EX-99.1

EX-99.1 2 d807086dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

News Release

LOGO


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

BancorpSouth Announces Third Quarter 2014 Earnings

TUPELO, MS, October 20, 2014/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and nine months ended September 30, 2014.

Highlights for the third quarter of 2014 included:

•

Net income of $28.8 million or $0.30 per diluted share.

•

Net operating income of $30.8 million or $0.32 per diluted share.

•

Progress toward remediating Bank Secrecy Act (“BSA”) and anti-money-laundering (“AML”) compliance weaknesses, which resulted in one-time pre-tax costs during the quarter of $3.1 million.

•

Generated net loan growth of $198.9 million, or 8.5 percent annualized, which represents the sixth consecutive quarter of net loan growth.

•

Net interest margin increased to 3.62 percent from 3.59 percent for the second quarter of 2014.

•

Meaningful growth in several non-interest revenue sources, including insurance commission revenue.

•

Non-performing loans and leases (“NPLs”) declined $4.7 million, or 6.4 percent, compared to the second quarter of 2014, while non-performing assets (“NPAs”) decreased $17.3 million, or 13.4 percent, over the same period.

The Company reported net income of $28.8 million, or $0.30 per diluted share, for the third quarter of 2014 compared with net income of $24.9 million, or $0.26 per diluted share, for the third quarter of 2013 and net income of $30.9 million, or $0.32 per diluted share, for the second quarter of 2014. Additionally, the Company reported net income of $88.1 million, or $0.92 per

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BancorpSouth, Inc.

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

BXS Announces Third Quarter Results

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October 20, 2014

diluted share, for the first nine months of 2014 compared to $66.4 million, or $0.70 per diluted share, for the first nine months of 2013.

The Company reported net operating income (excluding merger related and other non-operating expenses) of $30.8 million, or $0.32 per diluted share, for the third quarter of 2014 compared to $27.7 million, or $0.29 per diluted share, for the third quarter of 2013 and $31.5 million, or $0.33 per diluted share, for the second quarter of 2014.

The Company incurred pre-tax costs totaling $3.1 million during the quarter related to BSA and AML compliance remediation that are considered to be one-time in nature. This reflects the Company’s estimate of total one-time costs necessary to complete its enhancements to these programs. Annual ongoing costs associated with these programs are expected to total approximately $3 million pre-tax, $0.5 million of which is reflected in the third quarter results.

“Our results for the third quarter reflect continued positive momentum in several core fundamental areas of our company performance,” remarked Dan Rollins, Chairman and Chief Executive Officer. “Our lending team continues to win new business, which resulted in net quarterly loan growth of over eight percent on an annualized basis. We are also pleased with our ability to continue to maintain our net interest margin despite continued pressure on loan yields. Additionally, we benefitted from continued growth in several of our noninterest revenue line items, including insurance commission revenue. With that said, the primary focus of our efforts during the quarter has been on remediating the regulatory concerns identified regarding our BSA and AML processes. We are pleased with the progress that we have made on these efforts and our people continue to work diligently to make the necessary improvements.”

Earnings for the quarter reflect no recorded provision for credit losses, which is consistent with no recorded provision for the second quarter of 2014 and a decline from $0.5 million for the third quarter of 2013. NPLs declined $4.7 million, or 6.4 percent, during the third quarter of 2014 to $68.9 million at September 30, 2014 compared with $73.7 million at June 30, 2014 and declined $75.4 million, or 52.2 percent, from $144.3 million at September 30, 2013. In addition, total NPAs declined $17.3 million, or 13.4 percent, to $111.6 million at September 30, 2014 compared with $128.9 million at June 30, 2014 and declined $109.6 million, or 49.5 percent, from $221.2 million at September 30, 2013. Net charge-offs were $3.2 million for the third quarter of 2014 compared with $2.6 million for the second quarter of 2014 and $7.6 million for the third quarter of 2013.

Net Interest Revenue

Net interest revenue was $105.6 million for the third quarter of 2014, an increase of 5.4 percent from $100.2 million for the third quarter of 2013 and an increase of 2.5 percent from $103.1 million for the second quarter of 2014. The fully taxable equivalent net interest margin was 3.62 percent for the third quarter of 2014 compared to 3.45 percent for the third quarter of 2013 and 3.59 percent for the second quarter of 2014. Yields on loans and leases declined to 4.36 percent for the third quarter of 2014 compared with 4.55 percent for the third quarter of 2013 and 4.38 percent for the second quarter of 2014, while yields on total interest earning assets were relatively flat at 3.89 percent for the third quarter of 2014 compared with 3.85 percent for the

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third quarter of 2013 and 3.88 percent for the second quarter of 2014. The average cost of deposits was 0.28 percent for the third quarter of 2014 compared to 0.36 percent for the third quarter of 2013 and 0.28 percent for the second quarter of 2014.

Asset, Deposit and Loan Activity

Total assets were $13.1 billion at September 30, 2014 compared with $12.9 billion at September 30, 2013. Loans and leases, net of unearned income, were $9.5 billion at September 30, 2014 compared with $8.8 billion at September 30, 2013.

Total deposits were $10.7 billion at both September 30, 2014 and September 30, 2013. The decrease in time deposits of $326.4 million, or 13.6 percent, at September 30, 2014 compared to September 30, 2013 was partially offset by growth in noninterest bearing demand deposits, which increased $213.4 million, or 8.2 percent, over the same period. Additionally, savings deposits increased $91.6 million, or 7.5 percent, while interest bearing demand deposits remained relatively flat, over the same period. As of September 30, 2014, $804.3 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.89 percent.

Provision for Credit Losses and Allowance for Credit Losses

For the third quarter of 2014, no provision for credit losses was recorded, compared with $0.5 million for the third quarter of 2013 and no recorded provision for the second quarter of 2014. Net charge-offs for the third quarter of 2014 were $3.2 million, compared with $7.6 million for the third quarter of 2013 and $2.6 million for the second quarter of 2014. Recoveries of previously charged-off loans were $3.3 million for the third quarter of 2014, compared with $4.3 million for the third quarter of 2013 and $3.0 million for the second quarter of 2014. Annualized net charge-offs were 0.13 percent of average loans and leases for the third quarter of 2014, compared with 0.35 percent for the third quarter of 2013 and 0.11 percent for the second quarter of 2014.

NPLs were $68.9 million, or 0.72 percent of net loans and leases, at September 30, 2014, compared with $144.3 million, or 1.65 percent of net loans and leases, at September 30, 2013, and $73.7 million, or 0.79 percent of net loans and leases, at June 30, 2014. The allowance for credit losses was $144.0 million, or 1.51 percent of net loans and leases, at September 30, 2014 compared with $154.0 million, or 1.76 percent of net loans and leases, at September 30, 2013 and $147.1 million, or 1.58 percent of net loans and leases, at June 30, 2014.

NPLs at September 30, 2014 consisted primarily of $54.6 million of nonaccrual loans, compared with $64.5 million of nonaccrual loans at June 30, 2014. Payments received on nonaccrual loans during the third quarter of 2014 totaled $11.9 million, compared with payments received on such loans of $12.9 million during the second quarter of 2014. NPLs at September 30, 2014 also included $1.9 million of loans 90 days or more past due and still accruing, compared with $2.4 million of such loans at June 30, 2014, and included restructured loans still accruing of $12.4 million at September 30, 2014, compared with $6.7 million of such loans at June 30, 2014. Early

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BXS Announces Third Quarter Results

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October 20, 2014

stage past due loans, representing loans 30-89 days past due, totaled $24.4 million at September 30, 2014 compared to $28.8 million at June 30, 2014.

Included in nonaccrual loans at September 30, 2014 were $31.7 million of loans, or 58.1 percent of total nonaccrual loans, that were paying as agreed, compared with $36.6 million, or 56.7 percent of total nonaccrual loans, that were paying as agreed at June 30, 2014. These loans were generally placed on nonaccrual status because the collateral values were less than the outstanding balances, and because of uncertainty as to whether the borrowers possessed adequate liquidity or would be able to generate sufficient cash flow to satisfy the debt given the short-fall in collateral values. Such loans are generally deemed to be impaired, with a specific reserve established for the difference in the balance owed and the disposition value of the collateral.

Other real estate owned (“OREO”) decreased $12.6 million to $42.7 million during the third quarter of 2014 from $55.3 million at June 30, 2014. This net decrease reflected $3.5 million of OREO added through foreclosure, offset by sales of OREO of $14.4 million. Write-downs in the value of existing properties were $1.6 million for the third quarter of 2014 compared to $2.2 million for the second quarter of 2014. Sales of OREO during the third quarter of 2014 resulted in a net loss of $3.3 million compared to a net loss of $1.1 million for the second quarter of 2014. At September 30, 2014, OREO was carried at 39.8 percent of the aggregate loan balances at the time of foreclosure, compared with 44.2 percent at June 30, 2014.

Noninterest Revenue

Noninterest revenue was $69.3 million for the third quarter of 2014, compared with $62.5 million for the third quarter of 2013 and $69.8 million for the second quarter of 2014. These results included a positive mortgage servicing rights (“MSR”) valuation adjustment of $0.6 million for the third quarter of 2014 compared with a negative MSR valuation adjustment of $0.2 million for the third quarter of 2013 and a negative MSR valuation adjustment of $2.1 million for the second quarter of 2014.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $6.3 million for the third quarter of 2014, compared with $5.4 million for the third quarter of 2013 and $11.2 million for the second quarter of 2014. Mortgage origination volume for the third quarter of 2014 was $305.7 million, compared with $341.9 million for the third quarter of 2013 and $291.0 million for the second quarter of 2014.

Credit and debit card fee revenue was $9.0 million for the third quarter of 2014, compared with $8.8 million for the third quarter of 2013 and $8.6 million for the second quarter of 2014. Deposit service charge revenue was $13.1 million for the third quarter of 2014, compared with $13.7 million for the third quarter of 2013 and $12.4 million for the second quarter of 2014. Insurance commission revenue was $29.2 million for the third quarter of 2014, compared with $23.8 million for the third quarter of 2013 and $28.6 million for the second quarter of 2014.

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BXS Announces Third Quarter Results

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October 20, 2014

Noninterest Expense

Noninterest expense for the third quarter of 2014 was $133.7 million, compared with $129.4 million for the third quarter of 2013 and $128.0 million for the second quarter of 2014. Salaries and employee benefits expense was $77.5 million for the third quarter of 2014 compared to $73.5 million for the third quarter of 2013 and $74.7 million for the second quarter of 2014. Foreclosed property expense was $5.7 million for the third quarter of 2014 compared with $3.3 million for the third quarter of 2013 and $4.2 million for the second quarter of 2014. Deposit insurance assessments were $2.1 million for the third quarter of 2014 compared to $3.3 million for the third quarter of 2013 and $2.0 million for the second quarter of 2014. Noninterest expense for the third quarter of 2014 includes pre-tax costs totaling $3.1 million related to BSA and AML compliance remediation that are considered to be one-time in nature. This reflects the Company’s estimate of total one-time costs necessary to complete its enhancements to its BSA and AML compliance programs. Noninterest expense for the third quarter of 2013 included pre-tax charges of $2.9 million related to the write-off of unamortized issuance costs associated with the redemption of trust preferred securities and $2.8 million to increase the litigation accrual related to probable losses associated with various legal proceedings.

Capital Management

BancorpSouth is a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 13.18 percent at September 30, 2014 and total risk based capital of 14.43 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for “well capitalized” classification. The Company’s equity capitalization consists of 100 percent common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 12.32 percent at September 30, 2014, compared with 11.46 percent at September 30, 2013 and 12.24 percent at June 30, 2014. The ratio of tangible shareholders’ equity to tangible assets was 10.14 percent at September 30, 2014, compared with 9.43 percent at September 30, 2013 and 10.03 percent at June 30, 2014.

Transaction Closings and Announcements

On December 18, 2013, BancorpSouth Insurance Services, Inc. acquired the assets of Houston, Texas based GEM Insurance Agencies, LP (“GEM”). GEM was formed in 1954 and produces annual commission revenues of approximately $9 million. As a part of the transaction, the Company’s existing Houston office re-located into GEM’s current office located at 3355 West Alabama Street in Houston. The combined operations are expected to produce annual revenues of approximately $11 million.

On January 8, 2014, the Company announced the signing of a definitive merger agreement with Ouachita Bancshares Corp., parent company of Ouachita Independent Bank (collectively referred to as “OIB”), headquartered in Monroe, Louisiana, pursuant to which Ouachita Bancshares Corp. will be merged with and into the Company. OIB operates 12 full-service banking offices along the I-20 corridor and has loan production offices in Madison, Mississippi and Natchitoches, Louisiana. As of September 30, 2014, OIB, on a consolidated basis, reported total assets of $640.2 million, total loans of $483.0 million and total deposits of $537.6 million. Under the

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BXS Announces Third Quarter Results

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October 20, 2014

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 terms of the amended agreement provide for a minimum total deal value of $107.5 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 merger has been unanimously approved by the Board of Directors of each company and was approved by OIB shareholders on April 8, 2014. On July 21, 2014, the Company announced the merger agreement was extended to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

On January 21, 2014, the Company announced the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, pursuant to which Central Community Corporation will be merged with and into the Company. Central Community Corporation is the parent company of First State Bank Central Texas (“First State Bank”), which is headquartered in Austin, Texas. First State Bank operates 31 full-service banking offices in central Texas. As of September 30, 2014, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $570.7 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 terms of the amended agreement provide for a minimum total deal value of $191.0 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 merger has been unanimously approved by the Board of Directors of each company and was approved by Central Community Corporation shareholders on April 24, 2014. On July 21, 2014, the Company announced the merger agreement was extended to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

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

On April 9, 2014, BancorpSouth Insurance Services, Inc. acquired assets of Lafayette, Louisiana based Knox Insurance Group, LLC. Knox was formed in 1972 and currently produces annual revenues of approximately $3 million. Knox will continue to operate under current leadership in Lafayette.

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BXS Announces Third Quarter Results

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Summary

Rollins concluded, “Our teammates are working daily to enhance core operating performance. We are seeing the benefits of our sales efforts, as we continue to report meaningful quarter to quarter loan growth as well as growth in several of our noninterest lines of business. We also are working on projects daily that will improve efficiency in quarters and years to come. We are hopeful that our efforts in working through the necessary improvements to our compliance programs will result in a timely resolution to the BSA and AML concerns and ultimately allow us to close our two pending bank transactions.”

Conference Call

BancorpSouth will conduct a conference call to discuss its third quarter 2014 results on October 21, 2014, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth’s website at http://www.bancorpsouth.com. A replay of the conference call will be available at BancorpSouth’s website for at least two weeks following the call.

About BancorpSouth, Inc.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.1 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 300 commercial banking, mortgage, and insurance locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

Forward-Looking Statements

Certain statements contained in this news release may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “will,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation, the Company’s ability to satisfy the requirements of the consent order issued by the FDIC and the Mississippi Department of Banking and Consumer Finance (“Mississippi Banking Department”), the Company’s undertaking and performance of the necessary actions to remediate and fully resolve those concerns regarding the Company’s procedures, systems and processes related to certain of its compliance programs, including its Bank Secrecy Act and anti-money-laundering programs, that have been identified by its federal bank regulators, the findings and results of the investigation by the Consumer Financial Protection Bureau (the “CFPB”) of the Company’s fair lending practices, the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the outcome of any instituted, pending or threatened material litigation, amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, additions to OREO, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, continued weakness in the economic environment, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, troubled debt restructurings, diversification of the Company’s revenue stream, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor, the impact of litigation regarding debit card fees 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

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are not limited to, the ability of the Company to resolve to the satisfaction of its federal bank regulators those identified concerns regarding the Company’s procedures, systems and processes related to certain of its compliance programs, including its Bank Secrecy Act and anti-money laundering programs, the Company’s ability to comply with the consent order issued by the FDIC and the Mississippi Banking Department, the findings and results of the CFPB in its review of the Company’s fair lending practices, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from the significant amount of the Company’s OREO, limitations on the Company’s ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company’s press and news releases, reports and other filings with the SEC. Forward-looking statements speak only as of the date that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release.

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BXS Announces Third Quarter Results

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BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended 9/30/2014			Quarter Ended 6/30/2014			Quarter Ended 3/31/2014			Quarter Ended 12/31/2013			Quarter Ended 9/30/2013
Earnings Summary:
Interest revenue	$	113,922		$	111,499		$	110,599		$	112,510		$	111,961
Interest expense		8,309			8,418			9,076			10,093			11,720

Net interest revenue		105,613			103,081			101,523			102,417			100,241
Provision for credit losses		—			—			—			—			500

Net interest revenue, after provision for credit losses		105,613			103,081			101,523			102,417			99,741
Noninterest revenue		69,278			69,838			66,517			65,125			62,514
Noninterest expense		133,699			127,954			126,707			127,830			129,397

Income before income taxes		41,192			44,965			41,333			39,712			32,858
Income tax expense		12,414			14,097			12,889			12,014			8,001

Net income	$	28,778		$	30,868		$	28,444		$	27,698		$	24,857

Balance Sheet - Period End Balances
Total assets	$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153
Total earning assets		11,929,416			11,794,445			11,948,897			11,814,060			11,765,785
Total securities		2,211,462			2,332,192			2,426,758			2,466,989			2,554,156
Loans and leases, net of unearned income		9,510,542			9,311,661			9,068,376			8,958,015			8,773,115
Allowance for credit losses		143,950			147,132			149,704			153,236			153,974
Total deposits		10,701,537			10,670,414			10,811,790			10,773,836			10,717,946
Long-term debt		81,742			83,835			85,835			81,714			83,500
Total shareholders’ equity		1,610,543			1,588,850			1,554,676			1,513,130			1,480,611
Balance Sheet - Average Balances
Total assets	$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505
Total earning assets		11,892,493			11,825,994			11,958,836			11,869,072			11,846,790
Total securities		2,272,114			2,394,045			2,452,178			2,511,888			2,598,786
Loans and leases, net of unearned income		9,393,709			9,232,743			9,022,155			8,830,917			8,682,966
Total deposits		10,662,841			10,650,077			10,825,308			10,739,352			10,745,945
Long-term debt		81,742			83,967			87,767			81,714			62,848
Total shareholders’ equity		1,600,721			1,574,588			1,537,897			1,501,928			1,474,047
Nonperforming Assets:
Non-accrual loans and leases	$	54,612		$	64,533		$	77,531		$	92,173		$	121,353
Loans and leases 90+ days past due, still accruing		1,925			2,406			1,949			1,226			1,479
Restructured loans and leases, still accruing		12,398			6,712			13,776			27,007			21,502

Non-performing loans (NPLs)		68,935			73,651			93,256			120,406			144,334

Other real estate owned		42,691			55,253			63,595			69,338			76,853

Non-performing assets (NPAs)	$	111,626		$	128,904		$	156,851		$	189,744		$	221,187
Financial Ratios and Other Data:
Return on average assets		0.88	%		0.96	%		0.88	%		0.85	%		0.76	%
Return on average shareholders’ equity		7.13	%		7.86	%		7.50	%		7.32	%		6.69	%
Return on tangible equity		8.83	%		9.74	%		9.28	%		9.16	%		8.29	%
Pre-tax pre-provision return on average assets		1.26	%		1.39	%		1.28	%		1.22	%		1.02	%
Non-interest income to average assets		2.12	%		2.17	%		2.06	%		1.99	%		1.92	%
Non-interest expense to average assets		4.08	%		3.97	%		3.93	%		3.91	%		3.97	%
Net interest margin-fully taxable equivalent		3.62	%		3.59	%		3.54	%		3.52	%		3.45	%
Net interest rate spread		3.50	%		3.48	%		3.43	%		3.39	%		3.32	%
Efficiency ratio (tax equivalent)		75.19	%		72.76	%		74.16	%		75.00	%		78.11	%
Loan/deposit ratio		88.87	%		87.27	%		83.87	%		83.15	%		81.85	%
Price to earnings mult (avg)		16.64			21.00			23.33			25.68			22.66
Market value to book value		120.13	%		148.53	%		154.13	%		160.04	%		128.22	%
Market value to book value (avg)		129.54	%		143.72	%		150.43	%		143.60	%		126.22	%
Market value to tangible book value		149.58	%		185.73	%		192.80	%		201.69	%		159.50	%
Market value to tangible book value (avg)		161.30	%		179.75	%		188.17	%		180.98	%		157.02	%
Headcount FTE		3,938			3,981			3,981			4,005			3,994

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BXS Announces Third Quarter Results

Page 10

October 20, 2014

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended 9/30/2014			Quarter Ended 6/30/2014			Quarter Ended 3/31/2014			Quarter Ended 12/31/2013			Quarter Ended 9/30/2013
Credit Quality Ratios:
Net charge-offs to average loans and leases (annualized)		0.13	%		0.11	%		0.16	%		0.03	%		0.35	%
Provision for credit losses to average loans and leases (annualized)		0.00	%		0.00	%		0.00	%		0.00	%		0.02	%
Allowance for credit losses to net loans and leases		1.51	%		1.58	%		1.65	%		1.71	%		1.76	%
Allowance for credit losses to non-performing loans and leases		208.82	%		199.77	%		160.53	%		127.27	%		106.68	%
Allowance for credit losses to non-performing assets		128.96	%		114.14	%		95.44	%		80.76	%		69.61	%
Non-performing loans and leases to net loans and leases		0.72	%		0.79	%		1.03	%		1.34	%		1.65	%
Non-performing assets to net loans and leases		1.17	%		1.38	%		1.73	%		2.12	%		2.52	%
Equity Ratios:
Total shareholders’ equity to total assets		12.32	%		12.24	%		11.83	%		11.61	%		11.46	%
Tangible shareholders’ equity to tangible assets		10.14	%		10.03	%		9.69	%		9.44	%		9.43	%
Capital Adequacy:
Tier 1 capital		13.18	%		13.09	%		13.18	%		12.99	%		13.25	%
Total capital		14.43	%		14.35	%		14.44	%		14.25	%		14.50	%
Tier 1 leverage capital		10.47	%		10.33	%		10.04	%		9.93	%		9.93	%
Estimated for current quarter
Common Share Data:
Basic earnings per share	$	0.30		$	0.32		$	0.30		$	0.29		$	0.26
Diluted earnings per share		0.30			0.32			0.30			0.29			0.26
Cash dividends per share		0.08			0.05			0.05			0.05			0.05
Book value per share		16.77			16.54			16.19			15.89			15.55
Tangible book value per share		13.46			13.23			12.95			12.60			12.50
Market value per share (last)		20.14			24.57			24.96			25.42			19.94
Market value per share (high)		25.43			25.55			26.24			25.54			20.77
Market value per share (low)		20.11			22.16			22.46			19.64			17.76
Market value per share (avg)		21.72			23.78			24.36			22.81			19.63
Dividend payout ratio		25.03	%		15.56	%		16.80	%		17.19	%		19.15	%
Total shares outstanding		96,065,021			96,046,057			96,004,679			95,231,691			95,211,602
Average shares outstanding - basic		96,052,260			96,034,475			95,629,890			95,217,203			95,201,238
Average shares outstanding - diluted		96,373,950			96,373,121			95,952,611			95,644,383			95,519,318
Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income		4.36	%		4.38	%		4.48	%		4.52	%		4.55	%
Available-for-sale securities:
Taxable		1.42	%		1.45	%		1.50	%		1.51	%		1.50	%
Tax-exempt		5.37	%		5.44	%		5.58	%		5.52	%		5.61	%
Short-term investments		0.22	%		0.24	%		0.25	%		0.25	%		0.25	%
Total interest earning assets and revenue		3.89	%		3.88	%		3.85	%		3.86	%		3.85	%
Deposits:		0.28	%		0.28	%		0.31	%		0.34	%		0.36	%
Demand - interest bearing		0.17	%		0.17	%		0.17	%		0.18	%		0.18	%
Savings		0.12	%		0.12	%		0.13	%		0.13	%		0.12	%
Other time		0.96	%		0.97	%		1.06	%		1.13	%		1.18	%
Short-term borrowings		0.10	%		0.09	%		0.07	%		0.07	%		0.07	%
Total int bearing dep & s/t borrowings		0.36	%		0.37	%		0.39	%		0.43	%		0.45	%
Junior subordinated debt		2.81	%		2.81	%		2.86	%		2.96	%		6.57	%
Long-term debt		2.85	%		2.84	%		2.91	%		2.94	%		3.19	%
Total interest bearing liabilities and expense		0.39	%		0.40	%		0.42	%		0.46	%		0.53	%
Interest bearing liabilities to interest earning assets		71.07	%		71.98	%		73.51	%		72.91	%		74.15	%
Net interest tax equivalent adjustment	$	2,810		$	2,860		$	2,823		$	2,893		$	2,905

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BXS Announces Third Quarter Results

Page 11

October 20, 2014

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)


	Sep-14			Jun-14			Mar-14			Dec-13			Sep-13
	(Dollars in thousands)
Assets
Cash and due from banks	$	169,226		$	201,196		$	199,214		$	208,961		$	199,464
Interest bearing deposits with other banks		70,408			44,949			390,896			319,462			361,401
Available-for-sale securities, at fair value		2,211,462			2,332,192			2,426,758			2,466,989			2,554,156
Loans and leases		9,546,250			9,347,429			9,103,850			8,993,888			8,806,392
Less: Unearned income		35,708			35,768			35,474			35,873			33,277
Allowance for credit losses		143,950			147,132			149,704			153,236			153,974

Net loans and leases		9,366,592			9,164,529			8,918,672			8,804,779			8,619,141
Loans held for sale		137,005			105,643			62,867			69,593			77,114
Premises and equipment, net		307,497			310,515			314,367			315,260			314,441
Accrued interest receivable		42,311			40,697			42,666			42,150			43,034
Goodwill		291,498			291,498			286,800			286,800			275,173
Other identifiable intangibles		25,619			26,745			25,021			26,079			15,179
Bank owned life insurance		243,827			241,962			240,077			239,434			236,969
Other real estate owned		42,691			55,253			63,595			69,338			76,853
Other assets		163,421			170,708			172,622			180,888			143,228

Total Assets	$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,811,156		$	2,718,242		$	2,725,042		$	2,644,592		$	2,597,762
Interest bearing		4,498,275			4,511,760			4,583,481			4,582,450			4,493,359
Savings		1,311,874			1,299,203			1,297,344			1,234,130			1,220,227
Other time		2,080,232			2,141,209			2,205,923			2,312,664			2,406,598

Total deposits		10,701,537			10,670,414			10,811,790			10,773,836			10,717,946
Federal funds purchased and securities sold under agreement to repurchase		431,428			394,446			456,303			421,028			418,623
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		2,000			2,000			—			—			—
Accrued interest payable		3,894			3,926			4,050			4,836			5,156
Junior subordinated debt securities		23,198			23,198			23,198			31,446			31,446
Long-term debt		81,742			83,835			85,835			81,714			83,500
Other liabilities		217,215			219,218			207,703			203,743			178,871

Total Liabilities		11,461,014			11,397,037			11,588,879			11,516,603			11,435,542
Shareholders’ Equity
Common stock		240,165			240,118			240,012			238,079			238,029
Capital surplus		322,488			321,952			320,969			312,900			312,798
Accumulated other comprehensive loss		(15,513	)		(15,040	)		(22,060	)		(29,959	)		(39,389	)
Retained earnings		1,063,403			1,041,820			1,015,755			992,110			969,173

Total Shareholders’ Equity		1,610,543			1,588,850			1,554,676			1,513,130			1,480,611

Total Liabilities & Shareholders’ Equity	$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153

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BXS Announces Third Quarter Results

Page 12

October 20, 2014

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)


	Sep-14			Jun-14			Mar-14			Dec-13			Sep-13
	(Dollars in thousands)
Assets
Cash and due from banks	$	155,876		$	157,813		$	168,056		$	163,948		$	163,322
Interest bearing deposits with other banks		120,707			145,530			449,207			471,695			487,075
Available-for-sale securities, at fair value		2,272,114			2,394,045			2,452,178			2,511,888			2,598,786
Loans and leases		9,430,043			9,269,469			9,058,081			8,864,983			8,715,894
Less: Unearned income		36,334			36,726			35,926			34,066			32,928
Allowance for credit losses		146,592			149,676			153,615			153,443			160,609

Net loans and leases		9,247,117			9,083,067			8,868,540			8,677,474			8,522,357
Loans held for sale		105,964			53,676			35,297			54,572			77,964
Premises and equipment, net		309,373			313,012			315,804			315,174			312,724
Accrued interest receivable		38,758			38,291			39,336			39,665			39,354
Goodwill		291,498			293,082			286,800			279,091			275,173
Other identifiable intangibles		26,031			25,271			25,420			18,658			15,446
Bank owned life insurance		242,718			240,736			239,969			237,657			235,708
Other real estate owned		49,123			60,822			69,086			77,211			86,545
Other assets		127,824			128,534			137,435			108,094			114,051

Total Assets	$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,766,626		$	2,683,939		$	2,647,376		$	2,667,667		$	2,551,812
Interest bearing		4,480,008			4,492,495			4,657,785			4,484,269			4,530,219
Savings		1,308,184			1,298,829			1,260,838			1,224,588			1,216,599
Other time		2,108,023			2,174,814			2,259,309			2,362,828			2,447,315

Total deposits		10,662,841			10,650,077			10,825,308			10,739,352			10,745,945
Federal funds purchased and securities sold under agreement to repurchase		444,017			435,505			458,436			469,245			441,807
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		6,489			3,621			—			—			—
Accrued interest payable		3,940			3,926			4,400			5,051			5,391
Junior subordinated debt securities		23,198			23,198			23,748			31,446			86,074
Long-term debt		81,742			83,967			87,767			81,714			62,848
Other liabilities		164,155			158,997			149,572			126,391			112,393

Total Liabilities		11,386,382			11,359,291			11,549,231			11,453,199			11,454,458
Shareholders’ Equity
Common stock		240,123			240,071			238,853			238,038			237,997
Capital surplus		322,219			321,628			314,117			312,835			312,349
Accumulated other comprehensive loss		(14,827	)		(16,663	)		(23,644	)		(32,267	)		(43,695	)
Retained earnings		1,053,206			1,029,552			1,008,571			983,322			967,396

Total Shareholders’ Equity		1,600,721			1,574,588			1,537,897			1,501,928			1,474,047

Total Liabilities & Shareholders’ Equity	$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505

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BXS Announces Third Quarter Results

Page 13

October 20, 2014

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended												Year Ended
	Sep-14		Jun-14		Mar-14			Dec-13		Sep-13			Sep-14		Sep-13
INTEREST REVENUE:
Loans and leases	$	102,681	$	99,962	$	98,744		$	99,989	$	98,836		$	301,387	$	296,452
Deposits with other banks		68		87		276			299		310			431		1,395
Available-for-sale securities:
Taxable		6,646		7,133		7,547			7,963		8,218			21,326		25,323
Tax-exempt		3,607		3,669		3,715			3,810		3,866			10,991		11,737
Loans held for sale		920		648		317			449		731			1,885		2,090

Total interest revenue		113,922		111,499		110,599			112,510		111,961			336,020		336,997

INTEREST EXPENSE:
Interest bearing demand		1,956		1,905		1,920			2,036		2,061			5,781		7,609
Savings		410		402		391			387		383			1,203		1,318
Other time		5,083		5,249		5,890			6,746		7,271			16,222		22,983
Federal funds purchased and securities sold under agreement to repurchase		84		80		78			84		80			242		213
Long-term debt		612		619		629			605		501			1,860		1,204
Junior subordinated debt		164		162		168			235		1,424			494		7,141
Other		—		1		—			—		—			1		(3	)

Total interest expense		8,309		8,418		9,076			10,093		11,720			25,803		40,465

Net interest revenue		105,613		103,081		101,523			102,417		100,241			310,217		296,532
Provision for credit losses		—		—		—			—		500			—		7,500

Net interest revenue, after provision for credit losses		105,613		103,081		101,523			102,417		99,741			310,217		289,032

NONINTEREST REVENUE:
Mortgage lending		6,938		9,089		3,394			9,605		5,134			19,421		35,372
Credit card, debit card and merchant fees		8,972		8,567		7,843			8,324		8,834			25,382		24,681
Deposit service charges		13,111		12,437		12,536			13,570		13,679			38,084		39,335
Security gains (losses), net		18		5		(4	)		29		(5	)		19		17
Insurance commissions		29,246		28,621		31,599			21,397		23,800			89,466		76,303
Wealth Management		5,961		5,828		5,916			5,320		6,057			17,705		17,646
Other		5,032		5,291		5,233			6,880		5,015			15,556		16,587

Total noninterest revenue		69,278		69,838		66,517			65,125		62,514			205,633		209,941

NONINTEREST EXPENSE:
Salaries and employee benefits		77,453		74,741		78,883			75,466		73,532			231,077		242,080
Occupancy, net of rental income		10,313		10,245		10,287			9,935		10,360			30,845		31,174
Equipment		4,205		4,169		4,499			4,298		4,555			12,873		14,088
Deposit insurance assessments		2,125		2,035		1,600			2,687		3,325			5,760		9,068
Write-off and amortization of bond issue cost		12		12		12			12		2,907			36		2,983
Other		39,591		36,752		31,426			35,432		34,718			107,769		107,626

Total noninterest expenses		133,699		127,954		126,707			127,830		129,397			388,360		407,019

Income before income taxes		41,192		44,965		41,333			39,712		32,858			127,490		91,954
Income tax expense		12,414		14,097		12,889			12,014		8,001			39,400		25,537

Net income	$	28,778	$	30,868	$	28,444		$	27,698	$	24,857		$	88,090	$	66,417

Net income per share: Basic	$	0.30	$	0.32	$	0.30		$	0.29	$	0.26		$	0.92	$	0.70

Diluted	$	0.30	$	0.32	$	0.30		$	0.29	$	0.26		$	0.92	$	0.70

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BXS Announces Third Quarter Results

Page 14

October 20, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Sep-14			Jun-14			Mar-14			Dec-13			Sep-13
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,714,012		$	1,699,803		$	1,581,251		$	1,529,249		$	1,503,809
Real estate
Consumer mortgages		2,191,265			2,071,503			2,047,001			1,976,073			1,931,171
Home equity		518,263			506,988			498,283			494,339			490,361
Agricultural		242,023			238,003			229,602			234,576			234,547
Commercial and industrial-owner occupied		1,508,679			1,505,679			1,488,380			1,473,320			1,422,077
Construction, acquisition and development		819,636			772,162			748,027			741,458			723,609
Commercial real estate		1,916,577			1,901,759			1,847,983			1,846,039			1,795,352
Credit cards		109,464			109,186			105,988			111,328			105,112
All other		490,623			506,578			521,861			551,633			567,077

Total loans	$	9,510,542		$	9,311,661		$	9,068,376		$	8,958,015		$	8,773,115

ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	147,132		$	149,704		$	153,236		$	153,974		$	161,047
Loans and leases charged off:
Commercial and industrial		(306	)		(860	)		(201	)		(837	)		(889	)
Real estate
Consumer mortgages		(1,510	)		(1,682	)		(1,945	)		(1,435	)		(2,996	)
Home equity		(510	)		(438	)		(318	)		(287	)		(379	)
Agricultural		(47	)		(18	)		(696	)		(238	)		(169	)
Commercial and industrial-owner occupied		(1,229	)		(936	)		(1,206	)		(1,041	)		(1,684	)
Construction, acquisition and development		(1,458	)		(41	)		(1,666	)		(1,784	)		(1,727	)
Commercial real estate		(70	)		(361	)		(901	)		(1,039	)		(2,441	)
Credit cards		(612	)		(608	)		(559	)		(559	)		(750	)
All other		(743	)		(671	)		(583	)		(1,108	)		(837	)

Total loans charged off		(6,485	)		(5,615	)		(8,075	)		(8,328	)		(11,872	)

Recoveries:
Commercial and industrial		565			359			1,076			1,361			820
Real estate
Consumer mortgages		952			956			538			1,735			1,516
Home equity		157			182			184			97			66
Agricultural		45			26			9			34			48
Commercial and industrial-owner occupied		460			78			358			734			297
Construction, acquisition and development		392			808			1,637			2,483			953
Commercial real estate		286			226			323			784			221
Credit cards		116			135			131			133			164
All other		330			273			287			229			214

Total recoveries		3,303			3,043			4,543			7,590			4,299

Net charge-offs		(3,182	)		(2,572	)		(3,532	)		(738	)		(7,573	)
Provision charged to operating expense		—			—			—			—			500

Balance, end of period	$	143,950		$	147,132		$	149,704		$	153,236		$	153,974

Average loans for period	$	9,393,709		$	9,232,743		$	9,022,155		$	8,830,917		$	8,682,966

Ratio:
Net charge-offs to average loans (annualized)		0.13	%		0.11	%		0.16	%		0.03	%		0.35	%

- MORE -

BXS Announces Third Quarter Results

Page 15

October 20, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Sep-14			Jun-14			Mar-14			Dec-13			Sep-13
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	2,786		$	2,917		$	3,023		$	3,079		$	5,498
Real estate
Consumer mortgages		23,408			24,355			24,353			25,645			30,569
Home equity		2,073			2,116			2,740			3,695			3,287
Agricultural		638			595			651			1,260			4,086
Commercial and industrial-owner occupied		7,495			11,094			14,122			18,568			18,138
Construction, acquisition and development		6,070			9,202			9,968			17,567			26,127
Commercial real estate		11,102			13,406			21,496			20,972			31,468
Credit cards		168			132			168			119			196
All other		872			716			1,010			1,268			1,984

Total nonaccrual loans and leases	$	54,612		$	64,533		$	77,531		$	92,173		$	121,353

Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	60		$	302		$	287		$	27		$	15
Real estate
Consumer mortgages		1,590			1,607			1,307			888			1,178
Home equity		20			116			12			—			—
Agricultural		—			100			—			—			—
Commercial and industrial-owner occupied		—			—			—			—			—
Construction, acquisition and development		—			—			—			—			—
Commercial real estate		—			—			—			311			—
Credit cards		255			281			297			—			263
All other		—			—			46			—			23

Total loans and leases 90+ days past due, still accruing		1,925			2,406			1,949			1,226			1,479

Restructured Loans and Leases, Still Accruing		12,398			6,712			13,776			27,007			21,502

Total non-performing loans and leases		68,935			73,651			93,256			120,406			144,334

OTHER REAL ESTATE OWNED:		42,691			55,253			63,595			69,338			76,853

Total Non-performing Assets	$	111,626		$	128,904		$	156,851		$	189,744		$	221,187

Additions to Nonaccrual Loans and Leases During the Quarter	$	16,707		$	13,748		$	22,479		$	18,556		$	21,182

Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	3,753		$	3,605		$	2,616		$	2,817		$	1,909
Real estate
Consumer mortgages		13,013			11,448			12,236			14,150			10,914
Home equity		1,315			960			1,587			1,828			1,278
Agricultural		190			1,122			302			495			761
Commercial and industrial-owner occupied		2,364			6,340			3,248			4,081			1,995
Construction, acquisition and development		1,036			1,616			2,848			1,993			3,920
Commercial real estate		926			1,658			3,953			5,574			5,818
Credit cards		602			556			592			655			688
All other		1,196			1,490			963			2,189			1,634

Total Loans and Leases 30-89 days past due, still accruing	$	24,395		$	28,795		$	28,345		$	33,782		$	28,917

Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.00	%		0.00	%		0.00	%		0.00	%		0.02	%
Allowance for credit losses to net loans and leases		1.51	%		1.58	%		1.65	%		1.71	%		1.76	%
Allowance for credit losses to non-performing loans and leases		208.82	%		199.77	%		160.53	%		127.27	%		106.68	%
Allowance for credit losses to non-performing assets		128.96	%		114.14	%		95.44	%		80.76	%		69.61	%
Non-performing loans and leases to net loans and leases		0.72	%		0.79	%		1.03	%		1.34	%		1.65	%
Non-performing assets to net loans and leases		1.17	%		1.38	%		1.73	%		2.12	%		2.52	%

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BXS Announces Third Quarter Results

Page 16

October 20, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Sep-14			Jun-14			Mar-14			Dec-13			Sep-13
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	24,076		$	15,874		$	11,339		$	7,702		$	7,974
One-to-four family construction		220,066			226,252			221,790			224,286			203,988
Recreation and all other loans		33,015			35,364			36,897			36,868			41,762
Commercial construction		245,734			192,605			177,264			150,847			139,041
Commercial acquisition and development		121,439			122,380			122,051			128,157			136,206
Residential acquisition and development		175,306			179,687			178,686			193,598			194,638

Total outstanding balance	$	819,636		$	772,162		$	748,027		$	741,458		$	723,609

Nonaccrual CAD Loans
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		1,239			2,603			2,824			2,937			3,249
Recreation and all other loans		1,060			981			919			728			782
Commercial construction		—			—			—			865			1,686
Commercial acquisition and development		2,033			1,835			2,224			6,890			11,150
Residential acquisition and development		3,086			3,783			4,001			6,147			9,260

Total nonaccrual CAD loans	$	7,418		$	9,202		$	9,968		$	17,567		$	26,127

CAD Loans 90+ Days Past Due, Still Accruing:
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		—			—			—			—			—
Recreation and all other loans		—			—			—			—			—
Commercial construction		—			—			—			—			—
Commercial acquisition and development		—			—			—			—			—
Residential acquisition and development		—			—			—			—			—

Total CAD loans 90+ days past due, still accruing	$	—		$	—		$	—		$	—		$	—

Restructured CAD Loans, Still Accruing
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		—			—			—			1,274			1,028
Recreation and all other loans		10			11			13			13			15
Commercial construction		—			—			—			346			348
Commercial acquisition and development		391			395			402			1,990			2,010
Residential acquisition and development		947			700			1,192			3,111			3,162

Total restructured CAD loans, still accruing	$	1,348		$	1,106		$	1,607		$	6,734		$	6,563

Total Non-performing CAD loans	$	8,766		$	10,308		$	11,575		$	24,301		$	32,690

CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		—			—			—			—			—
One-to-four family construction		0.6	%		1.2	%		1.3	%		1.9	%		2.1	%
Recreation and all other loans		3.2	%		2.8	%		2.5	%		2.0	%		1.9	%
Commercial construction		0.0	%		0.0	%		0.0	%		0.8	%		1.5	%
Commercial acquisition and development		2.0	%		1.8	%		2.2	%		6.9	%		9.7	%
Residential acquisition and development		2.3	%		2.5	%		2.9	%		4.8	%		6.4	%
Total CAD NPL as a % of outstanding CAD balance		1.1	%		1.3	%		1.5	%		3.3	%		4.5	%

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BXS Announces Third Quarter Results

Page 17

October 20, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	September 30, 2014
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,685,887	$	994	$	25,536	$	341	$	—	$	1,254	$	1,714,012
Real estate
Consumer mortgages		2,098,275		—		88,742		—		—		4,248		2,191,265
Home equity		507,884		—		9,752		—		—		627		518,263
Agricultural		227,546		500		13,711		—		—		266		242,023
Commercial and industrial-owner occupied		1,443,345		3,685		57,572		142		—		3,935		1,508,679
Construction, acquisition and development		776,197		255		39,310		342		—		3,532		819,636
Commercial real estate		1,850,212		—		57,393		189		—		8,783		1,916,577
Credit cards		109,464		—		—		—		—		—		109,464
All other		471,065		—		19,382		—		—		176		490,623

Total loans	$	9,169,875	$	5,434	$	311,398	$	1,014	$	—	$	22,821	$	9,510,542


	June 30, 2014
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,650,893	$	16,307	$	31,157	$	—	$	—	$	1,446	$	1,699,803
Real estate
Consumer mortgages		1,983,165		—		82,769		—		—		5,569		2,071,503
Home equity		496,451		—		9,903		—		—		634		506,988
Agricultural		224,337		509		12,724		—		—		433		238,003
Commercial and industrial-owner occupied		1,435,618		3,782		61,508		342		—		4,429		1,505,679
Construction, acquisition and development		721,572		255		43,238		576		—		6,521		772,162
Commercial real estate		1,814,209		—		76,286		350		—		10,914		1,901,759
Credit cards		109,186		—		—		—		—		—		109,186
All other		495,292		—		11,104		—		—		182		506,578

Total loans	$	8,930,723	$	20,853	$	328,689	$	1,268	$	—	$	30,128	$	9,311,661

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BXS Announces Third Quarter Results

Page 18

October 20, 2014

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)


	September 30, 2014
	Alabama and Florida Panhandle			Arkansas*			Mississippi*			Missouri			Greater Memphis Area			Tennessee*			Texas and Louisiana			Corporate Banking and Other			Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	78,447		$	184,004		$	295,398		$	21,656		$	22,151		$	87,812		$	301,052		$	723,492		$	1,714,012
Real estate
Consumer mortgages		179,069			276,898			709,536			68,573			111,936			166,424			541,041			137,788			2,191,265
Home equity		70,133			40,706			168,679			21,146			70,006			80,539			64,831			2,223			518,263
Agricultural		7,204			73,145			55,899			3,065			13,757			11,895			72,511			4,547			242,023
Commercial and industrial-owner occupied		177,765			169,198			463,012			66,224			91,349			90,381			319,516			131,234			1,508,679
Construction, acquisition and development		120,547			71,224			214,651			21,009			74,120			116,058			173,894			28,133			819,636
Commercial real estate		273,560			329,167			281,569			198,130			108,243			110,457			427,991			187,460			1,916,577
Credit cards		—			—			—			—			—			—			—			109,464			109,464
All other		27,508			41,794			127,743			3,453			35,378			34,717			72,335			147,695			490,623

Total loans	$	934,233		$	1,186,136		$	2,316,487		$	403,256		$	526,940		$	698,283		$	1,973,171		$	1,472,036		$	9,510,542

CAD PORTFOLIO:
Multi-family construction	$	11,151		$	1,122		$	5		$	—		$	—		$	8,725		$	3,073		$	—		$	24,076
One-to-four family construction		39,432			14,450			50,009			3,883			11,238			58,286			42,309			459			220,066
Recreation and all other loans		887			6,221			11,813			564			4,186			1,680			7,664			—			33,015
Commercial construction		34,593			19,576			68,862			5,764			20,493			23,762			50,426			22,258			245,734
Commercial acquisition and development		10,514			15,986			35,132			5,450			17,617			7,906			27,227			1,607			121,439
Residential acquisition and development		23,970			13,869			48,830			5,348			20,586			15,699			43,195			3,809			175,306

Total CAD loans	$	120,547		$	71,224		$	214,651		$	21,009		$	74,120		$	116,058		$	173,894		$	28,133		$	819,636

NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	1,306		$	1,104		$	365		$	—		$	25		$	164		$	557		$	214		$	3,735
Real estate
Consumer mortgages		1,871			1,301			6,573			1,126			2,940			2,183			2,375			8,951			27,320
Home equity		515			1			373			—			283			408			529			2			2,111
Agricultural		100			18			210			266			—			37			16			—			647
Commercial and industrial-owner occupied		816			3,569			5,574			102			663			763			453			4			11,944
Construction, acquisition and development		1,514			64			2,466			—			1,459			355			1,558			2			7,418
Commercial real estate		2,053			119			1,692			635			3,285			3,665			943			867			13,259
Credit cards		—			—			—			—			—			—			—			1,418			1,418
All other		—			46			382			—			10			334			296			15			1,083

Total loans	$	8,175		$	6,222		$	17,635		$	2,129		$	8,665		$	7,909		$	6,727		$	11,473		$	68,935

NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		1.66	%		0.60	%		0.12	%		0.00	%		0.11	%		0.19	%		0.19	%		0.03	%		0.22	%
Real estate
Consumer mortgages		1.04	%		0.47	%		0.93	%		1.64	%		2.63	%		1.31	%		0.44	%		6.50	%		1.25	%
Home equity		0.73	%		0.00	%		0.22	%		0.00	%		0.40	%		0.51	%		0.82	%		0.09	%		0.41	%
Agricultural		1.39	%		0.02	%		0.38	%		8.68	%		0.00	%		0.31	%		0.02	%		0.00	%		0.27	%
Commercial and industrial-owner occupied		0.46	%		2.11	%		1.20	%		0.15	%		0.73	%		0.84	%		0.14	%		0.00	%		0.79	%
Construction, acquisition and development		1.26	%		0.09	%		1.15	%		0.00	%		1.97	%		0.31	%		0.90	%		0.01	%		0.91	%
Commercial real estate		0.75	%		0.04	%		0.60	%		0.32	%		3.03	%		3.32	%		0.22	%		0.46	%		0.69	%
Credit cards		—			—			—			—			—			—			—			1.30	%		1.30	%
All other		0.00	%		0.11	%		0.30	%		0.00	%		0.03	%		0.96	%		0.41	%		0.01	%		0.22	%

Total loans		0.88	%		0.52	%		0.76	%		0.53	%		1.64	%		1.13	%		0.34	%		0.78	%		0.72	%

*	Excludes the Greater Memphis Area.

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BXS Announces Third Quarter Results

Page 19

October 20, 2014

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


	September 30, 2014
	Alabama and Florida Panhandle		Arkansas*		Mississippi*		Missouri		Greater Memphis Area		Tennessee*		Texas and Louisiana		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	84	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	84
Real estate
Consumer mortgages		809		97		1,777		—		—		173		29		—		2,885
Home equity		—		—		188		—		—		—		—		—		188
Agricultural		—		—		216		—		462		—		—				678
Commercial and industrial-owner occupied		—		—		2,456		—		601		238		60		—		3,355
Construction, acquisition and development		8,318		83		9,957		37		12,156		2,817		140		—		33,508
Commercial real estate		796		288		646		—		—		121		—		—		1,851
All other		—		—		142		—		—		—		—		—		142

Total loans	$	10,007	$	468	$	15,382	$	37	$	13,219	$	3,349	$	229	$	—	$	42,691


	Quarter Ended
	Sep-14			Jun-14			Mar-14			Dec-13			Sep-13
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	55,253		$	63,595		$	69,338		$	76,853		$	88,438
Additions to foreclosed properties
New foreclosed property		3,476			4,144			4,855			7,868			9,536
Reductions in foreclosed properties
Sales		(14,429	)		(10,269	)		(8,767	)		(14,272	)		(19,333	)
Writedowns		(1,609	)		(2,217	)		(1,831	)		(1,111	)		(1,788	)

Balance, end of period	$	42,691		$	55,253		$	63,595		$	69,338		$	76,853

FORECLOSED PROPERTY EXPENSE
Loss on sale of other real estate owned	$	3,289		$	1,073		$	466		$	949		$	352
Writedown of other real estate owned		1,609			2,217			1,831			1,111			1,788
Other foreclosed property expense		823			912			258			771			1,158

Total foreclosed property expense	$	5,721		$	4,202		$	2,555		$	2,831		$	3,298

*	Excludes the Greater Memphis Area.

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BXS Announces Third Quarter Results

Page 20

October 20, 2014

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Sep-14		Jun-14		Mar-14			Dec-13		Sep-13
NONINTEREST REVENUE:
Mortgage lending	$	6,938	$	9,089	$	3,394		$	9,605	$	5,134
Credit card, debit card and merchant fees		8,972		8,567		7,843			8,324		8,834
Service charges		13,111		12,437		12,536			13,570		13,679
Securities gains, net		18		5		(4	)		29		(5	)
Insurance commissions		29,246		28,621		31,599			21,397		23,800
Trust income		3,537		3,624		3,568			3,717		3,332
Annuity fees		461		695		772			566		719
Brokerage commissions and fees		1,963		1,509		1,576			1,037		2,005
Bank-owned life insurance		1,865		1,885		1,849			2,466		1,954
Other miscellaneous income		3,167		3,406		3,384			4,414		3,062

Total noninterest revenue	$	69,278	$	69,838	$	66,517		$	65,125	$	62,514

NONINTEREST EXPENSE:
Salaries and employee benefits	$	77,453	$	74,741	$	78,883		$	75,466	$	73,532
Occupancy, net of rental income		10,313		10,245		10,287			9,935		10,360
Equipment		4,205		4,169		4,499			4,298		4,555
Deposit insurance assessments		2,125		2,035		1,600			2,687		3,325
Amortization of bond issue cost		12		12		12			12		2,907
Advertising		1,192		1,331		632			1,436		1,210
Foreclosed property expense		5,721		4,202		2,555			2,831		3,298
Telecommunications		2,254		2,258		2,248			1,971		2,227
Public relations		950		857		822			972		1,105
Data processing		2,734		2,863		2,741			2,939		2,772
Computer software		2,488		2,851		2,423			2,197		2,190
Amortization of intangibles		1,126		1,148		1,058			819		686
Legal		2,620		3,002		1,878			2,537		4,626
Merger expense		188		1,009		560			—		—
Postage and shipping		1,103		1,116		1,287			1,133		1,027
Other miscellaneous expense		19,215		16,115		15,222			18,597		15,577

Total noninterest expense	$	133,699	$	127,954	$	126,707		$	127,830	$	129,397

INSURANCE COMMISSIONS:
Property and casualty commissions	$	22,746	$	21,576	$	19,987		$	15,588	$	18,372
Life and health commissions		5,128		5,549		5,010			4,525		4,061
Risk management income		708		617		705			648		628
Other		664		879		5,897			636		739

Total insurance commissions	$	29,246	$	28,621	$	31,599		$	21,397	$	23,800

- MORE -

BXS Announces Third Quarter Results

Page 21

October 20, 2014

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Sep-14			Jun-14			Mar-14			Dec-13			Sep-13
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	52,272		$	53,436		$	54,662		$	51,025		$	49,001
Additions to mortgage servicing rights:
Originations of servicing assets		2,400			2,565			1,460			1,984			3,826
Changes in fair value:
Due to payoffs/paydowns		(1,559	)		(1,616	)		(1,138	)		(1,240	)		(1,560	)
Due to change in valuation inputs or assumptions used in the valuation model		648			(2,111	)		(1,547	)		2,894			(240	)
Other changes in fair value		(2	)		(2	)		(1	)		(1	)		(2	)

Fair value, end of period	$	53,759		$	52,272		$	53,436		$	54,662		$	51,025

MORTGAGE LENDING REVENUE:
Origination	$	3,736		$	8,758		$	1,964		$	3,590		$	2,862
Servicing		4,113			4,058			4,115			4,361			4,072
MSR payoffs/paydowns		(1,559	)		(1,616	)		(1,138	)		(1,240	)		(1,560	)
MSR valuation adjustment		648			(2,111	)		(1,547	)		2,894			(240	)

Total mortgage lending revenue	$	6,938		$	9,089		$	3,394		$	9,605		$	5,134

Mortgage loans serviced	$	5,649,897		$	5,630,192		$	5,568,828		$	5,577,325		$	5,543,619
MSR/mtg loans serviced		0.95	%		0.93	%		0.96	%		0.98	%		0.92	%
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,238,088		$	1,333,368		$	1,419,269		$	1,458,349		$	1,519,459
Government agency issued residential mortgage-back securities		218,748			229,414			241,596			250,234			268,367
Government agency issued commercial mortgage-back securities		237,325			237,321			234,059			230,912			229,412
Obligations of states and political subdivisions		509,304			520,897			523,811			519,405			528,889
Other		7,997			11,192			8,023			8,089			8,029

Total available-for-sale securities	$	2,211,462		$	2,332,192		$	2,426,758		$	2,466,989		$	2,554,156

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BXS Announces Third Quarter Results

Page 22

October 20, 2014

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)

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

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


	Quarter ended
	9/30/2014		6/30/2014		3/31/2014		12/31/2013		9/30/2013
Net income	$	28,778	$	30,868	$	28,444	$	27,698	$	24,857
Plus: Provision for credit losses		—		—		—		—		500
Income tax expense		12,414		14,097		12,889		12,014		8,001

Pre-tax, pre-provision earnings	$	41,192	$	44,965	$	41,333	$	39,712	$	33,358

Net income	$	28,778	$	30,868	$	28,444	$	27,698	$	24,857
Plus: Merger expense, net of tax		117		626		347		—		—
One time charge for BSA, net of tax		1,903		—		—		—		—
Legal charge, net of tax		—		—		—		—		1,085
Write off unamortized TRUPS issue cost, net of tax		—		—		—		—		1,789

Net operating income	$	30,798	$	31,494	$	28,791	$	27,698	$	27,731

- MORE -

BXS Announces Third Quarter Results

Page 23

October 20, 2014

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)

Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to

Total Assets and Total Shareholders’ Equity:


	Quarter ended
	9/30/2014			6/30/2014			3/31/2014			12/31/2013			9/30/2013
Tangible assets
Total assets	$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153
Less: Goodwill		291,498			291,498			286,800			286,800			275,173
Other identifiable intangible assets		25,619			26,745			25,021			26,079			15,179

Total tangible assets	$	12,754,440		$	12,667,644		$	12,831,734		$	12,716,854		$	12,625,801
Tangible shareholders’ equity
Total shareholders’ equity	$	1,610,543		$	1,588,850		$	1,554,676		$	1,513,130		$	1,480,611
Less: Goodwill		291,498			291,498			286,800			286,800			275,173
Other identifiable intangible assets		25,619			26,745			25,021			26,079			15,179

Total tangible shareholders’ equity	$	1,293,426		$	1,270,607		$	1,242,855		$	1,200,251		$	1,190,259
Total average assets	$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505
Total common shares outstanding		96,065,021			96,046,057			96,004,679			95,231,691			95,211,602
Average shares outstanding-diluted		96,373,950			96,373,121			95,952,611			96,644,383			95,519,318
Tangible shareholders’ equity to tangible assets*		10.14	%		10.03	%		9.69	%		9.44	%		9.43	%
Return on tangible equity **		8.83	%		9.74	%		9.28	%		9.16	%		8.29	%
Pre-tax pre-provision return on average assets ***		1.26	%		1.39	%		1.28	%		1.22	%		1.02	%
Tangible book value per share****	$	13.46		$	13.23		$	12.95		$	12.60		$	12.50
Operating earnings per share*****	$	0.32		$	0.33		$	0.30		$	0.29		$	0.29

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

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

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

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

*****

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

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