8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

October 18, 2016

Date of Report (Date of Earliest Event Reported)

RENASANT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Mississippi	001-13253	64-0676974
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

209 Troy Street, Tupelo, Mississippi 38804-4827

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, including area code: (662) 680-1001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 18, 2016, Renasant Corporation issued a press release announcing earnings for the third quarter of 2016. The press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d)    The following exhibit is furnished herewith:

Exhibit No.Description

99.1 Press release dated October 18, 2016 issued by Renasant Corporation announcing earnings for the third quarter of 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RENASANT CORPORATION
Date: October 18, 2016	By:	/s/ E. Robinson McGraw
		E. Robinson McGraw
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.Description

99.1 Press release dated October 18, 2016 issued by Renasant Corporation announcing earnings for the third quarter of 2016.

EX-99.1

Contacts:	For Media:	For Financials:
	John Oxford	Kevin Chapman
	Vice President	Executive Vice President
	Director of External Affairs	Chief Financial Officer
	(662) 680-1219	(662) 680-1450
	joxford@renasant.com	kchapman@renasant.com

Renasant Announces Record $23.2 Million in 2016 Third Quarter Earnings

TUPELO, MISSISSIPPI (October 18, 2016) - Renasant Corporation (NASDAQ: RNST) (the “Company”) today announced its financial results for the third quarter of 2016. Net income for the third quarter of 2016 was $23.18 million, or basic and diluted earnings per share (“EPS”) of $0.55, an increase of 42.90% from $16.22 million, or basic and diluted EPS of $0.40, for the third quarter of 2015.

The Company incurred pre-tax merger and conversion expenses of $268 thousand, equal to $178 thousand on an after-tax basis, during the third quarter of 2016 which had an immaterial impact on reported diluted EPS, as compared to pre-tax merger and conversion expenses incurred during the third quarter of 2015 of $7.75 million, equal to $5.24 million on an after-tax basis, which reduced diluted EPS by $0.13 for such quarter. In connection with the prepayment of approximately $38.89 million in long term advances from the Federal Home Loan Bank (“FHLB”) in the third quarter of 2016, the Company incurred prepayment penalty charges of $2.21 million, equal to $1.47 million

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on an after-tax basis, which reduced diluted EPS by $0.04. The Company did not incur any FHLB prepayment penalties in the third quarter of 2015. Excluding the impact of after-tax merger and conversion expenses and debt prepayment penalties incurred during each quarter, diluted EPS was $0.59 for the third quarter of 2016, as compared to $0.53 for the third quarter of 2015.

The Company’s balance sheet and results of operations as of and for the three months ending September 30, 2016, include the impact of the Company’s acquisition of KeyWorth Bank (“KeyWorth”), a Georgia state bank headquartered in Atlanta, Georgia, which was completed on April 1, 2016. As of the acquisition date, KeyWorth operated six offices in the Atlanta metropolitan area and had approximately $399 million in assets, approximately $284 million in total loans, and approximately $347 million in total deposits. The assets acquired and liabilities assumed were recorded at estimated fair value as of the acquisition date and are subject to change pending finalization of all valuations.

On August 22, 2016, the Company completed the public offering and sale of $60 million of its 5.00% fixed-to-floating rate subordinated notes due September 1, 2026, and $40 million of its 5.50% fixed-to-floating rate subordinated notes due September 1, 2031 (collectively, the “Notes”). The Notes were sold at par, resulting in net proceeds, after deducting underwriting discounts and expenses, of approximately $98.17 million. The Company intends to use the net proceeds from the Notes offerings for general corporate purposes, which may include providing capital to support the Company’s growth organically or through strategic acquisitions, repaying indebtedness and financing investments and capital expenditures, and for investments in the Bank as regulatory capital.

For the third quarter of 2016, the Company’s return on average assets and return on average equity were 1.08% and 8.12%, respectively, as compared to 0.81% and 6.33%, respectively, for the third

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quarter of 2015. The Company’s 2016 third quarter return on average tangible assets and return on average tangible shareholders’ equity were 1.20% and 15.15%, respectively, as compared to 0.93% and 12.20%, respectively, for the third quarter of 2015.

The following table presents the Company’s profitability metrics for the third quarter of 2016, including and excluding the impact of after-tax merger and conversion expenses and debt prepayment penalties:

	As Reported	Excluding Merger and Conversion Expenses and Debt Prepayment Penalties
Return on average assets	1.08%	1.15%
Return on average tangible assets	1.20%	1.28%
Return on average equity	8.12%	8.70%
Return on average tangible equity	15.15%	16.18%

“We are pleased with our third quarter financial results highlighted by 21.64% annualized linked quarter growth in our non-acquired loan portfolio and a strong performance from our mortgage division.  These metrics, among others, contributed to a return on average tangible assets of 1.28%, when excluding merger and conversion expenses and debt prepayment penalties,” said Renasant Chairman and Chief Executive Officer, E. Robinson McGraw. “Furthermore, the successful issuance of our subordinated notes at preferable interest rates provides us the ability to continue to capitalize on opportunities either through organic balance sheet growth or accretive acquisition opportunities.”

Total assets as of September 30, 2016, were approximately $8.54 billion, as compared to $7.93 billion as of December 31, 2015.

Total loans, including loans acquired in the KeyWorth, Heritage Financial Group, Inc. (“Heritage”), and First M&F Corporation (“First M&F”) acquisitions or in FDIC-assisted transactions (collectively referred to as “acquired loans”), were approximately $6.11 billion at September 30,

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2016, as compared to $5.41 billion at December 31, 2015. Excluding acquired loans, loans grew 18.16% to $4.53 billion at September 30, 2016, as compared to $3.83 billion at December 31, 2015. Non-acquired loans were $3.61 billion at September 30, 2015.

Total deposits were $6.82 billion at September 30, 2016, as compared to $6.22 billion at December 31, 2015. Noninterest-bearing deposits averaged approximately $1.51 billion, which represents 22.32% of the Company’s average deposits, for the third quarter of 2016, as compared to $1.27 billion, or 20.38% of average deposits, for the third quarter of 2015. The Company’s cost of funds was 40 basis points for the third quarter of 2016, as compared to 33 basis points for the same quarter in 2015.

As of September 30, 2016, the Company's Tier 1 leverage capital ratio was 9.38%, its Common Equity Tier 1 risk-based capital ratio was 10.16%, its Tier 1 risk-based capital ratio was 11.57%, and its total risk-based capital ratio was 13.84%. The Company’s regulatory capital ratios continue to be in excess of the regulatory minimums required to be classified as “well-capitalized.” At September 30, 2016, our tangible common equity ratio was 8.03%.

Net interest income was $75.73 million for the third quarter of 2016, as compared to $68.61 million for the third quarter of 2015. Net interest margin was 4.15% for the third quarter of 2016, as compared to 4.09% for the third quarter of 2015. Additional interest income recognized in connection with the acceleration of pay downs and payoffs from acquired loans increased net interest margin by $3.40 million, or 18 basis points, in the third quarter of 2016 and $726 thousand, or 4 basis points, in the third quarter of 2015.

The Company’s noninterest income is derived from diverse lines of business which primarily consist of originations and sales of mortgage loans, wealth management and insurance revenue sources

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along with income from deposit and loan products. Total noninterest income was $38.27 million for the third quarter of 2016, as compared to $32.08 million for the third quarter of 2015. The Company’s overall increase in noninterest income for the third quarter, as compared to the same period in the prior year, is primarily attributable to an increase in mortgage banking income and the KeyWorth acquisition.

Noninterest expense was $76.47 million for the third quarter of 2016, as compared to $75.98 million for the third quarter of 2015. The Company recorded merger and conversion expenses of approximately $268 thousand and $7.75 million during the third quarter of 2016 and 2015, respectively. During the current quarter, the Company recognized a penalty charge of $2.21 million in connection with the prepayment of approximately $38.89 million in borrowings from the FHLB. No such charge was incurred during the third quarter of 2015. After considering these expenses, which are typically nonrecurring, the Company’s overall growth in noninterest expense for the third quarter, as compared to the same period in the prior year, is primarily attributable to the addition of KeyWorth operations.

Annualized net charge-offs as a percentage of average loans were 0.05% for the third quarter of 2016, as compared to 0.04% for the third quarter of 2015. The Company recorded a provision for loan losses of $2.65 million for the third quarter of 2016, as compared to $750 thousand for the third quarter of 2015. The increase in provision is primarily attributed to the Company’s loan growth over such period.

Nonperforming assets consists of loans 90 days or more past due, nonaccrual loans and other real estate owned (“OREO”). The following table provides details of the Company’s nonperforming assets as of the dates presented (in thousands):

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	September 30, 2016	December 31, 2015	September 30, 2015
Not acquired	$23,198	$27,958	$29,105
Acquired and subject to loss-share agreements	3,340	9,746	10,596
Acquired and not subject to loss-share agreements	41,697	43,125	43,835
Total	$68,235	$80,829	$83,536

Since the nonperforming assets acquired in previous acquisitions or in connection with FDIC-assisted transactions (collectively referred to as “acquired nonperforming assets”) were recorded at fair value at the time of acquisition or are subject to loss-share agreements with the FDIC, which significantly mitigates the Company’s actual loss, the remaining information in this release on nonperforming loans, OREO and the related asset quality ratios excludes these acquired nonperforming assets.

The Company’s nonperforming loans (loans 90 days or more past due and nonaccrual loans) were $14.77 million as of September 30, 2016, as compared to $14.97 million as of December 31, 2015. Nonperforming loans as a percentage of total loans were 0.33% as of September 30, 2016, as compared to 0.39% as of December 31, 2015.

The allowance for loan losses totaled $45.92 million at September 30, 2016, as compared to $42.05 million as of September 30, 2015, and $42.44 million as of December 31, 2015. The allowance for loan losses as a percentage of loans was 1.01% as of September 30, 2016, as compared to 1.17% as of September 30, 2015, and 1.11% as of December 31, 2015.

The Company’s coverage ratio, or its allowance for loan losses as a percentage of nonperforming loans, was 310.95% as of September 30, 2016, as compared to 277.22% as of September 30, 2015, and 283.46% as of December 31, 2015. Loans 30-to-89 days past due as a percentage of total loans were 0.22% at September 30, 2016, as compared to 0.23% at September 30, 2015, and 0.19% at December 31, 2015.

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OREO was $8.43 million as of September 30, 2016, as compared to $12.99 million at December 31, 2015. The Company continues to proactively market the properties held in OREO as it sold approximately $4.18 million of OREO during the nine months ended September 30, 2016.

CONFERENCE CALL INFORMATION:

The Company will hold executive management’s quarterly webcast and conference call with analysts on Wednesday, October 19, 2016 at 10:00 AM Eastern Time (9:00 AM Central Time). The webcast can be accessed through Renasant's investor relations website at www.renasant.com or http://services.choruscall.com/links/rnst161019.html. To access the conference via telephone, dial 1-877-513-1143 in the United States and request the Renasant Corporation Third Quarter Earnings Webcast and Conference Call. International participants should dial 1-412-902-4145 to access the conference call.

The webcast will be archived on www.renasant.com beginning one hour after the call and will remain accessible for one year. Replays can also be accessed via telephone by dialing 1-877-344-7529 in the United States and entering conference number 10094427 or by dialing 1-412-317-0088 internationally and entering the conference number. Telephone replay access is available until November 2, 2016.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank, a 112-year-old financial services institution. Renasant has assets of approximately $8.5 billion and operates more than 175 banking, mortgage, financial services and insurance offices in Mississippi, Tennessee, Alabama, Florida and Georgia.

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NOTE TO INVESTORS:

This news release may contain, or incorporate by reference, statements which may constitute “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. Such forward looking statements usually include words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions.

Prospective investors are cautioned that any such forward-looking statements are not guarantees for future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include significant fluctuations in interest rates, inflation, economic recession, significant changes in the federal and state legal and regulatory environment, significant underperformance in our portfolio of outstanding loans, and competition in our markets. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

NON-GAAP FINANCIAL MEASURES:

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures. These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, which the Company’s management uses when evaluating capital utilization and adequacy. In addition, the Company believes that these non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indications of its operating performance particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities. Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies.

The specific non-GAAP financial measures used are return on average tangible shareholders’ equity, return on average tangible assets and the ratio of tangible equity to tangible assets (commonly referred to as the “tangible capital ratio”). The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Investors should note that, because there are no standardized definitions for the calculations as well as the results, the Company’s calculations may not be comparable to other similarly titled measures presented by other companies. Also there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the table at the end of this release under the caption “Reconciliation of GAAP to Non-GAAP.”

###

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RENASANT CORPORATION
(Unaudited)
(Dollars in thousands, except per share data)
																							Q3 2016 -		For The Nine Months Ending
		2016									2015												Q3 2015		September 30,
		Third			Second			First			Fourth			Third			Second			First			Percent								Percent
		Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Variance		2016			2015			Variance
Statement of earnings
Interest income - taxable equivalent basis		$	84,794		$	85,783		$	78,009		$	79,679		$	76,242		$	58,516		$	55,910		11.22		$	248,586		$	190,668		30.38
Interest income		$	83,032		$	84,008		$	76,259		$	77,788		$	74,300		$	56,769		$	54,166		11.75		$	243,299		$	185,235		31.35
Interest expense		7,301			6,851			6,205			5,437			5,688			5,155			5,385			28.36		20,357			16,228			25.44
	Net interest income	75,731			77,157			70,054			72,351			68,612			51,614			48,781			10.38		222,942			169,007			31.91
Provision for loan losses		2,650			1,430			1,800			1,750			750			1,175			1,075			253.33		5,880			3,000			96.00
	Net interest income after provision	73,081			75,727			68,254			70,601			67,862			50,439			47,706			7.69		217,062			166,007			30.75
Service charges on deposit accounts		8,200			7,521			7,991			8,261			8,151			6,522			6,335			0.60		23,712			21,008			12.87
Fees and commissions on loans and deposits		4,921			4,877			4,244			4,353			4,271			3,505			3,632			15.22		14,042			11,408			23.09
Insurance commissions and fees		2,420			2,175			1,962			1,956			2,381			2,119			1,967			1.64		6,557			6,467			1.39
Wealth management revenue		3,040			2,872			2,891			2,609			2,833			2,210			2,156			7.31		8,803			7,199			22.28
Securities gains (losses)		—			1,257			(71		)	—			—			96			—			—		1,186			96			1,135.42
Mortgage banking income		15,846			13,420			11,915			11,702			11,893			6,791			5,429			33.24		41,181			24,113			70.78
Other		3,845			3,464			4,370			2,561			2,550			1,637			2,350			50.78		11,679			6,537			78.66
	Total noninterest income	38,272			35,586			33,302			31,442			32,079			22,880			21,869			19.31		107,160			76,828			39.48
Salaries and employee benefits		44,702			45,387			42,393			43,408			43,048			30,394			28,260			3.84		132,482			101,702			30.26
Data processing		4,560			4,502			4,158			4,003			3,819			3,199			3,230			19.40		13,220			10,248			29.00
Occupancy and equipment		8,830			8,531			8,224			8,171			7,733			5,524			5,559			14.19		25,585			18,816			35.97
Other real estate		1,540			1,614			957			698			861			954			532			78.86		4,111			2,347			75.16
Amortization of intangibles		1,684			1,742			1,697			1,753			1,803			1,239			1,275			(6.60	)	5,123			4,317			18.67
Merger and conversion related expenses		268			2,807			948			1,922			7,746			1,467			478			(96.54	)	4,023			9,691			(58.49	)
Debt extinguishment penalty		2,210			329			—			—			—			—			—			100.00		2,539			—			1.00
Other		12,674			12,347			11,437			10,779			10,969			8,305			7,985			15.54		36,458			27,259			33.75
	Total noninterest expense	76,468			77,259			69,814			70,734			75,979			51,082			47,319			0.64		223,541			174,380			28.19
Income before income taxes		34,885			34,054			31,742			31,309			23,962			22,237			22,256			45.58		100,681			68,455			47.08
Income taxes		11,706			11,154			10,526			10,149			7,742			6,842			7,017			51.20		33,386			21,601			54.56
	Net income	$	23,179		$	22,900		$	21,216		$	21,160		$	16,220		$	15,395		$	15,239		42.90		$	67,295		$	46,854		43.63
Basic earnings per share		$	0.55		$	0.54		$	0.53		$	0.53		$	0.40		$	0.49		$	0.48		37.50		$	1.62		$	1.36		19.12
Diluted earnings per share		0.55			0.54			0.52			0.52			0.40			0.48			0.48			37.50		1.61			1.35			19.26
Average basic shares outstanding		42,091,164			42,066,168			40,324,475			40,276,441			40,265,941			31,626,059			31,576,275			4.53		41,500,407			34,521,255			20.22
Average diluted shares outstanding		42,310,358			42,303,626			40,559,145			40,539,151			40,518,413			31,865,172			31,815,710			4.42		41,729,908			34,799,118			19.92
Common shares outstanding		42,102,224			42,085,690			40,373,753			40,293,291			40,268,455			31,644,706			31,604,937			4.55		42,102,224			40,268,455			4.55
Cash dividend per common share		$	0.18		$	0.18		$	0.17		$	0.17		$	0.17		$	0.17		$	0.17		5.88		$	0.53		$	0.51		3.92
Performance ratios
Return on average shareholders' equity		8.12		%	8.21		%	8.12		%	8.12		%	6.33		%	8.42		%	8.59		%			8.15		%	7.60		%
Return on average tangible shareholders' equity (1)		15.15		%	15.57		%	15.58		%	15.84		%	12.20		%	14.89		%	15.45		%			15.42		%	13.98		%
Return on average assets		1.08		%	1.08		%	1.07		%	1.06		%	0.81		%	1.06		%	1.06		%			1.08		%	0.96		%
Return on average tangible assets (2)		1.20		%	1.20		%	1.20		%	1.19		%	0.93		%	1.17		%	1.18		%			1.20		%	1.08		%
Net interest margin (FTE)		4.15		%	4.29		%	4.21		%	4.33		%	4.09		%	4.17		%	4.02		%			4.21		%	4.09		%
Yield on earning assets (FTE)		4.54		%	4.66		%	4.57		%	4.65		%	4.42		%	4.57		%	4.45		%			4.59		%	4.48		%
Cost of funding		0.40		%	0.38		%	0.37		%	0.32		%	0.33		%	0.41		%	0.43		%			0.38		%	0.38		%
Average earning assets to average assets		86.82		%	86.59		%	86.21		%	86.07		%	86.64		%	87.79		%	87.49		%			86.55		%	87.23		%
Average loans to average deposits		89.40		%	87.73		%	87.39		%	86.22		%	83.63		%	81.93		%	81.44		%			88.20		%	82.45		%
Noninterest income (less securities gains/
	losses) to average assets	1.78		%	1.62		%	1.69		%	1.58		%	1.61		%	1.56		%	1.52		%			1.69		%	1.57		%
Noninterest expense (less debt prepayment penalties/
	merger-related expenses) to average assets	3.44		%	3.49		%	3.48		%	3.46		%	3.43		%	3.40		%	3.26		%			3.47		%	3.37		%
Net overhead ratio		1.66		%	1.87		%	1.79		%	1.88		%	1.82		%	1.84		%	1.74		%			1.78		%	1.80		%
Efficiency ratio (FTE) (4)		62.46		%	63.91		%	63.86		%	63.45		%	64.73		%	63.53		%	62.94		%			63.39		%	63.85		%

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RENASANT CORPORATION
(Unaudited)
(Dollars in thousands, except per share data)
																							Q3 2016		For The Nine Months Ending
		2016									2015												Q3 2015		September 30,
		Third			Second			First			Fourth			Third			Second			First			Percent								Percent
		Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Variance		2016			2015			Variance
Average Balances
Total assets		$	8,562,198		$	8,541,818		$	7,961,700		$	7,898,803		$	7,897,769		$	5,847,539		$	5,821,758		8.41		$	8,357,438		$	6,529,959		27.99
Earning assets		7,433,461			7,396,284			6,863,905			6,798,474			6,842,452			5,133,567			5,093,223			8.64		7,233,303			5,696,155			26.99
Securities		1,045,905			1,111,831			1,103,504			1,117,322			1,143,577			999,962			989,743			(8.54	)	1,086,869			1,044,991			4.01
Mortgage loans held for sale		241,314			306,011			217,200			268,096			398,480			87,435			50,918			(39.44	)	254,930			180,217			41.46
Loans, net of unearned		6,048,017			5,897,650			5,482,167			5,341,943			5,223,273			3,978,514			3,969,243			15.79		5,811,351			4,394,937			32.23
Intangibles		497,064			499,503			473,852			473,996			449,042			295,441			296,682			10.69		490,225			347,613			41.03
Noninterest-bearing deposits		$	1,510,309		$	1,477,380		$	1,316,495		$	1,323,467		$	1,272,714		$	969,770		$	932,011		18.67		$	1,435,438		$	1,059,413		35.49
Interest-bearing deposits		5,255,102			5,245,406			4,956,983			4,872,432			4,972,717			3,886,199			3,941,863			5.68		5,153,589			4,270,702			20.67
Total deposits		6,765,411			6,722,786			6,273,478			6,195,899			6,245,431			4,855,969			4,873,874			8.33		6,589,027			5,330,115			23.62
Borrowed funds		550,222			594,459			539,078			568,548			556,269			204,884			168,758			(1.09	)	561,294			311,390			80.25
Shareholders' equity		1,135,072			1,121,298			1,050,668			1,033,692			1,016,143			733,158			719,687			11.70		1,102,655			824,082			33.80
																							Q3 2016 -		As of
		2016									2015												Q4 2015		September 30,
		Third			Second			First			Fourth			Third			Second			First			Percent								Percent
		Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Variance		2016			2015			Variance
Balances at period end
Total assets		$	8,542,323		$	8,529,566		$	8,146,229		$	7,926,496		$	7,910,963		$	5,899,190		$	5,881,849		7.77		$	8,542,323		$	7,910,963		7.98
Earning assets		7,409,068			7,396,888			7,045,179			6,778,485			6,810,285			5,186,419			5,168,498			9.30		7,409,068			6,810,285			8.79
Securities		1,039,957			1,063,592			1,101,820			1,105,205			1,139,553			965,290			1,016,394			(5.90	)	1,039,957			1,139,553			(8.74	)
Mortgage loans held for sale		189,965			276,782			298,365			225,254			317,681			108,023			102,780			(15.67	)	189,965			317,681			(40.20	)
Loans not acquired		4,526,026			4,292,549			4,074,413			3,830,434			3,607,005			3,407,925			3,274,314			18.16		4,526,026			3,607,005			25.48
Loans acquired and covered by FDIC loss-share agreements		30,533			42,171			44,989			93,142			100,839			121,626			125,773			(67.22	)	30,533			100,839			(69.72	)
Loans acquired and not covered by FDIC loss-share agreements		1,548,674			1,630,709			1,453,328			1,489,886			1,570,116			507,653			553,574			3.95		1,548,674			1,570,116			(1.37	)
	Total loans	6,105,233			5,965,429			5,572,730			5,413,462			5,277,960			4,037,204			3,953,661			12.78		6,105,233			5,277,960			15.67
Intangibles		496,233			497,917			476,539			474,682			474,830			294,808			296,053			4.54		496,233			474,830			4.51
Noninterest-bearing deposits		$	1,514,820		$	1,459,383		$	1,384,503		$	1,278,337		$	1,303,884		$	972,672		$	959,351		18.50		$	1,514,820		$	1,303,884		16.18
Interest-bearing deposits		5,302,978			5,243,104			5,046,874			4,940,265			4,930,677			3,917,772			3,983,418			7.34		5,302,978			4,930,677			7.55
	Total deposits	6,817,798			6,702,487			6,431,377			6,218,602			6,234,561			4,890,444			4,942,769			9.64		6,817,798			6,234,561			9.35
Borrowed funds		469,580			588,650			561,671			570,496			551,740			219,089			162,313			(17.69	)	469,580			551,740			(14.89	)
Shareholders' equity		1,142,099			1,124,256			1,053,178			1,036,818			1,024,930			730,976			723,196			10.15		1,142,099			1,024,930			11.43
Market value per common share		$	33.63		$	32.33		$	32.91		$	34.41		$	32.85		$	32.60		$	30.05		(2.27	)	$	33.63		$	32.85		2.37
Book value per common share		27.13			26.71			26.09			25.73			25.45			23.10			22.88			5.42		27.13			25.45			6.58
Tangible book value per common share		15.34			14.88			14.28			13.95			13.66			13.78			13.52			9.96		15.34			13.66			12.30
Shareholders' equity to assets (actual)		13.37		%	13.18		%	12.93		%	13.08		%	12.96		%	12.39		%	12.30		%			13.37		%	12.96		%
Tangible capital ratio (3)		8.03		%	7.80		%	7.52		%	7.54		%	7.40		%	7.78		%	7.65		%			8.03		%	7.40		%
Leverage ratio		9.38		%	9.18		%	9.19		%	9.16		%	8.95		%	9.89		%	9.74		%			9.38		%	8.95		%
Common equity tier 1 capital ratio		10.16		%	10.12		%	9.88		%	9.99		%	9.92		%	10.45		%	10.35		%			10.16		%	9.92		%
Tier 1 risk-based capital ratio		11.57		%	11.55		%	11.38		%	11.51		%	11.46		%	12.52		%	12.47		%			11.57		%	11.46		%
Total risk-based capital ratio		13.84		%	12.31		%	12.17		%	12.32		%	12.27		%	13.55		%	13.51		%			13.84		%	12.27		%

10

RENASANT CORPORATION
(Unaudited)
(Dollars in thousands, except per share data)
																						Q3 2016 -		As of
	2016									2015												Q4 2015		September 30,
	Third			Second			First			Fourth			Third			Second			First			Percent								Percent
	Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Quarter			Variance		2016			2015			Variance
Loans not acquired
Commercial, financial, agricultural	$	554,151		$	530,258		$	520,463		$	485,407		$	450,688		$	437,181		$	418,752		14.16		$	554,151		$	450,688		22.96
Lease Financing	45,510			43,116			41,937			34,815			24,698			17,633			11,560			30.72		45,510			24,698			84.27
Real estate- construction	415,934			381,690			325,188			291,701			268,805			212,071			200,966			42.59		415,934			268,805			54.73
Real estate - 1-4 family mortgages	1,388,066			1,328,948			1,263,879			1,204,228			1,128,556			1,073,816			1,025,264			15.27		1,388,066			1,128,556			22.99
Real estate - commercial mortgages	2,030,626			1,918,778			1,836,053			1,729,049			1,653,534			1,589,969			1,542,706			17.44		2,030,626			1,653,534			22.81
Installment loans to individuals	91,739			89,759			86,893			85,234			80,724			77,255			75,066			7.63		91,739			80,724			13.65
Loans, net of unearned	$	4,526,026		$	4,292,549		$	4,074,413		$	3,830,434		$	3,607,005		$	3,407,925		$	3,274,314		18.16		$	4,526,026		$	3,607,005		25.48
Loans acquired and covered by FDIC loss-share agreements
Commercial, financial, agricultural	$	14		$	607		$	624		$	2,406		$	2,467		$	3,726		$	3,917		(99.42	)	$	14		$	2,467		(99.43	)
Lease Financing	—			—			—			—			—			—			—			—		—			—			—
Real estate- construction	—			83			86			130			137			—			—			(100.00	)	—			137			(100.00	)
Real estate - 1-4 family mortgages	30,304			34,640			36,350			45,988			48,779			40,333			42,758			(34.10	)	30,304			48,779			(37.87	)
Real estate - commercial mortgages	180			6,790			7,870			44,550			49,382			77,536			79,064			(99.60	)	180			49,382			(99.64	)
Installment loans to individuals	35			51			59			68			74			31			34			(48.53	)	35			74			(52.70	)
Loans, net of unearned	$	30,533		$	42,171		$	44,989		$	93,142		$	100,839		$	121,626		$	125,773		(67.22	)	$	30,533		$	100,839		(69.72	)
Loans acquired and not covered by FDIC loss-share agreements
Commercial, financial, agricultural	$	139,961		$	152,071		$	133,847		$	149,024		$	167,966		$	39,652		$	52,119		(6.08	)	$	139,961		$	167,966		(16.67	)
Lease Financing	—			—			—			—			—			—			—			—		—			—			—
Real estate- construction	71,704			70,958			52,300			65,834			70,428			505			483			8.92		71,704			70,428			1.81
Real estate - 1-4 family mortgages	452,274			485,458			477,266			485,107			485,170			161,765			171,433			(6.77	)	452,274			485,170			(6.78	)
Real estate - commercial mortgages	864,825			898,108			763,587			760,130			813,973			295,484			317,224			13.77		864,825			813,973			6.25
Installment loans to individuals	19,910			24,114			26,328			29,791			32,579			10,247			12,315			(33.17	)	19,910			32,579			(38.89	)
Loans, net of unearned	$	1,548,674		$	1,630,709		$	1,453,328		$	1,489,886		$	1,570,116		$	507,653		$	553,574		3.95		$	1,548,674		$	1,570,116		(1.37	)
Asset quality data
Assets not acquired:
Nonaccrual loans	$	12,454		$	10,591		$	11,690		$	13,645		$	14,522		$	15,514		$	17,719		(8.73	)	$	12,454		$	14,522		(14.24	)
Loans 90 past due or more	2,315			1,428			2,495			1,326			647			5,647			1,193			74.59		2,315			647			257.81
Nonperforming loans	14,769			12,019			14,185			14,971			15,169			21,161			18,912			(1.35	)	14,769			15,169			(2.64	)
Other real estate owned	8,429			9,575			12,810			12,987			13,936			14,967			16,735			(35.10	)	8,429			13,936			(39.52	)
Nonperforming assets not acquired	$	23,198		$	21,594		$	26,995		$	27,958		$	29,105		$	36,128		$	35,647		(17.03	)	$	23,198		$	29,105		(20.30	)
Assets acquired and subject to loss share:
Nonaccrual loans	$	1,628		$	2,060		$	2,708		$	3,319		$	3,270		$	19,487		$	18,040		(50.95	)	$	1,628		$	3,270		(50.21	)
Loans 90 past due or more	786			2,076			4,343			3,609			4,143			—			—			(78.22	)	786			4,143			(81.03	)
Nonperforming loans	2,414			4,136			7,051			6,928			7,413			19,487			18,040			(65.16	)	2,414			7,413			(67.44	)
Other real estate owned	926			2,618			1,373			2,818			3,183			3,853			4,325			(67.14	)	926			3,183			(70.91	)
Nonperforming assets acquired and subject to loss share	$	3,340		$	6,754		$	8,424		$	9,746		$	10,596		$	23,340		$	22,365		(65.73	)	$	3,340		$	10,596		(68.48	)
Assets acquired and not subject to loss share:
Nonaccrual loans	$	12,105		$	13,312		$	12,368		$	12,070		$	15,796		$	1,085		$	1,627		0.29		$	12,105		$	15,796		(23.37	)
Loans 90 past due or more	12,619			13,650			10,805			11,458			8,824			2,523			9,636			10.13		12,619			8,824			43.01
Nonperforming loans	24,724			26,962			23,173			23,528			24,620			3,608			11,263			5.08		24,724			24,620			0.42
Other real estate owned	16,973			17,146			19,051			19,597			19,215			8,244			10,626			(13.39	)	16,973			19,215			(11.67	)
Nonperforming assets acquired	$	41,697		$	44,108		$	42,224		$	43,125		$	43,835		$	11,852		$	21,889		(3.31	)	$	41,697		$	43,835		(4.88	)
Net loan charge-offs (recoveries)	$	824		$	191		$	1,378		$	1,364		$	588		$	1,588		$	1,062		(39.59	)	$	2,393		$	3,238		(26.10	)
Allowance for loan losses	$	45,924		$	44,098		$	42,859		$	42,437		$	42,051		$	41,888		$	42,302		8.22		$	45,924		$	42,051		9.21
Annualized net loan charge-offs / average loans	0.05		%	0.01		%	0.10		%	0.10		%	0.04		%	0.16		%	0.11		%			0.06		%	0.10		%
Nonperforming loans / total loans*	0.69		%	0.72		%	0.80		%	0.84		%	0.89		%	1.10		%	1.22		%			0.69		%	0.89		%
Nonperforming assets / total assets*	0.80		%	0.85		%	0.95		%	1.02		%	1.06		%	1.21		%	1.36		%			0.80		%	1.06		%
Allowance for loan losses / total loans*	0.75		%	0.74		%	0.77		%	0.78		%	0.80		%	1.04		%	1.07		%			0.75		%	0.80		%
Allowance for loan losses / nonperforming loans*	109.59		%	102.28		%	96.51		%	93.42		%	89.09		%	94.65		%	87.74		%			109.59		%	89.09		%
Nonperforming loans / total loans**	0.33		%	0.28		%	0.35		%	0.39		%	0.42		%	0.62		%	0.58		%			0.33		%	0.42		%
Nonperforming assets / total assets**	0.27		%	0.25		%	0.33		%	0.35		%	0.37		%	0.61		%	0.61		%			0.27		%	0.37		%
Allowance for loan losses / total loans**	1.01		%	1.03		%	1.05		%	1.11		%	1.17		%	1.23		%	1.29		%			1.01		%	1.17		%
Allowance for loan losses / nonperforming loans**	310.95		%	366.90		%	302.14		%	283.46		%	277.22		%	197.95		%	223.68		%			310.95		%	277.22		%
*Based on all assets (includes acquired assets)
**Excludes all assets acquired

11

RENASANT CORPORATION
(Unaudited)
(Dollars in thousands, except per share data)
											RECONCILIATION OF GAAP TO NON-GAAP
																								For The Nine Months Ending
		2016									2015													September 30,
		Third			Second			First			Fourth			Third				Second			First
		Quarter			Quarter			Quarter			Quarter			Quarter				Quarter			Quarter			2016			2015
Net income (GAAP)		$	23,179		$	22,900		$	21,216		$	21,160		$	16,220			$	15,395		$	15,239		$	67,295		$	46,854
	Amortization of intangibles, net of tax	1,119			1,171			1,134			1,185			1,220				858			873			3,424			2,955
Tangible net income (non-GAAP)		$	24,298		$	24,071		$	22,350		$	22,345		$	17,440			$	16,253		$	16,112		$	70,719		$	49,809
Average shareholders' equity (GAAP)		$	1,135,072		$	1,121,298		$	1,050,668		$	1,033,692		$	1,016,143			$	733,158		$	719,687		$	1,102,655		$	824,082
	Intangibles	497,064			499,503			473,852			473,996			449,042				295,441			296,682			490,225			347,613
Average tangible s/h's equity (non-GAAP)		$	638,008		$	621,795		$	576,816		$	559,696		$	567,101			$	437,717		$	423,005		$	612,430		$	476,469
Average total assets (GAAP)		$	8,562,198		$	8,541,818		$	7,961,700		$	7,898,803		$	7,897,769			$	5,847,539		$	5,821,758		$	8,357,438		$	6,529,959
	Intangibles	497,064			499,503			473,852			473,996			449,042				295,441			296,682			490,225			347,613
Average tangible assets (non-GAAP)		$	8,065,134		$	8,042,315		$	7,487,848		$	7,424,807		$	7,448,727			$	5,552,098		$	5,525,076		$	7,867,213		$	6,182,346
Actual shareholders' equity (GAAP)		$	1,142,099		$	1,124,256		$	1,053,178		$	1,036,818		$	1,024,930			$	730,976		$	723,196		$	1,142,099		$	1,024,930
	Intangibles	496,233			497,917			476,539			474,682			474,830				294,808			296,053			496,233			474,830
Actual tangible s/h's equity (non-GAAP)		$	645,866		$	626,339		$	576,639		$	562,136		$	550,100			$	436,168		$	427,143		$	645,866		$	550,100
Actual total assets (GAAP)		$	8,542,323		$	8,529,566		$	8,146,229		$	7,926,496		$	7,910,963			$	5,899,190		$	5,881,849		$	8,542,323		$	7,910,963
	Intangibles	496,233			497,917			476,539			474,682			474,830				294,808			296,053			496,233			474,830
Actual tangible assets (non-GAAP)		$	8,046,090		$	8,031,649		$	7,669,690		$	7,451,814		$	7,436,133			$	5,604,382		$	5,585,796		$	8,046,090		$	7,436,133
(1) Return on Average Equity
Return on avg s/h's equity (GAAP)		8.12		%	8.21		%	8.12		%	8.12		%	6.33		%		8.42		%	8.59		%	8.15		%	7.60		%
	Effect of adjustment for intangible assets	7.03		%	7.36		%	7.46		%	7.72		%	5.87		%		6.47		%	6.86		%	7.27		%	6.37		%
Return on avg tangible s/h's equity (non-GAAP)		15.15		%	15.57		%	15.58		%	15.84		%	12.20		%		14.89		%	15.45		%	15.42		%	13.98		%
(2) Return on Average Assets
Return on (average) assets (GAAP)		1.08		%	1.08		%	1.07		%	1.06		%	0.81		%		1.06		%	1.06		%	1.08		%	0.96		%
	Effect of adjustment for intangible assets	0.12		%	0.13		%	0.13		%	0.13		%	0.11		%		0.12		%	0.12		%	0.13		%	0.12		%
Return on average tangible assets (non-GAAP)		1.20		%	1.20		%	1.20		%	1.19		%	0.93		%		1.17		%	1.18		%	1.20		%	1.08		%
(3) Shareholder Equity Ratio
Shareholders' equity to (actual) assets (GAAP)		13.37		%	13.18		%	12.93		%	13.08		%	12.96		%		12.39		%	12.30		%	13.37		%	12.96		%
	Effect of adjustment for intangible assets	5.34		%	5.38		%	5.41		%	5.54		%	5.56		%		4.61		%	4.65		%	5.34		%	5.56		%
Tangible capital ratio (non-GAAP)		8.03		%	7.80		%	7.52		%	7.54		%	7.40		%		7.78		%	7.65		%	8.03		%	7.40		%
											CALCULATION OF EFFICIENCY RATIO
Interest income (FTE)		$	84,794		$	85,783		$	78,009		$	79,679		$	76,242			$	58,516		$	55,910		$	248,586		$	190,668
	Interest expense	7,301			6,851			6,205			5,437			5,688				5,155			5,385			20,357			16,228
Net Interest income (FTE)		$	77,493		$	78,932		$	71,804		$	74,242		$	70,554			$	53,361		$	50,525		$	228,229		$	174,440
Total noninterest income		$	38,272		$	35,586		$	33,302		$	31,442		$	32,079			$	22,880		$	21,869		$	107,160		$	76,828
	Securities gains (losses)	—			1,257			(71		)	—			—				96			—			1,186			96
Total noninterest income		$	38,272		$	34,329		$	33,373		$	31,442		$	32,079			$	22,784		$	21,869		$	105,974		$	76,732
Total Income (FTE)		$	115,765		$	113,261		$	105,177		$	105,684		$	102,633			$	76,145		$	72,394		$	334,203		$	251,172
Total noninterest expense		$	76,468		$	77,259		$	69,814		$	70,734		$	75,979			$	51,082		$	47,319		$	223,541		$	174,380
	Amortization of intangibles	1,684			1,742			1,697			1,753			1,803				1,239			1,275			5,123			4,317
	Merger-related expenses	268			2,807			948			1,922			7,746				1,467			478			4,023			9,691
	Debt extinguishment penalty	2,210			329			—			—			—				—			—			2,539			—
Total noninterest expense		$	72,306		$	72,381		$	67,169		$	67,059		$	66,430		#	$	48,376		$	45,566		$	211,856		$	160,372
(4) Efficiency Ratio		62.46		%	63.91		%	63.86		%	63.45		%	64.73		%		63.53		%	62.94		%	63.39		%	63.85		%

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