TUPELO, Miss., Oct. 19, 2016 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended September 30, 2016.

Highlights for the third quarter of 2016 included:



    --  Net income of $37.8 million, or $0.40 per diluted share.

    --  Generated deposit growth of $225.7 million, or 7.9 percent on an
        annualized basis, and net loan growth of $82.8 million, or 3.1 percent
        on an annualized basis.

    --  Earnings benefitted from a positive mortgage servicing rights ("MSR")
        valuation adjustment of $1.8 million.

    --  Net operating income - excluding MSR - of $36.7 million, or $0.39 per
        diluted share.

    --  Credit quality remained stable; no recorded provision for credit losses
        for the quarter.

    --  Total non-interest expense of $129.5 million essentially flat compared
        to the second quarter; operating efficiency ratio - excluding MSR -
        remained below 70 percent for the third consecutive quarter.

    --  Repurchased 551,519 shares of outstanding common stock at a weighted
        average price of $23.80.
    --  On October 14, 2016, the Company announced an extension of its merger
        agreements with Central Community Corporation and Ouachita Bancshares
        Corp. until December 31, 2017.

The Company reported net income of $37.8 million, or $0.40 per diluted share, for the third quarter of 2016 compared with net income of $34.3 million, or $0.36 per diluted share, for the third quarter of 2015 and net income of $34.7 million, or $0.37 per diluted share, for the second quarter of 2016.

The Company reported net operating income - excluding MSR - of $36.7 million, or $0.39 per diluted share, for the third quarter of 2016 compared to $37.6 million, or $0.39 per diluted share, for the third quarter of 2015 and $37.2 million, or $0.39 per diluted share, for the second quarter of 2016.

"The recent merger agreement extensions with Central Community Corporation and Ouachita Bancshares Corp. were a positive step for our Company," remarked Dan Rollins, BancorpSouth Chairman and Chief Executive Officer. "While we are disappointed in the length of time taken to close these transactions, we are pleased with the continued commitment of these two organizations to being a part of our team.

"Our core financial results continue to improve quarter after quarter. We are extremely pleased with our front line efforts in producing deposit growth. We reported deposit growth of $225.7 million, or 7.9 percent annualized for the quarter. We have consistently communicated to our teammates the importance of leading our sales efforts with deposits. Our balance sheet growth contributed to meaningful growth in net interest income during the quarter. While we did see some slight compression in net interest margin, our loan yields and deposit costs were stable compared to the second quarter. The compression in the margin was driven primarily by balance sheet mix, as additional borrowings added to the balance sheet for liquidity purposes were deployed primarily in our securities portfolio.

"Otherwise, our story is very consistent with the last several quarters. Our mortgage team continues to grow and perform at a high level while our insurance team continues to battle pricing headwinds impacting the entire industry. There was no recorded provision for credit losses for the quarter as credit quality remains stable. Finally, total non-interest expense was essentially flat for the quarter, resulting in our efficiency ratio remaining below 70 percent."

Net Interest Revenue

Net interest revenue was $114.6 million for the third quarter of 2016, an increase of 3.2 percent from $111.1 million for the third quarter of 2015 and an increase of 2.0 percent from $112.3 million for the second quarter of 2016. The fully taxable equivalent net interest margin was 3.51 percent for the third quarter of 2016 compared to 3.59 percent for the third quarter of 2015 and 3.56 percent for the second quarter of 2016. Yields on loans and leases were 4.20 percent for the third quarter of 2016 compared with 4.22 percent for the third quarter of 2015 and 4.20 percent for the second quarter of 2016, while yields on total interest earning assets were 3.74 percent for the third quarter of 2016 compared with 3.82 percent for the third quarter of 2015 and 3.78 percent for the second quarter of 2016. The average cost of deposits was 0.22 percent for the third quarter of 2016 compared to 0.22 percent for the third quarter of 2015 and 0.21 percent for the second quarter of 2016.

Asset, Deposit and Loan Activity

Total assets were $14.6 billion at September 30, 2016 compared with $13.8 billion at September 30, 2015. Loans and leases, net of unearned income, were $10.7 billion at September 30, 2016 compared with $10.2 billion at September 30, 2015.

Total deposits were $11.6 billion at September 30, 2016 compared with $11.1 billion at September 30, 2015. Time deposits were essentially flat at September 30, 2016 compared to September 30, 2015, declining $13.2 million, or 0.7 percent. Over the same time period, interest bearing demand deposits increased $82.8 million or 1.7 percent while noninterest bearing demand deposits increased $254.9 million, or 8.4 percent and savings deposits increased $123.5 million, or 8.8 percent.

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the quarter reflect no recorded provision for credit losses, compared to a negative provision of $3.0 million for the third quarter of 2015 and a provision of $2.0 million for the second quarter of 2016. Total non-performing assets ("NPAs") were $102.3 million, or 0.96 percent of net loans and leases, at September 30, 2016 compared with $113.9 million, or 1.11 percent of net loans and leases, at September 30, 2015, and $94.9 million, or 0.90 percent of net loans and leases, at June 30, 2016.

Net charge-offs for the third quarter of 2016 were $1.0 million, compared with net charge-offs of $2.3 million for the third quarter of 2015 and net charge-offs of $1.6 million for the second quarter of 2016. Gross charge-offs were $3.8 million for the third quarter of 2016, compared with $7.4 million for the third quarter of 2015 and $4.3 million for the second quarter of 2016. Gross recoveries of previously charged-off loans were $2.7 million for the third quarter of 2016, compared with $5.1 million for the third quarter of 2015 and $2.7 million for the second quarter of 2016. Annualized net charge-offs were 0.04 percent of average loans and leases for the third quarter of 2016, compared with annualized net charge-offs of 0.09 percent for the third quarter of 2015 and annualized net charge-offs of 0.06 percent for the second quarter of 2016.

Non-performing loans ("NPLs") were $90.9 million, or 0.85 percent of net loans and leases, at September 30, 2016, compared with $90.3 million, or 0.88 percent of net loans and leases, at September 30, 2015, and $80.2 million, or 0.76 percent of net loans and leases, at June 30, 2016. The allowance for credit losses was $125.9 million, or 1.18 percent of net loans and leases, at September 30, 2016, compared with $133.0 million, or 1.30 percent of net loans and leases, at September 30, 2015 and $126.9 million, or 1.20 percent of net loans and leases, at June 30, 2016.

NPLs at September 30, 2016 consisted primarily of $70.7 million of nonaccrual loans, compared with $68.6 million of nonaccrual loans at June 30, 2016. NPLs at September 30, 2016 also included $2.3 million of loans 90 days or more past due and still accruing, compared with $1.9 million of such loans at June 30, 2016, and included restructured loans still accruing of $17.9 million at September 30, 2016, compared with $9.7 million of such loans at June 30, 2016. Early stage past due loans, representing loans 30-89 days past due, totaled $46.7 million at September 30, 2016 compared to $31.9 million at June 30, 2016. Other real estate owned decreased $3.3 million to $11.4 million during the third quarter of 2016 from $14.7 million at June 30, 2016.

Noninterest Revenue

Noninterest revenue was $70.9 million for the third quarter of 2016, compared with $63.0 million for the third quarter of 2015 and $69.7 million for the second quarter of 2016. These results included a positive MSR valuation adjustment of $1.8 million for the third quarter of 2016 compared with a negative MSR valuation adjustment of $5.3 million for the third quarter of 2015 and a negative MSR valuation adjustment of $4.1 million for the second quarter of 2016. Valuation adjustments in the MSR asset are driven primarily by fluctuations in interest rates period over period.

Excluding the MSR valuation adjustments, mortgage banking revenue was $10.5 million for the third quarter of 2016, compared with $7.6 million for the third quarter of 2015 and $13.1 million for the second quarter of 2016. Mortgage origination volume for the third quarter of 2016 was $478.2 million, compared with $402.2 million for the third quarter of 2015 and $462.6 million for the second quarter of 2016.

Credit and debit card fee revenue was $9.3 million for the third quarter of 2016, compared with $9.3 million for the third quarter of 2015 and $9.5 million for the second quarter of 2016. Deposit service charge revenue was $11.3 million for the third quarter of 2016, compared with $12.2 million for the third quarter of 2015 and $11.0 million for the second quarter of 2016. Insurance commission revenue was $28.2 million for the third quarter of 2016, compared with $28.6 million for the third quarter of 2015 and $28.8 million for the second quarter of 2016. Wealth management revenue was $5.3 million for the third quarter of 2016, compared with $5.6 million for the third quarter of 2015 and $5.3 million for the second quarter of 2016.

Noninterest Expense

Noninterest expense for the third quarter of 2016 was $129.5 million, compared with $126.5 million for the third quarter of 2015 and $128.7 million for the second quarter of 2016. Salaries and employee benefits expense was $82.1 million for the third quarter of 2016 compared to $81.4 million for the third quarter of 2015 and $81.8 million for the second quarter of 2016. Occupancy expense was $10.4 million for the third quarter of 2016, compared with $10.8 million for the third quarter of 2015 and $10.1 million for the second quarter of 2016. Other noninterest expense was $30.4 million for the third quarter of 2016, compared to $28.3 million for the third quarter of 2015 and $30.9 million for the second quarter of 2016.

Capital Management

The Company's equity capitalization is comprised entirely of common stock. BancorpSouth's ratio of shareholders' equity to assets was 11.80 percent at September 30, 2016, compared with 11.93 percent at September 30, 2015 and 12.12 percent at June 30, 2016. The ratio of tangible shareholders' equity to tangible assets was 9.86 percent at September 30, 2016, compared with 9.88 percent at September 30, 2015 and 10.11 percent at June 30, 2016.

Estimated regulatory capital ratios at September 30, 2016 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 12.32 percent at September 30, 2016 and total risk based capital of 13.37 percent, compared with required minimum levels of 8 percent and 10 percent, respectively, in order to qualify 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. agreed to 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 September 30, 2016, OIB, on a consolidated basis, reported total assets of $688.1 million, total loans of $494.8 million and total deposits of $574.7 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 Ouachita Bancshares Corp. shareholders on April 8, 2014. The most recent previous extension of the merger agreement expired on December 31, 2015; however, the Company and Ouachita Bancshares Corp. entered into a new extension effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Ouachita Bancshares Corp. The terms of the 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 agreed to 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 September 30, 2016, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $619.3 million and total deposits of $1.1 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. The most recent previous extension of the merger agreement expired on December 31, 2015; however, the Company and Central Community Corporation entered into a new extension effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Central Community Corporation. The terms of the 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 the most recent information regarding the status of the merger with Ouachita Bancshares Corp. and the status of the merger with Central Community Corporation in our periodic reports, please refer to the Form 8-K that was previously filed with the SEC on October 14, 2016.

Summary

Rollins concluded, "Our teammates have positioned our Company where I believe we can continue on the same path we have been on for several quarters. We are growing our Company while holding expenses relatively flat. This approach should allow us to continue to show improved operating metrics as we move forward. I'm also pleased that we were able to utilize our share repurchase program during the quarter. We are committed to continuing to manage and deploy capital in a manner that maximizes value for our shareholders. Finally, I'm happy that our merger partners, Ouachita Bancshares Corp. and Central Community Corporation, further demonstrated their commitment to our proposed mergers through the extension of the merger agreements until the end of next year. I'm hopeful that we can resolve remaining regulatory concerns in a timely manner and move forward with those transactions."

Conference Call

BancorpSouth will conduct a conference call to discuss its third quarter 2016 results on October 20, 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. (NYSE: BXS) is a financial holding company headquartered in Tupelo, Mississippi, with $14.6 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 236 full service branch locations as well as additional mortgage, insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois. BancorpSouth is committed to a culture of respect, diversity, and inclusion in both its workplace and communities. To learn more, visit our Community Commitment page at www.bancorpsouth.com. Like us on Facebook; follow us on Twitter: @MyBXS; or connect with us through LinkedIn.

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 Bank Secrecy Act ("BSA") and anti-money laundering ("AML") compliance program and its fair lending compliance program, the Company's compliance with the consent order it entered into with the Consumer Financial Protection Bureau (the "CFPB") and the United States Department of Justice ("DOJ") related to the Company's fair lending practices (the "Consent Order"), 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, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, 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, 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 and its fair lending compliance program, the Company's ability to successfully implement and comply with the Consent Order, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the willingness of Ouachita Bancshares Corp. and Central Community Corporation to proceed with 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, 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

                                                                                                                             9/30/2016                                      6/30/2016                3/31/2016                 12/31/2015                  9/30/2015
                                                                                                                             ---------                                      ---------                ---------                 ----------                  ---------

    Earnings Summary:

    Interest revenue                                                                                                          $122,340                                        $119,423                  $117,972                    $118,050                    $118,201

    Interest expense                                                                                                             7,750                                           7,107                     6,813                       6,820                       7,131
                                                                                                                                 -----                                           -----                     -----                       -----                       -----

    Net interest revenue                                                                                                       114,590                                         112,316                   111,159                     111,230                     111,070

    Provision for credit losses                                                                                                      -                                          2,000                     1,000                           -                    (3,000)
                                                                                                                                   ---                                          -----                     -----                         ---                     ------

    Net interest revenue, after provision

       for credit losses                                                                                                       114,590                                         110,316                   110,159                     111,230                     114,070

    Noninterest revenue                                                                                                         70,868                                          69,683                    65,515                      67,386                      62,953

    Noninterest expense                                                                                                        129,512                                         128,718                   142,300                     148,351                     126,450
                                                                                                                               -------                                         -------                   -------                     -------                     -------

    Income before income taxes                                                                                                  55,946                                          51,281                    33,374                      30,265                      50,573

    Income tax expense                                                                                                          18,129                                          16,589                    10,825                       9,096                      16,230
                                                                                                                                ------                                          ------                    ------                       -----                      ------

    Net income                                                                                                                 $37,817                                         $34,692                   $22,549                     $21,169                     $34,343
                                                                                                                               =======                                         =======                   =======                     =======                     =======


    Balance Sheet - Period End Balances

    Total assets                                                                                                           $14,611,483                                     $14,137,160               $13,926,398                 $13,798,662                 $13,787,424

    Total earning assets                                                                                                    13,483,345                                      12,977,030                12,760,031                  12,656,791                  12,663,944

    Total securities                                                                                                         2,468,199                                       2,103,883                 2,016,373                   2,082,329                   2,161,125

    Loans and leases, net of unearned income                                                                                10,658,761                                      10,575,978                10,444,697                  10,372,778                  10,219,576

    Allowance for credit losses                                                                                                125,887                                         126,935                   126,506                     126,458                     133,009

    Total deposits                                                                                                          11,590,059                                      11,364,367                11,486,697                  11,331,161                  11,141,946

    Long-term debt                                                                                                             563,495                                         365,588                    67,681                      69,775                      71,868

    Total shareholders' equity                                                                                               1,724,104                                       1,713,043                 1,679,793                   1,655,444                   1,644,820


    Balance Sheet - Average Balances

    Total assets                                                                                                           $14,366,759                                     $14,027,786               $13,851,661                 $13,724,595                 $13,632,581

    Total earning assets                                                                                                    13,265,266                                      12,963,056                12,830,000                  12,628,685                  12,548,967

    Total securities                                                                                                         2,186,889                                       2,069,058                 2,037,739                   2,110,195                   2,207,935

    Loans and leases, net of unearned income                                                                                10,601,481                                      10,513,732                10,372,925                  10,321,299                  10,110,995

    Total deposits                                                                                                          11,509,764                                      11,437,422                11,431,480                  11,182,750                  11,140,542

    Long-term debt                                                                                                             430,886                                         219,434                    67,750                      69,775                      71,868

    Total shareholders' equity                                                                                               1,719,503                                       1,690,906                 1,668,465                   1,650,924                   1,680,123


    Nonperforming Assets:

    Non-accrual loans and leases                                                                                               $70,725                                         $68,638                   $81,926                     $83,028                     $70,237

    Loans and leases 90+ days past due, still accruing                                                                           2,255                                           1,875                     4,567                       2,013                       1,436

    Restructured loans and leases, still accruing                                                                               17,936                                           9,687                     7,753                       9,876                      18,578

    Non-performing loans (NPLs)                                                                                                 90,916                                          80,200                    94,246                      94,917                      90,251
                                                                                                                                ------                                          ------                    ------                      ------                      ------

    Other real estate owned                                                                                                     11,391                                          14,658                    12,685                      14,759                      23,696
                                                                                                                                ------                                          ------                    ------                      ------                      ------

    Non-performing assets (NPAs)                                                                                              $102,307                                         $94,858                  $106,931                    $109,676                    $113,947
                                                                                                                              ========                                         =======                  ========                    ========                    ========


    Financial Ratios and Other Data:

    Return on average assets                                                                                                     1.05%                                          0.99%                    0.65%                      0.61%                      1.00%

    Operating return on average assets-excluding MSR*                                                                            1.02%                                          1.07%                    1.07%                      0.86%                      1.09%

    Return on average shareholders' equity                                                                                       8.75%                                          8.25%                    5.44%                      5.09%                      8.11%

    Operating return on average shareholders' equity-excluding MSR*                                                              8.49%                                          8.84%                    8.89%                      7.12%                      8.88%

    Return on tangible equity*                                                                                                  10.68%                                          9.99%                    6.63%                      6.25%                     10.23%

    Operating return on tangible equity-excluding MSR*                                                                          10.36%                                         10.70%                   10.84%                      8.75%                     11.21%

    Noninterest income to average assets                                                                                         1.96%                                          2.00%                    1.90%                      1.95%                      1.83%

    Noninterest expense to average assets                                                                                        3.59%                                          3.69%                    4.13%                      4.29%                      3.68%

    Net interest margin-fully taxable equivalent                                                                                 3.51%                                          3.56%                    3.56%                      3.58%                      3.59%

    Net interest rate spread                                                                                                     3.41%                                          3.47%                    3.47%                      3.48%                      3.49%

    Efficiency ratio (tax equivalent)*                                                                                          68.92%                                         69.77%                   79.39%                     81.86%                     71.56%

    Operating efficiency ratio-excluding MSR (tax equivalent)*                                                                  69.59%                                         68.21%                   68.66%                     73.89%                     69.45%

    Loan/deposit ratio                                                                                                          91.96%                                         93.06%                   90.93%                     91.54%                     91.72%

    Price to earnings multiple (avg)                                                                                             18.86                                           19.07                     17.33                       18.17                       16.98

    Market value to book value                                                                                                 126.59%                                        125.23%                  119.81%                    136.46%                    135.80%

    Market value to book value (avg)                                                                                           129.73%                                        124.62%                  116.78%                    142.53%                    140.68%

    Market value to tangible book value                                                                                        154.87%                                        153.53%                  147.04%                    168.15%                    167.71%

    Market value to tangible book value (avg)                                                                                  158.71%                                        152.78%                  143.33%                    175.64%                    173.74%

    Headcount FTE                                                                                                                3,981                                           4,028                     3,966                       3,970                       3,903


    *Denotes non-GAAP financial measure.  Refer to related disclosure and reconciliation on pages 19 and 20.


    Credit Quality Ratios:

    Net (recoveries) charge-offs to average loans and leases (annualized)                                                        0.04%                                          0.06%                    0.04%                      0.25%                      0.09%

    Provision for credit losses to average loans and leases (annualized)                                                         0.00%                                          0.08%                    0.04%                      0.00%                    (0.12%)

    Allowance for credit losses to net loans and leases                                                                          1.18%                                          1.20%                    1.21%                      1.22%                      1.30%

    Allowance for credit losses to non-performing loans and leases                                                             138.47%                                        158.27%                  134.23%                    133.23%                    147.38%

    Allowance for credit losses to non-performing assets                                                                       123.05%                                        133.82%                  118.31%                    115.30%                    116.73%

    Non-performing loans and leases to net loans and leases                                                                      0.85%                                          0.76%                    0.90%                      0.92%                      0.88%

    Non-performing assets to net loans and leases                                                                                0.96%                                          0.90%                    1.02%                      1.06%                      1.11%


    Equity Ratios:

    Total shareholders' equity to total assets                                                                                  11.80%                                         12.12%                   12.06%                     12.00%                     11.93%

    Tangible shareholders' equity to tangible assets*                                                                            9.86%                                         10.11%                   10.05%                      9.96%                      9.88%



    Capital Adequacy:

    Common  Equity Tier 1 capital                                                                                               12.13%                                         12.17%                   12.14%                     12.07%                     12.08%

    Tier 1 capital                                                                                                              12.32%                                         12.37%                   12.34%                     12.27%                     12.29%

    Total capital                                                                                                               13.37%                                         13.45%                   13.43%                     13.37%                     13.45%

    Tier 1 leverage capital                                                                                                     10.53%                                         10.66%                   10.61%                     10.61%                     10.56%

       Estimated for current quarter


    Common Share Data:

    Basic earnings per share                                                                                                     $0.40                                           $0.37                     $0.24                       $0.22                       $0.36

    Diluted earnings per share                                                                                                    0.40                                            0.37                      0.24                        0.22                        0.36

    Operating earnings per share*                                                                                                 0.40                                            0.37                      0.34                        0.33                        0.36

    Operating earnings per share- excluding MSR*                                                                                  0.39                                            0.39                      0.39                        0.31                        0.39

    Cash dividends per share                                                                                                      0.13                                            0.10                      0.10                        0.10                        0.10

    Book value per share                                                                                                         18.33                                           18.12                     17.79                       17.58                       17.50

    Tangible book value per share*                                                                                               14.98                                           14.78                     14.49                       14.27                       14.17

    Market value per share (last)                                                                                                23.20                                           22.69                     21.31                       23.99                       23.77

    Market value per share (high)                                                                                                25.09                                           24.18                     23.64                       27.23                       26.54

    Market value per share (low)                                                                                                 20.98                                           20.19                     18.69                       22.44                       22.09

    Market value per share (avg)                                                                                                 23.78                                           22.58                     20.77                       25.06                       24.62

    Dividend payout ratio                                                                                                       31.17%                                         22.58%                   41.85%                     44.46%                     28.01%

    Total shares outstanding                                                                                                94,074,740                                      94,546,091                94,438,626                  94,162,728                  93,969,994

    Average shares outstanding - basic                                                                                      94,303,916                                      94,461,025                94,369,211                  94,111,408                  96,202,871

    Average shares outstanding - diluted                                                                                    94,563,833                                      94,694,795                94,593,540                  94,384,443                  96,467,728



    Yield/Rate:

    (Taxable equivalent basis)

    Loans, loans held for sale, and leases net of unearned income                                                                4.20%                                          4.20%                    4.21%                      4.15%                      4.22%

    Available-for-sale securities:

      Taxable                                                                                                                    1.33%                                          1.40%                    1.40%                      1.48%                      1.40%

      Tax-exempt                                                                                                                 5.32%                                          5.36%                    5.36%                      5.32%                      5.32%

    Short-term investments                                                                                                       0.52%                                          0.39%                    0.33%                      0.22%                      0.20%

      Total interest earning assets and revenue                                                                                  3.74%                                          3.78%                    3.78%                      3.79%                      3.82%

    Deposits                                                                                                                     0.22%                                          0.21%                    0.21%                      0.21%                      0.22%

      Demand - interest bearing                                                                                                  0.19%                                          0.18%                    0.17%                      0.18%                      0.18%

      Savings                                                                                                                    0.12%                                          0.12%                    0.12%                      0.12%                      0.12%

      Other time                                                                                                                 0.78%                                          0.75%                    0.73%                      0.71%                      0.76%

    Short-term borrowings                                                                                                        0.15%                                          0.15%                    0.14%                      0.12%                      0.12%

    Total interest bearing deposits & short-term borrowings                                                                      0.30%                                          0.29%                    0.28%                      0.28%                      0.30%

    Junior subordinated debt                                                                                                     3.27%                                          3.23%                    3.18%                      2.93%                      2.87%

    Long-term debt                                                                                                               0.83%                                          1.21%                    3.08%                      2.95%                      2.91%

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

    Interest bearing liabilities to interest earning assets                                                                     69.33%                                         69.47%                   69.75%                     69.23%                     69.68%

    Net interest tax equivalent adjustment                                                                                      $2,462                                          $2,493                    $2,558                      $2,601                      $2,558


    *Denotes non-GAAP financial measure.  Refer to related disclosure and reconciliation on pages 19 and 20.



                                                                                    BancorpSouth, Inc.

                                                                               Consolidated Balance Sheets

                                                                                       (Unaudited)


                                                 Sep-16                                   Jun-16                      Mar-16             Dec-15             Sep-15
                                                 ------                                   ------                      ------             ------             ------

                                                        (Dollars in thousands)

    Assets
    ------

    Cash and due from banks                                $172,782                                          $186,381           $197,538           $154,192            $159,923

    Interest bearing deposits with other banks              151,944                                            86,472            148,915             43,777             113,068

    Available-for-sale securities, at fair value          2,468,199                                         2,103,883          2,016,373          2,082,329           2,161,125

    Loans and leases                                     10,685,166                                        10,604,547         10,475,528         10,404,326          10,254,013

      Less:  Unearned income                                 26,405                                            28,569             30,831             31,548              34,437

                 Allowance for credit losses                125,887                                           126,935            126,506            126,458             133,009

    Net loans and leases                                 10,532,874                                        10,449,043         10,318,191         10,246,320          10,086,567

    Loans held for sale                                     204,441                                           210,698            150,046            157,907             170,175

    Premises and equipment, net                             305,245                                           305,694            306,765            308,125             304,317

    Accrued interest receivable                              41,583                                            39,645             41,401             40,901              41,599

    Goodwill                                                294,901                                           294,901            291,498            291,498             291,498

    Other identifiable intangibles                           19,908                                            20,831             19,664             20,545              21,466

    Bank owned life insurance                               257,015                                           255,240            253,427            251,534             249,825

    Other real estate owned                                  11,391                                            14,658             12,685             14,759              23,696

    Other assets                                            151,200                                           169,714            169,895            186,775             164,165

    Total Assets                                        $14,611,483                                       $14,137,160        $13,926,398        $13,798,662         $13,787,424
                                                        ===========                                       ===========        ===========        ===========         ===========

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

    Deposits:

      Demand:  Noninterest bearing                       $3,308,361                                        $3,133,460         $3,103,321         $3,031,528          $3,053,439

                      Interest bearing                    4,877,482                                         4,838,704          5,033,565          5,003,806           4,794,656

      Savings                                             1,533,401                                         1,512,694          1,506,942          1,442,336           1,409,856

      Other time                                          1,870,815                                         1,879,509          1,842,869          1,853,491           1,883,995

    Total deposits                                       11,590,059                                        11,364,367         11,486,697         11,331,161          11,141,946

    Federal funds purchased and

        securities sold under agreement

        to repurchase                                       468,969                                           415,949            431,089            405,937             425,203

    Short-term Federal Home Loan Bank borrowings

       and other short-term borrowing                             -                                                -                 -            62,000             224,500

    Accrued interest payable                                  4,107                                             3,727              3,305              3,071               3,353

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

    Long-term debt                                          563,495                                           365,588             67,681             69,775              71,868

    Other liabilities                                       237,551                                           251,288            234,635            248,076             252,536

    Total Liabilities                                    12,887,379                                        12,424,117         12,246,605         12,143,218          12,142,604

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

    Common stock                                            235,187                                           236,365            236,097            235,407             234,925

    Capital surplus                                         278,973                                           286,994            283,800            282,934             278,998

    Accumulated other comprehensive loss                   (33,549)                                         (27,587)          (32,144)          (41,825)           (36,355)

    Retained earnings                                     1,243,493                                         1,217,271          1,192,040          1,178,928           1,167,252

    Total Shareholders' Equity                            1,724,104                                         1,713,043          1,679,793          1,655,444           1,644,820

    Total Liabilities & Shareholders' Equity            $14,611,483                                       $14,137,160        $13,926,398        $13,798,662         $13,787,424
                                                        ===========                                       ===========        ===========        ===========         ===========



                                                                                       BancorpSouth, Inc.

                                                                               Consolidated Average Balance Sheets

                                                                                           (Unaudited)


                                                 Sep-16                                  Jun-16                      Mar-16             Dec-15             Sep-15
                                                 ------                                  ------                      ------             ------             ------

                                                        (Dollars in thousands)

    Assets
    ------

    Cash and due from banks                                $157,233                                         $117,193            $71,528           $159,696            $159,569

    Interest bearing deposits with other banks              311,545                                          237,635            316,108             69,552              72,438

    Available-for-sale securities, at fair value          2,186,889                                        2,069,058          2,037,739          2,110,195           2,207,935

    Loans and leases                                     10,629,522                                       10,543,795         10,405,063         10,353,913          10,144,874

      Less:  Unearned income                                 28,041                                           30,063             32,138             32,614              33,879

                 Allowance for credit losses                126,820                                          126,103            126,567            132,375             137,547

    Net loans and leases                                 10,474,661                                       10,387,629         10,246,358         10,188,924           9,973,448

    Loans held for sale                                     165,351                                          142,632            103,227            127,638             157,598

    Premises and equipment, net                             305,707                                          307,600            308,065            306,881             304,948

    Accrued interest receivable                              38,125                                           36,887             38,306             38,142              38,847

    Goodwill                                                294,901                                          292,620            291,498            291,498             291,498

    Other identifiable intangibles                           20,248                                           19,796             19,987             20,880              21,812

    Bank owned life insurance                               255,967                                          254,191            252,422            250,577             248,798

    Other real estate owned                                  13,664                                           15,666             14,523             21,049              24,008

    Other assets                                            142,468                                          146,879            151,900            139,563             131,682

    Total Assets                                        $14,366,759                                      $14,027,786        $13,851,661        $13,724,595         $13,632,581
                                                        ===========                                      ===========        ===========        ===========         ===========

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

    Deposits:

      Demand:  Noninterest bearing                       $3,221,539                                       $3,122,153         $3,014,896         $3,106,947          $2,992,903

                      Interest bearing                    4,886,920                                        4,957,827          5,102,648          4,782,234           4,822,567

      Savings                                             1,525,016                                        1,510,250          1,468,262          1,421,361           1,413,187

      Other time                                          1,876,289                                        1,847,192          1,845,674          1,872,208           1,911,885

    Total deposits                                       11,509,764                                       11,437,422         11,431,480         11,182,750          11,140,542

    Federal funds purchased and

        securities sold under agreement

        to repurchase                                       454,826                                          443,340            431,260            466,865             439,503

    Short-term Federal Home Loan Bank borrowings

       and other short-term borrowing                            11                                            4,275             10,484            107,408              62,136

    Accrued interest payable                                  3,950                                            3,509              3,248              3,340               3,600

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

    Long-term debt                                          430,886                                          219,434             67,750             69,775              71,868

    Other liabilities                                       224,621                                          205,702            215,776            220,335             211,611

    Total Liabilities                                    12,647,256                                       12,336,880         12,183,196         12,073,671          11,952,458

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

    Common stock                                            235,860                                          236,176            235,946            235,227             240,473

    Capital surplus                                         283,437                                          284,818            282,796            282,076             325,118

    Accumulated other comprehensive loss                   (29,743)                                        (32,820)          (36,184)          (38,618)           (40,476)

    Retained earnings                                     1,229,949                                        1,202,732          1,185,907          1,172,239           1,155,008

    Total Shareholders' Equity                            1,719,503                                        1,690,906          1,668,465          1,650,924           1,680,123

    Total Liabilities & Shareholders' Equity            $14,366,759                                      $14,027,786        $13,851,661        $13,724,595         $13,632,581
                                                        ===========                                      ===========        ===========        ===========         ===========



                                                                                                         BancorpSouth, Inc.

                                                                                             Consolidated Condensed Statements of Income

                                                                                            (Dollars in thousands, except per share data)

                                                                                                             (Unaudited)


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

                                                      Sep-16                        Jun-16                                   Mar-16               Dec-15          Sep-15           Sep-16            Sep-15
                                                      ------                        ------                                   ------               ------          ------           ------            ------

    INTEREST REVENUE:

    Loans and leases                                         $111,605                      $109,078                                      $107,805        $107,164         $107,086          $328,488           $312,649

    Deposits with other banks                                     409                           229                                           263              40               36               901                398

    Available-for-sale securities:

        Taxable                                                 6,189                         6,009                                         5,888           6,550            6,490            18,086             19,758

        Tax-exempt                                              2,898                         2,924                                         3,032           3,137            3,226             8,854              9,938

    Loans held for sale                                         1,239                         1,183                                           984           1,159            1,363             3,406              3,585


            Total interest revenue                            122,340                       119,423                                       117,972         118,050          118,201           359,735            346,328
                                                              -------                       -------                                       -------         -------          -------           -------            -------


    INTEREST EXPENSE:

    Interest bearing demand                                     2,361                         2,208                                         2,163           2,166            2,209             6,732              6,654

    Savings                                                       462                           451                                           443             434              431             1,356              1,269

    Other time                                                  3,661                         3,436                                         3,354           3,356            3,646            10,451             11,481

    Federal funds purchased and securities sold

       under agreement to repurchase                              173                           159                                           140             112              104               472                271

    Long-term debt                                                902                           665                                           530             581              571             2,097              1,704

    Junior subordinated debt                                      190                           187                                           183             171              168               560                496

    Other                                                           1                             1                                             -              -               2                 2                  1


            Total interest expense                              7,750                         7,107                                         6,813           6,820            7,131            21,670             21,876
                                                                -----                         -----                                         -----           -----            -----            ------             ------


            Net interest revenue                              114,590                       112,316                                       111,159         111,230          111,070           338,065            324,452

      Provision for credit losses                                   -                        2,000                                         1,000               -         (3,000)            3,000           (13,000)
                                                                  ---                        -----                                         -----             ---          ------             -----            -------

            Net interest revenue, after provision for

              credit losses                                   114,590                       110,316                                       110,159         111,230          114,070           335,065            337,452
                                                              -------                       -------                                       -------         -------          -------           -------            -------


    NONINTEREST REVENUE:

    Mortgage banking                                           12,282                         9,043                                         2,618          10,522            2,339            23,943             25,008

    Credit card, debit card and merchant fees                   9,292                         9,495                                         8,961           9,414            9,282            27,748             27,119

    Deposit service charges                                    11,313                        11,018                                        11,014          11,836           12,150            33,345             34,929

    Security gains, net                                             1                            86                                             2              48               33                89                 88

    Insurance commissions                                      28,194                        28,803                                        33,249          25,348           28,584            90,246             91,396

    Wealth Management                                           5,312                         5,347                                         5,109           5,375            5,567            15,768             17,285

    Other                                                       4,474                         5,891                                         4,562           4,843            4,998            14,927             14,757
                                                                -----                         -----                                         -----           -----            -----            ------             ------

            Total noninterest revenue                          70,868                        69,683                                        65,515          67,386           62,953           206,066            210,582
                                                               ------                        ------                                        ------          ------           ------           -------            -------


    NONINTEREST EXPENSE:

    Salaries and employee benefits                             82,079                        81,832                                        82,467          80,177           81,354           246,378            242,292

    Occupancy, net of rental income                            10,412                        10,109                                        10,273          10,434           10,819            30,794             31,432

    Equipment                                                   3,423                         3,295                                         3,765           3,569            3,742            10,483             11,740

    Deposit insurance assessments                               3,227                         2,582                                         2,288           2,630            2,191             8,097              6,879

    Regulatory settlement                                           -                            -                                       10,277               -               -           10,277                  -

    Other                                                      30,371                        30,900                                        33,230          51,541           28,344            94,501             99,217
                                                               ------                        ------                                        ------          ------           ------            ------             ------

            Total noninterest expense                         129,512                       128,718                                       142,300         148,351          126,450           400,530            391,560
                                                              -------                       -------                                       -------         -------          -------           -------            -------

            Income before income taxes                         55,946                        51,281                                        33,374          30,265           50,573           140,601            156,474

    Income tax expense                                         18,129                        16,589                                        10,825           9,096           16,230            45,543             50,152
                                                               ------                        ------                                        ------           -----           ------            ------             ------

            Net income                                        $37,817                       $34,692                                       $22,549         $21,169          $34,343           $95,058           $106,322
                                                              =======                       =======                                       =======         =======          =======           =======           ========


    Net income per share: Basic                                 $0.40                         $0.37                                         $0.24           $0.22            $0.36             $1.01              $1.10
                                                                =====                         =====                                         =====           =====            =====             =====              =====

                                      Diluted                   $0.40                         $0.37                                         $0.24           $0.22            $0.36             $1.00              $1.10
                                                                =====                         =====                                         =====           =====            =====             =====              =====



                                                                                      BancorpSouth, Inc.

                                                                                      Selected Loan Data

                                                                                    (Dollars in thousands)

                                                                                         (Unaudited)


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

                                                  Sep-16                                      Jun-16                 Mar-16             Dec-15             Sep-15
                                                  ------                                      ------                 ------             ------             ------

    LOAN AND LEASE PORTFOLIO:

    Commercial and industrial                             $1,616,152                                      $1,698,089         $1,716,477         $1,747,774         $1,710,497

    Real estate

       Consumer mortgages                                  2,611,387                                       2,549,989          2,480,828          2,472,202          2,447,132

       Home equity                                           622,566                                         614,686            605,228            589,752            573,566

       Agricultural                                          242,171                                         251,566            239,422            259,360            252,381

       Commercial and industrial-owner occupied            1,668,477                                       1,644,618          1,654,577          1,617,429          1,605,811

       Construction, acquisition and development           1,121,386                                       1,021,218            966,362            945,045            900,875

       Commercial real estate                              2,240,717                                       2,254,653          2,233,742          2,188,048          2,141,398

    Credit cards                                             107,447                                         108,101            106,714            112,165            109,576

    All other                                                428,458                                         433,058            441,347            441,003            478,340
                                                             -------                                         -------            -------            -------            -------

         Total loans                                     $10,658,761                                     $10,575,978        $10,444,697        $10,372,778        $10,219,576
                                                         -----------                                     -----------        -----------        -----------        -----------


    ALLOWANCE FOR CREDIT LOSSES:

    Balance, beginning of period                            $126,935                                        $126,506           $126,458           $133,009           $138,312


    Loans and leases charged-off:

    Commercial and industrial                                (1,180)                                          (748)             (140)           (6,193)           (2,010)

    Real estate

       Consumer mortgages                                      (595)                                          (477)             (710)           (1,146)           (1,382)

       Home equity                                             (237)                                          (224)             (550)             (147)             (314)

       Agricultural                                             (89)                                           (10)              (11)              (16)               (9)

       Commercial and industrial-owner occupied                (261)                                          (660)             (154)             (357)             (645)

       Construction, acquisition and development                 (5)                                          (280)             (226)             (221)             (203)

       Commercial real estate                                   (14)                                          (870)             (245)             (122)           (1,477)

    Credit cards                                               (696)                                          (614)             (720)             (723)             (706)

    All other                                                  (713)                                          (417)             (487)             (623)             (628)

         Total loans charged-off                             (3,790)                                        (4,300)           (3,243)           (9,548)           (7,374)
                                                              ------                                          ------             ------             ------             ------


    Recoveries:

    Commercial and industrial                                    263                                             339                212                354                897

    Real estate

       Consumer mortgages                                        327                                             499                455                596                461

       Home equity                                               109                                             246                 80                123                 90

       Agricultural                                               28                                              96                 36                 20                 59

       Commercial and industrial-owner occupied                  117                                             101                125                307              1,831

       Construction, acquisition and development                 382                                             524                272              1,061              1,084

       Commercial real estate                                  1,043                                             509                683                149                187

    Credit cards                                                 262                                             199                181                152                170

    All other                                                    211                                             216                247                235                292

         Total recoveries                                      2,742                                           2,729              2,291              2,997              5,071
                                                               -----                                           -----              -----              -----              -----


    Net charge-offs                                          (1,048)                                        (1,571)             (952)           (6,551)           (2,303)


    Provision charged to operating expense                         -                                          2,000              1,000                  -           (3,000)

    Balance, end of period                                  $125,887                                        $126,935           $126,506           $126,458           $133,009
                                                            --------                                        --------           --------           --------           --------


    Average loans for period                             $10,601,481                                     $10,513,732        $10,372,925        $10,321,299        $10,110,995
                                                         ===========                                     ===========        ===========        ===========        ===========


    Ratio:

    Net charge-offs to average loans (annualized)              0.04%                                          0.06%             0.04%             0.25%             0.09%
                                                                ====                                            ====               ====               ====               ====



                                                                                         BancorpSouth, Inc.

                                                                                         Selected Loan Data

                                                                                       (Dollars in thousands)

                                                                                             (Unaudited)


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

                                                                         Sep-16                               Jun-16          Mar-16           Dec-15            Sep-15
                                                                         ------                               ------          ------           ------            ------

    NON-PERFORMING ASSETS

    NON-PERFORMING LOANS AND LEASES:

      Nonaccrual Loans and Leases

        Commercial and industrial                                                $11,659                               $8,675          $10,248            $8,493            $15,697

        Real estate

           Consumer mortgages                                                     20,196                               19,309           22,968            21,637             21,959

           Home equity                                                             3,721                                2,734            3,564             4,021              3,664

           Agricultural                                                            1,194                                1,107              932               921                484

           Commercial and industrial-owner occupied                               11,983                               16,021           16,633            16,512             12,690

           Construction, acquisition and development                               6,939                                6,086            7,720             9,130              4,240

           Commercial real estate                                                 14,793                               14,197           19,417            21,741             10,730

        Credit cards                                                                 121                                  159              188               188                215

        All other                                                                    119                                  350              256               385                558
                                                                                     ---                                  ---              ---               ---                ---

             Total nonaccrual loans and leases                                   $70,725                              $68,638          $81,926           $83,028            $70,237
                                                                                 -------                              -------          -------           -------            -------


      Loans and Leases 90+ Days Past Due, Still Accruing:                          2,255                                1,875            4,567             2,013              1,436

      Restructured Loans and Leases, Still Accruing                               17,936                                9,687            7,753             9,876             18,578

         Total non-performing loans and leases                                    90,916                               80,200           94,246            94,917             90,251
                                                                                  ------                               ------           ------            ------             ------


    OTHER REAL ESTATE OWNED:                                                      11,391                               14,658           12,685            14,759             23,696
                                                                                  ------                               ------           ------            ------             ------


    Total Non-performing Assets                                                 $102,307                              $94,858         $106,931          $109,676           $113,947
                                                                                ========                              =======         ========          ========           ========


    Additions to Nonaccrual Loans and Leases During the Quarter                  $17,319                              $10,553          $15,933           $34,050            $22,271
                                                                                 =======                              =======          =======           =======            =======


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

        Commercial and industrial                                                 $6,736                               $3,748           $3,758            $2,409             $4,985

        Real estate

           Consumer mortgages                                                     15,443                               15,784           11,985            15,128             10,789

           Home equity                                                             3,854                                2,842            2,414             2,456              1,455

           Agricultural                                                              616                                  367              240               303                393

           Commercial and industrial-owner occupied                                1,712                                2,854              669             1,018              3,888

           Construction, acquisition and development                               1,272                                1,137            1,489             1,070              1,218

           Commercial real estate                                                 15,221                                3,776            1,831               830                798

        Credit cards                                                                 774                                  677              569               677                788

        All other                                                                  1,089                                  712              606               744              1,334
                                                                                   -----                                  ---              ---               ---              -----

             Total Loans and Leases 30-89 days past due, still accruing          $46,717                              $31,897          $23,561           $24,635            $25,648
                                                                                 =======                              =======          =======           =======            =======


    Credit Quality Ratios:

    Provision for credit losses to average loans and leases (annualized)           0.00%                               0.08%           0.04%            0.00%           (0.12%)

    Allowance for credit losses to net loans and leases                            1.18%                               1.20%           1.21%            1.22%             1.30%

    Allowance for credit losses to non-performing loans and leases               138.47%                             158.27%         134.23%          133.23%           147.38%

    Allowance for credit losses to non-performing assets                         123.05%                             133.82%         118.31%          115.30%           116.73%

    Non-performing loans and leases to net loans and leases                        0.85%                               0.76%           0.90%            0.92%             0.88%

    Non-performing assets to net loans and leases                                  0.96%                               0.90%           1.02%            1.06%             1.11%



                                                                                                                 BancorpSouth, Inc.

                                                                                                                 Selected Loan Data

                                                                                                               (Dollars in thousands)

                                                                                                                    (Unaudited)


                                                                                                            September 30, 2016
                                                                                                          ------------------

                                                                                                                                 Special

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

    LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:

    Commercial and industrial                                                                    $1,567,073                          $          -             $42,117           $774    $                -            $6,188         $1,616,152

    Real estate

       Consumer mortgages                                                                         2,549,780                                   528               59,727             89                     -             1,263          2,611,387

       Home equity                                                                                  610,313                                     -              10,766              -                    -             1,487            622,566

       Agricultural                                                                                 230,891                                     -              10,639              -                    -               641            242,171

       Commercial and industrial-owner occupied                                                   1,619,545                                   512               39,135              -                    -             9,285          1,668,477

       Construction, acquisition and development                                                  1,103,739                                     -              11,308              -                    -             6,339          1,121,386

       Commercial real estate                                                                     2,188,170                                     -              38,637              -                    -            13,910          2,240,717

    Credit cards                                                                                    107,447                                     -                   -             -                    -                 -           107,447

    All other                                                                                       420,838                                     -               7,620              -                    -                 -           428,458

         Total loans                                                                            $10,397,796                                $1,040             $219,949           $863    $                -           $39,113        $10,658,761
                                                                                                ===========                                ======             ========           ====    ==================           =======        ===========



                                                                                                            June 30, 2016
                                                                                                            -------------

                                                                                                                                 Special

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

                                              LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:

    Commercial and industrial                                                                    $1,654,279                          $          -             $36,866            $91                  $384             $6,469         $1,698,089

    Real estate

       Consumer mortgages                                                                         2,482,105                                   298               66,614             14                     -               958          2,549,989

       Home equity                                                                                  603,039                                     -              10,163              -                    -             1,484            614,686

       Agricultural                                                                                 242,721                                     -               8,085              -                    -               760            251,566

       Commercial and industrial-owner occupied                                                   1,585,978                                   516               45,682            375                     -            12,067          1,644,618

       Construction, acquisition and development                                                  1,003,045                                     -              12,809              -                    -             5,364          1,021,218

       Commercial real estate                                                                     2,202,501                                     -              38,867            151                     -            13,134          2,254,653

    Credit cards                                                                                    108,101                                     -                   -             -                    -                 -           108,101

    All other                                                                                       424,932                                     -               8,027             99                     -                 -           433,058

         Total loans                                                                            $10,306,701                                  $814             $227,113           $730                  $384            $40,236        $10,575,978
                                                                                                ===========                                  ====             ========           ====                  ====            =======        ===========



                                                                                                                         BancorpSouth, Inc.

                                                                                                                      Geographical Information

                                                                                                                       (Dollars in thousands)

                                                                                                                             (Unaudited)


                                                                           September 30, 2016
                                                                        ------------------

                                                   Alabama

                                                 and Florida

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

    LOAN AND LEASE PORTFOLIO:

    Commercial and industrial                                  $135,467                 $205,833             $184,819                             $639,204            $78,950             $116,203          $214,287              $41,389           $1,616,152

    Real estate

       Consumer mortgages                                       335,856                  325,793              226,092                              831,986             84,046              294,218           484,806               28,590            2,611,387

       Home equity                                               96,539                   43,963               69,255                              227,952             23,328              144,835            14,836                1,858              622,566

       Agricultural                                               7,734                   81,798               27,160                               67,213              5,032               12,864            40,052                  318              242,171

       Commercial and industrial-owner occupied                 195,572                  178,681              200,406                              662,735             49,901              140,843           240,339                    -           1,668,477

       Construction, acquisition and development                127,828                  101,148               58,844                              353,188             24,535              163,247           292,596                    -           1,121,386

       Commercial real estate                                   284,543                  356,121              223,016                              608,483            199,928              196,105           372,521                    -           2,240,717

    Credit cards                                                      -                       -                   -                                   -                 -                   -                -             107,447              107,447

    All other                                                    70,487                   45,925               28,675                              174,356              3,562               30,749            55,727               18,977              428,458

         Total loans                                         $1,254,026               $1,339,262           $1,018,267                           $3,565,117           $469,282           $1,099,064        $1,715,164             $198,579          $10,658,761
                                                             ==========               ==========           ==========                           ==========           ========           ==========        ==========             ========          ===========


    NON-PERFORMING LOANS AND LEASES:

    Commercial and industrial                                      $167                     $509               $3,191                               $5,598               $402                 $379            $1,586               $2,645              $14,477

    Real estate

       Consumer mortgages                                         1,197                    3,749                2,950                               10,148                614                1,840             2,593                  187               23,278

       Home equity                                                  559                    1,311                  530                                  720                 81                  520                 -                   2                3,723

       Agricultural                                                   -                      30                   50                                1,191                  -                   -                -                   1                1,272

       Commercial and industrial-owner occupied                   1,372                    1,967                1,790                                7,691                317                  574               616                    -              14,327

       Construction, acquisition and development                     77                      631                   19                                6,359                 50                    -               43                    -               7,179

       Commercial real estate                                       705                    1,146                1,411                               18,134                  -                  15               155                    -              21,566

    Credit cards                                                      -                       -                   -                                   -                 -                   -                -               1,353                1,353

    All other                                                         -                     680                   32                                  135                  -                  21             2,872                    1                3,741
                                                                    ---                     ---                  ---                                  ---                ---                 ---             -----                  ---

         Total loans                                             $4,077                  $10,023               $9,973                              $49,976             $1,464               $3,349            $7,865               $4,189              $90,916
                                                                 ======                  =======               ======                              =======             ======               ======            ======               ======              =======


    NON-PERFORMING LOANS AND LEASES

       AS A PERCENTAGE OF OUTSTANDING:

    Commercial and industrial                                     0.12%                   0.25%               1.73%                               0.88%             0.51%               0.33%            0.74%               6.39%               0.90%

    Real estate

       Consumer mortgages                                         0.36%                   1.15%               1.30%                               1.22%             0.73%               0.63%            0.53%               0.65%               0.89%

       Home equity                                                0.58%                   2.98%               0.77%                               0.32%             0.35%               0.36%            0.00%               0.11%               0.60%

       Agricultural                                               0.00%                   0.04%               0.18%                               1.77%             0.00%               0.00%            0.00%                 N/A               0.53%

       Commercial and industrial-owner occupied                   0.70%                   1.10%               0.89%                               1.16%             0.64%               0.41%            0.26%                 N/A               0.86%

       Construction, acquisition and development                  0.06%                   0.62%               0.03%                               1.80%             0.20%               0.00%            0.01%                 N/A               0.64%

       Commercial real estate                                     0.25%                   0.32%               0.63%                               2.98%             0.00%               0.01%            0.04%                 N/A               0.96%

    Credit cards                                                    N/A                     N/A                 N/A                                 N/A               N/A                 N/A              N/A               1.26%               1.26%

    All other                                                     0.00%                   1.48%               0.11%                               0.08%             0.00%               0.07%            5.15%               0.01%               0.87%

         Total loans                                              0.33%                   0.75%               0.98%                               1.40%             0.31%               0.30%            0.46%               2.11%               0.85%
                                                                   ====                     ====                 ====                                 ====               ====                 ====              ====                 ====                 ====



                                                                                              BancorpSouth, Inc.

                                                                                       Noninterest Revenue and Expense

                                                                                            (Dollars in thousands)

                                                                                                 (Unaudited)


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

                                                       Sep-16                                  Jun-16                    Mar-16          Dec-15          Sep-15           Sep-16             Sep-15
                                                       ------                                  ------                    ------          ------          ------           ------             ------

    NONINTEREST REVENUE:

    Mortgage banking excl. MSR market value adjustment         $10,469                                       $13,135             $10,572          $7,657           $7,647            $34,176            $29,034

    MSR market value adjustment                                  1,813                                       (4,092)            (7,954)          2,865          (5,308)          (10,233)           (4,026)

    Credit card, debit card and merchant fees                    9,292                                         9,495               8,961           9,414            9,282             27,748             27,119

    Deposit service charges                                     11,313                                        11,018              11,014          11,836           12,150             33,345             34,929

    Securities gains, net                                            1                                            86                   2              48               33                 89                 88

    Insurance commissions                                       28,194                                        28,803              33,249          25,348           28,584             90,246             91,396

    Trust income                                                 3,641                                         3,493               3,430           3,469            3,653             10,564             11,232

    Annuity fees                                                   446                                           465                 477             449              539              1,388              1,567

    Brokerage commissions and fees                               1,225                                         1,389               1,202           1,457            1,375              3,816              4,486

    Bank-owned life insurance                                    1,775                                         1,813               1,893           1,881            1,842              5,481              5,576

    Other miscellaneous income                                   2,699                                         4,078               2,669           2,962            3,156              9,446              9,181

         Total noninterest revenue                             $70,868                                       $69,683             $65,515         $67,386          $62,953           $206,066           $210,582
                                                               =======                                       =======             =======         =======          =======           ========           ========


    NONINTEREST EXPENSE:

    Salaries and employee benefits                             $82,079                                       $81,832             $82,467         $80,177          $81,354            246,378           $242,292

    Occupancy, net of rental income                             10,412                                        10,109              10,273          10,434           10,819             30,794             31,432

    Equipment                                                    3,423                                         3,295               3,765           3,569            3,742             10,483             11,740

    Deposit insurance assessments                                3,227                                         2,582               2,288           2,630            2,191              8,097              6,879

    Regulatory settlement                                            -                                            -             10,277               -               -            10,277                  -

    Advertising                                                    925                                         1,043                 633           1,009              812              2,601              3,279

    Foreclosed property expense                                    859                                         1,309               1,181           3,014              808              3,349              4,404

    Telecommunications                                           1,288                                         1,259               1,295           1,322            1,267              3,842              3,904

    Public relations                                               718                                           599                 661             702              588              1,978              2,067

    Data processing                                              6,856                                         6,685               6,391           6,092            6,156             19,932             18,056

    Computer software                                            2,976                                         2,732               2,660           2,609            2,595              8,368              7,891

    Amortization of intangibles                                    923                                           869                 880             922              948              2,672              3,041

    Legal                                                        1,064                                         1,754               4,535          19,434            1,233              7,353             10,912

    Merger expense                                                   -                                            1                   1              13                8                  2                 12

    Postage and shipping                                         1,059                                           985               1,117           1,139            1,030              3,161              3,396

    Other miscellaneous expense                                 13,703                                        13,664              13,876          15,285           12,899             41,243             42,255

         Total noninterest expense                            $129,512                                      $128,718            $142,300        $148,351         $126,450           $400,530           $391,560
                                                              ========                                      ========            ========        ========         ========           ========           ========


    INSURANCE COMMISSIONS:

    Property and casualty commissions                          $20,927                                       $20,417             $19,877         $18,814          $21,155             61,221            $62,973

    Life and health commissions                                  5,897                                         6,252               5,615           5,823            5,775             17,764             17,389

    Risk management income                                         674                                           592                 623             672              709              1,889              2,012

    Other                                                          696                                         1,542               7,134              39              945              9,372              9,022

         Total insurance commissions                           $28,194                                       $28,803             $33,249         $25,348          $28,584            $90,246            $91,396
                                                               =======                                       =======             =======         =======          =======            =======            =======



                                                                                          BancorpSouth, Inc.

                                                                                   Selected Additional Information

                                                                                        (Dollars in thousands)

                                                                                             (Unaudited)


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

                                                     Sep-16                                          Jun-16                 Mar-16            Dec-15            Sep-15
                                                     ------                                          ------                 ------            ------            ------

    MORTGAGE SERVICING RIGHTS:

    Fair value, beginning of period                            $48,108                                              $50,544           $57,268           $52,973            $55,924

    Additions to mortgage servicing rights:

       Originations of servicing assets                          4,349                                                3,723             2,612             3,065              4,231

    Changes in fair value:

       Due to payoffs/paydowns                                 (2,338)                                             (2,066)          (1,380)          (1,633)           (1,872)

       Due to change in valuation inputs or

         assumptions used in the valuation model                 1,813                                              (4,092)          (7,954)            2,865            (5,308)

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

    Fair value, end of period                                  $51,930                                              $48,108           $50,544           $57,268            $52,973
                                                               =======                                              =======           =======           =======            =======


    Production revenue:

       Origination                                              $8,168                                              $10,523            $7,208            $4,909             $5,154

       Servicing                                                 4,639                                                4,678             4,744             4,381              4,365

       Payoffs/Paydowns                                        (2,338)                                             (2,066)          (1,380)          (1,633)           (1,872)
                                                                ------                                               ------            ------            ------             ------

         Total production revenue                               10,469                                               13,135            10,572             7,657              7,647

    Market value adjustment                                      1,813                                              (4,092)          (7,954)            2,865            (5,308)
                                                                 -----                                               ------            ------             -----             ------

    Total mortgage banking revenue                             $12,282                                               $9,043            $2,618           $10,522             $2,339
                                                               =======                                               ======            ======           =======             ======


    Mortgage loans serviced                                 $6,285,027                                           $6,156,258        $6,096,220        $6,011,236         $5,942,736

    MSR/mtg loans serviced                                       0.83%                                               0.78%            0.83%            0.95%             0.89%


    AVAILABLE-FOR-SALE SECURITIES, at fair value

    U.S. Government agencies                                $1,691,866                                           $1,310,803        $1,196,167        $1,244,640         $1,255,717

    Government agency issued residential

       mortgage-back securities                                184,095                                              180,178           189,741           140,540            206,878

    Government agency issued commercial

       mortgage-back securities                                178,827                                              193,475           207,908           260,693            229,922

    Obligations of states and political subdivisions           384,995                                              399,391           408,537           417,499            451,600

    Other                                                       28,416                                               20,036            14,020            18,957             17,008

    Total available-for-sale securities                     $2,468,199                                           $2,103,883        $2,016,373        $2,082,329         $2,161,125
                                                            ==========                                           ==========        ==========        ==========         ==========



                                                                                                                           BancorpSouth, Inc.

                                                                                                    Reconciliation of Non-GAAP Measures and Other Ratio Definitions

                                                                                                            (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 net operating income, net operating income-excluding MSR, tangible shareholders' equity to
     tangible assets, return on tangible equity, operating return on tangible equity-excluding MSR,  operating return on average assets-excluding MSR, operating return on average shareholders' equity-excluding MSR, tangible book value per share, operating earnings per share, operating earnings per share-
     excluding MSR, efficiency ratio (tax equivalent) and operating efficiency ratio-excluding MSR (tax equivalent).  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 capital position and 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 Net Operating Income and Net Operating Income-Excluding MSR to Net Income:


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

                                                                                                                                    9/30/2016                                          6/30/2016                    3/31/2016                    12/31/2015                    9/30/2015
                                                                                                                                    ---------                                          ---------                    ---------                    ----------                    ---------


    Net income                                                                                                            $37,817                                             $34,692                       $22,549                       $21,169                        $34,343

    Plus:                                 Merger expense, net of tax                                                                                                               -                            1                             1                              8                             5

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

                                          Regulatory related charges, net of tax                                                                                                   -                            -                        9,412                              -                            -

    Less:                                 Security gains, net of tax                                                                                                               -                           53                             2                             30                            20

    Net operating income                                                                                                  $37,817                                             $34,640                       $31,960                       $31,393                        $34,328
                                                                                                                          =======                                             =======                       =======                       =======                        =======


    Less:                                 MSR market value adjustment, net of tax                                                                                              1,124                       (2,537)                      (4,931)                         1,776                       (3,291)

    Net operating income-excluding MSR                                                                                    $36,693                                             $37,177                       $36,891                       $29,617                        $37,619
                                                                                                                          =======                                             =======                       =======                       =======                        =======



                                                                                                                 BancorpSouth, Inc.

                                                                                           Reconciliation of Non-GAAP Measures and Other Ratio Definitions

                                                                                                  (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
                                                                                                                                                                                   -------------

                                                                                                                                  9/30/2016                      6/30/2016                   3/31/2016                  12/31/2015                   9/30/2015
                                                                                                                                  ---------                      ---------                   ---------                  ----------                   ---------

    Tangible assets

    Total assets                                                                                                                $14,611,483                     $14,137,160                  $13,926,398                  $13,798,662                  $13,787,424

    Less:                                             Goodwill                                                                                         294,901                    294,901                      291,498                      291,498                      291,498

                                                      Other identifiable intangible assets                                                              19,908                     20,831                       19,664                       20,545                       21,466


    Total tangible assets                                                                                         $14,296,674                       $13,821,428                $13,615,236                  $13,486,619                  $13,474,460


    Tangible shareholders' equity

    Total shareholders' equity                                                                                     $1,724,104                        $1,713,043                 $1,679,793                   $1,655,444                   $1,644,820

    Less:                                             Goodwill                                                                                         294,901                    294,901                      291,498                      291,498                      291,498

                                                      Other identifiable intangible assets                                                              19,908                     20,831                       19,664                       20,545                       21,466


    Total tangible shareholders' equity                                                                            $1,409,295                        $1,397,311                 $1,368,631                   $1,343,401                   $1,331,856


    Total average assets                                                                                          $14,366,759                       $14,027,786                $13,851,661                  $13,724,595                  $13,632,581

    Total common shares outstanding                                                                                                              94,074,740                 94,546,091                   94,438,626                   94,162,728                   93,969,994

    Average shares outstanding-diluted                                                                                                           94,563,833                 94,694,795                   94,593,540                   94,384,443                   96,467,728


    Tangible shareholders' equity to tangible assets (1)                                                                                              9.86%                    10.11%                      10.05%                       9.96%                       9.88%

    Return on tangible equity (2)                                                                                                                    10.68%                     9.99%                       6.63%                       6.25%                      10.23%

    Operating return on tangible equity-excluding MSR (3)                                                                                            10.36%                    10.70%                      10.84%                       8.75%                      11.21%

    Operating return on average assets-excluding MSR (4)                                                                                              1.02%                     1.07%                       1.07%                       0.86%                       1.09%

    Operating return on average shareholders' equity-excluding MSR (5)                                                                                8.49%                     8.84%                       8.89%                       7.12%                       8.88%

    Tangible book value per share (6)                                                                                  $14.98                            $14.78                     $14.49                       $14.27                       $14.17

    Operating earnings per share (7)                                                                                    $0.40                             $0.37                      $0.34                        $0.33                        $0.36

    Operating earnings per share-excluding MSR (8)                                                                      $0.39                             $0.39                      $0.39                        $0.31                        $0.39




             (1)    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.


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


             (3)    Operating return on tangible
                     equity-excluding MSR is defined
                     by the Company as annualized net
                     operating income-excluding MSR
                     divided by tangible shareholders'
                     equity.


             (4)    Operating return on average
                     assets-excluding MSR is defined
                     by the Company as annualized net
                     operating income-excluding MSR
                     divided by total average assets.


             (5)    Operating return on average
                     shareholders' equity-excluding
                     MSR is defined by the Company as
                     annualized net operating income-
                     excluding MSR divided by average
                     shareholders' equity.


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


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


             (8)    Operating earnings per share-
                     excluding MSR is defined by the
                     Company as net operating income-
                     excluding MSR divided by average
                     shares outstanding-diluted.





    Efficiency Ratio (tax equivalent) and Operating Efficiency Ratio-excluding MSR (tax equivalent) Definitions

    The efficiency ratio (tax equivalent) and the operating efficiency ratio-excluding MSR (tax equivalent) are supplemental financial measures utilized in management's internal evaluation of the Company's use of resources and are
     not defined under GAAP. The efficiency ratio (tax equivalent) is calculated by dividing total noninterest expense by total revenue, which includes net interest income plus noninterest income plus the tax equivalent adjustment.
     The operating efficiency ratio-excluding MSR (tax equivalent) excludes expense items otherwise disclosed as non-operating from total noninterest expense.  In addition, the MSR valuation adjustment as well as securities gains
     and losses are excluded from total revenue.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/bancorpsouth-announces-third-quarter-2016-financial-results-300347902.html

SOURCE BancorpSouth, Inc.