TUPELO, Miss., Jan. 25, 2016 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and year ended December 31, 2015.

Highlights for the fourth quarter of 2015 included:


    --  Net income of $21.2 million or $0.22 per diluted share.
    --  Net operating income of $31.4 million or $0.33 per diluted share.
    --  Generated net loan growth of $153.2 million, or 5.9 percent on an
        annualized basis and deposit growth of $189.2 million, or 6.7 percent on
        an annualized basis.
    --  Net interest margin remained stable at 3.58 percent.
    --  Continued stable credit quality resulted in no recorded provision for
        credit losses for the quarter.
    --  Other real estate owned ("OREO") declined $8.9 million, or 37.7 percent,
        as a result of the disposition of several large parcels of property. 
        Related foreclosed property expense was elevated at $3.0 million.
    --  Incurred a charge in the fourth quarter of 2015 of $16.5 million related
        to the settlement of the 2010 class action lawsuit for $24 million
        related to overdraft fees.

The Company reported net income of $21.2 million, or $0.22 per diluted share, for the fourth quarter of 2015 compared with net income of $28.7 million, or $0.30 per diluted share, for the fourth quarter of 2014 and net income of $34.3 million, or $0.36 per diluted share, for the third quarter of 2015. Additionally, the Company reported net income of $127.5 million, or $1.33 per diluted share, for the year ended December 31, 2015 compared to $116.8 million, or $1.21 per diluted share, for the year ended December 31, 2014.

The Company reported net operating income of $31.4 million, or $0.33 per diluted share, for the fourth quarter of 2015 compared to $28.7 million, or $0.30 per diluted share, for the fourth quarter of 2014 and $34.3 million, or $0.36 per diluted share, for the third quarter of 2015.

"Our fourth quarter results were impacted by elevated non-interest expense, particularly related to the legal settlement," remarked Dan Rollins, BancorpSouth Chairman and Chief Executive Officer. "While this settlement has an adverse impact on current quarter earnings, we believe it was in the best interest of our shareholders to put this case behind us and move forward. We also had the opportunity to dispose of several large parcels of foreclosed property, including our largest individual property, resulting in an $8.9 million decline in total OREO. Despite elevated legal and foreclosed property expense, we continue to be pleased with our core fundamental performance. We reported nice loan and deposit growth for the quarter. Additionally, both our net interest margin and our credit quality indicators remained stable. Finally, we continue to challenge expenses as many of our other core expense line items were either flat or down for the quarter.

"Additionally, we have begun settlement discussions with the Consumer Financial Protection Bureau and the U.S. Department of Justice regarding their joint investigation of our fair lending practices. While it is too early to speculate on the potential timing or outcome of these discussions, we are pleased that these agencies have opened this dialogue with us and we are working toward a resolution. However, if we are able to reach a settlement of this investigation, there is no guarantee that the terms would permit our pending mergers to move forward." The Company is currently unable to estimate any potential liability that may result from this matter. Prior to the filing of the Annual Report on Form 10-K for 2015, should a settlement be reached that results in a liability, the financial information in this release could be revised.

Net Interest Revenue

Net interest revenue was $111.2 million for the fourth quarter of 2015, an increase of 4.5 percent from $106.4 million for the fourth quarter of 2014 and an increase of 0.1 percent from $111.1 million for the third quarter of 2015. The fully taxable equivalent net interest margin was 3.58 percent for the fourth quarter of 2015 compared to 3.60 percent for the fourth quarter of 2014 and 3.59 percent for the third quarter of 2015. Yields on loans and leases were 4.15 percent for the fourth quarter of 2015 compared with 4.30 percent for the fourth quarter of 2014 and 4.22 percent for the third quarter of 2015, while yields on total interest earning assets were 3.79 percent for the fourth quarter of 2015 compared with 3.85 percent for the fourth quarter of 2014 and 3.82 percent for the third quarter of 2015. The average cost of deposits was 0.21 percent for the fourth quarter of 2015 compared to 0.25 percent for the fourth quarter of 2014 and 0.22 percent for the third quarter of 2015.

Asset, Deposit and Loan Activity

Total assets were $13.8 billion at December 31, 2015 compared with $13.3 billion at December 31, 2014. Loans and leases, net of unearned income, were $10.4 billion at December 31, 2015 compared with $9.7 billion at December 31, 2014.

Total deposits were $11.3 billion at December 31, 2015 compared with $11.0 billion at December 31, 2014. A decrease in time deposits of $140.1 million, or 7.0 percent, at December 31, 2015 compared to December 31, 2014 was more than offset by growth in other lower cost deposits. Noninterest bearing demand deposits increased $252.8 million, or 9.1 percent, over the same period. Additionally, savings deposits increased $110.4 million, or 8.3 percent, while interest bearing demand deposits increased $135.8 million, or 2.8 percent, over the same period.

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the quarter reflect no recorded provision for credit losses, compared to no recorded provision for the fourth quarter of 2014 and a negative provision of $3.0 million for the third quarter of 2015. Total non-performing assets ("NPAs") were $109.7 million, or 1.06 percent of net loans and leases, at December 31, 2015 compared with $105.7 million, or 1.09 percent of net loans and leases, at December 31, 2014, and $113.9 million, or 1.11 percent of net loans and leases, at September 30, 2015.

Net charge-offs for the fourth quarter of 2015 were $6.6 million, compared with net charge-offs of $1.5 million for the fourth quarter of 2014 and net charge-offs of $2.3 million for the third quarter of 2015. Gross charge-offs were $9.5 million for the fourth quarter of 2015, compared with $4.9 million for the fourth quarter of 2014 and $7.4 million for the third quarter of 2015. Gross recoveries of previously charged-off loans were $3.0 million for the fourth quarter of 2015, compared with $3.3 million for the fourth quarter of 2014 and $5.1 million for the third quarter of 2015. Annualized net charge-offs were 0.25 percent of average loans and leases for the fourth quarter of 2015, compared with annualized net charge-offs of 0.06 percent for the fourth quarter of 2014 and annualized net charge-offs of 0.09 percent for the third quarter of 2015.

Non-performing loans ("NPLs") were $95.0 million, or 0.92 percent of net loans and leases, at December 31, 2015, compared with $71.7 million, or 0.74 percent of net loans and leases, at December 31, 2014, and $90.3 million, or 0.88 percent of net loans and leases, at September 30, 2015. The allowance for credit losses was $126.5 million, or 1.22 percent of net loans and leases, at December 31, 2015 compared with $142.4 million, or 1.47 percent of net loans and leases, at December 31, 2014 and $133.0 million, or 1.30 percent of net loans and leases, at September 30, 2015.

NPLs at December 31, 2015 consisted primarily of $83.0 million of nonaccrual loans, compared with $70.2 million of nonaccrual loans at September 30, 2015. NPLs at December 31, 2015 also included $2.0 million of loans 90 days or more past due and still accruing, compared with $1.4 million of such loans at September 30, 2015, and included restructured loans still accruing of $9.9 million at December 31, 2015, compared with $18.6 million of such loans at September 30, 2015. Early stage past due loans, representing loans 30-89 days past due, totaled $24.6 million at December 31, 2015 compared to $25.6 million at September 30, 2015.

OREO decreased $8.9 million to $14.8 million during the fourth quarter of 2015 from $23.7 million at September 30, 2015. This net decrease reflected $1.6 million of OREO added through foreclosure, offset by sales of OREO of $8.2 million. Write-downs in the value of existing properties were $2.3 million for the fourth quarter of 2015 compared to $0.5 million for the third quarter of 2015. Sales of OREO during the fourth quarter of 2015 resulted in a net loss of $0.5 million compared to a net gain of $0.2 million for the third quarter of 2015. At December 31, 2015, OREO was carried at 39.3 percent of the aggregate loan balances at the time of foreclosure, compared with 42.8 percent at September 30, 2015.

Noninterest Revenue

Noninterest revenue was $67.4 million for the fourth quarter of 2015, compared with $63.5 million for the fourth quarter of 2014 and $63.0 million for the third quarter of 2015. These results included a positive MSR valuation adjustment of $2.9 million for the fourth quarter of 2015 compared with a negative MSR valuation adjustment of $3.4 million for the fourth quarter of 2014 and a negative MSR valuation adjustment of $5.3 million for the third quarter of 2015. Valuation adjustments in the MSR asset are driven primarily by fluctuations in interest rates period over period.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $7.7 million for the fourth quarter of 2015, compared with $6.7 million for the fourth quarter of 2014 and $7.6 million for the third quarter of 2015. Mortgage origination volume for the fourth quarter of 2015 was $310.0 million, compared with $256.3 million for the fourth quarter of 2014 and $402.2 million for the third quarter of 2015.

Credit and debit card fee revenue was $9.4 million for the fourth quarter of 2015, compared with $9.9 million for the fourth quarter of 2014 and $9.3 million for the third quarter of 2015. Deposit service charge revenue was $11.8 million for the fourth quarter of 2015, compared with $12.5 million for the fourth quarter of 2014 and $12.2 million for the third quarter of 2015. Insurance commission revenue was $25.3 million for the fourth quarter of 2015, compared with $25.4 million for the fourth quarter of 2014 and $28.6 million for the third quarter of 2015. Wealth management revenue was $5.4 million for the fourth quarter of 2015, compared with $5.9 million for the fourth quarter of 2014 and $5.6 million for the third quarter of 2015.

Noninterest Expense

Noninterest expense for the fourth quarter of 2015 was $148.4 million, compared with $130.0 million for the fourth quarter of 2014 and $126.5 million for the third quarter of 2015. Non-interest expense for the fourth quarter of 2015 included the $16.5 million legal charge related to the settlement of the class action lawsuit related to overdraft fees. The settlement plus estimated administrative fees totaled $24.5 million, $8.0 million of which was accrued in prior years. Salaries and employee benefits expense was $80.2 million for the fourth quarter of 2015 compared to $76.8 million for the fourth quarter of 2014 and $81.4 million for the third quarter of 2015. Foreclosed property expense was $3.0 million for the fourth quarter of 2015 compared with $4.6 million for the fourth quarter of 2014 and $0.8 million for the third quarter of 2015. Deposit insurance assessments were $2.6 million for the fourth quarter of 2015 compared to $2.4 million for the fourth quarter of 2014 and $2.2 million for the third quarter of 2015.

Capital Management

The Company's equity capitalization is comprised entirely of common stock. BancorpSouth's ratio of shareholders' equity to assets was 12.00 percent at December 31, 2015, compared with 12.05 percent at December 31, 2014 and 11.93 percent at September 30, 2015. The ratio of tangible shareholders' equity to tangible assets was 9.96 percent at December 31, 2015, compared with 9.92 percent at December 31, 2014 and 9.88 percent at September 30, 2015.

Estimated regulatory capital ratios at December 31, 2015 were calculated in accordance with the Basel III capital framework. BancorpSouth is a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 12.31 percent at December 31, 2015 and total risk based capital of 13.40 percent, compared with required minimum levels of 8 percent and 10 percent, respectively, for "well capitalized" classification.

Transactions

On January 8, 2014, the Company announced the signing of a definitive merger agreement with Ouachita Bancshares Corp., parent company of Ouachita Independent Bank (collectively referred to as "OIB"), headquartered in Monroe, Louisiana, pursuant to which Ouachita Bancshares Corp. will be merged with and into the Company. OIB operates 11 full-service banking offices along the I-20 corridor and has a loan production office in Madison, Mississippi. As of December 31, 2015, OIB, on a consolidated basis, reported total assets of $652.9 million, total loans of $463.8 million and total deposits of $562.0 million. Under the terms of the definitive agreement, the Company will issue approximately 3,675,000 shares of the Company's common stock plus $22.875 million in cash for all outstanding shares of Ouachita Bancshares Corp.'s capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Board of Directors of each company and was approved by OIB shareholders on April 8, 2014. On February 25, 2015, the Company re-filed the merger application for the merger with Ouachita Bancshares Corp. with the appropriate regulatory agencies. On June 30, 2015, the Company announced the merger agreement was extended through December 31, 2015 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. Although the merger agreement has not been extended beyond December 31, 2015, the amended agreement remains in effect until terminated by the Board of Directors of the Company or OIB. The terms of the amended agreement provide for a minimum total deal value of $111.1 million but also allow Ouachita Bancshares Corp. to terminate the agreement if the average closing price of the Company's common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

On January 21, 2014, the Company announced the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, pursuant to which Central Community Corporation will be merged with and into the Company. Central Community Corporation is the parent company of First State Bank Central Texas ("First State Bank"), which is headquartered in Austin, Texas. First State Bank operates 31 full-service banking offices in central Texas. As of December 31, 2015, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $615.0 million and total deposits of $1.2 billion. Under the terms of the definitive agreement, the Company will issue approximately 7,250,000 shares of the Company's common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation's capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Board of Directors of each company and was approved by Central Community Corporation shareholders on April 24, 2014. On February 25, 2015, the Company re-filed the merger application for the merger with Central Community Corporation with the appropriate regulatory agencies. On June 30, 2015, the Company announced the merger agreement was extended through December 31, 2015 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. Although the merger agreement has not been extended beyond December 31, 2015, the amended agreement remains in effect until terminated by the Board of Directors of the Company or Central Community Corporation. The terms of the amended agreement provide for a minimum total deal value of $202.5 million but also allow Central Community Corporation to terminate the agreement if the average closing price of the Company's common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

For additional information regarding the status of the merger with Ouachita Bancshares Corp. and the status of the merger with Central Community Corporation, please refer to the Current Report on Form 8-K that was previously filed with the Securities and Exchange Commission (the "SEC") on July 24, 2014, Part II, Item 5 of the Quarterly Report on Form 10-Q that was previously filed with the SEC on August 6, 2014, the Current Report on Form 8-K that was previously filed with the SEC on September 4, 2014, the Annual Report on Form 10-K that was previously filed with the SEC on February 24, 2015, and the Current Report on Form 8-K that was previously filed with the SEC on July 1, 2015.

Summary

Rollins concluded, "I am proud of our team's continued progress as we all work together to improve our financial and operating performance. During 2015, our constant focus on expense control allowed us to keep total non-interest expense essentially flat for the year, excluding the impact of the class action settlement. We grew net loans and leases by 6.8 percent and total deposits by 3.3 percent while maintaining a stable net interest margin. Credit quality improved as well, as evidenced by our improvement in classified asset levels, low levels of net charge-offs, and negative provision for credit losses for the year. As we look forward to 2016, I'm confident our team of professionals will find a way to deliver on our goal of growing shareholder value."

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2015 results on January 26, 2016, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth's website at http://www.bancorpsouth.com. A replay of the conference call will be available at BancorpSouth's website for at least two weeks following the call.

About BancorpSouth, Inc.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.8 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 241 full service branch locations as well additional mortgage, insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

Forward-Looking Statements

Certain statements contained in this news release may not be based upon historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "could," "estimate," "expect," "foresee," "hope," "intend," "may," "might," "plan," "will," or "would" or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation, the Company's ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program, the terms, timing and outcome of the settlement discussions in connection with the joint investigation by the Consumer Financial Protection Bureau (the "CFPB") and the United States Department of Justice ("DOJ") of the Company's fair lending practices, the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company's products and services if the proposed mergers close, the outcome of any instituted, pending or threatened material litigation, amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company's non-performing loans and leases, additions to OREO, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, continued weakness in the economic environment, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company's reserve for losses from representation and warranty obligations, the Company's foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, troubled debt restructurings, diversification of the Company's revenue stream, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, cost saving initiatives, improvement in the Company's efficiencies, operating expense trends, future acquisitions and consideration to be used therefor, and the impact of certain claims and ongoing, pending or threatened litigation, administrative and investigatory matters.

The Company cautions readers not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors may include, but are not limited to, the Company's ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program, when and whether the joint investigation by the CFPB and the DOJ of the Company's fair lending practices is resolved by settlement and, if so, on what terms, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company's provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from the significant amount of the Company's OREO, limitations on the Company's ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company's operations, the short-term and long-term impact of changes to banking capital standards on the Company's regulatory capital and liquidity, the impact of regulations on service charges on the Company's core deposit accounts, the susceptibility of the Company's business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company's ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the Company's ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company's growth strategy, interruptions or breaches in the Company's information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company's issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company's press and news releases, reports and other filings with the SEC. Forward-looking statements speak only as of the date that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release.



                                                                                        BancorpSouth, Inc.

                                                                                  Selected Financial Information

                                                                           (Dollars in thousands, except per share data)

                                                                                            (Unaudited)



                                          Quarter Ended             Quarter Ended                                   Quarter Ended             Quarter Ended              Quarter Ended

                                                         12/31/2015                     9/30/2015                                 6/30/2015                 3/31/2015                  12/31/2014
                                                         ----------                     ---------                                 ---------                 ---------                  ----------

    Earnings Summary:

    Interest revenue                                       $118,050                       $118,201                                   $114,630                   $113,497                     $114,237

    Interest expense                                          6,820                          7,131                                      7,321                      7,424                        7,792
                                                              -----                          -----                                      -----                      -----                        -----

    Net interest revenue                                    111,230                        111,070                                    107,309                    106,073                      106,445

    Provision for credit
     losses                                                       -                       (3,000)                                   (5,000)                   (5,000)                           -
                                                                ---                        ------                                     ------                     ------                          ---

    Net interest revenue, after provision

       for credit losses                                    111,230                        114,070                                    112,309                    111,073                      106,445

    Noninterest revenue                                      67,386                         62,953                                     74,314                     73,315                       63,513

    Noninterest expense                                     148,351                        126,450                                    128,177                    136,933                      130,046
                                                            -------                        -------                                    -------                    -------                      -------

    Income before income taxes                               30,265                         50,573                                     58,446                     47,455                       39,912

    Income tax expense                                        9,096                         16,230                                     18,733                     15,189                       11,252
                                                              -----                         ------                                     ------                     ------                       ------

    Net income                                              $21,169                        $34,343                                    $39,713                    $32,266                      $28,660
                                                            =======                        =======                                    =======                    =======                      =======


    Balance Sheet - Period End Balances

    Total assets                                        $13,798,662                    $13,787,424                                $13,634,931                $13,630,322                  $13,326,369

    Total earning assets                                 12,656,791                     12,663,944                                 12,492,532                 12,468,322                   12,163,897

    Total securities                                      2,082,329                      2,161,125                                  2,251,153                  2,194,373                    2,156,927

    Loans and leases, net of
     unearned income                                     10,372,778                     10,219,576                                 10,007,571                  9,726,970                    9,712,936

    Allowance for credit
     losses                                                 126,458                        133,009                                    138,312                    136,660                      142,443

    Total deposits                                       11,331,161                     11,141,946                                 11,134,961                 11,252,654                   10,972,339

    Long-term debt                                           69,775                         71,868                                     73,962                     76,055                       78,148

    Total shareholders' equity                            1,655,444                      1,644,820                                  1,680,196                  1,645,208                    1,606,059


    Balance Sheet - Average Balances

    Total assets                                        $13,724,595                    $13,632,581                                $13,516,546                $13,457,668                  $13,131,130

    Total earning assets                                 12,628,685                     12,548,967                                 12,443,960                 12,398,058                   12,038,265

    Total securities                                      2,110,195                      2,207,935                                  2,211,931                  2,190,989                    2,180,000

    Loans and leases, net of
     unearned income                                     10,321,299                     10,110,995                                  9,868,318                  9,670,987                    9,579,059

    Total deposits                                       11,182,750                     11,140,542                                 11,148,246                 11,126,210                   10,802,194

    Long-term debt                                           69,775                         71,868                                     73,962                     76,078                       79,387

    Total shareholders' equity                            1,650,924                      1,680,123                                  1,659,991                  1,624,496                    1,613,239


    Nonperforming Assets:

    Non-accrual loans and
     leases                                                 $83,028                        $70,237                                    $67,766                    $54,418                      $58,052

    Loans and leases 90+ days
     past due, still accruing                                 2,013                          1,436                                      1,568                      1,615                        2,763

    Restructured loans and
     leases, still accruing                                   9,876                         18,578                                     10,109                      5,433                       10,920

    Non-performing loans
     (NPLs)                                                  94,917                         90,251                                     79,443                     61,466                       71,735
                                                             ------                         ------                                     ------                     ------                       ------

    Other real estate owned                                  14,759                         23,696                                     24,299                     27,889                       33,984
                                                             ------                         ------                                     ------                     ------                       ------

    Non-performing assets
     (NPAs)                                                $109,676                       $113,947                                   $103,742                    $89,355                     $105,719
                                                           ========                       ========                                   ========                    =======                     ========


    Financial Ratios and Other Data:

    Return on average assets                                  0.61%                         1.00%                                     1.18%                     0.97%                       0.87%

    Return on average
     shareholders' equity                                     5.09%                         8.11%                                     9.60%                     8.06%                       7.05%

    Return on tangible equity                                 6.25%                        10.23%                                    11.66%                     9.84%                       8.81%

    Pre-tax pre-provision
     return on average assets                                 0.87%                         1.38%                                     1.59%                     1.29%                       1.21%

    Noninterest income to
     average assets                                           1.95%                         1.83%                                     2.21%                     2.21%                       1.92%

    Noninterest expense to
     average assets                                           4.29%                         3.68%                                     3.80%                     4.13%                       3.93%

    Net interest margin-fully
     taxable equivalent                                       3.58%                         3.59%                                     3.54%                     3.56%                       3.60%

    Net interest rate spread                                  3.48%                         3.49%                                     3.44%                     3.46%                       3.49%

    Efficiency ratio (tax
     equivalent)                                             81.86%                        71.56%                                    69.52%                    75.17%                      75.25%

    Loan/deposit ratio                                       91.54%                        91.72%                                    89.88%                    86.44%                      88.52%

    Price to earnings mult
     (avg)                                                    18.17                          16.98                                      18.80                      18.43                        18.45

    Market value to book value                              136.46%                       135.80%                                   148.34%                   136.26%                     134.91%

    Market value to book value
     (avg)                                                  142.53%                       140.68%                                   142.10%                   127.91%                     130.16%

    Market value to tangible
     book value                                             168.15%                       167.71%                                   182.42%                   168.52%                     167.95%

    Market value to tangible
     book value (avg)                                       175.64%                       173.74%                                   174.75%                   158.20%                     162.04%

    Headcount FTE                                             3,970                          3,903                                      3,935                      3,924                        3,948



    Credit Quality Ratios:

    Net (recoveries) charge-
     offs to average loans and
     leases (annualized)                                      0.25%                         0.09%                                   (0.27%)                     0.03%                       0.06%

    Provision for credit
     losses to average loans
     and leases (annualized)                                  0.00%                       (0.12%)                                   (0.20%)                   (0.21%)                       0.00%

    Allowance for credit
     losses to net loans and
     leases                                                   1.22%                         1.30%                                     1.38%                     1.40%                       1.47%

    Allowance for credit
     losses to non-performing
     loans and leases                                       133.23%                       147.38%                                   174.10%                   222.33%                     198.57%

    Allowance for credit
     losses to non-performing
     assets                                                 115.30%                       116.73%                                   133.32%                   152.94%                     134.74%

    Non-performing loans and
     leases to net loans and
     leases                                                   0.92%                         0.88%                                     0.79%                     0.63%                       0.74%

    Non-performing assets to
     net loans and leases                                     1.06%                         1.11%                                     1.04%                     0.92%                       1.09%


    Equity Ratios:

    Total shareholders' equity
     to total assets                                         12.00%                        11.93%                                    12.32%                    12.07%                      12.05%

    Tangible shareholders'
     equity to tangible assets                                9.96%                         9.88%                                    10.26%                     9.99%                       9.92%



    Capital Adequacy:

    Common  Equity Tier 1
     capital                                                 12.11%                        12.08%                                    12.60%                    12.60%                         N/A

    Tier 1 capital                                           12.31%                        12.29%                                    12.81%                    12.81%                      13.26%

    Total capital                                            13.40%                        13.45%                                    14.04%                    14.07%                      14.52%

    Tier 1 leverage capital                                  10.61%                        10.56%                                    10.96%                    10.71%                      10.55%

       Estimated for current quarter


    Common Share Data:

    Basic earnings per share                                  $0.22                          $0.36                                      $0.41                      $0.33                        $0.30

    Diluted earnings per share                                 0.22                           0.36                                       0.41                       0.33                         0.30

    Cash dividends per share                                   0.10                           0.10                                       0.08                       0.08                         0.08

    Book value per share                                      17.58                          17.50                                      17.37                      17.04                        16.69

    Tangible book value per
     share                                                    14.27                          14.17                                      14.12                      13.78                        13.40

    Market value per share
     (last)                                                   23.99                          23.77                                      25.76                      23.22                        22.51

    Market value per share
     (high)                                                   27.23                          26.54                                      26.68                      23.68                        23.28

    Market value per share
     (low)                                                    22.44                          22.09                                      22.83                      19.64                        19.22

    Market value per share
     (avg)                                                    25.06                          24.62                                      24.68                      21.80                        21.72

    Dividend payout ratio                                    44.46%                        28.01%                                    18.25%                    22.40%                      25.17%

    Total shares outstanding                             94,162,728                     93,969,994                                 96,755,530                 96,544,502                   96,254,903

    Average shares outstanding
     -basic                                              94,111,408                     96,202,871                                 96,625,794                 96,359,885                   96,173,000

    Average shares outstanding
     -diluted                                            94,384,443                     96,467,728                                 96,957,441                 96,653,401                   96,506,827



    Yield/Rate:

    (Taxable equivalent basis)

    Loans, loans held for
     sale, and leases net of
     unearned income                                          4.15%                         4.22%                                     4.23%                     4.31%                       4.30%

    Available-for-sale securities:

      Taxable                                                 1.48%                         1.40%                                     1.40%                     1.54%                       1.43%

      Tax-exempt                                              5.32%                         5.32%                                     5.44%                     5.40%                       5.30%

    Short-term investments                                    0.22%                         0.20%                                     0.24%                     0.22%                       0.24%

      Total interest earning
       assets and revenue                                     3.79%                         3.82%                                     3.78%                     3.80%                       3.85%

    Deposits                                                  0.21%                         0.22%                                     0.23%                     0.24%                       0.25%

      Demand -interest bearing                                0.18%                         0.18%                                     0.19%                     0.18%                       0.18%

      Savings                                                 0.12%                         0.12%                                     0.12%                     0.12%                       0.12%

      Other time                                              0.71%                         0.76%                                     0.79%                     0.82%                       0.87%

    Short-term borrowings                                     0.12%                         0.12%                                     0.11%                     0.12%                       0.11%

    Total int bearing dep & s/
     t borrowings                                             0.28%                         0.30%                                     0.31%                     0.31%                       0.33%

    Junior subordinated debt                                  2.93%                         2.87%                                     2.86%                     2.84%                       2.82%

    Long-term debt                                            2.95%                         2.91%                                     2.90%                     2.88%                       2.86%

      Total interest bearing
       liabilities and expense                                0.31%                         0.32%                                     0.34%                     0.34%                       0.36%

    Interest bearing
     liabilities to interest
     earning assets                                          69.23%                        69.68%                                    70.36%                    71.13%                      70.57%

    Net interest tax
     equivalent adjustment                                   $2,601                         $2,558                                     $2,628                     $2,653                       $2,736




                                                                                           BancorpSouth, Inc.

                                                                                       Consolidated Balance Sheets

                                                                                               (Unaudited)


                                                 Dec-15                        Sep-15                              Jun-15             Mar-15             Dec-14
                                                 ------                        ------                              ------             ------             ------

                                                        (Dollars in thousands)

    Assets
    ------

    Cash and due from
     banks                                                 $154,192                      $159,923                            $183,541           $199,337            $204,231

    Interest bearing
     deposits with other
     banks                                                   43,777                       113,068                              34,438            360,469             153,019

    Available-for-sale
     securities, at fair
     value                                                2,082,329                     2,161,125                           2,251,153          2,194,373           2,156,927

    Loans and leases                                     10,404,326                    10,254,013                          10,041,455          9,761,555           9,749,540

      Less:  Unearned income                                 31,548                        34,437                              33,884             34,585              36,604

                 Allowance for credit
                  losses                                    126,458                       133,009                             138,312            136,660             142,443

    Net loans and leases                                 10,246,320                    10,086,567                           9,869,259          9,590,310           9,570,493

    Loans held for sale                                     157,907                       170,175                             199,370            186,510             141,015

    Premises and
     equipment, net                                         308,125                       304,317                             303,837            305,335             304,943

    Accrued interest
     receivable                                              40,901                        41,599                              41,065             42,933              41,985

    Goodwill                                                291,498                       291,498                             291,498            291,498             291,498

    Other identifiable
     intangibles                                             20,545                        21,466                              22,415             23,476              24,508

    Bank owned life
     insurance                                              251,534                       249,825                             247,983            246,148             247,076

    Other real estate
     owned                                                   14,759                        23,696                              24,299             27,889              33,984

    Other assets                                            186,775                       164,165                             166,073            162,044             156,690

    Total Assets                                        $13,798,662                   $13,787,424                         $13,634,931        $13,630,322         $13,326,369
                                                        ===========                   ===========                         ===========        ===========         ===========

    Liabilities
    -----------

    Deposits:

      Demand:  Noninterest
       bearing                                           $3,031,528                    $3,053,439                          $2,911,972         $2,914,949          $2,778,686

                      Interest bearing                    5,003,806                     4,794,656                           4,881,469          4,979,710           4,868,054

      Savings                                             1,442,336                     1,409,856                           1,407,616          1,395,857           1,331,963

      Other time                                          1,853,491                     1,883,995                           1,933,904          1,962,138           1,993,636

    Total deposits                                       11,331,161                    11,141,946                          11,134,961         11,252,654          10,972,339

    Federal funds purchased and

        securities sold under agreement

        to repurchase                                       405,937                       425,203                             375,980            384,829             388,166

    Short-term Federal Home Loan Bank borrowings

       and other short-term
        borrowing                                            62,000                       224,500                              92,500              1,500               3,500

    Accrued interest
     payable                                                  3,071                         3,353                               3,494              3,371               3,400

    Junior subordinated
     debt securities                                         23,198                        23,198                              23,198             23,198              23,198

    Long-term debt                                           69,775                        71,868                              73,962             76,055              78,148

    Other liabilities                                       248,076                       252,536                             250,640            243,507             251,559

    Total Liabilities                                    12,143,218                    12,142,604                          11,954,735         11,985,114          11,720,310

    Shareholders' Equity
    --------------------

    Common stock                                            235,407                       234,925                             241,889            241,361             240,637

    Capital surplus                                         282,934                       278,998                             337,272            331,016             324,271

    Accumulated other
     comprehensive loss                                    (41,825)                     (36,355)                           (41,288)          (37,033)           (43,686)

    Retained earnings                                     1,178,928                     1,167,252                           1,142,323          1,109,864           1,084,837

    Total Shareholders'
     Equity                                               1,655,444                     1,644,820                           1,680,196          1,645,208           1,606,059

    Total Liabilities &
     Shareholders' Equity                               $13,798,662                   $13,787,424                         $13,634,931        $13,630,322         $13,326,369
                                                        ===========                   ===========                         ===========        ===========         ===========




                                                                                              BancorpSouth, Inc.

                                                                                      Consolidated Average Balance Sheets

                                                                                                  (Unaudited)


                                                 Dec-15                        Sep-15                                     Jun-15             Mar-15             Dec-14
                                                 ------                        ------                                     ------             ------             ------

                                                        (Dollars in thousands)

    Assets
    ------

    Cash and due from
     banks                                                 $159,696                         $159,569                                $152,792           $132,734            $166,941

    Interest bearing
     deposits with other
     banks                                                   69,552                           72,438                                 212,634            426,792             165,713

    Available-for-sale
     securities, at fair
     value                                                2,110,195                        2,207,935                               2,211,931          2,190,989           2,180,000

    Loans and leases                                     10,353,913                       10,144,874                               9,903,034          9,706,941           9,615,125

      Less:  Unearned income                                 32,614                           33,879                                  34,716             35,954              36,066

                 Allowance for credit
                  losses                                    132,375                          137,547                                 140,483            141,299             143,842

    Net loans and leases                                 10,188,924                        9,973,448                               9,727,835          9,529,688           9,435,217

    Loans held for sale                                     127,638                          157,598                                 151,077            109,291             113,493

    Premises and
     equipment, net                                         306,881                          304,948                                 305,335            305,277             306,630

    Accrued interest
     receivable                                              38,142                           38,847                                  38,268             39,279              39,034

    Goodwill                                                291,498                          291,498                                 291,498            291,498             291,498

    Other identifiable
     intangibles                                             20,880                           21,812                                  22,780             23,834              24,910

    Bank owned life
     insurance                                              250,577                          248,798                                 246,872            246,538             245,584

    Other real estate
     owned                                                   21,049                           24,008                                  27,190             32,062              39,209

    Other assets                                            139,563                          131,682                                 128,334            129,686             122,901

    Total Assets                                        $13,724,595                      $13,632,581                             $13,516,546        $13,457,668         $13,131,130
                                                        ===========                      ===========                             ===========        ===========         ===========

    Liabilities
    -----------

    Deposits:

      Demand:  Noninterest
       bearing                                           $3,106,947                       $2,992,903                              $2,895,451         $2,807,816          $2,837,919

                      Interest bearing                    4,782,234                        4,822,567                               4,899,467          4,985,577           4,617,998

      Savings                                             1,421,361                        1,413,187                               1,404,336          1,358,565           1,321,000

      Other time                                          1,872,208                        1,911,885                               1,948,992          1,974,252           2,025,277

    Total deposits                                       11,182,750                       11,140,542                              11,148,246         11,126,210          10,802,194

    Federal funds purchased and

        securities sold under agreement

        to repurchase                                       466,865                          439,503                                 399,447            398,237             426,842

    Short-term Federal Home Loan Bank borrowings

       and other short-term
        borrowing                                           107,408                           62,136                                   6,555              3,056               2,261

    Accrued interest
     payable                                                  3,340                            3,600                                   3,457              3,338               3,630

    Junior subordinated
     debt securities                                         23,198                           23,198                                  23,198             23,198              23,198

    Long-term debt                                           69,775                           71,868                                  73,962             76,078              79,387

    Other liabilities                                       220,335                          211,611                                 201,690            203,055             180,379

    Total Liabilities                                    12,073,671                       11,952,458                              11,856,555         11,833,172          11,517,891

    Shareholders' Equity
    --------------------

    Common stock                                            235,227                          240,473                                 241,540            240,992             240,436

    Capital surplus                                         282,076                          325,118                                 332,993            326,476             323,372

    Accumulated other
     comprehensive loss                                    (38,618)                        (40,476)                               (38,534)          (39,529)           (22,747)

    Retained earnings                                     1,172,239                        1,155,008                               1,123,992          1,096,557           1,072,178

    Total Shareholders'
     Equity                                               1,650,924                        1,680,123                               1,659,991          1,624,496           1,613,239

    Total Liabilities &
     Shareholders' Equity                               $13,724,595                      $13,632,581                             $13,516,546        $13,457,668         $13,131,130
                                                        ===========                      ===========                             ===========        ===========         ===========



                                                                                                                  BancorpSouth, Inc.

                                                                                                     Consolidated Condensed Statements of Income

                                                                                                    (Dollars in thousands, except per share data)

                                                                                                                     (Unaudited)


                                                                      Quarter Ended                           YTD
                                                                    -------------                         ---

                                                      Dec-15                        Sep-15                  Jun-15                                Mar-15            Dec-14          Dec-15               Dec-14
                                                      ------                        ------                  ------                                ------            ------          ------               ------

    INTEREST REVENUE:

    Loans and leases                                         $107,164                      $107,086                     $103,428                           $102,135        $103,172             $419,813        $404,559

    Deposits with other banks                                      40                            36                          126                                236             101                  438             532

    Available-for-sale securities:

        Taxable                                                 6,550                         6,490                        6,424                              6,844           6,429               26,308          27,755

        Tax-exempt                                              3,137                         3,226                        3,335                              3,377           3,471               13,075          14,462

    Loans held for sale                                         1,159                         1,363                        1,317                                905           1,064                4,744           2,949
                                                                -----                         -----                        -----                                ---           -----                -----           -----

            Total interest revenue                            118,050                       118,201                      114,630                            113,497         114,237              464,378         450,257
                                                              -------                       -------                      -------                            -------         -------              -------         -------


    INTEREST EXPENSE:

    Interest bearing demand                                     2,166                         2,209                        2,262                              2,183           2,070                8,820           7,851

    Savings                                                       434                           431                          426                                412             411                1,703           1,614

    Other time                                                  3,356                         3,646                        3,827                              4,008           4,453               14,837          20,675

    Federal funds purchased and securities sold

       under agreement to repurchase                              112                           104                           85                                 82              89                  383             331

    Long-term debt                                                581                           571                          556                                577             603                2,285           2,463

    Junior subordinated debt                                      171                           168                          165                                163             165                  667             659

    Other                                                           -                            2                            -                               (1)              1                    1               2
                                                                  ---                          ---                          ---                               ---             ---                  ---             ---

            Total interest expense                              6,820                         7,131                        7,321                              7,424           7,792               28,696          33,595
                                                                -----                         -----                        -----                              -----           -----               ------          ------


            Net interest revenue                              111,230                       111,070                      107,309                            106,073         106,445              435,682         416,662

      Provision for credit losses                                   -                      (3,000)                     (5,000)                           (5,000)              -            (13,000)              -
                                                                  ---                       ------                       ------                             ------             ---             -------             ---

            Net interest revenue, after provision for

              credit losses                                   111,230                       114,070                      112,309                            111,073         106,445              448,682         416,662
                                                              -------                       -------                      -------                            -------         -------              -------         -------


    NONINTEREST REVENUE:

    Mortgage lending                                           10,522                         2,339                       14,102                              8,567           3,250               35,530          22,671

    Credit card, debit card and
     merchant fees                                              9,414                         9,282                        9,298                              8,539           9,921               36,533          35,303

    Deposit service charges                                    11,836                        12,150                       11,527                             11,252          12,538               46,765          50,622

    Security gains, net                                            48                            33                           41                                 14              18                  136              37

    Insurance commissions                                      25,348                        28,584                       29,319                             33,493          25,376              116,744         114,842

    Wealth Management                                           5,375                         5,567                        5,508                              6,210           5,925               22,660          23,940

    Other                                                       4,843                         4,998                        4,519                              5,240           6,485               19,600          21,731
                                                                -----                         -----                        -----                              -----           -----               ------          ------

            Total noninterest revenue                          67,386                        62,953                       74,314                             73,315          63,513              277,968         269,146
                                                               ------                        ------                       ------                             ------          ------              -------         -------


    NONINTEREST EXPENSE:

    Salaries and employee benefits                             80,177                        81,354                       79,759                             81,179          76,751              322,469         307,828

    Occupancy, net of rental income                            10,434                        10,819                       10,419                             10,194          10,500               41,866          41,345

    Equipment                                                   3,569                         3,742                        4,024                              3,974           3,996               15,309          16,869

    Deposit insurance assessments                               2,630                         2,191                        2,377                              2,311           2,430                9,509           8,190

    Other                                                      51,541                        28,344                       31,598                             39,275          36,369              150,758         144,174
                                                               ------                        ------                       ------                             ------          ------              -------         -------

            Total noninterest expenses                        148,351                       126,450                      128,177                            136,933         130,046              539,911         518,406
                                                              -------                       -------                      -------                            -------         -------              -------         -------

            Income before income taxes                         30,265                        50,573                       58,446                             47,455          39,912              186,739         167,402

    Income tax expense                                          9,096                        16,230                       18,733                             15,189          11,252               59,248          50,652
                                                                -----                        ------                       ------                             ------          ------               ------          ------

            Net income                                        $21,169                       $34,343                      $39,713                            $32,266         $28,660             $127,491        $116,750
                                                              =======                       =======                      =======                            =======         =======             ========        ========


    Net income per share: Basic                                 $0.22                         $0.36                        $0.41                              $0.33           $0.30                $1.33           $1.22
                                                                =====                         =====                        =====                              =====           =====                =====           =====

                                      Diluted                   $0.22                         $0.36                        $0.41                              $0.33           $0.30                $1.33           $1.21
                                                                =====                         =====                        =====                              =====           =====                =====           =====



                                                                                      BancorpSouth, Inc.

                                                                                      Selected Loan Data

                                                                                    (Dollars in thousands)

                                                                                         (Unaudited)


                                                      Quarter Ended
                                                    -------------

                                  Dec-15                            Sep-15                                 Jun-15             Mar-15            Dec-14
                                  ------                            ------                                 ------             ------            ------

    LOAN AND LEASE PORTFOLIO:

    Commercial and
     industrial                           $1,747,774                        $1,710,497                             $1,730,142        $1,676,366         $1,746,486

    Real estate

       Consumer mortgages                  2,472,202                         2,447,132                              2,374,122         2,301,112          2,257,726

       Home equity                           589,752                           573,566                                558,460           538,042            531,374

       Agricultural                          259,360                           252,381                                239,884           236,898            239,616

       Commercial and
        industrial-owner
        occupied                           1,617,429                         1,605,811                              1,596,244         1,518,153          1,522,536

       Construction,
        acquisition and
        development                          945,045                           900,875                                860,407           892,730            853,623

       Commercial real
        estate                             2,188,048                         2,141,398                              2,081,394         1,993,473          1,961,977

    Credit cards                             112,165                           109,576                                110,552           106,287            113,426

    All other                                441,003                           478,340                                456,366           463,909            486,172
                                             -------                           -------                                -------           -------            -------

         Total loans                     $10,372,778                       $10,219,576                            $10,007,571        $9,726,970         $9,712,936
                                         -----------                       -----------                            -----------        ----------         ----------


    ALLOWANCE FOR CREDIT LOSSES:

    Balance, beginning
     of period                              $133,009                          $138,312                               $136,660          $142,443           $143,950


    Loans and leases charged-off:

    Commercial and
     industrial                              (6,193)                          (2,010)                               (1,436)            (383)           (1,179)

    Real estate

       Consumer mortgages                    (1,146)                          (1,382)                                 (575)            (892)             (900)

       Home equity                             (147)                            (314)                                 (245)            (498)              (93)

       Agricultural                             (16)                              (9)                                     -              (8)               (4)

       Commercial and
        industrial-owner
        occupied                               (357)                            (645)                                 (404)            (394)             (220)

       Construction,
        acquisition and
        development                            (221)                            (203)                                 (272)            (343)             (566)

       Commercial real
        estate                                 (122)                          (1,477)                               (1,117)          (1,007)             (463)

    Credit cards                               (723)                            (706)                                 (527)            (676)             (580)

    All other                                  (623)                            (628)                                 (441)            (579)             (847)

         Total loans
          charged-off                        (9,548)                          (7,374)                               (5,017)          (4,780)           (4,852)
                                              ------                            ------                                 ------            ------             ------


    Recoveries:

    Commercial and
     industrial                                  354                               897                                    282               502                298

    Real estate

       Consumer mortgages                        596                               461                                  1,024               612                821

       Home equity                               123                                90                                    185               241                102

       Agricultural                               20                                59                                     36               269                 16

       Commercial and
        industrial-owner
        occupied                                 307                             1,831                                    146               550                216

       Construction,
        acquisition and
        development                            1,061                             1,084                                  8,978               604                897

       Commercial real
        estate                                   149                               187                                    600               720                623

    Credit cards                                 152                               170                                    183               153                160

    All other                                    235                               292                                    235               346                212

         Total recoveries                      2,997                             5,071                                 11,669             3,997              3,345
                                               -----                             -----                                 ------             -----              -----


    Net (charge-offs)
     recoveries                              (6,551)                          (2,303)                                 6,652             (783)           (1,507)


    Provision charged
     to operating
     expense                                       -                          (3,000)                               (5,000)          (5,000)                 -

    Balance, end of
     period                                 $126,458                          $133,009                               $138,312          $136,660           $142,443
                                            --------                          --------                               --------          --------           --------


    Average loans for
     period                              $10,321,299                       $10,110,995                             $9,868,318        $9,670,987         $9,579,059
                                         ===========                       ===========                             ==========        ==========         ==========


    Ratio:

    Net (charge-offs)
     recoveries to
     average loans
     (annualized)                              0.25%                            0.09%                               (0.27%)            0.03%             0.06%
                                                ====                              ====                                 ======              ====               ====



                                                                                                         BancorpSouth, Inc.

                                                                                                         Selected Loan Data

                                                                                                       (Dollars in thousands)

                                                                                                            (Unaudited)


                                                                          Quarter Ended
                                                                        -------------

                                                        Dec-15                          Sep-15                                Jun-15           Mar-15            Dec-14
                                                        ------                          ------                                ------           ------            ------

    NON-PERFORMING ASSETS

    NON-PERFORMING LOANS AND LEASES:

      Nonaccrual Loans and Leases

        Commercial and
         industrial                                              $8,493                         $15,697                                 $9,740            $3,923             $3,934

        Real estate

           Consumer mortgages                                    21,637                          21,959                                 21,636            21,435             23,668

           Home equity                                            4,021                           3,664                                  3,550             2,269              2,253

           Agricultural                                             921                             484                                    259               259                291

           Commercial and
            industrial-owner
            occupied                                             16,512                          12,690                                 14,007             9,687             11,190

           Construction,
            acquisition and
            development                                           9,130                           4,240                                  5,411             5,111              4,162

           Commercial real
            estate                                               21,741                          10,730                                 12,397            11,107             11,915

        Credit cards                                                188                             215                                    157               118                133

        All other                                                   385                             558                                    609               509                506
                                                                    ---                             ---                                    ---               ---                ---

             Total nonaccrual
              loans and leases                                  $83,028                         $70,237                                $67,766           $54,418            $58,052
                                                                -------                         -------                                -------           -------            -------


      Loans and Leases 90+ Days Past Due, Still Accruing:

        Commercial and
         industrial                                                 $60                             $58                                    $20               $30                $41

        Real estate

           Consumer mortgages                                     1,655                           1,068                                  1,022             1,256              1,828

           Home equity                                                -                              -                                   141                 -                 -

           Agricultural                                               -                              -                                     -                -                 -

           Commercial and
            industrial-owner
            occupied                                                  -                              -                                    14                 -                39

           Construction,
            acquisition and
            development                                               -                              -                                     -                -               387

           Commercial real
            estate                                                    -                              -                                     -                -               137

        Credit cards                                                298                             310                                    342               329                327

        All other                                                     -                              -                                    29                 -                 4

             Total loans and
              leases 90+ days
              past due, still
              accruing                                            2,013                           1,436                                  1,568             1,615              2,763
                                                                  -----                           -----                                  -----             -----              -----


      Restructured Loans
       and Leases, Still
       Accruing                                                   9,876                          18,578                                 10,109             5,433             10,920

         Total non-
          performing loans
          and leases                                             94,917                          90,251                                 79,443            61,466             71,735
                                                                 ------                          ------                                 ------            ------             ------


    OTHER REAL ESTATE
     OWNED:                                                      14,759                          23,696                                 24,299            27,889             33,984
                                                                 ------                          ------                                 ------            ------             ------


    Total Non-
     performing Assets                                         $109,676                        $113,947                               $103,742           $89,355           $105,719
                                                               ========                        ========                               ========           =======           ========


    Additions to
     Nonaccrual Loans
     and Leases During
     the Quarter                                                $34,050                         $22,271                                $35,315           $23,607            $21,952
                                                                =======                         =======                                =======           =======            =======


      Loans and Leases 30-89 Days Past Due, Still
       Accruing:

        Commercial and
         industrial                                              $2,409                          $4,985                                 $3,081            $3,270             $2,319

        Real estate

           Consumer mortgages                                    15,128                          10,789                                 10,622             9,955             11,412

           Home equity                                            2,456                           1,455                                  2,527             2,594              2,047

           Agricultural                                             303                             393                                    116               161                366

           Commercial and
            industrial-owner
            occupied                                              1,018                           3,888                                  2,643             3,026                912

           Construction,
            acquisition and
            development                                           1,070                           1,218                                  1,120             5,471              4,811

           Commercial real
            estate                                                  830                             798                                  1,651             3,032              1,510

        Credit cards                                                677                             788                                    529               581                739

        All other                                                   744                           1,334                                  1,481             1,014              1,698
                                                                    ---                           -----                                  -----             -----              -----

             Total Loans and
              Leases 30-89 days
              past due, still
              accruing                                          $24,635                         $25,648                                $23,770           $29,104            $25,814
                                                                =======                         =======                                =======           =======            =======


    Credit Quality Ratios:

    Provision for credit
     losses to average
     loans and leases
     (annualized)                                                 0.00%                        (0.12%)                               (0.20%)          (0.21%)             0.00%

    Allowance for credit
     losses to net loans
     and leases                                                   1.22%                          1.30%                                 1.38%            1.40%             1.47%

    Allowance for credit
     losses to non-
     performing loans
     and leases                                                 133.23%                        147.38%                               174.10%          222.33%           198.57%

    Allowance for credit
     losses to non-
     performing assets                                          115.30%                        116.73%                               133.32%          152.94%           134.74%

    Non-performing
     loans and leases to
     net loans and
     leases                                                       0.92%                          0.88%                                 0.79%            0.63%             0.74%

    Non-performing
     assets to net loans
     and leases                                                   1.06%                          1.11%                                 1.04%            0.92%             1.09%



                                                                                                  BancorpSouth, Inc.

                                                                                                  Selected Loan Data

                                                                                                (Dollars in thousands)

                                                                                                     (Unaudited)


                                                                 December 31, 2015
                                                               -----------------

                                                                                   Special

                                                 Pass                                Mention                           Substandard          Doubtful        Loss                 Impaired          Total
                                                 ----                                -------                           -----------          --------        ----                 --------          -----

    LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:

    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 loans                                  $10,093,619                     $                -                           $227,141            $626   $                -           $51,392       $10,372,778
                                                      ===========                     ==================                           ========            ====   ==================           =======       ===========



                                                               September 30, 2015
                                                               ------------------

                                                                                   Special

                                                 Pass                                Mention                           Substandard          Doubtful        Loss                 Impaired          Total
                                                 ----                                -------                           -----------          --------        ----                 --------          -----

    LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:

    Commercial and
     industrial                                        $1,671,522                     $                -                            $24,967       $       -  $                -           $14,008        $1,710,497

    Real estate

       Consumer mortgages                               2,369,160                                      -                             73,753             107                    -             4,112         2,447,132

       Home equity                                        563,119                                      -                              8,645               -                   -             1,802           573,566

       Agricultural                                       243,814                                      -                              8,235               -                   -               332           252,381

       Commercial and
        industrial-owner
        occupied                                        1,541,771                                      -                             55,289             224                    -             8,527         1,605,811

       Construction,
        acquisition and
        development                                       870,595                                      -                             27,243             430                    -             2,607           900,875

       Commercial real
        estate                                          2,072,229                                      -                             59,514             410                    -             9,245         2,141,398

    Credit cards                                          109,576                                      -                                  -              -                   -                 -          109,576

    All other                                             471,633                                      -                              6,604               -                   -               103           478,340

         Total loans                                   $9,913,419                     $                -                           $264,250          $1,171   $                -           $40,736       $10,219,576
                                                       ==========                     ==================                           ========          ======   ==================           =======       ===========



                                                                                                                           BancorpSouth, Inc.

                                                                                                                        Geographical Information

                                                                                                                         (Dollars in thousands)

                                                                                                                               (Unaudited)


                                                                 December 31, 2015
                                                              -----------------

                                         Alabama

                                       and Florida

                                        Panhandle               Arkansas               Louisiana            Mississippi                          Missouri             Tennessee            Texas             Other                Total
                                        ---------               --------               ---------            -----------                          --------             ---------            -----             -----                -----

    LOAN AND LEASE PORTFOLIO:

    Commercial and
     industrial                                      $160,361                 $199,347             $202,755               $618,901                            $79,928             $116,514          $237,102             $132,866           $1,747,774

    Real estate

       Consumer mortgages                             296,698                  330,780              219,334                818,423                             71,915              273,980           443,852               17,220            2,472,202

       Home equity                                     83,979                   42,448               63,859                221,588                             23,163              142,825            10,264                1,626              589,752

       Agricultural                                     7,852                   86,172               30,930                 78,729                              3,118               12,468            40,091                    -             259,360

       Commercial and
        industrial-owner
        occupied                                      181,017                  194,152              181,567                677,686                             47,937              132,156           202,914                    -           1,617,429

       Construction,
        acquisition and
        development                                   108,851                   97,151               76,801                315,295                             22,621              138,126           186,200                    -             945,045

       Commercial real estate                         332,985                  360,884              241,093                593,677                            206,352              184,338           268,719                    -           2,188,048

    Credit cards                                            -                       -                   -                     -                                 -                   -                -             112,165              112,165

    All other                                          72,347                   48,554               30,130                165,509                              3,081               41,062            56,900               23,420              441,003

         Total loans                               $1,244,090               $1,359,488           $1,046,469             $3,489,808                           $458,115           $1,041,469        $1,446,042             $287,297          $10,372,778
                                                   ==========               ==========           ==========             ==========                           ========           ==========        ==========             ========          ===========


    NON-PERFORMING LOANS AND LEASES:

    Commercial and
     industrial                                           $99                     $884                 $493                 $6,228                        $         -                 $17            $1,444                 $143               $9,308

    Real estate

       Consumer mortgages                               1,226                    3,529                1,389                  7,460                                858                1,369             1,525                7,339               24,695

       Home equity                                        783                    1,291                  519                    885                                  -                 560                 -                   2                4,040

       Agricultural                                         -                       -                   -                   932                                  -                  26                 -                   -                 958

       Commercial and
        industrial-owner
        occupied                                        1,659                    2,706                2,737                 11,860                                406                  195             1,295                    -              20,858

       Construction,
        acquisition and
        development                                        53                      636                  199                  6,783                              1,570                1,418                65                    -              10,724

       Commercial real estate                           3,718                    1,181                2,459                 12,193                                428                2,234               172                    -              22,385

    Credit cards                                            -                       -                   -                     -                                 -                   -                -               1,291                1,291

    All other                                             102                      120                   55                    211                                  -                 169                 -                   1                  658
                                                          ---                      ---                  ---                    ---                                ---                 ---               ---                 ---

         Total loans                                   $7,640                  $10,347               $7,851                $46,552                             $3,262               $5,988            $4,501               $8,776              $94,917
                                                       ======                  =======               ======                =======                             ======               ======            ======               ======              =======


    NON-PERFORMING LOANS AND LEASES

       AS A PERCENTAGE OF OUTSTANDING:

    Commercial and
     industrial                                         0.06%                   0.44%               0.24%                 1.01%                             0.00%               0.01%            0.61%               0.11%               0.53%

    Real estate

       Consumer mortgages                               0.41%                   1.07%               0.63%                 0.91%                             1.19%               0.50%            0.34%              42.62%               1.00%

       Home equity                                      0.93%                   3.04%               0.81%                 0.40%                             0.00%               0.39%            0.00%               0.12%               0.69%

       Agricultural                                     0.00%                   0.00%               0.00%                 1.18%                             0.00%               0.21%            0.00%                 N/A               0.37%

       Commercial and
        industrial-owner
        occupied                                        0.92%                   1.39%               1.51%                 1.75%                             0.85%               0.15%            0.64%                 N/A               1.29%

       Construction,
        acquisition and
        development                                     0.05%                   0.65%               0.26%                 2.15%                             6.94%               1.03%            0.03%                 N/A               1.13%

       Commercial real estate                           1.12%                   0.33%               1.02%                 2.05%                             0.21%               1.21%            0.06%                 N/A               1.02%

    Credit cards                                          N/A                     N/A                 N/A                   N/A                               N/A                 N/A              N/A               1.15%               1.15%

    All other                                           0.14%                   0.25%               0.18%                 0.13%                             0.00%               0.41%            0.00%               0.00%               0.15%

         Total loans                                    0.61%                   0.76%               0.75%                 1.33%                             0.71%               0.57%            0.31%               3.05%               0.92%
                                                         ====                     ====                 ====                   ====                               ====                 ====              ====                 ====                 ====



                                                                                                                           BancorpSouth, Inc.

                                                                                                                     Selected Additional Information

                                                                                                                         (Dollars in thousands)

                                                                                                                               (Unaudited)


                                                                             December 31, 2015
                                                                          -----------------

                                          Alabama

                                        and Florida

                                         Panhandle                         Arkansas              Louisiana           Mississippi                     Missouri             Tennessee        Texas         Other               Total
                                         ---------                         --------              ---------           -----------                     --------             ---------        -----         -----               -----

    OTHER REAL ESTATE OWNED:

    Commercial and
     industrial                                         $84                   $                -    $             -         $            -              $            -         $     -        $   -         $        -             $84

    Real estate

       Consumer mortgages                               167                                  191                   -                  1,786                          173              156             4                   -           2,477

       Home equity                                        -                                   -                  -                    101                            -               -            -                  -             101

       Agricultural                                       -                                   -                  -                     25                            -               -            -                  -              25

       Commercial and
        industrial-owner
        occupied                                         61                                    -                  -                    568                            -             385            60                   -           1,074

       Construction,
        acquisition and
        development                                   2,305                                  168                 130                   6,033                            -           1,576             -                  -          10,212

       Commercial real
        estate                                          170                                  108                   -                    210                          127                -           63                   -             678

    All other                                             -                                   -                  -                     90                            -               -           18                   -             108

         Total loans                                 $2,787                                 $467                $130                  $8,813                         $300           $2,117          $145       $           -         $14,759
                                                     ======                                 ====                ====                  ======                         ====           ======          ====       =============         =======


                                                            Quarter Ended
                                                            -------------

                                           Dec-15                           Sep-15                Jun-15                Mar-15                        Dec-14
                                           ------                           ------                ------                ------                        ------

    OTHER REAL ESTATE OWNED:

    Balance, beginning
     of period                                      $23,696                              $24,299             $27,889                 $33,984                      $42,691

    Additions to foreclosed properties

       New foreclosed
        property                                      1,555                                1,333               1,730                   2,804                        2,257

    Reductions in foreclosed properties

       Sales                                        (8,227)                             (1,412)            (4,284)                (6,726)                     (8,548)

       Writedowns                                   (2,265)                               (524)            (1,036)                (2,173)                     (2,416)

    Balance, end of
     period                                         $14,759                              $23,696             $24,299                 $27,889                      $33,984
                                                    =======                              =======             =======                 =======                      =======


    FORECLOSED PROPERTY EXPENSE

    (Gain) Loss on sale
     of other real
     estate owned                                      $483                               $(203)               $204                  $(779)                      $1,643

    Writedown of other
     real estate owned                                2,265                                  524               1,036                   2,173                        2,416

    Other foreclosed
     property expense                                   266                                  487                 385                     577                          534

    Total foreclosed
     property expense                                $3,014                                 $808              $1,625                  $1,971                       $4,593
                                                     ======                                 ====              ======                  ======                       ======



                                                                              BancorpSouth, Inc.

                                                                        Noninterest Revenue and Expense

                                                                            (Dollars in thousands)

                                                                                  (Unaudited)


                                                      Quarter Ended                                         YTD
                                                    -------------                                       ---

                                    Dec-15                          Sep-15                                 Jun-15          Mar-15          Dec-14          Dec-15          Dec-14
                                    ------                          ------                                 ------          ------          ------          ------          ------

    NONINTEREST REVENUE:

    Mortgage lending                        $10,522                               $2,339                           $14,102          $8,567          $3,250         $35,530         $22,671

    Credit card, debit card and
     merchant fees                            9,414                                9,282                             9,298           8,539           9,921          36,533          35,303

    Deposit service charges                  11,836                               12,150                            11,527          11,252          12,538          46,765          50,622

    Securities gains, net                        48                                   33                                41              14              18             136              37

    Insurance commissions                    25,348                               28,584                            29,319          33,493          25,376         116,744         114,842

    Trust income                              3,469                                3,653                             3,543           4,036           3,791          14,701          14,520

    Annuity fees                                449                                  539                               470             558             639           2,016           2,877

    Brokerage commissions and fees            1,457                                1,375                             1,495           1,616           1,495           5,943           6,543

    Bank-owned life insurance                 1,881                                1,842                             1,835           1,899           3,249           7,457           8,848

    Other miscellaneous income                2,962                                3,156                             2,684           3,341           3,236          12,143          12,883

         Total noninterest revenue          $67,386                              $62,953                           $74,314         $73,315         $63,513        $277,968        $269,146
                                            =======                              =======                           =======         =======         =======        ========        ========


    NONINTEREST EXPENSE:

    Salaries and employee benefits          $80,177                              $81,354                           $79,759         $81,179         $76,751        $322,469        $307,828

    Occupancy, net of rental income          10,434                               10,819                            10,419          10,194          10,500          41,866          41,345

    Equipment                                 3,569                                3,742                             4,024           3,974           3,996          15,309          16,869

    Deposit insurance assessments             2,630                                2,191                             2,377           2,311           2,430           9,509           8,190

    Amortization of bond issue cost              12                                   12                                12              12              12              48              48

    Advertising                               1,009                                  812                             1,686             781           1,233           4,288           4,388

    Foreclosed property expense               3,014                                  808                             1,625           1,971           4,593           7,418          17,071

    Telecommunications                        1,807                                1,825                             1,897           1,922           1,960           7,451           8,720

    Public relations                            474                                  481                               653             570             770           2,178           3,399

    Data processing                           5,608                                5,598                             5,324           5,393           4,804          21,923          20,736

    Computer software                         2,609                                2,595                             2,690           2,606           2,763          10,500          10,525

    Amortization of intangibles                 922                                  948                             1,061           1,032           1,111           3,963           4,443

    Legal                                    19,434                                1,233                             1,998           7,681           2,322          30,346           9,822

    Merger expense                               13                                    8                                 4               -              4              25           1,761

    Postage and shipping                      1,139                                1,030                             1,194           1,172           1,239           4,535           4,745

    Other miscellaneous expense              15,500                               12,994                            13,454          16,135          15,558          58,083          58,516

    Total noninterest expense              $148,351                             $126,450                          $128,177        $136,933        $130,046        $539,911        $518,406
                                           ========                             ========                          ========        ========        ========        ========        ========


    INSURANCE COMMISSIONS:

    Property and casualty
     commissions                            $18,814                              $21,155                           $21,145         $20,673         $19,007         $81,787         $83,316

    Life and health commissions               5,823                                5,775                             6,202           5,412           5,521          23,212          21,208

    Risk management income                      672                                  709                               637             666             621           2,684           2,651

    Other                                        39                                  945                             1,335           6,742             227           9,061           7,667

    Total insurance commissions             $25,348                              $28,584                           $29,319         $33,493         $25,376        $116,744        $114,842
                                            =======                              =======                           =======         =======         =======        ========        ========



                                                                                                 BancorpSouth, Inc.

                                                                                           Selected Additional Information

                                                                                               (Dollars in thousands)

                                                                                                     (Unaudited)


                                                                     Quarter Ended
                                                                   -------------

                                                 Dec-15                            Sep-15                                  Jun-15            Mar-15            Dec-14
                                                 ------                            ------                                  ------            ------            ------

    MORTGAGE SERVICING RIGHTS:

    Fair value, beginning of
     period                                                $52,973                           $55,924                                 $49,190           $51,296            $53,759

    Additions to mortgage servicing rights:

       Originations of servicing
        assets                                               3,065                             4,231                                   4,344             2,499              2,453

    Changes in fair value:

       Due to payoffs/paydowns                             (1,633)                          (1,872)                                (1,930)          (1,564)           (1,480)

       Due to change in valuation inputs or

         assumptions used in the
          valuation model                                    2,865                           (5,308)                                  4,321           (3,039)           (3,434)

       Other changes in fair value                             (2)                              (2)                                    (1)              (2)               (2)

    Fair value, end of period                              $57,268                           $52,973                                 $55,924           $49,190            $51,296
                                                           =======                           =======                                 =======           =======            =======


    Production revenue:

       Origination                                          $4,909                            $5,154                                  $7,395            $8,914             $3,949

       Servicing                                             4,381                             4,365                                   4,316             4,256              4,215

       Payoffs/Paydowns                                    (1,633)                          (1,872)                                (1,930)          (1,564)           (1,480)
                                                            ------                            ------                                  ------            ------             ------

         Total production revenue                            7,657                             7,647                                   9,781            11,606              6,684

    Market value adjustment                                  2,865                           (5,308)                                  4,321           (3,039)           (3,434)
                                                             -----                            ------                                   -----            ------             ------

    Total mortgage lending revenue                         $10,522                            $2,339                                 $14,102            $8,567             $3,250
                                                           =======                            ======                                 =======            ======             ======


    Mortgage loans serviced                             $6,011,236                        $5,942,736                              $5,802,407        $5,705,638         $5,686,756

    MSR/mtg loans serviced                                   0.95%                            0.89%                                  0.96%            0.86%             0.90%


    AVAILABLE-FOR-SALE SECURITIES, at fair value

    U.S. Government agencies                            $1,244,640                        $1,255,717                              $1,336,846        $1,286,981         $1,215,054

    Government agency issued residential

       mortgage-back securities                            140,540                           206,878                                 217,191           200,381            209,230

    Government agency issued commercial

       mortgage-back securities                            260,693                           229,922                                 224,450           227,409            240,568

    Obligations of states and
     political subdivisions                                417,499                           451,600                                 458,322           471,539            483,864

    Other                                                   18,957                            17,008                                  14,344             8,063              8,211

    Total available-for-sale
     securities                                         $2,082,329                        $2,161,125                              $2,251,153        $2,194,373         $2,156,927
                                                        ==========                        ==========                              ==========        ==========         ==========



                                                                                                                         BancorpSouth, Inc.

                                                                                                                Reconciliation of Non-GAAP Measures

                                                                                                          (Dollars in thousands, except per share amounts)

                                                                                                                            (Unaudited)



    Management evaluates the Company's capital position and operating performance by utilizing certain financial measures not calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP), including pre-tax, pre-provision earnings, net
     operating income, tangible shareholders' equity to tangible assets, return on tangible equity, pre-tax pre-provision return on average assets, tangible book value per share, and operating earnings per share.  The Company has included these non-GAAP
     financial measures in this news release for the applicable periods presented.  Management believes that the presentation of these non-GAAP financial measures (i) provides important supplemental information that contributes to a proper understanding of
     the Company's operating performance, (ii) enables a more complete understanding of factors and trends affecting the Company's business and (iii) allows investors to evaluate the Company's performance in a manner similar to Management, the financial
     services industry, bank stock analysts and bank regulators.  Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the tables below.  These non-GAAP financial measures should not
     be considered as substitutes for GAAP financial measures, and the Company strongly encourages investors to review the GAAP financial measures included in this news release and not to place undue reliance upon any single financial measure.  In addition,
     because non-GAAP financial measures are not standardized, it may not be possible to compare the non-GAAP financial measures presented in this news release with other companies' non-GAAP financial measures having the same or similar names.


    Reconciliation of Pre-tax, Pre-provision Earnings and Net Operating Income to Net Income:


                                                                                                                                                                             Quarter ended
                                                                                                                                                                             -------------

                                                                                                                             12/31/2015                                           9/30/2015                    6/30/2015                    3/31/2015                    12/31/2014
                                                                                                                             ----------                                           ---------                    ---------                    ---------                    ----------


    Net income                                                                                                     $21,169                                               $34,343                       $39,713                       $32,266                       $28,660

    Plus:                                                                                         Provision for credit
                                                                                                  losses                                                                      -                      (3,000)                      (5,000)                      (5,000)               -

                                                                                                 Income tax expense                                                       9,096                        16,230                        18,733                        15,189           11,252


    Pre-tax, pre-provision earnings                                                                                $30,265                                               $47,573                       $53,446                       $42,455                       $39,912
                                                                                                                   =======                                               =======                       =======                       =======                       =======


    Net income                                                                                                     $21,169                                               $34,343                       $39,713                       $32,266                       $28,660

    Plus:                                                                                         Merger expense, net of
                                                                                                  tax                                                                         8                             5                             3                           (1)               2

                                                                                                 Legal charge, net of tax                                                10,246                             -                            -                            -               -

    Net operating income                                                                                           $31,423                                               $34,348                       $39,716                       $32,265                       $28,662
                                                                                                                   =======                                               =======                       =======                       =======                       =======



                                                                                                                        BancorpSouth, Inc.

                                                                                                                Reconciliation of Non-GAAP Measures

                                                                                                         (Dollars in thousands, except per share amounts)

                                                                                                                            (Unaudited)




    Reconciliation of Tangible Assets and Tangible Shareholders' Equity to

    Total Assets and Total Shareholders' Equity:


                                                                                                                                                                                               Quarter ended
                                                                                                                                                                                               -------------

                                                                                                                                      12/31/2015                            9/30/2015                       6/30/2015                3/31/2015              12/31/2014
                                                                                                                                      ----------                            ---------                       ---------                ---------              ----------

    Tangible assets

    Total assets                                                                                                     $13,798,662                              $13,787,424                      $13,634,931               $13,630,322              $13,326,369

    Less:                                                                  Goodwill                                                                              291,498                          291,498                   291,498                  291,498                 291,498

                                                                           Other identifiable intangible assets                                                   20,545                           21,466                    22,415                   23,476                  24,508


    Total tangible assets                                                                                            $13,486,619                              $13,474,460                      $13,321,018               $13,315,348              $13,010,363


    Tangible shareholders' equity

    Total shareholders' equity                                                                                        $1,655,444                               $1,644,820                       $1,680,196                $1,645,208               $1,606,059

    Less:                                                                  Goodwill                                                                              291,498                          291,498                   291,498                  291,498                 291,498

                                                                           Other identifiable intangible assets                                                   20,545                           21,466                    22,415                   23,476                  24,508


    Total tangible shareholders' equity                                                                               $1,343,401                               $1,331,856                       $1,366,283                $1,330,234               $1,290,053


    Total average assets                                                                                             $13,724,595                              $13,632,581                      $13,516,546               $13,457,668              $13,131,130

    Total common shares outstanding                                                                                                                        94,162,728                       93,969,994                96,755,530               96,544,502              96,254,903

    Average shares outstanding-diluted                                                                                                                     94,384,443                       96,467,728                96,957,441               96,653,401              96,506,827


    Tangible shareholders' equity to tangible assets*                                                                                                           9.96%                           9.88%                   10.26%                   9.99%                  9.92%

    Return on tangible equity **                                                                                                                                6.25%                          10.23%                   11.66%                   9.84%                  8.81%

    Pre-tax pre-provision return on average assets ***                                                                                                          0.87%                           1.38%                    1.59%                   1.29%                  1.21%

    Tangible book value per share****                                                                                     $14.27                                   $14.17                           $14.12                    $13.78                   $13.40

    Operating earnings per share*****                                                                                      $0.33                                    $0.36                            $0.41                     $0.33                    $0.30



    *                                                                       Tangible shareholders' equity to tangible assets is defined by the Company as total shareholders' equity less goodwill and other
                                                                            identifiable intangible assets, divided by the difference of total assets less goodwill and other identifiable intangible
                                                                            assets.


    **                                                                     Return on tangible equity is defined by the Company as annualized net income divided by tangible shareholders' equity.


    ***                                                                     Pre-tax pre-provision return on average assets is defined by the Company as annualized pre-tax pre-provision earnings divided
                                                                            by total average assets.


    ****                                                                    Tangible book value per share is defined by the Company as tangible shareholders' equity divided by total common shares
                                                                            outstanding.


    *****                                                                  Operating earnings per share is defined by the Company as net operating income divided by average shares outstanding-diluted.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/bancorpsouth-announces-fourth-quarter-2015-financial-results-300209283.html

SOURCE BancorpSouth, Inc.