8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 22, 2015 (January 21, 2015)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi	38804
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (662) 680-2000

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 (see General Instruction A.2. below):

¨ 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))

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition.

On January 21, 2015, BancorpSouth, Inc. (the “Company”) issued a news release announcing its financial results for the fourth quarter and year ended December 31, 2014. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference in its entirety.

Section 7 – Regulation FD

Item 7.01.  Regulation FD Disclosure.

The Company will conduct a conference call at 10:00 a.m. (Central Time) on January 22, 2015 to discuss its financial results for the fourth quarter and year ended December 31, 2014. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference in its entirety.

Section 8 – Other Events

Item 8.01.  Other Events.

As previously disclosed in the Company’s quarterly report on Form 10-Q for the period ended September 30, 2014, the Consumer Financial Protection Bureau (the “CFPB”) issued a series of inter-related Civil Investigative Demands to BancorpSouth Bank (the “Bank”) seeking documents and information regarding the Bank’s fair lending program. The United States Department of Justice (the “DOJ”) also initiated a related investigation of the Bank pursuant to which it has requested the same documents and information. The Company and the Bank have voluntarily provided documents and other information to, and are cooperating with each of, the CFPB and the DOJ with regard to these investigations.

The Bank has since received notification from the CFPB that the staff of the CFPB is considering whether to recommend to the CFPB’s Office of Enforcement public enforcement action against the Bank and a referral to the DOJ for alleged violations of the Equal Credit Opportunity Act of 1974. The Company and the Bank intend to timely respond to the CFPB as to why the Bank believes that (i) the practices of its fair lending program are lawful, and (ii) the CFPB should not commence enforcement action against the Bank.

If the CFPB and/or the DOJ determine to bring public enforcement actions, such actions could include demands for civil money penalties and/or assessments, changes to certain of the Bank’s business practices and/or compliance programs, enhanced monitoring and/or customer restitution. The Company and the Bank are unable at this time to determine the terms on which these investigations will be resolved or the timing of such resolution or to estimate reliably the amounts, or range of possible amounts, of any fines, penalties and/or restitution if enforcement action is taken against the Bank.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1     News release issued on January 21, 2015 by BancorpSouth, Inc.

Exhibit 99.2     Presentation for conference call to be conducted by BancorpSouth, Inc. on January 22, 2015

Forward Looking Statements

Certain statements contained in this Report 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,” “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 statements relating to the intention of the Company and the Bank to timely respond to the CFPB, the possible consequences that may stem from any public enforcement action brought by the CFPB and/or the DOJ and the possible resolutions to any such public enforcement actions.

The Company cautions readers not to place undue reliance on the forward-looking statements contained in this Report, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors may include, but are not limited to, the time and resources needed to timely respond to the CFPB and the uncertainty regarding the consequences of, and resolutions to, any public enforcement action that may be brought by the CFPB and/or the DOJ. 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 Report.

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.

BANCORPSOUTH, INC.
By:	/s/ Cathy S. Freeman
	Cathy S. Freeman
	Senior Executive Vice President and Chief Administrative Officer

Date: January 22, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	News release issued on January 21, 2015 by BancorpSouth, Inc.
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on January 22, 2015

EX-99.1

Exhibit 99.1

News Release

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 Fourth Quarter 2014 Earnings

TUPELO, MS, January 21, 2015/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and year ended December 31, 2014.

Highlights for the fourth quarter of 2014 included:

• Net income of $28.7 million or $0.30 per diluted share.

• Net operating income of $28.7 million or $0.30 per diluted share.

• Earnings adversely impacted by negative mortgage servicing rights (“MSR”) valuation adjustment of $3.4 million.

• Generated net loan growth of $202.4 million, which resulted in total net loan growth of $754.9 million, or 8.4 percent for the year.

• Net interest margin remained stable at 3.60 percent compared to 3.62 percent for the third quarter of 2014.

• Announced authorization of stock repurchase program through November 30, 2016 to purchase up to 6 percent or 5,764,000 shares of BancorpSouth’s outstanding common stock.

The Company reported net income of $28.7 million, or $0.30 per diluted share, for the fourth quarter of 2014 compared with net income of $27.7 million, or $0.29 per diluted share, for the fourth quarter of 2013 and net income of $28.8 million, or $0.30 per diluted share, for the third quarter of 2014. Additionally, the Company reported net income of $116.8 million, or $1.21 per diluted share, for the year ended December 31, 2014 compared to $94.1 million, or $0.99 per diluted share, for the year ended December 31, 2013.

The Company reported net operating income (excluding merger related and other non-operating expenses) of $28.7 million, or $0.30 per diluted share, for the fourth quarter of 2014 compared to $27.7 million, or $0.29 per diluted share, for the fourth quarter of 2013 and $30.8 million, or $0.32 per diluted share, for the third quarter of 2014.

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

BXS Announces Fourth Quarter Results

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January 21, 2015

“Our fourth quarter results reflect continued momentum in several key areas of our Company’s performance, highlighted by another outstanding quarter of loan production,” remarked Dan Rollins, Chairman and Chief Executive Officer. “Our lending team produced net loan growth of over $200 million, or 8 percent annualized, for the quarter which resulted in loan growth of over $750 million for the year. We are pleased with our ability to continue to maintain our net interest margin in a relatively steady range by offsetting pressure on loan yields with continued reductions in our cost of funding. Earnings for the quarter were adversely impacted by the $3.4 million MSR valuation adjustment as well as expected seasonality in our insurance revenue stream. Finally, we are pleased with the progress made toward remediating our compliance issues and are hopeful our regulators will recognize the outstanding work our team has produced.”

Net Interest Revenue

Net interest revenue was $106.4 million for the fourth quarter of 2014, an increase of 3.9 percent from $102.4 million for the fourth quarter of 2013 and an increase of 0.8 percent from $105.6 million for the third quarter of 2014. The fully taxable equivalent net interest margin was 3.60 percent for the fourth quarter of 2014 compared to 3.52 percent for the fourth quarter of 2013 and 3.62 percent for the third quarter of 2014. Yields on loans and leases declined to 4.30 percent for the fourth quarter of 2014 compared with 4.52 percent for the fourth quarter of 2013 and 4.36 percent for the third quarter of 2014, while yields on total interest earning assets were relatively flat at 3.85 percent for the fourth quarter of 2014 compared with 3.86 percent for the fourth quarter of 2013 and 3.89 percent for the third quarter of 2014. The average cost of deposits was 0.25 percent for the fourth quarter of 2014 compared to 0.34 percent for the fourth quarter of 2013 and 0.28 percent for the third quarter of 2014.

Asset, Deposit and Loan Activity

Total assets were $13.3 billion at December 31, 2014 compared with $13.0 billion at December 31, 2013. Loans and leases, net of unearned income, were $9.7 billion at December 31, 2014 compared with $9.0 billion at December 31, 2013.

Total deposits were $11.0 billion at December 31, 2014 compared with $10.8 billion at December 31, 2013. The decrease in time deposits of $319.0 million, or 13.8 percent, at December 31, 2014 compared to December 31, 2013 was offset by growth in other lower cost deposits. Noninterest bearing demand deposits increased $134.1 million, or 5.1 percent, over the same period. Additionally, savings deposits increased $97.8 million, or 7.9 percent, while interest bearing demand deposits increased $285.6 million, or 6.2 percent, over the same period. As of December 31, 2014, $659.9 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.66 percent.

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BXS Announces Fourth Quarter Results

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January 21, 2015

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the quarter reflect no recorded provision for credit losses, which is consistent with no recorded provision for both the third quarter of 2014 and the fourth quarter of 2013. Total non-performing assets (“NPAs”) declined $5.9 million, or 5.3 percent, to $105.7 million at December 31, 2014 compared with $111.6 million at September 30, 2014 and declined $84.0 million, or 44.3 percent, from $189.7 million at December 31, 2013.

Net charge-offs for the fourth quarter of 2014 were $1.5 million, compared with $0.7 million for the fourth quarter of 2013 and $3.2 million for the third quarter of 2014. Recoveries of previously charged-off loans were $3.3 million for the fourth quarter of 2014, compared with $7.6 million for the fourth quarter of 2013 and $3.3 million for the third quarter of 2014. Annualized net charge-offs were 0.06 percent of average loans and leases for the fourth quarter of 2014, compared with 0.03 percent for the fourth quarter of 2013 and 0.13 percent for the third quarter of 2014.

Non-performing loans (“NPLs”) were $71.7 million, or 0.74 percent of net loans and leases, at December 31, 2014, compared with $120.4 million, or 1.34 percent of net loans and leases, at December 31, 2013, and $68.9 million, or 0.72 percent of net loans and leases, at September 30, 2014. The allowance for credit losses was $142.4 million, or 1.47 percent of net loans and leases, at December 31, 2014 compared with $153.2 million, or 1.71 percent of net loans and leases, at December 31, 2013 and $144.0 million, or 1.51 percent of net loans and leases, at September 30, 2014.

NPLs at December 31, 2014 consisted primarily of $58.1 million of nonaccrual loans, compared with $54.6 million of nonaccrual loans at September 30, 2014. Payments received on nonaccrual loans during the fourth quarter of 2014 totaled $8.5 million, compared with payments received on such loans of $11.9 million during the third quarter of 2014. NPLs at December 31, 2014 also included $2.8 million of loans 90 days or more past due and still accruing, compared with $1.9 million of such loans at September 30, 2014, and included restructured loans still accruing of $10.9 million at December 31, 2014, compared with $12.4 million of such loans at September 30, 2014. Early stage past due loans, representing loans 30-89 days past due, totaled $25.8 million at December 31, 2014 compared to $24.4 million at September 30, 2014.

Included in nonaccrual loans at December 31, 2014 were $30.3 million of loans, or 52.2 percent of total nonaccrual loans, that were paying as agreed, compared with $31.7 million, or 58.1 percent of total nonaccrual loans, that were paying as agreed at September 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 $8.7 million to $34.0 million during the fourth quarter of 2014 from $42.7 million at September 30, 2014. This net decrease reflected $2.3

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BXS Announces Fourth Quarter Results

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million of OREO added through foreclosure, offset by sales of OREO of $8.5 million. Write-downs in the value of existing properties were $2.4 million for the fourth quarter of 2014 compared to $1.6 million for the third quarter of 2014. Sales of OREO during the fourth quarter of 2014 resulted in a net loss of $1.6 million compared to a net loss of $3.3 million for the third quarter of 2014. At December 31, 2014, OREO was carried at 40.6 percent of the aggregate loan balances at the time of foreclosure, compared with 39.8 percent at September 30, 2014.

Noninterest Revenue

Noninterest revenue was $63.5 million for the fourth quarter of 2014, compared with $65.1 million for the fourth quarter of 2013 and $69.3 million for the third quarter of 2014. These results included a negative MSR valuation adjustment of $3.4 million for the fourth quarter of 2014 compared with a positive MSR valuation adjustment of $2.9 million for the fourth quarter of 2013 and a positive MSR valuation adjustment of $0.6 million for the third quarter of 2014. Valuation adjustments in the MSR asset are driven primarily by fluctuations in interest rates period over period.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $6.7 million for the fourth quarter of 2014, compared with $6.7 million for the fourth quarter of 2013 and $6.3 million for the third quarter of 2014. Mortgage origination volume for the fourth quarter of 2014 was $256.3 million, compared with $222.3 million for the fourth quarter of 2013 and $305.7 million for the third quarter of 2014.

Credit and debit card fee revenue was $9.9 million for the fourth quarter of 2014, compared with $8.3 million for the fourth quarter of 2013 and $9.0 million for the third quarter of 2014. Deposit service charge revenue was $12.5 million for the fourth quarter of 2014, compared with $13.6 million for the fourth quarter of 2013 and $13.1 million for the third quarter of 2014. Insurance commission revenue was $25.4 million for the fourth quarter of 2014, compared with $21.4 million for the fourth quarter of 2013 and $29.2 million for the third quarter of 2014. Wealth management revenue was $5.8 million for the fourth quarter of 2014, compared with $5.3 million for the fourth quarter of 2013 and $6.0 million for the third quarter of 2014.

Noninterest Expense

Noninterest expense for the fourth quarter of 2014 was $130.0 million, compared with $127.8 million for the fourth quarter of 2013 and $133.7 million for the third quarter of 2014. Salaries and employee benefits expense was $76.8 million for the fourth quarter of 2014 compared to $75.5 million for the fourth quarter of 2013 and $77.5 million for the third quarter of 2014. Foreclosed property expense was $4.6 million for the fourth quarter of 2014 compared with $2.8 million for the fourth quarter of 2013 and $5.7 million for the third quarter of 2014. Deposit insurance assessments were $2.4 million for the fourth quarter of 2014 compared to $2.7 million for the fourth quarter of 2013 and $2.1 million for the third quarter of 2014. Noninterest expense for the third quarter of 2014 included pre-tax costs totaling $3.1 million related to Bank Secrecy Act (“BSA”) and anti-money-laundering (“AML”) compliance remediation that were 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.

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BXS Announces Fourth Quarter Results

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Capital Management

BancorpSouth is a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 13.26 percent at December 31, 2014 and total risk based capital of 14.52 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for “well capitalized” classification. The Company’s equity capitalization is comprised entirely of common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 12.05 percent at December 31, 2014, compared with 11.61 percent at December 31, 2013 and 12.32 percent at September 30, 2014. The ratio of tangible shareholders’ equity to tangible assets was 9.92 percent at December 31, 2014, compared with 9.44 percent at December 31, 2013 and 10.14 percent at September 30, 2014.

Transaction Closings and Announcements

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 December 31, 2014, OIB, on a consolidated basis, reported total assets of $636.6 million, total loans of $460.6 million and total deposits of $527.8 million. Under the terms of the definitive agreement, the Company will issue approximately 3,675,000 shares of the Company’s common stock plus $22.875 million in cash for all outstanding shares of Ouachita Bancshares Corp.’s capital stock, subject to certain conditions and potential adjustments. The 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 December 31, 2014, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $595.4 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

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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.

Summary

Rollins concluded, “The financial results for 2014 reflect a great year of progress for our Company. We were able to grow loans by over $750 million, or 8 percent, during the year and improve our net interest margin meaningfully at the same time. Our insurance team produced considerable organic growth and our mortgage lenders continue to grow purchase money volume. We also made tremendous progress in dealing with remaining credit issues as NPAs declined by approximately 45 percent over the course of the year. All of these accomplishments were made while reducing total noninterest expense year-over-year. As we enter 2015, our Company objectives remain simple. We have to continue to sustain the growth momentum that’s been built, continue to challenge our cost structure, and continue to ensure that we have the appropriate processes and procedures in place to comply with all regulatory requirements.”

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2014 results on January 22, 2015, 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 $13.3 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc.,

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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 joint investigation by the Consumer Financial Protection Bureau (the “CFPB”) and the United States Department of Justice (“DOJ”) of the Company’s fair lending practices, the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the outcome of any instituted, pending or threatened material litigation, amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, additions to OREO, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, continued weakness in the economic environment, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, troubled debt restructurings, diversification of the Company’s revenue stream, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor, 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 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 and the DOJ in their 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 Fourth Quarter Results

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BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	12/31/2014			9/30/2014			6/30/2014			3/31/2014			12/31/2013
Earnings Summary:
Interest revenue	$	114,237		$	113,922		$	111,499		$	110,599		$	112,510
Interest expense		7,792			8,309			8,418			9,076			10,093
Net interest revenue		106,445			105,613			103,081			101,523			102,417
Provision for credit losses		—			—			—			—			—
Net interest revenue, after provision for credit losses		106,445			105,613			103,081			101,523			102,417
Noninterest revenue		63,513			69,278			69,838			66,517			65,125
Noninterest expense		130,046			133,699			127,954			126,707			127,830
Income before income taxes		39,912			41,192			44,965			41,333			39,712
Income tax expense		11,252			12,414			14,097			12,889			12,014
Net income	$	28,660		$	28,778		$	30,868		$	28,444		$	27,698
Balance Sheet - Period End Balances
Total assets	$	13,326,369		$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733
Total earning assets		12,163,897			11,929,416			11,794,445			11,948,897			11,814,060
Total securities		2,156,927			2,211,462			2,332,192			2,426,758			2,466,989
Loans and leases, net of unearned income		9,712,936			9,510,542			9,311,661			9,068,376			8,958,015
Allowance for credit losses		142,443			143,950			147,132			149,704			153,236
Total deposits		10,972,339			10,701,537			10,670,414			10,811,790			10,773,836
Long-term debt		78,148			81,742			83,835			85,835			81,714
Total shareholders’ equity		1,606,059			1,610,543			1,588,850			1,554,676			1,513,130
Balance Sheet - Average Balances
Total assets	$	13,131,130		$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127
Total earning assets		12,038,265			11,892,493			11,825,994			11,958,836			11,869,072
Total securities		2,180,000			2,272,114			2,394,045			2,452,178			2,511,888
Loans and leases, net of unearned income		9,579,059			9,393,709			9,232,743			9,022,155			8,830,917
Total deposits		10,802,194			10,662,841			10,650,077			10,825,308			10,739,352
Long-term debt		79,387			81,742			83,967			87,767			81,714
Total shareholders’ equity		1,613,239			1,600,721			1,574,588			1,537,897			1,501,928
Nonperforming Assets:
Non-accrual loans and leases	$	58,052		$	54,612		$	64,533		$	77,531		$	92,173
Loans and leases 90+ days past due, still accruing		2,763			1,925			2,406			1,949			1,226
Restructured loans and leases, still accruing		10,920			12,398			6,712			13,776			27,007
Non-performing loans (NPLs)		71,735			68,935			73,651			93,256			120,406
Other real estate owned		33,984			42,691			55,253			63,595			69,338
Non-performing assets (NPAs)	$	105,719		$	111,626		$	128,904		$	156,851		$	189,744
Financial Ratios and Other Data:
Return on average assets		0.87	%		0.88	%		0.96	%		0.88	%		0.85	%
Return on average shareholders’ equity		7.05	%		7.13	%		7.86	%		7.50	%		7.32	%
Return on tangible equity		8.81	%		8.83	%		9.74	%		9.28	%		9.16	%
Pre-tax pre-provision return on average assets		1.21	%		1.26	%		1.39	%		1.28	%		1.22	%
Non-interest income to average assets		1.92	%		2.12	%		2.17	%		2.06	%		1.99	%
Non-interest expense to average assets		3.93	%		4.08	%		3.97	%		3.93	%		3.91	%
Net interest margin-fully taxable equivalent		3.60	%		3.62	%		3.59	%		3.54	%		3.52	%
Net interest rate spread		3.49	%		3.50	%		3.48	%		3.43	%		3.39	%
Efficiency ratio (tax equivalent)		75.25	%		75.19	%		72.76	%		74.16	%		75.00	%
Loan/deposit ratio		88.52	%		88.87	%		87.27	%		83.87	%		83.15	%
Price to earnings mult (avg)		18.45			16.64			21.00			23.33			25.68
Market value to book value		134.91	%		120.13	%		148.53	%		154.13	%		160.04	%
Market value to book value (avg)		130.16	%		129.54	%		143.72	%		150.43	%		143.60	%
Market value to tangible book value		167.95	%		149.58	%		185.73	%		192.80	%		201.69	%
Market value to tangible book value (avg)		162.04	%		161.30	%		179.75	%		188.17	%		180.98	%
Headcount FTE		3,948			3,938			3,981			3,981			4,005

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BXS Announces Fourth Quarter Results

Page 9

January 21, 2015

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	12/31/2014			9/30/2014			6/30/2014			3/31/2014			12/31/2013
Credit Quality Ratios:
Net charge-offs to average loans and leases (annualized)		0.06	%		0.13	%		0.11	%		0.16	%		0.03	%
Provision for credit losses to average loans and leases (annualized)		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Allowance for credit losses to net loans and leases		1.47	%		1.51	%		1.58	%		1.65	%		1.71	%
Allowance for credit losses to non-performing loans and leases		198.57	%		208.82	%		199.77	%		160.53	%		127.27	%
Allowance for credit losses to non-performing assets		134.74	%		128.96	%		114.14	%		95.44	%		80.76	%
Non-performing loans and leases to net loans and leases		0.74	%		0.72	%		0.79	%		1.03	%		1.34	%
Non-performing assets to net loans and leases		1.09	%		1.17	%		1.38	%		1.73	%		2.12	%
Equity Ratios:
Total shareholders’ equity to total assets		12.05	%		12.32	%		12.24	%		11.83	%		11.61	%
Tangible shareholders’ equity to tangible assets		9.92	%		10.14	%		10.03	%		9.69	%		9.44	%
Capital Adequacy:
Tier 1 capital		13.26	%		13.18	%		13.09	%		13.18	%		12.99	%
Total capital		14.52	%		14.43	%		14.35	%		14.44	%		14.25	%
Tier 1 leverage capital		10.55	%		10.47	%		10.33	%		10.04	%		9.93	%
Estimated for current quarter
Common Share Data:
Basic earnings per share	$	0.30		$	0.30		$	0.32		$	0.30		$	0.29
Diluted earnings per share		0.30			0.30			0.32			0.30			0.29
Cash dividends per share		0.08			0.08			0.05			0.05			0.05
Book value per share		16.69			16.77			16.54			16.19			15.89
Tangible book value per share		13.40			13.46			13.23			12.95			12.60
Market value per share (last)		22.51			20.14			24.57			24.96			25.42
Market value per share (high)		23.28			25.43			25.55			26.24			25.54
Market value per share (low)		19.22			20.11			22.16			22.46			19.64
Market value per share (avg)		21.72			21.72			23.78			24.36			22.81
Dividend payout ratio		25.17	%		25.03	%		15.56	%		16.80	%		17.19	%
Total shares outstanding		96,254,903			96,065,021			96,046,057			96,004,679			95,231,691
Average shares outstanding - basic		96,173,000			96,052,260			96,034,475			95,629,890			95,217,203
Average shares outstanding - diluted		96,506,827			96,373,950			96,373,121			95,952,611			95,644,383
Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income		4.30	%		4.36	%		4.38	%		4.48	%		4.52	%
Available-for-sale securities:
Taxable		1.43	%		1.42	%		1.45	%		1.50	%		1.51	%
Tax-exempt		5.30	%		5.37	%		5.44	%		5.58	%		5.52	%
Short-term investments		0.24	%		0.22	%		0.24	%		0.25	%		0.25	%
Total interest earning assets and revenue		3.85	%		3.89	%		3.88	%		3.85	%		3.86	%
Deposits:		0.25	%		0.28	%		0.28	%		0.31	%		0.34	%
Demand - interest bearing		0.18	%		0.17	%		0.17	%		0.17	%		0.18	%
Savings		0.12	%		0.12	%		0.12	%		0.13	%		0.13	%
Other time		0.87	%		0.96	%		0.97	%		1.06	%		1.13	%
Short-term borrowings		0.11	%		0.10	%		0.09	%		0.07	%		0.07	%
Total int bearing dep & s/t borrowings		0.33	%		0.36	%		0.37	%		0.39	%		0.43	%
Junior subordinated debt		2.82	%		2.81	%		2.81	%		2.86	%		2.96	%
Long-term debt		2.86	%		2.85	%		2.84	%		2.91	%		2.94	%
Total interest bearing liabilities and expense		0.36	%		0.39	%		0.40	%		0.42	%		0.46	%
Interest bearing liabilities to interest earning assets		70.57	%		71.07	%		71.98	%		73.51	%		72.91	%
Net interest tax equivalent adjustment	$	2,736		$	2,810		$	2,860		$	2,823		$	2,893

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BXS Announces Fourth Quarter Results

Page 10

January 21, 2015

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

	Dec-14			Sep-14			Jun-14			Mar-14			Dec-13
	(Dollars in thousands)
Assets
Cash and due from banks	$	204,231		$	169,226		$	201,196		$	199,214		$	208,961
Interest bearing deposits with other banks		153,019			70,408			44,949			390,896			319,462
Available-for-sale securities, at fair value		2,156,927			2,211,462			2,332,192			2,426,758			2,466,989
Loans and leases		9,749,540			9,546,250			9,347,429			9,103,850			8,993,888
Less: Unearned income		36,604			35,708			35,768			35,474			35,873
Allowance for credit losses		142,443			143,950			147,132			149,704			153,236
Net loans and leases		9,570,493			9,366,592			9,164,529			8,918,672			8,804,779
Loans held for sale		141,015			137,005			105,643			62,867			69,593
Premises and equipment, net		304,943			307,497			310,515			314,367			315,260
Accrued interest receivable		41,985			42,311			40,697			42,666			42,150
Goodwill		291,498			291,498			291,498			286,800			286,800
Other identifiable intangibles		24,508			25,619			26,745			25,021			26,079
Bank owned life insurance		247,076			243,827			241,962			240,077			239,434
Other real estate owned		33,984			42,691			55,253			63,595			69,338
Other assets		156,690			163,421			170,708			172,622			180,888
Total Assets	$	13,326,369		$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,778,686		$	2,811,156		$	2,718,242		$	2,725,042		$	2,644,592
Interest bearing		4,868,054			4,498,275			4,511,760			4,583,481			4,582,450
Savings		1,331,963			1,311,874			1,299,203			1,297,344			1,234,130
Other time		1,993,636			2,080,232			2,141,209			2,205,923			2,312,664
Total deposits		10,972,339			10,701,537			10,670,414			10,811,790			10,773,836
Federal funds purchased and securities sold under agreement to repurchase		388,166			431,428			394,446			456,303			421,028
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		3,500			2,000			2,000			—			—
Accrued interest payable		3,400			3,894			3,926			4,050			4,836
Junior subordinated debt securities		23,198			23,198			23,198			23,198			31,446
Long-term debt		78,148			81,742			83,835			85,835			81,714
Other liabilities		251,559			217,215			219,218			207,703			203,743
Total Liabilities		11,720,310			11,461,014			11,397,037			11,588,879			11,516,603
Shareholders’ Equity
Common stock		240,637			240,165			240,118			240,012			238,079
Capital surplus		324,271			322,488			321,952			320,969			312,900
Accumulated other comprehensive loss		(43,686	)		(15,513	)		(15,040	)		(22,060	)		(29,959	)
Retained earnings		1,084,837			1,063,403			1,041,820			1,015,755			992,110
Total Shareholders’ Equity		1,606,059			1,610,543			1,588,850			1,554,676			1,513,130
Total Liabilities & Shareholders’ Equity	$	13,326,369		$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733

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BXS Announces Fourth Quarter Results

Page 11

January 21, 2015

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

	Dec-14			Sep-14			Jun-14			Mar-14			Dec-13
	(Dollars in thousands)
Assets
Cash and due from banks	$	166,941		$	155,876		$	157,813		$	168,056		$	163,948
Interest bearing deposits with other banks		165,713			120,707			145,530			449,207			471,695
Available-for-sale securities, at fair value		2,180,000			2,272,114			2,394,045			2,452,178			2,511,888
Loans and leases		9,615,125			9,430,043			9,269,469			9,058,081			8,864,983
Less: Unearned income		36,066			36,334			36,726			35,926			34,066
Allowance for credit losses		143,842			146,592			149,676			153,615			153,443
Net loans and leases		9,435,217			9,247,117			9,083,067			8,868,540			8,677,474
Loans held for sale		113,493			105,964			53,676			35,297			54,572
Premises and equipment, net		306,630			309,373			313,012			315,804			315,174
Accrued interest receivable		39,034			38,758			38,291			39,336			39,665
Goodwill		291,498			291,498			293,082			286,800			279,091
Other identifiable intangibles		24,910			26,031			25,271			25,420			18,658
Bank owned life insurance		245,584			242,718			240,736			239,969			237,657
Other real estate owned		39,209			49,123			60,822			69,086			77,211
Other assets		122,901			127,824			128,534			137,435			108,094
Total Assets	$	13,131,130		$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,837,919		$	2,766,626		$	2,683,939		$	2,647,376		$	2,667,667
Interest bearing		4,617,998			4,480,008			4,492,495			4,657,785			4,484,269
Savings		1,321,000			1,308,184			1,298,829			1,260,838			1,224,588
Other time		2,025,277			2,108,023			2,174,814			2,259,309			2,362,828
Total deposits		10,802,194			10,662,841			10,650,077			10,825,308			10,739,352
Federal funds purchased and securities sold under agreement to repurchase		426,842			444,017			435,505			458,436			469,245
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		2,261			6,489			3,621			—			—
Accrued interest payable		3,630			3,940			3,926			4,400			5,051
Junior subordinated debt securities		23,198			23,198			23,198			23,748			31,446
Long-term debt		79,387			81,742			83,967			87,767			81,714
Other liabilities		180,379			164,155			158,997			149,572			126,391
Total Liabilities		11,517,891			11,386,382			11,359,291			11,549,231			11,453,199
Shareholders’ Equity
Common stock		240,436			240,123			240,071			238,853			238,038
Capital surplus		323,372			322,219			321,628			314,117			312,835
Accumulated other comprehensive loss		(22,747	)		(14,827	)		(16,663	)		(23,644	)		(32,267	)
Retained earnings		1,072,178			1,053,206			1,029,552			1,008,571			983,322
Total Shareholders’ Equity		1,613,239			1,600,721			1,574,588			1,537,897			1,501,928
Total Liabilities & Shareholders’ Equity	$	13,131,130		$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127

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BXS Announces Fourth Quarter Results

Page 12

January 21, 2015

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended											Year Ended
	Dec-14		Sep-14		Jun-14		Mar-14			Dec-13		Dec-14		Dec-13
INTEREST REVENUE:
Loans and leases	$	103,172	$	102,681	$	99,962	$	98,744		$	99,989	$	404,559	$	396,441
Deposits with other banks		101		68		87		276			299		532		1,694
Available-for-sale securities:
Taxable		6,429		6,646		7,133		7,547			7,963		27,755		33,286
Tax-exempt		3,471		3,607		3,669		3,715			3,810		14,462		15,547
Loans held for sale		1,064		920		648		317			449		2,949		2,539
Total interest revenue		114,237		113,922		111,499		110,599			112,510		450,257		449,507
INTEREST EXPENSE:
Interest bearing demand		2,070		1,956		1,905		1,920			2,036		7,851		9,645
Savings		411		410		402		391			387		1,614		1,705
Other time		4,453		5,083		5,249		5,890			6,746		20,675		29,729
Federal funds purchased and securities sold under agreement to repurchase		89		84		80		78			84		331		297
Long-term debt		603		612		619		629			605		2,463		1,803
Junior subordinated debt		165		164		162		168			235		659		7,376
Other		1		—		1		—			—		2		3
Total interest expense		7,792		8,309		8,418		9,076			10,093		33,595		50,558
Net interest revenue		106,445		105,613		103,081		101,523			102,417		416,662		398,949
Provision for credit losses		—		—		—		—			—		—		7,500
Net interest revenue, after provision for credit losses		106,445		105,613		103,081		101,523			102,417		416,662		391,449
NONINTEREST REVENUE:
Mortgage lending		3,250		6,938		9,089		3,394			9,605		22,671		44,977
Credit card, debit card and merchant fees		9,921		8,972		8,567		7,843			8,324		35,303		33,005
Deposit service charges		12,538		13,111		12,437		12,536			13,570		50,622		52,905
Security gains (losses), net		18		18		5		(4	)		29		37		46
Insurance commissions		25,376		29,246		28,621		31,599			21,397		114,842		97,700
Wealth Management		5,826		5,961		5,828		5,916			5,320		23,531		22,967
Other		6,584		5,032		5,291		5,233			6,880		22,140		23,466
Total noninterest revenue		63,513		69,278		69,838		66,517			65,125		269,146		275,066
NONINTEREST EXPENSE:
Salaries and employee benefits		76,751		77,453		74,741		78,883			75,466		307,828		306,696
Occupancy, net of rental income		10,500		10,313		10,245		10,287			9,935		41,345		41,109
Equipment		3,996		4,205		4,169		4,499			4,298		16,869		18,386
Deposit insurance assessments		2,430		2,125		2,035		1,600			2,687		8,190		11,755
Voluntary early retirement expense		—		—		—		—			—		—		10,850
Write-off and amortization of bond issue cost		12		12		12		12			12		48		2,995
Other		36,357		39,591		36,752		31,426			35,432		144,126		143,058
Total noninterest expenses		130,046		133,699		127,954		126,707			127,830		518,406		534,849
Income before income taxes		39,912		41,192		44,965		41,333			39,712		167,402		131,666
Income tax expense		11,252		12,414		14,097		12,889			12,014		50,652		37,551
Net income	$	28,660	$	28,778	$	30,868	$	28,444		$	27,698	$	116,750	$	94,115
Net income per share: Basic	$	0.30	$	0.30	$	0.32	$	0.30		$	0.29	$	1.22	$	0.99
Diluted	$	0.30	$	0.30	$	0.32	$	0.30		$	0.29	$	1.21	$	0.99

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BXS Announces Fourth Quarter Results

Page 13

January 21, 2015

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Dec-14			Sep-14			Jun-14			Mar-14			Dec-13
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,746,486		$	1,714,012		$	1,699,803		$	1,581,251		$	1,529,249
Real estate
Consumer mortgages		2,257,726			2,191,265			2,071,503			2,047,001			1,976,073
Home equity		531,374			518,263			506,988			498,283			494,339
Agricultural		239,616			242,023			238,003			229,602			234,576
Commercial and industrial-owner occupied		1,522,536			1,508,679			1,505,679			1,488,380			1,473,320
Construction, acquisition and development		853,623			819,636			772,162			748,027			741,458
Commercial real estate		1,961,977			1,916,577			1,901,759			1,847,983			1,846,039
Credit cards		113,426			109,464			109,186			105,988			111,328
All other		486,172			490,623			506,578			521,861			551,633
Total loans	$	9,712,936		$	9,510,542		$	9,311,661		$	9,068,376		$	8,958,015
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	143,950		$	147,132		$	149,704		$	153,236		$	153,974
Loans and leases charged off:
Commercial and industrial		(1,179	)		(306	)		(860	)		(201	)		(837	)
Real estate
Consumer mortgages		(900	)		(1,510	)		(1,682	)		(1,945	)		(1,435	)
Home equity		(93	)		(510	)		(438	)		(318	)		(287	)
Agricultural		(4	)		(47	)		(18	)		(696	)		(238	)
Commercial and industrial-owner occupied		(220	)		(1,229	)		(936	)		(1,206	)		(1,041	)
Construction, acquisition and development		(566	)		(1,458	)		(41	)		(1,666	)		(1,784	)
Commercial real estate		(463	)		(70	)		(361	)		(901	)		(1,039	)
Credit cards		(580	)		(612	)		(608	)		(559	)		(559	)
All other		(847	)		(743	)		(671	)		(583	)		(1,108	)
Total loans charged off		(4,852	)		(6,485	)		(5,615	)		(8,075	)		(8,328	)
Recoveries:
Commercial and industrial		298			565			359			1,076			1,361
Real estate
Consumer mortgages		821			952			956			538			1,735
Home equity		102			157			182			184			97
Agricultural		16			45			26			9			34
Commercial and industrial-owner occupied		216			460			78			358			734
Construction, acquisition and development		897			392			808			1,637			2,483
Commercial real estate		623			286			226			323			784
Credit cards		160			116			135			131			133
All other		212			330			273			287			229
Total recoveries		3,345			3,303			3,043			4,543			7,590
Net charge-offs		(1,507	)		(3,182	)		(2,572	)		(3,532	)		(738	)
Provision charged to operating expense		—			—			—			—			—
Balance, end of period	$	142,443		$	143,950		$	147,132		$	149,704		$	153,236
Average loans for period	$	9,579,059		$	9,393,709		$	9,232,743		$	9,022,155		$	8,830,917
Ratio:
Net charge-offs to average loans (annualized)		0.06	%		0.13	%		0.11	%		0.16	%		0.03	%

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BXS Announces Fourth Quarter Results

Page 14

January 21, 2015

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Dec-14			Sep-14			Jun-14			Mar-14			Dec-13
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	3,934		$	2,786		$	2,917		$	3,023		$	3,079
Real estate
Consumer mortgages		23,668			23,408			24,355			24,353			25,645
Home equity		2,253			2,073			2,116			2,740			3,695
Agricultural		291			638			595			651			1,260
Commercial and industrial-owner occupied		11,190			7,495			11,094			14,122			18,568
Construction, acquisition and development		4,162			6,070			9,202			9,968			17,567
Commercial real estate		11,915			11,102			13,406			21,496			20,972
Credit cards		133			168			132			168			119
All other		506			872			716			1,010			1,268
Total nonaccrual loans and leases	$	58,052		$	54,612		$	64,533		$	77,531		$	92,173
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	41		$	60		$	302		$	287		$	27
Real estate
Consumer mortgages		1,828			1,590			1,607			1,307			888
Home equity		—			20			116			12			—
Agricultural		—			—			100			—			—
Commercial and industrial-owner occupied		39			—			—			—			—
Construction, acquisition and development		387			—			—			—			—
Commercial real estate		137			—			—			—			311
Credit cards		327			255			281			297			—
All other		4			—			—			46			—
Total loans and leases 90+ days past due, still accruing		2,763			1,925			2,406			1,949			1,226
Restructured Loans and Leases, Still Accruing		10,920			12,398			6,712			13,776			27,007
Total non-performing loans and leases		71,735			68,935			73,651			93,256			120,406
OTHER REAL ESTATE OWNED:		33,984			42,691			55,253			63,595			69,338
Total Non-performing Assets	$	105,719		$	111,626		$	128,904		$	156,851		$	189,744
Additions to Nonaccrual Loans and Leases During the Quarter	$	21,952		$	16,707		$	13,748		$	22,479		$	18,556
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	2,319		$	3,753		$	3,605		$	2,616		$	2,817
Real estate
Consumer mortgages		11,412			13,013			11,448			12,236			14,150
Home equity		2,047			1,315			960			1,587			1,828
Agricultural		366			190			1,122			302			495
Commercial and industrial-owner occupied		912			2,364			6,340			3,248			4,081
Construction, acquisition and development		4,811			1,036			1,616			2,848			1,993
Commercial real estate		1,510			926			1,658			3,953			5,574
Credit cards		739			602			556			592			655
All other		1,698			1,196			1,490			963			2,189
Total Loans and Leases 30-89 days past due, still accruing	$	25,814		$	24,395		$	28,795		$	28,345		$	33,782
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Allowance for credit losses to net loans and leases		1.47	%		1.51	%		1.58	%		1.65	%		1.71	%
Allowance for credit losses to non-performing loans and leases		198.57	%		208.82	%		199.77	%		160.53	%		127.27	%
Allowance for credit losses to non-performing assets		134.74	%		128.96	%		114.14	%		95.44	%		80.76	%
Non-performing loans and leases to net loans and leases		0.74	%		0.72	%		0.79	%		1.03	%		1.34	%
Non-performing assets to net loans and leases		1.09	%		1.17	%		1.38	%		1.73	%		2.12	%

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BXS Announces Fourth Quarter Results

Page 15

January 21, 2015

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Dec-14			Sep-14			Jun-14			Mar-14			Dec-13
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	32,254		$	24,076		$	15,874		$	11,339		$	7,702
One-to-four family construction		227,431			220,066			226,252			221,790			224,286
Recreation and all other loans		38,913			33,015			35,364			36,897			36,868
Commercial construction		254,998			245,734			192,605			177,264			150,847
Commercial acquisition and development		123,648			121,439			122,380			122,051			128,157
Residential acquisition and development		176,379			175,306			179,687			178,686			193,598
Total outstanding balance	$	853,623		$	819,636		$	772,162		$	748,027		$	741,458
Nonaccrual CAD Loans
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		965			1,239			2,603			2,824			2,937
Recreation and all other loans		805			1,060			981			919			728
Commercial construction		—			—			—			—			865
Commercial acquisition and development		979			2,033			1,835			2,224			6,890
Residential acquisition and development		1,413			3,086			3,783			4,001			6,147
Total nonaccrual CAD loans	$	4,162		$	7,418		$	9,202		$	9,968		$	17,567
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		387			—			—			—			—
Residential acquisition and development		—			—			—			—			—
Total CAD loans 90+ days past due, still accruing	$	387		$	—		$	—		$	—		$	—
Restructured CAD Loans, Still Accruing
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		27			—			—			—			1,274
Recreation and all other loans		40			10			11			13			13
Commercial construction		—			—			—			—			346
Commercial acquisition and development		—			391			395			402			1,990
Residential acquisition and development		646			947			700			1,192			3,111
Total restructured CAD loans, still accruing	$	713		$	1,348		$	1,106		$	1,607		$	6,734
Total Non-performing CAD loans	$	5,262		$	8,766		$	10,308		$	11,575		$	24,301
CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		—			—			—			—			—
One-to-four family construction		0.4	%		0.6	%		1.2	%		1.3	%		1.9	%
Recreation and all other loans		2.2	%		3.2	%		2.8	%		2.5	%		2.0	%
Commercial construction		0.0	%		0.0	%		0.0	%		0.0	%		0.8	%
Commercial acquisition and development		1.1	%		2.0	%		1.8	%		2.2	%		6.9	%
Residential acquisition and development		1.2	%		2.3	%		2.5	%		2.9	%		4.8	%
Total CAD NPL as a % of outstanding CAD balance		0.6	%		1.1	%		1.3	%		1.5	%		3.3	%

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BXS Announces Fourth Quarter Results

Page 16

January 21, 2015

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	December 31, 2014
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,709,475	$	978	$	33,879	$	—	$	—	$	2,154	$	1,746,486
Real estate
Consumer mortgages		2,167,965		—		84,975		—		—		4,786		2,257,726
Home equity		521,011		—		9,744		—		—		619		531,374
Agricultural		227,688		—		11,928		—		—		—		239,616
Commercial and industrial-owner occupied		1,450,158		—		64,420		491		—		7,467		1,522,536
Construction, acquisition and development		811,227		—		39,675		334		—		2,387		853,623
Commercial real estate		1,893,514		—		57,761		184		—		10,518		1,961,977
Credit cards		113,426		—		—		—		—		—		113,426
All other		471,662		—		14,340		—		—		170		486,172
Total loans	$	9,366,126	$	978	$	316,722	$	1,009	$	—	$	28,101	$	9,712,936
	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

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BXS Announces Fourth Quarter Results

Page 17

January 21, 2015

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

	December 31, 2014
	Alabama												Greater									Corporate
	and Florida												Memphis						Texas and			Banking
	Panhandle			Arkansas*			Mississippi*			Missouri			Area			Tennessee*			Louisiana			and Other			Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	75,919		$	172,894		$	303,524		$	29,734		$	24,457		$	89,683		$	321,143		$	729,132		$	1,746,486
Real estate
Consumer mortgages		183,605			283,462			710,307			69,501			115,178			175,401			556,457			163,815			2,257,726
Home equity		73,380			39,546			174,587			21,661			68,777			88,505			62,872			2,046			531,374
Agricultural		6,814			73,413			56,016			2,747			12,678			11,115			73,076			3,757			239,616
Commercial and industrial-owner occupied		172,813			172,026			454,432			61,393			90,734			87,524			337,457			146,157			1,522,536
Construction, acquisition and development		129,955			83,645			227,979			21,800			73,944			98,067			180,676			37,557			853,623
Commercial real estate		285,105			327,703			294,254			200,352			98,403			126,197			436,519			193,444			1,961,977
Credit cards		—			—			—			—			—			—			—			113,426			113,426
All other		28,728			38,680			131,704			2,726			35,142			33,101			67,260			148,831			486,172
Total loans	$	956,319		$	1,191,369		$	2,352,803		$	409,914		$	519,313		$	709,593		$	2,035,460		$	1,538,165		$	9,712,936
CAD PORTFOLIO:
Multi-family construction	$	19,600		$	3,488		$	5		$	—		$	—		$	6,190		$	2,971		$	—		$	32,254
One-to-four family construction		37,174			17,057			56,157			2,619			12,219			57,505			44,143			557			227,431
Recreation and all other loans		1,180			12,322			11,163			570			3,737			1,652			8,289			—			38,913
Commercial construction		37,806			21,853			75,419			7,759			24,525			9,238			52,409			25,989			254,998
Commercial acquisition and development		9,601			15,681			36,917			6,093			13,686			8,467			30,478			2,725			123,648
Residential acquisition and development		24,594			13,244			48,318			4,759			19,777			15,015			42,386			8,286			176,379
Total CAD loans	$	129,955		$	83,645		$	227,979		$	21,800		$	73,944		$	98,067		$	180,676		$	37,557		$	853,623
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	1,250		$	340		$	1,359		$	—		$	147		$	209		$	773		$	333		$	4,411
Real estate
Consumer mortgages		1,361			2,812			6,728			805			2,861			2,078			2,853			8,984			28,482
Home equity		631			21			373			—			445			277			521			2			2,270
Agricultural		100			—			121			—			—			64			14			—			299
Commercial and industrial-owner occupied		1,029			3,608			7,127			603			648			769			352			1,615			15,751
Construction, acquisition and development		686			55			2,070			139			1,374			348			587			3			5,262
Commercial real estate		30			221			1,895			—			3,186			3,165			3,879			847			13,223
Credit cards		—			—			—			—			—			—			—			1,420			1,420
All other		—			22			228			—			—			240			126			1			617
Total loans	$	5,087		$	7,079		$	19,901		$	1,547		$	8,661		$	7,150		$	9,105		$	13,205		$	71,735
NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		1.65	%		0.20	%		0.45	%		0.00	%		0.60	%		0.23	%		0.24	%		0.05	%		0.25	%
Real estate
Consumer mortgages		0.74	%		0.99	%		0.95	%		1.16	%		2.48	%		1.18	%		0.51	%		5.48	%		1.26	%
Home equity		0.86	%		0.05	%		0.21	%		0.00	%		0.65	%		0.31	%		0.83	%		0.10	%		0.43	%
Agricultural		1.47	%		0.00	%		0.22	%		0.00	%		0.00	%		0.58	%		0.02	%		0.00	%		0.12	%
Commercial and industrial-owner occupied		0.60	%		2.10	%		1.57	%		0.98	%		0.71	%		0.88	%		0.10	%		1.10	%		1.03	%
Construction, acquisition and development		0.53	%		0.07	%		0.91	%		0.64	%		1.86	%		0.35	%		0.32	%		0.01	%		0.62	%
Commercial real estate		0.01	%		0.07	%		0.64	%		0.00	%		3.24	%		2.51	%		0.89	%		0.44	%		0.67	%
Credit cards		—			—			—			—			—			—			—			1.25	%		1.25	%
All other		0.00	%		0.06	%		0.17	%		0.00	%		0.00	%		0.73	%		0.19	%		0.00	%		0.13	%
Total loans		0.53	%		0.59	%		0.85	%		0.38	%		1.67	%		1.01	%		0.45	%		0.86	%		0.74	%

*Excludes the Greater Memphis Area.

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BXS Announces Fourth Quarter Results

Page 18

January 21, 2015

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	December 31, 2014
	Alabama								Greater
	and Florida								Memphis				Texas and
	Panhandle		Arkansas*		Mississippi*		Missouri		Area		Tennessee*		Louisiana		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	84	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	84
Real estate
Consumer mortgages		309		97		1,181		—		—		198		509		—		2,294
Home equity		24		—		188		—		—		—		—		—		212
Agricultural		—		—		25		—		—		—		—		—		25
Commercial and industrial-owner occupied		—		—		1,162		—		223		—		60		—		1,445
Construction, acquisition and development		7,302		84		9,182		—		9,178		1,798		196		—		27,740
Commercial real estate		1,000		256		767		—		—		—		63		—		2,086
All other		—		—		98		—		—		—		—		—		98
Total loans	$	8,719	$	437	$	12,603	$	—	$	9,401	$	1,996	$	828	$	—	$	33,984

	Quarter Ended
	Dec-14			Sep-14			Jun-14			Mar-14			Dec-13
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	42,691		$	55,253		$	63,595		$	69,338		$	76,853
Additions to foreclosed properties
New foreclosed property		2,257			3,476			4,144			4,855			7,868
Reductions in foreclosed properties
Sales		(8,548	)		(14,429	)		(10,269	)		(8,767	)		(14,272	)
Writedowns		(2,416	)		(1,609	)		(2,217	)		(1,831	)		(1,111	)
Balance, end of period	$	33,984		$	42,691		$	55,253		$	63,595		$	69,338
FORECLOSED PROPERTY EXPENSE
Loss on sale of other real estate owned	$	1,643		$	3,289		$	1,073		$	466		$	949
Writedown of other real estate owned		2,416			1,609			2,217			1,831			1,111
Other foreclosed property expense		534			823			912			258			771
Total foreclosed property expense	$	4,593		$	5,721		$	4,202		$	2,555		$	2,831

* Excludes the Greater Memphis Area.

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BXS Announces Fourth Quarter Results

Page 19

January 21, 2015

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Dec-14		Sep-14		Jun-14		Mar-14			Dec-13
NONINTEREST REVENUE:
Mortgage lending	$	3,250	$	6,938	$	9,089	$	3,394		$	9,605
Credit card, debit card and merchant fees		9,921		8,972		8,567		7,843			8,324
Deposit service charges		12,538		13,111		12,437		12,536			13,570
Securities gains, net		18		18		5		(4	)		29
Insurance commissions		25,376		29,246		28,621		31,599			21,397
Trust income		3,791		3,537		3,624		3,568			3,717
Annuity fees		540		461		695		772			566
Brokerage commissions and fees		1,495		1,963		1,509		1,576			1,037
Bank-owned life insurance		3,249		1,865		1,885		1,849			2,466
Other miscellaneous income		3,335		3,167		3,406		3,384			4,414
Total noninterest revenue	$	63,513	$	69,278	$	69,838	$	66,517		$	65,125
NONINTEREST EXPENSE:
Salaries and employee benefits	$	76,751	$	77,453	$	74,741	$	78,883		$	75,466
Occupancy, net of rental income		10,500		10,313		10,245		10,287			9,935
Equipment		3,996		4,205		4,169		4,499			4,298
Deposit insurance assessments		2,430		2,125		2,035		1,600			2,687
Amortization of bond issue cost		12		12		12		12			12
Advertising		1,233		1,192		1,331		632			1,436
Foreclosed property expense		4,593		5,721		4,202		2,555			2,831
Telecommunications		1,960		2,254		2,258		2,248			1,971
Public relations		770		950		857		822			972
Data processing		2,806		2,734		2,863		2,741			2,939
Computer software		2,763		2,488		2,851		2,423			2,197
Amortization of intangibles		1,111		1,126		1,148		1,058			819
Legal		2,322		2,620		3,002		1,878			2,537
Merger expense		4		188		1,009		560			—
Postage and shipping		1,239		1,103		1,116		1,287			1,133
Other miscellaneous expense		17,556		19,215		16,115		15,222			18,597
Total noninterest expense	$	130,046	$	133,699	$	127,954	$	126,707		$	127,830
INSURANCE COMMISSIONS:
Property and casualty commissions	$	19,007	$	22,746	$	21,576	$	19,987		$	15,588
Life and health commissions		5,521		5,128		5,549		5,010			4,525
Risk management income		621		708		617		705			648
Other		227		664		879		5,897			636
Total insurance commissions	$	25,376	$	29,246	$	28,621	$	31,599		$	21,397

- MORE -

BXS Announces Fourth Quarter Results

Page 20

January 21, 2015

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Dec-14			Sep-14			Jun-14			Mar-14			Dec-13
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	53,759		$	52,272		$	53,436		$	54,662		$	51,025
Additions to mortgage servicing rights:
Originations of servicing assets		2,453			2,400			2,565			1,460			1,984
Changes in fair value:
Due to payoffs/paydowns		(1,480	)		(1,559	)		(1,616	)		(1,138	)		(1,240	)
Due to change in valuation inputs or assumptions used in the valuation model		(3,434	)		648			(2,111	)		(1,547	)		2,894
Other changes in fair value		(2	)		(2	)		(2	)		(1	)		(1	)
Fair value, end of period	$	51,296		$	53,759		$	52,272		$	53,436		$	54,662
MORTGAGE LENDING REVENUE:
Origination	$	3,949		$	3,736		$	8,758		$	1,964		$	3,590
Servicing		4,215			4,113			4,058			4,115			4,361
MSR payoffs/paydowns		(1,480	)		(1,559	)		(1,616	)		(1,138	)		(1,240	)
MSR valuation adjustment		(3,434	)		648			(2,111	)		(1,547	)		2,894
Total mortgage lending revenue	$	3,250		$	6,938		$	9,089		$	3,394		$	9,605
Mortgage loans serviced	$	5,686,756		$	5,649,897		$	5,630,192		$	5,568,828		$	5,577,325
MSR/mtg loans serviced		0.90	%		0.95	%		0.93	%		0.96	%		0.98	%
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,215,054		$	1,238,088		$	1,333,368		$	1,419,269		$	1,458,349
Government agency issued residential mortgage-back securities		209,230			218,748			229,414			241,596			250,234
Government agency issued commercial mortgage-back securities		240,568			237,325			237,321			234,059			230,912
Obligations of states and political subdivisions		483,864			509,304			520,897			523,811			519,405
Other		8,211			7,997			11,192			8,023			8,089
Total available-for-sale securities	$	2,156,927		$	2,211,462		$	2,332,192		$	2,426,758		$	2,466,989

- MORE -

BXS Announces Fourth Quarter Results

Page 21

January 21, 2015

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
	12/31/2014		9/30/2014		6/30/2014		3/31/2014		12/31/2013
Net income	$	28,660	$	28,778	$	30,868	$	28,444	$	27,698
Plus: Provision for credit losses		—		—		—		—		—
Income tax expense		11,252		12,414		14,097		12,889		12,014
Pre-tax, pre-provision earnings	$	39,912	$	41,192	$	44,965	$	41,333	$	39,712
Net income	$	28,660	$	28,778	$	30,868	$	28,444	$	27,698
Plus: Merger expense, net of tax		2		117		626		347		—
One time charge for BSA, net of tax		—		1,903		—		—		—
Net operating income	$	28,662	$	30,798	$	31,494	$	28,791	$	27,698

- MORE -

BXS Announces Fourth Quarter Results

Page 22

January 21, 2015

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)

Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to

Total Assets and Total Shareholders’ Equity:

	Quarter ended
	12/31/2014			9/30/2014			6/30/2014			3/31/2014			12/31/2013
Tangible assets
Total assets	$	13,326,369		$	13,071,557		$	12,985,887		$	13,143,555		$	13,029,733
Less: Goodwill		291,498			291,498			291,498			286,800			286,800
Other identifiable intangible assets		24,508			25,619			26,745			25,021			26,079
Total tangible assets	$	13,010,363		$	12,754,440		$	12,667,644		$	12,831,734		$	12,716,854
Tangible shareholders’ equity
Total shareholders’ equity	$	1,606,059		$	1,610,543		$	1,588,850		$	1,554,676		$	1,513,130
Less: Goodwill		291,498			291,498			291,498			286,800			286,800
Other identifiable intangible assets		24,508			25,619			26,745			25,021			26,079
Total tangible shareholders’ equity	$	1,290,053		$	1,293,426		$	1,270,607		$	1,242,855		$	1,200,251
Total average assets	$	13,131,130		$	12,987,103		$	12,933,879		$	13,087,128		$	12,955,127
Total common shares outstanding		96,254,903			96,065,021			96,046,057			96,004,679			95,231,691
Average shares outstanding-diluted		96,506,827			96,373,950			96,373,121			95,952,611			96,644,383
Tangible shareholders’ equity to tangible assets*		9.92	%		10.14	%		10.03	%		9.69	%		9.44	%
Return on tangible equity **		8.81	%		8.83	%		9.74	%		9.28	%		9.16	%
Pre-tax pre-provision return on average assets ***		1.21	%		1.26	%		1.39	%		1.28	%		1.22	%
Tangible book value per share****	$	13.40		$	13.46		$	13.23		$	12.95		$	12.60
Operating earnings per share*****	$	0.30		$	0.32		$	0.33		$	0.30		$	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.

- END -

EX-99.2

BancorpSouth, Inc.

Financial Information

As of and for the three months

ended December 31, 2014

Exhibit 99.2

Forward Looking Information

2

Certain

statements

contained

in

this

this

presentation

and

the

accompanying

slides

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 joint investigation by the Consumer Financial Protection Bureau (the “CFPB”) and the United States Department of

Justice (“DOJ”) of the Company’s fair lending practices, the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the outcome of any instituted,

pending or threatened material litigation, amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and

development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, additions to OREO, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of

mortgage servicing rights, allowance and provision for credit losses, continued weakness in the economic environment, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all

amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are

collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, troubled debt restructurings, diversification of the Company’s revenue stream,

liquidity

needs

and

strategies,

sources

of

funding,

net

interest

margin,

declaration and payment of dividends, cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor,

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 this presentation and the accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements

as

a

result

of

a

variety

of

factors.

These

factors

may

include,

but

are

not

limited

to,

the

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

and

the

DOJ

in

their

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 this presentation and the accompanying slides, 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 this presentation and the accompanying slides.

Q4 Highlights

As of and for the three months ended December 31, 2014

Net income of $28.7 million, or $0.30 per diluted share

Earnings adversely impacted by negative mortgage servicing rights (“MSR”) valuation

adjustment of $3.4 million

Generated net loan growth of $202.4 million, or 8.4% annualized

Net interest margin remained stable at 3.60%

Announced authorization of stock repurchase program

3

Recent Quarterly Results

Dollars in millions, except per share data

NM

–

Not

Meaningful

4

12/31/14

9/30/14

12/31/13

vs 9/30/14

Net interest revenue

106.4

$      

105.6

$      

102.4

$      

0.8

%

3.9

%

Provision for credit losses

0.0

0.0

0.0

NM

NM

Noninterest revenue

63.5

69.3

65.1

(8.3)

(2.5)

Noninterest expense

130.0

133.7

127.8

(2.7)

1.7

Income before income taxes

39.9

41.2

39.7

(3.1)

0.5

Income tax provision

11.3

12.4

12.0

(9.4)

(6.3)

Net income

28.7

$        

28.8

$        

27.7

$        

(0.4)

%

3.5

%

Net income per share:  diluted

0.30

$        

0.30

$        

0.29

$        

0.0

%

3.4

%

      Three Months Ended

% Change

vs 12/31/13

Noninterest Revenue

Dollars in thousands

5

12/31/14

9/30/14

12/31/13

vs 9/30/14

Mortgage lending revenue

3,250

$     

6,938

$     

9,605

$     

(53.2)

%

(66.2)

%

Credit card, debit card and merchant fees

9,921

8,972

8,324

10.6

19.2

Deposit service charges

12,538

13,111

13,570

(4.4)

(7.6)

Insurance commissions

25,376

29,246

21,397

(13.2)

18.6

Wealth management

5,826

5,961

5,320

(2.3)

9.5

Other

6,602

5,050

6,909

30.7

(4.4)

Total noninterest revenue

63,513

$   

69,278

$   

65,125

$   

(8.3)

%

(2.5)

%

% of total revenue

37.4%

39.6%

38.9%

Three Months Ended

% Change

vs 12/31/13

Noninterest Expense

Dollars in thousands

NM –

Not Meaningful

6

12/31/14

9/30/14

12/31/13

vs 9/30/14

Salaries and employee benefits

76,751

$    

77,453

$    

75,466

$    

(0.9)

%

1.7

%

Occupancy, net of rental income

10,500

10,313

9,935

1.8

5.7

Equipment

3,996

4,205

4,298

(5.0)

(7.0)

Deposit insurance assessments

2,430

2,125

2,687

14.4

(9.6)

Write-off and amortization of bond issue cost

12

12

12

-

-

Advertising & public relations

2,003

2,142

2,408

(6.5)

(16.8)

Foreclosed property expense

4,593

5,721

2,831

(19.7)

62.2

Data processing, telecom & computer software

7,529

7,476

7,107

0.7

5.9

Amortization of intangibles

1,111

1,126

819

(1.3)

35.7

Legal

2,322

2,620

2,537

(11.4)

(8.5)

Merger expense

4

188

-

(97.9)

NM

Postage and shipping

1,239

1,103

1,133

12.3

9.4

Other miscellaneous expense

17,556

19,215

18,597

(8.6)

(5.6)

        Total noninterest expense

130,046

$  

133,699

$  

127,830

$  

(2.7)

%

1.7

%

Non-operating items:

Merger expense

4

$              

188

$         

-

$               

BSA-AML charge

-

3,069

-

        Total

4

$              

3,257

$      

-

$               

Three Months Ended

% Change

vs 12/31/13

Loan Portfolio

Dollars in millions

Net loans and leases

7

As of

12/31/14

9/30/14

12/31/13

Commercial and industrial

1,746

$  

1,714

$  

1,529

$  

7.5

%

14.2

%

Real estate:

Consumer mortgages

2,258

2,191

1,976

12.0

14.3

Home equity

531

518

494

10.0

7.5

Agricultural

240

242

235

(3.9)

2.1

Commercial and industrial-owner occupied

1,523

1,509

1,473

3.6

3.3

Construction, acquisition and development

854

820

741

16.5

15.1

Commercial

1,962

1,917

1,846

9.4

6.3

Credit Cards

113

109

111

14.4

1.9

Other

486

491

552

(3.6)

(11.9)

Total

9,713

$  

9,511

$  

8,958

$  

8.4

%

8.4

%

vs 12/31/13

% Change

vs 9/30/14

Annualized

Mortgage and Insurance Revenue

Dollars in thousands

8

Mortgage Lending Revenue

12/31/14

9/30/14

6/30/14

3/31/14

12/31/13

Origination revenue

3,949

$     

3,736

$     

8,758

$     

1,964

$     

3,590

$     

Servicing revenue

4,215

4,113

4,058

4,115

4,361

MSR payoffs/paydowns

(1,480)

(1,559)

(1,616)

(1,138)

(1,240)

MSR valuation adjustment

(3,434)

648

(2,111)

(1,547)

2,894

Total mortgage lending revenue

3,250

$     

6,938

$     

9,089

$     

3,394

$     

9,605

$     

Production volume

256,308

$

305,730

$

291,010

$

197,110

$

222,282

$

Purchase money production

193,154

$

244,584

$

241,538

$

143,890

$

160,043

$

Mortgage loans sold

229,070

$

225,444

$

264,478

$

143,213

$

200,665

$

Margin on loans sold

1.72%

1.66%

3.31%

1.37%

1.79%

Insurance Commission Revenue

Property and casualty commissions

19,007

$  

22,746

$  

21,576

$  

19,987

$  

15,588

$  

Life and health commissions

5,521

5,128

5,549

5,010

4,525

Risk management income

621

708

617

705

648

Other

227

664

879

5,897

636

Total insurance commissions

25,376

$  

29,246

$  

28,621

$  

31,599

$  

21,397

$  

Three Months Ended

NPLs increased $2.8 million, or 4.1%, and NPAs declined $5.9 million,

or 5.3%, quarter over quarter

OREO decreased $8.7 million, or 20.4%, quarter over quarter

Near-term delinquencies remained stable at $25.8 million

No provision for credit losses recorded, which is consistent with no

recorded provision for both the third quarter of 2014 and the fourth

quarter of 2013

Net charge-offs were $1.5 million for the fourth quarter compared with

$3.2 million for the third quarter of 2014 and $0.7 million for the fourth

quarter of 2013

52% of non-accrual loans were paying as agreed

Credit Quality Highlights

9

As of and for the three months ended December 31, 2014

“Paying as agreed” includes loans that are less than 30 days past due with payments occurring at least quarterly

NPA Improvement

Total NPAs Have Declined Approximately 45% in the Last 12 Months

10

Dollars

in

millions

NPLs

consist

of

nonaccrual

loans,

loans

90+

days

past

due

and

restructured

loans

NPAs

consist

of

NPLs

and

other

real

estate

owned

Summary

Non-Financial Highlights

Progress toward remediating BSA/AML compliance weaknesses

Authorization of a stock repurchase program

Opened loan production office in Austin, TX

Financial Highlights

Meaningful net loan growth

Stable net interest margin

Adverse impact of negative MSR valuation adjustment

Continued resolution of remaining problem assets

Q&A

11