FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 . OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to . Commission file number 0-13089 Hancock Holding Company Mississippi 64-0693170 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) One Hancock Plaza, Gulfport, Mississippi 39501 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (228) 868-4715 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered NONE NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $3.33 PAR VALUE (Title of Class) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ------ 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 X No Continued The aggregate market value of the voting stock held by non-affiliates of the registrant as of January 2, 1998, was approximately $539,171,000. For purposes of this calculation only, shares held by non-affiliates are deemed to consist of (a) shares held by all shareholders other than directors and executive officers of the registrant plus (b) shares held by directors and officers as to which beneficial ownership has been disclaimed. On December 31, 1997, the registrant had outstanding 10,916,770 shares of common stock for financial statement purposes. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Annual Report to Stockholders for the year ended December 31, 1997 are incorporated by reference into Part II of this report. Portions of the definitive Proxy Statement used in connection with the Registrant's Annual Meeting of Shareholders held on February 19, 1998, filed by the Registrant on January 20, 1998, are incorporated by reference into Part III of this report. Page 2 of 50 CONTENTS PART I Item 1. Business 4 Item 2. Properties 38 Item 3. Legal Proceedings 39 Item 4. Submission of Matters to a Vote of Security Holders 39 PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters 39 Item 6. Selected Financial Data 39 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7a. Quantitative and Qualitative Disclosures about Market Risk 40 Item 8. Financial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 43 PART III Item 10. Directors and Executive Officers of the Registrant 43 Item 11. Executive Compensation 43 Item 12. Security Ownership of Certain Beneficial Owners and Management 43 Item 13. Certain Relationships and Related Transactions 43 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 44 Page 3 of 50 PART I Item 1 - Business BACKGROUND AND CURRENT OPERATIONS Background General: Hancock Holding Company (the "Company"), organized in 1984 as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, is headquartered in Gulfport, Mississippi. The Company operates 82 banking offices and over 100 automated teller machines ("ATM's") in the states of Mississippi and Louisiana through two wholly-owned bank subsidiaries, Hancock Bank, Gulfport, Mississippi ("Hancock Bank MS") and Hancock Bank of Louisiana, Baton Rouge, Louisiana ("Hancock Bank LA"). Hancock Bank MS and Hancock Bank LA are referred to collectively as the "Banks." The Banks are community oriented and focus primarily on offering commercial, consumer and mortgage loans and deposit services to individuals and small to middle market businesses in their respective market areas. The Company's operating strategy is to provide its customers with the financial sophistication and breadth of products of a regional bank, while successfully retaining the local appeal and level of service of a community bank. At December 31, 1997, the Company had total assets of $2.5 billion and employed on a full-time basis 834 persons in Mississippi and 434 persons in Louisiana. Hancock Bank MS was originally chartered as Hancock County Bank in 1899. Since its organization, the strategy of Hancock Bank MS has been to achieve a dominant market share on the Mississippi Gulf Coast. Prior to a series of acquisitions begun in 1985, growth was primarily internal and was accomplished by concentrating branch expansions in areas of population growth where no dominant financial institution previously served the market area. Economic expansion on the Mississippi Gulf Coast has resulted primarily from growth of military and government-related facilities, tourism, port facility activities, industrial complexes and the gaming industry. Hancock Bank MS currently has the largest market share in each of the four counties in which it operates: Harrison, Hancock, Jackson and Pearl River. With assets of $1.6 billion at December 31, 1997, Hancock Bank MS currently ranks as the fourth largest bank in Mississippi. Page 4 of 50 In August 1990, the Company formed Hancock Bank LA to assume the deposit liabilities and acquire the consumer loan portfolio, corporate credit card portfolio and non-adversely classified securities portfolio of American Bank and Trust, Baton Rouge, Louisiana, ("AmBank"), from the Federal Deposit Insurance Corporation ("FDIC"). Economic expansion in East Baton Rouge Parish has resulted from growth in state government and related service industries, educational and medical complexes, petrochemical industries, port facility activities and transportation and related industries. With assets of $.9 billion at December 31, 1997, Hancock Bank LA is the largest bank headquartered in East Baton Rouge Parish. In November 1996, the Company expanded the Baton Rouge market area into the Hammond area, where many of the people who work in Baton Rouge live, with the acquisition of Community Bancshares, Inc. Community Bancshares, Inc., Independence, Louisiana, owned 100% of the stock of Community State Bank ("Community"). Beginning with the 1985 acquisition of the Pascagoula-Moss Point Bank ("PMP") in Pascagoula, Mississippi, the Company has acquired approximately $1,045 million in assets and approximately $938 million in deposit liabilities through selected acquisitions or purchase and assumption transactions. Recent Acquisition Activity: In August 1991, Hancock Bank MS acquired certain assets and deposit liabilities of Peoples Federal Savings Association, Bay St. Louis, Mississippi, from the RTC. As a result of this transaction, the Bank acquired assets of approximately $39.0 million and deposit liabilities of approximately $38.5 million. The Company borrowed $18,750,000 from Whitney National Bank, New Orleans, Louisiana ("Whitney"), to partially fund the acquisition of Metropolitan National Bank and AmBank in 1990. On November 28, 1991, the Company sold 1,785,375 shares of its common stock at $14.78 per share (adjusted for a 15% stock dividend in 1996). This followed a two-for-one stock split in the form of a 100% stock dividend on October 15, 1991, and an increase in authorized shares to 20,000,000. The net proceeds of this sale, after underwriting discount and expenses, of approximately $24,700,000, were Page 5 of 50 used to pay the principal and interest on $18,500,000 of principal debt on the Whitney loan and increase Hancock Bank LA's capital by $5,000,000. In April 1994, the Company merged Hancock Bank LA with First State Bank and Trust Company of East Baton Rouge Parish, Baker, Louisiana ("Baker"). The merger was consummated by the exchange of all outstanding common stock of Baker in return for approximately 606,000 shares (adjusted for a 15% stock dividend in 1996) of common stock of the Company. The merger was accounted for using the pooling-of-interests method; therefore, all prior years' financial information has been restated. On January 13, 1995, the Company acquired First Denham Bancshares, Inc. ("Bancshares") which owned 100% of the stock of First National Bank of Denham Springs ("Denham"), Denham Springs, Louisiana. The acquisition was in return for approximately $4,000,000 cash and 890,000 shares (adjusted for a 15% stock dividend in 1996) of common stock of the Company. The acquisition was accounted for using the purchase method. Bancshares had total assets of approximately $111,000,000 and stockholders' equity of approximately $11,300,000 as of December 31, 1994 and net earnings of approximately $2,600,000 for the year then ended. On August 15, 1996, Denham was merged into Hancock Bank LA. On February 1, 1995, the Company merged Hancock Bank LA with Washington Bank & Trust Company, Franklinton, Louisiana ("Washington"). The merger was consummated by the exchange of all outstanding common stock of Washington in return for approximately 624,000 shares (adjusted for a 15% stock dividend in 1996) of common stock of the Company. The merger was accounted for using the pooling-of-interests method; therefore, all prior years' financial information has been restated. Washington had total assets of approximately $86,100,000 and stockholders' equity of approximately $12,400,000 as of December 31, 1994, and net earnings of approximately $1,300,000 for the year then ended. In November 1996, the Company acquired Community Bancshares, Inc., Independence, Louisiana, ("Community") which owned 100% of the stock of Community State Bank. The acquisition was in return for approximately $5,000,000 cash and 513,000 shares (adjusted for a 15% stock dividend in 1996) of common stock of the Company. The acquisition was accounted for using the purchase method. Community had total assets of approximately Page 6 of 50 $91,000,000 and stockholders' equity of approximately $11,000,000 as of December 31, 1995 and net earnings of approximately $900,000 for the year then ended. On January 17, 1997, the Company acquired Southeast National Bank, Hammond, Louisiana ("Southeast"). The acquisition was in return for approximately $3,700,000 cash and 121,000 shares of common stock of the Company. The acquisition was accounted for using the purchase method. Southeast had total assets of approximately $40,000,000 and stockholders' equity of approximately $4,000,000 as of December 31, 1996 and net earnings of approximately $500,000 for the year then ended. On July 15, 1997, the Company acquired Commerce Corporation, Inc., St Francisville, Louisiana ("Commerce"), which owned 100% of the stock of Bank of Commerce and Trust Company, for approximately $330,000 cash, 65,000 shares of common stock of the Company and the assumption of Commerce debt owed to certain individuals in the aggregate principal amount of $1,250,000. The transaction was accounted for using the purchase method. Commerce had total assets of approximately $29,000,000 and stockholders' equity of approximately $800,000 as of December 31, 1996 and net earnings of approximately $260,000 for the year then ended. Current Operations Loan Production and Credit Review: The Banks' primary lending focus is to provide commercial, consumer, leasing and real estate loans to consumers and to small and middle market businesses in their respective market areas. The Banks have no concentrations of loans to particular borrowers or loans to any foreign entities. Each loan officer has Board approved loan limits on the principal amount of secured and unsecured loans he or she can approve for a single borrower without prior approval of a loan committee. All loans, however, must meet the credit underwriting standards and loan policies of the Banks. For Hancock Bank MS, all loans over an individual loan officer's Board approved lending authority and below a regional approved limit must be approved by his or her region's loan committee or by another loan officer with greater lending authority. Both the regional loan committee and the Page 7 of 50 Bank's senior loan committee must review and approve any loan for a borrower whose total indebtedness exceeds the region's approved limit. Each loan file is reviewed by the Bank's loan operations quality assurance function, a component of its loan review system, to ensure proper documentation and asset quality. For Hancock Bank LA, all loans over an individual loan officer's Board approved lending authority must be approved by the Bank's, his or her region's loan committee or by another loan officer with greater lending authority. Both the regional loan committee and the Bank's senior loan committee must review and approve any loan for a borrower whose total indebtedness exceeds $500,000. Each loan file is reviewed by the Bank's loan operations quality assurance function, a component of its loan review system, to ensure proper documentation and asset quality. Loan Review and Asset Quality: Each Bank's portfolio of loan relationships aggregating $250,000 or more is annually reviewed by the respective Bank to identify any deficiencies and to take corrective actions as necessary. Periodically, selected loan relationships aggregating less than $250,000 are reviewed. As a result of such reviews, each Bank places on its Watchlist loans requiring close or frequent review. All loans classified by a regulator are also placed on the Watchlist. All Watchlist and past due loans are reviewed monthly by the Banks' senior lending officers and by the Banks' Board of Directors. In addition, all loans to a particular borrower are reviewed, regardless of classification, each time such borrower requests a renewal or extension of any loan or requests a new loan. All lines of credit are reviewed annually before renewal. The Banks currently have mechanisms in place that allow for at least an annual review of the financial statements and the financial condition of all borrowers, except borrowers with secured installment and residential mortgage loans. Consumer loans which become 60 days delinquent are reviewed regularly by management. Generally, a consumer loan which is delinquent 120 days is Page 8 of 50 in process of collection through repossession and liquidation of collateral or has been deemed currently uncollectible. Loans deemed currently uncollectible are charged-off against the allowance account. As a matter of policy, loans are placed on a nonaccrual status when the loan is 1) maintained on a cash basis due to the deterioration in the financial condition of the borrower, 2) payments, in full, of principal or interest are not expected or 3) the principal or interest has been in default for a period of 90 days, unless the loan is well secured and in the process of collection. The Banks follow the standard FDIC loan classification system. This system provides management with (1) a general view of the quality of the overall loan portfolio (each branch's loan portfolio and each commercial loan officer's loan portfolio) and (2) information on specific loans that may need individual attention. The Banks hold nonperforming assets, consisting of real property, vehicles and other items held for resale, which were acquired generally through the process of foreclosure. At December 31, 1997, the book value of nonperforming assets held for resale was approximately $2.4 million. Securities Portfolio: The Banks maintain portfolios of securities consisting primarily of U.S. Treasury securities, U.S. government agency issues, mortgage-backed securities, CMOs and tax-exempt obligations of states and political subdivisions. The portfolios are designed to enhance liquidity while providing acceptable rates of return. Therefore, the Banks invest only in high grade investment quality securities with acceptable yields and generally with durations of less than 7 years. The Banks' policies limit investments to securities having a rating of no less than "Baa" by Moody's Investors' Service, Inc., except for certain obligations of Mississippi or Louisiana counties and municipalities. Deposits: The Banks have several programs designed to attract depository accounts offered to consumers and to small and middle market businesses at interest Page 9 of 50 rates generally consistent with market conditions. Additionally, the Banks offer over 100 ATMs: over 65 ATMs at the 80 banking offices and over 40 free-standing ATMs at other locations. As members of regional and international ATM networks such as "PULSE", "PLUS" and "CIRRUS," the Banks offer customers access to their depository accounts from regional, national and international ATM facilities. Deposit flows are controlled by the Banks primarily through pricing, and to a certain extent, through promotional activities. Management believes that the rates it offers, which are posted weekly on deposit accounts, are generally competitive with or, in some cases, slightly below other financial institutions in the Banks' respective market areas. Trust Services: The Banks', through their respective Trust Departments, offer a full range of trust services on a fee basis. The Banks act as executor, administrator or guardian in administering estates. Also provided are investment custodial services for individuals, businesses and charitable and religious organizations. In their trust capacities, the Banks provide investment management services on an agency basis and act as trustee for pension plans, profit sharing plans, corporate and municipal bond issues, living trusts, life insurance trusts and various other types of trusts created by or for individuals, businesses and charitable and religious organizations. As of December 31, 1997, the Trust Departments of the Banks had approximately $1.5 billion of assets under management, of which $0.7 billion were corporate accounts and $0.8 billion were personal, employee benefit, estate and other trust accounts. Operating Efficiency Strategy: The primary focus of the Company's operating strategy is to increase operating income and to reduce operating expense. Beginning in January of 1988, management has taken steps to improve operating efficiencies. As a result, employees at Hancock Bank MS have been reduced from .78 per $1 million in assets in February 1988 to .51 as of December 31, 1997. Since its acquisition in August 1990, Hancock Bank LA employees have been reduced from .97 per $1 million of assets to .46 as of December 31, 1997. Management annually establishes an employee to asset goal for each Bank. The Banks also have set an internal long range goal of at least covering Page 10 of 50 total salary and benefit costs by fee income. The ratio of fee income to total salary and benefit costs is $.54 to $1.00 at Hancock Bank MS. Hancock Bank LA has a higher level of fee income and through December 31, 1997, has achieved a ratio of $.90 to $1.00. Other Activities: Hancock Bank MS has seven subsidiaries through which it engages in the following activities: providing consumer financing services; mortgage lending; owning, managing and maintaining certain real property; providing general insurance agency services; holding investment securities; marketing credit life insurance; and providing discount investment brokerage services. The income of these subsidiaries generally accounts for less than 10% of the Company's total annual income. During 1994, the Company began offering alternative investments through a third party vendor. The Investment Center is now located in several branch locations in Mississippi and Louisiana to accommodate the investment needs of customers whose needs fall outside the traditional commercial bank product line. Hancock Bank MS also owns approximately 3,700 acres of timberland in Hancock County, Mississippi, most of which was acquired through foreclosure in the 1930's. Timber sales and oil and gas leases on this acreage generate less than 1% of the Company's annual income. Competition: The deregulation of the financial services industry, the elimination of many previous distinctions between commercial banks and other financial institutions and legislation enacted in Mississippi, Louisiana and other states allowing state-wide branching, multi-bank holding companies and regional interstate banking has created a highly competitive environment for commercial banking in the Company's market area. The principal competitive factors in the markets for deposits and loans are interest rates paid and charged. The Company also competes through the efficiency, quality, range of services and products it provides, convenience of office and ATM locations and office hours. Page 11 of 50 In attracting deposits and in its lending activities, the Company competes generally with other commercial banks, savings associations, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, mutual funds, insurance companies and other financial institutions. Many of these institutions have greater available resources than the Company. SUPERVISION AND REGULATION Bank Holding Company Regulation General: The Company is subject to extensive regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve") pursuant to the Bank Holding Company Act of 1956, as amended (the "Bank Holding Company Act"). The Company also is required to file certain reports with, and otherwise comply with the rules and regulations of, the Securities and Exchange Commission (the "Commission") under federal securities laws. Federal Regulation: The Bank Holding Company Act generally prohibits the Company from engaging in activities other than banking, managing or controlling banks or other permissible subsidiaries. Acquiring or obtaining control of any company engaged in activities other than those activities determined by the Federal Reserve to be so closely related to banking, managing or controlling banks as to be proper incident thereto is also prohibited. In determining whether a particular activity is permissible, the Federal Reserve considers whether the performance of the activity can reasonably be expected to produce benefits to the public that outweigh possible adverse effects. For example: making, acquiring or servicing loans; leasing personal property; providing certain investment or financial advice; performing certain data processing services; acting as agent or broker in selling credit life insurance, and performing certain insurance underwriting activities have all been determined by regulations of the Federal Reserve to be permissible activities. The Bank Holding Company Act does not place territorial limitations on permissible bank-related activities of bank holding Page 12 of 50 companies. Despite prior approval, however, the Federal Reserve has the power to order a holding company or its subsidiaries to terminate any activity or its control of any subsidiary when it has reasonable cause to believe that continuation of such activity or control of such subsidiary constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that holding company. The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve: (1) before it may acquire ownership or control of any voting shares of any bank if, after such acquisition, such bank holding company will own or control more than 5% of the voting shares of such bank, (2) before it or any of its subsidiaries other than a bank may acquire all of the assets of a bank, or (3) before it may merge with any other bank holding company. In reviewing a proposed acquisition, the Federal Reserve considers financial, managerial and competitive aspects. The future prospects of the companies and banks concerned and the convenience and needs of the community to be served must also be considered. The Federal Reserve also reviews the indebtedness to be incurred by a bank holding company in connection with the proposed acquisition to ensure that the holding company can service such indebtedness without adversely affecting the capital requirements of the holding company or its subsidiaries. The Bank Holding Company Act further requires that consummation of approved acquisitions or mergers must be delayed at least 30 days following the date of approval. During such 30-day period, complaining parties may obtain a review of the Federal Reserve's order granting its approval by filing a petition in the appropriate United States Court of Appeals petitioning that the order be set aside. The Federal Reserve has adopted capital adequacy guidelines for use in its examination and regulation of bank holding companies. The regulatory capital of a bank holding company under applicable federal capital adequacy guidelines is particularly important in the Federal Reserve's evaluation of a bank holding company and any applications by the bank holding company to the Federal Reserve. If regulatory capital falls below minimum guideline levels, a bank holding company or bank may be denied approval to acquire or establish additional banks or non-bank businesses or to open additional facilities. In addition, a financial institution's failure to meet minimum regulatory capital standards can lead to other penalties, including termination of deposit insurance or appointment of a conservator or receiver Page 13 of 50 for the financial institution. There are two measures of regulatory capital presently applicable to bank holding companies, (1) risk-based capital and (2) leverage capital ratios. The Federal Reserve rates bank holding companies by a component and composite 1-5 rating system. This system is designed to help identify institutions which require special attention. Financial institutions are assigned ratings based on evaluation and rating of their financial condition and operations. Components reviewed include capital adequacy, asset quality, management capability, the quality and level of earnings, and the adequacy of liquidity. Effective January 1, 1997, a sixth component was added to the rating system - Sensitivity to market risk. This component addresses primarily the issue of a bank's sensitivity to interest rate fluctuations. The leverage ratios adopted by the Federal Reserve require all but the most highly rated bank holding companies to maintain Tier 1 Capital at 4% to 5% of total assets. Certain bank holding companies having a composite 1 rating and not experiencing or anticipating significant growth may satisfy the Federal Reserve guidelines by maintaining Tier 1 Capital of at least 3% of total assets. Tier 1 Capital for bank holding companies includes: stockholders' equity, minority interest in equity accounts of consolidated subsidiaries and qualifying perpetual preferred stock. In addition, Tier 1 Capital excludes goodwill and other disallowed intangibles. The Company's leverage capital ratio at December 31, 1997, was 10.24%. The risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Under the risk- based capital guidelines, assets are assigned to one of four risk categories; 0%, 20% 50% and 100%. As an example, U.S. Treasury securities are assigned to the 0% risk category while most categories of loans are assigned to the 100% risk category. A two-step process determines the risk weight of off-balance sheet items such as standby letters of credit. First, the amount of the off-balance sheet item is multiplied by a credit conversion factor of either 0%, 20%, 50% or 100%. The result is then assigned to one of the four risk categories. At December 31, 1997, the Company's off-balance sheet items aggregated $262 million; however, after Page 14 of 50 the credit conversion these items represented $32 million of balance sheet equivalents. The primary component of risk-based capital is Tier 1 Capital, which is essentially equal to common stockholders' equity, plus a certain portion of perpetual preferred stock. Tier 2 Capital, which consists primarily of the excess of any perpetual preferred stock, mandatory convertible securities, subordinated debt and general allowances for loan losses, is a secondary component of risk-based capital. The risk-weighted asset base is equal to the sum of the aggregate dollar values of assets and off-balance sheet items in each risk category, multiplied by the weight assigned to that category. A ratio of Tier 1 Capital to risk-weighted assets of at least 4% and a ratio of Total Capital (Tier 1 and Tier 2) to risk-weighted assets of at least 8% must be maintained by bank holding companies. At December 31, 1997, the Company's Tier 1 and Total Capital ratios were 18.22% and 19.18%, respectively. The prior approval of the Federal Reserve must be obtained before the Company may acquire substantially all the assets of any bank, or ownership or control of any voting shares of any bank, if, after such acquisition, it would own or control, directly or indirectly, more than 5% of the voting shares of such bank. In no case, however, may the Federal Reserve approve an acquisition of any bank located outside Mississippi unless such acquisition is specifically authorized by the laws of the state in which the bank to be acquired is located. The banking laws of Mississippi presently permit out-of-state banking organizations to acquire Mississippi banking organizations, provided the out-of-state banking organization's home state grants similar privileges to banking organizations in Mississippi. This reciprocity privilege is restricted to banking organizations in specified geographic regions that encompass the states of Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, South Carolina, Tennessee, Texas, Virginia and West Virginia. In addition, Mississippi banking organizations are permitted to acquire certain out-of-state financial institutions. A bank holding company is additionally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in non-banking activities. With the passage of The Interstate Banking and Branching Efficiency Act Page 15 of 50 of 1994, adequately capitalized and managed bank holding companies are permitted to acquire control of banks in any state, subject to federal regulatory approval, without regard to whether such a transaction is prohibited by the laws of any state. Beginning June 1, 1997, federal banking regulators may approve merger transactions involving banks located in different states, without regard to laws of any state prohibiting such transactions; except that, mergers may not be approved with respect to banks located in states that, before June 1, 1997, enacted legislation prohibiting mergers by banks located in such state with out-of-state institutions. Federal banking regulators may permit an out-of-state bank to open new branches in another state if such state has enacted legislation permitting interstate branching. The legislation further provides that a bank holding company may not, following an interstate acquisition, control more than 10% of nationwide insured deposits or 30% of deposits in the relevant state. States have the right to adopt legislation to lower the 30% limit. Additional provisions require that interstate activities conform to the Community Reinvestment Act. The Company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the Company's consolidated net worth. The Federal Reserve may disapprove such a transaction if it determines that the proposal constitutes an unsafe or unsound practice, would violate any law, regulation, Federal Reserve order or directive or any condition imposed by, or written agreement with, the Federal Reserve. In November 1985, the Federal Reserve adopted its Policy Statement on Cash Dividends Not Fully Covered by Earnings (the "Policy Statement"). The Policy Statement sets forth various guidelines that the Federal Reserve believes that a bank holding company should follow in establishing its dividend policy. In general, the Federal Reserve stated that bank holding companies should pay dividends only out of current earnings. It also stated that dividends should not be paid unless the prospective rate of earnings retention by the holding company appears consistent with its capital needs, asset quality and overall financial condition. The activities of the Company are also restricted by the provisions of Page 16 of 50 the Glass-Steagall Act of 1933 (the "Act"). The Act prohibits the Company from owning subsidiaries engaged principally in the issue, floatation, underwriting, public sale or distribution of securities. Regulators and legislators are currently reviewing the interpretation, scope and application of the provisions of the Act. The outcome of the current examination and the effect of the outcome on the ability of bank holding companies to engage in securities related activities cannot be predicted. The Company is a legal entity separate and distinct from the Banks. There are various restrictions that limit the ability of the Banks to finance, pay dividends or otherwise supply funds to the Company or other affiliates. In addition, subsidiary banks of holding companies are subject to certain restrictions on any extension of credit to the bank holding company or any of its subsidiaries, on investments in the stock or other securities thereof and on the taking of such stock or securities as collateral for loans to any borrower. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with extensions of credit, or leases or sales of property or furnishing of services. Bank Regulation: The operations of the Banks are subject to state and federal statutes applicable to state banks and national banks, respectively, and the regulations of the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency ("OCC"). Such statutes and regulations relate to, among other things, required reserves, investments, loans, mergers and consolidations, issuance of securities, payment of dividends, establishment of branches and other aspects of the Banks' operations. Hancock Bank MS is subject to regulation and periodic examinations by the FDIC and the State of Mississippi Department of Banking and Consumer Finance. Hancock Bank LA is subject to regulation and periodic examinations by the FDIC and the Office of Financial Institutions, State of Louisiana. These regulatory authorities examine such areas as reserves, loan and investment quality, management policies, procedures and practices and other aspects of operations. These examinations are designed for the protection of the Banks' depositors, rather than their stockholders. In addition to these regular examinations, the Company and the Banks must furnish periodic Page 17 of 50 reports to their respective regulatory authorities containing a full and accurate statement of their affairs. As a result of the enactment of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA"), a financial institution insured by the FDIC can be held liable for any losses incurred by, or reasonably expected to be incurred by, the FDIC in connection with (1) the default of a commonly controlled FDIC-insured financial institution or (2) any assistance provided by the FDIC to a commonly controlled financial institution in danger of default. The Banks are members of the FDIC, and their deposits are insured as provided by law by the Bank Insurance Fund ("BIF"). On December 19, 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted. The Federal Deposit Insurance Act, as amended by Section 302 of FDICIA, calls for risk-related deposit insurance assessment rates. The risk classification of an institution will determine its deposit insurance premium. Assignment to one of three capital groups, coupled with assignment to one of three supervisory sub-groups, determines which of the nine risk classifications is appropriate for an institution. Effective in the first quarter of 1996, the FDIC lowered banks' deposit insurance premiums from 4 to 31 cents per hundred dollars in insured deposits to a rate of 0 to 27 cents. The Banks have received a risk classification of 1A for assessment purposes. Total assessments paid to the FDIC amounted to $236 thousand in 1997. The Banks paid BIF premiums of 1.26 cents per hundred dollars of insured deposits during 1997. Premiums for the first and second quarters of 1998 have decreased to 1.256 cents per hundred dollars of insured deposits. Premiums on OAKAR deposits from the 1991 acquisition of Peoples Federal Savings Association totalled $20 thousand. In general, FDICIA subjects banks and bank holding companies to significantly increased regulation and supervision. FDICIA increased the borrowing authority of the FDIC in order to recapitalize the Bank Insurance Fund, and the future borrowings are to be repaid by increased assessments on FDIC member banks. Other significant provisions of FDICIA require a new regulatory emphasis linking supervision to bank capital levels. Also, federal banking regulators are required to take prompt regulatory action Page 18 of 50 with respect to depository institutions that fall below specified capital levels and to draft non-capital regulatory measures to assure bank safety. FDICIA contains a "prompt corrective action" section intended to resolve problem institutions at the least possible long-term cost to the deposit insurance funds. Pursuant to this section, the federal banking agencies are required to prescribe a leverage limit and a risk-based capital requirement indicating levels at which institutions will be deemed to be "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." In the case of a depository institution that is "critically undercapitalized" (a term defined to include institutions which still have positive net worth), the federal banking regulators are generally required to appoint a conservator or receiver. FDICIA further requires regulators to perform annual on-site bank examinations, places limits on real estate lending and tightens audit requirements. The new legislation eliminated the "too big to fail" doctrine, which protects uninsured deposits of large banks, and restricts the ability of undercapitalized banks to obtain extended loans from the Federal Reserve Board discount window. FDICIA also imposes new disclosure requirements relating to fees charged and interest paid on checking and deposit accounts. Most of the significant changes brought about by FDICIA required new regulations. In addition to regulating capital, the FDIC and the OCC have broad authority to prevent the development or continuance of unsafe or unsound banking practices. Pursuant to this authority, the FDIC and OCC have adopted regulations that restrict preferential loans and loan amounts to "affiliates" and "insiders" of banks, require banks to keep information on loans to major stockholders and executive officers and bar certain director and officer interlocks between financial institutions. The FDIC is also authorized to approve mergers, consolidations and assumption of deposit liability transactions between insured banks and between insured banks and uninsured banks or institutions to prevent capital or surplus diminution in such transactions where the resulting, continuing or assumed bank is an insured nonmember state bank, like Hancock Bank MS and Hancock Bank LA. Although the Hancock Bank MS and Hancock Bank LA are not members of the Page 19 of 50 Federal Reserve System, they are subject to Federal Reserve regulations that require the Banks to maintain reserves against transaction accounts (primarily checking accounts). Because reserves generally must be maintained in cash or in noninterest-bearing accounts, the effect of the reserve requirements is to increase the cost of funds for the Banks. The Federal Reserve regulations currently require that reserves be maintained against net transaction accounts in the amount of 3% of the aggregate of such accounts up to $43.1 million, or, if the aggregate of such accounts exceeds $43.1 million, $1.293 million plus 10% of the total in excess of $43.1 million. This regulation is subject to an exemption from reserve requirements on a limited amount of an institution's transaction accounts. The foregoing is a brief summary of certain statutes, rules and regulations affecting the Company and the Banks. It is not intended to be an exhaustive discussion of all the statutes and regulations having an impact on the operations of such entities. Effect of Governmental Policies: The difference between the interest rate paid on deposits and other borrowings and the interest rate received on loans and securities will comprise most of a bank's earnings. Due to recent deregulation of the industry, however, the banking business is becoming increasingly dependent on the generation of fee and service charge revenue. The earnings and growth of a bank will be affected by both general economic conditions and the monetary and fiscal policy of the United States Government and its agencies, particularly the Federal Reserve. The Federal Reserve sets national monetary policy such as seeking to curb inflation and combat recession. This is accomplished by its open-market operations in United States Government securities, adjustments in the amount of reserves that financial institutions are required to maintain and adjustments to the discount rates on borrowings and target rates for federal funds transactions. The actions of the Federal Reserve in these areas influence the growth of bank loans, investments and deposits and also affect interest rates on loans and deposits. The nature and timing of any future changes in monetary policies and their potential impact on the Company cannot be predicted. Page 20 of 50 STATISTICAL INFORMATION The following tables and other material present certain statistical information regarding the Company. This information is not audited and should be read in conjunction with the Company's consolidated financial statements and the accompanying notes. DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDER'S EQUITY AND INTEREST RATES AND DIFFERENTIALS Net interest income, the difference between interest income and interest expense, is the most significant component of the Banks earnings. For internal analytical purposes, management adjusts net interest income to a "taxable equivalent" basis using a 35% federal tax rate on tax exempt items (primarily interest on municipal securities and loans). Another significant statistic in the analysis of net interest income is the effective interest differential, which is the difference between the average rate of interest earned on earning assets and the effective rate paid for all funds, noninterest-bearing as well as interest-bearing. Since a portion of the Bank's deposits do not bear interest, such as demand deposits, the rate paid for all funds is lower than the rate on interest-bearing liabilities alone. The rate differential for the years 1997 and 1996 was 5.09% and 5.10%, respectively. Recognizing the importance of interest differential to total earnings, management places great emphasis on managing interest rate spreads. Although interest differential is affected by national, regional, and area economic conditions, including the level of loan demand and interest rates, there are significant opportunities to influence interest differential through appropriate loan and investment policies. These policies are designed to maximize interest differential while maintaining sufficient liquidity and availability of funds for purposes of meeting existing commitments and for investment in loans and other investment opportunities that may arise. Page 21 of 50 The following table shows interest income on interest-earning assets and related average yields earned and interest expense on interest-bearing liabilities and related average rates paid for the periods indicated: Comparative Average Balances - Yields and Rates Years Ended December 31, 1997 1996 1995 ---------------------------------- --------------------------------- --------------------------- Interest Average Interest Average Interest Average Average Income or Yield or Average Income or Yield or Average Income or Yield or Balance Expense Rate Balance Expense Rate Balance Expense Rate ----------- --------- ------ ---------- ---------- ------- ---------- ---------- --------- (Amounts in thousands) ASSETS Interest-earning assets: Investment securities: U.S. Treasury $ 240,539 $ 14,734 6.13% $ 221,120 $ 13,567 6.14% $ 257,228 $ 14,568 5.66% U.S. government obligations 552,154 34,699 6.28% 449,687 34,886 7.76% 493,315 33,726 6.84% Municipal obligations 74,838 6,385 8.53% 60,690 5,451 8.98% 57,001 5,426 9.52% Other securities 116,672 10,041 8.61% 171,889 6,780 3.94% 87,606 6,231 7.11% Federal funds sold & securities purchased under agreements to resell 50,256 2,733 5.44% 106,316 5,580 5.25% 99,559 5,820 5.85% Interest-bearing time deposits with other banks 996 64 6.43% 1,543 87 5.64% 500 31 6.20% Net loans (2)(3) 1,201,381 117,474 9.78% 1,083,165 107,079 9.89% 1,000,907 98,029 9.79% ---------- -------- ----- --------- ------- ----- ---------- ------- ----- Total interest-earning assets/interest income (1) 2,236,836 186,130 8.32% 2,094,410 173,430 8.28% 1,996,116 163,831 8.21% Less: Allowance for loan losses (20,410) -- -- (17,670) -- -- (16,532) -- -- Noninterest-earning assets: Cash and due from banks 119,271 -- -- 121,157 -- -- 104,854 -- -- Property and equipment 40,149 -- -- 37,185 -- -- 37,786 -- -- Other assets 67,107 -- -- 50,795 -- -- 93,302 -- -- ----------- ----- ----------- --------- ----------- ------- ---------------- Total assets $ 2,442,953 $ 186,130 7.62% $2,285,877 173,430 7.59% $2,215,526 163,831 7.39% =========== =========== ===== ========== ======== ===== =========== ======== ===== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Deposits: Savings, NOW and money market $ 746,665 $ 20,714 2.77%$ 694,017 19,001 2.74%$ 739,091 20,515 2.78% Time 834,147 45,436 5.45% 778,602 41,624 5.35% 717,064 37,097 5.17% Federal funds purchased 2,304 107 4.64% 11,425 549 4.80% 15,284 863 5.65% Securities sold under agreements to repurchase 118,855 5,277 4.44% 79,411 3,465 4.36% 53,924 2,219 4.12% Long-term bonds 1,369 164 4.60% 1,795 158 8.80% 2,799 203 7.25% Capital notes -- -- -- -- 7 -- -- 265 0.00% ----------- ---------- ----- --------- -------- ----- --------- ------- ----- Total interest-bearing liabilities/interest expense 1,703,340 71,698 4.21% 1,565,250 64,804 4.14% 1,528,162 61,162 4.00% Noninterest-bearing liabilities: Demand deposits 453,218 -- -- 472,909 -- -- 439,495 -- -- Other liabilities 15,092 -- -- 17,667 -- -- 32,135 -- -- Stockholders' equity 271,303 -- -- 230,051 -- -- 215,734 -- -- ----------- ----------- ----- ---------- --------- ----- ----------- ------ ------ Total liabilities & stockholders' equity $ 2,442,953 $ 71,698 2.93% $2,285,877 64,804 2.83% $ 2,215,526 61,162 2.76% ========== =========== ===== ========== ========= ===== =========== ====== ===== Interest-earning assets $ 2,236,836 $ 2,094,410 $ 1,996,116 Interest-bearing liabilities 1,703,340 1,565,250 1,528,162 Interest income 186,130 173,430 163,831 Interest expense 71,698 64,804 61,162 ----------- --------- -------- Interest income/interest- earning assets 8.32% 8.28% 8.21% Interest expense/interest- bearing liabilities 4.21% 4.14% 4.00% Interest spread 4.11% 4.14% 4.21% Net interest income $ 114,432 $ 108,626 $102,669 =========== ========= ======== Net interest margin 5.12% 5.19% 5.14% (1) Includes tax equivalent adjustments to interest income of $2.7 million, $1.9 million and $2.3 million in 1997, 1996 and 1995, respectively, using an effective tax rate of 35% . (2) Interest income includes fees on loans of $6.2 million, $5.7 million and $4.1 million in 1997, 1996 and 1995, respectively. (3) Includes nonaccrual loans. See "Nonperforming Assets." Page 23 of 50 The following table sets forth, for the periods indicated, a summary of the changes in interest income on interest-earning assets and interest expense on interest-bearing liabilities relating to rate and volume variances. Nonaccrual loans are included in average amounts of loans and do not bear interest for purposes of the presentation. Changes that are not solely due to volume or rate are allocated to volume. Analysis of Changes in Net Interest Income Years Ended December 31, 1997 1996 1995 --------------------------- --- -------------------------------- ---------------------------- Volume Rate Total Volume Rate Total Volume Rate Total -------- ----------- ------ ----------- --------- ------- ---------- ------ -------- (Amounts in thousands) INTEREST INCOME Investment securities: U.S. Treasury $ 1,192 $ ( 25) $1,167 $ (2,044) $ 1,043 $(1,001) $( $3,327) 727 $( 2,600) U.S. government obligations 7,985 (8,172) ( 187) (2,984) 4,144 1,160 4,761 4,193 8,954 Municipal obligations (1) 1,270 ( 336) 934 351 ( 326) 25 837 ( 323) 514 Other securities (2,188) 5,449 3,261 5,992 (5,443) 549 827 691 1,518 Federal funds sold & securities purchased under agreements to resell (2,943) 96 (2,847) 395 ( 6 ( 240) 594 1,394 1,988 Interest bearing time deposits with other banks ( 31) 8 ( 23) 65 ( 9) 56 ( 14) 7 ( 7) Net Loans 11,692 (1,297) 10,395 8,053 997 9,050 9,261 5,801 15,062 -------- --------- -------- -------- -------- ------ -------- ------- -------- Total 16,977 (4,277) 12,700 9,828 ( 229) 9,599 12,939 12,490 25,429 -------- --------- -------- -------- -------- ------ -------- ------- -------- INTEREST EXPENSE Deposits: Savings, NOW and money market 1,489 224 1,713 (1,253) ( 261) (1,514) ( 490) 302 ( 188) Time 2,972 840 3,812 3,181 1,346 4,527 3,097 6,510 9,607 Federal funds purchased ( 438) ( 4) ( 442) ( 218) ( 96) ( 314) ( 189) 298 109 Securities sold under agreements to repurchase 1,720 92 1,812 1,050 196 1,246 1,202 299 1,501 Long-term bonds ( 39) 38 ( 1) ( 73) 28 ( 45) ( 62) 9 ( 53) Capital notes 0 0 0 ( 258) -- ( 258) 265 ( 76) 189 -------- -------- -------- -------- -------- ------- -------- ------- -------- Total 5,704 1,190 6,894 2,429 1,213 3,642 3,823 7,342 11,165 -------- -------- -------- -------- -------- -------- -------- ------- -------- Increase (decrease) in net interest income $ 11,273 $ (5,467) $ 5,806 $ 7,399 $ (1,442) $ 5,957 $ 9,116 $ 5,148 $ 14,264 ======== ========= ======== ======== ========= ======== ======== ======== ========= (1) Yields on tax-exempt investments have been adjusted to a tax equivalent basis utilizing a 35% effective tax rate. (2) Interest earned includes fees on loans of $6.2 million, $5.7 million and $4.1 million in 1997, 1996 and 1995, respectively. Page 24 of 50 Rate Sensitivity: To control interest rate risk, management regularly monitors the volume of interest sensitive assets compared with interest sensitive liabilities over specific time intervals. The Company's interest rate management policy is designed to produce a stable net interest margin in periods of interest rate fluctuations. Interest sensitive assets and liabilities are those that are subject to maturity or repricing within a given time period. Interest rate risk is monitored, quantified and managed to produce a 5% or less impact on short-term earnings. The interest sensitivity gap is the difference between total interest sensitive assets and liabilities in a given time period. At December 31, 1997, the Company's cumulative interest sensitivity gap in the one year interval was (22.91%) as compared to a cumulative interest sensitivity gap in the one year interval of (21.75%) at December 31, 1996. The percentage reflects a higher level of interest sensitive liabilities than assets repricing within one year. Generally, when rate sensitive liabilities exceed rate sensitive assets, the net interest margin is expected to be positively affected during periods of decreasing interest rates and negatively affected during periods of increasing rates. The following tables set forth the Company's interest rate sensitivity gap at December 31, 1997 and December 31, 1996: Page 25 of 50 Analysis of Interest Sensitivity at December 31, 1997 After Three Within Through One After Five Three Twelve Through Years and Months Months Five Years Insensitive Total --------- --------- ---------- ---------- ---------- (Amounts in thousands) Net loans $ 252,135 $ 1165388 $ 623,655 $ 228,301 $1,220,629 Securities and time deposits 112,815 103,824 411,090 454,334 1,082,063 Federal funds 35,500 -- -- -- 35,500 --------- --------- ---------- --------- ---------- Total earning assets $ 400,450 $ 220,362 $1,034,745 $ 682,635 $2,338,192 ========= ========= ========== ========= ========== 17.13% 9.42% 44.25% 29.20% 100.00% Interest bearing deposits, excluding CDs greater than $100,000 $ 645,178 $ 272,983 $ 392,167 $ 29,311 $1,339,639 CDs greater than $100,000 100,267 91,361 68,650 -- 221,698 Short-term borrowings 44,867 -- -- 125,667 170,534 Other borrowings 500 1,279 -- -- 1,779 --------- --------- ---------- --------- ---------- Total interest-bearing funds 790,812 365,623 460,817 154,978 1,772,230 Interest-free funds -- -- -- 565,962 565,962 --------- --------- ---------- --------- ---------- Funds supporting earning assets $ 790,812 $ 365,623 $ 460,817 $ 720,940 $2,338,192 ========= ========= ========== ========= ========== 33.82% 15.64% 19.71% 30.84% 100.00% Interest sensitivity gap $(390,362) $(145,261) $ 573,928 $( 38,305) -- Cumulative gap $(390,362) $(535,623) $ 38,305 -- -- Percent of total earning assets (16.70%) (22.91%) 1.64% -- -- Analysis of Interest Sensitivity at December 31, 1996 After Three Within Through One After Five Three Twelve Through Years and Months Months Five Years Insensitive Total (Amounts in thousands) Net loans $ 302,553 $ 107,128 $ 531,015 $ 233,271 $1,173,967 Securities and time deposits 119,629 94,242 225,752 464,914 904,537 Federal funds 12,000 -- -- -- 12,000 --------- --------- --------- --------- ---------- Total earning assets $ 434,182 $ 201,370 $ 756,767 $ 698,185 $2,090,504 ========= ========= ========= ========= ========== 20.77% 9.64% 36.20% 33.39% 100.00% Interest bearing deposits, excluding CDs greater than $100,000 $ 542,277 $ 285,565 $ 440,733 $ 3,339 $1,271,914 CDs greater than $100,000 97,686 75,521 48,491 -- 221,698 Short-term borrowings 87,609 -- -- -- 87,609 Other borrowings 500 1,050 -- -- 1,550 --------- --------- --------- --------- ---------- Total interest-bearing funds 728,072 362,136 489,224 3,339 1,582,771 Interest-free funds -- -- -- 507,733 507,733 --------- --------- --------- --------- ---------- Funds supporting earning assets $ 728,072 $ 362,136 $ 489,224 $ 511,072 $2,090,504 ========= ========= ========= ========= ========== 34.82% 17.33% 23.40% 24.45% 100.00% Interest sensitivity gap $(293,890) $(160,766) $ 267,543 $ 187,113 -- Cumulative gap $(293,890) $(454,656) $(187,113) -- -- Percent of total earning assets (14.06%) (21.75%) (8.95%) -- -- Page 26 of 50 Income Taxes: The Company had income tax expense of $17.4 million and $15.2 million for the years ended December 31, 1997 and 1996, respectively. This represents effective tax rates of 36.2% and 32.4% for the years ended December 31, 1997 and 1996, respectively. The 15.2% increase in income tax expense is due to, among other things, increased taxable income, state income taxes, and higher levels of non-deductible goodwill amortization expense in conjunction with the most recent three mergers. Performance and Equity Ratios: The following table sets forth, for the periods indicated, the percentage of net income to average assets and average stockholders' equity, the percentage of common stock dividends to net income and the percentage of average stockholders' equity to average assets. Years Ended December 31, ------------------------ 1997 1996 1995 ----- ----- ----- Return on average assets (%) 1.25 1.38 1.22 Return on average stockholders' equity (%) 11.29 13.74 12.50 Dividend payout ratio (%) 36.05 28.90 31.45 Average stockholders' equity to average assets (%) 11.11 10.06 9.74 Securities Portfolio: The Company generally purchases securities to be held to maturity, with a maturity schedule that provides ample liquidity. Securities classified as held-to-maturity are carried at amortized cost. Certain securities have been classified as available-for-sale based on management's internal assessment of the portfolio considering future liquidity, earning requirements and capital position. The Company increased its available-for-sale portfolio during 1997. Generally, securities with a market risk have been placed in this category. The December 31, 1997 amortized cost of the held-to-maturity portfolio was $916 million and the market value was $925 million. The available-for-sale portfolio balance was $164 million at December 31, 1997. Page 27 of 50 The amortized cost of securities classified as available-for-sale as of December 31, 1997, 1996 and 1995, were as follows (in thousands): December 31 1997 1996 1995 -------- -------- ------ U.S. Treasury securities $ 54,637 $ 499 $ 1,493 Other U.S. gov. obligations 46,039 53,802 61,470 Municipal obligations 1,496 923 962 Other securities 6,305 --- 544 Mortgage-backed securities 27,538 5,373 5,140 CMOs 21,427 33,038 34,695 Equity securities 6,089 4,932 4,993 -------- -------- -------- $163,531 $ 98,567 $109,297 ======== ======== ======== The amortized cost, yield and market value of debt securities classified as available-for-sale as of December 31, 1997, by estimated maturity, were as follows (in thousands): Amortized Cost Yield (%) Market Value --------- --------- ------------ Due in one year or less $ 29,820 5.90 $ 29,774 Due after one year through five years 68,343 5.90 68,373 Due after five years through ten years 25,856 6.72 25,825 Due after ten years 33,423 6.21 33,572 -------- ---- -------- $157,442 6.10 $157,544 ======== ==== ======== The amortized cost of securities classified as held-to-maturity as of December 31, 1997, 1996 and 1995 were as follows (in thousands): December 31 1997 1996 1995 -------- -------- ------ U.S. Treasury securities $210,525 $175,171 $239,892 Other U.S. gov. obligations 267,437 338,796 317,140 Municipal obligations 88,062 66,367 56,961 Other securities 25,874 --- 11,027 Mortgage-backed securities 133,925 87,991 50,427 CMOs 190,539 135,673 63,082 -------- -------- -------- $916,362 $803,998 $738,529 ======== ======== ======== Page 28 of 50 The amortized cost, yield and market value of securities classified as held-to-maturity as of December 31, 1997, by contractual maturity, were as follows (in thousands): Amortized Cost Yield (%) Market Value --------- --------- ------------ Due in one year or less $194,406 6.30 $194,626 Due after one year through five years 305,508 6.36 307,880 Due after five years through ten years 177,870 6.49 179,584 Due after ten years 238,578 6.67 242,868 -------- ---- -------- $916,362 6.32 $924,958 ======== ==== ======== Loan Portfolio: The Banks' primary lending focus is to provide commercial, consumer and real estate loans to consumers and to small and middle market businesses in their respective market areas. Diversification in the loan portfolio is a means of reducing the risks associated with economic fluctuations. The Banks have no concentrations of loans to particular borrowers or loans to any foreign entities. Loan underwriting standards and loan loss allowance maintenance further reduce the impact of credit risk to the Company. Loans are underwritten on the basis of cash flow capacity and collateral market value. Generally, real estate mortgage loans are made when the borrower produces sufficient cash flow capacity and equity in the property to offset historical market devaluations. The loan loss allowance adequacy is tested monthly based on historical losses through different economic cycles and projected future losses specifically identified. Page 29 of 50 The following table sets forth, for the periods indicated, the composition of the loan portfolio of the Company: Loan Portfolio December 31, 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (Amounts in thousands) Real estate: Residential mortgages 1-4 family $ 260,432 $ 260,945 $ 224,646 $ 214,247 $ 213,216 Residential mortgages multifamily 10,881 7,642 9,674 7,302 7,124 Home equity lines 10,814 10,169 11,825 11,740 13,147 Construction and development 55,454 55,585 41,602 35,719 24,234 Nonresidential 139,332 131,578 127,027 112,957 119,094 Commercial, industrial and other 177,379 169,061 176,942 119,997 160,385 Consumer 513,362 494,456 409,608 397,879 366,401 Lease financing and depository institutions 16,889 15,881 13,811 10,074 6,673 Political subdivisions 16,327 12,142 14,394 12,806 11,668 Credit card 44,785 41,311 32,104 30,794 27,466 ---------- ---------- ---------- ---------- ---------- 1,245,355 1,198,770 1,061,633 953,515 949,408 Less, unearned income 24,726 24,803 26,656 27,850 26,396 ---------- ---------- ---------- ---------- ---------- Net loans $1,220,629 $1,173,967 $1,034,977 $ 925,665 $ 923,012 ========== ========== ========== ========== ========== The following table sets forth, for the periods indicated, the approximate maturity by type of the loan portfolio of the Company: Loan Maturity Schedule December 31, 1997 December 31, 1996 ----------------------------------------- ----------------------------------------- Maturity Range Maturity Range ----------------------------------------- ----------------------------------------- After One After One Within Through After Five Within Through After Five One Year Five Years Years Total One Year Five Years Years Total -------- ---------- -------- ---------- -------- ---------- -------- ---------- (Amounts in thousands) Commercial, industrial and other $ 65,974 $ 82,407 $ 20,680 $ 169,061 $ 68,436 $ 77,960 $ 23,418 $ 169,814 Real estate - construction 32,966 18,957 3,611 55,585 44,714 18,994 7,349 71,057 All other loans 157,382 578,526 284,802 1,020,709 148,232 557,936 251,731 957,899 -------- -------- -------- ---------- -------- -------- -------- ---------- Total loans $256,322 $679,890 $309,143 $1,245,355 $261,382 $654,890 $282,498 $1,198,770 ======== ======== ======== ========== ======== ======== ======== ========== Page 30 of 50 The sensitivity to interest rate changes of that portion of the Company's loan portfolio that matures after one year is shown below: Loan Sensitivity to Changes in Interest Rates December 31, December 31, 1997 1996 ------------ ------------ (Amounts in thousands) Commercial, industrial, and real estate construction maturing after one year: Fixed rate $ 94,517 $ 89,399 Floating rate 31,187 38,323 Other loans maturing after one year: Fixed rate 831,716 784,875 Floating rate 31,610 24,791 -------- -------- Total $989,033 $937,388 ======== ======== Nonperforming Assets: The following table sets forth nonperforming assets by type for the periods indicated, consisting of nonaccrual loans, restructured loans, real estate owned and loans past due 90 days or more and still accruing: December 31, 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (Amounts in thousands) Nonaccrual loans: Real estate $ 331 $ 753 $ 2,406 $ 1,914 $ 1,888 Commercial, industrial and other 319 169 1,144 525 1,424 Consumer 378 1,298 1,176 1,287 1,322 Lease financing 1 --- --- --- --- Depository institutions --- --- --- --- --- Political subdivisions --- --- --- --- --- Restructured loans 2,869 685 611 614 482 ------- ------- ------- ------- ------- Total nonperforming loans 3,898 2,905 5,337 4,340 5,116 Acquired real estate owned 435 147 140 --- --- Real estate owned 1,923 1,728 946 1,001 1,029 ------- ------- ------- ------- ------- Total nonperforming assets $ 6,256 $ 4,780 $ 6,423 $ 5,341 $ 6,145 ======= ======= ======= ======= ======= Loans 90+ days past due and still accruing $ 5,423 $ 8,361 $ 4,089 $ 2,692 $ 4,338 ======= ======= ======= ======= ======= Ratios (%): Nonperforming loans to net loans 0.32 0.25 0.52 0.47 0.55 Nonperforming assets to net loans and real estate owned 0.51 0.41 0.62 0.58 0.67 Nonperforming loans to average net loans 0.32 0.27 0.53 0.48 0.60 Allowance for loan losses to nonperformingloans 538.74 681.58 325.86 354.19 299.18 Page 31 of 50 The following table sets forth, for the periods indicated, the amount of interest that would have been recorded on nonaccrual loans had the loans not been classified as "nonaccrual" as well as the interest that would have been recorded under the original terms of restructured loans: December 31, 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (Amounts in thousands) Nonaccrual $ 101 $ 220 $ 463 $ 340 $ 441 Restructured 281 68 60 56 45 -------- -------- ------- ------- ------- Total $ 382 $ 288 $ 523 $ 396 $ 486 ======== ======= ======= ======= ======= Interest actually received on nonaccrual loans was insignificant. The amount of interest recorded on restructured loans did not differ significantly from the amount shown in the table above. Page 32 of 50 Analysis of Allowance for Loan Losses: The following table sets forth, for the periods indicated, average net loans outstanding, allowance for loan losses, amounts charged-off and recoveries of loans previously charged-off: December 31, 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (Amounts in thousands) Net loans outstanding at end of period $1,220,629 $1,173,967 $1,034,978 $ 925,665 $ 923,012 ========== ========== ========== ========== ========== Average net loans outstanding $1,201,381 $1,083,165 $1,000,907 $ 904,342 $ 847,526 ========== ========== ========== ========== ========== Balance of allowance for loan losses at beginning of period 19,800 $ 17,391 $ 15,372 $ 15,306 $ 14,682 Loans charged-off: Real estate 22 73 210 106 318 Commercial 997 975 636 637 2,218 Consumer 7,145 5,417 4,524 2,706 3,087 Lease financing 49 1 13 --- 53 Depository institutions --- --- --- --- --- Political subdivisions --- --- --- --- --- ---------- ---------- ---------- ---------- ---------- Total charge-offs 8,213 6,466 5,383 3,449 5,676 ---------- ---------- ---------- ---------- ---------- Recoveries of loans previously charged-off: Real estate 5 186 15 53 102 Commercial 646 937 971 570 695 Consumer 1,529 945 839 886 869 Lease financing 1 0 5 8 2 Depository institutions --- --- --- --- --- Political subdivisions --- --- --- --- --- ---------- ---------- ---------- ---------- ---------- Total recoveries 2,181 2,068 1,830 1,517 1,668 ---------- ---------- ---------- --------- ---------- Net charge-offs 6,032 4,398 3,553 1,932 4,008 Provision for loan losses 6,399 6,153 4,425 1,998 4,632 Balance acquired through acquisition 833 654 1,147 --- --- ---------- ---------- ---------- ---------- ---------- Balance of allowance for loan losses at end of period $ 21,000 $ 19,800 $ 17,391 $ 15,372 $ 15,306 ========== ========== ========== ========== ========== The following table sets forth, for the periods indicated, certain ratios related to the Company's charge-offs, allowance for loan losses and outstanding loans: Years Ended December 31, 1997 1996 1995 1994 1993 ----- ---- ----- ----- ----- Ratios (%): Net charge-offs to average net loans 0.50 0.41 0.35 0.21 0.47 Net charge-offs to period-end net loans 0.49 0.37 0.34 0.21 0.43 Allowance for loan losses to average net loans 1.75 1.83 1.74 1.70 1.81 Allowance for loan losses to period-end net loans 1.72 1.69 1.68 1.66 1.66 Net charge-offs to loan loss allowance 28.72 22.21 20.43 12.57 26.19 Net charge-offs to loan loss provision 94.26 71.47 80.29 96.70 86.53 Page 33 of 50 An allocation of the loan loss allowance by major loan category is set forth in the following table. The allocation is not necessarily indicative of the category of future losses, and the full allowance at December 31, 1997, is available to absorb losses occurring in any category of loans. December 31, 1997 1996 1995 1994 1993 ---------------- ---------------- ----------------- ------------------ -------------------- Allowance % of Allowance % of Allowance % of Allowance % of Allowance % of for Loans for Loans for Loans for Loans for Loans Loan to Total Loan to Total Loan to Total Loan to Total Loan to Total Losses Loans Losses Loans Losses Loans Losses Loans Losses Loans ---------------- ---------------- ----------------- ------------------ -------------------- (Amounts in thousands) Real estate $ 2,500 38.05 $ 3,000 49.94 $ 2,000 39.08 $ 1,250 40.06 $ 1,250 39.69 Commercial, industrial and other $ 5,900 16.25 5,750 16.52 5,250 19.32 5,000 14.98 5,000 18.82 Consumer $ 9,300 42.03 8,250 31.11 7,500 38.58 6,500 41.73 6,500 38.60 Credit card $ 1,200 3.67 800 2.43 500 3.02 500 3.23 500 2.89 Unallocated 2,100 --- 2,000 --- 2,141 --- 2,122 --- 2,056 --- ------- ------ ----- ------ ----- ------ ----- ------ ----- ------ $21,000 100.00 $19,800 100.00 17,391 100.00 $15,372 100.00 $15,306 100.00 ======= ====== ======= ====== ====== ====== ======= ====== ======= ====== Deposits and Other Debt Instruments: The following table sets forth the distribution of the average deposit accounts for the periods indicated and the weighted average interest rates on each category of deposits: 1997 1996 1995 ------------------------------- --------------------------------- ------------------------- Percent Percent Percent of of of Amount Deposits Rate (%) Amount Deposits Rate (%) Amount Deposits Rate (%) (Amounts in thousands) Non-interest bearing accounts $ 453,218 22.28 --- $ 472,909 24.30 -- $ 439,495 23.18 --- NOW accounts 306,120 15.05 2.52 268,391 13.80 2.68 288,947 15.24 2.64 Money market and other savings accounts 440,545 21.66 2.95 425,626 21.88 2.78 450,144 23.75 2.86 Time deposits 834,147 41.01 5.45 778,602 40.02 5.34 717,064 37.83 5.17 ---------- ------ ---------- ------ ---------- ------- $2,034,030 100.00 $1,945,528 100.00 $1,895,650 100.00 ========== ====== ========== ====== ========== ====== The Banks traditionally price their deposits to position themselves in the middle of the local market. The Banks' policy is not to accept brokered deposits. Page 34 of 50 Time certificates of deposit of $100,000 and over at December 31, 1997 had maturities as follows: December 31, 1997 (Amounts in thousands) Three months or less $100,267 Over three through six months 51,402 Over six through twelve months 39,959 Over twelve months 68,650 -------- Total $260,278 ======== Short-Term Borrowings: The following table sets forth certain information concerning the Company's short-term borrowings, which consist of federal funds purchased and securities sold under agreements to repurchase. Years ended December 31, 1997 1996 1995 --------- --------- ----------- (Amounts in thousands) Federal funds purchased: Amount outstanding at period-end $ 0 $ 0 $ 11,300 Weighted average interest at period-end 0.00% 0.00% 3.12% Maximum amount at any month-end during period $ 5,875 $ 19,725 $ 16,325 Average amount outstanding during period $ 2,304 $ 11,425 $ 15,284 Weighted average interest rate during period 4.64% 4.80% 5.65% Securities sold under agreements to repurchase: Amount outstanding at period-end $170,534 $ 87,609 $ 55,285 Weighted average interest at period-end 4.61% 4.25% 2.50% Maximum amount at any month end during-period $172,827 $156,595 $ 88,070 Average amount outstanding during period $118,855 $ 79,411 $ 53,924 Weighted average interest rate during period 4.44% 4.36% 4.12% Liquidity: Liquidity represents an institution's ability to provide funds to satisfy demands from depositors, borrowers and other commitments by either converting assets into cash or accessing new or existing sources of incremental funds. The principal sources of funds that provide liquidity are customer deposits, payments of interest and principal on loans, maturities in and sales of investment securities, earnings and borrowings. At December 31, 1997, cash and due from banks, securities available-for-sale, federal funds sold and repurchase agreements were in excess of 15% of total deposits. The Company depends upon the dividends paid to it from the Banks as a Page 35 of 50 principal source of funds for its debt service and dividend requirements. As of December 31, 1997, there was approximately $100 million available to be dividended to the Company from the Banks. Capital Resources: Risk-based and leverage capital ratios for the Company and the Banks for the periods indicated are shown in the following table: Risk-Based Capital Ratios Tier 1 Leverage ----------------------------------------------------- -------------------------- Total Tier 1 Ratio -------------------------- ------------------------- --------------------------- December 31, December 31, December 31, December 31, December 31, December 31, 1997 1996 1997 1996 1997 1996 ---- ---- ---- ---- ---- ---- Hancock Bank MS 18.45% 18.62% 17.65% 17.79% 9.75% 10.10% Hancock Bank LA 20.58 19.63 19.33 18.38 10.94 10.54 Company 19.18 19.02 18.22 18.03 10.24 10.37 Risk-based capital requirements are intended to make regulatory capital more sensitive to risk elements of the Company. Currently, the Company is required to maintain a minimum risk-based capital ratio of 8.0%, with not less than 4.0% in Tier 1 capital. In addition, the Company must maintain a minimum Tier 1 Leverage ratio (Tier 1 capital to total assets) of at least 3.0% based upon the regulator's latest composite rating of the institution. New Accounting Standards: In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") "Reporting Comprehensive Income" which requires that an enterprise report by major components and as a single total, the change in net assets during the period from non-owner sources and SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" which establishes annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products, services, geographic areas and major customers. Adoption of these statements will not impact the Company's consolidated financial position, results of operations or cash flows, and any effect will be limited to the form and content of its disclosures. Both statements are effective for fiscal years beginning after December 15, 1997. The Company is in the process of reviewing its operating segments. Page 36 of 50 Impact of Inflation: Unlike most industrial companies, the assets and liabilities of financial institutions such as the Banks are primarily monetary in nature. Interest rates, therefore, have a more significant effect on the Banks' performance than the effect of general levels of inflation on the price of goods and services. Interest rates earned and paid by the Banks are affected to a degree by the rate of inflation, and noninterest income and expenses can be affected by increasing rates of inflation; however, the Company believes that the effects of inflation are generally manageable through asset/liability management. Page 37 of 50 ITEM 2 - PROPERTIES The Company's main offices are located at One Hancock Plaza, Gulfport, Mississippi. The building has fourteen stories, of which seven are utilized by the Company. The remaining seven stories are presently leased to outside parties. The building has been leased from the City of Gulfport in connection with a urban development revenue bond issue. The bonds matured and were paid in full during 1997. Hancock Bank MS, however, effectively has had ownership of the building since title to the facility reverts when all outstanding bonds have been paid. For this reason, the Company has carried the building as an asset and the bonds as a long term payable on its balance sheet. Pending the filing of certain documents, ownership will legally transfer to the Company. The following banking offices in Mississippi and Louisiana are held in fee (number of locations shown in parenthesis): Albany, LA (1) Hammond, LA (2) Angie, LA (1) Independence, LA (1) Baker, LA (1) Long Beach, MS (2) Baton Rouge, LA (13) Loranger, LA (1) Bay St. Louis, MS (2) Lyman, MS (1) Biloxi, MS (3) Moss Point, MS (1) Bogalusa, LA (1) Mt. Hermon, LA (1) Denham Springs, LA (4) Ocean Springs, MS (2) D'Iberville, MS (1) Pascagoula, MS (4) Escatawpa, MS (1) Pass Christian, MS (1) Franklinton, LA (1) Picayune, MS (2) French Settlement, LA (1) Ponchatoula, LA (1) Gautier, MS (1) Poplarville, MS (1) Gulfport, MS (7) Walker, LA (1) Waveland, MS (1) The following banking offices in Mississippi and Louisiana are leased under agreements with unexpired terms of from one to thirty-four years including renewal options (number of locations shown in parenthesis): Baton Rouge, LA (5) Hammond, LA (1) Bay St. Louis, MS (3) Pascagoula, MS (1) Biloxi, MS (1) Picayune, MS (2) Diamondhead, MS (1) St. Francisville, LA (1) Gulfport, MS (4) Springfield, LA (1) Vancleave, MS (1) Page 38 of 50 In addition to the above, Hancock Bank MS owns land and other properties acquired through foreclosures of loans. The major item is approximately 3,700 acres of timber land in Hancock County, Mississippi, which Hancock Bank MS acquired by foreclosure in the 1930's. ITEM 3 - LEGAL PROCEEDINGS The Company is party to various legal proceedings arising in the ordinary course of business. In the opinion of management, after consultation with outside legal counsel, all such matters are adequately covered by insurance or, if not so covered, are not expected to have a material adverse effect on the financial condition of the Company. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the quarter ended December 31, 1997. PART II ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The information under the caption "Market Information" on page 6 of the Company's 1997 Annual Report to Stockholders is incorporated herein by reference. ITEM 6 - SELECTED FINANCIAL DATA The information under the caption "Consolidated Summary of Selected Financial Information" on Page 7 of the Company's 1997 Annual Report to Stockholders is incorporated herein by reference. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Pages 35 and 36 of the Company's 1997 Annual Report to Stockholders is incorporated herein by reference. Page 39 of 50 ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's net income is dependent on its net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net income. In an attempt to manage its exposure to changes in interest rates, management monitors the Company's interest rate risk. The Company's interest rate management policy is designed to produce a stable net interest margin in periods of interest rate fluctuations. Interest sensitive assets and liabilities are those that are subject to maturity or repricing within a given time period. Management also reviews the Company's securities portfolio, formulates investment strategies and oversees the timing and implementation of transactions to assure attainment of the Board's objectives in the most effective manner. Notwithstanding the Company's interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income. In adjusting the Company's asset/liability position, the Board and management attempt to manage the Company's interest rate risk while enhancing net interest margins. At times, depending on the level of general interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, the Board and management may determine to increase the Company's interest rate risk position somewhat in order to increase its net interest margin. The Company's results of operations and net portfolio values remain vulnerable to increases in interest rates and to fluctuations in the difference between long and short-term interest rates. The Company also controls interest rate risk reductions by emphasizing non-certificate depositor accounts. The Board and management believe that such accounts carry a lower cost than certificate accounts, and that a material portion of such accounts may be more resistant to changes in interest rates than are certificate accounts. At December 31, 1997 the Company had Page 40 of 50 $273 million of regular savings and club accounts and $470 million of money market and NOW accounts, representing 46.4% of total interest-bearing depositor accounts. One approach used to quantify interest rate risk is the net portfolio value ("NPV") analysis. NPV includes shareholder equity of the Company as reported in the financial statements, adjusted for changes in the carrying value of investments, loans and certificates of deposit, when considering changes in market values on a pre-tax basis. In essence, this analysis calculates the difference between the present value of liabilities and the present value of expected cash flows from assets and off-balance sheet contracts. The following table sets forth, at December 31 1997, an analysis of the Company's interest rate risk as measured by the estimated changes in NPV resulting from an instantaneous and sustained parallel shift in the yield curve (+ or - 400 basis points, measured in 100 basis point increments). Change in Estimated Increase Interest Estimated (Decrease) in NPV Rates NPV Amount Amount Percent - ----------- ----------- --------------------- (Basis Points) (Dollars in thousands) +400 $ 125,143 $( 159,398) (56) +300 167,841 ( 116,700) (41) +200 205,447 ( 79,094) (29) +100 244,874 ( 39,667) (14) ---- 284,541 ---- ---- -100 315,631 31,090 11 -200 346,406 61,865 22 -300 378,736 94,195 33 -400 411,955 127,414 45 Certain assumptions in assessing the interest rate risk were employed in preparing data for the Company included in the preceding table. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under the various interest rate scenarios. It was also assumed that delinquency rates will not change as a result of changes in interest rates although there can be no assurance that this will be the case. Even if interest rates change in the designated amounts, there can be no assurance that the Company's assets and liabilities would perform as set forth above. In addition, a change in 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 the NPV than indicated above. 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 period Page 41 of 50 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. Additionally, 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. Finally, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. The Company considers all of these factors in monitoring its exposure to interest rate risk. The Company does not currently engage in trading activities or use derivative instruments to control interest rate risk. Even though such activities may be permitted with the approval of the Board of Directors, the Company does not intend to engage in such activities in the immediate future. Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company's business activities. Forward Looking Information - Congress passed the Private Securities Litigation Reform Act 0f 1995 in an effort to encourage corporations to provide information about a company's anticipated future financial performance. This act provides a safe harbor for such disclosure which protects companies from unwarranted litigation if actual results are different from management expectations. This report contains forward-looking statements and reflects management's current views and estimates of future economic circumstances, industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company's actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following consolidated financial statements of the Company and subsidiaries, and the independent auditors' report, appearing on Pages 18 through 34 of the Company's 1997 Annual Report to Stockholders is incorporated herein by reference: Consolidated Balance Sheets on Page 18 Consolidated Statements of Earnings on Page 19 Consolidated Statements of Stockholders' Equity on Page 20 Consolidated Statements of Cash Flows on Page 21 Notes to Consolidated Financial Statements on Pages 22 through 33 Independent Auditors' Report on Page 34 Page 42 of 50 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no disagreements with the Company's independent accountants and auditors on any matter of accounting principles or practices or financial statement disclosure. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT For information concerning this item, see "Election of Directors" (Pages 3-7) and "Executive Compensation" (Pages 8-13) in the Proxy Statement for the Annual Meeting of Shareholders held February 19, 1998, which was filed by the Registrant in definitive form with the Commission on January 20, 1998 and is incorporated herein by reference. ITEM 11 - EXECUTIVE COMPENSATION For information concerning this item see "Executive Compensation" (Pages 8-13) in the Proxy Statement for the Annual Meeting of Shareholders held February 19, 1998, which was filed by the Registrant in definitive form with the Commission on January 20, 1998 and is incorporated herein by reference. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT For information concerning this item see "Security Ownership of Certain Beneficial Owners" (Page 4) and "Election of Directors" (Pages 3-7) in the Proxy Statement for the Annual Meeting of Shareholders held February 19, 1998, which was filed by the Registrant in definitive form with the Commission on January 20, 1998 and is incorporated herein by reference. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS For information concerning this item see "Certain Transactions and Relationships" (Page 14) in the Proxy Statement for the Annual Meeting of Page 43 of 50 Shareholders held February 19, 1998, which was filed by the Registrant in definitive form with the Commission on January 20, 1998 and is incorporated herein by reference. PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Hancock Holding Company and Consolidated Subsidiaries (a) 1. and 2. Consolidated Financial Statements: The following have been incorporated herein from the Company's 1997 Annual Report to Stockholders and are incorporated herein by reference: - Independent Auditors' Report - Consolidated Balance Sheets as of December 31, 1997 and 1996 - Consolidated Statements of Earnings for the three years ended December 31, 1997 - Consolidated Statements of Stockholders' Equity for the three years ended December 31, 1997 - Consolidated Statements of Cash Flows for the three years ended December 31, 1997 - Notes to Consolidated Financial Statements for the three years ended December 31, 1997 All other financial statements and schedules are omitted as the required information is inapplicable or the required information is presented in the consolidated financial statements or related notes. (a) 3. Exhibits: (2.1) Agreement and Plan of Merger dated May 30, 1985 among Hancock Holding Company, Hancock Bank and Pascagoula-Moss Point Bank (filed as Exhibit 2 to the Registrant's Form 8-K dated June 6, 1985 and incorporated herein by reference). (2.2) Amendment dated July 9, 1985 to Agreement and Plan of Merger dated May 30, 1985 among Hancock Holding Company, Hancock Bank and Pascagoula-Moss Point Bank (filed as Exhibit 19 to Registrant's Form Page 44 of 50 10-Q for the quarter ended June 30, 1985 and incorporated herein by reference). (2.3) Stock Purchase Agreement dated February 12, 1990 among Hancock Holding Company, Metropolitan Corporation and Metropolitan National Bank (filed as Exhibit 2.3 to Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). (2.4) Modified Purchase and Assumption Agreement dated August 2, 1990, among Hancock Bank of Louisiana and the Federal Deposit Insurance Corporation, receiver of American Bank and Trust Company of Baton Rouge, Louisiana (filed as Exhibit 2.1 to the Registrant's Form 10-Q for the quarter ended June 30, 1990 and incorporated herein by reference). (2.5) Agreement and Plan of Reorganization dated November 30, 1993 among Hancock Holding Company, Hancock Bank of Louisiana and First State Bank and Trust Company of East Baton Rouge Parish, Baker, Louisiana (filed as Exhibit 2.5 to the Registrant's Form 10-K dated December 31, 1993). (2.6) Agreement and Plan of Reorganization dated July 6, 1994 among Hancock Holding Company and Washington Bancorp, Franklinton, Louisiana (filed as Exhibit 2 to the Registrant's Form S-4, Registration Number 33-56505, dated November 16, 1994). (2.7) Agreement and Plan of Reorganization dated August 20, 1994 among Hancock Holding Company and First Denham Bancshares, Inc., Denham Springs, Louisiana (filed as Exhibit 2 to the Registrant's Form S-4, Registration Number 33-56285, dated November 2, 1994). (2.8) Agreement and Plan of Reorganization dated November 15, 1996 among Hancock Holding Company, Hancock Bank of Louisiana, Community Bancshares, Inc. and Community State Bank, Hammond Louisiana (filed as Exhibit 2 to the Registrant's Form S-4, Registration Number 333- 11873, dated September 12, 1996). (2.9) Agreement and Plan of Reorganization dated January 17, 1997 among Hancock Holding Company, Hancock Bank of Louisiana and Southeast Page 45 of 50 National Bank, Hammond, Louisiana (filed as Exhibit 2 to the Registrant's Form S-4, Registration Number 333-14223, dated October 16, 1996). (2.10) Agreement and Plan of Reorganization dated July 16, 1997 among Hancock Holding Company, Hancock Bank of Louisiana and Commerce Corporation, St. Francisville, Louisiana (filed as Exhibit 2 to the Registrant's Form S-4, Registration Number 323-26577, dated May 6, 1997). (3.1) Amended and Restated Articles of Incorporation dated November 8, 1990 (filed as Exhibit 3.1 to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference). (3.2) Amended and Restated Bylaws dated November 8, 1990 (filed as Exhibit 3.2 to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference). (3.3) Articles of Amendment to the Articles of Incorporation of Hancock Holding Company, dated October 16, 1991 (filed as Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended September 30, 1991). (3.4) Articles of Correction, filed with Mississippi Secretary of State on November 15, 1991 (filed as Exhibit 4.2 to the Registrant's Form 10- Q for the quarter ended September 30, 1991). (3.5) Articles of Amendment to the Articles of Incorporation of Hancock Holding Company, adopted February 13, 1992 (filed as Exhibit 3.5 to the Registrant's Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). (3.6) Articles of Correction, filed with Mississippi Secretary of State on March 2, 1992 (filed as Exhibit 3.6 to the Registrant's Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). (3.7) Articles of Amendment to the Articles of Incorporation adopted February 20, 1997 (filed as Exhibit 3.7 to the Registrant's Form 10- K for the year ended December 31, 1996 and incorporated herein by Page 46 of 50 reference). (4.1) Specimen stock certificate (reflecting change in par value from $10.00 to $3.33, effective March 6, 1989) (filed as Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended March 31, 1989 and incorporated herein by reference). (4.2) By executing this Form 10-K, the Registrant hereby agrees to deliver to the Commission upon request copies of instruments defining the rights of holders of long-term debt of the Registrant or its consolidated subsidiaries or its unconsolidated subsidiaries for which financial statements are required to be filed, where the total amount of such securities authorized thereunder does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. (10.1) 1996 Long Term Incentive Plan (filed as Exhibit 10.1 to the Registrant's Form 10-K for the year ended December 31, 1995, and incorporated herein by reference). (10.2) Description of Hancock Bank Executive Supplemental Reimbursement Plan, as amended (filed as Exhibit 10.2 to the Registrant's Form 10- K for the year ended December 31, 1996, and incorporated herein by reference). (10.3) Description of Hancock Bank Automobile Plan (filed as Exhibit 10.3 to the Registrant's Form 10-K for the year ended December 31, 1996, and incorporated herein by reference). (10.4) Description of Deferred Compensation Arrangement for Directors (filed as Exhibit 10.4 to the Registrant's Form 10-K for the year ended December 31, 1996, and incorporated herein by reference). (10.5) Site Lease Agreement between Hancock Bank and City of Gulfport, Mississippi dated as of March 1, 1989 (filed as Exhibit 10.4 to the Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). (10.6) Project Lease Agreement between Hancock Bank and City of Gulfport, Page 47 of 50 Mississippi dated as of March 1, 1989 (filed as Exhibit 10.5 to the Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). (10.7) Deed of Trust dated as of March 1, 1989 from Hancock Bank to Deposit Guaranty National Bank as trustee (filed as Exhibit 10.6 to the Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). (10.8) Trust Indenture between City of Gulfport, Mississippi and Deposit Guaranty National Bank dated as of March 1, 1989 (filed as Exhibit 10.7 to the Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). (10.9) Guaranty Agreement dated as of March 1, 1989 from Hancock Bank to Deposit Guaranty National Bank as trustee (filed as Exhibit 10.8 to the Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). (10.10) Bond Purchase Agreement dated as of February 23, 1989 among Hancock Bank, J. C. Bradford & Co. and City of Gulfport, Mississippi (filed as Exhibit 10.9 to the Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). (13) Annual Report to Stockholders for year ending December 31, 1997 (furnished for the information of the Commission only and not deemed "filed" except for those portions which are specifically incorporated herein by reference). (21) Proxy Statement for the Registrant's Annual Meeting of Shareholders on February 19, 1998 (deemed "filed" for the purposes of this Form 10-K only for those portions which are specifically incorporated herein by reference). Page 48 of 50 (22) Subsidiaries of the Registrant. Jurisdiction Holder of Name Of Incorporation Outstanding Stock (1) - ------------ ---------------- ------------------------ Hancock Bank Mississippi Hancock Holding Company Hancock Bank of Louisiana Louisiana Hancock Holding Company Hancock Bank Securities Corporation Mississippi Hancock Bank Hancock Insurance Agency Mississippi Hancock Bank Hancock Investment Services Inc. Mississippi Hancock Bank Town Properties, Inc. Mississippi Hancock Bank The Gulfport Building, Inc. of Mississippi Mississippi Hancock Bank Harrison Finance Company Mississippi Hancock Bank Hancock Mortgage Corporation Mississippi Hancock Bank and Hancock Bank Securities Corporation Harrison Life Insurance Mississippi 79% owned by Hancock Company Bank (1) All are 100% owned except as indicated. (23) Consent of Independent Accountants. (27) Financial Data Schedule. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the last quarter of the period covered by this report. (c): The response to this portion of Item 14 is submitted as a separate section of this report. (d): Not applicable. Page 49 of 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HANCOCK HOLDING COMPANY DATE March 25, 1998 /s/ Leo W. Seal, Jr. ----------------------- --------------------- By Leo W. Seal, Jr., President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Leo W. Seal, Jr. President and Director March 25, 1998 - ------------------------------ Leo W. Seal, Jr. (Chief Executive Officer) /s/ Joseph F. Boardman, Jr. Director, March 25, 1998 - ------------------------------ Joseph F. Boardman, Jr. Chairman of the Board /s/ Thomas W. Milner, Jr. Director March 25, 1998 - ------------------------------ Thomas W. Milner, Jr. /s/ George A. Schloegel Director, March 25, 1998 - ------------------------------ George A. Schloegel Vice-Chairman of the Board Chief Financial Officer (Principal Accounting and Financial Officer) /s/ Dr. Homer C. Moody, Jr. Director March 25, 1998 - ------------------------------ Dr. Homer C. Moody, Jr. /s/ James B. Estabrook, Jr. Director March 25, 1998 - ------------------------------ James B. Estabrook, Jr. /s/ Charles H. Johnson Director March 25, 1998 - ------------------------------ Charles H. Johnson /s/ L. A. Koenenn, Jr. Director March 25, 1998 - ------------------------------ L. A. Koenenn, Jr. /s/ Victor Mavar Director March 25, 1998 - ------------------------------ Victor Mavar EXHIBIT INDEX 13 Only Pages 5,6,7 and 18-36 of the Registrant's Annual Report to Shareholders expressly incorporated by reference herein are included in this exhibit and, therefore, are filed as a part of this report of Form 10-K. 23 Independent Auditor's Consent. 27 Financial Data Schedule.