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): April 20, 2017 (April 19, 2017)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.02.      Results of Operations and Financial Condition.

On April 19, 2017, BancorpSouth, Inc. (the “Company”) issued a news release announcing its financial results for the first quarter ended March 31, 2017. 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 April 20, 2017 to discuss its financial results for the first quarter ended March 31, 2017. 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 9 – Financial Statements and Exhibits

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1	News release issued on April 19, 2017 by BancorpSouth, Inc.
Exhibit 99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on April 20, 2017

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 Freeman
	Cathy S. Freeman
	Senior Executive Vice President and Chief Administrative Officer

Date: April 20, 2017

EXHIBIT INDEX

Exhibit Number	Description
99.1	News release issued on April 19, 2017 by BancorpSouth, Inc.
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on April 20, 2017

EX-99.1

Exhibit 99.1

News Release

Contact:
Chris Bagley	Will Fisackerly
President and Chief Operating Officer;   Interim Chief Financial Officer	Senior Vice President and   Director of Corporate Finance
662/680-2009	662/680-2475

BancorpSouth Announces First Quarter 2017 Financial Results

TUPELO, MS, April 19, 2017/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended March 31, 2017.

Highlights for the first quarter of 2017 included:

• Net income of $38.1 million, or $0.41 per diluted share.

• Generated total deposit growth of $354.7 million, or 12.3 percent on an annualized basis.

• Net interest margin remained stable at 3.46 percent.

• Earnings benefitted from a positive pre-tax mortgage servicing rights (“MSR”) valuation adjustment of $0.9 million.

• Net operating income – excluding MSR – of $36.9 million, or $0.39 per diluted share.

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

• Total operating expense declined compared to both the first and fourth quarters of 2016 and operating efficiency ratio – excluding MSR – declined to 68.4 percent.

• Repurchased 1,613,691 shares of outstanding common stock at a weighted average price of $30.62 per share.

The Company reported net income of $38.1 million, or $0.41 per diluted share, for the first quarter of 2017 compared with net income of $22.5 million, or $0.24 per diluted share, for the first quarter of 2016 and net income of $37.7 million, or $0.40 per diluted share, for the fourth quarter of 2016.

- MORE -

BancorpSouth, Inc.

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

BXS Announces First Quarter 2017 Financial Results

Page 2

April 19, 2017

The Company reported net operating income – excluding MSR – of $36.9 million, or $0.39 per diluted share, for the first quarter of 2017 compared to $36.9 million, or $0.39 per diluted share, for the first quarter of 2016 and $30.7 million, or $0.33 per diluted share, for the fourth quarter of 2016. Net operating income – excluding MSR – is a non-GAAP financial measure used by management to assess the core operating performance of the Company. This measure excludes items such as securities gains and losses, MSR valuation adjustments, restructuring charges, merger-related expenses, industry-related legal settlements, and other one-time charges. A full reconciliation of this measure is provided in the supplemental schedules of this news release.

“Our first quarter results reflect consistent improvement in our financial results, highlighted by continued balance sheet growth, disciplined expense control, and continued share repurchase activity,” remarked Dan Rollins, Chairman and Chief Executive Officer. “We reported deposit growth for the quarter of $354.7 million, or 12.3 percent on an annualized basis. While first quarter is typically seasonally high for deposit growth, this growth is reflective of our teammates’ continued commitment to broadening customer relationships and growing core deposits. Total operating expenses declined compared to both the first and fourth quarters of 2016, resulting in a decline in the operating efficiency ratio - excluding MSR - to 68.4 percent. Finally, we continue to be active in our share repurchase program, as we repurchased just over 1.6 million shares during the quarter at a weighted average price of $30.62 per share.”

“Additionally, our net interest margin remained stable at 3.46 percent compared to the fourth quarter of last year. Yields on both our loan portfolio and securities portfolio increased during the quarter while our average cost of deposits remained flat. This benefit to our margin was offset by a shift in our asset mix, which resulted from increases in lower yielding assets, including overnight investments and securities.”

Net Interest Revenue

Net interest revenue was $114.6 million for the first quarter of 2017, an increase of 3.1 percent from $111.2 million for the first quarter of 2016 and a decrease of 0.7 percent from $115.4 million for the fourth quarter of 2016. The fully taxable equivalent net interest margin was 3.46 percent for the first quarter of 2017 compared to 3.56 percent for the first quarter of 2016 and 3.46 percent for the fourth quarter of 2016. Yields on loans and leases were 4.20 percent for the first quarter of 2017 compared with 4.21 percent for the first quarter of 2016 and 4.18 percent for the fourth quarter of 2016, while yields on total interest earning assets were 3.70 percent for the first quarter of 2017 compared with 3.78 percent for the first quarter of 2016 and 3.70 percent for the fourth quarter of 2016. The average cost of deposits was 0.23 percent for the first quarter of 2017 compared to 0.21 percent for the first quarter of 2016 and 0.23 percent for the fourth quarter of 2016.

Asset, Deposit and Loan Activity

Total assets were $14.9 billion at March 31, 2017 compared with $13.9 billion at March 31, 2016. Loans and leases, net of unearned income, were $10.8 billion at March 31, 2017 compared with $10.4 billion at March 31, 2016.

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 3

April 19, 2017

Total deposits were $12.0 billion at March 31, 2017 compared with $11.5 billion at March 31, 2016. Time deposits decreased $11.0 million, or 0.6 percent, at March 31, 2017 compared to March 31, 2016. Over the same time period, interest bearing demand deposits increased $148.4 million, or 2.9 percent, while noninterest bearing demand deposits increased $298.0 million, or 9.6 percent, and savings deposits increased $120.7 million, or 8.0 percent.

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the first quarter reflect a provision for credit losses of $1.0 million, which was flat compared to both the first and fourth quarters of 2016. Net recoveries for the first quarter of 2017 were $0.5 million, compared with net charge-offs of $1.0 million for the first quarter of 2016 and net charge-offs of $3.2 million for the fourth quarter of 2016. The allowance for credit losses was $125.2 million, or 1.16 percent of net loans and leases, at March 31, 2017, compared with $126.5 million, or 1.21 percent of net loans and leases, at March 31, 2016 and $123.7 million, or 1.14 percent of net loans and leases, at December 31, 2016.

Total non-performing assets (“NPAs”) were $90.0 million, or 0.83 percent of net loans and leases, at March 31, 2017 compared with $106.9 million, or 1.02 percent of net loans and leases, at March 31, 2016, and $109.7 million, or 1.01 percent of net loans and leases, at December 31, 2016. Other real estate owned was $8.5 million at March 31, 2017 compared with $12.7 million at March 31, 2016 and $7.8 million at December 31, 2016.

Noninterest Revenue

Noninterest revenue was $70.9 million for the first quarter of 2017, compared with $64.7 million for the first quarter of 2016 and $72.0 million for the fourth quarter of 2016. These results included a positive MSR valuation adjustment of $0.9 million for the first quarter of 2017 compared with a negative MSR valuation adjustment of $8.0 million for the first quarter of 2016 and a positive MSR valuation adjustment of $11.2 million for the fourth quarter of 2016. Valuation adjustments in the MSR asset are driven primarily by fluctuations in interest rates period over period.

Excluding the MSR valuation adjustments, mortgage banking revenue was $8.1 million for the first quarter of 2017, compared with $9.8 million for the first quarter of 2016 and $5.6 million for the fourth quarter of 2016. Mortgage origination volume for the first quarter of 2017 was $287.8 million, compared with $315.4 million for the first quarter of 2016 and $395.9 million for the fourth quarter of 2016.

Credit and debit card fee revenue was $8.9 million for the first quarter of 2017, compared with $9.0 million for the first quarter of 2016 and $9.3 million for the fourth quarter of 2016. Deposit service charge revenue was $9.7 million for the first quarter of 2017, compared with $11.0 million for the first quarter of 2016 and $10.0 million for the fourth quarter of 2016. Insurance commission revenue was $32.9 million for the first quarter of 2017, compared with $33.2 million for the first quarter of 2016 and $25.7 million for the fourth quarter of 2016. Wealth management revenue was $5.2 million for the first quarter of 2017, compared with $5.1 million for the first quarter of 2016 and $5.4 million for the fourth quarter of 2016.

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 4

April 19, 2017

Noninterest Expense

Noninterest expense for the first quarter of 2017 was $127.1 million, compared with $141.5 million for the first quarter of 2016 and $130.5 million for the fourth quarter of 2016. Total noninterest expense for the first quarter of 2016 included a charge of $13.8 million to reflect a liability associated with the settlement of a previously announced joint investigation by the Consumer Financial Protection Bureau and the U.S. Department of Justice. Salaries and employee benefits expense was $81.4 million for the first quarter of 2017 compared to $81.7 million for the first quarter of 2016 and $80.9 million for the fourth quarter of 2016. Occupancy expense was $10.3 million for the first quarter of 2017, which was flat compared to both the first and fourth quarters of 2016. Other noninterest expense was $29.4 million for the first quarter of 2017, compared to $33.2 million for the first quarter of 2016 and $34.0 million for the fourth quarter of 2016.

Capital Management

The Company’s equity capitalization is comprised entirely of common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 11.45 percent at March 31, 2017, compared with 12.06 percent at March 31, 2016 and 11.71 percent at December 31, 2016. The ratio of tangible shareholders’ equity to tangible assets was 9.49 percent at March 31, 2017, compared with 10.05 percent at March 31, 2016 and 9.73 percent at December 31, 2016.

During the first quarter of 2017, the Company repurchased 1,613,691 shares of its outstanding common stock at a weighted average price of $30.62 per share. During the fourth quarter of 2016, the Company repurchased 436,541 shares at a weighted average price of $22.91 per share. As of March 31, 2017, the Company had 4,398,249 remaining shares available for repurchase under its current share repurchase authorization, which expires on December 29, 2017. On January 9, 2017, the Company redeemed $6.7 million in junior subordinated debt securities issued to American State Capital Trust I and $6.2 million in junior subordinated debt securities issued to Business Holding Company Trust I. Each of these junior subordinated debt securities was assumed by the Company pursuant to prior acquisitions of banks by the Company.

Estimated regulatory capital ratios at March 31, 2017 were calculated in accordance with the Basel III capital framework. BancorpSouth is a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 12.16 percent at March 31, 2017 and total risk-based capital of 13.21 percent, compared with required minimum levels of 8 percent and 10 percent, respectively, in order to qualify for “well capitalized” classification.

Transactions

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

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 5

April 19, 2017

On January 21, 2014, the Company announced the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, pursuant to which Central Community Corporation agreed to be merged with and into the Company. Central Community Corporation is the parent company of First State Bank Central Texas (“First State Bank”), which is headquartered in Austin, Texas. First State Bank operates 31 full-service banking offices in central Texas. As of March 31, 2017, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $678.0 million and total deposits of $1.1 billion. Under the terms of the definitive agreement, the Company will issue approximately 7,250,000 shares of the Company’s common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation’s capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Board of Directors of each company and was approved by Central Community Corporation shareholders on April 24, 2014. The Company and Central Community Corporation entered into an extension of the merger effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Central Community Corporation. The terms of the agreement provide for a minimum total deal value of $202.5 million but also allow Central Community Corporation to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

On January 8, 2014, the Company announced the signing of a definitive merger agreement with Ouachita Bancshares Corp., parent company of Ouachita Independent Bank (collectively referred to as “OIB”), headquartered in Monroe, Louisiana, pursuant to which Ouachita Bancshares Corp. agreed to be merged with and into the Company. OIB operates 11 full-service banking offices along the I-20 corridor and has a loan production office in Madison, Mississippi. As of March 31, 2017, OIB, on a consolidated basis, reported total assets of $732.4 million, total loans of $498.2 million and total deposits of $606.8 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 merger has been unanimously approved by the Board of Directors of each company and was approved by Ouachita Bancshares Corp. shareholders on April 8, 2014. The Company and Ouachita Bancshares Corp. entered into an extension of the merger effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Ouachita Bancshares Corp. The terms of the agreement provide for a minimum total deal value of $111.1 million but also allow Ouachita Bancshares Corp. to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 6

April 19, 2017

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

Summary

Rollins concluded, “We are pleased to see the positive momentum seen in our financial performance for the last several quarters continue into 2017. As we look toward the remainder of the year, I’m excited about the opportunity to continue to build on this progress. While first quarter is historically seasonally slow for loan growth, we are optimistic about our team’s ability to produce quality credits and grow loans. Additionally, our producers in other areas including mortgage, insurance, and wealth management continue to look for ways to grow their customer base despite certain industry-specific headwinds. Finally, our credit quality remains strong while total operating expenses remain flat. Our team is confident this simple approach will allow us to continue to improve our operating performance.”

Conference Call

BancorpSouth will conduct a conference call to discuss its first quarter 2017 results on April 20, 2017, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth’s website at www.bancorpsouth.com and accessing the “Investor Relations” webpage. A replay of the conference call will be available at BancorpSouth’s website for at least two weeks following the call.

About BancorpSouth, Inc.

BancorpSouth, Inc. (NYSE: BXS) is a financial holding company headquartered in Tupelo, Mississippi, with $14.9 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 234 full service branch locations as well as additional mortgage, insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois. BancorpSouth is committed to a culture of respect, diversity, and inclusion in both its workplace and communities. To learn more, visit our Community Commitment page at www.bancorpsouth.com. Like us on Facebook; follow us on Twitter: @MyBXS; or connect with us through LinkedIn.

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 acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the Company’s ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its Bank Secrecy Act (“BSA”) and anti-money laundering (“AML”) compliance program and its fair lending compliance program, the Company’s compliance with the consent order it entered into with the Consumer Financial Protection Bureau and the United States Department of Justice related to the Company’s fair lending practices (the “Consent Order”), amortization expense for intangible assets, goodwill impairments, loan

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 7

April 19, 2017

impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, diversification of the Company’s revenue stream, the growth of the Company’s insurance business and commission revenue, the growth of the Company’s customer base and loan, deposit and fee revenue sources, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, the utilization of the Company’s share repurchase program, the implementation and execution of cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor, and the impact of certain claims and ongoing, pending or threatened litigation, administrative and investigatory matters.

The Company cautions readers not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors may include, but are not limited to, the Company’s ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program and its fair lending compliance program, the Company’s ability to successfully implement and comply with the Consent Order, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the willingness of Ouachita Bancshares Corp. and Central Community Corporation to proceed with the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, limitations on the Company’s ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the growth of the Company’s insurance business and commission revenue, the growth of the Company’s loan, deposit and fee revenue sources, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, the utilization of the Company’s share repurchase program, the implementation and execution of cost saving initiatives, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company’s press and news releases, reports and other filings with the SEC. Forward-looking statements speak only as of the date that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release.

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 8

April 19, 2017

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	3/31/2017			12/31/2016			9/30/2016			6/30/2016			3/31/2016
Earnings Summary:
Interest revenue	$	122,926		$	123,444		$	122,340		$	119,423		$	117,972
Interest expense		8,315			8,057			7,750			7,107			6,813
Net interest revenue		114,611			115,387			114,590			112,316			111,159
Provision for credit losses		1,000			1,000			—			2,000			1,000
Net interest revenue, after provision for credit losses		113,611			114,387			114,590			110,316			110,159
Noninterest revenue		70,869			71,975			69,673			68,526			64,727
Noninterest expense		127,109			130,519			128,317			127,561			141,512
Income before income taxes		57,371			55,843			55,946			51,281			33,374
Income tax expense		19,278			18,173			18,129			16,589			10,825
Net income	$	38,093		$	37,670		$	37,817		$	34,692		$	22,549
Balance Sheet - Period End Balances
Total assets	$	14,866,054		$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398
Total earning assets		13,757,920			13,549,407			13,483,345			12,977,030			12,760,031
Total securities		2,540,887			2,531,676			2,468,199			2,103,883			2,016,373
Loans and leases, net of unearned income		10,801,694			10,811,991			10,658,761			10,575,978			10,444,697
Allowance for credit losses		125,196			123,736			125,887			126,935			126,506
Total deposits		12,042,845			11,688,141			11,590,059			11,364,367			11,486,697
Long-term debt		530,000			530,000			563,495			365,588			67,681
Total shareholders’ equity		1,702,389			1,723,883			1,724,104			1,713,043			1,679,793
Balance Sheet - Average Balances
Total assets	$	14,832,260		$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661
Total earning assets		13,715,612			13,525,284			13,265,266			12,963,056			12,830,000
Total securities		2,507,701			2,479,008			2,186,889			2,069,058			2,037,739
Loans and leases, net of unearned income		10,820,486			10,737,802			10,601,481			10,513,732			10,372,925
Total deposits		11,941,851			11,700,213			11,509,764			11,437,422			11,431,480
Long-term debt		530,000			534,141			430,886			219,434			67,750
Total shareholders’ equity		1,731,931			1,724,871			1,719,503			1,690,906			1,668,465
Nonperforming Assets:
Non-accrual loans and leases	$	74,439		$	71,812		$	70,725		$	68,638		$	81,926
Loans and leases 90+ days past due, still accruing		3,063			3,983			2,255			1,875			4,567
Restructured loans and leases, still accruing		4,060			26,047			17,936			9,687			7,753
Non-performing loans (NPLs)		81,562			101,842			90,916			80,200			94,246
Other real estate owned		8,458			7,810			11,391			14,658			12,685
Non-performing assets (NPAs)	$	90,020		$	109,652		$	102,307		$	94,858		$	106,931
Financial Ratios and Other Data:
Return on average assets		1.04	%		1.02	%		1.05	%		0.99	%		0.65	%
Operating return on average assets-excluding MSR*		1.01	%		0.83	%		1.02	%		1.07	%		1.07	%
Return on average shareholders’ equity		8.92	%		8.69	%		8.75	%		8.25	%		5.44	%
Operating return on average shareholders’ equity-excluding MSR*		8.63	%		7.08	%		8.49	%		8.84	%		8.89	%
Return on tangible equity*		11.19	%		10.70	%		10.68	%		9.99	%		6.63	%
Operating return on tangible equity-excluding MSR*		10.82	%		8.71	%		10.36	%		10.70	%		10.84	%
Noninterest income to average assets		1.94	%		1.95	%		1.93	%		1.96	%		1.88	%
Noninterest expense to average assets		3.48	%		3.54	%		3.55	%		3.66	%		4.11	%
Net interest margin-fully taxable equivalent		3.46	%		3.46	%		3.51	%		3.56	%		3.56	%
Net interest rate spread		3.35	%		3.36	%		3.41	%		3.47	%		3.47	%
Efficiency ratio (tax equivalent)*		67.71	%		68.79	%		68.72	%		69.58	%		79.30	%
Operating efficiency ratio-excluding MSR (tax equivalent)*		68.43	%		73.14	%		69.39	%		68.01	%		70.41	%
Loan/deposit ratio		89.69	%		92.50	%		91.96	%		93.06	%		90.93	%
Price to earnings multiple (avg)		19.15			22.02			18.86			19.07			17.33
Market value to book value		164.09	%		168.76	%		126.59	%		125.23	%		119.81	%
Market value to book value (avg)		166.39	%		145.61	%		129.73	%		124.62	%		116.78	%
Market value to tangible book value		202.32	%		207.63	%		154.87	%		153.53	%		147.04	%
Market value to tangible book value (avg)		205.16	%		179.14	%		158.71	%		152.78	%		143.33	%
Headcount FTE		3,973			3,998			3,981			4,028			3,966

* Denotes non-GAAP financial measure. Refer to related disclosure and reconciliation on pages 19 and 20.    

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 9

April 19, 2017

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended 3/31/2017			Quarter Ended 12/31/2016			Quarter Ended 9/30/2016			Quarter Ended 6/30/2016			Quarter Ended 3/31/2016
Credit Quality Ratios:
Net (recoveries) charge-offs to average loans and leases (annualized)		(0.02	%)		0.12	%		0.04	%		0.06	%		0.04	%
Provision for credit losses to average loans and leases (annualized)		0.04	%		0.04	%		0.00	%		0.08	%		0.04	%
Allowance for credit losses to net loans and leases		1.16	%		1.14	%		1.18	%		1.20	%		1.21	%
Allowance for credit losses to non-performing loans and leases		153.50	%		121.50	%		138.47	%		158.27	%		134.23	%
Allowance for credit losses to non-performing assets		139.08	%		112.84	%		123.05	%		133.82	%		118.31	%
Non-performing loans and leases to net loans and leases		0.76	%		0.94	%		0.85	%		0.76	%		0.90	%
Non-performing assets to net loans and leases		0.83	%		1.01	%		0.96	%		0.90	%		1.02	%
Equity Ratios:
Total shareholders’ equity to total assets		11.45	%		11.71	%		11.80	%		12.12	%		12.06	%
Tangible shareholders’ equity to tangible assets*		9.49	%		9.73	%		9.86	%		10.11	%		10.05	%
Capital Adequacy:
Common Equity Tier 1 capital		12.16	%		12.23	%		12.13	%		12.17	%		12.14	%
Tier 1 capital		12.16	%		12.34	%		12.32	%		12.37	%		12.34	%
Total capital		13.21	%		13.38	%		13.37	%		13.45	%		13.43	%
Tier 1 leverage capital		9.95	%		10.32	%		10.53	%		10.66	%		10.61	%
Estimated for current quarter
Common Share Data:
Basic earnings per share	$	0.41		$	0.40		$	0.40		$	0.37		$	0.24
Diluted earnings per share		0.41			0.40			0.40			0.37			0.24
Operating earnings per share*		0.40			0.40			0.40			0.37			0.34
Operating earnings per share- excluding MSR*		0.39			0.33			0.39			0.39			0.39
Cash dividends per share		0.13			0.13			0.13			0.10			0.10
Book value per share		18.44			18.40			18.33			18.12			17.79
Tangible book value per share*		14.95			14.95			14.98			14.78			14.49
Market value per share (last)		30.25			31.05			23.20			22.69			21.31
Market value per share (high)		32.40			31.75			25.09			24.18			23.64
Market value per share (low)		28.10			22.23			20.98			20.19			18.69
Market value per share (avg)		30.68			26.79			23.78			22.58			20.77
Dividend payout ratio		30.73	%		31.11	%		31.17	%		22.58	%		41.85	%
Total shares outstanding		92,344,409			93,696,687			94,074,740			94,546,091			94,438,626
Average shares outstanding - basic		93,642,848			93,740,626			94,303,916			94,461,025			94,369,211
Average shares outstanding - diluted		93,829,400			93,966,392			94,563,833			94,694,795			94,593,540
Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income		4.20	%		4.18	%		4.20	%		4.20	%		4.21	%
Available-for-sale securities:
Taxable		1.35	%		1.31	%		1.33	%		1.40	%		1.40	%
Tax-exempt		5.29	%		5.29	%		5.32	%		5.36	%		5.36	%
Short-term investments		0.76	%		0.41	%		0.52	%		0.39	%		0.33	%
Total interest earning assets and revenue		3.70	%		3.70	%		3.74	%		3.78	%		3.78	%
Deposits		0.23	%		0.23	%		0.22	%		0.21	%		0.21	%
Demand - interest bearing		0.22	%		0.20	%		0.19	%		0.18	%		0.17	%
Savings		0.12	%		0.12	%		0.12	%		0.12	%		0.12	%
Other time		0.79	%		0.79	%		0.78	%		0.75	%		0.73	%
Short-term borrowings		0.31	%		0.16	%		0.15	%		0.15	%		0.14	%
Total interest bearing deposits & short-term borrowings		0.32	%		0.31	%		0.30	%		0.29	%		0.28	%
Junior subordinated debt		3.29	%		3.53	%		3.27	%		3.23	%		3.18	%
Long-term debt		0.87	%		0.73	%		0.83	%		1.21	%		3.08	%
Total interest bearing liabilities and expense		0.35	%		0.34	%		0.34	%		0.32	%		0.31	%
Interest bearing liabilities to interest earning assets		70.24	%		69.43	%		69.33	%		69.47	%		69.75	%
Net interest tax equivalent adjustment	$	2,261		$	2,371		$	2,462		$	2,493		$	2,558

* Denotes non-GAAP financial measure. Refer to related disclosure and reconciliation on pages 19 and 20.    

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 10

April 19, 2017

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

	Mar-17			Dec-16			Sep-16			Jun-16			Mar-16
	(Dollars in thousands)
Assets
Cash and due from banks	$	147,684		$	184,152		$	172,782		$	186,381		$	197,538
Interest bearing deposits with other banks		253,738			38,813			151,944			86,472			148,915
Available-for-sale securities, at fair value		2,540,887			2,531,676			2,468,199			2,103,883			2,016,373
Loans and leases		10,822,568			10,835,512			10,685,166			10,604,547			10,475,528
Less: Unearned income		20,874			23,521			26,405			28,569			30,831
Allowance for credit losses		125,196			123,736			125,887			126,935			126,506
Net loans and leases		10,676,498			10,688,255			10,532,874			10,449,043			10,318,191
Loans held for sale		161,600			166,927			204,441			210,698			150,046
Premises and equipment, net		305,250			305,561			305,245			305,694			306,765
Accrued interest receivable		42,329			42,005			41,583			39,645			41,401
Goodwill		300,798			300,798			294,901			294,901			291,498
Other identifiable intangibles		20,865			21,894			19,908			20,831			19,664
Bank owned life insurance		258,518			258,648			257,015			255,240			253,427
Other real estate owned		8,458			7,810			11,391			14,658			12,685
Other assets		149,429			177,849			151,200			169,714			169,895
Total Assets	$	14,866,054		$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398
Liabilities
Deposits:
Demand: Noninterest bearing	$	3,401,348		$	3,250,537		$	3,308,361		$	3,133,460		$	3,103,321
Interest bearing		5,182,011			5,034,470			4,877,482			4,838,704			5,033,565
Savings		1,627,621			1,561,819			1,533,401			1,512,694			1,506,942
Other time		1,831,865			1,841,315			1,870,815			1,879,509			1,842,869
Total deposits		12,042,845			11,688,141			11,590,059			11,364,367			11,486,697
Securities sold under agreement to repurchase		375,832			454,002			468,969			415,949			431,089
Federal funds purchased and other short-term borrowing		—			92,000			—			—			—
Accrued interest payable		4,109			3,975			4,107			3,727			3,305
Junior subordinated debt securities		—			12,888			23,198			23,198			23,198
Long-term debt		530,000			530,000			563,495			365,588			67,681
Other liabilities		210,879			219,499			237,551			251,288			234,635
Total Liabilities		13,163,665			13,000,505			12,887,379			12,424,117			12,246,605
Shareholders’ Equity
Common stock		230,861			234,242			235,187			236,365			236,097
Capital surplus		226,204			271,292			278,973			286,994			283,800
Accumulated other comprehensive loss		(50,360	)		(50,937	)		(33,549	)		(27,587	)		(32,144	)
Retained earnings		1,295,684			1,269,286			1,243,493			1,217,271			1,192,040
Total Shareholders’ Equity		1,702,389			1,723,883			1,724,104			1,713,043			1,679,793
Total Liabilities & Shareholders’ Equity	$	14,866,054		$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 11

April 19, 2017

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

	Mar-17			Dec-16			Sep-16			Jun-16			Mar-16
	(Dollars in thousands)
Assets
Cash and due from banks	$	162,696		$	171,791		$	157,233		$	117,193		$	71,528
Interest bearing deposits with other banks		258,502			165,805			311,545			237,635			316,108
Available-for-sale securities, at fair value		2,507,701			2,479,008			2,186,889			2,069,058			2,037,739
Loans and leases		10,843,069			10,763,314			10,629,522			10,543,795			10,405,063
Less: Unearned income		22,583			25,512			28,041			30,063			32,138
Allowance for credit losses		124,662			125,526			126,820			126,103			126,567
Net loans and leases		10,695,824			10,612,276			10,474,661			10,387,629			10,246,358
Loans held for sale		128,923			142,669			165,351			142,632			103,227
Premises and equipment, net		305,637			305,994			305,707			307,600			308,065
Accrued interest receivable		38,774			38,648			38,125			36,887			38,306
Goodwill		300,798			296,888			294,901			292,620			291,498
Other identifiable intangibles		21,236			20,303			20,248			19,796			19,987
Bank owned life insurance		257,669			257,397			255,967			254,191			252,422
Other real estate owned		8,154			9,084			13,664			15,666			14,523
Other assets		146,346			155,497			142,468			146,879			151,900
Total Assets	$	14,832,260		$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661
Liabilities
Deposits:
Demand: Noninterest bearing	$	3,272,876		$	3,344,632		$	3,221,539		$	3,122,153		$	3,014,896
Interest bearing		5,244,069			4,951,906			4,886,920			4,957,827			5,102,648
Savings		1,587,725			1,543,542			1,525,016			1,510,250			1,468,262
Other time		1,837,181			1,860,133			1,876,289			1,847,192			1,845,674
Total deposits		11,941,851			11,700,213			11,509,764			11,437,422			11,431,480
Securities sold under agreement to repurchase		414,272			475,669			454,826			443,340			431,260
Federal funds purchased and other short-term borrowing		19,545			3,924			11			4,275			10,484
Accrued interest payable		3,867			4,031			3,950			3,509			3,248
Junior subordinated debt securities		1,146			21,181			23,198			23,198			23,198
Long-term debt		530,000			534,141			430,886			219,434			67,750
Other liabilities		189,648			191,330			224,621			205,702			215,776
Total Liabilities		13,100,329			12,930,489			12,647,256			12,336,880			12,183,196
Shareholders’ Equity
Common stock		234,285			234,323			235,860			236,176			235,946
Capital surplus		265,685			271,900			283,437			284,818			282,796
Accumulated other comprehensive loss		(50,616	)		(40,454	)		(29,743	)		(32,820	)		(36,184	)
Retained earnings		1,282,577			1,259,102			1,229,949			1,202,732			1,185,907
Total Shareholders’ Equity		1,731,931			1,724,871			1,719,503			1,690,906			1,668,465
Total Liabilities & Shareholders’ Equity	$	14,832,260		$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 12

April 19, 2017

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended
	Mar-17		Dec-16		Sep-16		Jun-16		Mar-16
INTEREST REVENUE:
Loans and leases	$	111,498	$	112,189	$	111,605	$	109,078	$	107,805
Deposits with other banks		485		169		409		229		263
Available-for-sale securities:
Taxable		7,350		7,105		6,189		6,009		5,888
Tax-exempt		2,581		2,771		2,898		2,924		3,032
Loans held for sale		1,012		1,210		1,239		1,183		984
Total interest revenue		122,926		123,444		122,340		119,423		117,972
INTEREST EXPENSE:
Interest bearing demand		2,786		2,514		2,361		2,208		2,163
Savings		472		470		462		451		443
Other time		3,582		3,711		3,661		3,436		3,354
Federal funds purchased and securities sold under agreement to repurchase		322		190		173		159		140
Long-term debt		1,142		985		902		665		530
Junior subordinated debt		9		187		190		187		183
Other		2		—		1		1		—
Total interest expense		8,315		8,057		7,750		7,107		6,813
Net interest revenue		114,611		115,387		114,590		112,316		111,159
Provision for credit losses		1,000		1,000		—		2,000		1,000
Net interest revenue, after provision for credit losses		113,611		114,387		114,590		110,316		110,159
NONINTEREST REVENUE:
Mortgage banking		8,990		16,803		11,087		7,886		1,830
Credit card, debit card and merchant fees		8,903		9,262		9,292		9,495		8,961
Deposit service charges		9,689		9,956		11,313		11,018		11,014
Security gains, net		1,071		39		1		86		2
Insurance commissions		32,940		25,709		28,194		28,803		33,249
Wealth management		5,174		5,401		5,312		5,347		5,109
Other		4,102		4,805		4,474		5,891		4,562
Total noninterest revenue		70,869		71,975		69,673		68,526		64,727
NONINTEREST EXPENSE:
Salaries and employee benefits		81,386		80,850		80,884		80,675		81,679
Occupancy, net of rental income		10,302		10,294		10,412		10,109		10,273
Equipment		3,568		3,563		3,423		3,295		3,765
Deposit insurance assessments		2,484		1,818		3,227		2,582		2,288
Regulatory settlement		—		—		—		—		10,277
Other		29,369		33,994		30,371		30,900		33,230
Total noninterest expense		127,109		130,519		128,317		127,561		141,512
Income before income taxes		57,371		55,843		55,946		51,281		33,374
Income tax expense		19,278		18,173		18,129		16,589		10,825
Net income	$	38,093	$	37,670	$	37,817	$	34,692	$	22,549
Net income per share: Basic	$	0.41	$	0.40	$	0.40	$	0.37	$	0.24
Diluted	$	0.41	$	0.40	$	0.40	$	0.37	$	0.24

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 13

April 19, 2017

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-17			Dec-16			Sep-16			Jun-16			Mar-16
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,536,527		$	1,612,295		$	1,616,152		$	1,698,089		$	1,716,477
Real estate
Consumer mortgages		2,675,672			2,643,966			2,611,387			2,549,989			2,480,828
Home equity		626,488			628,846			622,566			614,686			605,228
Agricultural		240,534			245,377			242,171			251,566			239,422
Commercial and industrial-owner occupied		1,801,613			1,764,265			1,668,477			1,644,618			1,654,577
Construction, acquisition and development		1,136,827			1,157,248			1,121,386			1,021,218			966,362
Commercial real estate		2,271,542			2,237,719			2,240,717			2,254,653			2,233,742
Credit cards		103,813			109,656			107,447			108,101			106,714
All other		408,678			412,619			428,458			433,058			441,347
Total loans	$	10,801,694		$	10,811,991		$	10,658,761		$	10,575,978		$	10,444,697
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	123,736		$	125,887		$	126,935		$	126,506		$	126,458
Loans and leases charged-off:
Commercial and industrial		(384	)		(2,483	)		(1,180	)		(748	)		(140	)
Real estate
Consumer mortgages		(596	)		(905	)		(595	)		(477	)		(710	)
Home equity		(459	)		(873	)		(237	)		(224	)		(550	)
Agricultural		(44	)		—			(89	)		(10	)		(11	)
Commercial and industrial-owner occupied		(404	)		(20	)		(261	)		(660	)		(154	)
Construction, acquisition and development		(30	)		(10	)		(5	)		(280	)		(226	)
Commercial real estate		(19	)		—			(14	)		(870	)		(245	)
Credit cards		(838	)		(815	)		(696	)		(614	)		(720	)
All other		(559	)		(580	)		(713	)		(417	)		(487	)
Total loans charged-off		(3,333	)		(5,686	)		(3,790	)		(4,300	)		(3,243	)
Recoveries:
Commercial and industrial		490			1,019			263			339			212
Real estate
Consumer mortgages		625			413			327			499			455
Home equity		356			71			109			246			80
Agricultural		41			15			28			96			36
Commercial and industrial-owner occupied		193			201			117			101			125
Construction, acquisition and development		1,324			195			382			524			272
Commercial real estate		69			176			1,043			509			683
Credit cards		249			208			262			199			181
All other		446			237			211			216			247
Total recoveries		3,793			2,535			2,742			2,729			2,291
Net recoveries (charge-offs)		460			(3,151	)		(1,048	)		(1,571	)		(952	)
Provision charged to operating expense		1,000			1,000			—			2,000			1,000
Balance, end of period	$	125,196		$	123,736		$	125,887		$	126,935		$	126,506
Average loans for period	$	10,820,486		$	10,737,802		$	10,601,481		$	10,513,732		$	10,372,925
Ratio:
Net (recoveries) charge-offs to average loans (annualized)		(0.02	%)		0.12	%		0.04	%		0.06	%		0.04	%

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 14

April 19, 2017

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-17			Dec-16			Sep-16			Jun-16			Mar-16
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	13,959		$	13,679		$	11,659		$	8,675		$	10,248
Real estate
Consumer mortgages		21,543			21,084			20,196			19,309			22,968
Home equity		3,157			3,817			3,721			2,734			3,564
Agricultural		5,180			1,546			1,194			1,107			932
Commercial and industrial-owner occupied		15,135			10,791			11,983			16,021			16,633
Construction, acquisition and development		1,466			7,022			6,939			6,086			7,720
Commercial real estate		13,638			13,402			14,793			14,197			19,417
Credit cards		87			161			121			159			188
All other		274			310			119			350			256
Total nonaccrual loans and leases	$	74,439		$	71,812		$	70,725		$	68,638		$	81,926
Loans and Leases 90+ Days Past Due, Still Accruing:		3,063			3,983			2,255			1,875			4,567
Restructured Loans and Leases, Still Accruing		4,060			26,047			17,936			9,687			7,753
Total non-performing loans and leases		81,562			101,842			90,916			80,200			94,246
OTHER REAL ESTATE OWNED:		8,458			7,810			11,391			14,658			12,685
Total Non-performing Assets	$	90,020		$	109,652		$	102,307		$	94,858		$	106,931
Additions to Nonaccrual Loans and Leases During the Quarter	$	23,348		$	16,007		$	17,319		$	10,553		$	15,933
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	4,083		$	3,449		$	6,736		$	3,748		$	3,758
Real estate
Consumer mortgages		10,149			14,490			15,443			15,784			11,985
Home equity		1,720			3,072			3,854			2,842			2,414
Agricultural		364			1,283			616			367			240
Commercial and industrial-owner occupied		1,949			2,120			1,712			2,854			669
Construction, acquisition and development		3,306			1,344			1,272			1,137			1,489
Commercial real estate		2,631			653			15,221			3,776			1,831
Credit cards		800			726			774			677			569
All other		776			673			1,089			712			606
Total Loans and Leases 30-89 days past due, still accruing	$	25,778		$	27,810		$	46,717		$	31,897		$	23,561
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.04	%		0.04	%		0.00	%		0.08	%		0.04	%
Allowance for credit losses to net loans and leases		1.16	%		1.14	%		1.18	%		1.20	%		1.21	%
Allowance for credit losses to non-performing loans and leases		153.50	%		121.50	%		138.47	%		158.27	%		134.23	%
Allowance for credit losses to non-performing assets		139.08	%		112.84	%		123.05	%		133.82	%		118.31	%
Non-performing loans and leases to net loans and leases		0.76	%		0.94	%		0.85	%		0.76	%		0.90	%
Non-performing assets to net loans and leases		0.83	%		1.01	%		0.96	%		0.90	%		1.02	%

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 15

April 19, 2017

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	March 31, 2017
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,489,753	$	—	$	34,936	$	—	$	—	$	11,838	$	1,536,527
Real estate
Consumer mortgages		2,611,576		517		62,045		258		—		1,276		2,675,672
Home equity		615,753		—		9,881		—		—		854		626,488
Agricultural		227,902		—		8,899		141		—		3,592		240,534
Commercial and industrial-owner occupied		1,734,995		3,663		50,908		—		—		12,047		1,801,613
Construction, acquisition and development		1,124,929		—		11,621		—		—		277		1,136,827
Commercial real estate		2,216,915		—		42,614		—		—		12,013		2,271,542
Credit cards		103,813		—		—		—		—		—		103,813
All other		402,287		—		6,291		100		—		—		408,678
Total loans	$	10,527,923	$	4,180	$	227,195	$	499	$	—	$	41,897	$	10,801,694
	December 31, 2016
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,562,263	$	—	$	41,618	$	100	$	—	$	8,314	$	1,612,295
Real estate
Consumer mortgages		2,579,905		522		61,602		282		—		1,655		2,643,966
Home equity		616,758		—		11,231		—		—		857		628,846
Agricultural		233,939		—		10,577		—		—		861		245,377
Commercial and industrial-owner occupied		1,705,266		3,668		47,010		—		—		8,321		1,764,265
Construction, acquisition and development		1,135,618		—		15,697		—		—		5,933		1,157,248
Commercial real estate		2,179,318		634		45,471		—		—		12,296		2,237,719
Credit cards		109,656		—		—		—		—		—		109,656
All other		405,611		—		7,008		—		—		—		412,619
Total loans	$	10,528,334	$	4,824	$	240,214	$	382	$	—	$	38,237	$	10,811,991

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 16

April 19, 2017

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

	March 31, 2017
	Alabama
	and Florida
	Panhandle			Arkansas			Louisiana			Mississippi			Missouri			Tennessee			Texas			Other			Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	146,277		$	181,759		$	172,034		$	554,665		$	85,672		$	118,052		$	219,638		$	58,430		$	1,536,527
Real estate
Consumer mortgages		355,497			322,928			224,643			846,615			89,752			302,422			506,417			27,398			2,675,672
Home equity		95,605			44,558			71,903			230,822			21,956			144,109			15,722			1,813			626,488
Agricultural		8,540			83,664			26,241			66,060			6,568			13,501			35,927			33			240,534
Commercial and industrial-owner occupied		200,300			193,486			210,282			732,207			47,847			155,666			261,825			—			1,801,613
Construction, acquisition and development		125,908			61,890			53,512			344,875			21,592			167,290			361,760			—			1,136,827
Commercial real estate		314,657			355,978			219,715			585,549			200,684			202,476			392,068			415			2,271,542
Credit cards		—			—			—			—			—			—			—			103,813			103,813
All other		52,756			41,000			25,235			212,471			3,417			23,799			43,841			6,159			408,678
Total loans	$	1,299,540		$	1,285,263		$	1,003,565		$	3,573,264		$	477,488		$	1,127,315		$	1,837,198		$	198,061		$	10,801,694
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	248		$	532		$	2,449		$	5,438		$	4,554		$	105		$	842		$	142		$	14,310
Real estate
Consumer mortgages		727			4,019			1,485			11,269			813			1,782			4,444			412			24,951
Home equity		383			791			829			690			81			383			—			—			3,157
Agricultural		—			522			251			4,220			—			171			16			1			5,181
Commercial and industrial-owner occupied		1,090			2,840			1,197			7,227			3,448			511			635			—			16,948
Construction, acquisition and development		45			775			—			478			59			49			294			—			1,700
Commercial real estate		1,014			601			42			11,346			—			13			746			—			13,762
Credit cards		—			—			—			—			—			—			—			1,252			1,252
All other		16			—			2			258			—			19			6			—			301
Total loans	$	3,523		$	10,080		$	6,255		$	40,926		$	8,955		$	3,033		$	6,983		$	1,807		$	81,562
NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		0.17	%		0.29	%		1.42	%		0.98	%		5.32	%		0.09	%		0.38	%		0.24	%		0.93	%
Real estate
Consumer mortgages		0.20	%		1.24	%		0.66	%		1.33	%		0.91	%		0.59	%		0.88	%		1.50	%		0.93	%
Home equity		0.40	%		1.78	%		1.15	%		0.30	%		0.37	%		0.27	%		0.00	%		0.00	%		0.50	%
Agricultural		0.00	%		0.62	%		0.96	%		6.39	%		0.00	%		1.27	%		0.04	%		3.03	%		2.15	%
Commercial and industrial-owner occupied		0.54	%		1.47	%		0.57	%		0.99	%		7.21	%		0.33	%		0.24	%		N/A			0.94	%
Construction, acquisition and development		0.04	%		1.25	%		0.00	%		0.14	%		0.27	%		0.03	%		0.08	%		N/A			0.15	%
Commercial real estate		0.32	%		0.17	%		0.02	%		1.94	%		0.00	%		0.01	%		0.19	%		0.00	%		0.61	%
Credit cards		N/A			N/A			N/A			N/A			N/A			N/A			N/A			1.21	%		1.21	%
All other		0.03	%		0.00	%		0.01	%		0.12	%		0.00	%		0.08	%		0.01	%		0.00	%		0.07	%
Total loans		0.27	%		0.78	%		0.62	%		1.15	%		1.88	%		0.27	%		0.38	%		0.91	%		0.76	%

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 17

April 19, 2017

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-17		Dec-16		Sep-16		Jun-16			Mar-16
NONINTEREST REVENUE:
Mortgage banking excl. MSR and MSR Hedge market value adj	$	8,056	$	5,561	$	9,274	$	11,978		$	9,784
MSR and MSR Hedge market value adjustment		934		11,242		1,813		(4,092	)		(7,954	)
Credit card, debit card and merchant fees		8,903		9,262		9,292		9,495			8,961
Deposit service charges		9,689		9,956		11,313		11,018			11,014
Securities gains, net		1,071		39		1		86			2
Insurance commissions		32,940		25,709		28,194		28,803			33,249
Trust income		3,561		3,874		3,641		3,493			3,430
Annuity fees		349		257		446		465			477
Brokerage commissions and fees		1,264		1,270		1,225		1,389			1,202
Bank-owned life insurance		1,669		2,104		1,775		1,813			1,893
Other miscellaneous income		2,433		2,701		2,699		4,079			2,669
Total noninterest revenue	$	70,869	$	71,975	$	69,673	$	68,526		$	64,727
NONINTEREST EXPENSE:
Salaries and employee benefits	$	81,386	$	80,850	$	80,884	$	80,675		$	81,679
Occupancy, net of rental income		10,302		10,294		10,412		10,109			10,273
Equipment		3,568		3,563		3,423		3,295			3,765
Deposit insurance assessments		2,484		1,818		3,227		2,582			2,288
Regulatory settlement		—		—		—		—			10,277
Advertising		663		2,443		925		1,043			633
Foreclosed property expense		1,050		1,005		859		1,309			1,181
Telecommunications		1,147		1,245		1,288		1,259			1,295
Public relations		720		716		718		599			661
Data processing		6,623		6,903		6,856		6,685			6,391
Computer software		2,981		3,013		2,976		2,732			2,660
Amortization of intangibles		1,030		963		923		869			880
Legal		1,229		1,190		1,064		1,754			4,535
Merger expense		—		—		—		1			1
Postage and shipping		1,175		1,075		1,059		985			1,117
Other miscellaneous expense		12,751		15,441		13,703		13,664			13,876
Total noninterest expense	$	127,109	$	130,519	$	128,317	$	127,561		$	141,512
INSURANCE COMMISSIONS:
Property and casualty commissions	$	19,755	$	19,098	$	20,927	$	20,417		$	19,877
Life and health commissions		6,465		5,757		5,897		6,252			5,615
Risk management income		648		610		674		592			623
Other		6,072		244		696		1,542			7,134
Total insurance commissions	$	32,940	$	25,709	$	28,194	$	28,803		$	33,249

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 18

April 19, 2017

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-17			Dec-16			Sep-16			Jun-16			Mar-16
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	65,263		$	51,930		$	48,108		$	50,544		$	57,268
Additions to mortgage servicing rights:
Originations of servicing assets		2,866			4,022			4,349			3,723			2,612
Changes in fair value:
Due to payoffs/paydowns		(1,876	)		(2,447	)		(2,338	)		(2,066	)		(1,380	)
Due to change in valuation inputs or assumptions used in the valuation model		909			11,759			1,813			(4,092	)		(7,954	)
Other changes in fair value		(1	)		(1	)		(2	)		(1	)		(2	)
Fair value, end of period	$	67,161		$	65,263		$	51,930		$	48,108		$	50,544
MORTGAGE BANKING REVENUE:
Production revenue:
Origination	$	5,117		$	3,335		$	6,973		$	9,366		$	6,420
Servicing		4,815			4,673			4,639			4,678			4,744
Payoffs/Paydowns		(1,876	)		(2,447	)		(2,338	)		(2,066	)		(1,380	)
Total production revenue		8,056			5,561			9,274			11,978			9,784
Market value adjustment on MSR		909			11,759			1,813			(4,092	)		(7,954	)
Market value adjustment on MSR Hedge		25			(517	)		—			—			—
Total mortgage lending revenue	$	8,990		$	16,803		$	11,087		$	7,886		$	1,830
Mortgage loans serviced	$	6,429,617		$	6,384,649		$	6,285,027		$	6,156,258		$	6,096,220
MSR/mtg loans serviced		1.04	%		1.01	%		0.83	%		0.78	%		0.83	%
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,818,180		$	1,789,427		$	1,691,866		$	1,310,803		$	1,196,167
Government agency issued residential mortgage-back securities		167,542			176,243			184,095			180,178			189,741
Government agency issued commercial mortgage-back securities		170,082			172,279			178,826			193,475			207,908
Obligations of states and political subdivisions		352,324			360,005			384,996			399,391			408,537
Other		32,759			33,722			28,416			20,036			14,020
Total available-for-sale securities	$	2,540,887		$	2,531,676		$	2,468,199		$	2,103,883		$	2,016,373

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 19

April 19, 2017

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures and Other Non-GAAP Ratio Definitions

(Dollars in thousands, except per share amounts)

(Unaudited)

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

Reconciliation of Net Operating Income and Net Operating Income-Excluding MSR to Net Income:

	Quarter ended
	3/31/2017		12/31/2016		9/30/2016		6/30/2016			3/31/2016
Net income	$	38,093	$	37,670	$	37,817	$	34,692		$	22,549
Plus:  Merger expense, net of tax		—		—		—		1			1
Regulatory related charges, net of tax		—		—		—		—			9,412
Less:  Security gains, net of tax		664		25		—		53			2
Net operating income	$	37,429	$	37,645	$	37,817	$	34,640		$	31,960
Less:  MSR market value adjustment, net of tax		579		6,970		1,124		(2,537	)		(4,931	)
Net operating income-excluding MSR	$	36,850	$	30,675	$	36,693	$	37,177		$	36,891
Reconciliation of Total Operating Expense to Total Noninterest Expense:
Total noninterest expense	$	127,109	$	130,519	$	128,317	$	127,561		$	141,512
Less:  Merger expense		—		—		—		1			1
Regulatory related charges		—		—		—		—			13,777
Total operating expense	$	127,109	$	130,519	$	128,317	$	127,560		$	127,734

- MORE -

BXS Announces First Quarter 2017 Financial Results

Page 20

April 19, 2017

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures and Other Non-GAAP Ratio Definitions

(Dollars in thousands, except per share amounts)

(Unaudited)

Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to

Total Assets and Total Shareholders’ Equity:

		Quarter ended
		3/31/2017			12/31/2016			9/30/2016			6/30/2016			3/31/2016
Tangible assets
Total assets		$	14,866,054		$	14,724,388		$	14,611,483		$	14,137,160		$	13,926,398
Less:	Goodwill		300,798			300,798			294,901			294,901			291,498
	Other identifiable intangible assets		20,865			21,894			19,908			20,831			19,664
Total tangible assets		$	14,544,391		$	14,401,696		$	14,296,674		$	13,821,428		$	13,615,236
Tangible shareholders’ equity
Total shareholders’ equity		$	1,702,389		$	1,723,883		$	1,724,104		$	1,713,043		$	1,679,793
Less:	Goodwill		300,798			300,798			294,901			294,901			291,498
	Other identifiable intangible assets		20,865			21,894			19,908			20,831			19,664
Total tangible shareholders’ equity		$	1,380,726		$	1,401,191		$	1,409,295		$	1,397,311		$	1,368,631
Total average assets		$	14,832,260		$	14,655,360		$	14,366,759		$	14,027,786		$	13,851,661
Total shares of common stock outstanding			92,344,409			93,696,687			94,074,740			94,546,091			94,438,626
Average shares outstanding-diluted			93,829,400			93,966,392			94,563,833			94,694,795			94,593,540
Tangible shareholders’ equity to tangible assets (1)			9.49	%		9.73	%		9.86	%		10.11	%		10.05	%
Return on tangible equity (2)			11.19	%		10.70	%		10.68	%		9.99	%		6.63	%
Operating return on tangible equity-excluding MSR (3)			10.82	%		8.71	%		10.36	%		10.70	%		10.84	%
Operating return on average assets-excluding MSR (4)			1.01	%		0.83	%		1.02	%		1.07	%		1.07	%
Operating return on average shareholders’ equity-excluding MSR (5)			8.63	%		7.08	%		8.49	%		8.84	%		8.89	%
Tangible book value per share (6)		$	14.95		$	14.95		$	14.98		$	14.78		$	14.49
Operating earnings per share (7)		$	0.40		$	0.40		$	0.40		$	0.37		$	0.34
Operating earnings per share-excluding MSR (8)		$	0.39		$	0.33		$	0.39		$	0.39		$	0.39

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

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

(3) Operating return on tangible equity-excluding MSR is defined by the Company as annualized net operating income-excluding MSR divided by tangible shareholders’ equity.

(4) Operating return on average assets-excluding MSR is defined by the Company as annualized net operating income-excluding MSR divided by total average assets.

(5) Operating return on average shareholders’ equity-excluding MSR is defined by the Company as annualized net operating income-excluding MSR divided by average shareholders’ equity.

(6) Tangible book value per share is defined by the Company as tangible shareholders’ equity divided by total shares of common stock outstanding.

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

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

Efficiency Ratio (tax equivalent) and Operating Efficiency Ratio-excluding MSR (tax equivalent) Definitions

The efficiency ratio (tax equivalent) and the operating efficiency ratio-excluding MSR (tax equivalent) are supplemental financial measures utilized in management’s internal evaluation of the Company’s use of resources and are not defined under GAAP. The efficiency ratio (tax equivalent) is calculated by dividing total noninterest expense by total revenue, which includes net interest income plus noninterest income plus the tax equivalent adjustment. The operating efficiency ratio-excluding MSR (tax equivalent) excludes expense items otherwise disclosed as non-operating from total noninterest expense. In addition, the MSR valuation adjustment as well as securities gains and losses are excluded from total revenue.

- END -

EX-99.2

BANCORPSOUTH, INC. Financial Information As of and for the Three Months Ended March 31, 2017 Exhibit 99.2

Forward Looking Statements 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 acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the Company’s ability to operate its regulatory compliance programs consistent with federal, state ,and local laws, including its Bank Secrecy Act (“BSA”) and anti-money laundering (“AML”) compliance program and its fair lending compliance program, the Company’s compliance with the consent order it entered into with the Consumer Financial Protection Bureau and the United States Department of Justice related to the Company’s fair lending practices (the “Consent Order”), amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, diversification of the Company’s revenue stream, the growth of the Company’s insurance business and commission revenue, the growth of the Company’s customer base and loan, deposit and fee revenue sources, the Company’s ability to efficiently manage capital, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, the utilization of the Company’s share repurchase program, the implementation and execution of cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor and the impact of certain claims and ongoing, pending or threatened litigation, administrative and investigatory matters.   The Company cautions readers not to place undue reliance on the forward-looking statements contained in this 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 and its fair lending compliance program, the Company’s ability to successfully implement and comply with the Consent Order, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the willingness of Ouachita Bancshares Corp. and Central Community Corporation to proceed with the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, limitations on the Company’s ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the growth of the Company’s insurance business and commission revenue, the growth of the Company’s loan, deposit and fee revenue sources, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, the utilization of the Company’s share repurchase program, the implementation and execution of cost savings initiatives, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company’s press and news releases, 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.

Q1 Highlights Net income of $38.1 million, or $0.41 per diluted share Generated total deposit growth of $354.7 million, or 12.3 percent annualized Net interest margin remained stable at 3.46 percent Earnings benefitted from a positive pre-tax mortgage servicing rights valuation adjustment of $0.9 million Net operating income – excluding MSR – of $36.9 million, or $0.39 per diluted share Credit quality remained stable; recorded provision for credit losses of $1.0 million for the quarter Total operating expense declined compared to both the first and fourth quarters of 2016 and operating efficiency ratio – excluding MSR – declined to 68.4 percent Repurchased 1,613,691 shares of outstanding common stock at a weighted average price of $30.62 per share As of and for the three months ended March 31, 2017 All non-GAAP measures defined and/or reconciled in quarterly earnings releases

Recent Quarterly Results Dollars in millions, except per share data All non-GAAP measures defined and/or reconciled in quarterly earnings releases NM – Not Meaningful

Noninterest Revenue Dollars in thousands NM – Not Meaningful

Dollars in thousands NM – Not Meaningful Noninterest Expense

Dollars in millions Deposits and Customer Repos

Dollars in millions Net loans and leases Loan Portfolio

Dollars in thousands Mortgage and Insurance Revenue

As of and for the three months ended March 31, 2017 Credit Quality Highlights A recorded provision for credit losses of $1.0 million for the quarter, which was flat compared to both the first and fourth quarters of 2016 Net recoveries were $0.5 million for the first quarter compared with net charge-offs of $3.2 million for the fourth quarter of 2016 and net charge-offs of $1.0 million for the first quarter of 2016 Non-performing loans (“NPLs”) decreased $20.3 million to 0.76 percent of net loans and leases while non-performing assets (“NPAs”) decreased $19.6 million to 0.83 percent of net loans and leases during the first quarter Near-term delinquencies decreased to $25.8 million

Highlights Continued balance sheet growth Stable credit quality Decline in total operating expense Repurchased 1,613,691 shares of common stock Current Focus Q & A Summary Continue to grow – loans, deposits, and fee revenue sources Challenge expenses and continue to improve efficiency Efficiently manage capital