TUPELO, Miss., Jan. 23, 2013 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended December 31, 2012.

Highlights for the fourth quarter of 2012 included:


    --  The appointment of James D. Rollins III as the Company's new Chief
        Executive Officer.
    --  Quarterly net income of $17.0 million or $0.18 per diluted share,
        resulting in net income of $84.3 million, or $0.90 per diluted share,
        for the year.
    --  Mortgage production of $549.4 million, which contributed to mortgage
        lending revenue of $17.2 million for the quarter.
    --  Other real estate owned ("OREO") sales of $27.9 million, which
        contributed to a 19.5 percent decline in OREO and a 10.3 percent
        reduction in total non-performing assets ("NPAs") from the prior quarter
        and reductions of 40.6 percent and 32.1 percent, respectively, compared
        to the end of 2011.
    --  Nonaccrual loans decreased $12.5 million, or 5.7 percent, from the prior
        quarter and $69.6 million, or 25.1 percent, from the fourth quarter of
        2011.  At the end of the quarter, 55.7 percent of nonaccrual loans were
        paying in accordance with their contractual terms.
    --  Capital ratios continued to rise, with Tier 1 leverage and Total
        risk-based capital ratios increasing to 10.25 percent and 15.08 percent,
        respectively.

On November 26, 2012 the Company announced that the Board of Directors had selected James D. "Dan" Rollins III as its new Chief Executive Officer. Rollins assumed this position effective November 27, 2012, and also became a member of BancorpSouth's Board of Directors at that time. Rollins succeeded Aubrey B. Patterson, who continues to serve as Chairman of the Board. Rollins remarked, "I am both humbled by the confidence that the Board of Directors has placed in me and excited about working with a team of professionals who share a desire and commitment to move our Company forward. While I was only a part of the team for the last month of 2012, I believe that the results reported for the year are the product of a lot of hard work and effort over a number of quarters to continue to improve the Company's credit quality and operating performance."

The Company reported net income of $17.0 million, or $0.18 per diluted share, for the fourth quarter of 2012 compared with net income of $13.3 million, or $0.16 per diluted share, for the fourth quarter of 2011 and net income of $23.8 million, or $0.25 per diluted share, for the third quarter of 2012. The Company reported total net income for 2012 of $84.3 million, or $0.90 per diluted share, compared with $37.6 million, or $0.45 per diluted share, for 2011.

"Results for the fourth quarter reflect yet another quarter of strong mortgage production and asset quality improvement," remarked Patterson. "Mortgage production for the quarter was $549.4 million, contributing to total mortgage lending revenue of $17.2 million. This level of production resulted in a record annual production volume of almost $2 billion for 2012. As to asset quality, we are particularly pleased with disposition efforts related to OREO. Total sales for the quarter exceeded $27 million, which represents the largest quarter of sales during the credit cycle. We made decisions during the quarter to expedite the disposition of many of the OREO properties and to more aggressively price others going forward. Some of these decisions adversely impacted current quarter earnings, but we believe they are prudent ones that will help improve profitability in future periods."

Earnings for the quarter reflect a provision for credit losses of $6.0 million, which is a decrease from $19.3 million for the fourth quarter of 2011 and is flat compared to $6.0 million for the third quarter of 2012. Non-performing loans ("NPLs") declined $13.8 million, or 5.6 percent, during the fourth quarter of 2012 to $233.6 million compared with $247.3 million at September 30, 2012 and declined $88.7 million, or 27.5 percent, from $322.3 million at December 31, 2011. In addition, total NPAs declined $38.7 million, or 10.3 percent, to $336.8 million compared with $375.5 million at September 30, 2012 and declined $159.3 million, or 32.1 percent, from $496.1 million at December 31, 2011. Net charge-offs declined to $10.6 million for the fourth quarter of 2012 compared with $12.8 million for the third quarter of 2012. Net charge-offs during the fourth quarter of 2012 included $6.4 million of charge-offs of loans which had been identified and reported as impaired and were reserved for in previous quarters.

Earnings for the quarter were also impacted by additional compression in the net interest margin. The fully taxable equivalent net interest margin was 3.44 percent for the fourth quarter of 2012 compared with 3.55 percent for the third quarter of 2012 and 3.69 percent for the fourth quarter of 2011. Patterson added, "As others in the industry have experienced, we continue to see pressure on the net interest margin as a result of re-pricing on the asset side of the balance sheet. Our securities portfolio continues to roll over at lower rates and loan yields are under pressure both prior to and at maturity. The importance of fee income generation and efficiency are becoming increasingly magnified as we work to navigate through this rate environment."

Net Interest Revenue

Net interest revenue was $100.9 million for the fourth quarter of 2012, a decrease of 6.2 percent from $107.5 million for the fourth quarter of 2011 and a decrease of 2.4 percent from $103.4 million for the third quarter of 2012. The fully taxable equivalent net interest margin declined to 3.44 percent for the fourth quarter of 2012 from 3.69 percent for the fourth quarter of 2011 and 3.55 percent for the third quarter of 2012. Declines in the net interest margin were due primarily to continued pressure on asset yields, particularly yields on loans and leases, which declined to 4.76 percent for the fourth quarter of 2012 compared with 5.02 percent for the fourth quarter of 2011 and 4.85 percent for the third quarter of 2012.

Asset, Deposit and Loan Activity

Total assets were $13.4 billion at December 31, 2012 compared with $13.0 billion at December 31, 2011. Total deposits were $11.1 billion at December 31, 2012, an increase of 1.2 percent from $11.0 billion at December 31, 2011. Loans and leases, net of unearned income, were $8.6 billion at December 31, 2012, a decrease of 2.6 percent from $8.9 billion at December 31, 2011. The construction, acquisition, and development ("CAD") loan portfolio, which decreased $172.6 million, or 19.0 percent, from December 31, 2011 to December 31, 2012, accounted for 74.0 percent of the decline in net loans and leases over the same time period.

The decrease in time deposits of $389.2 million, or 13.0 percent, at December 31, 2012 compared to December 31, 2011, was offset partially by significant growth in noninterest bearing demand deposits, which increased $275.4 million, or 12.1 percent, over the same period. Additionally, savings deposits increased $154.1 million, or 15.5 percent, while interest bearing demand deposits increased $92.7 million, or 2.0 percent, over the same period. As of December 31, 2012, $801.9 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.73 percent.

Provision for Credit Losses and Allowance for Credit Losses

For the fourth quarter of 2012, the provision for credit losses was $6.0 million, compared with $19.3 million for the fourth quarter of 2011 and $6.0 million for the third quarter of 2012. Net charge-offs for the fourth quarter of 2012 were $10.6 million, compared with $23.8 million for the fourth quarter of 2011 and $12.8 million for the third quarter of 2012. Recoveries of previously charged-off loans were $9.2 million for the fourth quarter of 2012, compared with $2.6 million for the fourth quarter of 2011 and $6.1 million for the third quarter of 2012. Annualized net charge-offs were 0.49 percent of average loans and leases for the fourth quarter of 2012, compared with 1.06 percent for the fourth quarter of 2011 and 0.59 percent for the third quarter of 2012. Total annual net charge-offs were $58.7 million for 2012 compared with $131.9 million for 2011. Recoveries of previously charged-off loans totaled $30.7 million for 2012 compared with $10.2 million for 2011.

NPLs were $233.6 million, or 2.70 percent of net loans and leases, at December 31, 2012, compared with $322.3 million, or 3.63 percent of net loans and leases, at December 31, 2011, and $247.3 million, or 2.85 percent of net loans and leases, at September 30, 2012. The allowance for credit losses was $164.5 million, or 1.90 percent of net loans and leases, at December 31, 2012 compared with $195.1 million, or 2.20 percent of net loans and leases, at December 31, 2011 and $169.0 million, or 1.95 percent of net loans and leases, at September 30, 2012.

NPLs at December 31, 2012 consisted primarily of $207.2 million of nonaccrual loans, compared with $219.7 million of nonaccrual loans at September 30, 2012. Included in the reduction of nonaccrual loans during the fourth quarter of 2012 were payments received on nonaccrual loans of $31.6 million, compared with payments received on such loans of $26.7 million during the third quarter of 2012. NPLs at December 31, 2012 also included $1.2 million of loans 90 days or more past due and still accruing, compared with $1.4 million at September 30, 2012, and included restructured loans still accruing of $25.1 million at December 31, 2012, compared with $26.1 million at September 30, 2012. Early stage past due loans, representing loans 30-89 days past due, declined to $28.2 million at December 31, 2012 from $43.8 million at September 30, 2012.

At December 31, 2012, $35.7 million of NPLs were residential CAD loans, $36.3 million were other CAD loans, $62.2 million were commercial real estate loans and $40.7 million were consumer mortgages. NPLs from all other loan types totaled $58.7 million at December 31, 2012. Included in nonaccrual loans at December 31, 2012 were $115.4 million of loans, or 55.7 percent of total nonaccrual loans, that were paying as agreed, compared with $125.0 million, or 56.9 percent, at the end of the third quarter of 2012. 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.

At the end of the fourth quarter, 75.6 percent of nonaccrual loans were determined to be collateral dependent, and after write-downs and specific reserves, the remaining book balance of these loans was 70.9 percent of the unpaid principal balance. At December 31, 2012, coverage of unimpaired nonaccrual loans by the nonspecified allowance for credit losses was 305 percent and coverage of unimpaired NPLs by the nonspecified allowance for credit losses was 200 percent.

OREO decreased $25.0 million to $103.2 million during the fourth quarter of 2012 from $128.2 million at September 30, 2012. This net decrease reflected $8.5 million added through foreclosure, offset by sales of OREO of $27.9 million. Write-downs in the value of existing properties were $5.5 million for the fourth quarter of 2012 compared to $6.3 million for the third quarter of 2012. Sales of OREO during the fourth quarter of 2012 resulted in a net loss of $4.2 million compared to a net loss of $0.8 million for the third quarter of 2012. At December 31, 2012, OREO was carried at 44.0 percent of the aggregate loan balances at the time of foreclosure, compared with 49.2 percent at September 30, 2012.

Noninterest Revenue

Noninterest revenue was $70.9 million for the fourth quarter of 2012, compared with $65.3 million for the fourth quarter of 2011 and $70.4 million for the third quarter of 2012. These results included a positive mortgage servicing rights ("MSR") valuation adjustment of $0.2 million for the fourth quarter of 2012 compared with negative adjustments of $1.0 million for the fourth quarter of 2011 and $3.2 million for the third quarter of 2012.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $17.0 million for the fourth quarter of 2012, compared with $9.9 million for the fourth quarter of 2011 and $16.8 million for the third quarter of 2012. Mortgage origination volume for the fourth quarter of 2012 was $549.4 million, compared with $389.6 million for the fourth quarter of 2011 and $607.9 million for the third quarter of 2012.

Credit and debit card fee revenue was $8.1 million for the fourth quarter of 2012, compared with $7.8 million for the fourth quarter of 2011 and $8.3 million for the third quarter of 2012. Service charge revenue was $13.9 million for the fourth quarter of 2012, compared with $17.4 million for the fourth quarter of 2011 and $14.2 million for the third quarter of 2012. Insurance commission revenue was $20.5 million for the fourth quarter of 2012, compared with $19.4 million for the fourth quarter of 2011 and $23.5 million for the third quarter of 2012. The decrease in insurance commission revenue was seasonal, as fourth quarter policy renewals are typically lower than other quarters.

Noninterest Expense

Noninterest expense for the fourth quarter of 2012 was $143.2 million, compared with $135.9 million for the fourth quarter of 2011 and $133.8 million for the third quarter of 2012. Salaries and employee benefits expense increased to $77.2 million for the fourth quarter of 2012 from $70.5 million for the fourth quarter of 2011 and $74.8 million for the third quarter of 2012. Foreclosed property expense increased to $12.0 million for the fourth quarter of 2012 from $10.8 million for the fourth quarter of 2011 and $8.8 million for the third quarter of 2012. Deposit insurance assessments were $3.1 million for the fourth quarter of 2012 compared to $5.7 million for the fourth quarter of 2011 and $4.0 million for the third quarter of 2012.

Capital Management

BancorpSouth remains a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 13.82 percent at December 31, 2012 and total risk based capital of 15.08 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for "well capitalized" classification. The Company's equity capitalization consists of 100 percent common stock. BancorpSouth's ratio of shareholders' equity to assets was 10.82 percent at December 31, 2012, compared with 9.72 percent at December 31, 2011 and 10.93 percent at September 30, 2012. The ratio of tangible shareholders' equity to tangible assets was 8.83 percent at December 31, 2012, compared with 7.67 percent at December 31, 2011 and 8.91 percent at September 30, 2012.

Summary

Patterson concluded, "Our fourth quarter results finalize a very successful and productive year in many aspects. During 2012, we were able to reduce NPLs by over 25 percent, OREO by over 40 percent, and total NPAs by over 30 percent. We experienced a record year in both mortgage production and mortgage lending income. In addition, we achieved growth in other fee lines of business, including a 3.7 percent increase in insurance commissions. As we enter 2013, we believe that this progress will be instrumental in helping us continue to enhance company performance despite industry headwinds."

Rollins added, "Over the course of my first few weeks as CEO, I have had an opportunity to meet many of my teammates across several different markets. I have experienced firsthand professionals who share my desire to help our company succeed. BancorpSouth has a history of over 135 years as a well-respected organization with a strong commitment to the values of client service and community support. Our team clearly understands that the industry landscape has changed. Regulatory measures have placed pressure on NSF and card fee income and the credit cycle has resulted in declining loan balances, both of which have contributed to declines in profitability. Our team understands that growth is the real key to battling industry headwinds and to improving profitability."

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2012 results on January 24, 2013, 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.

Forward-Looking Statements

Certain statements contained in this news release may not be based on 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," "estimate," "expect," "may," "might," "will," "would," "could" or "intend." These forward-looking statements include, without limitation, statements relating to the disposition and the aggressive pricing of certain OREO properties, credit quality and operating performance, profitability, and our use of non-GAAP financial measures.

We caution you 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 because of a variety of factors. These factors may include, but are not limited to, conditions in the financial markets and economic conditions generally, the ongoing debt crisis and the downgrade of the sovereign credit ratings for various nations, 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 other real estate owned, limitations on the Company's ability to declare and pay dividends, the short-term and long-term impact of changes to banking capital standards on the Company's regulatory capital and liquidity, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd Frank Act, supervision of the Company's operations, the impact of regulations on service charges on the Company's core deposit accounts, the susceptibility of the Company's business to local economic 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 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, 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, dilution caused by the Company's issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, the effectiveness of the Company's internal controls, other factors generally understood to affect the financial results of financial services companies and other factors detailed from time to time in the Company's press releases and filings with the Securities and Exchange Commission.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.4 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 293 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.




    BancorpSouth, Inc.
    Selected Financial Data
    -----------------------
                                                       Three Months Ended               Twelve Months Ended
                                                          December 31,                      December 31,
                                                          ------------                      ------------
                                                                              2012                              2011         2012             2011
                                                                              ----                              ----         ----             ----
    (Dollars in thousands, except per share amounts)
    Earnings Summary:
    Net interest revenue                                                  $100,861                          $107,489     $414,591         $434,913
    Provision for credit losses                                              6,000                            19,250       28,000          130,081
    Noninterest revenue                                                     70,901                            65,335      280,149          270,845
    Noninterest expense                                                    143,219                           135,856      549,193          533,633
                                                                           -------                           -------      -------          -------
    Income before income taxes                                              22,543                            17,718      117,547           42,044
    Income tax provision                                                     5,563                             4,415       33,252            4,475
    Net income                                                             $16,980                           $13,303      $84,295          $37,569
                                                                           =======                           =======      =======          =======
    Earnings per share:  Basic                                               $0.18                             $0.16        $0.90            $0.45
                                                                             =====                             =====        =====            =====
                                        Diluted                              $0.18                             $0.16        $0.90            $0.45
                                                                             =====                             =====        =====            =====


    Balance sheet data at December 31:
    Total assets                                                                                                      $13,397,198      $12,995,851
    Total earning assets                                                                                               12,179,958       11,770,950
    Loans and leases, net of unearned income                                                                            8,636,989        8,870,311
    Allowance for credit losses                                                                                           164,466          195,118
    Total deposits                                                                                                     11,088,146       10,955,189
    Common shareholders' equity                                                                                         1,449,052        1,262,912
    Book value per share                                                                                                    15.34            15.13
    Tangible book value per share                                                                                           12.25            11.68


    Average balance sheet data:
    Total assets                                                       $13,143,193                       $13,046,779  $13,067,276      $13,280,047
    Total earning assets                                                12,045,432                        11,918,358   11,960,971       12,143,391
    Loans and leases, net of unearned interest                           8,635,139                         8,954,229    8,719,399        9,159,431
    Total deposits                                                      10,938,246                        11,017,231   10,936,694       11,251,406
    Common shareholders' equity                                          1,454,417                         1,268,905    1,413,667        1,240,768

    Non-performing assets at December 31:
    Non-accrual loans and leases                                                                                         $207,241         $276,798
    Loans and leases 90+ days past due, still accruing                                                                      1,210            3,434
    Restructured loans and leases, still accruing                                                                          25,099           42,018
    Other real estate owned                                                                                               103,248          173,805
                                                                                                                          -------          -------
    Total non-performing assets                                                                                           336,798          496,055

    Net charge-offs as a percentage
         of average loans (annualized)                                        0.49%                             1.06%        0.67%            1.44%

    Performance ratios (annualized):
    Return on average assets                                                  0.51%                             0.40%        0.65%            0.28%
    Return on common equity                                                   4.64%                             4.16%        5.96%            3.03%
    Total shareholders' equity to total assets                               10.82%                             9.72%       10.82%            9.72%
    Tangible shareholders' equity to tangible assets                          8.83%                             7.67%        8.83%            7.67%
    Net interest margin                                                       3.44%                             3.69%        3.57%            3.69%

    Average shares outstanding - basic                                  94,440,184                        83,488,102   93,760,604       83,486,296
    Average shares outstanding - diluted                                94,560,226                        83,503,611   93,850,104       83,509,759
    Cash dividends per share                                                 $0.01                             $0.01        $0.04            $0.14

    Tier 1 capital                                                           13.82% (1)                        11.77%       13.82% (1)       11.77%
    Total capital                                                            15.08% (1)                        13.03%       15.08% (1)       13.03%
    Tier 1 leverage capital                                                  10.25% (1)                         8.85%       10.25% (1)        8.85%
    (1)  Estimated as of earnings release date

                                                                                BancorpSouth, Inc.
                                                                            Consolidated Balance Sheets
                                                                                    (Unaudited)

                                                  Dec-12                                  Sep-12                    Jun-12             Mar-12              Dec-11
                                                  ------                                  ------                    ------             ------              ------
                                                           (Dollars in thousands)
    Assets
    ------
    Cash and due from banks                                 $223,814                                       $176,529           $224,084           $184,441            $195,681
    Interest bearing deposits with other banks               979,800                                        757,207            603,458            665,675             303,663
    Available-for-sale securities, at fair value           2,434,032                                      2,483,606          2,462,831          2,573,535           2,513,518
    Loans and leases                                       8,672,752                                      8,716,715          8,771,642          8,777,538           8,911,258
      Less:  Unearned income                                  35,763                                         36,746             39,247             39,615              40,947
                 Allowance for credit losses                 164,466                                        169,019            175,847            181,777             195,118
                                                                                                                                                  -------             -------
    Net loans and leases                                   8,472,523                                      8,510,950          8,556,548          8,556,146           8,675,193
    Loans held for sale                                      129,138                                        129,408            108,134            110,294              83,458
    Premises and equipment, net                              319,456                                        321,068            320,419            321,720             323,383
    Accrued interest receivable                               44,356                                         48,314             47,358             50,008              51,266
    Goodwill                                                 275,173                                        275,173            271,297            271,297             271,297
    Bank owned life insurance                                231,120                                        203,798            202,620            202,698             200,085
    Other real estate owned                                  103,248                                        128,211            143,615            167,808             173,805
    Other assets                                             184,538                                        201,473            207,454            203,950             204,502
    Total Assets                                         $13,397,198                                    $13,235,737        $13,147,818        $13,307,572         $12,995,851
                                                         ===========                                    ===========        ===========        ===========         ===========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest bearing                        $2,545,169                                     $2,492,508         $2,312,044         $2,260,012          $2,269,799
                      Interest bearing                     4,799,496                                      4,697,260          4,782,243          4,897,585           4,706,825
      Savings                                              1,145,785                                      1,103,490          1,083,255          1,067,256             991,702
      Other time                                           2,597,696                                      2,681,382          2,778,795          2,857,469           2,986,863
    Total deposits                                        11,088,146                                     10,974,640         10,956,337         11,082,322          10,955,189
    Federal funds purchased and
        securities sold under agreement
        to repurchase                                        414,611                                        377,676            361,990            401,089             373,933
    Short-term Federal Home Loan Bank borrowings
       and other short-term borrowing                              -                                              -              1,500              1,500               1,500
    Accrued interest payable                                   6,140                                          6,759              7,161              7,652               8,644
    Junior subordinated debt securities                      160,312                                        160,312            160,312            160,312             160,312
    Long-term Federal Home Loan Bank borrowings               33,500                                         33,500             33,500             33,500              33,500
    Other liabilities                                        245,437                                        236,147            208,707            228,998             199,861
                                                                                                                                                  -------             -------
    Total Liabilities                                     11,948,146                                     11,789,034         11,729,507         11,915,373          11,732,939
    Shareholders' Equity
    --------------------
    Common stock                                             236,094                                        236,102            236,091            236,090             208,709
    Capital surplus                                          312,190                                        311,271            310,388            309,426             227,567
    Accumulated other comprehensive income (loss)             (8,646)                                         5,952              1,334             (4,136)             (2,261)
    Retained earnings                                        909,414                                        893,378            870,498            850,819             828,897
    Total Shareholders' Equity                             1,449,052                                      1,446,703          1,418,311          1,392,199           1,262,912
                                                                                                                                                ---------           ---------
    Total Liabilities & Shareholders' Equity             $13,397,198                                    $13,235,737        $13,147,818        $13,307,572         $12,995,851
                                                         ===========                                    ===========        ===========        ===========         ===========


                                                                                     BancorpSouth, Inc.
                                                                            Consolidated Average Balance Sheets
                                                                                        (Unaudited)

                                                  Dec-12                                  Sep-12                    Jun-12              Mar-12              Dec-11
                                                  ------                                  ------                    ------              ------              ------
                                                           (Dollars in thousands)
    Assets
    ------
    Cash and due from banks                                 $164,801                                       $152,228           $152,907            $160,827            $151,004
    Interest bearing deposits with other banks               849,710                                        605,270            574,624             603,714             384,231
    Available-for-sale securities, at fair value           2,454,031                                      2,481,201          2,520,932           2,507,941           2,509,943
    Federal funds sold and securities
         purchased under agreement to resell                       -                                          2,717                  -                 274               2,174
    Loans and leases                                       8,671,559                                      8,755,094          8,774,767           8,832,104           8,995,035
      Less:  Unearned income                                  36,420                                         38,448             39,542              40,562              40,806
                 Allowance for credit losses                 170,081                                        179,283            185,209             202,158             208,005
                                                                                                                               -------             -------             -------
    Net loans and leases                                   8,465,058                                      8,537,363          8,550,016           8,589,384           8,746,224
    Loans held for sale                                      106,552                                        118,944             77,642              61,250              67,781
    Premises and equipment, net                              320,439                                        320,234            320,731             322,641             322,544
    Accrued interest receivable                               43,144                                         44,789             45,494              47,512              49,256
    Goodwill                                                 275,173                                        273,867            271,297             271,297             271,297
    Bank owned life insurance                                208,504                                        203,151            202,616             200,724             198,892
    Other real estate owned                                  119,852                                        134,384            155,471             170,924             164,841
    Other assets                                             135,929                                        144,868            146,501             151,870             178,592
    Total Assets                                         $13,143,193                                    $13,019,016        $13,018,231         $13,088,358         $13,046,779
                                                         ===========                                    ===========        ===========         ===========         ===========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest bearing                        $2,482,168                                     $2,328,948         $2,248,914          $2,139,371          $2,248,904
                      Interest bearing                     4,703,500                                      4,704,896          4,769,340           4,960,060           4,714,059
      Savings                                              1,117,297                                      1,092,802          1,074,912           1,027,611             975,892
      Other time                                           2,635,281                                      2,729,878          2,815,753           2,916,910           3,078,376
    Total deposits                                        10,938,246                                     10,856,524         10,908,919          11,043,952          11,017,231
    Federal funds purchased and
        securities sold under agreement
        to repurchase                                        401,968                                        388,817            374,982             358,124             430,968
    Short-term Federal Home Loan Bank borrowings
       and other short-term borrowing                              -                                          1,223              1,500               1,500               1,500
    Accrued interest payable                                   7,613                                          8,404              8,605               9,392              10,617
    Junior subordinated debt securities                      160,312                                        160,312            160,312             160,312             160,312
    Long-term Federal Home Loan Bank borrowings               33,500                                         33,500             33,500              33,500              33,500
    Other liabilities                                        147,137                                        138,079            126,680             117,869             123,746
                                                                                                                               -------             -------             -------
    Total Liabilities                                     11,688,776                                     11,586,859         11,614,498          11,724,649          11,777,874
    Shareholders' Equity
    --------------------
    Common stock                                             236,103                                        236,095            236,091             231,276             208,722
    Capital surplus                                          311,634                                        310,642            309,634             294,973             227,201
    Accumulated other comprehensive (loss) income              1,260                                          2,900             (4,020)             (2,269)              8,927
    Retained earnings                                        905,420                                        882,520            862,028             839,729             824,055
    Total Shareholders' Equity                             1,454,417                                      1,432,157          1,403,733           1,363,709           1,268,905
                                                                                                                             ---------           ---------           ---------
    Total Liabilities & Shareholders' Equity             $13,143,193                                    $13,019,016        $13,018,231         $13,088,358         $13,046,779
                                                         ===========                                    ===========        ===========         ===========         ===========

                                                                                                         BancorpSouth, Inc.
                                                                                             Consolidated Condensed Statements of Income
                                                                                            (Dollars in thousands, except per share data)
                                                                                                             (Unaudited)

                                                                     Quarter Ended                                       Year To Date
                                                                     -------------                                       ------------
                                                      Dec-12                       Sep-12                                 Jun-12            Mar-12          Dec-11          Dec-12          Dec-11
                                                      ------                       ------                                 ------            ------          ------          ------          ------
    INTEREST REVENUE:
    Loans and leases                                         $102,925                     $105,937                                 $107,737        $109,012        $112,566        $425,611        $461,076
    Deposits with other banks                                     529                          399                                      382             401             252           1,711             701
    Federal funds sold and securities purchased
       under agreement to resell                                    -                            2                                        1               -               1               3             167
    Held-to-maturity securities:
        Taxable                                                     -                            -                                        -               -               -               -          13,080
        Tax-exempt                                                  -                            -                                        -               -               -               -           5,638
    Available-for-sale securities:
        Taxable                                                 8,729                        9,329                                   10,188          11,162          11,781          39,408          43,989
        Tax-exempt                                              4,083                        4,109                                    4,210           4,256           4,158          16,658          10,983
    Loans held for sale                                           829                          974                                      686             544             635           3,033           2,219
                                                                  ---                          ---                                      ---             ---             ---           -----           -----
            Total interest revenue                            117,095                      120,750                                  123,204         125,375         129,393         486,424         537,853
                                                              -------                      -------                                  -------         -------         -------         -------         -------

    INTEREST EXPENSE:
    Interest bearing demand                                     3,588                        3,889                                    4,185           4,449           4,737          16,111          22,646
    Savings                                                       606                          686                                      691             714             747           2,697           3,211
    Other time                                                  8,749                        9,482                                   10,275          11,291          13,104          39,797          61,709
    Federal funds purchased and securities sold
       under agreement to repurchase                               72                           73                                       66              63              76             274             458
    FHLB borrowings                                               349                          364                                      366             367             367           1,446           3,459
    Junior subordinated debt                                    2,869                        2,875                                    2,879           2,879           2,871          11,502          11,451
    Other                                                           1                            2                                        1               2               2               6               6
                                                                  ---                          ---                                      ---             ---             ---             ---             ---
            Total interest expense                             16,234                       17,371                                   18,463          19,765          21,904          71,833         102,940
                                                               ------                       ------                                   ------          ------          ------          ------         -------

            Net interest revenue                              100,861                      103,379                                  104,741         105,610         107,489         414,591         434,913
      Provision for credit losses                               6,000                        6,000                                    6,000          10,000          19,250          28,000         130,081
                                                                -----                        -----                                    -----          ------          ------          ------         -------
            Net interest revenue, after provision for
              credit losses                                    94,861                       97,379                                   98,741          95,610          88,239         386,591         304,832
                                                               ------                       ------                                   ------          ------          ------         -------         -------

    NONINTEREST REVENUE:
    Mortgage lending                                           17,188                       13,549                                   11,040          15,142           8,928          56,919          17,069
    Credit card, debit card and merchant fees                   8,125                        8,270                                    7,787           7,523           7,783          31,705          42,373
    Service charges                                            13,875                       14,189                                   13,697          15,116          17,412          56,877          66,670
    Trust income                                                3,391                        3,101                                    3,139           2,282           3,348          11,913          12,186
    Security gains, net                                           152                           39                                      177              74              18             442          12,127
    Insurance commissions                                      20,502                       23,519                                   22,964          23,153          19,416          90,138          86,918
    Other                                                       7,668                        7,753                                    7,664           9,070           8,430          32,155          33,502
                                                                -----                        -----                                    -----           -----           -----          ------          ------
            Total noninterest revenue                          70,901                       70,420                                   66,468          72,360          65,335         280,149         270,845
                                                               ------                       ------                                   ------          ------          ------         -------         -------

    NONINTEREST EXPENSE:
    Salaries and employee benefits                             77,203                       74,829                                   77,661          74,931          70,512         304,624         282,880
    Occupancy, net of rental income                            10,643                       10,944                                   10,487          10,066          10,315          42,140          42,362
    Equipment                                                   5,309                        5,083                                    5,124           5,333           5,108          20,849          21,707
    Deposit insurance assessments                               3,103                        3,998                                    3,994           5,383           5,674          16,478          21,316
    Prepayment penalty on FHLB borrowings                           -                            -                                        -               -               -               -           9,778
    Other                                                      46,961                       38,934                                   39,240          39,967          44,247         165,102         155,590
                                                               ------                       ------                                   ------          ------
            Total noninterest expenses                        143,219                      133,788                                  136,506         135,680         135,856         549,193         533,633
                                                              -------                      -------                                  -------         -------         -------         -------         -------
            Income before income taxes                         22,543                       34,011                                   28,703          32,290          17,718         117,547          42,044
    Income tax expense                                          5,563                       10,186                                    8,079           9,424           4,415          33,252           4,475
                                                                -----                       ------                                                    -----                          ------
            Net income                                        $16,980                      $23,825                                  $20,624         $22,866         $13,303         $84,295         $37,569
                                                              =======                      =======                                  =======         =======         =======         =======         =======

    Net income per share: Basic                                 $0.18                        $0.25                                    $0.22           $0.25           $0.16           $0.90           $0.45
                                                                =====                        =====                                    =====           =====           =====           =====           =====
                                      Diluted                   $0.18                        $0.25                                    $0.22           $0.25           $0.16           $0.90           $0.45
                                                                =====                        =====                                    =====           =====           =====           =====           =====

                                                                                     BancorpSouth, Inc.
                                                                                     Selected Loan Data
                                                                                   (Dollars in thousands)
                                                                                        (Unaudited)

                                                                     Quarter Ended
                                                                     -------------
                                                  Dec-12                                    Sep-12               Jun-12             Mar-12             Dec-11
                                                  ------                                    ------               ------             ------             ------
    LOAN AND LEASE PORTFOLIO:
    Commercial and industrial                            $1,476,611                                  $1,462,719         $1,497,678         $1,441,727         $1,473,728
    Real estate
       Consumer mortgages                                 1,873,875                                   1,888,783          1,904,420          1,937,997          1,945,190
       Home equity                                          486,074                                     492,833            496,245            501,331            514,362
       Agricultural                                         256,196                                     257,733            251,975            256,683            239,487
       Commercial and industrial-owner occupied           1,333,103                                   1,309,631          1,288,887          1,287,542          1,301,575
       Construction, acquisition and development            735,808                                     823,692            835,022            858,110            908,362
       Commercial real estate                             1,748,881                                   1,738,516          1,748,748          1,742,001          1,754,022
    Credit cards                                            104,884                                     101,405            101,085            100,527            106,281
    All other                                               621,557                                     604,657            608,335            612,005            627,304
                                                            -------                                     -------            -------            -------            -------
         Total loans                                     $8,636,989                                  $8,679,969         $8,732,395         $8,737,923         $8,870,311
                                                         ----------                                  ----------         ----------         ----------         ----------

    ALLOWANCE FOR CREDIT LOSSES:
    Balance, beginning of period                           $169,019                                    $175,847           $181,777           $195,118           $199,686

    Loans and leases charged off:
    Commercial and industrial                                (2,174)                                     (4,334)            (1,582)            (4,272)            (1,677)
    Real estate
       Consumer mortgages                                    (3,789)                                     (2,299)            (2,818)            (4,216)            (2,953)
       Home equity                                           (1,064)                                       (270)              (536)              (851)            (1,667)
       Agricultural                                            (456)                                       (302)              (386)               (96)              (110)
       Commercial and industrial-owner occupied              (1,421)                                       (994)            (2,732)            (3,868)            (1,136)
       Construction, acquisition and development             (5,286)                                     (6,845)            (9,560)           (11,394)           (10,539)
       Commercial real estate                                (4,026)                                     (2,633)            (3,260)            (2,809)            (6,858)
    Credit cards                                               (531)                                       (540)              (588)              (562)              (706)
    All other                                                  (977)                                       (731)              (438)              (758)              (794)
         Total loans charged off                            (19,724)                                    (18,948)           (21,900)           (28,826)           (26,440)
                                                            -------                                     -------            -------            -------            -------

    Recoveries:
    Commercial and industrial                                 3,507                                       1,007              1,040              1,542                446
    Real estate
       Consumer mortgages                                       819                                         256                438                323                263
       Home equity                                               66                                          37                 78                315                 43
       Agricultural                                              10                                          53                 53                 10                 76
       Commercial and industrial-owner occupied                 561                                         270              1,514                351                100
       Construction, acquisition and development              1,621                                       2,676              1,955              2,155                971
       Commercial real estate                                 2,208                                       1,443              4,504                383                340
    Credit cards                                                144                                         144                121                118                168
    All other                                                   235                                         234                267                288                215
         Total recoveries                                     9,171                                       6,120              9,970              5,485              2,622
                                                              -----                                       -----              -----              -----              -----

    Net charge-offs                                         (10,553)                                    (12,828)           (11,930)           (23,341)           (23,818)

    Provision charged to operating expense                    6,000                                       6,000              6,000             10,000             19,250
    Balance, end of period                                 $164,466                                    $169,019           $175,847           $181,777           $195,118
                                                           --------                                    --------           --------           --------           --------

    Average loans for period                             $8,635,139                                  $8,716,646         $8,735,225         $8,791,542         $8,954,229
                                                         ==========                                  ==========         ==========         ==========         ==========

    Ratio:
    Net charge-offs to average loans (annualized)              0.49%                                       0.59%              0.55%              1.06%              1.06%
                                                               ====                                        ====               ====               ====               ====




                                                                                          BancorpSouth, Inc.
                                                                                          Selected Loan Data
                                                                                        (Dollars in thousands)
                                                                                              (Unaudited)

                                                                                            Quarter Ended
                                                                                            -------------
                                                                         Dec-12                                Sep-12           Jun-12           Mar-12           Dec-11
                                                                         ------                                ------           ------           ------           ------
    NON-PERFORMING ASSETS
    NON-PERFORMING LOANS AND LEASES:
      Nonaccrual Loans and Leases
        Commercial and industrial                                                 $9,311                                $8,674          $13,156          $11,025          $12,260
        Real estate
           Consumer mortgages                                                     36,133                                35,599           35,660           46,562           47,878
           Home equity                                                             3,497                                 3,471            2,995            2,687            2,036
           Agricultural                                                            7,587                                 7,190            8,390            4,254            4,179
           Commercial and industrial-owner occupied                               20,910                                27,059           26,957           32,842           33,112
           Construction, acquisition and development                              66,635                                92,351          104,283          115,649          133,110
           Commercial real estate                                                 57,656                                40,514           44,359           35,715           40,616
        Credit cards                                                                 415                                   465              364              509              594
        All other                                                                  5,097                                 4,415            4,082            3,984            3,013
                                                                                   -----                                 -----            -----            -----            -----
             Total nonaccrual loans and leases                                  $207,241                              $219,738         $240,246         $253,227         $276,798
                                                                                --------                              --------         --------         --------         --------

      Loans and Leases 90+ Days Past Due, Still Accruing:
        Commercial and industrial                                                   $414                                   $45    $           -              $10              $12
        Real estate
           Consumer mortgages                                                        512                                 1,027            1,141            1,314            2,974
           Home equity                                                                 -                                     -                -                -                -
           Agricultural                                                               10                                     -                -                -                -
           Commercial and industrial-owner occupied                                   19                                   119                -                -                -
           Construction, acquisition and development                                   -                                     -                -                -                -
           Commercial real estate                                                      -                                     -                -                -                -
        Credit cards                                                                 228                                   236              324              228              299
        All other                                                                     27                                    15              167              146              149
             Total loans and leases 90+ days past due, still accruing              1,210                                 1,442            1,632            1,698            3,434
                                                                                   -----                                 -----            -----            -----            -----

      Restructured Loans and Leases, Still Accruing                               25,099                                26,147           25,071           30,311           42,018
         Total non-performing loans and leases                                   233,550                               247,327          266,949          285,236          322,250
                                                                                 -------                               -------          -------          -------          -------

    OTHER REAL ESTATE OWNED:                                                     103,248                               128,211          143,615          167,808          173,805
                                                                                 -------                               -------          -------          -------          -------

    Total Non-performing Assets                                                 $336,798                              $375,538         $410,564         $453,044         $496,055
                                                                                ========                              ========         ========         ========         ========

    Additions to Nonaccrual Loans and Leases During the Quarter                  $44,674                               $28,918          $41,121          $40,392          $39,474
                                                                                 =======                               =======          =======          =======          =======

      Loans and Leases 30-89 Days Past Due, Still Accruing:
        Commercial and industrial                                                 $3,080                                $6,065           $3,040           $4,809           $8,065
        Real estate
           Consumer mortgages                                                     13,403                                14,745           14,436           10,736           15,864
           Home equity                                                             1,272                                 1,766            1,311            2,248            2,037
           Agricultural                                                              306                                   977              471              663              339
           Commercial and industrial-owner occupied                                3,498                                 4,859            2,745            3,332            2,154
           Construction, acquisition and development                               2,303                                 8,528            2,062            2,431            2,714
           Commercial real estate                                                  1,176                                 3,210            1,288            2,104            3,292
        Credit cards                                                                 777                                   734              673              686              802
        All other                                                                  2,422                                 2,861            2,544            1,983            2,280
                                                                                   -----                                 -----            -----            -----            -----
             Total Loans and Leases 30-89 days past due, still accruing          $28,237                               $43,745          $28,570          $28,992          $37,547
                                                                                 =======                               =======          =======          =======          =======

    Credit Quality Ratios:
    Provision for credit losses to average loans and leases (annualized)            0.28%                                 0.28%            0.27%            0.45%            0.86%
    Allowance for credit losses to net loans and leases                             1.90%                                 1.95%            2.01%            2.08%            2.20%
    Allowance for credit losses to non-performing assets                           48.83%                                45.01%           42.83%           40.12%           39.33%
    Allowance for credit losses to non-performing loans and leases                 70.42%                                68.34%           65.87%           63.73%           60.55%
    Non-performing loans and leases to net loans and leases                         2.70%                                 2.85%            3.06%            3.26%            3.63%
    Non-performing assets to net loans and leases                                   3.90%                                 4.33%            4.70%            5.18%            5.59%

                                                                                           BancorpSouth, Inc.
                                                                                           Selected Loan Data
                                                                                         (Dollars in thousands)
                                                                                               (Unaudited)

                                                                                Quarter Ended
                                                                                -------------
                                                               Dec-12                                     Sep-12           Jun-12           Mar-12           Dec-11
                                                               ------                                     ------           ------           ------           ------
    REAL ESTATE CONSTRUCTION, ACQUISITION
       AND DEVELOPMENT ("CAD") PORTFOLIO:
      Outstanding Balance
         Multi-family construction                                      $6,542                                     $4,546           $2,378           $4,683           $2,138
         One-to-four family construction                               177,392                                    189,561          182,648          159,281          169,827
         Recreation and all other loans                                 44,840                                     62,888           66,033           63,407           67,235
         Commercial construction                                       114,099                                    126,296          112,929          122,173          130,124
         Commercial acquisition and development                        161,546                                    177,887          182,570          191,783          197,044
         Residential acquisition and development                       231,389                                    262,514          288,464          316,783          341,994
                                                                       -------                                    -------          -------          -------          -------
             Total outstanding balance                                $735,808                                   $823,692         $835,022         $858,110         $908,362
                                                                      ========                                   ========         ========         ========         ========

      Nonaccrual CAD Loans
         Multi-family construction                               $           -                             $            -  $             -    $           -           $1,067
         One-to-four family construction                                10,609                                     14,171           15,490           11,953           14,690
         Recreation and all other loans                                  1,160                                      1,166              380              386              436
         Commercial construction                                         5,889                                      6,991            4,318            3,702            5,235
         Commercial acquisition and development                         17,337                                     21,408           21,741           23,464           23,968
         Residential acquisition and development                        31,640                                     48,615           62,354           76,144           87,714
                                                                        ------                                     ------           ------           ------           ------
             Total nonaccrual CAD loans                                 66,635                                     92,351          104,283          115,649          133,110
                                                                        ------                                     ------          -------          -------          -------

      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                              -                                          -                -                -                -
         Residential acquisition and development                             -                                          -                -                -                -
                                                                                                                                       ---              ---              ---
             Total CAD loans 90+ days past due, still accruing               -                                          -                -                -                -
                                                                           ---                                        ---              ---              ---              ---

      Restructured CAD Loans, Still Accruing
         Multi-family construction                                           -                                          -                -                -                -
         One-to-four family construction                                   781                                        787              793              799              318
         Recreation and all other loans                                     17                                         20              842              847              852
         Commercial construction                                             -                                          -                -              977                -
         Commercial acquisition and development                            458                                        133              260            2,975              433
         Residential acquisition and development                         4,107                                      4,149            4,048              106              446
                                                                         -----                                      -----            -----              ---              ---
             Total restructured CAD loans, still accruing                5,363                                      5,089            5,943            5,704            2,049
                                                                         -----                                      -----            -----            -----            -----

            Total Non-performing CAD loans                             $71,998                                    $97,440         $110,226         $121,353         $135,159
                                                                       =======                                    =======         ========         ========         ========

      CAD NPL as a % of Outstanding CAD Balance
         Multi-family construction                                           -                                          -                -                -             49.9%
         One-to-four family construction                                   6.4%                                       7.9%             8.9%             8.0%             8.8%
         Recreation and all other loans                                    2.6%                                       1.9%             1.9%             1.9%             1.9%
         Commercial construction                                           5.2%                                       5.5%             3.8%             3.8%             4.0%
         Commercial acquisition and development                           11.0%                                      12.1%            12.1%            13.8%            12.4%
         Residential acquisition and development                          15.4%                                      20.1%            23.0%            24.1%            25.8%
             Total CAD NPL as a % of outstanding CAD balance               9.8%                                      11.8%            13.2%            14.1%            14.9%

                                                                BancorpSouth, Inc.
                                                                Selected Loan Data
                                                              (Dollars in thousands)
                                                                   (Unaudited)

                                                                   December 31, 2012
                                                                   -----------------
                                                                                     Special
                                                 Pass                                Mention          Substandard          Doubtful         Loss      Impaired         Total
                                                 ----                                -------          -----------          --------         ----      --------         -----
    LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
    Commercial and industrial                         $1,426,498                              $14,663              $29,876            $729 $        -           $4,845       $1,476,611
    Real estate
       Consumer mortgages                              1,691,682                               32,840              131,141           2,907        198           15,107        1,873,875
       Home equity                                       461,151                                4,791               17,619           1,057         76            1,380          486,074
       Agricultural                                      227,138                                5,729               17,947               -          -            5,382          256,196
       Commercial and industrial-owner occupied        1,202,111                               31,087               82,816             369          -           16,720        1,333,103
       Construction, acquisition and development         567,881                               30,846               75,031             715          -           61,335          735,808
       Commercial real estate                          1,524,262                               53,455              120,591             160          -           50,413        1,748,881
    Credit cards                                         104,884                                    -                    -               -          -                -          104,884
    All other                                            600,807                                8,397               10,196             601         10            1,546          621,557
         Total loans                                  $7,806,414                             $181,808             $485,217          $6,538       $284         $156,728       $8,636,989
                                                      ==========                             ========             ========          ======       ====         ========       ==========


                                                                 September 30, 2012
                                                                 ------------------
                                                                                     Special
                                                 Pass                                Mention          Substandard          Doubtful         Loss      Impaired         Total
                                                 ----                                -------          -----------          --------         ----      --------         -----
    LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
    Commercial and industrial                         $1,403,199                              $10,018              $42,399            $867        $17           $6,219       $1,462,719
    Real estate
       Consumer mortgages                              1,703,867                               31,993              133,139           3,727        203           15,854        1,888,783
       Home equity                                       467,219                                4,788               17,901           1,002        285            1,638          492,833
       Agricultural                                      232,741                                4,684               14,726              20          -            5,562          257,733
       Commercial and industrial-owner occupied        1,169,867                               34,384               83,606             736         49           20,989        1,309,631
       Construction, acquisition and development         607,759                               42,128               85,349             703          -           87,753          823,692
       Commercial real estate                          1,517,138                               45,500              138,606              70          -           37,202        1,738,516
    Credit cards                                         101,405                                    -                    -               -          -                -          101,405
    All other                                            582,353                                6,790               13,758             828          6              922          604,657
         Total loans                                  $7,785,548                             $180,285             $529,484          $7,953       $560         $176,139       $8,679,969
                                                      ==========                             ========             ========          ======       ====         ========       ==========

                                                                                      BancorpSouth, Inc.
                                                                                      Selected Loan Data
                                                                                    (Dollars in thousands)
                                                                                          (Unaudited)

                                                                                      As of
                                                                                      -----
                                                                   Dec-12                                  Sep-12           Jun-12           Mar-12           Dec-11
                                                                   ------                                  ------           ------           ------           ------


    Unpaid principal balance of impaired loans                            $206,072                                $225,581         $259,703         $266,483         $287,099
    Cumulative charge-offs on impaired loans                                49,344                                  49,442           59,326           55,371           52,176
                                                                            ------                                  ------           ------           ------           ------
    Impaired nonaccrual loan and lease outstanding balance                 156,728                                 176,139          200,377          211,112          234,923

    Other non-accrual loans and leases not impaired                         50,513                                  43,599           39,869           42,115           41,875
                                                                            ------                                  ------           ------           ------           ------

         Total non-accrual loans and leases                               $207,241                                $219,738         $240,246         $253,227         $276,798
                                                                          ========                                ========         ========         ========         ========

    Allowance for impaired loans                                            10,541                                  18,205           23,939           25,546           39,708
                                                                            ------                                  ------           ------           ------           ------

         Nonaccrual loans and leases, net of specific reserves            $196,700                                $201,533         $216,307         $227,681         $237,090
                                                                          ========                                ========         ========         ========         ========

    Loans and leases 90+ days past due, still accruing                      $1,210                                  $1,442           $1,632           $1,698           $3,434
    Restructured loans and leases, still accruing                           25,099                                  26,147           25,071           30,311           42,018
                                                                            ------                                  ------           ------           ------           ------

         Total non-performing loans and leases                            $233,550                                $247,327         $266,949         $285,236         $322,250
                                                                          ========                                ========         ========         ========         ========

    Allowance for impaired loans                                           $10,541                                 $18,205          $23,939          $25,546          $39,708
    Allowance for all other loans and leases                               153,925                                 150,814          151,908          156,231          155,410
                                                                           -------                                 -------          -------          -------          -------

         Total allowance for credit losses                                $164,466                                $169,019         $175,847         $181,777         $195,118
                                                                          --------                                --------         --------         --------         --------

    Outstanding balance of impaired loans                                 $156,728                                $176,139         $200,377         $211,112         $234,923
    Allowance for impaired loans                                            10,541                                  18,205           23,939           25,546           39,708
                                                                            ------                                  ------           ------           ------           ------

         Net book value of impaired loans                                 $146,187                                $157,934         $176,438         $185,566         $195,215
                                                                          ========                                ========         ========         ========         ========


    Net book value of impaired loans as a %
         of unpaid principal balance                                            71%                                     70%              68%              70%              68%

    Coverage of other non-accrual loans and leases not impaired by
         the allowance for all other loans and leases                          305%                                    346%             381%             371%             371%

    Coverage of non-performing loans and leases not impaired
         by the allowance for all other loans and leases                       200%                                    212%             228%             211%             178%

                                                                                                                        BancorpSouth, Inc.
                                                                                                                     Geographical Information
                                                                                                                      (Dollars in thousands)
                                                                                                                            (Unaudited)

                                                                           December 31, 2012
                                                                           -----------------
                                                   Alabama                                                                                       Greater
                                                 and Florida                                                                                     Memphis                                Texas and
                                                  Panhandle            Arkansas*             Mississippi*                    Missouri              Area            Tennessee*           Louisiana             Other           Total
                                                  ---------            --------               -----------                    --------              ----            ---------            ---------             -----           -----
    LOAN AND LEASE PORTFOLIO:
    Commercial and industrial                                 $70,132              $149,418                $386,799                     $35,240           $17,170              $74,300              $249,405        $494,147        $1,476,611
    Real estate
       Consumer mortgages                                     109,585               262,899                 709,251                      44,513            79,221              160,906               454,607          52,893         1,873,875
       Home equity                                             60,037                38,082                 164,019                      22,520            64,710               73,351                62,649             706           486,074
       Agricultural                                             7,461                79,269                  68,298                       3,782            11,948               13,941                66,979           4,518           256,196
       Commercial and industrial-owner occupied               120,318               155,015                 494,957                      77,951            88,980               89,935               253,088          52,859         1,333,103
       Construction, acquisition and development               92,454                68,034                 217,763                      35,880            77,091               93,414               141,206           9,966           735,808
       Commercial real estate                                 208,676               331,575                 353,067                     189,993           104,101               98,811               392,027          70,631         1,748,881
    Credit cards                                                    -                     -                       -                           -                 -                    -                     -         104,884           104,884
    All other                                                  32,122                82,825                 180,836                       8,210            54,332               50,815                97,473         114,944           621,557
         Total loans                                         $700,785            $1,167,117              $2,574,990                    $418,089          $497,553             $655,473            $1,717,434        $905,548        $8,636,989
                                                             ========            ==========              ==========                    ========          ========             ========            ==========        ========        ==========

    CAD PORTFOLIO:
    Multi-family construction                          $            -     $               -                     $10              $            -     $           -               $4,550                $1,982    $          -            $6,542
    One-to-four family construction                            27,048                12,189                  42,948                       8,040            10,051               41,461                35,184             471           177,392
    Recreation and all other loans                              1,520                 8,726                  12,654                         301             3,897                3,719                14,023               -            44,840
    Commercial construction                                    17,674                11,844                  38,822                       2,114             7,690               10,228                23,906           1,821           114,099
    Commercial acquisition and development                     15,068                17,006                  51,471                       9,757            25,786               14,802                26,357           1,299           161,546
    Residential acquisition and development                    31,144                18,270                  71,858                      15,668            29,667               18,654                39,753           6,375           231,389
         Total CAD loans                                      $92,454               $68,035                $217,763                     $35,880           $77,091              $93,414              $141,205          $9,966          $735,808
                                                              =======               =======                ========                     =======           =======              =======              ========          ======          ========

    NON-PERFORMING LOANS AND LEASES:
    Commercial and industrial                                  $1,734                $1,043                    $552                        $735               $23                 $165                $2,776          $3,216           $10,244
    Real estate
       Consumer mortgages                                       3,666                 5,846                  10,445                         592               765                3,769                 7,631           7,972            40,686
       Home equity                                                934                   148                     576                         140               757                  611                   328               3             3,497
       Agricultural                                                79                 3,915                   1,766                       1,023               827                  170                   261               1             8,042
       Commercial and industrial-owner occupied                 6,443                 4,975                  10,070                           -             1,700                2,974                 1,857             242            28,261
       Construction, acquisition and development               17,228                 1,403                   7,782                      12,026            19,201                7,201                 5,139           2,018            71,998
       Commercial real estate                                  10,724                 8,378                   7,708                      24,312             4,921                2,772                 2,913             468            62,196
    Credit cards                                                    -                     -                       -                           -                 -                    -                     -           2,520             2,520
    All other                                                     428                 2,240                   1,438                          15               671                  744                   558              12             6,106
         Total loans                                          $41,236               $27,948                 $40,337                     $38,843           $28,865              $18,406               $21,463         $16,452          $233,550
                                                              =======               =======                 =======                     =======           =======              =======               =======         =======          ========

    NON-PERFORMING LOANS AND LEASES
       AS A PERCENTAGE OF OUTSTANDING:
    Commercial and industrial                                    2.47%                 0.70%                   0.14%                       2.09%             0.13%                0.22%                 1.11%           0.65%             0.69%
    Real estate
       Consumer mortgages                                        3.35%                 2.22%                   1.47%                       1.33%             0.97%                2.34%                 1.68%          15.07%             2.17%
       Home equity                                               1.56%                 0.39%                   0.35%                       0.62%             1.17%                0.83%                 0.52%           0.42%             0.72%
       Agricultural                                              1.06%                 4.94%                   2.59%                      27.05%             6.92%                1.22%                 0.39%           0.02%             3.14%
       Commercial and industrial-owner occupied                  5.35%                 3.21%                   2.03%                          -              1.91%                3.31%                 0.73%           0.46%             2.12%
       Construction, acquisition and development                18.63%                 2.06%                   3.57%                      33.52%            24.91%                7.71%                 3.64%          20.25%             9.78%
       Commercial real estate                                    5.14%                 2.53%                   2.18%                      12.80%             4.73%                2.81%                 0.74%           0.66%             3.56%
    Credit cards                                                    -                     -                       -                           -                 -                    -                     -            2.40%             2.40%
    All other                                                    1.33%                 2.70%                   0.80%                       0.18%             1.23%                1.46%                 0.57%           0.01%             0.98%
         Total loans                                             5.88%                 2.39%                   1.57%                       9.29%             5.80%                2.81%                 1.25%           1.82%             2.70%
                                                                 ====                  ====                    ====                        ====              ====                 ====                  ====            ====              ====


    *Excludes the Greater Memphis Area.

                                                                                                                                       BancorpSouth, Inc.
                                                                                                                                 Selected Additional Information
                                                                                                                                     (Dollars in thousands)
                                                                                                                                           (Unaudited)

                                                                                        December 31, 2012
                                                                                        -----------------
                                                   Alabama                                                                                                               Greater
                                                 and Florida                                                                                                             Memphis                              Texas and
                                                  Panhandle                        Arkansas*              Mississippi*                               Missouri             Area             Tennessee*         Louisiana        Other        Total
                                                  ---------                         --------               -----------                               --------             ----             ---------          ---------        -----        -----
    OTHER REAL ESTATE OWNED:
    Commercial and industrial                                   $395                  $                -                   $106                          $            -   $             -      $            -      $         -   $        -           $501
    Real estate                                                    -                                   -                      -                                       -                 -                   -                -            -              -
       Consumer mortgages                                      1,714                                 173                  2,220                                       -               961                 624              760        3,665         10,117
       Home equity                                                 -                                   -                      -                                       -                 -                   -                -            -              -
       Agricultural                                              856                                   -                     99                                       -             1,089               2,169              212            -          4,425
       Commercial and industrial-owner occupied                  155                                 146                  1,602                                       -             2,630                  66              146            -          4,745
       Construction, acquisition and development              13,610                               1,430                 15,659                                     734            35,717               9,535            1,844          448         78,977
       Commercial real estate                                    478                               1,420                      3                                     263               819                  76              176            -          3,235
    All other                                                     46                                  16                    227                                      92               734                  12               89           32          1,248
         Total loans                                         $17,254                              $3,185                $19,916                                  $1,089           $41,950             $12,482           $3,227       $4,145       $103,248
                                                             =======                              ======                =======                                  ======           =======             =======           ======       ======       ========

                                                                     Quarter Ended
                                                                     -------------
                                                   Dec-12                            Sep-12                  Jun-12                                   Mar-12             Dec-11
                                                   ------                            ------                  ------                                   ------             ------
    OTHER REAL ESTATE OWNED:
    Balance, beginning of period                            $128,211                            $143,615               $167,808                                $173,805          $162,686
    Additions to foreclosed properties
       New foreclosed property                                 8,451                               6,268                  6,904                                  10,766            36,507
    Reductions in foreclosed properties
       Sales                                                 (27,892)                            (15,392)               (26,165)                                (11,771)          (16,688)
       Writedowns                                             (5,522)                             (6,280)                (4,932)                                 (4,992)           (8,700)
    Balance, end of period                                  $103,248                            $128,211               $143,615                                $167,808          $173,805
                                                            ========                            ========               ========                                ========          ========

    FORECLOSED PROPERTY EXPENSE
    Loss on sale of other real estate owned                   $4,203                                $765                 $2,708                                    $770              $711
    Writedown of other real estate owned                       5,522                               6,280                  4,932                                   4,992             8,700
    Other foreclosed property expense                          2,266                               1,749                  2,572                                   2,647             1,422
    Total foreclosed property expense                        $11,991                              $8,794                $10,212                                  $8,409           $10,833
                                                             =======                              ======                =======                                  ======           =======


    *Excludes the Greater Memphis Area.

                                                                           BancorpSouth, Inc.
                                                                    Noninterest Revenue and Expense
                                                                         (Dollars in thousands)
                                                                              (Unaudited)

                                                              Quarter Ended
                                                              -------------
                                              Dec-12                               Sep-12              Jun-12          Mar-12          Dec-11
                                              ------                               ------              ------          ------          ------
    NONINTEREST REVENUE:
    Mortgage lending                                  $17,188                                  $13,549         $11,040         $15,142          $8,928
    Credit card, debit card and merchant fees           8,125                                    8,270           7,787           7,523           7,783
    Service charges                                    13,875                                   14,189          13,697          15,116          17,412
    Trust income                                        3,391                                    3,101           3,139           2,282           3,348
    Securities gains, net                                 152                                       39             177              74              18
    Insurance commissions                              20,502                                   23,519          22,964          23,153          19,416
    Annuity fees                                          418                                      548             635             642             382
    Brokerage commissions and fees                      1,715                                    1,782           1,779           1,438           1,215
    Bank-owned life insurance                           1,899                                    1,750           1,812           2,613           2,007
    Other miscellaneous income                          3,636                                    3,673           3,438           4,377           4,826
         Total noninterest revenue                    $70,901                                  $70,420         $66,468         $72,360         $65,335
                                                      =======                                  =======         =======         =======         =======

    NONINTEREST EXPENSE:
    Salaries and employee benefits                    $77,203                                  $74,829         $77,661         $74,931         $70,512
    Occupancy, net of rental income                    10,643                                   10,944          10,487          10,066          10,315
    Equipment                                           5,309                                    5,083           5,124           5,333           5,108
    Deposit insurance assessments                       3,103                                    3,998           3,994           5,383           5,674
    Advertising                                         2,045                                    1,081             902             841           1,778
    Foreclosed property expense                        11,991                                    8,794          10,212           8,409          10,833
    Telecommunications                                  2,168                                    2,118           2,023           2,206           2,110
    Public relations                                    1,304                                    1,309           1,355           1,466           1,244
    Data processing                                     2,714                                    2,312           2,444           2,764           2,398
    Computer software                                   2,031                                    1,856           1,786           1,803           1,892
    Amortization of intangibles                           857                                      860             742             763             813
    Legal                                               3,133                                    3,004             981           2,216           3,947
    Postage and shipping                                1,117                                    1,060           1,033           1,255           1,163
    Other miscellaneous expense                        19,601                                   16,540          17,762          18,244          18,069
    Total noninterest expense                        $143,219                                 $133,788        $136,506        $135,680        $135,856
                                                     ========                                 ========        ========        ========        ========

    INSURANCE COMMISSIONS:
    Property and casualty commissions                 $14,968                                  $17,704         $16,894         $14,430         $14,033
    Life and health commissions                         4,376                                    4,651           4,681           4,724           4,024
    Risk management income                                581                                      698             618             655             597
    Other                                                 577                                      466             771           3,344             762
    Total insurance commissions                       $20,502                                  $23,519         $22,964         $23,153         $19,416
                                                      =======                                  =======         =======         =======         =======

                                                                                    BancorpSouth, Inc.
                                                                              Selected Additional Information
                                                                                  (Dollars in thousands)
                                                                                        (Unaudited)

                                                                        Quarter Ended
                                                                        -------------
                                                     Dec-12                                    Sep-12               Jun-12             Mar-12             Dec-11
                                                     ------                                    ------               ------             ------             ------
    MORTGAGE SERVICING RIGHTS:
    Fair value, beginning of period                            $34,562                                     $34,167            $35,668            $30,174            $29,159
    Additions to mortgage servicing rights:
       Originations of servicing assets                          5,146                                       5,784              4,076              3,525              3,754
    Changes in fair value:
       Due to payoffs/paydowns                                  (2,005)                                     (2,181)            (1,737)            (1,726)            (1,745)
       Due to change in valuation inputs or
         assumptions used in the valuation model                   183                                      (3,206)            (3,837)             3,697               (991)
       Other changes in fair value                                  (4)                                         (2)                (3)                (2)                (3)
    Fair value, end of period                                  $37,882                                     $34,562            $34,167            $35,668            $30,174
                                                               =======                                     =======            =======            =======            =======

    MORTGAGE LENDING REVENUE:
    Production revenue:
       Origination                                             $15,131                                     $15,326            $13,119             $9,720             $8,308
       Servicing                                                 3,879                                       3,610              3,495              3,451              3,356
       Payoffs/Paydowns                                         (2,005)                                     (2,181)            (1,737)            (1,726)            (1,745)
                                                                ------                                      ------             ------             ------             ------
         Total production revenue                               17,005                                      16,755             14,877             11,445              9,919
    Market value adjustment                                        183                                      (3,206)            (3,837)             3,697               (991)
    Total mortgage lending revenue                             $17,188                                     $13,549            $11,040            $15,142             $8,928
                                                               =======                                     =======            =======            =======             ======

    AVAILABLE-FOR-SALE SECURITIES, at fair value
    U.S. Government agencies                                $1,401,996                                  $1,472,747         $1,481,060         $1,578,441         $1,501,243
    Government agency issued residential
       mortgage-back securities                                366,875                                     338,230            360,489            385,146            404,610
    Government agency issued commercial
       mortgage-back securities                                 91,445                                      90,306             35,895             31,647             34,599
    Obligations of states and political subdivisions           565,873                                     574,559            577,629            568,642            563,520
    Other                                                        7,843                                       7,764              7,758              9,659              9,546
    Total available-for-sale securities                     $2,434,032                                  $2,483,606         $2,462,831         $2,573,535         $2,513,518
                                                            ==========                                  ==========         ==========         ==========         ==========

                                                            BancorpSouth, Inc.
                                              Average Balances, Interest Income and Expense,
                                                       and Average Yields and Rates
                                                          (Dollars in thousands)
                                                                (Unaudited)
                                                   Quarter Ended
                                                 December 31, 2012
                                                 -----------------
                                                      Average                                                 Yield/
    (Taxable equivalent
     basis)                                           Balance                                Interest          Rate
                                                      -------                                --------          ----
    ASSETS
    Loans, loans held for sale,
      and leases net of
       unearned income                                         $8,741,691                            $104,608         4.76%
    Available-for-sale securities:
      Taxable                                                   1,993,245                               8,840         1.76%
      Tax-exempt                                                  460,786                               6,281         5.42%
    Short-term investments                                        849,710                                 528         0.25%
                                                                  -------                                 ---
      Total interest earning
        assets and revenue                                     12,045,432                             120,257         3.97%
    Other assets                                                1,267,842
    Less:  allowance for
     credit losses                                               (170,081)
        Total                                                 $13,143,193
                                                              ===========

    LIABILITIES AND
    SHAREHOLDERS' EQUITY
    Deposits:
      Demand -interest bearing                                 $4,703,500                              $3,588         0.30%
      Savings                                                   1,117,297                                 606         0.22%
      Other time                                                2,635,281                               8,749         1.32%
    Short-term borrowings                                         402,024                                  73         0.07%
    Junior subordinated debt                                      160,312                               2,869         7.12%
    Long-term debt                                                 33,500                                 349         4.14%
                                                                   ------                                 ---
      Total interest bearing
        liabilities and expense                                 9,051,914                              16,234         0.71%
    Demand deposits -
      noninterest bearing                                       2,482,168
    Other liabilities                                             154,694
      Total liabilities                                        11,688,776
    Shareholders' equity                                        1,454,417
      Total                                                   $13,143,193
                                                              ===========
    Net interest revenue                                                                             $104,023
                                                                                                     ========
    Net interest margin                                                                                               3.44%
    Net interest rate spread                                                                                          3.26%
    Interest bearing liabilities to
       interest earning assets                                                                                       75.15%

    Net interest tax equivalent adjustment                                                             $3,162



                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                    and Average Yields and Rates
                                                       (Dollars in thousands)
                                                             (Unaudited)
                                                   Quarter Ended
                                                 September 30, 2012
                                                 ------------------
                                                      Average                                                 Yield/
    (Taxable equivalent
     basis)                                           Balance                                Interest          Rate
                                                      -------                                --------          ----
    ASSETS
    Loans, loans held for sale,
      and leases net of
       unearned income                                         $8,835,590                            $107,756         4.85%
    Available-for-sale securities:
      Taxable                                                   2,022,294                               9,439         1.86%
      Tax-exempt                                                  458,907                               6,322         5.48%
    Short-term investments                                        607,987                                 401         0.26%
                                                                  -------                                 ---
      Total interest earning
        assets and revenue                                     11,924,778                             123,918         4.13%
    Other assets                                                1,273,521
    Less:  allowance for
     credit losses                                               (179,283)
        Total                                                 $13,019,016
                                                              ===========

    LIABILITIES AND
    SHAREHOLDERS' EQUITY
    Deposits:
      Demand -interest bearing                                 $4,704,896                              $3,889         0.33%
      Savings                                                   1,092,802                                 686         0.25%
      Other time                                                2,729,878                               9,482         1.38%
    Short-term borrowings                                         390,100                                  90         0.09%
    Junior subordinated debt                                      160,312                               2,875         7.13%
    Long-term debt                                                 33,500                                 349         4.14%
                                                                   ------                                 ---
      Total interest bearing
        liabilities and expense                                 9,111,488                              17,371         0.76%
    Demand deposits -
      noninterest bearing                                       2,328,948
    Other liabilities                                             146,423
      Total liabilities                                        11,586,859
    Shareholders' equity                                        1,432,157
      Total                                                   $13,019,016
                                                              ===========
    Net interest revenue                                                                             $106,547
                                                                                                     ========
    Net interest margin                                                                                               3.55%
    Net interest rate spread                                                                                          3.37%
    Interest bearing liabilities to
       interest earning assets                                                                                       76.41%

    Net interest tax equivalent adjustment                                                             $3,168



                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                    and Average Yields and Rates
                                                       (Dollars in thousands)
                                                             (Unaudited)
                                                   Quarter Ended
                                                   June 30, 2012
                                                   -------------
                                                      Average                                                 Yield/
    (Taxable equivalent
     basis)                                           Balance                                Interest          Rate
                                                      -------                                --------          ----
    ASSETS
    Loans, loans held for sale,
      and leases net of
       unearned income                                         $8,812,867                            $109,260         4.99%
    Available-for-sale securities:
      Taxable                                                   2,068,725                              10,298         2.00%
      Tax-exempt                                                  452,207                               6,478         5.76%
    Short-term investments                                        574,624                                 383         0.27%
                                                                  -------                                 ---
      Total interest earning
        assets and revenue                                     11,908,423                             126,419         4.27%
    Other assets                                                1,295,017
    Less:  allowance for
     credit losses                                               (185,209)
        Total                                                 $13,018,231
                                                              ===========

    LIABILITIES AND
    SHAREHOLDERS' EQUITY
    Deposits:
      Demand -interest bearing                                 $4,769,340                              $4,184         0.35%
      Savings                                                   1,074,912                                 691         0.26%
      Other time                                                2,815,753                              10,275         1.47%
    Short-term borrowings                                         376,545                                  85         0.09%
    Junior subordinated debt                                      160,312                               2,879         7.22%
    Long-term debt                                                 33,500                                 349         4.19%
                                                                   ------                                 ---
      Total interest bearing
        liabilities and expense                                 9,230,362                              18,463         0.80%
    Demand deposits -
      noninterest bearing                                       2,248,914
    Other liabilities                                             135,222
      Total liabilities                                        11,614,498
    Shareholders' equity                                        1,403,733
      Total                                                   $13,018,231
                                                              ===========
    Net interest revenue                                                                             $107,956
                                                                                                     ========
    Net interest margin                                                                                               3.65%
    Net interest rate spread                                                                                          3.47%
    Interest bearing liabilities to
       interest earning assets                                                                                       77.51%

    Net interest tax equivalent adjustment                                                             $3,215



                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                    and Average Yields and Rates
                                                       (Dollars in thousands)
                                                             (Unaudited)
                                                   Quarter Ended
                                                   March 31, 2012
                                                   --------------
                                                      Average                                                 Yield/
    (Taxable equivalent
     basis)                                           Balance                                Interest          Rate
                                                      -------                                --------          ----
    ASSETS
    Loans, loans held for sale,
      and leases net of
       unearned income                                         $8,852,792                            $110,407         5.02%
    Available-for-sale securities:
      Taxable                                                   2,058,859                              11,272         2.20%
      Tax-exempt                                                  449,082                               6,547         5.86%
    Short-term investments                                        603,988                                 401         0.27%
                                                                  -------                                 ---
      Total interest earning
        assets and revenue                                     11,964,721                             128,627         4.32%
    Other assets                                                1,325,795
    Less:  allowance for
     credit losses                                               (202,158)
        Total                                                 $13,088,358
                                                              ===========

    LIABILITIES AND
    SHAREHOLDERS' EQUITY
    Deposits:
      Demand -interest bearing                                 $4,960,060                              $4,449         0.36%
      Savings                                                   1,027,611                                 714         0.28%
      Other time                                                2,916,910                              11,291         1.56%
    Short-term borrowings                                         359,690                                  83         0.09%
    Junior subordinated debt                                      160,312                               2,879         7.22%
    Long-term debt                                                 33,500                                 349         4.19%
                                                                   ------                                 ---
      Total interest bearing
        liabilities and expense                                 9,458,083                              19,765         0.84%
    Demand deposits -
      noninterest bearing                                       2,139,371
    Other liabilities                                             127,195
      Total liabilities                                        11,724,649
    Shareholders' equity                                        1,363,709
      Total                                                   $13,088,358
                                                              ===========
    Net interest revenue                                                                             $108,862
                                                                                                     ========
    Net interest margin                                                                                               3.66%
    Net interest rate spread                                                                                          3.48%
    Interest bearing liabilities to
       interest earning assets                                                                                       79.05%

    Net interest tax equivalent adjustment                                                             $3,252



                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                    and Average Yields and Rates
                                                       (Dollars in thousands)
                                                             (Unaudited)
                                                   Quarter Ended
                                                 December 31, 2011
                                                 -----------------
                                                      Average                                                 Yield/
    (Taxable equivalent
     basis)                                           Balance                                Interest          Rate
                                                      -------                                --------          ----
    ASSETS
    Loans, loans held for sale,
      and leases net of
       unearned income                                         $9,022,010                            $114,094         5.02%
    Available-for-sale securities:
      Taxable                                                   2,083,983                              11,891         2.26%
      Tax-exempt                                                  425,960                               6,396         5.96%
    Short-term investments                                        386,405                                 253         0.26%
                                                                  -------                                 ---
      Total interest earning
        assets and revenue                                     11,918,358                             132,634         4.42%
    Other assets                                                1,336,426
    Less:  allowance for
     credit losses                                               (208,005)
        Total                                                 $13,046,779
                                                              ===========

    LIABILITIES AND
    SHAREHOLDERS' EQUITY
    Deposits:
      Demand -interest bearing                                 $4,714,059                              $4,737         0.40%
      Savings                                                     975,892                                 746         0.30%
      Other time                                                3,078,376                              13,104         1.69%
    Short-term borrowings                                         432,539                                  95         0.09%
    Junior subordinated debt                                      160,312                               2,871         7.11%
    Long-term debt                                                 33,500                                 350         4.15%
                                                                   ------                                 ---
      Total interest bearing
        liabilities and expense                                 9,394,678                              21,903         0.92%
    Demand deposits -
      noninterest bearing                                       2,248,904
    Other liabilities                                             134,292
      Total liabilities                                        11,777,874
    Shareholders' equity                                        1,268,905
      Total                                                   $13,046,779
                                                              ===========
    Net interest revenue                                                                             $110,731
                                                                                                     ========
    Net interest margin                                                                                               3.69%
    Net interest rate spread                                                                                          3.49%
    Interest bearing liabilities to
       interest earning assets                                                                                       78.83%

    Net interest tax equivalent adjustment                                                             $3,241




                    BancorpSouth, Inc.
           Reconciliation of Non-GAAP Measures
    (Dollars in thousands, except per share amounts)
                       (Unaudited)



                                                                                                                                                      December 31,                September 30,
                                                                                                                                                    ------------               -------------
                                                                                                                                                         2012             2011                        2012
                                                                                                                                                         ----             ----                        ----

    Tangible assets
    Total assets                                                                                                         $13,397,198              $12,995,851      $13,235,737
    Less:                                             Goodwill                                                                                        275,173          271,297                     275,173
                                                      Other identifiable intangible assets                                                             17,329           16,613                      17,932

    Total tangible assets                                                                                                $13,104,696              $12,707,941      $12,942,632

    Tangible shareholders' equity
    Total shareholders' equity                                                                                            $1,449,052               $1,262,912       $1,446,703
    Less:                                             Goodwill                                                                                        275,173          271,297                     275,173
                                                      Other identifiable intangible assets                                                             17,329           16,613                      17,932

    Total tangible shareholders' equity                                                                                   $1,156,550                 $975,002       $1,153,598

    Total shares outstanding                                                                                                                       94,437,552       83,483,796                  94,440,710

    Tangible shareholders' equity to tangible assets*                                                                         $12.25                   $11.68           $12.22
    Tangible book value per share**                                                                                                                      8.83%            7.67%                       8.91%


    *                                                  BancorpSouth, Inc. utilizes the ratio of tangible shareholders' equity to
                                                       tangible assets when
                                                      evaluating the performance of the Company.  Tangible shareholders' equity is defined by the
                                                       Company as total shareholders' equity less goodwill and other identifiable
                                                       intangible assets.
                                                       Tangible assets are defined by the Company as total assets less goodwill and other
                                                       identifiable
                                                       intangible assets.  Management believes the ratio of tangible shareholders' equity to
                                                       tangible assets
                                                       is important to investors who are interested in evaluating the adequacy of the Company's
                                                       capital levels.

    **                                                 BancorpSouth, Inc. utilizes tangible book value per share when evaluating
                                                       the performance
                                                       of the Company.  Tangible book value per share is defined by the
                                                       Company as tangible
                                                      shareholders' equity divided by total common shares outstanding.  Management believes that
                                                       tangible book value per share is important to investors who are interested
                                                       in changes from
                                                       period to period in book value per share exclusive of changes in
                                                       intangible assets.

SOURCE BancorpSouth, Inc.