TUPELO, Miss., Jan. 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.

"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.

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 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.

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 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., 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.


                                                                                        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



    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



                                                                                           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
                                                        ===========                   ===========                         ===========        ===========         ===========



                                                                                              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
                                                        ===========                      ===========                             ===========        ===========         ===========



                                                                                                                 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
                                                                =====                         =====                        =====                           =====          =====           =====               =====



                                                                                     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%
                                               ====                             ====                                   ====              ====               ====



                                                                                                         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%



                                                                                                       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%



                                                                                                 BancorpSouth, Inc.

                                                                                                 Selected Loan Data

                                                                                               (Dollars in thousands)

                                                                                                     (Unaudited)


                                                                   December 31, 2014
                                                                 -----------------

                                                                                     Special

                                                 Pass                                  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
                                                                ------------------

                                                                                     Special

                                                 Pass                                  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
                                                      ==========                                ======                            ========          ======    ==================          =======        ==========



                                                                                                                          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.



                                                                                                                                BancorpSouth, Inc.

                                                                                                                         Selected Additional Information

                                                                                                                              (Dollars in thousands)

                                                                                                                                   (Unaudited)


                                                                             December 31, 2014
                                                                          -----------------


                                                                                                                                                                                                Texas
                                                                                                                                                                                                 and
                                          Alabama                                                                                                        Greater

                                        and Florida                                                                                                      Memphis

                                         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.



                                                                                  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
                                            =======                               =======                          =======         =======         =======



                                                                                                 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
                                                        ==========                        ==========                              ==========        ==========         ==========


               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
                                                                              =======                 =======     =======      =======        =======




                                                                                                                     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.

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SOURCE BancorpSouth, Inc.