EX-99.1

EX-99.1 2 d322678dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

News Release

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Contact:


William L. Prater				Will Fisackerly
Senior Executive Vice President and Chief Financial Officer				Senior Vice President and Director of Corporate Finance
662/680-2536				662/680-2475

BancorpSouth Announces Fourth Quarter and Annual 2016 Financial Results;

Declares Quarterly Dividend

TUPELO, MS, January 25, 2017/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and year ended December 31, 2016.

Annual highlights for 2016 included:

•

Net income of $132.7 million, or $1.41 per diluted share.

•

Generated net loan growth of $439.2 million, or 4.2 percent.

•

Reported total deposit growth of $357.0 million, or 3.2 percent.

•

Reached settlement with the Consumer Financial Protection Bureau and U.S. Department of Justice regarding their joint investigation into the Company’s fair lending practices; incurred related pre-tax charge of $13.8 million.

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Net operating income – excluding MSR – of $141.4 million, or $1.50 per diluted share.

•

Total operating expense declined $5.1 million compared to 2015.

•

Repurchased 988,060 shares of outstanding common stock at a weighted average price of $23.40 per share.

Highlights for the fourth quarter of 2016 included:

•

Net income of $37.7 million, or $0.40 per diluted share.

•

Generated net loan growth of $153.2 million, or 5.7 percent on an annualized basis.

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Reported total deposit growth of $98.1 million, or 3.4 percent on an annualized basis.

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Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000

BXS Announces Fourth Quarter 2016 Financial Results

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January 25, 2017

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Earnings benefitted from a positive pre-tax mortgage servicing rights (“MSR”) valuation adjustment of $11.2 million.

•

Net operating income – excluding MSR – of $30.7 million, or $0.33 per diluted share.

•

Credit quality remained stable; recorded provision for credit losses of $1.0 million for the quarter.

•

Repurchased 436,541 shares of outstanding common stock at a weighted average price of $22.91 per share.

•

Acquired certain assets of Gonzales, Louisiana based Waguespack & Associates Insurance, Inc. (“Waguespack”), which is expected to produce annual insurance commission revenues of approximately $3 million.

The Company reported net income of $37.7 million, or $0.40 per diluted share, for the fourth quarter of 2016 compared with net income of $21.2 million, or $0.22 per diluted share, for the fourth quarter of 2015 and net income of $37.8 million, or $0.40 per diluted share, for the third quarter of 2016. Additionally, the Company reported net income of $132.7 million, or $1.41 per diluted share, for the year ended December 31, 2016 compared to $127.5 million, or $1.33 per diluted share, for the year ended December 31, 2015.

The Company reported net operating income – excluding MSR – of $30.7 million, or $0.33 per diluted share, for the fourth quarter of 2016 compared to $29.6 million, or $0.31 per diluted share, for the fourth quarter of 2015 and $36.7 million, or $0.39 per diluted share, for the third quarter of 2016. Additionally, the Company reported net operating income – excluding MSR – of $141.4 million, or $1.50 per diluted share, for the year ended December 31, 2016 compared to $138.4 million, or $1.44 per diluted share, for the year ended December 31, 2015. Net operating income – excluding MSR – is a non-GAAP financial measure used by management to assess the core operating performance of the Company. This measure excludes items such as securities gains and losses, MSR valuation adjustments, restructuring charges, merger related expenses, industry related legal settlements, and other one-time charges. A full reconciliation of this measure is provided in the supplemental schedules of this news release.

At its regular quarterly meeting today, the Board of Directors of the Company declared a quarterly cash dividend of $0.125 per common share. The dividend is payable April 3, 2017 to shareholders of record at the close of business on March 15, 2017.

“Earnings for the quarter benefitted from the positive MSR valuation adjustment of $11.2 million as a result of the rising interest rate environment,” remarked Dan Rollins, BancorpSouth Chairman and Chief Executive Officer. “Otherwise, while seasonal headwinds in several of our non-interest product offerings prevented sequential quarter improvement in certain of our operating metrics, we continue to grow our Company. We reported net loan growth of $153.2 million, or 5.7 percent annualized, while total deposits grew $98.1 million, or 3.4 percent annualized. Credit quality continues to remain stable as well, reflected by our provision for credit losses for the quarter of $1.0 million. Finally, we continue to focus on controlling costs. Total operating expenses declined by over $5 million in 2016 compared to 2015.”

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BXS Announces Fourth Quarter 2016 Financial Results

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January 25, 2017

“Additionally, we continue to look for opportunities to deploy capital in a manner that enhances shareholder value. I’m excited about the opportunity presented by our transaction with the Waguespack team as we look to continue to expand our agency footprint and grow insurance commission revenue. This team is expected to add annual revenues of approximately $3 million to our book of business. Finally, we were able to continue to execute on our share repurchase program as we repurchased 436,541 shares during the quarter at a weighted average price of $22.91 per share.”

Net Interest Revenue

Net interest revenue was $115.4 million for the fourth quarter of 2016, an increase of 3.7 percent from $111.2 million for the fourth quarter of 2015 and an increase of 0.7 percent from $114.6 million for the third quarter of 2016. The fully taxable equivalent net interest margin was 3.46 percent for the fourth quarter of 2016 compared to 3.58 percent for the fourth quarter of 2015 and 3.51 percent for the third quarter of 2016. Yields on loans and leases were 4.18 percent for the fourth quarter of 2016 compared with 4.15 percent for the fourth quarter of 2015 and 4.20 percent for the third quarter of 2016, while yields on total interest earning assets were 3.70 percent for the fourth quarter of 2016 compared with 3.79 percent for the fourth quarter of 2015 and 3.74 percent for the third quarter of 2016. The average cost of deposits was 0.23 percent for the fourth quarter of 2016 compared to 0.21 percent for the fourth quarter of 2015 and 0.22 percent for the third quarter of 2016.

Asset, Deposit and Loan Activity

Total assets were $14.7 billion at December 31, 2016 compared with $13.8 billion at December 31, 2015. Loans and leases, net of unearned income, were $10.8 billion at December 31, 2016 compared with $10.4 billion at December 31, 2015.

Total deposits were $11.7 billion at December 31, 2016 compared with $11.3 billion at December 31, 2015. Time deposits decreased $12.2 million, or 0.7 percent, at December 31, 2016 compared to December 31, 2015. Over the same time period, interest bearing demand deposits increased $30.7 million, or 0.6 percent while noninterest bearing demand deposits increased $219.0 million, or 7.2 percent, and savings deposits increased $119.5 million, or 8.3 percent.

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the quarter reflect a provision for credit losses of $1.0 million, compared to no recorded provision for the fourth quarter of 2015 and no recorded provision for the third quarter of 2016. Total non-performing assets (“NPAs”) were $109.7 million, or 1.01 percent of net loans and leases, at December 31, 2016 compared with $109.7 million, or 1.06 percent of net loans and leases, at December 31, 2015, and $102.3 million, or 0.96 percent of net loans and leases, at September 30, 2016.

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BXS Announces Fourth Quarter 2016 Financial Results

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January 25, 2017

Net charge-offs for the fourth quarter of 2016 were $3.2 million, compared with net charge-offs of $6.6 million for the fourth quarter of 2015 and net charge-offs of $1.0 million for the third quarter of 2016. Gross charge-offs were $5.7 million for the fourth quarter of 2016, compared with $9.5 million for the fourth quarter of 2015 and $3.8 million for the third quarter of 2016. Gross recoveries of previously charged-off loans were $2.5 million for the fourth quarter of 2016, compared with $3.0 million for the fourth quarter of 2015 and $2.7 million for the third quarter of 2016. Annualized net charge-offs were 0.12 percent of average loans and leases for the fourth quarter of 2016, compared with annualized net charge-offs of 0.25 percent for the fourth quarter of 2015 and annualized net charge-offs of 0.04 percent for the third quarter of 2016.

Non-performing loans (“NPLs”) were $101.8 million, or 0.94 percent of net loans and leases, at December 31, 2016, compared with $94.9 million, or 0.92 percent of net loans and leases, at December 31, 2015, and $90.9 million, or 0.85 percent of net loans and leases, at September 30, 2016. The allowance for credit losses was $123.7 million, or 1.14 percent of net loans and leases, at December 31, 2016, compared with $126.5 million, or 1.22 percent of net loans and leases, at December 31, 2015 and $125.9 million, or 1.18 percent of net loans and leases, at September 30, 2016.

NPLs at December 31, 2016 consisted primarily of $71.8 million of nonaccrual loans, compared with $70.7 million of nonaccrual loans at September 30, 2016. NPLs at December 31, 2016 also included $4.0 million of loans 90 days or more past due and still accruing, compared with $2.3 million of such loans at September 30, 2016, and included restructured loans still accruing of $26.0 million at December 31, 2016, compared with $17.9 million of such loans at September 30, 2016. Early stage past due loans, representing loans 30-89 days past due, totaled $27.8 million at December 31, 2016 compared to $46.7 million at September 30, 2016. Other real estate owned decreased $3.6 million to $7.8 million during the fourth quarter of 2016 from $11.4 million at September 30, 2016.

Noninterest Revenue

Noninterest revenue was $73.0 million for the fourth quarter of 2016, compared with $67.4 million for the fourth quarter of 2015 and $70.9 million for the third quarter of 2016. These results included a positive MSR valuation adjustment of $11.2 million for the fourth quarter of 2016 compared with a positive MSR valuation adjustment of $2.9 million for the fourth quarter of 2015 and a positive MSR valuation adjustment of $1.8 million for the third 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 $6.6 million for the fourth quarter of 2016, compared with $7.7 million for the fourth quarter of 2015 and $10.5 million for the third quarter of 2016. Mortgage origination volume for the fourth quarter of 2016 was $395.9 million, compared with $310.0 million for the fourth quarter of 2015 and $478.2 million for the third quarter of 2016.

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BXS Announces Fourth Quarter 2016 Financial Results

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January 25, 2017

Credit and debit card fee revenue was $9.3 million for the fourth quarter of 2016, compared with $9.4 million for the fourth quarter of 2015 and $9.3 million for the third quarter of 2016. Deposit service charge revenue was $10.0 million for the fourth quarter of 2016, compared with $11.8 million for the fourth quarter of 2015 and $11.3 million for the third quarter of 2016. Insurance commission revenue was $25.7 million for the fourth quarter of 2016, compared with $25.3 million for the fourth quarter of 2015 and $28.2 million for the third quarter of 2016. Wealth management revenue was $5.4 million for the fourth quarter of 2016, compared with $5.4 million for the fourth quarter of 2015 and $5.3 million for the third quarter of 2016.

Noninterest Expense

Noninterest expense for the fourth quarter of 2016 was $131.5 million, compared with $148.4 million for the fourth quarter of 2015 and $129.5 million for the third quarter of 2016. Noninterest expense for the fourth quarter of 2015 included a charge of $16.5 million related to the settlement of a 2010 class action lawsuit related to overdraft fees. Salaries and employee benefits expense was $81.8 million for the fourth quarter of 2016 compared to $80.2 million for the fourth quarter of 2015 and $82.1 million for the third quarter of 2016. Occupancy expense was $10.3 million for the fourth quarter of 2016, compared with $10.4 million for the fourth quarter of 2015 and $10.4 million for the third quarter of 2016. Other noninterest expense was $34.0 million for the fourth quarter of 2016, compared to $51.5 million for the fourth quarter of 2015 and $30.4 million for the third 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 11.71 percent at December 31, 2016, compared with 12.00 percent at December 31, 2015 and 11.80 percent at September 30, 2016. The ratio of tangible shareholders’ equity to tangible assets was 9.73 percent at December 31, 2016, compared with 9.96 percent at December 31, 2015 and 9.86 percent at September 30, 2016.

On December 15, 2016, the Company redeemed $10.3 million in Junior Subordinated Debt Securities issued to City Bancorp Preferred Trust I. Subsequent to year-end, on January 9, 2017, the Company redeemed $6.7 million in Junior Subordinated Debt Securities issued to American State Capital Trust I and $6.2 million in Junior Subordinated Debt Securities issued to Business Holding Company Trust I. Each of these Junior Subordinated Debt Securities was assumed by the Company pursuant to various prior mergers.

Estimated regulatory capital ratios at December 31, 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 12.34 percent at December 31, 2016 and total risk based capital of 13.38 percent, compared with required minimum levels of 8 percent and 10 percent, respectively, in order to qualify for “well capitalized” classification.

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BXS Announces Fourth Quarter 2016 Financial Results

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January 25, 2017

Transactions

On December 19, 2016, BancorpSouth Insurance Services, Inc. announced and closed the acquisition of certain assets of Gonzales, Louisiana based Waguespack & Associates Insurance, Inc. The agency was formed in 1986 and is expected to produce annual revenues of approximately $3 million. Waguespack will continue to operate under current leadership in its current location in Gonzales.

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 December 31, 2016, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $647.6 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 Company and Central Community Corporation entered into an extension of the merger 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.

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 December 31, 2016, OIB, on a consolidated basis, reported total assets of $671.5 million, total loans of $494.8 million and total deposits of $567.2 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 Company and Ouachita Bancshares Corp. entered into an extension of the merger 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

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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.

For the most recent information regarding the status of the merger with Central Community Corporation and the status of the merger with Ouachita Bancshares Corp. in our periodic and current reports, please refer to the Form 8-K that was previously filed with the SEC on October 14, 2016.

Summary

Rollins concluded, “I believe our annual results for 2016 reflect our simple strategy of continuing to grow our Company while challenging expenses. We reported total loan growth for the year of over $435 million and total deposit growth of over $355 million. This growth, combined with a relatively stable net interest margin, resulted in annual growth in net interest income of $17.8 million, or 4.1 percent. Our mortgage team originated $1.7 billion in mortgage loans for the year and reported mortgage banking revenue growth, excluding MSR, of $4.0 million, or 11.0 percent. Our insurance team was able to grow their customer base and hold total commission revenue essentially flat, despite continued pricing pressure on premiums across the industry. Finally, we continue to improve our cost structure. Our operating efficiency ratio – excluding MSR – declined from 72.14 percent in 2015 to 69.92 percent for 2016. As we move into 2017, I’m confident this simple approach will allow us to continue improving our operating performance.”

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2016 results on January 26, 2017, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth’s website at www.bancorpsouth.com and accessing the “Investor Relations” webpage. 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 $14.7 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 234 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.

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BXS Announces Fourth Quarter 2016 Financial Results

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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, the growth of the Company’s insurance business and commission revenue, the growth of the Company’s loan, deposit and fee revenue sources, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, the utilization of the Company’s share repurchase program, the implementation and execution of 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 growth of the Company’s insurance business and commission revenue, the growth of the Company’s loan, deposit and fee revenue sources, 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, the utilization of the Company’s share repurchase program, the implementation and execution of cost saving initiatives, 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.

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BXS Announces Fourth Quarter 2016 Financial Results

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January 25, 2017

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended 12/31/2016			Quarter Ended 9/30/2016			Quarter Ended 6/30/2016			Quarter Ended 3/31/2016			Quarter Ended 12/31/2015			Year Ended 12/31/2016			Year Ended 12/31/2015
Earnings Summary:
Interest revenue	$	123,444		$	122,340		$	119,423		$	117,972		$	118,050		$	483,179		$	464,378
Interest expense		8,057			7,750			7,107			6,813			6,820			29,727			28,696

Net interest revenue		115,387			114,590			112,316			111,159			111,230			453,452			435,682
Provision for credit losses		1,000			—			2,000			1,000			—			4,000			(13,000	)

Net interest revenue, after provision for credit losses		114,387			114,590			110,316			110,159			111,230			449,452			448,682
Noninterest revenue		72,964			70,868			69,683			65,515			67,386			279,030			277,968
Noninterest expense		131,508			129,512			128,718			142,300			148,351			532,038			539,911

Income before income taxes		55,843			55,946			51,281			33,374			30,265			196,444			186,739
Income tax expense		18,173			18,129			16,589			10,825			9,096			63,716			59,248

Net income	$	37,670		$	37,817		$	34,692		$	22,549		$	21,169		$	132,728		$	127,491


Balance Sheet - Period End Balances
Total assets	$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398		$	13,798,662		$	14,724,388		$	13,798,662
Total earning assets		13,549,407			13,483,345			12,977,030			12,760,031			12,656,791			13,549,407			12,656,791
Total securities		2,531,676			2,468,199			2,103,883			2,016,373			2,082,329			2,531,676			2,082,329
Loans and leases, net of unearned income		10,811,991			10,658,761			10,575,978			10,444,697			10,372,778			10,811,991			10,372,778
Allowance for credit losses		123,736			125,887			126,935			126,506			126,458			123,736			126,458
Total deposits		11,688,141			11,590,059			11,364,367			11,486,697			11,331,161			11,688,141			11,331,161
Long-term debt		530,000			563,495			365,588			67,681			69,775			530,000			69,775
Total shareholders’ equity		1,723,883			1,724,104			1,713,043			1,679,793			1,655,444			1,723,883			1,655,444

Balance Sheet - Average Balances
Total assets	$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661		$	13,724,595		$	14,226,953		$	13,583,715
Total earning assets		13,525,284			13,265,266			12,963,056			12,830,000			12,628,685			13,147,264			12,505,670
Total securities		2,479,008			2,186,889			2,069,058			2,037,739			2,110,195			2,193,937			2,180,117
Loans and leases, net of unearned income		10,737,802			10,601,481			10,513,732			10,372,925			10,321,299			10,557,103			9,995,005
Total deposits		11,700,213			11,509,764			11,437,422			11,431,480			11,182,750			11,520,186			11,149,567
Long-term debt		534,141			430,886			219,434			67,750			69,775			313,979			72,900
Total shareholders’ equity		1,724,871			1,719,503			1,690,906			1,668,465			1,650,924			1,701,052			1,654,028

Nonperforming Assets:
Non-accrual loans and leases	$	71,812		$	70,725		$	68,638		$	81,926		$	83,028		$	71,812		$	83,028
Loans and leases 90+ days past due, still accruing		3,983			2,255			1,875			4,567			2,013			3,983			2,013
Restructured loans and leases, still accruing		26,047			17,936			9,687			7,753			9,876			26,047			9,876

Non-performing loans (NPLs)		101,842			90,916			80,200			94,246			94,917			101,842			94,917

Other real estate owned		7,810			11,391			14,658			12,685			14,759			7,810			14,759

Non-performing assets (NPAs)	$	109,652		$	102,307		$	94,858		$	106,931		$	109,676		$	109,652		$	109,676


Financial Ratios and Other Data:
Return on average assets		1.02	%		1.05	%		0.99	%		0.65	%		0.61	%		0.93	%		0.94	%
Operating return on average assets-excluding MSR*		0.83	%		1.02	%		1.07	%		1.07	%		0.86	%		0.99	%		1.02	%
Return on average shareholders’ equity		8.69	%		8.75	%		8.25	%		5.44	%		5.09	%		7.80	%		7.71	%
Operating return on average shareholders’ equity-excluding MSR*		7.08	%		8.49	%		8.84	%		8.89	%		7.12	%		8.31	%		8.37	%
Return on tangible equity*		10.70	%		10.68	%		9.99	%		6.63	%		6.25	%		9.47	%		9.50	%
Operating return on tangible equity-excluding MSR*		8.71	%		10.36	%		10.70	%		10.84	%		8.75	%		10.09	%		10.30	%
Noninterest income to average assets		1.98	%		1.96	%		2.00	%		1.90	%		1.95	%		1.96	%		2.05	%
Noninterest expense to average assets		3.57	%		3.59	%		3.69	%		4.13	%		4.29	%		3.74	%		3.97	%
Net interest margin-fully taxable equivalent		3.46	%		3.51	%		3.56	%		3.56	%		3.58	%		3.52	%		3.57	%
Net interest rate spread		3.36	%		3.41	%		3.47	%		3.47	%		3.48	%		3.42	%		3.47	%
Efficiency ratio (tax equivalent)*		68.95	%		68.92	%		69.77	%		79.39	%		81.86	%		71.67	%		74.53	%
Operating efficiency ratio-excluding MSR (tax equivalent)*		73.29	%		69.59	%		68.21	%		68.66	%		73.89	%		69.92	%		72.14	%
Loan/deposit ratio		92.50	%		91.96	%		93.06	%		90.93	%		91.54	%		92.50	%		91.54	%
Price to earnings multiple (avg)		22.02			18.86			19.07			17.33			18.17			22.02			18.17
Market value to book value		168.76	%		126.59	%		125.23	%		119.81	%		136.46	%		168.76	%		136.46	%
Market value to book value (avg)		145.61	%		129.73	%		124.62	%		116.78	%		142.53	%		127.73	%		136.87	%
Market value to tangible book value		207.63	%		154.87	%		153.53	%		147.04	%		168.15	%		207.63	%		168.15	%
Market value to tangible book value (avg)		179.14	%		158.71	%		152.78	%		143.33	%		175.64	%		157.14	%		168.67	%
Headcount FTE		3,998			3,981			4,028			3,966			3,970			3,998			3,970

*	Denotes non-GAAP financial measure. Refer to related disclosure and reconciliation on pages 20 and 21.

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BXS Announces Fourth Quarter 2016 Financial Results

Page 10

January 25, 2017

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended 12/31/2016			Quarter Ended 9/30/2016			Quarter Ended 6/30/2016			Quarter Ended 3/31/2016			Quarter Ended 12/31/2015			Year Ended 12/31/2016			Year Ended 12/31/2015

Credit Quality Ratios:
Net charge-offs to average loans and leases (annualized)		0.12	%		0.04	%		0.06	%		0.04	%		0.25	%		0.06	%		0.03	%
Provision for credit losses to average loans and leases (annualized)		0.04	%		0.00	%		0.08	%		0.04	%		0.00	%		0.04	%		(0.13	%)
Allowance for credit losses to net loans and leases		1.14	%		1.18	%		1.20	%		1.21	%		1.22	%		1.14	%		1.22	%
Allowance for credit losses to non-performing loans and leases		121.50	%		138.47	%		158.27	%		134.23	%		133.23	%		121.50	%		133.23	%
Allowance for credit losses to non-performing assets		112.84	%		123.05	%		133.82	%		118.31	%		115.30	%		112.84	%		115.30	%
Non-performing loans and leases to net loans and leases		0.94	%		0.85	%		0.76	%		0.90	%		0.92	%		0.94	%		0.92	%
Non-performing assets to net loans and leases		1.01	%		0.96	%		0.90	%		1.02	%		1.06	%		1.01	%		1.06	%

Equity Ratios:
Total shareholders’ equity to total assets		11.71	%		11.80	%		12.12	%		12.06	%		12.00	%		11.71	%		12.00	%
Tangible shareholders’ equity to tangible assets*		9.73	%		9.86	%		10.11	%		10.05	%		9.96	%		9.73	%		9.96	%

Capital Adequacy:
Common Equity Tier 1 capital		12.23	%		12.13	%		12.17	%		12.14	%		12.07	%		12.23	%		12.07	%
Tier 1 capital		12.34	%		12.32	%		12.37	%		12.34	%		12.27	%		12.34	%		12.27	%
Total capital		13.38	%		13.37	%		13.45	%		13.43	%		13.37	%		13.38	%		13.37	%
Tier 1 leverage capital		10.32	%		10.53	%		10.66	%		10.61	%		10.61	%		10.32	%		10.61	%
Estimated for current quarter

Common Share Data:
Basic earnings per share	$	0.40		$	0.40		$	0.37		$	0.24		$	0.22		$	1.41		$	1.33
Diluted earnings per share		0.40			0.40			0.37			0.24			0.22			1.41			1.33
Operating earnings per share*		0.40			0.40			0.37			0.34			0.33			1.51			1.44
Operating earnings per share- excluding MSR*		0.33			0.39			0.39			0.39			0.31			1.50			1.44
Cash dividends per share		0.13			0.13			0.10			0.10			0.10			0.45			0.35
Book value per share		18.40			18.33			18.12			17.79			17.58			18.40			17.58
Tangible book value per share*		14.95			14.98			14.78			14.49			14.27			14.95			14.27
Market value per share (last)		31.05			23.20			22.69			21.31			23.99			31.05			23.99
Market value per share (high)		31.75			25.09			24.18			23.64			27.23			31.75			27.23
Market value per share (low)		22.23			20.98			20.19			18.69			22.44			18.69			19.64
Market value per share (avg)		26.79			23.78			22.58			20.77			25.06			23.50			24.06
Dividend payout ratio		31.11	%		31.17	%		22.58	%		41.85	%		44.46	%		31.94	%		26.31	%
Total shares outstanding		93,696,687			94,074,740			94,546,091			94,438,626			94,162,728			93,696,687			94,162,728
Average shares outstanding - basic		93,740,626			94,303,916			94,461,025			94,369,211			94,111,408			94,218,694			95,824,989
Average shares outstanding - diluted		93,966,392			94,563,833			94,694,795			94,593,540			94,384,443			94,454,640			96,123,847

Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income		4.18	%		4.20	%		4.20	%		4.21	%		4.15	%		4.20	%		4.23	%
Available-for-sale securities:
Taxable		1.31	%		1.33	%		1.40	%		1.40	%		1.48	%		1.36	%		1.46	%
Tax-exempt		5.29	%		5.32	%		5.36	%		5.36	%		5.32	%		5.33	%		5.37	%
Short-term investments		0.41	%		0.52	%		0.39	%		0.33	%		0.22	%		0.42	%		0.23	%
Total interest earning assets and revenue		3.70	%		3.74	%		3.78	%		3.78	%		3.79	%		3.75	%		3.80	%
Deposits		0.23	%		0.22	%		0.21	%		0.21	%		0.21	%		0.22	%		0.23	%
Demand - interest bearing		0.20	%		0.19	%		0.18	%		0.17	%		0.18	%		0.19	%		0.18	%
Savings		0.12	%		0.12	%		0.12	%		0.12	%		0.12	%		0.12	%		0.12	%
Other time		0.79	%		0.78	%		0.75	%		0.73	%		0.71	%		0.76	%		0.77	%
Short-term borrowings		0.16	%		0.15	%		0.15	%		0.14	%		0.12	%		0.15	%		0.12	%
Total interest bearing deposits & short-term borrowings		0.31	%		0.30	%		0.29	%		0.28	%		0.28	%		0.29	%		0.30	%
Junior subordinated debt		3.53	%		3.27	%		3.23	%		3.18	%		2.93	%		3.30	%		2.87	%
Long-term debt		0.73	%		0.83	%		1.21	%		3.08	%		2.95	%		0.98	%		2.91	%
Total interest bearing liabilities and expense		0.34	%		0.34	%		0.32	%		0.31	%		0.31	%		0.33	%		0.33	%
Interest bearing liabilities to interest earning assets		69.43	%		69.33	%		69.47	%		69.75	%		69.23	%		69.49	%		70.09	%
Net interest tax equivalent adjustment	$	2,371		$	2,462		$	2,493		$	2,558		$	2,601		$	9,884		$	10,789

*	Denotes non-GAAP financial measure. Refer to related disclosure and reconciliation on pages 20 and 21.

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BXS Announces Fourth Quarter 2016 Financial Results

Page 11

January 25, 2017

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)


	Dec-16			Sep-16			Jun-16			Mar-16			Dec-15
	(Dollars in thousands)
Assets
Cash and due from banks	$	184,152		$	172,782		$	186,381		$	197,538		$	154,192
Interest bearing deposits with other banks		38,813			151,944			86,472			148,915			43,777
Available-for-sale securities, at fair value		2,531,676			2,468,199			2,103,883			2,016,373			2,082,329
Loans and leases		10,835,512			10,685,166			10,604,547			10,475,528			10,404,326
Less: Unearned income		23,521			26,405			28,569			30,831			31,548
Allowance for credit losses		123,736			125,887			126,935			126,506			126,458

Net loans and leases		10,688,255			10,532,874			10,449,043			10,318,191			10,246,320
Loans held for sale		166,927			204,441			210,698			150,046			157,907
Premises and equipment, net		305,561			305,245			305,694			306,765			308,125
Accrued interest receivable		42,005			41,583			39,645			41,401			40,901
Goodwill		300,798			294,901			294,901			291,498			291,498
Other identifiable intangibles		21,894			19,908			20,831			19,664			20,545
Bank owned life insurance		258,648			257,015			255,240			253,427			251,534
Other real estate owned		7,810			11,391			14,658			12,685			14,759
Other assets		177,849			151,200			169,714			169,895			186,775

Total Assets	$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398		$	13,798,662

Liabilities
Deposits:
Demand: Noninterest bearing	$	3,250,537		$	3,308,361		$	3,133,460		$	3,103,321		$	3,031,528
Interest bearing		5,034,470			4,877,482			4,838,704			5,033,565			5,003,806
Savings		1,561,819			1,533,401			1,512,694			1,506,942			1,442,336
Other time		1,841,315			1,870,815			1,879,509			1,842,869			1,853,491

Total deposits		11,688,141			11,590,059			11,364,367			11,486,697			11,331,161
Securities sold under agreement to repurchase		454,002			468,969			415,949			431,089			405,937
Federal funds purchased and other short-term borrowing		92,000			—			—			—			62,000
Accrued interest payable		3,975			4,107			3,727			3,305			3,071
Junior subordinated debt securities		12,888			23,198			23,198			23,198			23,198
Long-term debt		530,000			563,495			365,588			67,681			69,775
Other liabilities		219,499			237,551			251,288			234,635			248,076

Total Liabilities		13,000,505			12,887,379			12,424,117			12,246,605			12,143,218
Shareholders’ Equity
Common stock		234,242			235,187			236,365			236,097			235,407
Capital surplus		271,292			278,973			286,994			283,800			282,934
Accumulated other comprehensive loss		(50,937	)		(33,549	)		(27,587	)		(32,144	)		(41,825	)
Retained earnings		1,269,286			1,243,493			1,217,271			1,192,040			1,178,928

Total Shareholders’ Equity		1,723,883			1,724,104			1,713,043			1,679,793			1,655,444

Total Liabilities & Shareholders’ Equity	$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398		$	13,798,662

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BXS Announces Fourth Quarter 2016 Financial Results

Page 12

January 25, 2017

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)


	Dec-16			Sep-16			Jun-16			Mar-16			Dec-15
	(Dollars in thousands)
Assets
Cash and due from banks	$	171,791		$	157,233		$	117,193		$	71,528		$	159,696
Interest bearing deposits with other banks		165,805			311,545			237,635			316,108			69,552
Available-for-sale securities, at fair value		2,479,008			2,186,889			2,069,058			2,037,739			2,110,195
Loans and leases		10,763,314			10,629,522			10,543,795			10,405,063			10,353,913
Less: Unearned income		25,512			28,041			30,063			32,138			32,614
Allowance for credit losses		125,526			126,820			126,103			126,567			132,375

Net loans and leases		10,612,276			10,474,661			10,387,629			10,246,358			10,188,924
Loans held for sale		142,669			165,351			142,632			103,227			127,638
Premises and equipment, net		305,994			305,707			307,600			308,065			306,881
Accrued interest receivable		38,648			38,125			36,887			38,306			38,142
Goodwill		296,888			294,901			292,620			291,498			291,498
Other identifiable intangibles		20,303			20,248			19,796			19,987			20,880
Bank owned life insurance		257,397			255,967			254,191			252,422			250,577
Other real estate owned		9,084			13,664			15,666			14,523			21,049
Other assets		155,497			142,468			146,879			151,900			139,563

Total Assets	$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661		$	13,724,595

Liabilities
Deposits:
Demand: Noninterest bearing	$	3,344,632		$	3,221,539		$	3,122,153		$	3,014,896		$	3,106,947
Interest bearing		4,951,906			4,886,920			4,957,827			5,102,648			4,782,234
Savings		1,543,542			1,525,016			1,510,250			1,468,262			1,421,361
Other time		1,860,133			1,876,289			1,847,192			1,845,674			1,872,208

Total deposits		11,700,213			11,509,764			11,437,422			11,431,480			11,182,750
Securities sold under agreement to repurchase		475,669			454,826			443,340			431,260			466,865
Federal funds purchased and other short-term borrowing		3,924			11			4,275			10,484			107,408
Accrued interest payable		4,031			3,950			3,509			3,248			3,340
Junior subordinated debt securities		21,181			23,198			23,198			23,198			23,198
Long-term debt		534,141			430,886			219,434			67,750			69,775
Other liabilities		191,330			224,621			205,702			215,776			220,335

Total Liabilities		12,930,489			12,647,256			12,336,880			12,183,196			12,073,671
Shareholders’ Equity
Common stock		234,323			235,860			236,176			235,946			235,227
Capital surplus		271,900			283,437			284,818			282,796			282,076
Accumulated other comprehensive loss		(40,454	)		(29,743	)		(32,820	)		(36,184	)		(38,618	)
Retained earnings		1,259,102			1,229,949			1,202,732			1,185,907			1,172,239

Total Shareholders’ Equity		1,724,871			1,719,503			1,690,906			1,668,465			1,650,924

Total Liabilities & Shareholders’ Equity	$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661		$	13,724,595

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BXS Announces Fourth Quarter 2016 Financial Results

Page 13

January 25, 2017

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended										Year Ended
	Dec-16		Sep-16		Jun-16		Mar-16		Dec-15		Dec-16		Dec-15
INTEREST REVENUE:
Loans and leases	$	112,189	$	111,605	$	109,078	$	107,805	$	107,164	$	440,677	$	419,813
Deposits with other banks		169		409		229		263		40		1,070		438
Available-for-sale securities:
Taxable		7,105		6,189		6,009		5,888		6,550		25,191		26,308
Tax-exempt		2,771		2,898		2,924		3,032		3,137		11,625		13,075
Loans held for sale		1,210		1,239		1,183		984		1,159		4,616		4,744

Total interest revenue		123,444		122,340		119,423		117,972		118,050		483,179		464,378


INTEREST EXPENSE:
Interest bearing demand		2,514		2,361		2,208		2,163		2,166		9,246		8,820
Savings		470		462		451		443		434		1,826		1,703
Other time		3,711		3,661		3,436		3,354		3,356		14,162		14,837
Federal funds purchased and securities sold under agreement to repurchase		190		173		159		140		112		662		383
Long-term debt		985		902		665		530		581		3,082		2,285
Junior subordinated debt		187		190		187		183		171		747		667
Other		—		1		1		—		—		2		1

Total interest expense		8,057		7,750		7,107		6,813		6,820		29,727		28,696


Net interest revenue		115,387		114,590		112,316		111,159		111,230		453,452		435,682
Provision for credit losses		1,000		—		2,000		1,000		—		4,000		(13,000	)

Net interest revenue, after provision for credit losses		114,387		114,590		110,316		110,159		111,230		449,452		448,682


NONINTEREST REVENUE:
Mortgage banking		17,792		12,282		9,043		2,618		10,522		41,735		35,530
Credit card, debit card and merchant fees		9,262		9,292		9,495		8,961		9,414		37,010		36,533
Deposit service charges		9,956		11,313		11,018		11,014		11,836		43,301		46,765
Security gains, net		39		1		86		2		48		128		136
Insurance commissions		25,709		28,194		28,803		33,249		25,348		115,955		116,744
Wealth Management		5,401		5,312		5,347		5,109		5,375		21,169		22,660
Other		4,805		4,474		5,891		4,562		4,843		19,732		19,600

Total noninterest revenue		72,964		70,868		69,683		65,515		67,386		279,030		277,968


NONINTEREST EXPENSE:
Salaries and employee benefits		81,839		82,079		81,832		82,467		80,177		328,217		322,469
Occupancy, net of rental income		10,294		10,412		10,109		10,273		10,434		41,088		41,866
Equipment		3,563		3,423		3,295		3,765		3,569		14,046		15,309
Deposit insurance assessments		1,818		3,227		2,582		2,288		2,630		9,915		9,509
Regulatory settlement		—		—		—		10,277		—		10,277		—
Other		33,994		30,371		30,900		33,230		51,541		128,495		150,758

Total noninterest expense		131,508		129,512		128,718		142,300		148,351		532,038		539,911

Income before income taxes		55,843		55,946		51,281		33,374		30,265		196,444		186,739
Income tax expense		18,173		18,129		16,589		10,825		9,096		63,716		59,248

Net income	$	37,670	$	37,817	$	34,692	$	22,549	$	21,169	$	132,728	$	127,491


Net income per share: Basic	$	0.40	$	0.40	$	0.37	$	0.24	$	0.22	$	1.41	$	1.33

Diluted	$	0.40	$	0.40	$	0.37	$	0.24	$	0.22	$	1.41	$	1.33

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BXS Announces Fourth Quarter 2016 Financial Results

Page 14

January 25, 2017

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Dec-16			Sep-16			Jun-16			Mar-16			Dec-15
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,612,295		$	1,616,152		$	1,698,089		$	1,716,477		$	1,747,774
Real estate
Consumer mortgages		2,643,966			2,611,387			2,549,989			2,480,828			2,472,202
Home equity		628,846			622,566			614,686			605,228			589,752
Agricultural		245,377			242,171			251,566			239,422			259,360
Commercial and industrial-owner occupied		1,764,265			1,668,477			1,644,618			1,654,577			1,617,429
Construction, acquisition and development		1,157,248			1,121,386			1,021,218			966,362			945,045
Commercial real estate		2,237,719			2,240,717			2,254,653			2,233,742			2,188,048
Credit cards		109,656			107,447			108,101			106,714			112,165
All other		412,619			428,458			433,058			441,347			441,003

Total loans	$	10,811,991		$	10,658,761		$	10,575,978		$	10,444,697		$	10,372,778


ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	125,887		$	126,935		$	126,506		$	126,458		$	133,009

Loans and leases charged-off:
Commercial and industrial		(2,483	)		(1,180	)		(748	)		(140	)		(6,193	)
Real estate
Consumer mortgages		(905	)		(595	)		(477	)		(710	)		(1,146	)
Home equity		(873	)		(237	)		(224	)		(550	)		(147	)
Agricultural		—			(89	)		(10	)		(11	)		(16	)
Commercial and industrial-owner occupied		(20	)		(261	)		(660	)		(154	)		(357	)
Construction, acquisition and development		(10	)		(5	)		(280	)		(226	)		(221	)
Commercial real estate		—			(14	)		(870	)		(245	)		(122	)
Credit cards		(815	)		(696	)		(614	)		(720	)		(723	)
All other		(580	)		(713	)		(417	)		(487	)		(623	)

Total loans charged-off		(5,686	)		(3,790	)		(4,300	)		(3,243	)		(9,548	)


Recoveries:
Commercial and industrial		1,019			263			339			212			354
Real estate
Consumer mortgages		413			327			499			455			596
Home equity		71			109			246			80			123
Agricultural		15			28			96			36			20
Commercial and industrial-owner occupied		201			117			101			125			307
Construction, acquisition and development		195			382			524			272			1,061
Commercial real estate		176			1,043			509			683			149
Credit cards		208			262			199			181			152
All other		237			211			216			247			235

Total recoveries		2,535			2,742			2,729			2,291			2,997


Net charge-offs		(3,151	)		(1,048	)		(1,571	)		(952	)		(6,551	)

Provision charged to operating expense		1,000			—			2,000			1,000			—

Balance, end of period	$	123,736		$	125,887		$	126,935		$	126,506		$	126,458


Average loans for period	$	10,737,802		$	10,601,481		$	10,513,732		$	10,372,925		$	10,321,299


Ratio:
Net charge-offs to average loans (annualized)		0.12	%		0.04	%		0.06	%		0.04	%		0.25	%

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BXS Announces Fourth Quarter 2016 Financial Results

Page 15

January 25, 2017

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Dec-16			Sep-16			Jun-16			Mar-16			Dec-15
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	13,679		$	11,659		$	8,675		$	10,248		$	8,493
Real estate
Consumer mortgages		21,084			20,196			19,309			22,968			21,637
Home equity		3,817			3,721			2,734			3,564			4,021
Agricultural		1,546			1,194			1,107			932			921
Commercial and industrial-owner occupied		10,791			11,983			16,021			16,633			16,512
Construction, acquisition and development		7,022			6,939			6,086			7,720			9,130
Commercial real estate		13,402			14,793			14,197			19,417			21,741
Credit cards		161			121			159			188			188
All other		310			119			350			256			385

Total nonaccrual loans and leases	$	71,812		$	70,725		$	68,638		$	81,926		$	83,028


Loans and Leases 90+ Days Past Due, Still Accruing:		3,983			2,255			1,875			4,567			2,013
Restructured Loans and Leases, Still Accruing		26,047			17,936			9,687			7,753			9,876

Total non-performing loans and leases		101,842			90,916			80,200			94,246			94,917


OTHER REAL ESTATE OWNED:		7,810			11,391			14,658			12,685			14,759


Total Non-performing Assets	$	109,652		$	102,307		$	94,858		$	106,931		$	109,676


Additions to Nonaccrual Loans and Leases During the Quarter	$	16,007		$	17,319		$	10,553		$	15,933		$	34,050


Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	3,449		$	6,736		$	3,748		$	3,758		$	2,409
Real estate
Consumer mortgages		14,490			15,443			15,784			11,985			15,128
Home equity		3,072			3,854			2,842			2,414			2,456
Agricultural		1,283			616			367			240			303
Commercial and industrial-owner occupied		2,120			1,712			2,854			669			1,018
Construction, acquisition and development		1,344			1,272			1,137			1,489			1,070
Commercial real estate		653			15,221			3,776			1,831			830
Credit cards		726			774			677			569			677
All other		673			1,089			712			606			744

Total Loans and Leases 30-89 days past due, still accruing	$	27,810		$	46,717		$	31,897		$	23,561		$	24,635


Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.04	%		0.00	%		0.08	%		0.04	%		0.00	%
Allowance for credit losses to net loans and leases		1.14	%		1.18	%		1.20	%		1.21	%		1.22	%
Allowance for credit losses to non-performing loans and leases		121.50	%		138.47	%		158.27	%		134.23	%		133.23	%
Allowance for credit losses to non-performing assets		112.84	%		123.05	%		133.82	%		118.31	%		115.30	%
Non-performing loans and leases to net loans and leases		0.94	%		0.85	%		0.76	%		0.90	%		0.92	%
Non-performing assets to net loans and leases		1.01	%		0.96	%		0.90	%		1.02	%		1.06	%

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BXS Announces Fourth Quarter 2016 Financial Results

Page 16

January 25, 2017

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	December 31, 2016
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,562,263	$	—	$	41,618	$	100	$	—	$	8,314	$	1,612,295
Real estate
Consumer mortgages		2,579,905		522		61,602		282		—		1,655		2,643,966
Home equity		616,758		—		11,231		—		—		857		628,846
Agricultural		233,939		—		10,577		—		—		861		245,377
Commercial and industrial-owner occupied		1,705,266		3,668		47,010		—		—		8,321		1,764,265
Construction, acquisition and development		1,135,618		—		15,697		—		—		5,933		1,157,248
Commercial real estate		2,179,318		634		45,471		—		—		12,296		2,237,719
Credit cards		109,656		—		—		—		—		—		109,656
All other		405,611		—		7,008		—		—		—		412,619

Total loans	$	10,528,334	$	4,824	$	240,214	$	382	$	—	$	38,237	$	10,811,991


	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

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BXS Announces Fourth Quarter 2016 Financial Results

Page 17

January 25, 2017

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)


	December 31, 2016
	Alabama
	and Florida
	Panhandle			Arkansas			Louisiana			Mississippi			Missouri			Tennessee			Texas			Other			Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	150,644		$	194,141		$	181,338		$	594,016		$	78,450		$	122,403		$	225,390		$	65,913		$	1,612,295
Real estate
Consumer mortgages		349,488			320,160			229,038			833,535			87,015			305,512			491,396			27,822			2,643,966
Home equity		98,427			44,608			71,030			230,337			22,734			145,079			15,070			1,561			628,846
Agricultural		6,579			87,424			26,624			67,797			5,481			13,482			37,950			40			245,377
Commercial and industrial-owner occupied		200,929			191,826			206,321			713,548			45,248			147,034			259,359			—			1,764,265
Construction, acquisition and development		122,912			74,124			53,071			370,193			25,741			176,539			334,668			—			1,157,248
Commercial real estate		315,091			374,388			226,718			558,378			199,968			190,228			372,948			—			2,237,719
Credit cards		—			—			—			—			—			—			—			109,656			109,656
All other		55,318			43,212			25,540			209,058			3,511			24,898			44,829			6,253			412,619

Total loans	$	1,299,388		$	1,329,883		$	1,019,680		$	3,576,862		$	468,148		$	1,125,175		$	1,781,610		$	211,245		$	10,811,991


NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	167		$	530		$	4,000		$	15,179		$	—		$	385		$	3,422		$	235		$	23,918
Real estate
Consumer mortgages		2,166			4,279			1,875			11,325			430			1,920			3,948			151			26,094
Home equity		426			824			1,036			713			81			611			127			2			3,820
Agricultural		—			90			24			1,461			—			—			45			2			1,622
Commercial and industrial-owner occupied		1,163			3,972			1,810			6,200			317			611			606			—			14,679
Construction, acquisition and development		45			1,014			—			5,809			5			—			407			—			7,280
Commercial real estate		1,011			565			—			17,905			—			14			444			—			19,939
Credit cards		—			—			—			—			—			—			—			1,372			1,372
All other		—			1			26			268			—			20			2,802			1			3,118

Total loans	$	4,978		$	11,275		$	8,771		$	58,860		$	833		$	3,561		$	11,801		$	1,763		$	101,842


NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		0.11	%		0.27	%		2.21	%		2.56	%		0.00	%		0.31	%		1.52	%		0.36	%		1.48	%
Real estate
Consumer mortgages		0.62	%		1.34	%		0.82	%		1.36	%		0.49	%		0.63	%		0.80	%		0.54	%		0.99	%
Home equity		0.43	%		1.85	%		1.46	%		0.31	%		0.36	%		0.42	%		0.84	%		0.13	%		0.61	%
Agricultural		0.00	%		0.10	%		0.09	%		2.15	%		0.00	%		0.00	%		0.12	%		5.00	%		0.66	%
Commercial and industrial-owner occupied		0.58	%		2.07	%		0.88	%		0.87	%		0.70	%		0.42	%		0.23	%		N/A			0.83	%
Construction, acquisition and development		0.04	%		1.37	%		0.00	%		1.57	%		0.02	%		0.00	%		0.12	%		N/A			0.63	%
Commercial real estate		0.32	%		0.15	%		0.00	%		3.21	%		0.00	%		0.01	%		0.12	%		N/A			0.89	%
Credit cards		N/A			N/A			N/A			N/A			N/A			N/A			N/A			1.25	%		1.25	%
All other		0.00	%		0.00	%		0.10	%		0.13	%		0.00	%		0.08	%		6.25	%		0.02	%		0.76	%

Total loans		0.38	%		0.85	%		0.86	%		1.65	%		0.18	%		0.32	%		0.66	%		0.83	%		0.94	%

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BXS Announces Fourth Quarter 2016 Financial Results

Page 18

January 25, 2017

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)


	Quarter Ended												Year Ended
	Dec-16		Sep-16		Jun-16			Mar-16			Dec-15		Dec-16		Dec-15
NONINTEREST REVENUE:
Mortgage banking excl. MSR market value adjustment	$	6,550	$	10,469	$	13,135		$	10,572		$	7,657	$	40,726	$	36,691
MSR market value adjustment		11,242		1,813		(4,092	)		(7,954	)		2,865		1,009		(1,161	)
Credit card, debit card and merchant fees		9,262		9,292		9,495			8,961			9,414		37,010		36,533
Deposit service charges		9,956		11,313		11,018			11,014			11,836		43,301		46,765
Securities gains, net		39		1		86			2			48		128		136
Insurance commissions		25,709		28,194		28,803			33,249			25,348		115,955		116,744
Trust income		3,874		3,641		3,493			3,430			3,469		14,438		14,701
Annuity fees		257		446		465			477			449		1,645		2,016
Brokerage commissions and fees		1,270		1,225		1,389			1,202			1,457		5,086		5,943
Bank-owned life insurance		2,104		1,775		1,813			1,893			1,881		7,585		7,457
Other miscellaneous income		2,701		2,699		4,078			2,669			2,962		12,147		12,143

Total noninterest revenue	$	72,964	$	70,868	$	69,683		$	65,515		$	67,386	$	279,030	$	277,968


NONINTEREST EXPENSE:
Salaries and employee benefits	$	81,839	$	82,079	$	81,832		$	82,467		$	80,177		328,217	$	322,469
Occupancy, net of rental income		10,294		10,412		10,109			10,273			10,434		41,088		41,866
Equipment		3,563		3,423		3,295			3,765			3,569		14,046		15,309
Deposit insurance assessments		1,818		3,227		2,582			2,288			2,630		9,915		9,509
Regulatory settlement		—		—		—			10,277			—		10,277		—
Advertising		2,443		925		1,043			633			1,009		5,044		4,288
Foreclosed property expense		1,005		859		1,309			1,181			3,014		4,354		7,418
Telecommunications		1,245		1,288		1,259			1,295			1,322		5,087		5,226
Public relations		716		718		599			661			702		2,694		2,769
Data processing		6,903		6,856		6,685			6,391			6,092		26,835		24,148
Computer software		3,013		2,976		2,732			2,660			2,609		11,381		10,500
Amortization of intangibles		963		923		869			880			922		3,635		3,963
Legal		1,190		1,064		1,754			4,535			19,434		8,543		30,346
Merger expense		—		—		1			1			13		2		25
Postage and shipping		1,075		1,059		985			1,117			1,139		4,236		4,535
Other miscellaneous expense		15,441		13,703		13,664			13,876			15,285		56,684		57,540

Total noninterest expense	$	131,508	$	129,512	$	128,718		$	142,300		$	148,351	$	532,038	$	539,911


INSURANCE COMMISSIONS:
Property and casualty commissions	$	19,098	$	20,927	$	20,417		$	19,877		$	18,814		80,319	$	81,787
Life and health commissions		5,757		5,897		6,252			5,615			5,823		23,521		23,212
Risk management income		610		674		592			623			672		2,499		2,684
Other		244		696		1,542			7,134			39		9,616		9,061

Total insurance commissions	$	25,709	$	28,194	$	28,803		$	33,249		$	25,348	$	115,955	$	116,744

- MORE -

BXS Announces Fourth Quarter 2016 Financial Results

Page 19

January 25, 2017

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Dec-16			Sep-16			Jun-16			Mar-16			Dec-15
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	51,930		$	48,108		$	50,544		$	57,268		$	52,973
Additions to mortgage servicing rights:
Originations of servicing assets		4,022			4,349			3,723			2,612			3,065
Changes in fair value:
Due to payoffs/paydowns		(2,447	)		(2,338	)		(2,066	)		(1,380	)		(1,633	)
Due to change in valuation inputs or assumptions used in the valuation model		11,242			1,813			(4,092	)		(7,954	)		2,865
Other changes in fair value		(1	)		(2	)		(1	)		(2	)		(2	)

Fair value, end of period	$	64,746		$	51,930		$	48,108		$	50,544		$	57,268


Production revenue:
Origination	$	4,324		$	8,168		$	10,523		$	7,208		$	4,909
Servicing		4,673			4,639			4,678			4,744			4,381
Payoffs/Paydowns		(2,447	)		(2,338	)		(2,066	)		(1,380	)		(1,633	)

Total production revenue		6,550			10,469			13,135			10,572			7,657
Market value adjustment		11,242			1,813			(4,092	)		(7,954	)		2,865

Total mortgage banking revenue	$	17,792		$	12,282		$	9,043		$	2,618		$	10,522


Mortgage loans serviced	$	6,384,649		$	6,285,027		$	6,156,258		$	6,096,220		$	6,011,236
MSR/mtg loans serviced		1.01	%		0.83	%		0.78	%		0.83	%		0.95	%

AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,789,427		$	1,691,866		$	1,310,803		$	1,196,167		$	1,244,640
Government agency issued residential mortgage-back securities		176,243			184,095			180,178			189,741			140,540
Government agency issued commercial mortgage-back securities		172,279			178,827			193,475			207,908			260,693
Obligations of states and political subdivisions		360,005			384,995			399,391			408,537			417,499
Other		33,722			28,416			20,036			14,020			18,957

Total available-for-sale securities	$	2,531,676		$	2,468,199		$	2,103,883		$	2,016,373		$	2,082,329

- MORE -

BXS Announces Fourth Quarter 2016 Financial Results

Page 20

January 25, 2017

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures and Other Non-GAAP 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, total operating expense, 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												Year ended
		12/31/2016		9/30/2016		6/30/2016			3/31/2016			12/31/2015		12/31/2016		12/31/2015

Net income		$	37,670	$	37,817	$	34,692		$	22,549		$	21,169	$	132,728	$	127,491
Plus:	Merger expense, net of tax		—		—		1			1			8		2		15
	Legal charge, net of tax		—		—		—			—			10,246		—		10,246
	Regulatory related charges, net of tax		—		—		—			9,412			—		9,412		—
Less:	Security gains, net of tax		25		—		53			2			30		80		84

Net operating income		$	37,645	$	37,817	$	34,640		$	31,960		$	31,393	$	142,062	$	137,668


Less:	MSR market value adjustment, net of tax		6,970		1,124		(2,537	)		(4,931	)		1,776		626		(720	)

Net operating income-excluding MSR		$	30,675	$	36,693	$	37,177		$	36,891		$	29,617	$	141,436	$	138,388


Reconciliation of Total Operating Expense to Total Noninterest Expense:

Total noninterest expense		$	131,508	$	129,512	$	128,718		$	142,300		$	148,351	$	532,038	$	539,911
Less:	Merger expense		—		—		1			1			13		2		24
	Legal charge		—		—		—			—			16,500		—		16,500
	Regulatory related charges		—		—		—			13,777			—		13,777		—

Total operating expense		$	131,508	$	129,512	$	128,717		$	128,522		$	131,838	$	518,259	$	523,387

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BXS Announces Fourth Quarter 2016 Financial Results

Page 21

January 25, 2017

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures and Other Non-GAAP 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															Year ended
		12/31/2016			9/30/2016			6/30/2016			3/31/2016			12/31/2015			12/31/2016			12/31/2015
Tangible assets
Total assets		$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398		$	13,798,662		$	14,724,388		$	13,798,662
Less:	Goodwill		300,798			294,901			294,901			291,498			291,498			300,798			291,498
	Other identifiable intangible assets		21,894			19,908			20,831			19,664			20,545			21,894			20,545

Total tangible assets		$	14,401,696		$	14,296,674		$	13,821,428		$	13,615,236		$	13,486,619		$	14,401,696		$	13,486,619

Tangible shareholders’ equity
Total shareholders’ equity		$	1,723,883		$	1,724,104		$	1,713,043		$	1,679,793		$	1,655,444		$	1,723,883		$	1,655,444
Less:	Goodwill		300,798			294,901			294,901			291,498			291,498			300,798			291,498
	Other identifiable intangible assets		21,894			19,908			20,831			19,664			20,545			21,894			20,545

Total tangible shareholders’ equity		$	1,401,191		$	1,409,295		$	1,397,311		$	1,368,631		$	1,343,401		$	1,401,191		$	1,343,401

Total average assets		$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661		$	13,724,595		$	14,226,953		$	13,583,715
Total shares of common stock outstanding			93,696,687			94,074,740			94,546,091			94,438,626			94,162,728			93,696,687			94,162,728
Average shares outstanding-diluted			93,966,392			94,563,833			94,694,795			94,593,540			94,384,443			94,454,640			96,123,847

Tangible shareholders’ equity to tangible assets (1)			9.73	%		9.86	%		10.11	%		10.05	%		9.96	%		9.73	%		9.96	%
Return on tangible equity (2)			10.70	%		10.68	%		9.99	%		6.63	%		6.25	%		9.47	%		9.50	%
Operating return on tangible equity-excluding MSR (3)			8.71	%		10.36	%		10.70	%		10.84	%		8.75	%		10.09	%		10.30	%
Operating return on average assets-excluding MSR (4)			0.83	%		1.02	%		1.07	%		1.07	%		0.86	%		0.99	%		1.02	%
Operating return on average shareholders’ equity-excluding MSR (5)			7.08	%		8.49	%		8.84	%		8.89	%		7.12	%		8.31	%		8.37	%
Tangible book value per share (6)		$	14.95		$	14.98		$	14.78		$	14.49		$	14.27		$	14.95		$	14.27
Operating earnings per share (7)		$	0.40		$	0.40		$	0.37		$	0.34		$	0.33		$	1.51		$	1.44
Operating earnings per share-excluding MSR (8)		$	0.33		$	0.39		$	0.39		$	0.39		$	0.31		$	1.50		$	1.44

(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 shares of common stock 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.

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