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Form 8-K BANCORPSOUTH INC For: Jan 21

January 22, 2015 8:02 AM EST

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

Exhibit 99.1

News Release

LOGO

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

BancorpSouth Announces 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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LOGO

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


BXS Announces Fourth Quarter Results

Page 2

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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January 21, 2015

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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January 21, 2015

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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BXS Announces Fourth Quarter Results

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January 21, 2015

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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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

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 ��

- MORE -


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 ��

- MORE -


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 ��
��

- MORE -


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 ��
��

- MORE -


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 ��
��

��

��

��

��

��

- MORE -


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 %�
��

- MORE -


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 %�

- MORE -


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 %�

- MORE -


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 ��
��

��

��

��

��

��

��

- MORE -


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.

- MORE -


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.

- MORE -


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 -

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


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