NOTE 2 – LOANS AND LEASES

The Company’s loan and lease portfolio is disaggregated into the following segments: commercial and industrial; real estate; credit card; and all other loans and leases. The real estate segment is further disaggregated into the following classes: consumer mortgages; home equity; agricultural; commercial and industrial-owner occupied; construction, acquisition and development; and commercial real estate. A summary of gross loans and leases by segment and class as of the dates indicated follows:



		March 31,		December 31,
		2016	2015	2015

	(In thousands)

Commercial and industrial		$ 1,720,574	$ 1,682,215	$ 1,752,273
Real estate
Consumer mortgages		2,480,828	2,301,112	2,472,202
Home equity		605,228	538,042	589,752
Agricultural		239,422	236,898	259,360
Commercial and industrial-owner occupied		1,654,577	1,518,153	1,617,429
Construction, acquisition and development		966,362	892,730	945,045
Commercial real estate		2,233,742	1,993,473	2,188,048
Credit cards		106,714	106,287	112,165
All other		468,081	492,645	468,052
Gross Loans Total		10,475,528	9,761,555	10,404,326
Less: Unearned Income		30,831	34,585	31,548
Net Loans		$ 10,444,697	$ 9,726,970	$ 10,372,778

The following table shows the Company’s loans and leases, net of unearned income, as of March 31, 2016 by segment, class and geographical location:



	Alabama
	and Florida
	Panhandle	Arkansas	Louisiana	Mississippi	Missouri	Tennessee	Texas	Other	Total
	(In thousands)
Commercial and industrial	$ 150,326	$ 188,911	$ 197,183	$ 702,459	$ 87,479	$ 120,117	$ 224,543	$ 45,459	$ 1,716,477
Real estate
Consumer mortgages	298,267	327,457	221,327	805,657	76,343	277,477	454,925	19,375	2,480,828
Home equity	91,297	41,653	65,239	223,097	23,336	144,591	14,238	1,777	605,228
Agricultural	7,714	82,747	26,854	67,290	3,196	12,274	39,347	-	239,422
Commercial and industrial-owner occupied	200,951	179,923	197,650	677,771	56,581	134,104	207,597	-	1,654,577
Construction, acquisition and development	114,795	104,591	66,009	308,487	23,923	140,730	207,826	1	966,362
Commercial real estate	339,339	362,449	244,741	599,878	198,505	179,555	309,275	-	2,233,742
Credit cards	-	-	-	-	-	-	-	106,714	106,714
All other	66,946	49,535	30,177	177,429	3,066	37,723	54,958	21,513	441,347
Total	$ 1,269,635	$ 1,337,266	$ 1,049,180	$ 3,562,068	$ 472,429	$ 1,046,571	$ 1,512,709	$ 194,839	$ 10,444,697

The Company’s loan concentrations which exceed 10% of total loans are reflected in the preceding tables. A substantial portion of construction, acquisition and development loans are secured by real estate in markets in which the Company is located. The Company’s loan policy generally prohibits the use of interest reserves on loans originated after March 2010. Certain of the construction, acquisition and development loans were structured with interest-only terms. A portion of the consumer mortgage and commercial real estate portfolios originated through the permanent financing of construction, acquisition and development loans. Future economic distress could negatively impact borrowers’ and guarantors’ ability to repay their debt which would make more of the Company’s loans collateral dependent.

The following tables provide details regarding the aging of the Company’s loan and lease portfolio, net of unearned income, by segment and class at March 31, 2016 and December 31, 2015:



	March 31, 2016
							90+ Days
	30-59 Days	60-89 Days	90+ Days	Total		Total	Past Due still
	Past Due	Past Due	Past Due	Past Due	Current	Outstanding	Accruing

	(In thousands)
Commercial and industrial	$ 3,276	$ 1,282	$ 6,355	$ 10,913	$ 1,705,564	$ 1,716,477	$ 150
Real estate
Consumer mortgages	10,481	4,992	15,688	31,161	2,449,667	2,480,828	2,823
Home equity	2,735	257	1,531	4,523	600,705	605,228	-
Agricultural	201	38	-	239	239,183	239,422	-
Commercial and industrial-owner occupied	1,148	1,770	7,138	10,056	1,644,521	1,654,577	1,297
Construction, acquisition and development	1,519	442	1,252	3,213	963,149	966,362	-
Commercial real estate	10,683	1,872	4,809	17,364	2,216,378	2,233,742	-
Credit cards	350	281	342	973	105,741	106,714	297
All other	433	203	100	736	440,611	441,347	-
Total	$ 30,826	$ 11,137	$ 37,215	$ 79,178	$ 10,365,519	$ 10,444,697	$ 4,567



	December 31, 2015
							90+ Days
	30-59 Days	60-89 Days	90+ Days	Total		Total	Past Due still
	Past Due	Past Due	Past Due	Past Due	Current	Outstanding	Accruing

	(In thousands)
Commercial and industrial	$ 2,038	$ 817	$ 4,731	$ 7,586	$ 1,740,188	$ 1,747,774	$ 60
Real estate
Consumer mortgages	13,827	4,692	13,604	32,123	2,440,079	2,472,202	1,655
Home equity	2,589	268	1,896	4,753	584,999	589,752	-
Agricultural	176	139	-	315	259,045	259,360	-
Commercial and industrial-owner occupied	1,189	3,105	4,034	8,328	1,609,101	1,617,429	-
Construction, acquisition and development	1,017	207	2,409	3,633	941,412	945,045	-
Commercial real estate	2,840	187	6,286	9,313	2,178,735	2,188,048	-
Credit cards	420	343	323	1,086	111,079	112,165	298
All other	628	262	105	995	440,008	441,003	-
Total	$ 24,724	$ 10,020	$ 33,388	$ 68,132	$ 10,304,646	$ 10,372,778	$ 2,013

The Company utilizes an internal loan classification system to grade loans according to certain credit quality indicators. These credit quality indicators include, but are not limited to, recent credit performance, delinquency, liquidity, cash flows, debt coverage ratios, collateral type and loan-to-value ratio. The Company’s internal loan classification system is compatible with classifications used by the Federal Deposit Insurance Corporation, as well as other regulatory agencies. Loans may be classified as follows:

Pass: Loans which are performing as agreed with few or no signs of weakness. These loans show sufficient cash flow, capital and collateral to repay the loan as agreed.

Special Mention: Loans where potential weaknesses have developed which could cause a more serious problem if not corrected.

Substandard: Loans where well-defined weaknesses exist that require corrective action to prevent further deterioration.

Doubtful: Loans having all the characteristics of Substandard and which have deteriorated to a point where collection and liquidation in full is highly questionable.

Loss: Loans that are considered uncollectible or with limited possible recovery.

Impaired: Loans for which it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement and for which a specific impairment reserve has been considered.

The following tables provide details of the Company’s loan and lease portfolio, net of unearned income, by segment, class and internally assigned grade at March 31, 2016 and December 31, 2015:


	March 31, 2016
		Special
	Pass	Mention	Substandard	Doubtful	Loss	Impaired (1)	Total

	(In thousands)
Commercial and industrial	$ 1,672,249	$ -	$ 35,633	$ 394	$ -	$ 8,201	$ 1,716,477
Real estate
Consumer mortgages	2,407,869	-	69,215	11	-	3,733	2,480,828
Home equity	593,500	-	9,938	-	-	1,790	605,228
Agricultural	229,935	-	8,632	-	-	855	239,422
Commercial and industrial-owner occupied	1,595,424	-	47,293	-	-	11,860	1,654,577
Construction, acquisition and development	944,533	-	15,908	-	-	5,921	966,362
Commercial real estate	2,166,616	-	49,440	400	-	17,286	2,233,742
Credit cards	106,714	-	-	-	-	-	106,714
All other	436,409	-	4,838	100	-	-	441,347
Total	$ 10,153,249	$ -	$ 240,897	$ 905	$ -	$ 49,646	$ 10,444,697

(1)

Impaired loans are shown exclusive of accruing troubled debt restructurings (“TDRs”)


	December 31, 2015
		Special
	Pass	Mention	Substandard	Doubtful	Loss	Impaired (1)	Total

	(In thousands)
Commercial and industrial	$ 1,721,118	$ -	$ 19,529	$ -	$ -	$ 7,127	$ 1,747,774
Real estate
Consumer mortgages	2,399,081	-	68,768	363	-	3,990	2,472,202
Home equity	577,539	-	10,418	-	-	1,795	589,752
Agricultural	250,579	-	7,909	-	-	872	259,360
Commercial and industrial-owner occupied	1,554,984	-	50,304	-	-	12,141	1,617,429
Construction, acquisition and development	920,372	-	17,090	-	-	7,583	945,045
Commercial real estate	2,124,448	-	45,658	161	-	17,781	2,188,048
Credit cards	112,165	-	-	-	-	-	112,165
All other	433,333	-	7,465	102	-	103	441,003
Total	$ 10,093,619	$ -	$ 227,141	$ 626	$ -	$ 51,392	$ 10,372,778

(1)

Impaired loans are shown exclusive of accruing troubled debt restructurings (“TDRs”)

The following tables provide details regarding impaired loans and leases, net of unearned income, which exclude accruing TDRs by segment and class as of and for the three months ended March 31, 2016 and as of and for the year ended December 31, 2015:



	March 31, 2016
		Unpaid		Average Recorded Investment	Interest Income Recognized
	Recorded	Principal	Related	Three months	Three months
	Investment	Balance of	Allowance	ended	ended
	in Impaired	Impaired	for Credit	March 31,	March 31,
	Loans	Loans	Losses	2016	2016

	(In thousands)
With no related allowance:
Commercial and industrial	$ 6,841	$ 13,772	$ -	$ 6,884	$ 23
Real estate:
Consumer mortgages	3,733	4,468	-	3,591	14
Home equity	1,790	1,790	-	1,792	4
Agricultural	305	363	-	311	3
Commercial and industrial-owner occupied	10,150	11,467	-	10,220	108
Construction, acquisition and development	5,692	5,761	-	5,825	3
Commercial real estate	5,014	5,884	-	4,329	23
All other	-	-	-	-	-
Total	$ 33,525	$ 43,505	$ -	$ 32,952	$ 178

With an allowance:
Commercial and industrial	$ 1,360	$ 1,672	$ 570	$ 509	$ 4
Real estate:
Consumer mortgages	-	-	-	696	-
Home equity	-	-	-	-	-
Agricultural	550	550	191	550	-
Commercial and industrial-owner occupied	1,710	1,709	809	1,833	-
Construction, acquisition and development	229	229	4	1,142	-
Commercial real estate	12,272	12,693	696	12,453	64
All other	-	-	-	-	-
Total	$ 16,121	$ 16,853	$ 2,270	$ 17,183	$ 68

Total:
Commercial and industrial	$ 8,201	$ 15,444	$ 570	$ 7,393	$ 27
Real estate:
Consumer mortgages	3,733	4,468	-	4,287	14
Home equity	1,790	1,790	-	1,792	4
Agricultural	855	913	191	861	3
Commercial and industrial-owner occupied	11,860	13,176	809	12,053	108
Construction, acquisition and development	5,921	5,990	4	6,967	3
Commercial real estate	17,286	18,577	696	16,782	87
All other	-	-	-	-	-
Total	$ 49,646	$ 60,358	$ 2,270	$ 50,135	$ 246



	December 31, 2015
		Unpaid
	Recorded	Principal	Related
	Investment	Balance of	Allowance	Average	Interest
	in Impaired	Impaired	for Credit	Recorded	Income
	Loans	Loans	Losses	Investment	Recognized

	(In thousands)
With no related allowance:
Commercial and industrial	$ 7,055	$ 13,986	$ -	$ 3,749	$ 95
Real estate:
Consumer mortgages	3,990	4,545	-	3,579	76
Home equity	1,795	1,795	-	744	7
Agricultural	322	380	-	142	6
Commercial and industrial-owner occupied	12,141	13,332	-	6,904	226
Construction, acquisition and development	5,969	6,052	-	3,553	25
Commercial real estate	5,017	6,879	-	7,944	202
All other	103	103	-	172	3
Total	$ 36,392	$ 47,072	$ -	$ 26,787	$ 640

With an allowance:
Commercial and industrial	$ 72	$ 383	$ 78	$ 3,635	$ 84
Real estate:
Consumer mortgages	-	-	-	368	9
Home equity	-	-	-	668	15
Agricultural	550	550	159	47	-
Commercial and industrial-owner occupied	-	-	326	1,866	51
Construction, acquisition and development	1,614	1,614	677	300	-
Commercial real estate	12,764	13,185	1,110	3,582	44
All other	-	-	-	-	-
Total	$ 15,000	$ 15,732	$ 2,350	$ 10,466	$ 203

Total:
Commercial and industrial	$ 7,127	$ 14,369	$ 78	$ 7,384	$ 179
Real estate:
Consumer mortgages	3,990	4,545	-	3,947	85
Home equity	1,795	1,795	-	1,412	22
Agricultural	872	930	159	189	6
Commercial and industrial-owner occupied	12,141	13,332	326	8,770	277
Construction, acquisition and development	7,583	7,666	677	3,853	25
Commercial real estate	17,781	20,064	1,110	11,526	246
All other	103	103	-	172	3
Total	$ 51,392	$ 62,804	$ 2,350	$ 37,253	$ 843

(1)

Impaired loans are shown exclusive of accruing troubled debt restructurings (“TDRs”)

The following tables provide details regarding impaired loans and leases, net of unearned income, which include accruing TDRs, by segment and class as of and for the three months ended March 31, 2016 and as of and for the year ended December 31, 2015:


	March 31, 2016
	Recorded	Unpaid Principal		Average Recorded Investment	Interest Income Recognized
	Investment	Balance of	Related	Three months	Three months
	in Impaired	Impaired Loans	Allowance	ended	ended
	Loans and	and	for Credit	March 31,	March 31,
	Accruing TDRs	Accruing TDRs	Losses	2016	2016
	(In thousands)
With no related allowance:
Commercial and industrial	$ 6,841	$ 13,772	$ -	$ 6,884	$ 23
Real estate:
Consumer mortgages	3,733	4,468	-	3,591	14
Home equity	1,790	1,790	-	1,792	4
Agricultural	305	363	-	311	3
Commercial and industrial-owner occupied	10,150	11,467	-	10,220	108
Construction, acquisition and development	5,692	5,761	-	5,825	3
Commercial real estate	5,014	5,884	-	4,329	23
All other	-	-	-	-	-
Total	$ 33,525	$ 43,505	$ -	$ 32,952	$ 178
With an allowance:
Commercial and industrial	$ 2,283	$ 2,610	$ 671	$ 1,411	$ 14
Real estate:
Consumer mortgages	1,170	1,342	208	2,254	12
Home equity	20	30	1	20	-
Agricultural	577	577	196	582	-
Commercial and industrial-owner occupied	6,608	6,821	998	7,346	45
Construction, acquisition and development	1,614	1,614	43	2,538	10
Commercial real estate	12,959	13,593	1,109	13,214	72
Credit card	868	868	26	904	90
All other	902	952	13	796	7
Total	$ 27,001	$ 28,407	$ 3,265	$ 29,065	$ 250
Total:
Commercial and industrial	$ 9,124	$ 16,382	$ 671	$ 8,295	$ 37
Real estate:
Consumer mortgages	4,903	5,810	208	5,845	26
Home equity	1,810	1,820	1	1,812	4
Agricultural	882	940	196	893	3
Commercial and industrial-owner occupied	16,758	18,288	998	17,566	153
Construction, acquisition and development	7,306	7,375	43	8,363	13
Commercial real estate	17,973	19,477	1,109	17,543	95
Credit card	868	868	26	904	90
All other	902	952	13	796	7
Total	$ 60,526	$ 71,912	$ 3,265	$ 62,017	$ 428


	December 31, 2015
		Recorded	Unpaid Principal
		Investment	Balance of	Related
		in Impaired	Impaired Loans	Allowance	Average	Interest
		Loans and	and	for Credit	Recorded	Income
		Accruing TDRs	Accruing TDRs	Losses	Investment	Recognized
		(In thousands)
With no related allowance:
Commercial and industrial		$ 7,055	$ 13,986	$ -	$ 3,749	$ 95
Real estate:
Consumer mortgages		3,990	4,545	-	3,579	76
Home equity		1,795	1,795	-	744	7
Agricultural		322	380	-	142	6
Commercial and industrial-owner occupied		12,141	13,332	-	6,904	226
Construction, acquisition and development		5,969	6,052	-	3,553	25
Commercial real estate		5,017	6,879	-	7,944	202
All other		103	103	-	172	3
Total		$ 36,392	$ 47,072	$ -	$ 26,787	$ 640

With an allowance:
Commercial and industrial		$ 968	$ 1,294	$ 181	$ 4,251	$ 114
Real estate:
Consumer mortgages		1,787	1,896	226	2,056	75
Home equity		20	30	3	674	15
Agricultural		586	586	162	56	-
Commercial and industrial-owner occupied		5,900	6,245	518	6,816	235
Construction, acquisition and development		3,328	3,328	721	1,759	42
Commercial real estate		13,616	14,250	1,217	7,802	187
Credit cards		939	939	34	1,024	102
All other		405	604	30	213	7
Total		$ 27,549	$ 29,172	$ 3,092	$ 24,651	$ 777

Total:
Commercial and industrial		$ 8,023	$ 15,280	$ 181	$ 8,000	$ 209
Real estate:
Consumer mortgages		5,777	6,441	226	5,635	151
Home equity		1,815	1,825	3	1,418	22
Agricultural		908	966	162	198	6
Commercial and industrial-owner occupied		18,041	19,577	518	13,720	461
Construction, acquisition and development		9,297	9,380	721	5,312	67
Commercial real estate		18,633	21,129	1,217	15,746	389
Credit cards		939	939	34	1,024	102
All other		508	707	30	385	10
Total		$ 63,941	$ 76,244	$ 3,092	$ 51,438	$ 1,417

Loans considered impaired under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 310, Receivables (“FASB ASC 310”), are loans for which, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company’s recorded investment in loans considered impaired exclusive of accruing TDRs at March 31, 2016 and December 31, 2015 was $49.6 million and $51.4 million, respectively. At March 31, 2016 and December 31, 2015, $16.1 million and $15.0 million, respectively, of those impaired loans had a valuation allowance of $2.3 million and $2.4 million, respectively. The remaining balance of impaired loans of $33.5 million and $36.4 million at March 31, 2016 and December 31, 2015, respectively, were charged down to fair value, less estimated selling costs which approximated net realizable value. Therefore, such loans did not have an associated valuation allowance. Impaired loans that were characterized as TDRs totaled $11.5 million and $12.5 million at March 31, 2016 and December 31, 2015, respectively. The average recorded investment in impaired loans was $50.1 million for the three months ended March 31, 2016 and $37.3 million for the year ended December 31, 2015.

Non-performing loans and leases (“NPLs”) consist of non-accrual loans and leases, loans and leases 90 days or more past due and still accruing, and loans and leases that have been restructured (primarily in the form of reduced interest rates and modified payment terms) because of the borrower’s weakened financial condition or bankruptcy proceedings. The following table presents information concerning NPLs as of the dates indicated:



		March 31,		December 31,
		2016	2015	2015

	(In thousands)

Non-accrual loans and leases		$ 81,926	$ 54,418	$ 83,028
Loans and leases 90 days or more past due, still accruing		4,567	1,615	2,013
Restructured loans and leases still accruing		7,753	5,433	9,876
Total non-performing loans and leases		$ 94,246	$ 61,466	$ 94,917

The Bank’s policy for all loan classifications provides that loans and leases are generally placed in non-accrual status if, in management’s opinion, payment in full of principal or interest is not expected or payment of principal or interest is more than 90 days past due, unless such loan or lease is both well-secured and in the process of collection. At March 31, 2016, the Company’s geographic NPL distribution was concentrated primarily in its Arkansas and Mississippi markets. The following table presents the Company’s nonaccrual loans and leases by segment and class as of the dates indicated:



	March 31,		December 31,
	2016	2015	2015

	(In thousands)
Commercial and industrial	$ 10,248	$ 3,923	$ 8,493
Real estate
Consumer mortgages	22,968	21,435	21,637
Home equity	3,564	2,269	4,021
Agricultural	932	259	921
Commercial and industrial-owner occupied	16,633	9,687	16,512
Construction, acquisition and development	7,720	5,111	9,130
Commercial real estate	19,417	11,107	21,741
Credit cards	188	118	188
All other	256	509	385
Total	$ 81,926	$ 54,418	$ 83,028

In the normal course of business, management will sometimes grant concessions, which would not otherwise be considered, to borrowers that are experiencing financial difficulty. Loans identified as meeting the criteria set out in FASB ASC 310 are identified as TDRs. The concessions granted most frequently for TDRs involve reductions or delays in required payments of principal and interest for a specified period, the rescheduling of payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan. In most cases, the conditions of the credit also warrant nonaccrual status, even after the restructure occurs. Other conditions that warrant a loan being considered a TDR include reductions in interest rates to below market rates due to bankruptcy plans or by the bank in an attempt to assist the borrower in working through liquidity problems. As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure. TDRs recorded as nonaccrual loans may generally be returned to accrual status in years after the restructure if there has been at least a six-month period of sustained repayment performance by the borrower in accordance with the terms of the restructured loan and the interest rate at the time of restructure was at or above market for a comparable loan. During the first quarter of 2016, the most common concessions that were granted involved rescheduling payments of principal and interest over a longer amortization period, granting a period of reduced principal payment or interest only payment for a limited time period, or the rescheduling of payments in accordance with a bankruptcy plan.

The following tables summarize the financial effect of TDRs recorded during the periods indicated:



	Three months ended March 31, 2016
		Pre-Modification	Post-Modification
	Number	Outstanding	Outstanding
	of	Recorded	Recorded
	Contracts	Investment	Investment

	(Dollars in thousands)
Commercial and industrial	3	$ 606	$ 605
Real estate
Consumer mortgages	4	119	118
Commercial real estate	1	2,726	362
All other	3	716	713
Total	11	$ 4,167	$ 1,798



	Year ended December 31, 2015
		Pre-Modification	Post-Modification
	Number	Outstanding	Outstanding
	of	Recorded	Recorded
	Contracts	Investment	Investment
	(Dollars in thousands)
Commercial and industrial	11	$ 1,472	$ 1,452
Real estate
Consumer mortgages	21	1,230	1,144
Home equity	1	20	20
Agricultural	3	37	36
Commercial and industrial-owner occupied	13	6,357	6,329
Construction, acquisition and development	3	217	215
Commercial real estate	9	12,565	12,144
All other	7	94	88
Total	68	$ 21,992	$ 21,428

The tables below summarize TDRs within the previous 12 months for which there was a payment default during the period indicated (i.e., 30 days or more past due at any given time during the period indicated).



	Three months ended March 31, 2016
	Number of	Recorded
	Contracts	Investment

	(Dollars in thousands)
Real estate
Consumer mortgages	2	$ 47
Commercial and industrial-owner occupied	1	406
Construction, acquisition and development	1	14
Commercial real estate	1	9,335
All other	1	5
Total	6	$ 9,807



	Year ended December 31, 2015
	Number of	Recorded
	Contracts	Investment
	(Dollars in thousands)
Commercial and industrial	1	$ 84
Real estate
Consumer mortgages	4	226
Commercial and industrial-owner occupied	1	20
Construction, acquisition and development	1	517
All other	2	197
Total	9	$ 1,044