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): July 28, 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 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

Representatives of BancorpSouth, Inc. will be making a presentation at the Keefe, Bruyette & Woods Community Bank Investor Conference to be held on July 28 -29, 2015 in New York, New York. A copy of the presentation to be used is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Presentation by BancorpSouth, Inc.

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: July 28, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation by BancorpSouth, Inc.

EX-99.1

BancorpSouth, Inc.

KBW 2015 Community Bank

Investor Conference

July 28-29, 2015

Exhibit 99.1

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

operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program, 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 Other Real Estate Owned (“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 Company’s ability to operate its regulatory compliance programs consistent with federal, state and local

laws, including its BSA/AML compliance program, 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.

About BancorpSouth, Inc. (NYSE:BXS)

Total assets of $13.6 billion

Headquartered in Tupelo, MS

240 banking locations reaching throughout an 8-state footprint

Customer-focused business model with comprehensive line of

financial products and banking services for individuals and small to

mid-size businesses

Strong core capital base consisting of 100% common equity

Market capitalization of $2.5 billion

3

Market Capitalization as of July 17, 2015

All Other Data as of June 30, 2015

Community Bank Structure –

8 State Footprint

4

240 Full Service Branches

6 Loan Production Offices

33 Insurance Locations (28 stand-alone)

82 Mortgage Locations (13 stand-alone)

18 Wealth Management Locations

5

As of June 30, 2015

Wide Range of Product Offerings

Mortgage

122 Originators in 82 Locations

$728 million in Production YTD

($1.1 billion in Production in 2014)

Insurance

175 Licensed Producers in 33 Locations

Commercial, P&C, and Life Insurance

COMMUNITY BANK

Personal Banking

Business Banking

Deposit Offerings

Business Loans

Consumer Lending

Full Range of Deposit Products

Home Equity Lending

Treasury Management

Mobile/Internet Banking

Merchant Services

Prepaid Cards

Payroll and HR Management

Equipment Finance and Leasing

Territory Managers Covering 14 States

Portfolio Balance of $500+ Million

Trust and Wealth Management

$7 Billion Total Assets Under Management

18 Locations

Net Interest

Revenue

59%

Noninterest

Revenue

41%

Diversified Revenue Stream

Approximately 40% of Total Revenue is Derived from Noninterest Sources

Total Noninterest Revenue of $146.3M*

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Total Revenue of $359.7M*

Percentages and amounts based on data for six month period ended June 30, 2015

*Excludes positive MSR valuation adjustment of $1.3 million

Insurance

Commissions

43%

Mortgage

lending

15%

Card and

merchant fees

12%

Deposit service

charges

15%

Wealth

management

8%

Other

7%

Q2 Highlights

As of and for the three months ended June 30, 2015

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Net income of $39.7 million, or $0.41 per diluted share

Generated net loan growth of $280.6 million, or 11.6% annualized

Originated $417.2 million in mortgage loans, which contributed to mortgage lending

revenue of $14.1 million

Elevated recoveries of previously charged-off loans contributed to a negative

provision for credit losses of $5.0 million

Continued progress toward improving cost structure reflected by decline in efficiency

ratio to 69.52 percent

Improvement in other operating metrics, including Return on Assets and Return on

Equity

Diluted EPS

8

Growth in Earnings Per Share

Fiscal Year

Quarter Ended

$0.99

$0.27

$0.45

$0.90

$0.99

$1.21

$0.33

$0.41

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

2009

2010

2011

2012

2013

2014

Q1 15

Q2 15

Loan Growth

Dollars in millions

9

Fiscal Year

Quarter Ended

Produced net loan growth of approximately $700 million over the last year

$9,691

$9,775

$9,333

$8,870

$8,637

$8,958

$9,068

$9,312

$9,511

$9,713

$9,727

$10,008

$7,500

$8,000

$8,500

$9,000

$9,500

$10,000

$10,500

4Q 08

4Q 09

4Q 10

4Q 11

4Q 12

4Q 13

1Q 14

2Q 14

3Q 14

4Q 14

1Q 15

2Q 15

NPA Improvement

10

Total NPAs Have Stabilized Over the Past Several Quarters

$64

$186

$394

$425

$322

$234

$120

$93

$74

$69

$72

$61

$79

$46

$59

$133

$136

$174

$103

$69

$64

$55

$43

$34

$28

$24

$110

$528

$561

$496

$337

$157

$129

$112

$106

$89

$104

$0

$125

$250

$375

$500

$625

4Q 08

4Q 09

4Q 10

1Q 11

4Q 11

4Q 12

4Q 13

1Q 14

2Q 14

3Q 14

4Q 14

1Q 15

2Q 15

NPLs

OREO

$246

$190

Dollars in millions

NPLs consist of nonaccrual loans, loans 90+ days past due and accruing, and restructured loan

NPAs consist of NPLs and other real estate owned

Summary

Highlights

Continued improvement in profitability

Meaningful loan growth

Growth in noninterest revenue

Stabilization of credit quality metrics

Improvement in efficiency

Current Focus

Continue to attract quality producers and grow

Loans & deposits

Noninterest products

Challenge expenses and continue to improve efficiency

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BancorpSouth’s common stock is listed on the New York Stock

Exchange under the symbol BXS.   Additional information can

be found at www.bancorpsouth.com.*

Investor Inquiries:

Will Fisackerly

Director of Corporate Finance

BancorpSouth, Inc.

662-680-2475

will.fisackerly@bxs.com

*Reference to BancorpSouth’s website does not constitute incorporation by reference of the information

contained on the website and is not, and should not, be deemed a part of this presentation