8-K

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): October 20, 2006 (October 19, 2006)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi	38804
(Address of principal executive offices)	(Zip Code)

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

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

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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE 10/19/06

Section 2 — Financial Information

  Item 2.02. Results of Operations and Financial Condition.

     On October 19, 2006, BancorpSouth, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2006. A copy of the press release 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      Press release issued on October 19, 2006 by BancorpSouth, Inc.

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/ L. Nash Allen, Jr.
	L. Nash Allen, Jr.
	Treasurer and Chief Financial Officer

Date: October 19, 2006

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press Release issued on October 19, 2006 by BancorpSouth, Inc.

EX-99.1

EXHIBIT 99.1

News Release

Contact:
L. Nash Allen, Jr.	Gary C. Bonds
Treasurer and Chief Financial Officer	Senior Vice President and Controller
662/680-2330	662/680-2332

BancorpSouth Reports Third Quarter 2006 Earnings per Diluted Share of $0.38,
Up 31.0% from $0.29 for Third Quarter 2005

TUPELO, Miss., Oct. 19, 2006/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the third quarter and nine months ended September 30, 2006.

     Highlights of the third quarter of 2006 included:

• Growth in earnings per diluted share to $0.38 for the third quarter of 2006, an increase of 31.0 percent from $0.29 for the third quarter of 2005.

• A 9.6 percent increase in loans and leases, net of unearned interest, compared to the third quarter of 2005.

• An increase in the net interest margin for the third quarter to 3.66 percent from 3.61 percent for the third quarter of 2005, representing the seventh consecutive comparable quarter expansion.

• A reduction in annualized net charge-offs to 0.07 percent of average loans for the third quarter from 0.27 percent for the third quarter of 2005 and 0.18 percent for the second quarter of 2006.

• An increase of 18.4 percent in insurance commission revenues, marking the third consecutive quarter of growth since the hurricane-affected third and fourth quarters of 2005.

• Further geographic expansion, with the opening of a full-service bank office in Destin, Florida during the third quarter, which marks the Company’s entry into Florida, the seventh state in which it conducts operations. In addition, after the quarter’s end, BancorpSouth expanded its insurance operations to a fourth state with the opening of an office in Mobile, Alabama, and the bank announced the opening of a loan production office in Lafayette, Louisiana.

Third Quarter 2006 Summary Results

BancorpSouth’s net income increased 34.0 percent for the third quarter of 2006 to $30.6 million from $22.9 million for the third quarter of 2005. Net income per diluted share for the third quarter of 2006 increased 31.0 percent to $0.38 from $0.29 for the third quarter of 2005.

The Company’s earnings growth for the third quarter of 2006 when compared with the third quarter of 2005 included a net pre-tax negative impact of $4.3 million related to changes in value of the Company’s mortgage servicing asset. In addition, the Company’s earnings for the third quarter of 2005 included a pre-tax negative impact of $12.8 million related to Hurricane Katrina.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, remarked, “BancorpSouth achieved solid results for the third quarter of 2006. We produced our strongest rates of growth in our loan portfolio and in insurance commission revenues since the third quarter of 2005, when our results began to be affected by Hurricane Katrina. Credit quality remained very sound during the latest quarter, with a continued low level of net charge-offs. We generated a comparable quarter increase in net interest margin in spite of a difficult interest rate environment. We are also pleased to be continuing our geographic expansion strategy by entering attractive growth markets with new services both within our existing footprint and in our new Florida market.”

Net Interest Revenue

Interest revenue for the third quarter of 2006 increased 23.6 percent, or $33.5 million, to $175.2 million from $141.8 million for the third quarter of 2005 and increased 4.7 percent from $167.4 million for the second quarter of 2006. Interest expense increased 47.8 percent, or $25.5 million, to $78.8 million for the third quarter of 2006 from $53.3 million for the third quarter of 2005 and 12.4 percent from $70.2 million for the second quarter of 2006.

The average taxable equivalent yield on earning assets increased to 6.58 percent for the third quarter of 2006 from 5.74 percent for the third quarter of 2005 and 6.39 percent for the second quarter of 2006. The average rate paid on interest bearing liabilities was 3.49 percent for the third quarter of 2006, compared with 2.54 percent for the third quarter of 2005 and 3.17 percent for the second quarter of 2006.

Net interest revenue increased 9.0 percent to $96.4 million for the third quarter of 2006 from $88.4 million for the third quarter of 2005 and declined 0.8 percent from $97.2 million for the second quarter of 2006. Net interest margin was 3.66 percent for the third quarter of 2006 compared with 3.61 percent for the third quarter of 2005 and 3.75 percent for the second quarter of 2006.

Patterson continued, “The growth in our net interest revenue and net interest margin for the third quarter of 2006 versus the comparable prior-year period reflected the beneficial impact of the same conservative asset/liability management strategies that have produced improvement in our net interest margin for the previous six comparable quarter periods. With longer-term interest rates moderating during the third quarter compared with the second quarter of 2006, increased pressure on asset yields limited our ability to match the rise in average rate paid on interest bearing liabilities. As a result, we experienced a slight sequential quarter decline in net interest revenue and net interest margin for the third quarter from the second quarter of 2006. We will continue to adjust our asset/liability strategies to manage the impact of changing interest rates within the framework of our established asset/liability management guidelines.”

Deposit and Loan Activity

Total assets at September 30, 2006 increased 7.2 percent to $11.9 billion from $11.1 billion at September 30, 2005. Total deposits grew 2.9 percent to $9.5 billion at September 30, 2006 from $9.2 billion at September 30, 2005. Loans and leases, net of unearned interest, increased 9.6 percent to $7.8 billion at September 30, 2006 from $7.1 billion at September 30, 2005.

“We were pleased with our loan growth rate for the quarter,” said Patterson. “It is the highest quarterly rate we’ve achieved since the second quarter last year. Loan demand on the Mississippi Gulf Coast is growing but remains relatively low. Loan demand in most of our more urban markets, especially those into which we have expanded in recent years, has continued to increase, reflecting a growing economy. The impact of higher interest rates since the third quarter of 2005 was evident in our deposit mix for the latest quarter. Although noninterest bearing demand deposits increased 6.7% for the quarter, interest bearing demand deposits declined 4.4% as consumers sought higher yields. This transition was partially responsible for the 6.2% increase in savings and other time deposits for the recent quarter compared with the third quarter of 2005.”

Provision for Credit Losses and Allowance for Credit Losses

For the third quarter of 2006, the provision for credit losses was $2.5 million, a decline of 82.8 percent compared with $14.7 million for the third quarter of 2005, and 29.6 percent from $3.6 million for the second quarter of 2006. For the third quarter of 2005, $10.4 million of the provision for credit losses were related to the impact of Hurricane Katrina. Annualized actual net charge-offs were 0.07 percent of average loans and leases for the third quarter of 2006 compared with 0.27 percent for the third quarter of 2005 and 0.18 percent for the second quarter of 2006.

Non-performing loans and leases increased 5.1 percent nominally to $25.1 million, or 0.32 percent of loans and leases, at September 30, 2006, from $23.9 million, or 0.34 percent of loans and leases, at September 30, 2005, and 2.9 percent from $24.4 million, or 0.32 percent of loans and leases, at June 30, 2006. The allowance for credit losses was 1.25 percent of loans and leases at September 30, 2006, compared with 1.43 percent of loans and leases at September 30, 2005, and 1.27 percent of loans and leases at June 30, 2006.

Patterson commented, “Credit quality remains a key operating metric for BancorpSouth, and we are pleased with the continuing improvements we have achieved. With annualized charge-offs for the quarter at a rate of less than one-tenth of one percent, our allowance for credit losses remained a double-digit multiple of our rate of annualized charge-offs for the quarter and the year to date.”

Noninterest Revenue

Noninterest revenue increased 2.2 percent to $49.2 million for the third quarter of 2006 from $48.2 million for the third quarter of 2005. As previously noted, these results include the impact of a $4.3 million net decline in mortgage revenue related to changes in the value of BancorpSouth’s mortgage servicing asset for the third quarter of 2006 compared with the third quarter of 2005. Excluding this decline, noninterest revenue expanded 11.4 percent for the third quarter of 2006 compared with the third quarter of 2005.

“We achieved record quarterly insurance commission revenues for the third quarter of 2006, as our organic growth increased these revenues by 18.4% compared with the third quarter of 2005,” said Patterson. “We are continuing to experience significant growth related to the aftermath of Hurricane Katrina in our Mississippi insurance operations, which are headquartered in Gulfport, as well as in our Louisiana insurance operations, which are headquartered in Baton Rouge. Through the opening of our new insurance operation in Mobile, Alabama we believe we have positioned BancorpSouth to participate in a more meaningful way in the long-term growth opportunities inherent in the rebuilding of the Gulf Coast.”

Noninterest Expense

Noninterest expense increased 10.2 percent to $98.7 million for the third quarter of 2006 from $89.5 million for the third quarter of 2005 and increased 0.3 percent from $98.3 million for the second quarter of 2006. The growth in noninterest expense primarily resulted from additional salaries, employee benefits and occupancy expense associated with the acquisition of American State Bank Corporation and the opening of seven new loan production offices and seven new full-service branch bank offices since the end of the third quarter last year.

Capital Management

BancorpSouth did not repurchase any of its common stock during the third quarter of 2006. Previously, the Company has repurchased 735,500 shares under the stock repurchase plan authorized in April 2005 for the repurchase of up to three million shares. Combined with the shares repurchased under earlier plans, BancorpSouth has repurchased approximately 11.3 million shares of its common stock as of the end of the third quarter of 2006, or approximately 13.4 percent of the shares outstanding when the original share repurchase program was initiated in 2001. BancorpSouth will continue to evaluate additional share repurchases under the April 2005 plan, which authorizes these repurchases during a two-year period expiring April 30, 2007.

Summary

Patterson concluded, “BancorpSouth’s operating and financial performance for the third quarter and first nine months of 2006 demonstrates the continuing potential we have for further long-term profitable growth. Through a consistent expansion strategy, we are well positioned in attractive growth markets in our core six-state franchise, and in Florida we have just established our initial presence in one of the fastest growing states in the country. In addition to the normal growth we anticipate our broad mid-South market to generate in an expanding economy, the rebuilding of the Gulf Coast region represents a long-term growth opportunity for BancorpSouth of unprecedented scale for our organization. With the many significant opportunities before us, we believe it is more important than ever to adhere to our conservative operating philosophies and our customer-centric service culture that have driven our history of growth in earnings and shareholder value.”

Conference Call

BancorpSouth will conduct a conference call to discuss its second quarter results tomorrow, October 20, 2006, 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 may include, without limitation, statements relating to the ability of the mid-South market to generate growth in an expanding economy, the importance of adhering to our conservative operating philosophies and our customer focused service culture, growth opportunities for our financial services as the Gulf Coast rebuilds, repurchases under our common stock repurchase plan, our role in rebuilding and contributing to growth of the Gulf Coast and our ability to participate in long-term growth opportunities in the Mississippi Gulf Coast area.

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 due to a variety of factors. These factors may include, but are not limited to, the rate of economic recovery in the region affected by Hurricane Katrina, changes in economic conditions and government fiscal and monetary policies, fluctuations in prevailing interest rates and the ability of BancorpSouth to manage its assets and liabilities to limit exposure to changing interest rates, the ability of BancorpSouth to increase noninterest revenue and expand noninterest revenue business, the ability of BancorpSouth to maintain credit quality, changes in laws and regulations affecting financial service companies in general, the ability of BancorpSouth to compete with other financial services companies, the ability of BancorpSouth to provide and market competitive services and products, changes in BancorpSouth’s operating or expansion strategy, geographic concentration of BancorpSouth’s assets, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, the ability of

BancorpSouth to achieve profitable growth and increase shareholder value, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to repurchase its common stock on favorable terms, the ability of BancorpSouth to identify, close and effectively integrate potential acquisitions, the ability of BancorpSouth to expand geographically and enter fast-growing markets, changes in consumer preferences, other factors generally understood to affect the financial results of financial services companies, and other factors described from time to time in BancorpSouth’s filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi with approximately $11.9 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 282 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Tennessee and Texas.

BancorpSouth, Inc.
Selected Financial Data

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
(Dollars in thousands, except per share amounts)
Earnings Summary:
Net interest revenue	$	96,398		$	88,441		$	289,548		$	263,288
Provision for credit losses		2,526			14,725			2,252			22,492
Noninterest revenue		49,234			48,163			155,604			145,105
Noninterest expense		98,661			89,513			293,013			269,777
Income before income taxes		44,445			32,366			149,887			116,124
Income tax provision		13,818			9,507			46,016			35,730
Net income	$	30,627		$	22,859		$	103,871		$	80,394
Earning per share: Basic	$	0.39		$	0.29		$	1.31		$	1.03
Diluted	$	0.38		$	0.29		$	1.31		$	1.02
Balance sheet data at September 30:
Total assets							$	11,859,942		$	11,065,258
Total earning assets								10,747,814			10,093,364
Loans and leases, net of unearned income								7,773,682			7,091,063
Allowance for credit losses								97,391			101,067
Total deposits								9,492,374			9,221,267
Common shareholders’ equity								1,031,359			940,878
Book value per share								13.03			12.02
Average balance sheet data:
Total assets	$	11,810,572		$	10,892,408		$	11,778,913		$	10,853,207
Total earning assets		10,719,354			9,964,477			10,692,252			9,925,937
Loans and leases, net of unearned income		7,668,909			7,070,963			7,506,656			6,979,161
Total deposits		9,447,788			9,045,611			9,579,602			9,034,266
Common shareholders’ equity		1,017,859			934,915			995,576			926,098
Non-performing assets at September 30:
Non-accrual loans and leases							$	6,289		$	8,103
Loans and leases 90+ days past due								16,859			13,539
Restructured loans and leases								1,952			2,240
Other real estate owned								11,808			15,357
Net charge-offs as a percentage of average loans (annualized)		0.07	%		0.27	%		0.11	%		0.25	%
Performance ratios (annualized):
Return on average assets		1.03	%		0.83	%		1.18	%		0.99	%
Return on common equity		11.94	%		9.70	%		13.95	%		11.61	%
Net interest margin		3.66	%		3.61	%		3.71	%		3.64	%
Average shares outstanding — basic		79,104,471			78,223,549			79,154,443			78,216,092
Average shares outstanding — diluted		79,577,609			78,570,139			79,552,314			78,559,901

BancorpSouth, Inc.
Consolidated Balance Sheet
(Unaudited)

	September 30,
							%
	2006			2005			Change
	(Dollars in thousands)
Assets
Cash and due from banks	$	377,005		$	370,403			1.78	%
Interest bearing deposits with other banks		7,231			15,431			(53.14	%)
Held-to-maturity securities, at amortized cost		1,684,483			1,255,874			34.13	%
Available-for-sale securities, at fair value		1,184,976			1,455,856			(18.61	%)
Trading securities, at fair value		—			1,983			N/A
Federal funds sold and securities purchased under agreement to resell		20,851			194,186			(89.26	%)
Loans and leases		7,819,408			7,122,212			9.79	%
Less: Unearned income		(45,726	)		(31,149	)		46.80	%
Allowance for credit losses		(97,391	)		(101,067	)		(3.64	%)
Net loans and leases		7,676,291			6,989,996			9.82	%
Loans held for sale		76,590			78,970			(3.01	%)
Premises and equipment, net		281,349			240,141			17.16	%
Accrued interest receivable		92,099			71,046			29.63	%
Goodwill		143,700			109,239			31.55	%
Other assets		315,367			282,133			11.78	%
Total Assets	$	11,859,942		$	11,065,258			7.18	%
Liabilities
Deposits:
Demand: Noninterest bearing	$	1,753,566		$	1,643,309			6.71	%
Interest bearing		2,775,033			2,902,527			(4.39	%)
Savings		728,168			711,909			2.28	%
Other time		4,235,607			3,963,522			6.86	%
Total deposits		9,492,374			9,221,267			2.94	%
Federal funds purchased and securities sold under agreement to repurchase		715,108			499,552			43.15	%
Other short-term borrowings		200,000			—			N/A
Accrued interest payable		37,349			25,821			44.65	%
Junior subordinated debt securities		144,847			138,145			4.85	%
Long-term debt		136,096			137,594			(1.09	%)
Other liabilities		102,809			102,001			0.79	%
Total Liabilities		10,828,583			10,124,380			6.96	%
Shareholders’ Equity
Common stock		197,828			195,685			1.10	%
Capital surplus		112,644			84,456			33.38	%
Accumulated other comprehensive income (loss)		(13,879	)		(10,313	)		34.58	%
Retained earnings		734,766			671,050			9.49	%
Total Shareholders’ Equity		1,031,359			940,878			9.62	%
Total Liabilities & Shareholders’ Equity	$	11,859,942		$	11,065,258			7.18	%

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

	Quarter Ended											Year To Date
	Sept 2006		Jun 2006		Mar 2006			Dec 2005		Sept 2005		Sept 2006		Sept 2005
INTEREST REVENUE:
Loans and leases	$	143,712	$	134,569	$	127,200		$	121,243	$	115,800	$	405,481	$	329,479
Deposits with other banks		295		176		141			177		166		612		417
Federal funds sold and securities purchased under agreement to resell		609		976		2,846			3,052		1,061		4,431		1,649
Held-to-maturity securities:
Taxable		16,107		16,048		14,323			10,461		9,160		46,478		28,377
Tax-exempt		2,017		2,077		1,887			1,696		1,667		5,981		4,822
Available-for-sale securities:
Taxable		10,405		11,389		10,904			11,048		11,761		32,698		38,271
Tax-exempt		1,215		1,276		1,363			1,400		1,481		3,854		4,649
Loans held for sale		878		871		1,238			920		686		2,987		2,275
Total interest revenue		175,238		167,382		159,902			149,997		141,782		502,522		409,939
INTEREST EXPENSE:
Deposits		62,964		57,430		53,133			47,970		44,790		173,527		123,127
Federal funds purchased and securities sold under agreement to repurchase		8,498		6,549		5,902			4,896		3,692		20,949		8,443
Other		7,378		6,182		4,938			4,861		4,859		18,498		15,081
Total interest expense		78,840		70,161		63,973			57,727		53,341		212,974		146,651
Net interest revenue		96,398		97,221		95,929			92,270		88,441		289,548		263,288
Provision for credit losses		2,526		3,586		(3,860	)		1,975		14,725		2,252		22,492
Net interest revenue, after provision for credit losses		93,872		93,635		99,789			90,295		73,716		287,296		240,796
NONINTEREST REVENUE:
Mortgage lending		41		3,720		3,176			2,191		4,207		6,937		7,382
Service charges		17,354		17,489		15,450			15,852		15,860		50,293		46,997
Trust income		2,344		2,325		2,016			2,412		2,161		6,685		6,054
Security gains, net		9		17		10			11		20		36		461
Insurance commissions		17,556		16,411		17,445			14,411		14,830		51,412		45,187
Other		11,930		13,638		14,673			18,831		11,085		40,241		39,024
Total noninterest revenue		49,234		53,600		52,770			53,708		48,163		155,604		145,105
NONINTEREST EXPENSES:
Salaries and employee benefits		58,453		58,376		57,573			53,959		52,173		174,402		157,992
Occupancy, net of rental income		8,598		7,759		7,442			7,133		6,751		23,799		20,004
Equipment		5,896		5,822		5,763			5,592		5,501		17,481		16,588
Other		25,714		26,387		25,230			25,642		25,088		77,331		75,193
Total noninterest expenses		98,661		98,344		96,008			92,326		89,513		293,013		269,777
Income before income taxes		44,445		48,891		56,551			51,677		32,366		149,887		116,124
Income tax expense		13,818		13,392		18,806			16,871		9,507		46,016		35,730
Net income	$	30,627	$	35,499	$	37,745		$	34,806	$	22,859	$	103,871	$	80,394
Net income per share: Basic	$	0.39	$	0.45	$	0.48		$	0.44	$	0.29	$	1.31	$	1.03
Diluted	$	0.38	$	0.45	$	0.47		$	0.44	$	0.29	$	1.31	$	1.02

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

	Quarter Ended
	September 30, 2006
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,723,076		$	145,396		7.47	%
Held-to-maturity securities:
Taxable		1,521,496			16,107		4.20	%
Tax-exempt		185,576			3,103		6.63	%
Available-for-sale securities:
Taxable		1,124,841			10,406		3.67	%
Tax-exempt		102,493			1,869		7.24	%
Short-term investments		61,872			904		5.79	%
Total interest earning assets and revenue		10,719,354			177,785		6.58	%
Other assets		1,189,529
Less: allowance for credit losses		(98,311	)
Total	$	11,810,572
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,771,419		$	15,514		2.22	%
Savings		741,102			2,089		1.12	%
Other time		4,236,396			45,361		4.25	%
Short-term borrowings		922,735			10,920		4.70	%
Junior subordinated debt		144,847			2,968		8.13	%
Long-term debt		136,229			1,988		5.79	%
Total interest bearing liabilities and expense		8,952,728			78,840		3.49	%
Demand deposits - noninterest bearing		1,698,871
Other liabilities		141,114
Total liabilities		10,792,713
Shareholders’ equity		1,017,859
Total	$	11,810,572
Net interest revenue				$	98,945
Net interest margin							3.66	%
Net interest rate spread							3.09	%
Interest bearing liabilities to interest earning assets							83.52	%
Net interest tax equivalent adjustment				$	2,547

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

	Quarter Ended
	September 30, 2005
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,134,292		$	117,099		6.51	%
Held-to-maturity securities:
Taxable		1,055,292			9,160		3.44	%
Tax-exempt		143,832			2,565		7.08	%
Available-for-sale securities:
Taxable		1,371,425			11,761		3.40	%
Tax-exempt		127,041			2,278		7.12	%
Short-term investments		132,595			1,228		3.67	%
Total interest earning assets and revenue		9,964,477			144,091		5.74	%
Other assets		1,023,258
Less: allowance for credit losses		(95,327	)
Total	$	10,892,408
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,843,192		$	10,673		1.49	%
Savings		718,875			1,458		0.80	%
Other time		3,978,600			32,659		3.26	%
Short-term borrowings		519,901			3,757		2.87	%
Junior subordinated debt		138,145			2,781		7.99	%
Long-term debt		137,716			2,013		5.80	%
Total interest bearing liabilities and expense		8,336,429			53,341		2.54	%
Demand deposits - noninterest bearing		1,504,944
Other liabilities		116,120
Total liabilities		9,957,493
Shareholders’ equity		934,915
Total	$	10,892,408
Net interest revenue				$	90,750
Net interest margin							3.61	%
Net interest rate spread							3.20	%
Interest bearing liabilities to interest earning assets							83.66	%
Net interest tax equivalent adjustment				$	2,309

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

	Year to Date
	September 30, 2006
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,569,732		$	410,681		7.25	%
Held-to-maturity securities:
Taxable		1,512,148			46,478		4.11	%
Tax-exempt		183,591			9,202		6.70	%
Available-for-sale securities:
Taxable		1,174,969			32,698		3.72	%
Tax-exempt		109,511			5,930		7.24	%
Short-term investments		142,301			5,042		4.74	%
Total interest earning assets and revenue		10,692,252			510,031		6.38	%
Other assets		1,185,114
Less: allowance for credit losses		(98,453	)
Total	$	11,778,913
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,926,723		$	43,916		2.01	%
Savings		752,693			5,826		1.03	%
Other time		4,184,075			123,784		3.96	%
Short-term borrowings		768,293			24,638		4.29	%
Junior subordinated debt		144,847			8,826		8.15	%
Long-term debt		136,605			5,984		5.86	%
Total interest bearing liabilities and expense		8,913,236			212,974		3.20	%
Demand deposits - noninterest bearing		1,716,111
Other liabilities		153,990
Total liabilities		10,783,337
Shareholders’ equity		995,576
Total	$	11,778,913
Net interest revenue				$	297,057
Net interest margin							3.71	%
Net interest rate spread							3.18	%
Interest bearing liabilities to interest earning assets							83.36	%
Net interest tax equivalent adjustment				$	7,509

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

	Year to Date
	September 30, 2005
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,049,618		$	333,488		6.32	%
Held-to-maturity securities:
Taxable		1,073,473			28,378		3.53	%
Tax-exempt		139,909			7,418		7.09	%
Available-for-sale securities:
Taxable		1,449,220			38,271		3.53	%
Tax-exempt		132,451			7,153		7.22	%
Short-term investments		81,266			2,065		3.40	%
Total interest earning assets and revenue		9,925,937			416,773		5.61	%
Other assets		1,020,612
Less: allowance for credit losses		(93,342	)
Total	$	10,853,207
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,835,907		$	27,250		1.28	%
Savings		744,098			4,516		0.81	%
Other time		3,988,451			91,361		3.06	%
Short-term borrowings		500,855			9,164		2.45	%
Junior subordinated debt		138,145			8,307		8.04	%
Long-term debt		138,087			6,053		5.86	%
Total interest bearing liabilities and expense		8,345,543			146,651		2.35	%
Demand deposits - noninterest bearing		1,465,810
Other liabilities		115,756
Total liabilities		9,927,109
Shareholders’ equity		926,098
Total	$	10,853,207
Net interest revenue				$	270,122
Net interest margin							3.64	%
Net interest rate spread							3.26	%
Interest bearing liabilities to interest earning assets							84.08	%
Net interest tax equivalent adjustment				$	6,834