

342

289

Total commercial real estate - owner-occupied

6,720

8,115

11,804

13,856

14,683

Commercial real estate - income producing

4,167

4,975

4,729

6,650

6,932

Commercial real estate - income producing - restructured

82

86

89

93

96

Total commercial real estate - income producing

4,249

5,061

4,818

6,743

7,028

Construction and land development

1,230

2,004

1,680

2,475

3,192

Construction and land development - restructured

8

8

9

11

42

Total construction and land development

1,238

2,012

1,689

2,486

3,234

Residential mortgage

23,423

30,995

39,066

38,075

40,865

Residential mortgage - restructured

2,541

1,780

1,649

2,498

2,731

Total residential mortgage

25,964

32,775

40,715

40,573

43,596

Consumer

12,238

16,464

21,758

23,385

24,737

Consumer - restructured

—

—

—

—

—

Total consumer

12,238

16,464

21,758

23,385

24,737

Total nonaccrual loans

$
60,357

$
83,551

$
108,434

$
139,879

$
171,462

Restructured loans - still accruing:

Commercial non-real estate

$
480

$
526

$
2,337

$
549

$
5,195

Commercial real estate - owner occupied

—

—

—

—

—

Commercial real estate - income producing

—

—

341

349

357

Construction and land development

119

120

121

122

123

Residential mortgage

1,407

2,103

2,457

2,217

2,308

Consumer

1,065

1,081

1,064

1,025

1,132

Total restructured loans - still accruing

3,071

3,830

6,320

4,262

9,115

Total nonperforming loans

63,428

87,381

114,754

144,141

180,577

ORE and foreclosed assets

8,423

10,201

9,467

11,648

11,640

Total nonperforming assets (a)

$
71,851

$
97,582

$
124,221

$
155,789

$
192,217

Loans 90 days past due still accruing (b)

$
9,970

$
8,925

$
5,090

$
3,361

$
10,439

Total restructured loans

$
10,281

$
10,638

$
13,491

$
25,842

$
49,056

Ratios:

Nonaccrual loans to total loans

0.29
%

0.40
%

0.50
%

0.64
%

0.77
%
Nonperforming assets to loans plus ORE and foreclosed assets

0.34
%

0.46
%

0.57
%

0.71
%

0.86
%
Allowance for loan losses to nonaccrual loans

615.54
%

478.35
%

391.35
%

321.83
%

261.68
%
Allowance for loan losses to nonperforming loans and accruing loans 90 days past due

506.17
%

415.00
%

354.09
%

305.20
%

234.89
%
Loans 90 days past due still accruing to loans

0.05
%

0.04
%

0.02
%

0.02
%

0.05
%

(a)

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

Nonperforming assets totaled ~~$71.9~~$51.7 million at ~~September 30, 2021,~~March 31, 2022, down ~~$25.7~~$15.2 million from ~~June 30,~~December 31, 2021, and ~~$120.4~~$72.5 million from ~~September 30, 2020.~~March 31, 2021. Nonperforming loans decreased ~~$24.0~~$14.0 million compared to ~~June 30,~~December 31, 2021, and ~~$117.1~~$69.4 million from ~~September 30, 2020.~~March 31, 2021. The ~~decline~~declines in nonperforming loans was largely attributable to ~~charge-offs~~payoffs and ~~payoffs~~charge-offs outpacing downgrades. ORE and foreclosed assets were ~~$8.4~~$6.3 million at ~~September 30, 2021,~~March 31, 2022, down from ~~$10.2~~$7.5 million at ~~June 30,~~December 31, 2021, and ~~$11.6~~$9.5 million at ~~September 30, 2020.~~March 31, 2021. Nonperforming assets as a percentage of total loans, ORE and other foreclosed assets was ~~0.34%~~0.24% at ~~September 30, 2021,~~March 31, 2022, down 128 bps from ~~June 30,~~December 31, 2021, and 5233 bps from ~~September 30, 2020.~~March 31, 2021.

62Future assumptions in economic forecasts and our own asset quality metrics will drive our outlook for the level of forecasted reserves. We currently expect reserve releases will continue, however, expect to see them taper off over the next few quarters.

Changes in assumptions in our underlying economic forecasts, such as vaccination rates, size and timing of government infrastructure spending, timing of the resolution of the coronavirus pandemic and return to full economic activity will drive our future level of reserves. Assuming that we continue to see improving credit quality and favorable changes in economic assumptions, we expect a modest reserve release in the fourth quarter of 2021.Deposits

Deposits provide the most significant source of funding for our interest earning assets. Generally, our ability to compete for market share depends on our deposit pricing and our wide range of products and services that are focused on customer needs. In order to meet our customers’ needs, we offer high-quality banking services with convenient delivery channels, including online and mobile banking. We provide specialized services to our commercial customers to promote commercial deposit growth. These services include treasury management, industry expertise and lockbox services. Since early 2020, deposit levels have also been influenced by pandemic driven factors, such as inflows from government stimulus payments, deposits related to funding PPP loans into business checking accounts and a ~~general~~ slowdown in customer ~~spending.~~spending during the height of the pandemic.

Total deposits were ~~$29.2~~$30.5 billion at ~~September 30, 2021, down $65~~March 31, 2022, up $34 million, or less than 1%, from ~~June 30,~~December 31, 2021, with a favorable change in ~~our~~the deposit mix that included a ~~$247~~$584 million increase in noninterest-bearing deposits and a ~~$312~~$550 million decrease in interest-bearing accounts, including ~~a $144~~an $81 million decrease in higher-cost time deposits. Total deposits increased ~~$2.2~~$1.3 billion, or 8%4%, from ~~September 30, 2020,~~March 31, 2021, with strong growth of $1.8 billion in ~~both~~ noninterest-bearing and a $513 million decrease in interest-bearing transaction deposits. Growth in noninterest-bearing deposits includes both commercial and consumer accounts. The decrease in interest-bearing deposits is largely a function of the low interest ~~bearing transaction deposits, largely the result of pandemic-related activity.~~rate environment and deposit pricing. Average deposits for the ~~third~~first quarter of ~~2021~~2022 were ~~$29.2~~$30.0 billion, ~~flat to~~up $279 million, or 1%, from the ~~second~~fourth quarter of 2021 and up ~~$2.5~~$1.9 billion, or 9%7%, from the ~~third~~first quarter of ~~2020.~~2021.

The following table shows the composition of our deposits at each date indicated.

Noninterest-bearing demand deposits were ~~$13.7~~$15.0 billion at ~~September 30, 2021,~~March 31, 2022, up ~~$247~~$584 million, or 2%4%, from ~~June 30,~~December 31, 2021, and $1.8 billion, or ~~15%~~14%, from ~~September 30, 2020.~~March 31, 2021. The ~~continued elevated balances are primarily~~linked quarter increase reflects growth in noninterest-bearing commercial and public funds deposits due in part to ~~stimulus~~typical seasonality related to taxes, while the year-over-year changes is likely the result of pandemic and ~~additional PPP funds deposited in business accounts.~~hurricane related cash inflows. Noninterest-bearing demand deposits comprised ~~47%~~49% of total deposits at ~~September 30, 2021, 46%~~March 31, 2022, 47% at ~~June 30,~~December 31, 2021 and ~~44%~~45% at ~~September 30, 2020.~~March 31, 2021.

Interest-bearing transaction and savings accounts of ~~$11.3~~$11.5 billion at ~~September 30, 2021~~March 31, 2022 were ~~virtually flat compared to June 30,~~down $189 million, or 2%, from December 31, 2021 and ~~increased $1.3 billion,~~up $270 million, or ~~13%~~2%, from September 30, 2020. These increases were primarily driven by movement from maturing certificates of deposit in the low interest rate environment, as well as other stimulus-related funds that remain in customer accounts.

March 31, 2021. Interest-bearing public fund deposits totaled ~~$3.1~~$3.0 billion at ~~September 30, 2021,~~March 31, 2022, down ~~$151.4~~$280.3 million, or 5%9%, from ~~June 30,~~December 31, 2021, and down ~~$120.8~~$184.2 million, or 4%6%, from ~~September 30, 2020.~~March 31, 2021. Time deposits other than public funds totaled ~~$1.2~~$1.0 billion at ~~September 30, 2021,~~March 31, 2022, down ~~$143.7~~$81.0 million, or ~~11%~~7%, from ~~June 30,~~December 31, 2021, and ~~$793.5~~$593.8 million, or ~~40%~~37%, from ~~the third quarter of 2020.~~March 31, 2021. The decrease in time deposits from both periods was due in part to maturing retail and jumbo certificates of deposit which were not renewed, likely due to prevailing rates that reflect management’s strategic approach to lowering the cost of funds. ~~The decrease from the prior year was also due to a $96.2 million decrease in brokered certificates of deposit which matured and were not replaced due to excess liquidity.~~

Management expects deposits to ~~increase $100~~remain flat to ~~$200 million in~~down slightly from the ~~fourth quarter, ending the year at approximately $29.4 billion, or up 6% compared to year-end 2020.~~December 31, 2021 level of $30.5 billion.

At ~~September 30, 2021,~~March 31, 2022, short-term borrowings totaled ~~$1.7~~$1.6 billion, ~~up $229~~down $45 million, or ~~15%~~3%, from ~~June 30,~~December 31, 2021 and down ~~$162~~$32 million, or 8%2%, from ~~September 30, 2020,~~March 31, 2021, driven mainly by changes in customer repurchase agreements. Average short-term borrowings of ~~$1.6~~$1.7 billion in the ~~third~~first quarter of ~~2021~~2022 were ~~down $49 million, or 3%,~~virtually flat when compared to both the ~~second~~prior quarter ~~of 2021,~~ and ~~$121 million, or 7%, compared to the third~~same quarter ~~of 2020. The decrease in both periods was largely due to a lower level of customer repurchase agreements.~~last year.

Short-term borrowings are a core portion of the Company’s funding strategy and can fluctuate depending on our funding needs and the sources utilized. 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, amounts available will vary. FHLB borrowings are funds from the Federal Home Loan Bank that are collateralized by certain residential mortgage and commercial real estate loans included in the Bank’s loan portfolio, subject to specific criteria.

that are classified as short-term as the FHLB has the option to put (terminate) the advance prior to maturity. The advances were entered into in late 2019 into early 2020 with average interest rates of 0.49%. The Company has access to sufficient liquidity should these advances be called.

Long-term debt totaled ~~$248.0~~$240.5 million at ~~September 30, 2021 virtually flat compared to June 30,~~March 31, 2022, down $3.8 million, or 2%, from December 31, 2021, and down $157.1 million, or 40%, from ~~$385.9 million at September 30, 2020.~~March 31, 2021. The decrease from ~~September 30, 2020~~March 31, 2021 is largely attributable to the redemption of $150 million of subordinated notes on June 15, ~~2021 early redemption of the 5.95% subordinated notes due 2045 with an aggregate principal amount of $150 million.~~2021.

Long-term debt at ~~September 30, 2021~~March 31, 2022 includes subordinated notes payable with an aggregate principal amount of $172.5 million with a stated maturity of June 15, 2060, a fixed rate of 6.25% per annum that qualify as Tier 2 capital of certain regulatory capital ratios. Subject to prior approval by the Federal Reserve, the Company may redeem these notes in whole or in part on any of its quarterly interest payment dates after June 15, 2025.

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 its 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 and Bank must include unfunded commitments meeting certain criteria in risk-weighted capital calculations.

Commitments to extend credit include revolving commercial credit lines, non-revolving 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 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 our future cash requirements.

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 our exposure to credit risk. The Bank 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. At ~~September 30, 2021,~~March 31, 2022, the Company had a reserve for unfunded lending commitments totaling ~~$28.9~~$30.7 million.

The following table shows the commitments to extend credit and letters of credit at ~~September 30, 2021~~March 31, 2022 according to expiration date.

There were no material changes or developments during the reporting period 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, ~~2020.~~2021.

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. Estimates are based 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.

Refer to Note 1514 to our consolidated financial statements included elsewhere in this report.

The Company’s net income is materially dependent upon 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 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 interest rate environments.

The following table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in rates at ~~September 30, 2021.~~March 31, 2022. Shifts are measured in 100 basis point increments in a range from -500 to +500 basis points from base case, with +100 through +300 basis points presented in the table below. Our interest rate sensitivity modeling incorporates a number of assumptions including loan and deposit repricing characteristics, the rate of loan prepayments and other ~~factors.~~factors such as loan floors the impact of off-balance sheet hedges. The base scenario assumes that the current interest rate environment is held constant over a 24-month forecast period and is the scenario to which all others are compared in order to measure the change in net interest income. Policy limits on the change in net interest income under a variety of interest rate scenarios are approved by the Board of Directors. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled.

The results indicate ~~a general~~an increased level of asset sensitivity across most scenarios driven primarily by a large short-term excess reserves position held at the Federal Reserve, repricing in variable rate loans, ~~an increase in short-term excess reserves held at the Federal Reserve,~~ and a funding mix which ~~is composed of material volumes~~has a higher composition of non-interest bearing and lower rate sensitive deposits. When deemed to be prudent, management has taken actions to mitigate exposure to interest rate risk with on- or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.

Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to net interest income than indicated above. Strategic management of our balance sheet and earnings is fluid and would be adjusted to accommodate these movements. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Certain assets such as adjustable-rate loans have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. We consider all of these factors in monitoring exposure to interest rate risk.

In 2017, the United Kingdom’s Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (“LIBOR”). In November 2020, the administrator of LIBOR announced it will consult on its intention to extend the retirement date of certain offered rates whereby the publication of the one week and two month LIBOR offered rates will cease after December 31, 2021, but the publication of the remaining LIBOR offered rates will continue until June 30, 2023. Given consumer protection, litigation, and reputation risks, the bank regulatory agencies have indicated

that entering into new contracts that use LIBOR as a reference rate after December 31, 2021, would create safety and soundness risks and that they will examine bank practices accordingly. Therefore, the agencies encouraged banks to cease entering into new contracts that use LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021.

Uncertainty remains over what rate or rates may become widely accepted alternatives to LIBOR within the industry, and the effect of any such changes in views or alternatives may have on the markets for LIBOR-indexed financial instruments. In particular, regulators,Regulators, industry groups and certain committees (e.g., the Alternative Reference Rates Committee ~~(ARRC)~~("ARRC") have, among other things, published recommended fallback language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates (e.g., AMERIBOR or the Secured Overnight Financing Rate ~~(SOFR)~~("SOFR") as the recommended alternative to U.S. Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate instruments.

We have a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. The transition from LIBOR has resulted in and could continue to result in added costs and employee efforts and could present additional risk. Since proposed alternative rates are calculated differently, payments under contracts referencing new rates will differ from those referencing LIBOR. The transition will change our market risk profiles, requiring changes to risk and pricing models, valuation tools, product design and hedging strategies.

Management has established a LIBOR Transition Working Group (the “Group”) whose purpose is to direct the overall transition process for the Company. The Group is an internal, cross-functional team with representatives from business lines, support and control functions and legal counsel. Beginning in the third quarter of 2019, key provisions in our loan documents were modified to ensure new and renewed loans include appropriate pre-cessation trigger language and LIBOR fallback language for transition from LIBOR to the new benchmark when such transition occurs. All direct exposures resulting from existing financial contracts that mature after 2021 have been inventoried and are monitored on an ongoing basis. Remediation of these exposures will be consistent with industry timing. The Group has also inventoried indirect LIBOR exposures within the Company's systems, models and processes. The results of this assessment will drive development and prioritization of remediation plans, and the Group is continuing to monitor developments and taking steps to ensure readiness when the LIBOR benchmark rate is discontinued. Although we are currently unable to assess what the ultimate impact of the transition from LIBOR will be, failure to adequately manage the transition could have a material adverse effect on our business, financial condition and results of operations.

The Bank has adopted several replacement benchmarks to use in place of LIBOR benchmark rates, with AMERIBOR along with Chicago Mercantile Exchange Inc. (“CME”) Term SOFR and FRB-NY SOFR as the primary rates. The replacement benchmarks rates adopted by the Bank have been affirmed to comply with the 19 principles set forth by the International Organization of Securities Commissions ~~(IOSCO)~~("IOSCO") for Financial Benchmarks, and it further provides the Bank confidence these replacement benchmarks are

based on transparent, market-based transactions. The Bank began using these replacement benchmarks towards the end of the third quarter of 2021.

At ~~September 30, 2021,~~March 31, 2022, approximately ~~36%~~31% of our loan portfolio, excluding PPP loans, consisted of variable rate loans tied to LIBOR, along with related derivatives and other financial instruments.

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 ~~September 30, 2021,~~March 31, 2022, 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 ~~September 30, 2021,~~March 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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.

The Company disclosed risk factors in its Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. 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.

The Company has in place a Board approved stock buyback program whereby the Company is authorized to repurchase up to 4.3 million shares of its common stock through the program’s expiration date of December 31, 2022. The program allows the Company to repurchase its common shares in the open market, by block purchase, through accelerated share repurchase programs, in privately negotiated transactions, or otherwise, in one or more transactions. Following is a summary of repurchases during the three months ended March 31, 2022.

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.


Mississippi		64-0693170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $3.33 per share	HWC	Nasdaq
6.25% Subordinated Notes	HWCPZ	Nasdaq


Part I. Financial Information		Page Number
ITEM 1.	Financial Statements	5
	Consolidated Balance Sheets (unaudited) – ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	5
	Consolidated Statements of Income (unaudited) – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	6
	Consolidated Statements of Comprehensive Income (unaudited) – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	7
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	8
	Consolidated Statements of Cash Flows (unaudited) – ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	9
	Notes to Consolidated Financial Statements (unaudited) – ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	10
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3839
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	6562
ITEM 4.	Controls and Procedures	6664
Part II. Other Information
ITEM 1.	Legal Proceedings	6765
ITEM 1A.	Risk Factors	6765
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6765
ITEM 3.	Default on Senior Securities	N/A
ITEM 4.	Mine Safety Disclosures	N/A
ITEM 5.	Other Information	N/A
ITEM 6.	Exhibits	6766
Signatures		6867


	September 30,			December 31,				March 31,			December 31,
(in thousands, except per share data)	2021			2020				2022			2021
ASSETS
Cash and due from banks	$	527,880		$	526,306			$	703,421		$	401,201
Interest-bearing bank deposits		3,062,325			1,333,352		��		3,132,551			3,830,177
Federal funds sold		456			434				459			458
Securities available for sale, at fair value (amortized cost of $6,943,511 and $5,766,234)		7,000,921			5,999,327
Securities held to maturity (fair value of $1,385,967 and $1,467,581)		1,307,701			1,357,170
Loans held for sale		90,618			136,063
Securities available for sale, at fair value (amortized cost of $6,380,002 and $6,984,530)									5,993,007			6,986,698
Securities held to maturity (fair value of $2,429,049 and $1,631,482)									2,488,088			1,565,751
Loans held for sale (includes $25,046 and $41,022 measured at fair value)									59,877			93,069
Loans		20,886,015			21,789,931				21,323,341			21,134,282
Less: allowance for loan losses		(371,521	)		(450,177	)			(317,843	)		(342,065	)
Loans, net		20,514,494			21,339,754				21,005,498			20,792,217
Property and equipment, net of accumulated depreciation of $272,213 and $271,801		350,554			380,516
Right of use assets, net of accumulated amortization of $31,365 and $23,330		98,419			110,691
Property and equipment, net of accumulated depreciation of $286,052 and $280,065									353,441			350,309
Right of use assets, net of accumulated amortization of $37,511 and $34,425									100,889			102,239
Prepaid expenses		40,329			41,443				43,572			38,793
Other real estate and foreclosed assets, net		8,423			11,648				6,345			7,533
Accrued interest receivable		99,314			104,268				98,873			96,938
Goodwill		855,453			855,453				855,453			855,453
Other intangible assets, net		74,146			86,892				66,479			70,226
Life insurance contracts		661,770			615,780				726,308			664,535
Funded pension assets, net		220,121			171,175				233,195			227,870
Deferred tax asset, net									59,606			—
Other assets		405,384			568,330				390,229			447,738
Total assets	$	35,318,308		$	33,638,602			$	36,317,291		$	36,531,205
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest-bearing	$	13,653,376		$	12,199,750			$	14,976,670		$	14,392,808
Interest-bearing		15,554,781			15,498,127				15,523,039			16,073,089
Total deposits		29,208,157			27,697,877				30,499,709			30,465,897
Short-term borrowings		1,745,228			1,667,513				1,620,302			1,665,061
Long-term debt		248,011			378,322				240,454			244,220
Accrued interest payable		3,060			4,315				2,999			3,103
Lease liabilities		119,250			130,627				120,788			122,079
Deferred tax liability, net		31,250			49,406				—			19,434
Other liabilities		333,586			271,517				382,088			341,059
Total liabilities		31,688,542			30,199,577				32,866,340			32,860,853
Stockholders' equity:
Common stock		309,513			309,513				309,513			309,513
Capital surplus		1,774,874			1,757,937				1,742,021			1,755,701
Retained earnings		1,545,181			1,291,506				1,758,693			1,659,073
Accumulated other comprehensive income, net		198			80,069
Accumulated other comprehensive loss, net									(359,276	)		(53,935	)
Total stockholders' equity		3,629,766			3,439,025				3,450,951			3,670,352
Total liabilities and stockholders' equity	$	35,318,308		$	33,638,602			$	36,317,291		$	36,531,205
Preferred shares authorized (par value of $20.00 per share)		50,000			50,000
Preferred shares authorized (par value of $20.00 per share)									50,000			50,000
Preferred shares issued and outstanding		—			—				—			—
Common shares authorized (par value of $3.33 per share)		350,000			350,000
Common shares authorized (par value of $3.33 per share)									350,000			350,000
Common shares issued		92,947			92,947				92,947			92,947
Common shares outstanding		86,823			86,728				86,460			86,749

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2021			2020			2021			2020
Net income (loss)	$	129,582		$	79,356		$	325,472		$	(148,749	)
Other comprehensive income (loss) before income taxes:
Net change in unrealized gain or loss on securities available for sale and cash flow hedges		(48,569	)		425			(143,924	)		217,254
Reclassification of net income realized and included in earnings		(6,425	)		(4,076	)		(9,337	)		(6,593	)
Valuation adjustments to pension plan attributable to the Voluntary Early Retirement Incentive Program (VERIP) and curtailment		—			—			59,606			—
Other valuation adjustments to employee benefit plans		—			—			(10,651	)		(10,251	)
Amortization of unrealized net gain on securities transferred to held to maturity		(33	)		(89	)		(134	)		(378	)
Other comprehensive income (loss) before income taxes		(55,027	)		(3,740	)		(104,440	)		200,032
Income tax expense (benefit)		(12,363	)		48			(24,569	)		46,370
Other comprehensive income (loss) net of income taxes		(42,664	)		(3,788	)		(79,871	)		153,662
Comprehensive income	$	86,918		$	75,568		$	245,601		$	4,913


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

Three Months Ended September 30, 2021 and 2020											Accumulated
	Common Stock										Other
(in thousands, except parenthetical share data)	Shares Issued		Amount		Capital Surplus			Retained Earnings			Comprehensive Income (Loss)			Total
Balance, June 30, 2021		92,947	$	309,513	$	1,770,973		$	1,439,553		$	42,862		$	3,562,901
Net income		—		—		—			129,582			—			129,582
Other comprehensive loss		—		—		—			—			(42,664	)		(42,664	)
Comprehensive income		—		—		—			129,582			(42,664	)		86,918
Cash dividends declared ($0.27 per common share)		—		—		—			(24,002	)		—			(24,002	)
Common stock activity, long-term incentive plans		—		—		5,432			48			—			5,480
Repurchase of common stock (56,349 shares)		—		—		(2,509	)		-			—			(2,509	)
Issuance of stock from dividend reinvestment and stock purchase plans		—		—		978			—			—			978
Balance, September 30, 2021		92,947	$	309,513	$	1,774,874		$	1,545,181		$	198		$	3,629,766
Balance, June 30, 2020		92,947	$	309,513	$	1,747,640		$	1,156,278		$	102,726		$	3,316,157
Net income		—		—		—			79,356			—			79,356
Other comprehensive loss		—		—		—			—			(3,788	)		(3,788	)
Comprehensive income		—		—		—			79,356			(3,788	)		75,568
Cash dividends declared ($0.27 per common share)		—		—		—			(23,803	)		—			(23,803	)
Common stock activity, long-term incentive plans		—		—		6,595			47			—			6,642
Issuance of stock from dividend reinvestment and stock purchase plans		—		—		1,080			—			—			1,080
Balance, September 30, 2020		92,947	$	309,513	$	1,755,315		$	1,211,878		$	98,938		$	3,375,644
Nine Months Ended September 30, 2021 and 2020
	Common Stock										Accumulated Other
(in thousands, except parenthetical share data)	Shares Issued		Amount		Capital Surplus			Retained Earnings			Comprehensive Income (Loss)			Total
Balance, December 31, 2020		92,947	$	309,513	$	1,757,937		$	1,291,506		$	80,069		$	3,439,025
Net income		—		—		—			325,472			—			325,472
Other comprehensive loss		—		—		—			—			(79,871	)		(79,871	)
Comprehensive income		—		—		—			325,472			(79,871	)		245,601
Cash dividends declared ($0.81 per common share)		—		—		—			(72,046	)		—			(72,046	)
Common stock activity, long-term incentive plans		—		—		16,506			249			—			16,755
Repurchase of common stock (56,349 shares)		—		—		(2,509	)		—			—			(2,509	)
Issuance of stock from dividend reinvestment and stock purchase plans		—		—		2,940			—			—			2,940
Balance, September 30, 2021		92,947	$	309,513	$	1,774,874		$	1,545,181		$	198		$	3,629,766
Balance, December 31, 2019		92,947	$	309,513	$	1,736,664		$	1,476,232		$	(54,724	)	$	3,467,685
Net loss		—		—		—			(148,749	)		—			(148,749	)
Other comprehensive income		—		—		—			—			153,662			153,662
Comprehensive income		—		—		—			(148,749	)		153,662			4,913
Cumulative effect of change in accounting principle		—		—		—			(44,087	)		—			(44,087	)
Cash dividends declared ($0.81 per common share)		—		—		—			(71,620	)		—			(71,620	)
Common stock activity, long-term incentive plans		—		—		16,159			102			—			16,261
Net settlement of accelerated share repurchase agreement (1,001,472 shares)		—		—		12,110			—			—			12,110
Repurchase of common stock (315,851 shares)		—		—		(12,716	)		—			—			(12,716	)
Issuance of stock from dividend reinvestment and stock purchase plans		—		—		3,098			—			—			3,098
Balance, September 30, 2020		92,947	$	309,513	$	1,755,315		$	1,211,878		$	98,938		$	3,375,644


Three Months Ended March 31, 2022 and 2021											Accumulated
	Common Stock										Other
(in thousands, except parenthetical share data)	Shares Issued		Amount		Capital Surplus			Retained Earnings			Comprehensive Income (Loss)			Total
Balance, December 31, 2021		92,947	$	309,513	$	1,755,701		$	1,659,073		$	(53,935	)	$	3,670,352
Net income		—		—		—			123,478			—			123,478
Other comprehensive loss		—		—		—			—			(305,341	)		(305,341	)
Comprehensive loss		—		—		—			123,478			(305,341	)		(181,863	)
Dividends declared ($0.27 per common share)		—		—		—			(23,909	)		—			(23,909	)
Common stock activity, long-term incentive plans		—		—		3,929			51			—			3,980
Repurchase of common stock (350,000 shares)		—		—		(18,490	)		—			—			(18,490	)
Issuance of stock from dividend reinvestment and stock purchase plans		—		—		881			—			—			881
Balance, March 31, 2022		92,947	$	309,513	$	1,742,021		$	1,758,693		$	(359,276	)	$	3,450,951
Balance, December 31, 2020		92,947	$	309,513	$	1,757,937		$	1,291,506		$	80,069		$	3,439,025
Net income		—		—		—			107,172			—			107,172
Other comprehensive loss		—		—		—			—			(111,512	)		(111,512	)
Comprehensive loss		—		—		—			107,172			(111,512	)		(4,340	)
Dividends declared ($0.27 per common share)		—		—		—			(24,021	)		—			(24,021	)
Common stock activity, long-term incentive plans		—		—		5,204			31			—			5,235
Issuance of stock from dividend reinvestment and stock purchase plans		—		—		1,004			—			—			1,004
Balance, March 31, 2021		92,947	$	309,513	$	1,764,145		$	1,374,688		$	(31,443	)	$	3,416,903


	September 30, 2021								December 31, 2020								March 31, 2022								December 31, 2021
			Gross		Gross						Gross		Gross						Gross		Gross						Gross		Gross
Securities Available for Sale	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value		Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury and government agency securities	$	394,069	$	4,822	$	4,169	$	394,722	$	207,365	$	6,289	$	284	$	213,370	$	10,037	$	—	$	406	$	9,631	$	420,857	$	3,781	$	5,340	$	419,298
Municipal obligations		305,701		13,504		3,178		316,027		309,342		17,536		153		326,725		214,611		1,542		519		215,634		304,536		13,184		3,562		314,158
Residential mortgage-backed securities		3,256,700		39,681		42,988		3,253,393		2,560,249		69,570		8		2,629,811		2,949,998		4,535		193,111		2,761,422		3,056,763		29,158		50,123		3,035,798
Commercial mortgage-backed securities		2,838,584		81,615		35,766		2,884,433		2,323,306		135,516		3,288		2,455,534		3,089,562		2,587		197,976		2,894,173		3,064,828		61,645		48,614		3,077,859
Collateralized mortgage obligations		133,957		3,628		—		137,585		354,472		7,651		—		362,123		94,294		—		3,074		91,220		119,046		1,837		—		120,883
Corporate debt securities		14,500		263		2		14,761		11,500		264		—		11,764		21,500		32		605		20,927		18,500		210		8		18,702
	$	6,943,511	$	143,513	$	86,103	$	7,000,921	$	5,766,234	$	236,826	$	3,733	$	5,999,327	$	6,380,002	$	8,696	$	395,691	$	5,993,007	$	6,984,530	$	109,815	$	107,647	$	6,986,698


Debt Securities Available for Sale	Amortized		Fair		Amortized		Fair
(in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	2,290	$	2,294	$	691	$	694
Due after one year through five years		636,212		670,865		687,364		681,925
Due after five years through ten years		2,805,443		2,839,375		2,902,497		2,715,517
Due after ten years		3,499,566		3,488,387		2,789,450		2,594,871
Total available for sale debt securities	$	6,943,511	$	7,000,921	$	6,380,002	$	5,993,007


Debt Securities Held to Maturity	Amortized		Fair		Amortized		Fair
(in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	11,226	$	11,371	$	11,225	$	11,248
Due after one year through five years		336,328		354,897		379,981		379,671
Due after five years through ten years		548,812		587,548		891,327		873,478
Due after ten years		411,335		432,151		1,205,555		1,164,652
Total held to maturity securities	$	1,307,701	$	1,385,967	$	2,488,088	$	2,429,049


	Nine Months Ended September 30,				Three Months Ended March 31,
(in thousands)	2021		2020		2022			2021
Proceeds	$	198,681	$	211,919	$	73,219		$	—
Gross gains		1,649		1,984		—			—
Gross losses		1,316		1,496		87			—
Net gain	$	333	$	488
Net loss					$	(87	)	$	—


Available for Sale
September 30, 2021	Losses < 12 months				Losses 12 months or >				Total
March 31, 2022													Losses < 12 months				Losses 12 months or >				Total
(in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury and government agency securities	$	199,451	$	2,712	$	32,489	$	1,457	$	231,940	$	4,169	$	9,631	$	406	$	—	$	—	$	9,631	$	406
Municipal obligations		43,297		2,098		25,243		1,080		68,540		3,178		63,349		519		—		—		63,349		519
Residential mortgage-backed securities		2,097,625		42,984		704		4		2,098,329		42,988		1,359,065		65,035		1,195,222		128,076		2,554,287		193,111
Commercial mortgage-backed securities		856,462		22,196		294,972		13,570		1,151,434		35,766		1,762,250		91,931		802,289		106,045		2,564,539		197,976
Collateralized mortgage obligations		—		—		—		—		—		—		91,220		3,074		—		—		91,220		3,074
Corporate debt securities		2,998		2		—		—		2,998		2		15,895		605		—		—		15,895		605
	$	3,199,833	$	69,992	$	353,408	$	16,111	$	3,553,241	$	86,103	$	3,301,410	$	161,570	$	1,997,511	$	234,121	$	5,298,921	$	395,691


Held to maturity
September 30, 2021	Losses < 12 months				Losses 12 months or >				Total
March 31, 2022													Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross				Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses
U.S. Treasury and government agency securities	$	—	$	—	$	—	$	—	$	—	$	—	$	282,780	$	11,386	$	70,808	$	3,360	$	353,588	$	14,746
Municipal obligations		7,789		211		190		—		7,979		211		124,523		3,410		42,807		4,082		167,330		7,492
Residential mortgage-backed securities		7,821		243		—		—		7,821		243		482,145		22,993		6,727		820		488,872		23,813
Commercial mortgage-backed securities		11,960		350		—		—		11,960		350		551,422		18,637		10,931		1,361		562,353		19,998
Collateralized mortgage obligations		291		—		—		—		291		—		50,719		1,009		—		—		50,719		1,009
	$	27,861	$	804	$	190	$	—	$	28,051	$	804	$	1,491,589	$	57,435	$	131,273	$	9,623	$	1,622,862	$	67,058

					Unamortized
					Debt
					Issuance
(in thousands)		Principal			Costs
Subordinated notes payable, maturing June 2060	$		172,500	$		5,874
Other long-term debt			81,385			—
Total	$		253,885	$		5,874


		March 31, 2022								December 31, 2021
				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 - variable rate loans	Cash Flow	$	1,325,000	$	1,336		$	36,930		$	1,125,000	$	5,884		$	4,421
Interest rate swaps - securities	Fair Value		1,694,650		60,693			—			1,837,650		22,138			10,690
			3,019,650		62,029			36,930			2,962,650		28,022			15,111
Derivatives not designated as hedging instruments:
Interest rate swaps	N/A		5,188,151		84,071			82,835			5,193,991		75,819			75,861
Risk participation agreements	N/A		235,301		5			16			217,437		11			35
Interest rate-lock commitments on residential mortgage loans	N/A		66,675		585			132			82,037		1,525			1
Forward commitments to sell residential mortgage loans	N/A		31,306		55			168			46,739		1			645
To Be Announced (TBA) securities	N/A		42,750		736			7			55,000		15			53
Foreign exchange forward contracts	N/A		57,213		452			358			48,364		778			758
Visa Class B derivative contract	N/A		43,439		—			3,516			43,439		—			4,116
			5,664,835		85,904			87,032			5,687,007		78,149			81,469
Total derivatives		$	8,684,485	$	147,933		$	123,962		$	8,649,657	$	106,171		$	96,580
Less: netting adjustment (2)					(88,275	)		(45,705	)				(30,304	)		(61,534	)
Total derivative assets/liabilities				$	59,658		$	78,257				$	75,867		$	35,046

		September 30, 2021								December 31, 2020
				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 - variable rate loans	Cash Flow	$	1,025,000	$	9,731		$	867		$	1,175,000	$	50,962		$	—
Interest rate swaps - securities	Fair Value		1,608,150		28,629			7,742			1,158,150		6,686			18,920
			2,633,150		38,360			8,609			2,333,150		57,648			18,920
Derivatives not designated as hedging instruments:
Interest rate swaps	N/A		5,174,836		96,176			95,297			4,806,258		145,517			148,778
Risk participation agreements	N/A		218,947		2			5			216,511		35			108
Interest rate-lock commitments on residential mortgage loans	N/A		108,155		2,038			—			206,258		1,793			14
Forward commitments to sell residential mortgage loans	N/A		67,476		—			1,010			310,458		19			3,211
To Be Announced (TBA) securities	N/A		74,000		318			18			—		—			—
Foreign exchange forward contracts	N/A		62,806		1,250			1,114			58,822		2,816			2,785
Visa Class B derivative contract	N/A		43,565		—			4,472			43,565		—			5,645
			5,749,785		99,784			101,916			5,641,872		150,180			160,541
Total derivatives		$	8,382,935	$	138,144		$	110,525		$	7,975,022	$	207,828		$	179,461
Less: netting adjustment ⁽²⁾					(39,988	)		(70,817	)				(57,648	)		(124,204	)
Total derivative assets/liabilities				$	98,156		$	39,708				$	150,180		$	55,257


		Three Months Ended
		March 31,
Derivative Instruments:	Location of Gain (Loss) Recognized in the Statements of Income:	2022		2021
Cash flow hedges:
Variable rate loans	Interest income - loans	$	6,754	$	6,136
Fair value hedges:
Securities	Interest income - securities - taxable		1,158		83
Securities - termination	Noninterest income - securities transactions, net		1,620		—
Derivatives not designated as hedging:
Residential mortgage banking	Noninterest income - secondary mortgage market operations		1,192		—
Customer and all other instruments	Noninterest income - other noninterest income		2,349		5,035
Total gain		$	13,073	$	11,254


(in thousands)			Gross Amounts			Net Amounts		Gross Amounts Not Offset in the Statement of Financial Condition
Description	Gross Amounts Recognized		Offset in the Statement of Financial Condition			Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral		Net Amount
As of March 31, 2022
Derivative Assets	$	133,175	$	(87,894	)	$	45,281	$	3,796	$	48,163	$	89,648
Derivative Liabilities	$	49,810	$	(46,014	)	$	3,796	$	3,796	$	0	$	0


	Available for Sale Securities			HTM Securities Transferred from AFS			Employee Benefit Plans			Cash Flow Hedges			Equity Method Investment			Total
(in thousands)
Balance, December 31, 2020	$	171,224		$	276		$	(125,573	)	$	39,511		$	(5,369	)	$	80,069
Net change in unrealized gain or loss		(141,800	)	—			—				(4,152	)		462			(145,490	)
Reclassification of net income or loss realized and included in earnings	—			—				1,954			(6,136	)		4,468			286
Amortization of unrealized net gain on securities transferred to HTM	—				(56	)	—			—				—			(56	)
Income tax expense (benefit)		(31,862	)		(13	)		439			(2,312	)		—			(33,748	)
Balance, March 31, 2021	$	61,286		$	233		$	(124,058	)	$	31,535		$	(439	)	$	(31,443	)
Balance, December 31, 2021	$	11,037		$	153		$	(80,946	)	$	16,284		$	(463	)	$	(53,935	)
Net change in unrealized gain or loss		(358,190	)		—			—			(33,182	)		468			(390,904	)
Reclassification of net income or loss realized and included in earnings		1,707			—			1,209			(6,754	)		—			(3,838	)
Transfer of net unrealized loss from AFS to HTM securities portfolio		15,405			(15,405	)		—			—			—			—
Amortization of unrealized net gain or loss on securities transferred to HTM		—			261			—			—			—			261
Income tax expense (benefit)		(76,981	)		(3,418	)		273			(9,014	)		—			(89,140	)
Balance, March 31, 2022	$	(253,060	)	$	(11,573	)	$	(80,010	)	$	(14,638	)	$	5		$	(359,276	)

	Nine Months Ended
Amount reclassified from AOCI (a)	September 30,						Affected line item on
(in thousands)	2021			2020			the statement of income
Loss on sale of AFS securities	$	(2,166	)	$	—		Noninterest income
Tax effect		487			—		Income taxes
Net of tax		(1,679	)		—		Net income
Amortization of unrealized net gain on securities transferred to HTM		134			378		Interest income
Tax effect		(30	)		(85	)	Income taxes
Net of tax		104			293		Net income
Amortization of defined benefit pension and post-retirement items		(3,970	)		(4,656	)	Other noninterest expense (b)
Tax effect		884			1,053		Income taxes
Net of tax		(3,086	)		(3,603	)	Net income
Reclassification of unrealized gain on cash flow hedges		18,771			12,602		Interest income
Tax effect		(4,188	)		(2,851	)	Income taxes
Net of tax		14,583			9,751		Net income
Amortization of gain (loss) on terminated cash flow hedges		1,170			(1,353	)	Interest income
Tax effect		(261	)		306		Income taxes
Net of tax		909			(1,047	)	Net income
Reclassification of unrealized loss on equity method investment		(4,468	)		—		Noninterest income
Tax effect		—			—		Income taxes
Net of tax		(4,468	)		—		Net income
Total reclassifications, net of tax	$	6,363		$	5,394		Net income


							Other Post-												Other Post-
(in thousands)	Pension Benefits						Retirement Benefits						Pension Benefits						Retirement Benefits
For The Three Months Ended September 30,	2021			2020			2021			2020
For the Three Months Ended March 31,													2022			2021			2022			2021
Service cost	$	2,620		$	3,207		$	23		$	28		$	2,800		$	3,450		$	25		$	27
Interest cost		3,552			3,892			91			106			3,417			3,460			77			99
Expected return on plan assets		(11,463	)		(12,047	)		—			—			(11,475	)		(12,058	)		—		—
Amortization of net (gain) or loss and prior service costs		717			1,854			(192	)		(142	)		1,348			2,100			(139	)		(146	)
Net periodic benefit cost	$	(4,574	)	$	(3,094	)	$	(78	)	$	(8	)
Net reduction of periodic benefit cost													$	(3,910	)	$	(3,048	)	$	(37	)	$	(20	)


				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value
Nonvested at January 1, 2022		1,453,085		$	34.58
Granted		505,735			52.77
Vested		(81,592	)		34.74
Forfeited		(64,180	)		33.14
Nonvested at March 31, 2022		1,813,048		$	39.70


	March 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Available for sale debt securities:
U.S. Treasury and government agency securities	$	—	$	9,631	$	—	$	9,631
Municipal obligations		—		215,634		—		215,634
Corporate debt securities		—		20,927		—		20,927
Residential mortgage-backed securities		—		2,761,422		—		2,761,422
Commercial mortgage-backed securities		—		2,894,173		—		2,894,173
Collateralized mortgage obligations		—		91,220		—		91,220
Total available for sale securities		—		5,993,007		—		5,993,007
Mortgage loans held for sale		—		25,046		—		25,046
Derivative assets (1)		—		59,658		—		59,658
Total recurring fair value measurements - assets	$	—	$	6,077,711	$	—	$	6,077,711
Liabilities
Derivative liabilities (1)	$	—	$	74,741	$	3,516	$	78,257
Total recurring fair value measurements - liabilities	$	—	$	74,741	$	3,516	$	78,257


(in thousands)
Balance at December 31, 2020	$	5,645
Cash settlement		(1,767	)
Losses included in earnings		238
Balance at December 31, 2021		4,116
Cash settlement		(634	)
Losses included in earnings		34
Balance at March 31, 2022	$	3,516

(in thousands)
Balance at December 31, 2019	$	5,704
Cash settlement		(1,656	)
Losses included in earnings		1,597
Balance at December 31, 2020		5,645
Cash settlement		(1,327	)
Losses included in earnings		154
Balance at September 30, 2021	$	4,472


($ in thousands)
	Fair Value
Level 3 Class	March 31, 2022		December 31, 2021
Derivative liability	$	3,516	$	4,116
Valuation technique	Discounted cash flow		Discounted cash flow
Unobservable inputs:
Visa Class A appreciation - range	6%-12%		6%-12%
Visa Class A appreciation - weighted average	9%		9%
Conversion rate - range	1.62x-1.60x		1.62x-1.60x
Conversion rate -weighted average	1.6091x		1.6091x
Time until resolution	3-21 months		3-24 months


	March 31, 2022
							Total Fair		Carrying
(in thousands)	Level 1		Level 2		Level 3		Value		Amount
Financial assets:
Cash, interest-bearing bank deposits, and federal funds sold	$	3,836,431	$	—	$	—	$	3,836,431	$	3,836,431
Available for sale securities		—		5,993,007		—		5,993,007		5,993,007
Held to maturity securities		—		2,429,049		—		2,429,049		2,488,088
Loans, net		—		4,861		20,501,931		20,506,792		21,005,498
Loans held for sale		—		59,877		—		59,877		59,877
Derivative financial instruments		—		59,658		—		59,658		59,658
Financial liabilities:
Deposits	$	—	$	—	$	30,454,443	$	30,454,443	$	30,499,709
Federal funds purchased		2,350		—		—		2,350		2,350
Securities sold under agreements to repurchase		517,952		—		—		517,952		517,952
FHLB short-term borrowings		—		1,105,633		—		1,105,633		1,100,000
Long-term debt		—		231,781		—		231,781		240,454
Derivative financial instruments		—		74,741		3,516		78,257		78,257



( $ in thousands )	Balance		Percentage of Total Loans *
Pandemic-related sectors under focus *
Healthcare and social assistance
Assisted living (investor CRE)	$	408,547		2.0	%
Assisted living (non- investor CRE)		193,936		1.0	%
Total healthcare and social assistance		602,483		3.0	%
Hospitality
Hotel		505,379		2.5	%
Restaurants full service, casual dining and bars		298,771		1.5	%
Entertainment		135,987		0.7	%
Total hospitality		940,137		4.7	%
Retail trade
Retail CRE		683,568		3.4	%
Retail goods and services		1,130,891		5.7	%
Total retail trade		1,814,459		9.1	%
Total pandemic-related sectors under focus	$	3,357,079		16.8	%


			Expiration Date										Expiration Date
			Less than		1-3		3-5		More than				Less than		1-3		3-5		More than
(in thousands)	Total		1 year		years		years		5 years		Total		1 year		years		years		5 years
Commitments to extend credit	$	8,983,039	$	4,128,455	$	2,240,564	$	1,788,746	$	825,274	$	9,612,025	$	4,086,523	$	2,500,027	$	2,219,598	$	805,877
Letters of credit		370,905		300,619		58,387		11,899		—		382,067		287,586		82,761		11,720		—
Total	$	9,353,944	$	4,429,074	$	2,298,951	$	1,800,645	$	825,274	$	9,994,092	$	4,374,109	$	2,582,788	$	2,231,318	$	805,877


	Estimated Increase						Estimated Increase
	(Decrease) in NII						(Decrease) in NII
Change in Interest Rates	Year 1			Year 2			Year 1			Year 2
(basis points)
+100		6.64	%		10.66	%		6.84	%		10.32	%
+200		14.01	%		21.30	%		14.54	%		21.24	%
+300		21.48	%		32.22	%		22.21	%		32.12	%

	Total number of shares or units purchased		Average price paid per share		Total number of shares purchased as part of a publicly announced plan or program		Maximum number of shares that may yet be purchased under such plans or programs
July 1, 2021 - July 31, 2021		—		—		—		4,338,000
August 1, 2021 - August 31, 2021		56,349	$	44.52		56,349		4,281,651
September 1, 2021 - September 30, 2021		—		—		—		4,281,651
		56,349	$	35.55		56,349

Exhibit Number	Description	Filed Herewith	Form	Exhibit	Filing Date
3.1	Second Amended and Restated Articles of Hancock Whitney Corporation		8-K	3.1	5/1/2020
3.2	Second Amended and Restated Bylaws of Hancock Whitney Corporation		8-K	3.2	5/1/2020
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline XBRL Instance Document	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover Page Interactive Data File	X

	~~Hancock Whitney Corporation~~
	Hancock Whitney Corporation
	~~By:~~
	By:		/s/ John M. Hairston
			John M. Hairston
			President & Chief Executive Officer
			(Principal Executive Officer)

			/s/ Michael M. Achary
			Michael M. Achary
			Senior Executive Vice President & Chief Financial Officer (Principal Financial Officer)

			~~/s/ Stephen E. Barker~~May 4, 2022
			~~Stephen E. Barker~~
			~~Executive Vice President, Senior Accounting and Finance Executive (Principal Accounting Officer)~~

			~~November 4, 2021~~