e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2010 (September 13, 2010)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)


Mississippi	1-12991	64-0659571

(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)


One Mississippi Plaza 201 South Spring Street
Tupelo, Mississippi		38804

(Address of principal executive		(Zip Code)
offices)

Registrant’s telephone number, including area code (662) 680-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 — Regulation FD


Item 7.01.		Regulation FD Disclosure.

On September 13, 2010, BancorpSouth, Inc. will make a presentation at the Barclays Capital 2010 Global Financial Services Conference in New York. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Section 9 — Financial Statements and Exhibits


Item 9.01.		Financial Statements and Exhibits.

	(a)		Not applicable.

	(b)		Not applicable.

	(c)		Not applicable.

	(d)		Exhibits.

			Exhibit 99.1 Presentation by BancorpSouth, Inc. at the Barclays Capital 2010 Global Financial Services Conference on September 13, 2010

SIGNATURES

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


	BANCORPSOUTH, INC.
	By:	/s/ Cathy S. Freeman
		Cathy S. Freeman
		Executive Vice President and Corporate Secretary

Date: September 13, 2010

EXHIBIT INDEX


Exhibit Number		Description
99.1		Presentation by BancorpSouth, Inc. at the Barclays Capital 2010 Global Financial Services Conference on September 13, 2010

Exhibit 99.1

Investor Presentation Financial Information as of June 30, 2010 A Leading Regional Bank in the Mid-South

Forward Looking Information Certain statements contained in this presentation and the accompanying slides 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 reference to a future period or by the use of forward-looking terminology, such as “anticipate,” “believe,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “intend,” “could,” “would” or “plan,” or future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, statements about long-term prospects for shareholder value, the impact of the prevailing economy, results of operations, financial condition, and use of non-GAAP financial measures. We caution you not to place undue reliance on the forward-looking statements contained in this presentation, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, the ability of BancorpSouth to provide and market competitive products and services, the ability of BancorpSouth to manage growth and effectively serve an expanding customer and market base, changes in economic conditions, the ability of BancorpSouth to identify and enter new markets, changes in BancorpSouth’s operating or expansion strategy, changes in the national economy and in the economy in BancorpSouth’s market areas, the ability of BancorpSouth to attract, train and retain qualified personnel, changes in consumer preferences, geographic concentrations of BancorpSouth’s assets, the ability of BancorpSouth to implement and integrate new technologies, changes in business conditions, including, for example, changes in interest rates and regulatory changes, and other factors detailed from time to time in BancorpSouth’s press releases and filings with the Securities and Exchange Commission. BancorpSouth does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this presentation. Certain tabular presentations may not reconcile due to rounding. Unless otherwise noted, any quotes in this presentation can be attributed to company management. 2

Corporate Profile ³/4 $13.4 billion in assets ³/4A banking presence in 8 states ³/4310 locations ³/4A comprehensive line of financial products and services to individuals and to small- to mid-size businesses ³/4Traditional banking and non-interest products ³/4Nation’s 25thlargest insurance agency / brokerage operation Data as of June 30, 2010 Insurance ranking from Business Insurance Magazine as of December 31, 2009 3

Regional Management Structure 4

Pre-Tax Pre-Provision Earnings (Excludes fair market value adjustments for mortgage servicing rights) “We have a history of strong pre-tax pre-provision earnings.” Dollars in millions 5

Diversified Revenue Stream Mortgage lending Insurance 2% commissions Card and merchant 37% fees 15% Other Service charges 13% 29% Trust income 4% Percentages based on YTD data as of June 30, 2010 6

Mortgage Q1 — 09 Q2 — 09 Q3 — 09 Q4 — 09 Q1 — 10 Q2 — 10 MSR FMV Adjustment ($1.5) $5.0 ($2.7) $1.6 $0.0 ($8.3) Mortgage Production 9.2 9.0 4.8 7.0 5.0 6.0 Total Mortgage Revenue $7.7 $14.0 $2.1 $8.6 $5.0 ($2.3) MSR FMV Adjustment Mortgage Production $12.0 $6.0 $0.0 ( $6.0) ( $12.0) 09 9 09 0 09 10 10 — - — - — - 1 Q4 Q1Q Q2 Q3 Q2 Dollars in millions 7

Financial Highlights

Balance Sheet Information As of June 30, 2010 2009% Change Total assets $13,421 $13,298 0.9% Total earning assets 12,039 12,059 (0.2) Total securities 2,110 2,174 (2.9) Loans, net of unearned discount 9,647 9,761 (1.2) Allowance for credit losses (201) (139) 44.6 Total deposits 11,221 10,158 10.5 Short-term borrowings 485 1,231 (60.6) Common shareholders’ equity 1,240 1,275 (2.7) Book value per share $14.86 $15.30 (2.9) % Dollars in millions, except per share amounts 9

Operating Results Six Months Ended June 30, 2010 2009% Change Net interest revenue $221.2 $220.8 0.2% Provision for credit losses 105.8 32.5 225.5 Noninterest revenue 120.4 148.3 (18.8) Noninterest expense 240.5 244.0 (1.4) Income (loss) before income taxes (4.7) 92.6 (105.1) Income tax provision (benefit) (0.5) 29.3 (101.7) Net income (loss) ($4.2) $63.3 (106.6) % Net income (loss) per share: diluted ($0.05) $0.76 (106.6) % Dollars in millions, except per share amounts 10

Net Interest Margin 4.00% 3.71% 3.75% 3.50% 3.35% 3.25% 3.00% 2.75% Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08 Q4-08 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 11

Deposits “Strong growth in core deposits.” Total Deposits as of June 30 ($ in billions) $11.2 $10.4 $10.2 $11.0 $9.8 $9.6 $9.0 $9.0 $7.0 $5.0 2005 2006 2007 2008 2009 2010 7% 7% 17% AL TX AR 11% TN LA 9% MO 3% MS as of June 30, 2010 12 46% as of June 30, 201012

Deposit Growth Total Deposits as of June 30 ($ in billions) $11.2 $10.2 $12.0 CDs $10.0 th in Grow 3.3% $8.0 DDAs earing $6.0 est-B inInterowth % Gr $4.0 19.3$2.0 $0.0 2009 2010 Demand - Non-Interest Demand — Interest Savings CDs 13

Certificates of Deposit Average CD Maturity 10.7 Months 13.9 Months $3,900 3.50% $3,600 3.00% $3,300 2.50% $3,000 2.00% Q4-08 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Average Balance Average CD Rate Dollars in millions 14

Loans “Steady loan production in a challenging economic environment.” Loans Net of Unearned Income as of June 30 ($ in billions) CAGR = 6.48% $9.5 $9.8 $9.6 $11.0 $9.0 $9.0 $7.0 $7.6 $7.0 $5.0 $3.0 2005 2006 2007 2008 2009 2010 8% 8% TX AL 14% 11% TN AR 7% MO LA 9% MS 43% as of June 30, 2010 15

Balanced Loan Portfolio NPL as a Percent of Outstanding NPL Outstanding Consumer Mortgages $2,019 $44.4 2.20% Home Equity 555 1.7 0.30 Commercial — Non-Owner Occupied & Multi Family 1,795 46.5 2.59 Construction, Acquisition and Development 1,382 163.8 11.86 Commercial & Industrial — Non-Real Estate 1,483 13.9 0.94 Commercial & Industrial — Owner Occupied 1,408 18.9 1.34 Agricultural 260 4.6 1.77 Credit Cards 103 4.2 4.12 All Other 642 4.2 0.65 Total Loans $9,647 $302.2 3.13% % of Loans Outstanding Consumer Mortgages & Home Equity 10% 27% 15% Commercial — Non-Owner Occupied & Multi Family 15% 19% Construction, Acquisition & Development 14% Commercial & Industrial — Non-Real Estate Commercial & Industrial — Owner Occupied Agricultural, Credit Cards, & All Other As of June 30, 2010 Dollars in millions 16

Real Estate Construction, Acquisition and Development NPL as a Percent of Outstanding NPL Outstanding Multi-Family Construction $22 $11.7 52.98% 1-4 Family Construction 230 7.6 3.29 Recreation and All Other Loans 44 0.7 1.55 Commercial Construction 246 24.8 10.12 Commercial Acquisition and Development 270 16.1 5.95 Residential Acquisition and Development 570 102.9 18.06 Real Estate Construction A & D $1,382 $163.8 11.86% Outstanding $600 $500 $400 $300 $200 Loans $100 $0 Multi-Family 1-4 Family Recreation & All Commercial Commercial A & D Residential A & D Construction Construction Other Loans Construction As of June 30, 2010 Dollars in millions 17

Residential Acquisition and Development As of June 30, 2010 $140 $105 Residential A&D — NPLs Residential A&D — Performing $70 $35 $0 FL R S S N A er A M MMO TMSMS L — l -a E th Oth AL trMid NNWuTX Tupelo — o Cen S TN SW $650 $636 “The Residential A&D portfolio has $622 declined by 10.4% over the last year.” $606 $601 $600 $570 $550 $500 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Dollars in millions 18

Peer Group Comparison

Non-Performing Loans / Loans (NPLs include non-accruing loans, restructured loans, and loans 90+ days past due) 5.53% 6.00% 5.28% 5.44% 4.85% 5.00% 4.23% 4.00% 3.44% 3.00% 3.13% 2.43% 2.00% 1.91% 1.00% 1.14% 1.00% 0.76% 0.00% 3/31/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 20

Non-Performing Assets / Assets (NPAs include non-accruing loans, restructured loans, loans 90+ days past due, and OREO) 5.00% 4.32% 4.26% 4.11% 4.00% 3.43% 3.07% 2.55% 3.00% 2.76% 2.00% 2.23% 1.87% 1.00% 1.31% 1.12% 0.90% 0.00% 3/31/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 21

Net Charge-Offs / Average Loans 4.00% 3.21% 3.18% 3.32% 2.99% 2.90% 3.00% 2.25% 2.00% 2.08% 1.00% 1.27% 1.26% 0.68% 0.54% 0.55% 0.00% Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 22

Total Equity / Total Assets 11.00% 9.69% 9.69% 10.00% 9.59% 9.56% 9.58% 9.34% 9.33% 9.21% 9.20% 9.52% 9.66% 9.50% 9.00% 9.26% 9.18% 9.24% 8.50% 8.74% 8.00% 7.80% 7.00% 6/30/08 9/30/08 12/31/08 3/31/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 BXS SNL Bank BXS Equity is 100% Common Equity Peer Data from SNL Financial as of 8/30/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 23

Tangible Common Equity / Tangible Assets 9.00% 7.53% 7.64% 7.63% 8.00% 7.29% 7.52% 7.25% 7.15% 7.23% 7.12% 7.00% 6.00% 6.15% 5.71% 5.81% 5.00% 5.48% 4.54% 4.00% 4.45% 4.04% 3.56% 3.68% 3.00% 6/30/08 9/30/08 12/31/08 3/31/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 24

Dividend Growth $0.90 $0.85 $0.80 $0.75 $0.70 $0.65 $0.60 $0.55 $0.50 $0.45 $0.40 $0.35 $0.30 $0.25 $0.20 $0.15 $0.10 $0.05 $0.00 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Cash dividend per share of common stock 25

BancorpSouth’s common stock is traded on the New York Stock Exchange under the symbol BXS. Additional information can be found at www.bancorpsouth.com . Investor Inquiries: William L. Prater Chief Financial Officer BancorpSouth, Inc. 662-680-2536 bill.prater@bxs.com A Leading Regional Bank in the Mid-South

Appendix Reconciliation of Non-GAAP Measures This presentation contains financial information determined by methods other than those prescribed by accounting principles generally accepted in the United States (“GAAP’^J. Management uses these “non-GAAP” financial measures in its analysis of oui capital and performance. Management believes that tangible common equity to tangible assets is important to investors who are interested in evaluating the adequacy of our capital levels. Management believes that pre-tax, pre-provision earnings is important to investoE as it shows earnings trends without giving effect to loan loss provision. You should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP measures used by other companies. The limitations associated with these measures are the risks that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. Information provided in this Appendix reconciles these non-GAAP measures with comparable measures calculated in accordance with GAAP. As of As of As of As of As of As of As of As of As of 6/30/2008 9/30/2008 12/31/2008 3/31/2009 6/30/2009 9/30/2009 12/31/2009 3/31/2010 6/30/2010 (Period End Balances, Dollars in Thousands) Shareholders’ Equity —> A $1,233,775 $1,242,719 $1,240,260 $1,255,659 $1,274,947 $1,286,218 $1,276,296 $1,264,883 $1,240,259 Assets —> B 13,399,151 13,300,728 13,480,218 13,458,364 13,297,819 13,271,873 13,167,866 13,230,189 13,421,003 Intangibles —> C 301,896 300,624 297,131 295,867 295,639 294,444 293,629 292,614 291,631 Tangible Equity —> D=A-C 931,879 942,095 943,129 959,792 979,308 991,774 982,667 972,269 948,628 Tangible Assets —> E=B-C 13,097,255 13,000,104 13,183,087 13,162,497 13,002,180 12,977,429 12,874,236 12,937,575 13,129,373 Total Equity / Total Assets (%) — > F=A/B 9.21% 9.34% 9.20% 9.33% 9.59% 9.69% 9.69% 9.56% 9.24% Tangible Equity / Tangible Assets (%) — > G=D/E 7.12% 7.25% 7.15% 7.29% 7.53% 7.64% 7.63% 7.52% 7.23% Tangible Common Equity / Tangible Assets (%) — > G=D/E 7.12% 7.25% 7.15% 7.29% 7.53% 7.64% 7.63% 7.52% 7.23% Q1-08 Q2-08 Q3-08 Q4-08 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Net Interest Income Before Provision —> A $110,070 $109,843 $109,603 $111,321 $109,876 $110,940 $111,736 $112,347 $111,882 $109,329 Noninterest Income —> B 66,232 73,265 63,433 39,449 66,292 79,739 59,550 63,364 63,332 57,086 Noninterest Expense —> C 113,470 112,064 116,060 111,091 118,453 123,266 119,747 122,221 120,483 120,016 Fair Market Value Adjustment for Mortgage Servicing Rights —> D -2,187 6,243 407 -14,960 -1,511 5,005 -2,739 1,648 8 -8,323 Pre-Tax Pre-Provision Earnings, excluding MSR Adj —> E=A+B-C-D 65,018 64,801 56,569 54,639 59,226 62,409 54,278 51,843 54,723 54,723