Form 8-K BANCORPSOUTH INC For: Jul 20

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July 21, 2015 8:02 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2015 (July 20, 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 July 20, 2015, BancorpSouth, Inc. (the “Company”) issued a news release announcing its financial results for the second quarter ended June 30, 2015. 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 July 21, 2015 to discuss its financial results for the second quarter ended June 30, 2015. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit 99.1		News release issued on July 20, 2015 by BancorpSouth, Inc.

Exhibit 99.2		Presentation for conference call to be conducted by BancorpSouth, Inc. on July 21, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BANCORPSOUTH, INC.

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

Date: July 21, 2015

EXHIBIT INDEX


Exhibit Number		Description

99.1		News release issued on July 20, 2015 by BancorpSouth, Inc.

99.2		Presentation for conference call to be conducted by BancorpSouth, Inc. on July 21, 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 Second Quarter 2015 Financial Results

TUPELO, MS, July 20, 2015/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and six months ended June 30, 2015.

Highlights for the second quarter of 2015 included:

•

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

•

Net operating income of $39.7 million or $0.41 per diluted share.

•

Generated net loan growth of $280.6 million, or 11.6 percent on an annualized basis.

•

Elevated recoveries of previously charged-off loans, which resulted in net recoveries of $6.7 million, contributed to a negative provision for credit losses of $5.0 million.

•

Mortgage lending revenue totaled $14.1 million, including a positive mortgage servicing rights (“MSR”) valuation adjustment of $4.3 million.

•

Continued progress toward improving cost structure reflected by decline in efficiency ratio to 69.52 percent.

The Company reported net income of $39.7 million, or $0.41 per diluted share, for the second quarter of 2015 compared with net income of $30.9 million, or $0.32 per diluted share, for the second quarter of 2014 and net income of $32.3 million, or $0.33 per diluted share, for the first quarter of 2015. Additionally, the Company reported net income of $72.0 million, or $0.74 per diluted share, for the first six months of 2015 compared to $59.3 million, or $0.62 per diluted share, for the first six months of 2014.

The Company reported net operating income (excluding merger related and other non-operating expenses) of $39.7 million, or $0.41 per diluted share, for the second quarter of 2015 compared to $31.5 million, or $0.33 per diluted share, for the second quarter of 2014 and $32.3 million, or $0.33 per diluted share, for the first quarter of 2015.

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BXS Announces Second Quarter Results

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July 20, 2015

“Our second quarter results reflect our Company’s most profitable quarter since 2008,” remarked Dan Rollins, BancorpSouth Chairman and Chief Executive Officer. “Progress in core fundamentals across all areas of our Company continues to drive earnings improvement. Our lenders continue to develop relationships and win new business as evidenced by net loan growth of over $280 million, or approximately 12 percent annualized, for the quarter. Our credit quality remains strong as elevated recoveries of previously charged-off loans contributed to a negative provision for credit losses of $5.0 million. Finally, we continue to challenge expenses and improve our cost structure. While we have more work to do on our expense base, we are pleased to report a decline in our quarterly efficiency ratio to 69.52 percent for the quarter.”

Net Interest Revenue

Net interest revenue was $107.3 million for the second quarter of 2015, an increase of 4.1 percent from $103.1 million for the second quarter of 2014 and an increase of 1.2 percent from $106.1 million for the first quarter of 2015. The fully taxable equivalent net interest margin was 3.54 percent for the second quarter of 2015 compared to 3.59 percent for the second quarter of 2014 and 3.56 percent for the first quarter of 2015. Yields on loans and leases declined to 4.23 percent for the second quarter of 2015 from 4.38 percent for the second quarter of 2014 and declined from 4.31 percent for the first quarter of 2015, while yields on total interest earning assets were 3.78 percent for the second quarter of 2015 compared with 3.88 percent for the second quarter of 2014 and 3.80 percent the first quarter of 2015. The average cost of deposits was 0.23 percent for the second quarter of 2015 compared to 0.28 percent for the second quarter of 2014 and 0.24 percent for the first quarter of 2015.

Asset, Deposit and Loan Activity

Total assets were $13.6 billion at June 30, 2015 compared with $13.0 billion at June 30, 2014. Loans and leases, net of unearned income, were $10.0 billion at June 30, 2015 compared with $9.3 billion at June 30, 2014.

Total deposits were $11.1 billion at June 30, 2015 compared with $10.7 billion at June 30, 2014. A decrease in time deposits of $207.3 million, or 9.7 percent, at June 30, 2015 compared to June 30, 2014 was more than offset by growth in other lower cost deposits. Noninterest bearing demand deposits increased $193.7 million, or 7.1 percent, over the same period. Additionally, savings deposits increased $108.4 million, or 8.3 percent, while interest bearing demand deposits increased $369.7 million, or 8.2 percent, over the same period. At June 30, 2015, $680.3 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.65 percent.

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the quarter reflect a negative provision for credit losses of $5.0 million, compared to no recorded provision for the second quarter of 2014 and a negative provision of $5.0 million for the first quarter of 2015. Total non-performing assets (“NPAs”) were $103.7 million, or 1.04 percent of net loans and leases, at June 30, 2015 compared with $128.9 million, or 1.38 percent of net loans and leases, at June 30, 2014, and $89.4 million, or 0.92 percent of net loans and leases, at March 31, 2015.

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BXS Announces Second Quarter Results

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July 20, 2015

Net recoveries for the second quarter of 2015 were $6.7 million, compared with net charge-offs of $2.6 million for the second quarter of 2014 and $0.8 million for the first quarter of 2015. Gross charge-offs were $5.0 million for the second quarter of 2015, compared with $5.6 million for the second quarter of 2014 and $4.8 million for the first quarter of 2015. Gross recoveries of previously charged-off loans were $11.7 million for the second quarter of 2015, compared with $3.0 million for the second quarter of 2014 and $4.0 million for the first quarter of 2015. The increase in recoveries for the current quarter was driven primarily by a single recovery of a previously charged-off loan totaling $6.0 million. Annualized net recoveries were 0.27 percent of average loans and leases for the second quarter of 2015, compared with annualized net charge-offs of 0.11 percent for the second quarter of 2014 and 0.03 percent for the first quarter of 2015.

Non-performing loans (“NPLs”) were $79.4 million, or 0.79 percent of net loans and leases, at June 30, 2015, compared with $73.7 million, or 0.79 percent of net loans and leases, at June 30, 2014, and $61.5 million, or 0.63 percent of net loans and leases, at March 31, 2015. The allowance for credit losses was $138.3 million, or 1.38 percent of net loans and leases, at June 30, 2015 compared with $147.1 million, or 1.58 percent of net loans and leases, at June 30, 2014 and $136.7 million, or 1.40 percent of net loans and leases, at March 31, 2015.

NPLs at June 30, 2015 consisted primarily of $67.8 million of nonaccrual loans, compared with $54.4 million of nonaccrual loans at March 31, 2015. The increase in nonaccrual loans during the quarter was driven by three relationships that are not concentrated in any specific geography or loan type. Payments received on nonaccrual loans during the second quarter of 2015 totaled $16.1 million, compared with payments received on such loans of $18.9 million during the first quarter of 2015. NPLs at June 30, 2015 also included $1.6 million of loans 90 days or more past due and still accruing, compared with $1.6 million of such loans at March 31, 2015, and included restructured loans still accruing of $10.1 million at June 30, 2015, compared with $5.4 million of such loans at March 31, 2015. Early stage past due loans, representing loans 30-89 days past due, totaled $23.8 million at June 30, 2015 compared to $29.1 million at March 31, 2015.

Other real estate owned (“OREO”) decreased $3.6 million to $24.3 million during the second quarter of 2015 from $27.9 million at March 31, 2015. This net decrease reflected $1.7 million of OREO added through foreclosure, offset by sales of OREO of $4.3 million. Write-downs in the value of existing properties were $1.0 million for the second quarter of 2015 compared to $2.2 million for the first quarter of 2015. Sales of OREO during the second quarter of 2015 resulted in a net loss of $0.2 million compared to a net gain of $0.8 million for the first quarter of 2015. At June 30, 2015, OREO was carried at 42.6 percent of the aggregate loan balances at the time of foreclosure, compared with 39.0 percent at March 31, 2015.

Noninterest Revenue

Noninterest revenue was $74.3 million for the second quarter of 2015, compared with $69.8 million for the second quarter of 2014 and $73.3 million for the first quarter of 2015. These results included a positive MSR valuation adjustment of $4.3 million for the second quarter of 2015 compared with a negative MSR valuation adjustment of $2.1 million for the second quarter of 2014 and a negative MSR valuation adjustment of $3.0 million for the first quarter of 2015. Valuation adjustments in the MSR asset are driven primarily by fluctuations in interest rates period over period.

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BXS Announces Second Quarter Results

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July 20, 2015

Excluding the MSR valuation adjustments, net mortgage lending revenue was $9.8 million for the second quarter of 2015, compared with $11.2 million for the second quarter of 2014 and $11.6 million for the first quarter of 2015. Mortgage origination volume for the second quarter of 2015 was $417.2 million, compared with $291.0 million for the second quarter of 2014 and $311.1 million for the first quarter of 2015.

Credit and debit card fee revenue was $9.3 million for the second quarter of 2015, compared with $8.6 million for the second quarter of 2014 and $8.5 million for the first quarter of 2015. Deposit service charge revenue was $11.5 million for the second quarter of 2015, compared with $12.4 million for the second quarter of 2014 and $11.3 million for the first quarter of 2015. Insurance commission revenue was $29.3 million for the second quarter of 2015, compared with $28.6 million for the second quarter of 2014 and $33.5 million for the first quarter of 2015. Wealth management revenue was $5.5 million for the second quarter of 2015, compared with $5.8 million for the second quarter of 2014 and $6.2 million for the first quarter of 2015.

Noninterest Expense

Noninterest expense for the second quarter of 2015 was $128.2 million, compared with $128.0 million for the second quarter of 2014 and $136.9 million for the first quarter of 2015. Salaries and employee benefits expense was $79.8 million for the second quarter of 2015 compared to $74.7 million for the second quarter of 2014 and $81.2 million for the first quarter of 2015. Both the first and second quarters of 2015 reflect an increase in pension expense compared with the same quarters from the prior year. Total annual pension expense for 2015 is expected to be approximately $7 million higher than 2014 due to annual revisions to actuarial assumptions, including updates to the Society of Actuaries pension plan mortality tables. Foreclosed property expense was $1.6 million for the second quarter of 2015 compared with $4.2 million for the second quarter of 2014 and $2.0 million for the first quarter of 2015. Deposit insurance assessments were $2.4 million for the second quarter of 2015 compared to $2.0 million for the second quarter of 2014 and $2.3 million for the first quarter of 2015. During the first quarter of 2015, the Company incurred expense of $5.5 million to increase its litigation accrual for probable losses related to certain ongoing legal matters.

Capital Management

The Company’s equity capitalization is comprised entirely of common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 12.32 percent at June 30, 2015, compared with 12.24 percent at June 30, 2014 and 12.07 percent at March 31, 2015. The ratio of tangible shareholders’ equity to tangible assets was 10.26 percent at June 30, 2015, compared with 10.03 percent at June 30, 2014 and 9.99 percent at March 31, 2015.

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BXS Announces Second Quarter Results

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July 20, 2015

Estimated regulatory capital ratios at June 30, 2015 were calculated in accordance with the Basel III capital framework. BancorpSouth is a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 12.81 percent at June 30, 2015 and total risk based capital of 14.04 percent, compared with required minimum levels of 8 percent and 10 percent, respectively, for “well capitalized” classification.

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 11 full-service banking offices along the I-20 corridor and has a loan production office in Madison, Mississippi. As of June 30, 2015, OIB, on a consolidated basis, reported total assets of $654.2 million, total loans of $463.2 million and total deposits of $543.0 million. Under the terms of the definitive agreement, the Company will issue approximately 3,675,000 shares of the Company’s common stock plus $22.875 million in cash for all outstanding shares of Ouachita Bancshares Corp.’s capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Board of Directors of each company and was approved by OIB shareholders on April 8, 2014. On February 25, 2015, the Company re-filed the merger application for the merger with Ouachita Bancshares Corp. with the appropriate regulatory agencies. On June 30, 2015, the Company announced the merger agreement was extended through December 31, 2015 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The terms of the amended agreement provide for a minimum total deal value of $111.1 million but also allow Ouachita Bancshares Corp. to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

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 June 30, 2015, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $604.2 million and total deposits of $1.2 billion. Under the terms of the definitive agreement, the Company will issue approximately 7,250,000 shares of the Company’s common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation’s capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Board of Directors of each company and was approved by Central Community Corporation shareholders on April 24, 2014. On February 25, 2015, the Company re-filed the merger application for the merger with Central Community Corporation with the appropriate regulatory agencies. On June 30, 2015, the Company announced the merger agreement was extended through December 31, 2015 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The terms of the amended agreement provide for a minimum total deal value of

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BXS Announces Second Quarter Results

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July 20, 2015

$202.5 million but also allow Central Community Corporation to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

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, the Current Report on Form 8-K that was previously filed with the SEC on September 4, 2014, the Annual Report on Form 10-K that was previously filed with the SEC on February 24, 2015, and the Current Report on Form 8-K that was previously filed with the SEC on July 1, 2015.

Summary

Rollins concluded, “I am pleased to see the hard work and commitment of our teammates continue to drive better operating performance. Each quarter, we are seeing different teams step up and produce significant levels of growth. Our lending teams as well as our mortgage, insurance, and wealth management teams have contributed to meaningful revenue growth for our Company over the past several quarters. We’ve been able produce this revenue growth while continuing to challenge expenses and improve our operating efficiency. We are confident this simple approach will allow us to continue to improve performance going forward.”

Conference Call

BancorpSouth will conduct a conference call to discuss its second quarter 2015 results on July 21, 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 $13.6 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 284 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 operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program,

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BXS Announces Second Quarter Results

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July 20, 2015

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 Company’s ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program, the findings and results of the CFPB and the DOJ in their review of the Company’s fair lending practices, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from the significant amount of the Company’s OREO, limitations on the Company’s ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company’s press and 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 Second Quarter Results

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July 20, 2015

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Earnings Summary:
Interest revenue	$	114,630		$	113,497		$	114,237		$	113,922		$	111,499
Interest expense		7,321			7,424			7,792			8,309			8,418

Net interest revenue		107,309			106,073			106,445			105,613			103,081
Provision for credit losses		(5,000	)		(5,000	)		—			—			—

Net interest revenue, after provision for credit losses		112,309			111,073			106,445			105,613			103,081
Noninterest revenue		74,314			73,315			63,513			69,278			69,838
Noninterest expense		128,177			136,933			130,046			133,699			127,954

Income before income taxes		58,446			47,455			39,912			41,192			44,965
Income tax expense		18,733			15,189			11,252			12,414			14,097

Net income	$	39,713		$	32,266		$	28,660		$	28,778		$	30,868

Balance Sheet - Period End Balances
Total assets	$	13,634,931		$	13,630,322		$	13,326,369		$	13,071,557		$	12,985,887
Total earning assets		12,492,532			12,468,322			12,163,897			11,929,416			11,794,445
Total securities		2,251,153			2,194,373			2,156,927			2,211,462			2,332,192
Loans and leases, net of unearned income		10,007,571			9,726,970			9,712,936			9,510,542			9,311,661
Allowance for credit losses		138,312			136,660			142,443			143,950			147,132
Total deposits		11,134,961			11,252,654			10,972,339			10,701,537			10,670,414
Long-term debt		73,962			76,055			78,148			81,742			83,835
Total shareholders’ equity		1,680,196			1,645,208			1,606,059			1,610,543			1,588,850
Balance Sheet - Average Balances
Total assets	$	13,516,546		$	13,457,668		$	13,131,130		$	12,987,103		$	12,933,879
Total earning assets		12,443,960			12,398,058			12,038,265			11,892,493			11,825,994
Total securities		2,211,931			2,190,989			2,180,000			2,272,114			2,394,045
Loans and leases, net of unearned income		9,868,318			9,670,987			9,579,059			9,393,709			9,232,743
Total deposits		11,148,246			11,126,210			10,802,194			10,662,841			10,650,077
Long-term debt		73,962			76,078			79,387			81,742			83,967
Total shareholders’ equity		1,659,991			1,624,496			1,613,239			1,600,721			1,574,588
Nonperforming Assets:
Non-accrual loans and leases	$	67,766		$	54,418		$	58,052		$	54,612		$	64,533
Loans and leases 90+ days past due, still accruing		1,568			1,615			2,763			1,925			2,406
Restructured loans and leases, still accruing		10,109			5,433			10,920			12,398			6,712

Non-performing loans (NPLs)		79,443			61,466			71,735			68,935			73,651

Other real estate owned		24,299			27,889			33,984			42,691			55,253

Non-performing assets (NPAs)	$	103,742		$	89,355		$	105,719		$	111,626		$	128,904

Financial Ratios and Other Data:
Return on average assets		1.18	%		0.97	%		0.87	%		0.88	%		0.96	%
Return on average shareholders’ equity		9.60	%		8.06	%		7.05	%		7.13	%		7.86	%
Return on tangible equity		11.66	%		9.84	%		8.81	%		8.83	%		9.74	%
Pre-tax pre-provision return on average assets		1.59	%		1.29	%		1.21	%		1.26	%		1.39	%
Noninterest income to average assets		2.21	%		2.21	%		1.92	%		2.12	%		2.17	%
Noninterest expense to average assets		3.80	%		4.13	%		3.93	%		4.08	%		3.97	%
Net interest margin-fully taxable equivalent		3.54	%		3.56	%		3.60	%		3.62	%		3.59	%
Net interest rate spread		3.44	%		3.46	%		3.49	%		3.50	%		3.48	%
Efficiency ratio (tax equivalent)		69.52	%		75.17	%		75.25	%		75.19	%		72.76	%
Loan/deposit ratio		89.88	%		86.44	%		88.52	%		88.87	%		87.27	%
Price to earnings mult (avg)		18.80			18.43			18.45			16.64			21.00
Market value to book value		148.34	%		136.26	%		134.91	%		120.13	%		148.53	%
Market value to book value (avg)		142.10	%		127.91	%		130.16	%		129.54	%		143.72	%
Market value to tangible book value		182.42	%		168.52	%		167.95	%		149.58	%		185.73	%
Market value to tangible book value (avg)		174.75	%		158.20	%		162.04	%		161.30	%		179.75	%
Headcount FTE		3,935			3,924			3,948			3,938			3,981

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BXS Announces Second Quarter Results

Page 9

July 20, 2015

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Credit Quality Ratios:
Net (recoveries) charge-offs to average loans and leases (annualized)		(0.27	%)		0.03	%		0.06	%		0.13	%		0.11	%
Provision for credit losses to average loans and leases (annualized)		(0.20	%)		(0.21	%)		0.00	%		0.00	%		0.00	%
Allowance for credit losses to net loans and leases		1.38	%		1.40	%		1.47	%		1.51	%		1.58	%
Allowance for credit losses to non-performing loans and leases		174.10	%		222.33	%		198.57	%		208.82	%		199.77	%
Allowance for credit losses to non-performing assets		133.32	%		152.94	%		134.74	%		128.96	%		114.14	%
Non-performing loans and leases to net loans and leases		0.79	%		0.63	%		0.74	%		0.72	%		0.79	%
Non-performing assets to net loans and leases		1.04	%		0.92	%		1.09	%		1.17	%		1.38	%
Equity Ratios:
Total shareholders’ equity to total assets		12.32	%		12.07	%		12.05	%		12.32	%		12.24	%
Tangible shareholders’ equity to tangible assets		10.26	%		9.99	%		9.92	%		10.14	%		10.03	%
Capital Adequacy:
Common Equity Tier 1 capital		12.60	%		12.60	%		N/A			N/A			N/A
Tier 1 capital		12.81	%		12.81	%		13.26	%		13.18	%		13.09	%
Total capital		14.04	%		14.07	%		14.52	%		14.43	%		14.35	%
Tier 1 leverage capital		10.96	%		10.71	%		10.55	%		10.47	%		10.33	%
Estimated for current quarter
Common Share Data:
Basic earnings per share	$	0.41		$	0.33		$	0.30		$	0.30		$	0.32
Diluted earnings per share		0.41			0.33			0.30			0.30			0.32
Cash dividends per share		0.08			0.08			0.08			0.08			0.05
Book value per share		17.37			17.04			16.69			16.77			16.54
Tangible book value per share		14.12			13.78			13.40			13.46			13.23
Market value per share (last)		25.76			23.22			22.51			20.14			24.57
Market value per share (high)		26.68			23.68			23.28			25.43			25.55
Market value per share (low)		22.83			19.64			19.22			20.11			22.16
Market value per share (avg)		24.68			21.80			21.72			21.72			23.78
Dividend payout ratio		18.25	%		22.40	%		25.17	%		25.03	%		15.56	%
Total shares outstanding		96,755,530			96,544,502			96,254,903			96,065,021			96,046,057
Average shares outstanding - basic		96,625,794			96,359,885			96,173,000			96,052,260			96,034,475
Average shares outstanding - diluted		96,957,441			96,653,401			96,506,827			96,373,950			96,373,121
Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income		4.23	%		4.31	%		4.30	%		4.36	%		4.38	%
Available-for-sale securities:
Taxable		1.40	%		1.54	%		1.43	%		1.42	%		1.45	%
Tax-exempt		5.44	%		5.40	%		5.30	%		5.37	%		5.44	%
Short-term investments		0.24	%		0.22	%		0.24	%		0.22	%		0.24	%
Total interest earning assets and revenue		3.78	%		3.80	%		3.85	%		3.89	%		3.88	%
Deposits		0.23	%		0.24	%		0.25	%		0.28	%		0.28	%
Demand - interest bearing		0.19	%		0.18	%		0.18	%		0.17	%		0.17	%
Savings		0.12	%		0.12	%		0.12	%		0.12	%		0.12	%
Other time		0.79	%		0.82	%		0.87	%		0.96	%		0.97	%
Short-term borrowings		0.11	%		0.12	%		0.11	%		0.10	%		0.09	%
Total int bearing dep & s/t borrowings		0.31	%		0.31	%		0.33	%		0.36	%		0.37	%
Junior subordinated debt		2.86	%		2.84	%		2.82	%		2.81	%		2.81	%
Long-term debt		2.90	%		2.88	%		2.86	%		2.85	%		2.84	%
Total interest bearing liabilities and expense		0.34	%		0.34	%		0.36	%		0.39	%		0.40	%
Interest bearing liabilities to interest earning assets		70.36	%		71.13	%		70.57	%		71.07	%		71.98	%
Net interest tax equivalent adjustment	$	2,628		$	2,653		$	2,736		$	2,810		$	2,860

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BXS Announces Second Quarter Results

Page 10

July 20, 2015

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)


	Jun-15			Mar-15			Dec-14			Sep-14			Jun-14
	(Dollars in thousands)
Assets
Cash and due from banks	$	183,541		$	199,337		$	204,231		$	169,226		$	201,196
Interest bearing deposits with other banks		34,438			360,469			153,019			70,408			44,949
Available-for-sale securities, at fair value		2,251,153			2,194,373			2,156,927			2,211,462			2,332,192
Loans and leases		10,041,455			9,761,555			9,749,540			9,546,250			9,347,429
Less: Unearned income		33,884			34,585			36,604			35,708			35,768
Allowance for credit losses		138,312			136,660			142,443			143,950			147,132

Net loans and leases		9,869,259			9,590,310			9,570,493			9,366,592			9,164,529
Loans held for sale		199,370			186,510			141,015			137,005			105,643
Premises and equipment, net		303,837			305,335			304,943			307,497			310,515
Accrued interest receivable		41,065			42,933			41,985			42,311			40,697
Goodwill		291,498			291,498			291,498			291,498			291,498
Other identifiable intangibles		22,415			23,476			24,508			25,619			26,745
Bank owned life insurance		247,983			246,148			247,076			243,827			241,962
Other real estate owned		24,299			27,889			33,984			42,691			55,253
Other assets		166,073			162,044			156,690			163,421			170,708

Total Assets	$	13,634,931		$	13,630,322		$	13,326,369		$	13,071,557		$	12,985,887

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,911,972		$	2,914,949		$	2,778,686		$	2,811,156		$	2,718,242
Interest bearing		4,881,469			4,979,710			4,868,054			4,498,275			4,511,760
Savings		1,407,616			1,395,857			1,331,963			1,311,874			1,299,203
Other time		1,933,904			1,962,138			1,993,636			2,080,232			2,141,209

Total deposits		11,134,961			11,252,654			10,972,339			10,701,537			10,670,414
Federal funds purchased and securities sold under agreement to repurchase		375,980			384,829			388,166			431,428			394,446
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		92,500			1,500			3,500			2,000			2,000
Accrued interest payable		3,494			3,371			3,400			3,894			3,926
Junior subordinated debt securities		23,198			23,198			23,198			23,198			23,198
Long-term debt		73,962			76,055			78,148			81,742			83,835
Other liabilities		250,640			243,507			251,559			217,215			219,218

Total Liabilities		11,954,735			11,985,114			11,720,310			11,461,014			11,397,037
Shareholders’ Equity
Common stock		241,889			241,361			240,637			240,165			240,118
Capital surplus		337,272			331,016			324,271			322,488			321,952
Accumulated other comprehensive loss		(41,288	)		(37,033	)		(43,686	)		(15,513	)		(15,040	)
Retained earnings		1,142,323			1,109,864			1,084,837			1,063,403			1,041,820

Total Shareholders’ Equity		1,680,196			1,645,208			1,606,059			1,610,543			1,588,850

Total Liabilities & Shareholders’ Equity	$	13,634,931		$	13,630,322		$	13,326,369		$	13,071,557		$	12,985,887

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BXS Announces Second Quarter Results

Page 11

July 20, 2015

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)


	Jun-15			Mar-15			Dec-14			Sep-14			Jun-14
	(Dollars in thousands)
Assets
Cash and due from banks	$	152,792		$	132,734		$	166,941		$	155,876		$	157,813
Interest bearing deposits with other banks		212,634			426,792			165,713			120,707			145,530
Available-for-sale securities, at fair value		2,211,931			2,190,989			2,180,000			2,272,114			2,394,045
Loans and leases		9,903,034			9,706,941			9,615,125			9,430,043			9,269,469
Less: Unearned income		34,716			35,954			36,066			36,334			36,726
Allowance for credit losses		140,483			141,299			143,842			146,592			149,676

Net loans and leases		9,727,835			9,529,688			9,435,217			9,247,117			9,083,067
Loans held for sale		151,077			109,291			113,493			105,964			53,676
Premises and equipment, net		305,335			305,277			306,630			309,373			313,012
Accrued interest receivable		38,268			39,279			39,034			38,758			38,291
Goodwill		291,498			291,498			291,498			291,498			293,082
Other identifiable intangibles		22,780			23,834			24,910			26,031			25,271
Bank owned life insurance		246,872			246,538			245,584			242,718			240,736
Other real estate owned		27,190			32,062			39,209			49,123			60,822
Other assets		128,334			129,686			122,901			127,824			128,534

Total Assets	$	13,516,546		$	13,457,668		$	13,131,130		$	12,987,103		$	12,933,879

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,895,451		$	2,807,816		$	2,837,919		$	2,766,626		$	2,683,939
Interest bearing		4,899,467			4,985,577			4,617,998			4,480,008			4,492,495
Savings		1,404,336			1,358,565			1,321,000			1,308,184			1,298,829
Other time		1,948,992			1,974,252			2,025,277			2,108,023			2,174,814

Total deposits		11,148,246			11,126,210			10,802,194			10,662,841			10,650,077
Federal funds purchased and securities sold under agreement to repurchase		399,447			398,237			426,842			444,017			435,505
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		6,555			3,056			2,261			6,489			3,621
Accrued interest payable		3,457			3,338			3,630			3,940			3,926
Junior subordinated debt securities		23,198			23,198			23,198			23,198			23,198
Long-term debt		73,962			76,078			79,387			81,742			83,967
Other liabilities		201,690			203,055			180,379			164,155			158,997

Total Liabilities		11,856,555			11,833,172			11,517,891			11,386,382			11,359,291
Shareholders’ Equity
Common stock		241,540			240,992			240,436			240,123			240,071
Capital surplus		332,993			326,476			323,372			322,219			321,628
Accumulated other comprehensive loss		(38,534	)		(39,529	)		(22,747	)		(14,827	)		(16,663	)
Retained earnings		1,123,992			1,096,557			1,072,178			1,053,206			1,029,552

Total Shareholders’ Equity		1,659,991			1,624,496			1,613,239			1,600,721			1,574,588

Total Liabilities & Shareholders’ Equity	$	13,516,546		$	13,457,668		$	13,131,130		$	12,987,103		$	12,933,879

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BXS Announces Second Quarter Results

Page 12

July 20, 2015

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended												YTD
	Jun-15			Mar-15			Dec-14		Sep-14		Jun-14		Jun-15			Jun-14
INTEREST REVENUE:
Loans and leases	$	103,428		$	102,135		$	103,172	$	102,681	$	99,962	$	205,563		$	198,706
Deposits with other banks		126			236			101		68		87		362			363
Available-for-sale securities:
Taxable		6,424			6,844			6,429		6,646		7,133		13,268			14,680
Tax-exempt		3,335			3,377			3,471		3,607		3,669		6,712			7,384
Loans held for sale		1,317			905			1,064		920		648		2,222			965

Total interest revenue		114,630			113,497			114,237		113,922		111,499		228,127			222,098

INTEREST EXPENSE:
Interest bearing demand		2,262			2,183			2,070		1,956		1,905		4,445			3,825
Savings		426			412			411		410		402		838			793
Other time		3,827			4,008			4,453		5,083		5,249		7,835			11,139
Federal funds purchased and securities sold under agreement to repurchase		85			82			89		84		80		167			158
Long-term debt		556			577			603		612		619		1,133			1,248
Junior subordinated debt		165			163			165		164		162		328			330
Other		—			(1	)		1		—		1		(1	)		1

Total interest expense		7,321			7,424			7,792		8,309		8,418		14,745			17,494

Net interest revenue		107,309			106,073			106,445		105,613		103,081		213,382			204,604
Provision for credit losses		(5,000	)		(5,000	)		—		—		—		(10,000	)		—

Net interest revenue, after provision for credit losses		112,309			111,073			106,445		105,613		103,081		223,382			204,604

NONINTEREST REVENUE:
Mortgage lending		14,102			8,567			3,250		6,938		9,089		22,669			12,483
Credit card, debit card and merchant fees		9,298			8,539			9,921		8,972		8,567		17,837			16,410
Deposit service charges		11,527			11,252			12,538		13,111		12,437		22,779			24,973
Security gains (losses), net		41			14			18		18		5		55			1
Insurance commissions		29,319			33,493			25,376		29,246		28,621		62,812			60,220
Wealth Management		5,508			6,210			5,826		5,961		5,828		11,718			11,951
Other		4,519			5,240			6,584		5,032		5,291		9,759			10,317

Total noninterest revenue		74,314			73,315			63,513		69,278		69,838		147,629			136,355

NONINTEREST EXPENSE:
Salaries and employee benefits		79,759			81,179			76,751		77,453		74,741		160,938			153,624
Occupancy, net of rental income		10,419			10,194			10,500		10,313		10,245		20,613			20,532
Equipment		4,024			3,974			3,996		4,205		4,169		7,998			8,668
Deposit insurance assessments		2,377			2,311			2,430		2,125		2,035		4,688			3,635
Other		31,598			39,275			36,369		39,603		36,764		70,873			68,202

Total noninterest expenses		128,177			136,933			130,046		133,699		127,954		265,110			254,661

Income before income taxes		58,446			47,455			39,912		41,192		44,965		105,901			86,298
Income tax expense		18,733			15,189			11,252		12,414		14,097		33,922			26,986

Net income	$	39,713		$	32,266		$	28,660	$	28,778	$	30,868	$	71,979		$	59,312

Net income per share: Basic	$	0.41		$	0.33		$	0.30	$	0.30	$	0.32	$	0.75		$	0.62

Diluted	$	0.41		$	0.33		$	0.30	$	0.30	$	0.32	$	0.74		$	0.62

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BXS Announces Second Quarter Results

Page 13

July 20, 2015

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Jun-15			Mar-15			Dec-14			Sep-14			Jun-14
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,730,142		$	1,676,366		$	1,746,486		$	1,714,012		$	1,699,803
Real estate
Consumer mortgages		2,374,122			2,301,112			2,257,726			2,191,265			2,071,503
Home equity		558,460			538,042			531,374			518,263			506,988
Agricultural		239,884			236,898			239,616			242,023			238,003
Commercial and industrial-owner occupied		1,596,244			1,518,153			1,522,536			1,508,679			1,505,679
Construction, acquisition and development		860,407			892,730			853,623			819,636			772,162
Commercial real estate		2,081,394			1,993,473			1,961,977			1,916,577			1,901,759
Credit cards		110,552			106,287			113,426			109,464			109,186
All other		456,366			463,909			486,172			490,623			506,578

Total loans	$	10,007,571		$	9,726,970		$	9,712,936		$	9,510,542		$	9,311,661

ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	136,660		$	142,443		$	143,950		$	147,132		$	149,704
Loans and leases charged-off:
Commercial and industrial		(1,436	)		(383	)		(1,179	)		(306	)		(860	)
Real estate
Consumer mortgages		(575	)		(892	)		(900	)		(1,510	)		(1,682	)
Home equity		(245	)		(498	)		(93	)		(510	)		(438	)
Agricultural		—			(8	)		(4	)		(47	)		(18	)
Commercial and industrial-owner occupied		(404	)		(394	)		(220	)		(1,229	)		(936	)
Construction, acquisition and development		(272	)		(343	)		(566	)		(1,458	)		(41	)
Commercial real estate		(1,117	)		(1,007	)		(463	)		(70	)		(361	)
Credit cards		(527	)		(676	)		(580	)		(612	)		(608	)
All other		(441	)		(579	)		(847	)		(743	)		(671	)

Total loans charged-off		(5,017	)		(4,780	)		(4,852	)		(6,485	)		(5,615	)

Recoveries:
Commercial and industrial		282			502			298			565			359
Real estate
Consumer mortgages		1,024			612			821			952			956
Home equity		185			241			102			157			182
Agricultural		36			269			16			45			26
Commercial and industrial-owner occupied		146			550			216			460			78
Construction, acquisition and development		8,978			604			897			392			808
Commercial real estate		600			720			623			286			226
Credit cards		183			153			160			116			135
All other		235			346			212			330			273

Total recoveries		11,669			3,997			3,345			3,303			3,043

Net recoveries (charge-offs)		6,652			(783	)		(1,507	)		(3,182	)		(2,572	)
Provision charged to operating expense		(5,000	)		(5,000	)		—			—			—

Balance, end of period	$	138,312		$	136,660		$	142,443		$	143,950		$	147,132

Average loans for period	$	9,868,318		$	9,670,987		$	9,579,059		$	9,393,709		$	9,232,743

Ratio:
Net (recoveries) charge-offs to average loans (annualized)		(0.27	%)		0.03	%		0.06	%		0.13	%		0.11	%

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BXS Announces Second Quarter Results

Page 14

July 20, 2015

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Jun-15			Mar-15			Dec-14			Sep-14			Jun-14
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	9,740		$	3,923		$	3,934		$	2,786		$	2,917
Real estate
Consumer mortgages		21,636			21,435			23,668			23,408			24,355
Home equity		3,550			2,269			2,253			2,073			2,116
Agricultural		259			259			291			638			595
Commercial and industrial-owner occupied		14,007			9,687			11,190			7,495			11,094
Construction, acquisition and development		5,411			5,111			4,162			6,070			9,202
Commercial real estate		12,397			11,107			11,915			11,102			13,406
Credit cards		157			118			133			168			132
All other		609			509			506			872			716

Total nonaccrual loans and leases	$	67,766		$	54,418		$	58,052		$	54,612		$	64,533

Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	20		$	30		$	41		$	60		$	302
Real estate
Consumer mortgages		1,022			1,256			1,828			1,590			1,607
Home equity		141			—			—			20			116
Agricultural		—			—			—			—			100
Commercial and industrial-owner occupied		14			—			39			—			—
Construction, acquisition and development		—			—			387			—			—
Commercial real estate		—			—			137			—			—
Credit cards		342			329			327			255			281
All other		29			—			4			—			—

Total loans and leases 90+ days past due, still accruing		1,568			1,615			2,763			1,925			2,406

Restructured Loans and Leases, Still Accruing		10,109			5,433			10,920			12,398			6,712

Total non-performing loans and leases		79,443			61,466			71,735			68,935			73,651

OTHER REAL ESTATE OWNED:		24,299			27,889			33,984			42,691			55,253

Total Non-performing Assets	$	103,742		$	89,355		$	105,719		$	111,626		$	128,904

Additions to Nonaccrual Loans and Leases During the Quarter	$	35,315		$	23,607		$	21,952		$	16,707		$	13,748

Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	3,081		$	3,270		$	2,319		$	3,753		$	3,605
Real estate
Consumer mortgages		10,622			9,955			11,412			13,013			11,448
Home equity		2,527			2,594			2,047			1,315			960
Agricultural		116			161			366			190			1,122
Commercial and industrial-owner occupied		2,643			3,026			912			2,364			6,340
Construction, acquisition and development		1,120			5,471			4,811			1,036			1,616
Commercial real estate		1,651			3,032			1,510			926			1,658
Credit cards		529			581			739			602			556
All other		1,481			1,014			1,698			1,196			1,490

Total Loans and Leases 30-89 days past due, still accruing	$	23,770		$	29,104		$	25,814		$	24,395		$	28,795

Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		(0.20	%)		(0.21	%)		0.00	%		0.00	%		0.00	%
Allowance for credit losses to net loans and leases		1.38	%		1.40	%		1.47	%		1.51	%		1.58	%
Allowance for credit losses to non-performing loans and leases		174.10	%		222.33	%		198.57	%		208.82	%		199.77	%
Allowance for credit losses to non-performing assets		133.32	%		152.94	%		134.74	%		128.96	%		114.14	%
Non-performing loans and leases to net loans and leases		0.79	%		0.63	%		0.74	%		0.72	%		0.79	%
Non-performing assets to net loans and leases		1.04	%		0.92	%		1.09	%		1.17	%		1.38	%

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BXS Announces Second Quarter Results

Page 15

July 20, 2015

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	June 30, 2015
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,688,364	$	695	$	33,809	$	107	$	—	$	7,167	$	1,730,142
Real estate
Consumer mortgages		2,288,980		—		81,312		226		—		3,604		2,374,122
Home equity		547,169		—		9,480		—		—		1,811		558,460
Agricultural		232,626		—		7,258		—		—		—		239,884
Commercial and industrial-owner occupied		1,538,436		—		47,991		233		—		9,584		1,596,244
Construction, acquisition and development		826,039		—		30,309		444		—		3,615		860,407
Commercial real estate		2,016,614		—		55,452		295		—		9,033		2,081,394
Credit cards		110,552		—		—		—		—		—		110,552
All other		443,484		—		12,583		—		—		299		456,366

Total loans	$	9,692,264	$	695	$	278,194	$	1,305	$	—	$	35,113	$	10,007,571


	March 31, 2015
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,642,264	$	961	$	31,202	$	99	$	—	$	1,840	$	1,676,366
Real estate
Consumer mortgages		2,218,792		—		78,928		227		—		3,165		2,301,112
Home equity		527,726		—		9,706		—		—		610		538,042
Agricultural		225,990		—		10,908		—		—		—		236,898
Commercial and industrial-owner occupied		1,457,229		—		54,801		242		—		5,881		1,518,153
Construction, acquisition and development		851,938		—		37,303		329		—		3,160		892,730
Commercial real estate		1,923,659		—		59,497		300		—		10,017		1,993,473
Credit cards		106,287		—		—		—		—		—		106,287
All other		451,174		—		12,571		—		—		164		463,909

Total loans	$	9,405,059	$	961	$	294,916	$	1,197	$	—	$	24,837	$	9,726,970

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BXS Announces Second Quarter Results

Page 16

July 20, 2015

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)


	June 30, 2015
	Alabama and Florida Panhandle			Arkansas			Louisiana			Mississippi			Missouri			Tennessee			Texas			Other			Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	204,492		$	242,960		$	223,437		$	558,152		$	81,380		$	132,576		$	261,777		$	25,368		$	1,730,142
Real estate
Consumer mortgages		216,904			290,517			195,055			781,620			69,791			243,264			381,966			195,005			2,374,122
Home equity		76,832			40,315			58,910			216,732			21,724			134,093			8,717			1,137			558,460
Agricultural		6,177			70,084			28,903			73,413			2,942			12,269			46,030			66			239,884
Commercial and industrial-owner occupied		178,562			192,245			187,334			596,559			58,108			163,451			209,016			10,969			1,596,244
Construction, acquisition and development		120,525			100,107			83,103			224,127			19,593			150,280			133,290			29,382			860,407
Commercial real estate		302,727			345,327			245,432			502,630			201,763			185,194			230,854			67,467			2,081,394
Credit cards		—			—			—			—			—			—			—			110,552			110,552
All other		29,618			36,406			25,019			198,509			2,322			32,805			36,230			95,457			456,366

Total loans	$	1,135,837		$	1,317,961		$	1,047,193		$	3,151,742		$	457,623		$	1,053,932		$	1,307,880		$	535,403		$	10,007,571

NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	1,211		$	4,012		$	472		$	1,959		$	191		$	—		$	2,903		$	124		$	10,872
Real estate
Consumer mortgages		954			3,008			979			8,642			1,014			1,657			1,136			6,399			23,789
Home equity		805			1,251			544			442			—			647			—			2			3,691
Agricultural		79			30			14			77			—			59			—			—			259
Commercial and industrial-owner occupied		368			5,659			983			9,829			822			505			288			4			18,458
Construction, acquisition and development		468			733			—			1,625			1,666			2,556			—			1			7,049
Commercial real estate		1,078			882			2,774			2,596			441			3,258			2,162			—			13,191
Credit cards		—			—			—			—			—			—			—			1,387			1,387
All other		—			201			170			181			—			194			—			1			747

Total loans	$	4,963		$	15,776		$	5,936		$	25,351		$	4,134		$	8,876		$	6,489		$	7,918		$	79,443

NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		0.59	%		1.65	%		0.21	%		0.35	%		0.23	%		0.00	%		1.11	%		0.49	%		0.63	%
Real estate
Consumer mortgages		0.44	%		1.04	%		0.50	%		1.11	%		1.45	%		0.68	%		0.30	%		3.28	%		1.00	%
Home equity		1.05	%		3.10	%		0.92	%		0.20	%		0.00	%		0.48	%		0.00	%		0.18	%		0.66	%
Agricultural		1.28	%		0.04	%		0.05	%		0.10	%		0.00	%		0.48	%		0.00	%		0.00	%		0.11	%
Commercial and industrial-owner occupied		0.21	%		2.94	%		0.52	%		1.65	%		1.41	%		0.31	%		0.14	%		0.04	%		1.16	%
Construction, acquisition and development		0.39	%		0.73	%		0.00	%		0.73	%		8.50	%		1.70	%		0.00	%		0.00	%		0.82	%
Commercial real estate		0.36	%		0.26	%		1.13	%		0.52	%		0.22	%		1.76	%		0.94	%		0.00	%		0.63	%
Credit cards		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		1.25	%		1.25	%
All other		0.00	%		0.55	%		0.68	%		0.09	%		0.00	%		0.59	%		0.00	%		0.00	%		0.16	%

Total loans		0.44	%		1.20	%		0.57	%		0.80	%		0.90	%		0.84	%		0.50	%		1.48	%		0.79	%

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BXS Announces Second Quarter Results

Page 17

July 20, 2015

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


	June 30, 2015
	Alabama and Florida Panhandle		Arkansas		Louisiana		Mississippi		Missouri		Tennessee		Texas		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	84	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	84
Real estate
Consumer mortgages		213		30		25		1,599		—		71		110		—		2,048
Home equity		—		—		—		101		—		—		—		—		101
Agricultural		—		—		—		25		—		—		—		—		25
Commercial and industrial-owner occupied		260		—		—		587		—		307		60		—		1,214
Construction, acquisition and development		3,887		84		130		13,165		—		2,373		—		—		19,639
Commercial real estate		170		—		—		714		—		122		63		—		1,069
All other		—		21		—		98		—		—		—		—		119

Total loans	$	4,614	$	135	$	155	$	16,289	$	—	$	2,873	$	233	$	—	$	24,299


	Quarter Ended
	Jun-15			Mar-15			Dec-14			Sep-14			Jun-14
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	27,889		$	33,984		$	42,691		$	55,253		$	63,595
Additions to foreclosed properties
New foreclosed property		1,730			2,804			2,257			3,476			4,144
Reductions in foreclosed properties
Sales		(4,284	)		(6,726	)		(8,548	)		(14,429	)		(10,269	)
Writedowns		(1,036	)		(2,173	)		(2,416	)		(1,609	)		(2,217	)

Balance, end of period	$	24,299		$	27,889		$	33,984		$	42,691		$	55,253

FORECLOSED PROPERTY EXPENSE
(Gain) Loss on sale of other real estate owned	$	204		$	(779	)	$	1,643		$	3,289		$	1,073
Writedown of other real estate owned		1,036			2,173			2,416			1,609			2,217
Other foreclosed property expense		385			577			534			823			912

Total foreclosed property expense	$	1,625		$	1,971		$	4,593		$	5,721		$	4,202

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BXS Announces Second Quarter Results

Page 18

July 20, 2015

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Jun-15		Mar-15			Dec-14		Sep-14		Jun-14
NONINTEREST REVENUE:
Mortgage lending	$	14,102	$	8,567		$	3,250	$	6,938	$	9,089
Credit card, debit card and merchant fees		9,298		8,539			9,921		8,972		8,567
Deposit service charges		11,527		11,252			12,538		13,111		12,437
Securities gains, net		41		14			18		18		5
Insurance commissions		29,319		33,493			25,376		29,246		28,621
Trust income		3,543		4,036			3,791		3,537		3,624
Annuity fees		470		558			540		461		695
Brokerage commissions and fees		1,495		1,616			1,495		1,963		1,509
Bank-owned life insurance		1,835		1,899			3,249		1,865		1,885
Other miscellaneous income		2,684		3,341			3,335		3,167		3,406

Total noninterest revenue	$	74,314	$	73,315		$	63,513	$	69,278	$	69,838

NONINTEREST EXPENSE:
Salaries and employee benefits	$	79,759	$	81,179		$	76,751	$	77,453	$	74,741
Occupancy, net of rental income		10,419		10,194			10,500		10,313		10,245
Equipment		4,024		3,974			3,996		4,205		4,169
Deposit insurance assessments		2,377		2,311			2,430		2,125		2,035
Amortization of bond issue cost		12		12			12		12		12
Advertising		1,686		781			1,233		1,192		1,331
Foreclosed property expense		1,625		1,971			4,593		5,721		4,202
Telecommunications		1,897		1,922			1,960		2,254		2,258
Public relations		653		570			770		950		857
Data processing		5,324		5,393			4,804		5,317		5,384
Computer software		2,690		2,606			2,763		2,488		2,851
Amortization of intangibles		1,061		1,032			1,111		1,126		1,148
Legal		1,998		7,681			2,322		2,620		3,002
Merger expense		4		(2	)		4		188		1,010
Postage and shipping		1,194		1,172			1,239		1,103		1,116
Other miscellaneous expense		13,454		16,137			15,558		16,632		13,593

Total noninterest expense	$	128,177	$	136,933		$	130,046	$	133,699	$	127,954

INSURANCE COMMISSIONS:
Property and casualty commissions	$	21,145	$	20,673		$	19,007	$	22,746	$	21,576
Life and health commissions		6,202		5,412			5,521		5,128		5,549
Risk management income		637		666			621		708		617
Other		1,335		6,742			227		664		879

Total insurance commissions	$	29,319	$	33,493		$	25,376	$	29,246	$	28,621

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BXS Announces Second Quarter Results

Page 19

July 20, 2015

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Jun-15			Mar-15			Dec-14			Sep-14			Jun-14
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	49,190		$	51,296		$	53,759		$	52,272		$	53,436
Additions to mortgage servicing rights:
Originations of servicing assets		4,344			2,499			2,453			2,400			2,565
Changes in fair value:
Due to payoffs/paydowns		(1,930	)		(1,564	)		(1,480	)		(1,559	)		(1,616	)
Due to change in valuation inputs or assumptions used in the valuation model		4,321			(3,039	)		(3,434	)		648			(2,111	)
Other changes in fair value		(1	)		(2	)		(2	)		(2	)		(2	)

Fair value, end of period	$	55,924		$	49,190		$	51,296		$	53,759		$	52,272

Production revenue:
Origination	$	7,395		$	8,914		$	3,949		$	3,736		$	8,758
Servicing		4,316			4,256			4,215			4,113			4,058
Payoffs/Paydowns		(1,930	)		(1,564	)		(1,480	)		(1,559	)		(1,616	)

Total production revenue		9,781			11,606			6,684			6,290			11,200
Market value adjustment		4,321			(3,039	)		(3,434	)		648			(2,111	)

Total mortgage lending revenue	$	14,102		$	8,567		$	3,250		$	6,938		$	9,089

Mortgage loans serviced	$	5,802,407		$	5,705,638		$	5,686,756		$	5,649,897		$	5,630,192
MSR/mtg loans serviced		0.96	%		0.86	%		0.90	%		0.95	%		0.93	%
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,336,846		$	1,286,981		$	1,215,054		$	1,238,088		$	1,333,368
Government agency issued residential mortgage-back securities		217,191			200,381			209,230			218,748			229,414
Government agency issued commercial mortgage-back securities		224,450			227,409			240,568			237,325			237,321
Obligations of states and political subdivisions		458,322			471,539			483,864			509,304			520,897
Other		14,344			8,063			8,211			7,997			11,192

Total available-for-sale securities	$	2,251,153		$	2,194,373		$	2,156,927		$	2,211,462		$	2,332,192

- MORE -

BXS Announces Second Quarter Results

Page 20

July 20, 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 pre-tax, pre-provision earnings, net operating income, 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 to Net Income:


		Quarter ended
		6/30/2015			3/31/2015			12/31/2014		9/30/2014		6/30/2014
Net income		$	39,713		$	32,266		$	28,660	$	28,778	$	30,868
Plus:	Provision for credit losses		(5,000	)		(5,000	)		—		—		—
	Income tax expense		18,733			15,189			11,252		12,414		14,097

Pre-tax, pre-provision earnings		$	53,446		$	42,455		$	39,912	$	41,192	$	44,965

Net income		$	39,713		$	32,266		$	28,660	$	28,778	$	30,868
Plus:	Merger expense, net of tax		3			(1	)		2		117		626
	One time charge for BSA, net of tax		—			—			—		1,903		—

Net operating income		$	39,716		$	32,265		$	28,662	$	30,798	$	31,494

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BXS Announces Second Quarter Results

Page 21

July 20, 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
		6/30/2015			3/31/2015			12/31/2014			9/30/2014			6/30/2014
Tangible assets
Total assets		$	13,634,931		$	13,630,322		$	13,326,369		$	13,071,557		$	12,985,887
Less:	Goodwill		291,498			291,498			291,498			291,498			291,498
	Other identifiable intangible assets		22,415			23,476			24,508			25,619			26,745

Total tangible assets		$	13,321,018		$	13,315,348		$	13,010,363		$	12,754,440		$	12,667,644
Tangible shareholders’ equity
Total shareholders’ equity		$	1,680,196		$	1,645,208		$	1,606,059		$	1,610,543		$	1,588,850
Less:	Goodwill		291,498			291,498			291,498			291,498			291,498
	Other identifiable intangible assets		22,415			23,476			24,508			25,619			26,745

Total tangible shareholders’ equity		$	1,366,283		$	1,330,234		$	1,290,053		$	1,293,426		$	1,270,607
Total average assets		$	13,516,546		$	13,457,668		$	13,131,130		$	12,987,103		$	12,933,879
Total common shares outstanding			96,755,530			96,544,502			96,254,903			96,065,021			96,046,057
Average shares outstanding-diluted			96,957,441			96,653,401			96,506,827			96,373,950			96,373,121
Tangible shareholders’ equity to tangible assets*			10.26	%		9.99	%		9.92	%		10.14	%		10.03	%
Return on tangible equity **			11.66	%		9.84	%		8.81	%		8.83	%		9.74	%
Pre-tax pre-provision return on average assets ***			1.59	%		1.29	%		1.21	%		1.26	%		1.39	%
Tangible book value per share****		$	14.12		$	13.78		$	13.40		$	13.46		$	13.23
Operating earnings per share*****		$	0.41		$	0.33		$	0.30		$	0.32		$	0.33


*		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 -

Exhibit 99.2

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BancorpSouth, Inc. Financial Information As of and for the three months ended June 30, 2015

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Forward Looking Information Certain statements contained in this this presentation and the accompanying slides may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “will,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation, the Company’s ability to operate its regulatory compliance programs consistent with federal, state ,and local laws, including its BSA/AML compliance program, the findings and results of the joint investigation by the Consumer Financial Protection Bureau (the “CFPB”) and the United States Department of Justice (“DOJ”) of the Company’s fair lending practices, the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, the outcome of any instituted, pending or threatened material litigation, amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company’s non-performing loans and leases, additions to Other Real Estate Owned (“OREO”), credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, continued weakness in the economic environment, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company’s reserve for losses from representation and warranty obligations, the Company’s foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, calculation of economic value of equity, impaired loan charge-offs, troubled debt restructurings, diversification of the Company’s revenue stream, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, cost saving initiatives, improvement in the Company’s efficiencies, operating expense trends, future acquisitions and consideration to be used therefor, the impact of litigation regarding debit card fees and the impact of certain claims and ongoing, pending or threatened litigation, administrative and investigatory matters. The Company cautions readers not to place undue reliance on the forward-looking statements contained in this this presentation and the accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors may include, but are not limited to, the Company’s ability to operate its regulatory compliance programs consistent with federal, state ,and local laws, including its BSA/AML compliance program, the findings and results of the CFPB and the DOJ in their review of the Company’s fair lending practices, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from the significant amount of the Company’s OREO, limitations on the Company’s ability to declare and pay dividends, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd-Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic and environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of the loss of any key Company personnel, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third-party vendors to perform, unfavorable ratings by rating agencies, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company’s press and this presentation and the accompanying slides, reports and other filings with the SEC. Forward-looking statements speak only as of the date that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this this presentation and the accompanying slides.

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Q2 Highlights Net income of $39.7 million, or $0.41 per diluted share Generated net loan growth of $280.6 million, or 11.6% annualized Originated $417.2 million in mortgage loans, which contributed to mortgage lending revenue of $14.1 million Elevated recoveries of previously charged-off loans contributed to a negative provision for credit losses of $5.0 million Continued progress toward improving cost structure reflected by decline in efficiency ratio to 69.52 percent Improvement in other operating metrics, including Return on Assets and Return on Equity As of and for the three months ended June 30, 2015 3

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Recent Quarterly Results Three Months Ended % Change 6/30/15 3/31/15 6/30/14 vs 3/31/15 vs 6/30/14 Net interest revenue $ 107.3 $ 106.1 $ 103.1 1.2 % 4.1 % Provision for credit losses (5.0) (5.0) 0.0 NM NM Noninterest revenue 74.3 73.3 69.8 1.4 6.4 Noninterest expense 128.2 136.9 128.0 (6.4) 0.2 Income before income taxes 58.4 47.5 45.0 23.2 30.0 Income tax provision 18.7 15.2 14.1 23.3 32.9 Net income $ 39.7 $ 32.3 $ 30.9 23.1 % 28.7 % Net income per share: diluted $ 0.41 $ 0.33 $ 0.32 24.2 % 28.1 % Dollars in millions, except per share data NM – Not Meaningful 4

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Noninterest Revenue Three Months Ended % Change 6/30/15 3/31/15 6/30/14 vs 3/31/15 vs 6/30/14 Mortgage lending revenue $ 14,102 $ 8,567 $ 9,089 64.6 % 55.2 % Credit card, debit card and merchant fees 9,298 8,539 8,567 8.9 8.5 Deposit service charges 11,527 11,252 12,437 2.4 (7.3) Insurance commissions 29,319 33,493 28,621 (12.5) 2.4 Wealth management 5,508 6,210 5,828 (11.3) (5.5) Other 4,560 5,254 5,296 (13.2) (13.9) Total noninterest revenue $ 74,314 $ 73,315 $ 69,838 1.4 % 6.4 % % of total revenue 40.9% 40.9% 40.4% Dollars in thousands 5

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Noninterest Expense Three Months Ended % Change 6/30/15 3/31/15 6/30/14 vs 3/31/15 vs 6/30/14 Salaries and employee benefits $ 79,759 $ 81,179 $ 74,741 (1.7) % 6.7 % Occupancy, net of rental income 10,419 10,194 10,245 2.2 1.7 Equipment 4,024 3,974 4,169 1.3 (3.5) Deposit insurance assessments 2,377 2,311 2,035 2.9 16.8 Amortization of bond issue cost 12 12 12 — Advertising & public relations 2,339 1,351 2,188 73.1 6.9 Foreclosed property expense 1,625 1,971 4,202 (17.6) (61.3) Data processing, telecom & computer software 9,911 9,921 10,493 (0.1) (5.5) Amortization of intangibles 1,061 1,032 1,148 2.8 (7.6) Legal 1,998 7,681 3,002 (74.0) (33.4) Merger expense 4 (2) 1,010 NM NM Postage and shipping 1,194 1,172 1,116 1.9 7.0 Other miscellaneous expense 13,454 16,137 13,593 (16.6) (1.0) Total noninterest expense $ 128,178 $ 136,933 $ 127,954 (6.4) % 0.2 % Non-operating items: Merger expense $ 4 $ (2) $ 1,010 Total $ 4 $ (2) $ 1,010 Dollars in thousands NM – Not Meaningful 6

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Deposits As of % Change Annualized 6/30/15 3/31/15 6/30/14 vs 3/31/15 vs 6/30/14 Noninterest bearing demand $ 2,912 $ 2,915 $ 2,718 (0.4) % 7.1 % Interest bearing demand 4,881 4,980 4,512 (7.9) 8.2 Savings 1,408 1,396 1,299 3.4 8.3 Other time 1,934 1,962 2,141 (5.8) (9.7) Total Deposits $ 11,135 $ 11,253 $ 10,670 (4.2) % 4.4 % Customer Repos 376 385 394 (9.2) (4.7) Total Deposits & Customer Repos $ 11,511 $ 11,637 $ 11,065 (4.4) % 4.0 % Dollars in millions 7

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Loan Portfolio As of % Change Annualized 6/30/15 3/31/15 6/30/14 vs 3/31/15 vs 6/30/14 Commercial and industrial $ 1,730 $ 1,676 $ 1,700 12.9 % 1.8 % Real estate: Consumer mortgages 2,374 2,301 2,072 12.7 14.6 Home equity 558 538 507 15.2 10.2 Agricultural 240 237 238 5.1 0.8 Commercial and industrial-owner occupied 1,596 1,518 1,506 20.6 6.0 Construction, acquisition and development 860 893 772 (14.5) 11.4 Commercial 2,081 1,993 1,902 17.7 9.4 Credit Cards 111 106 109 16.1 1.3 Other 456 464 507 (6.5) (9.9) Total $ 10,008 $ 9,727 $ 9,312 11.6 % 7.5 % Dollars in millions Net loans and leases 8

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Mortgage and Insurance Revenue Mortgage Lending Revenue Three Months Ended 6/30/15 3/31/15 12/31/14 9/30/14 6/30/14 Origination revenue $ 7,395 $ 8,914 $ 3,949 $ 3,736 $ 8,758 Servicing revenue 4,316 4,256 4,215 4,113 4,058 MSR payoffs/paydowns (1,930) (1,564) (1,480) (1,559) (1,616) MSR valuation adjustment 4,321 (3,039) (3,434) 648 (2,111) Total mortgage lending revenue $ 14,102 $ 8,567 $ 3,250 $ 6,938 $ 9,089 Production volume $ 417,154 $ 311,115 $ 256,308 $ 305,730 $ 291,010 Purchase money production $ 300,801 $ 200,109 $ 193,154 $ 244,584 $ 241,538 Mortgage loans sold $ 365,557 $ 243,477 $ 229,070 $ 225,444 $ 264,478 Margin on loans sold 2.02% 3.66% 1.72% 1.66% 3.31% Current pipeline $ 330,196 $ 302,721 $ 180,390 $ 178,531 $ 180,337 Mortgage originators 122 124 122 113 110 Insurance Commission Revenue Property and casualty commissions $ 21,145 $ 20,673 $ 19,007 $ 22,746 $ 21,576 Life and health commissions 6,202 5,412 5,521 5,128 5,549 Risk management income 637 666 621 708 617 Other 1,335 6,742 227 664 879 Total insurance commissions $ 29,319 $ 33,493 $ 25,376 $ 29,246 $ 28,621 Dollars in thousands 9

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Credit Quality Highlights Negative provision for credit losses of $5.0 million, compared to a negative provision of $5.0 million for the first quarter of 2015 and no recorded provision for the second quarter of 2014 Net recoveries were $6.7 million for the second quarter compared with net charge-offs of $0.8 million for the first quarter of 2015 and $2.6 million for the second quarter of 2014 Non-performing loans (“NPLs”) increased $18.0 million and non-performing assets (“NPAs”) increased $14.4 million during the second quarter Near-term delinquencies remained low at $23.8 million OREO decreased $3.6 million, or 12.9%, quarter over quarter As of and for the three months ended June 30, 2015 10

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NPA Improvement Total NPAs Have Stabilized Over the Past Several Quarters 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 11

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Summary Highlights Continued improvement in profitability Meaningful loan growth Improvement in efficiency Current Focus Continue to grow – loans, deposits, and fee revenue sources Challenge expenses and continue to improve efficiency Q&A 12

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Form 8-K BANCORPSOUTH INC For: Jul 20

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