Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Net Assets Acquired, Liabilities Assumed and Consideration Transferred at Fair Value

The following table provides the assets purchased, the liabilities assumed and the consideration transferred:

Statement of Net Assets Acquired (at fair value) and Consideration Transferred (in millions except per share)
	Fair value of net assets acquired at date of acquisition June 4, 2011		Subsequent acquisition-date adjustments			As recorded by HHC December 31, 2011
ASSETS
Cash and cash equivalents	$	957	$	—		$	957
Loans held for sale		57		—			57
Securities		2,635		1			2,636
Loans and leases		6,456		(9	)		6,447
Property and equipment		284		(21	)		263
Other intangible assets (1)		266		(42	)		224
Other assets		580		(7	)		573
Total identifiable assets		11,235		(78	)		11,157
LIABILITIES
Deposits		9,182		—			9,182
Borrowings		776		—			776
Other liabilities		175		(3	)		172
Total liabilities		10,133		(3	)		10,130
Net identifiable assets acquired		1,102		(75	)		1,027
Goodwill (2)		514		75			589
Net assets acquired	$	1,616		—		$	1,616
CONSIDERATION:
Hancock Holding Company common shares issued		41
Purchase price per share of the Company’s common stock (3)		32.04
Company common stock issued and cash exchanged for fractional shares	$	1,307
Stock options converted		1
Cash paid for TARP preferred stock and warrants		308
Fair value of total consideration transferred	$	1,616

(1) Intangible assets consists of core deposit intangible of $189.4 million, trade name of $11.7 million, trust relationships of $11.1 million, and credit card relationships of $11.3 million.

The amortization life is 12—20 years for the CDI intangible asset; 15 years for credit card relationships, 12 years for trust and 2.5 years for trade name intangible asset.

They will be amortized on an accelerated basis.

(2) No goodwill is expected to be deductible for federal income tax purposes. The goodwill will be primarily allocated to the Whitney Bank segment.

(3) The value of the shares of common stock exchanged with Whitney shareholders was based upon the closing price of the Company’s common stock at June 3, 2011, the last traded day prior to the date of acquisition.

Reconciliation of Goodwill and Other Indefinite Lived Intangibles

The following table (in thousands) provides a reconciliation of goodwill:

Goodwill balance at December 31, 2010	$	61,631
Additions:
Goodwill from Whitney acquistion at acquisition date		513,917
Purchase accounting fair value adjustments subsequent to acquisition date made during the fourth quarter of 2011		75,614
Goodwill balance at December 31, 2011	$	651,162
Reductions:
Deferred tax purchase accounting adjustment made during 2012		(22,285	)
Goodwill balance at December 31, 2012	$	628,877

Results of Operations

These unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the acquisition occurred at the beginning of the earliest period presented, nor are they intended to represent or be indicative of future results of operations.

	Twelve Months Ended
	December 31, 2011		December 31, 2010
(In millions)
Total revenues , net of interest expense	$	979	$	983
Net Income	$	124	$	94

Loans at Acquisition Date

Loans at the acquisition date of June 4, 2011 are presented in the following table.

	Acquired Impaired		Acquired Performing		Total Acquired Loans
	(In thousands)
Commercial non-real estate	$	128,813	$	2,414,002	$	2,542,815
Commercial real estate owner-occupied		91,885		856,583		948,468
Construction and land development		159,438		564,795		724,233
Commercial real estate non-owner occupied		86,573		839,258		925,831
Total commercial/real estate		466,709		4,674,638		5,141,347
Residential mortgage		68,780		818,152		886,932
Consumer		—		418,563		418,563
Total	$	535,489	$	5,911,353	$	6,446,842

Acquired Impaired Loans at Acquisition Date

The following table presents information about the acquired impaired loans at acquisition (in thousands).

Contractually required principal and interest payments	$	880,612
Nonaccretable difference		212,987
Cash flows expected to be collected		667,625
Accretable difference		132,136
Fair value of loans acquired with a deterioration of credit quality	$	535,489

Changes in Liability

The following table presents the changes in the liability for 2012 and 2011. Payments are expected to continue into 2014.

	December 31,
	2012			2011
Balance, January 1	$	23,183		$	—
Adjustments		1,127			57,964
Cash Payments		(16,145	)		(34,781	)
Balance, December 31	$	8,165		$	23,183

Whitney Holding Corporation [Member]

Breakdown of Merger Expenses

The following table provides a breakdown (in thousands) of merger expenses by category:

	Years Ended December 31,
	2012			2011
Personnel	$	9,450		$	13,960
Net occupancy expense		611			330
Equipment		2,235			552
Data processing expense		3,116			3,163
Professional services expense		24,436			40,902
Postage and communications		375			897
Advertising		5,360			5,958
Printing and supplies		957			568
Insurance expense		—			3,177
Other expense		(751	)		17,255
Total merger-related expenses	$	45,789		$	86,762