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): January 19, 2007 (January 18, 2007)

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 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

Section 2 — Financial Information

   Item 2.02. Results of Operations and Financial Condition.

     On January 18, 2007, BancorpSouth, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 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 January 18, 2007 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: January 18, 2007

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press Release issued on January 18, 2007 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 Fourth Quarter 2006 Earnings of $0.27 per Diluted Share

Earns $1.57 per Diluted Share for Full-Year 2006

TUPELO, Miss., Jan. 18, 2007/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the fourth quarter and year ended December 31, 2006.

     Salient points of the announcement include:

• Earnings per diluted share for 2006 of $1.57, an increase of 6.8 percent compared with $1.47 for 2005.

• Growth in net interest revenue of 8.5 percent for 2006 compared with 2005.

• An increase in the net interest margin for 2006 to 3.70 percent from 3.64 percent for 2005.

• Continuing high credit quality with an 18.6 percent reduction in non-performing loans and leases at the end of 2006 from the end of 2005.

• Substantial growth in insurance commission revenues, which increased 15.1 percent for 2006 from 2005 and 19.2 percent for the fourth quarter of 2006 from the fourth quarter of 2005.

• Additional non-recurring income tax expense for the fourth quarter of 2006 of $6.8 million, or $0.08 per diluted share.

• The signing of a definitive agreement to acquire City Bancorp, the parent company of The Signature Bank headquartered in Springfield, Missouri, which has assets in excess of $800 million and which, with offices in Springfield and the suburbs of St. Louis, brings BancorpSouth its initial access to strong markets in its eighth contiguous state. The announcement of this agreement complemented the fourth-quarter opening of a loan

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Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000
BancorpSouth, Inc. is a financial holding company.

BXS Announces Fourth Quarter Results
Page 2
January 18, 2007

production office in Lafayette, Louisiana and the expansion of BancorpSouth’s insurance operations to a fourth state with the opening of a new office in Mobile, Alabama.

Fourth Quarter 2006 Summary Results

BancorpSouth’s net income was $21.3 million, or $0.27 per diluted share, for the fourth quarter of 2006, compared with $34.8 million, or $0.44 per diluted share, for the fourth quarter of 2005. The Company’s earnings for the fourth quarter of 2006 included a pre-tax negative impact of $4.0 million, or $0.03 per diluted share after tax, related to a decline in value of its mortgage servicing asset while earnings for the fourth quarter of 2005 included a pre-tax negative impact of $1.1 million, or $0.01 per diluted share after tax, as a result of a decline in the value of the mortgage servicing asset. The fourth quarter of 2006 was also negatively impacted by $6.8 million, or $0.08 per diluted share, in additional income tax expense. This non-recurring provision for income taxes is the result of a statutory limitation identified in the fourth quarter of 2006 that prevents the Company from recovering excess income taxes paid in a prior year. In addition, the Company’s earnings for the fourth quarter of 2005 benefited from a pre-tax gain of $6.9 million from insurance proceeds related to Hurricane Katrina and a $2.8 million reduction in the Company’s previous provision for credit losses related to the hurricane. The impact of these two non-recurring items increased earnings for the fourth quarter of 2005 by $0.07 per diluted share.

2006 Summary Results

BancorpSouth’s net income for 2006 was $125.2 million, or $1.57 per diluted share, up from $115.2 million, or $1.47 per diluted share, for 2005. The Company’s earnings for 2006 when compared with 2005 included a net pre-tax negative impact of $2.6 million, or $0.02 per diluted share after tax, related to changes in value of the Company’s mortgage servicing asset and $6.8 million, or $0.08 per diluted share, in additional income tax expense as discussed above.

Commenting on the announcement, Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, said, “BancorpSouth produced profitable results for the fourth quarter of 2006, contributing to our 8.7% earnings growth for the full year. While fourth quarter growth in our traditional banking business did not keep pace with the rest of the year — reflecting a difficult interest rate environment and mixed economic signals — our insurance business produced a fourth consecutive comparable quarter of accelerating revenue growth. We were also pleased with the continued successful implementation of our organic and acquisition expansion strategies, which, as most recently demonstrated by our agreement to acquire The Signature Bank, enhance our Company’s potential for long-term profitable growth and increased shareholder value.”

Net Interest Revenue

Interest revenue for the fourth quarter of 2006 increased 19.6 percent, or $29.4 million, to $179.4 million from $150.0 million for the fourth quarter of 2005 and increased 2.4 percent from $175.2 million for the third quarter of 2006. Interest expense increased 44.0 percent, or $25.4 million,

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BXS Announces Fourth Quarter Results
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January 18, 2007

to $83.1 million for the fourth quarter of 2006 from $57.7 million for the fourth quarter of 2005 and 5.4 percent from $78.8 million for the third quarter of 2006.

The average taxable equivalent yield on earning assets increased to 6.70 percent for the fourth quarter of 2006 from 5.86 percent for the fourth quarter of 2005 and 6.58 percent for the third quarter of 2006. The average rate paid on interest bearing liabilities was 3.67 percent for the fourth quarter of 2006, compared with 2.69 percent for the fourth quarter of 2005 and 3.49 percent for the third quarter of 2006.

Net interest revenue increased 4.3 percent to $96.3 million for the fourth quarter of 2006 from $92.3 million for the fourth quarter of 2005 and declined 0.2 percent from $96.4 million for the third quarter of 2006. Net interest margin was 3.64 percent for the fourth quarter of 2006 compared with 3.64 percent for the fourth quarter of 2005 and 3.66 percent for the third quarter of 2006.

Patterson continued, “While we experienced a 4.3 percent growth in net interest revenue, our flat net interest margin illustrates the challenge posed by an inverted yield curve to our asset/liability management. With interest rates generally higher for shorter maturities than for longer maturities, the average rate paid on our interest-bearing liabilities rose at a faster pace than the average yield on our earning assets. As a result of our ongoing efforts to manage our balance sheet to reduce our interest rate sensitivity, our fourth quarter net interest margin was the same as the net interest margin for the fourth quarter of 2005 and essentially level with that for the third quarter of 2006. We will continue to implement our asset/liability management strategies throughout the interest rate cycle, focusing on loan growth, careful and competitive pricing of interest-bearing liabilities and maintaining relatively short-term maturities in our investment portfolio.”

Deposit and Loan Activity

Total assets at December 31, 2006 increased 2.2 percent to $12.0 billion from $11.8 billion at December 31, 2005. Total deposits grew 1.1 percent to $9.7 billion at December 31, 2006 from $9.6 billion at December 31, 2005. Loans and leases, net of unearned income, increased 6.9 percent to $7.9 billion at December 31, 2006 from $7.4 billion at December 31, 2005.

Patterson added, “We were pleased with BancorpSouth’s loan growth for the fourth quarter of 2006, a historically slow quarter for us because of the holiday season. Loan demand continued to be driven by many of our higher growth and more urban markets, supporting our positive expectations about the acquisition of The Signature Bank, which, when complete, will take BancorpSouth into both the largest and the third largest markets in Missouri. We also continue to expect significant long-term loan demand from the rebuilding of the Mississippi Gulf Coast, where BancorpSouth remains well positioned to play a significant role in that market in the years ahead.

“Consistent with our experience for the third quarter of 2006, our deposit base continued to be affected by increased interest rates. While we produced a 1.0 percent increase in non-interest

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BXS Announces Fourth Quarter Results
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January 18, 2007

bearing demand deposits for the fourth quarter of 2006 from the fourth quarter of 2005, interest-bearing demand deposits decreased 3.7 percent and savings and other time deposits increased 4.0 percent over the same periods. This shift was the result of consumers seeking higher yields, as well as our competitive response to the needs of our core customers.”

Provision for Credit Losses and Allowance for Credit Losses

For the fourth quarter of 2006, the provision for credit losses was $6.3 million compared with $2.0 million for the fourth quarter of 2005 and $2.5 million for the third quarter of 2006. Annualized actual net charge-offs were 0.25 percent of average loans and leases for the fourth quarter of 2006 compared with 0.16 percent for the fourth quarter of 2005 and 0.07 percent for the third quarter of 2006.

Non-performing loans and leases decreased 18.6 percent to $23.5 million, or 0.30 percent of loans and leases, at December 31, 2006, from $28.8 million, or 0.39 percent of loans and leases, at December 31, 2005, and decreased 6.5 percent from $25.1 million, or 0.32 percent of loans and leases, at September 30, 2006. The allowance for credit losses was 1.26 percent of loans and leases at December 31, 2006, compared with 1.38 percent of loans and leases at December 31, 2005 and 1.25 percent of loans and leases at September 30, 2006.

“BancorpSouth’s credit quality strengthened during 2006,” said Patterson, “highlighted by the decline in non-performing loans and leases to 0.30 percent of total loans and leases at the end of the year from 0.39 percent at the end of 2005. While we increased our provision for credit losses in the fourth quarter of 2006 in response to increased charge-offs and expansion of our loan portfolio, we completed the year with strong credit reserves. We are confident that high credit quality will continue to be a hallmark of BancorpSouth.”

Noninterest Revenue

Noninterest revenue was $50.5 million for the fourth quarter of 2006 compared with $53.7 million for the fourth quarter of 2005. As previously noted, these results include the impact of a $2.9 million net decline in mortgage revenue related to changes in the value of BancorpSouth’s mortgage servicing asset for the fourth quarter of 2006 compared with the fourth quarter of 2005, as well as the $6.9 million gain in the fourth quarter of 2005 from insurance proceeds related to Hurricane Katrina.

“BancorpSouth’s noninterest revenue performance for the fourth quarter was again driven by the expansion of our insurance operations,” stated Patterson. “Insurance commission revenues increased 19.2 percent for the fourth quarter of 2006 from the fourth quarter of 2005. We attribute this growth primarily to the expansion in our Mississippi and Louisiana insurance operations in the aftermath of Hurricane Katrina. Our long-term commitment to building our market-share on the Gulf Coast was evidenced by the launch of our insurance business in Mobile, Alabama during the fourth quarter, the fourth state in which we now conduct insurance operations.”

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BXS Announces Fourth Quarter Results
Page 5
January 18, 2007

Noninterest Expense

Noninterest expense increased 8.5 percent to $100.1 million for the fourth quarter of 2006 from $92.3 million for the fourth quarter of 2005 and increased 2.5 percent from $98.7 million for the third 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 in the fourth quarter of 2005, the opening of seven new loan production offices and seven new full-service branch bank offices since the start of the fourth quarter of 2005 and the launch of insurance operations in Mobile, Alabama.

Capital Management

BancorpSouth repurchased 25,000 shares of its common stock during the fourth quarter of 2006. The Company has repurchased 760,500 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 since its original share repurchase program was initiated in 2001. BancorpSouth will continue to evaluate additional share repurchase opportunities under the April 2005 plan, which authorizes repurchases during a two-year period expiring April 30, 2007.

Summary

Patterson concluded, “For the fourth quarter and full-year 2006, BancorpSouth encountered many of the challenges and opportunities we face in 2007 and beyond. As an interest-rate spread dependent financial institution, we must continue our disciplined approach in our asset/liability management strategies, always cognizant and responsive to our customers’ needs. In addition, we will continue to pursue profitable growth in both existing and new markets. As evidenced by our full-service and loan production office openings in 2006, as well as the expansion of our insurance business in Alabama, we remain focused on leveraging organic growth opportunities in existing and contiguous markets. We also have the ability to compliment this strategy through acquisitions that contribute to our long-term operating and financial goals.

“As a result, we have entered 2007 with confidence in both BancorpSouth’s market position and the resources we have to leverage the opportunities our market strength provides. We remain committed to our business model of providing our retail and small-to-midsize customers with high quality, community style service, backed by the sophisticated products and services of a large, integrated financial institution. We will also continue to manage our operations based on conservative policies and principles. We expect this proven approach will enable BancorpSouth to fulfill its potential for long-term profitable growth, which, combined with our share repurchase and dividend programs, will continue to build shareholder value.”

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BXS Announces Fourth Quarter Results
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January 18, 2007

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter and 2006 results tomorrow, January 19, 2007, 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 implementation of our asset/liability management strategies, long-term loan demand from the rebuilding of the Mississippi Gulf Coast, our high credit quality, repurchases under our common stock repurchase plan, our ability to pursue profitable growth in existing and new markets, our ability to manage our operations based on conservative policies and principles, our ability to fulfill our potential for long-term profitable growth and our ability to build shareholder value.

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, 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 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.

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BXS Announces Fourth Quarter Results
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January 18, 2007

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi with approximately $12.0 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 283 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Tennessee and Texas.

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BancorpSouth, Inc.
Selected Financial Data

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2006			2005			2006			2005
(Dollars in thousands, except per share amounts)
Earnings Summary:
Net interest revenue	$	96,251		$	92,270		$	385,799		$	355,557
Provision for credit losses		6,325			1,975			8,577			24,467
Noninterest revenue		50,490			53,708			206,094			198,812
Noninterest expense		100,141			92,326			393,154			362,102
Income before income taxes		40,275			51,677			190,162			167,800
Income tax provision		18,952			16,871			64,968			52,601
Net income	$	21,323		$	34,806		$	125,194		$	115,199
Earning per share: Basic	$	0.27		$	0.44		$	1.58		$	1.47
Diluted	$	0.27		$	0.44		$	1.57		$	1.47
Balance sheet data at December 31:
Total assets							$	12,038,807		$	11,768,674
Total earning assets								10,879,587			10,622,578
Loans and leases, net of unearned income								7,871,471			7,365,555
Allowance for credit losses								98,834			101,500
Total deposits								9,710,578			9,607,258
Common shareholders’ equity								1,022,538			977,166
Book value per share								12.93			12.33
Average balance sheet data:
Total assets	$	11,854,667		$	11,312,104		$	11,798,007		$	10,968,874
Total earning assets		10,771,897			10,314,889			10,712,327			10,023,974
Loans and leases, net of unearned income		7,797,381			7,165,025			7,579,935			7,026,009
Total deposits		9,479,773			9,336,366			9,554,441			9,110,411
Common shareholders’ equity		1,013,082			959,680			999,989			934,563
Non-performing assets at December 31:
Non-accrual loans and leases							$	6,603		$	8,816
Loans and leases 90+ days past due								15,282			17,744
Restructured loans and leases								1,571			2,239
Other real estate owned								10,463			15,947
Net charge-offs as a percentage of average loans (annualized)		0.25	%		0.16	%		0.15	%		0.23	%
Performance ratios (annualized):
Return on average assets		0.71	%		1.22	%		1.06	%		1.05	%
Return on common equity		8.35	%		14.38	%		12.52	%		12.33	%
Net interest margin		3.64	%		3.64	%		3.70	%		3.64	%
Average shares outstanding — basic		79,098,187			78,415,796			79,140,379			78,266,018
Average shares outstanding — diluted		79,513,993			78,707,893			79,542,734			78,596,899

BancorpSouth, Inc.
Consolidated Balance Sheet
(Unaudited)

	December 31,
							%
	2006			2005			Change
	(Dollars in thousands)
Assets
Cash and due from banks	$	444,033		$	461,659			(3.82	%)
Interest bearing deposits with other banks		7,418			6,809			8.94	%
Held-to-maturity securities, at amortized cost		1,723,420			1,412,529			22.01	%
Available-for-sale securities, at fair value		1,041,999			1,353,882			(23.04	%)
Federal funds sold and securities purchased under agreement to resell		145,957			409,531			(64.36	%)
Loans and leases		7,917,523			7,401,212			6.98	%
Less: Unearned income		46,052			35,657			29.15	%
Allowance for credit losses		98,834			101,500			(2.63	%)
Net loans and leases		7,772,637			7,264,055			7.00	%
Loans held for sale		89,323			74,271			20.27	%
Premises and equipment, net		287,215			261,172			9.97	%
Accrued interest receivable		89,090			78,730			13.16	%
Goodwill		143,718			138,754			3.58	%
Other assets		293,997			307,282			(4.32	%)
Total Assets	$	12,038,807		$	11,768,674			2.30	%
Liabilities
Deposits:
Demand: Noninterest bearing	$	1,817,223		$	1,798,892			1.02	%
Interest bearing		2,856,295			2,965,057			(3.67	%)
Savings		715,587			729,279			(1.88	%)
Other time		4,321,473			4,114,030			5.04	%
Total deposits		9,710,578			9,607,258			1.08	%
Federal funds purchased and securities sold under agreement to repurchase		672,438			748,139			(10.12	%)
Other short-term borrowings		200,000			2,000			N/A
Accrued interest payable		36,270			24,435			48.43	%
Junior subordinated debt securities		144,847			144,847			0.00	%
Long-term debt		135,707			137,228			(1.11	%)
Other liabilities		116,429			127,601			(8.76	%)
Total Liabilities		11,016,269			10,791,508			2.08	%
Shareholders’ Equity
Common stock		197,774			198,093			(0.16	%)
Capital surplus		113,723			108,961			4.37	%
Accumulated other comprehensive income (loss)		(28,789	)		(16,233	)		77.35	%
Retained earnings		739,830			686,345			7.79	%
Total Shareholders’ Equity		1,022,538			977,166			4.64	%
Total Liabilities & Shareholders’ Equity	$	12,038,807		$	11,768,674			2.30	%

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

	Quarter Ended												Year To Date
	Dec 2006			Sept 2006		Jun 2006		Mar 2006			Dec 2005		Dec 2006		Dec 2005
INTEREST REVENUE:
Loans and leases	$	147,784		$	143,712	$	134,569	$	127,200		$	121,243	$	553,265	$	450,722
Deposits with other banks		217			295		176		141			177		829		593
Federal funds sold and securities purchased under agreement to resell		635			609		976		2,846			3,052		5,066		4,701
Held-to-maturity securities:
Taxable		16,532			16,107		16,048		14,323			10,461		63,010		38,839
Tax-exempt		2,012			2,017		2,077		1,887			1,696		7,993		6,518
Available-for-sale securities:
Taxable		9,653			10,405		11,389		10,904			11,048		42,351		49,319
Tax-exempt		1,170			1,215		1,276		1,363			1,400		5,024		6,049
Loans held for sale		1,366			878		871		1,238			920		4,353		3,195
Total interest revenue		179,369			175,238		167,382		159,902			149,997		681,891		559,936
INTEREST EXPENSE:
Deposits		66,973			62,964		57,430		53,133			47,970		240,500		171,097
Federal funds purchased and securities sold under agreement to repurchase		8,940			8,498		6,549		5,902			4,896		29,889		13,339
Other		7,205			7,378		6,182		4,938			4,861		25,703		19,943
Total interest expense		83,118			78,840		70,161		63,973			57,727		296,092		204,379
Net interest revenue		96,251			96,398		97,221		95,929			92,270		385,799		355,557
Provision for credit losses		6,325			2,526		3,586		(3,860	)		1,975		8,577		24,467
Net interest revenue, after provision for credit losses		89,926			93,872		93,635		99,789			90,295		377,222		331,090
NONINTEREST REVENUE:
Mortgage lending		(820	)		41		3,720		3,176			2,191		6,117		9,573
Service charges		17,343			17,354		17,489		15,450			15,852		67,636		62,849
Trust income		3,703			2,344		2,325		2,016			2,412		10,388		8,466
Security gains, net		4			9		17		10			11		40		472
Insurance commissions		17,175			17,556		16,411		17,445			14,411		68,587		59,598
Other		13,085			11,930		13,638		14,673			18,831		53,326		57,854
Total noninterest revenue		50,490			49,234		53,600		52,770			53,708		206,094		198,812
NONINTEREST EXPENSES:
Salaries and employee benefits		60,178			58,453		58,376		57,573			53,959		234,580		211,950
Occupancy, net of rental income		8,173			8,598		7,759		7,442			7,133		31,972		27,137
Equipment		5,941			5,896		5,822		5,763			5,592		23,422		22,179
Other		25,849			25,714		26,387		25,230			25,642		103,180		100,836
Total noninterest expenses		100,141			98,661		98,344		96,008			92,326		393,154		362,102
Income before income taxes		40,275			44,445		48,891		56,551			51,677		190,162		167,800
Income tax expense		18,952			13,818		13,392		18,806			16,871		64,968		52,601
Net income	$	21,323		$	30,627	$	35,499	$	37,745		$	34,806	$	125,194	$	115,199
Net income per share: Basic	$	0.27		$	0.39	$	0.45	$	0.48		$	0.44	$	1.58	$	1.47
Diluted	$	0.27		$	0.38	$	0.45	$	0.47		$	0.44	$	1.57	$	1.47

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

	Quarter Ended
	December 31, 2006
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,876,801		$	149,992		7.55	%
Held-to-maturity securities:
Taxable		1,533,105			16,532		4.28	%
Tax-exempt		185,158			3,096		6.63	%
Available-for-sale securities:
Taxable		1,018,403			9,653		3.76	%
Tax-exempt		98,101			1,800		7.28	%
Short-term investments		60,329			853		5.61	%
Total interest earning assets and revenue		10,771,897			181,926		6.70	%
Other assets		1,182,664
Less: allowance for credit losses		(99,894	)
Total	$	11,854,667
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,765,276		$	16,228		2.33	%
Savings		718,623			2,160		1.19	%
Other time		4,292,368			48,585		4.49	%
Short-term borrowings		925,273			11,197		4.80	%
Junior subordinated debt		144,847			2,965		8.12	%
Long-term debt		135,838			1,983		5.79	%
Total interest bearing liabilities and expense		8,982,225			83,118		3.67	%
Demand deposits - noninterest bearing		1,703,506
Other liabilities		155,854
Total liabilities		10,841,585
Shareholders’ equity		1,013,082
Total	$	11,854,667
Net interest revenue				$	98,808
Net interest margin							3.64	%
Net interest rate spread							3.03	%
Interest bearing liabilities to interest earning assets							83.39	%
Net interest tax equivalent adjustment				$	2,557

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

	Quarter Ended
	December 31, 2005
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,242,759		$	122,802		6.73	%
Held-to-maturity securities:
Taxable		1,180,429			10,462		3.52	%
Tax-exempt		154,869			2,609		6.68	%
Available-for-sale securities:
Taxable		1,303,933			11,048		3.36	%
Tax-exempt		120,821			2,154		7.07	%
Short-term investments		312,078			3,227		4.10	%
Total interest earning assets and revenue		10,314,889			152,302		5.86	%
Other assets		1,099,623
Less: allowance for credit losses		(102,408	)
Total	$	11,312,104
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,888,641		$	11,697		1.61	%
Savings		722,108			1,451		0.80	%
Other time		4,029,764			34,822		3.43	%
Short-term borrowings		601,703			4,915		3.24	%
Junior subordinated debt		140,403			2,835		8.01	%
Long-term debt		137,353			2,008		5.80	%
Total interest bearing liabilities and expense		8,519,972			57,728		2.69	%
Demand deposits - noninterest bearing		1,695,853
Other liabilities		136,599
Total liabilities		10,352,424
Shareholders’ equity		959,680
Total	$	11,312,104
Net interest revenue				$	94,574
Net interest margin							3.64	%
Net interest rate spread							3.17	%
Interest bearing liabilities to interest earning assets							82.60	%
Net interest tax equivalent adjustment				$	2,305

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

	Year to Date
	December 31, 2006
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,647,131		$	560,673		7.33	%
Held-to-maturity securities:
Taxable		1,517,430			63,010		4.15	%
Tax-exempt		183,986			12,297		6.68	%
Available-for-sale securities:
Taxable		1,135,506			42,351		3.73	%
Tax-exempt		106,635			7,730		7.25	%
Short-term investments		121,639			5,895		4.85	%
Total interest earning assets and revenue		10,712,327			691,956		6.46	%
Other assets		1,184,497
Less: allowance for credit losses		(98,817	)
Total	$	11,798,007
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,886,030		$	60,145		2.08	%
Savings		744,106			7,987		1.07	%
Other time		4,211,371			172,368		4.09	%
Short-term borrowings		807,860			35,835		4.44	%
Junior subordinated debt		144,847			11,791		8.14	%
Long-term debt		136,411			7,966		5.84	%
Total interest bearing liabilities and expense		8,930,625			296,092		3.32	%
Demand deposits - noninterest bearing		1,712,934
Other liabilities		154,460
Total liabilities		10,798,018
Shareholders’ equity		999,989
Total	$	11,798,007
Net interest revenue				$	395,864
Net interest margin							3.70	%
Net interest rate spread							3.14	%
Interest bearing liabilities to interest earning assets							83.37	%
Net interest tax equivalent adjustment				$	10,065

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

	Year to Date
	December 31, 2005
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	7,098,300		$	456,289		6.43	%
Held-to-maturity securities:
Taxable		1,100,432			38,839		3.53	%
Tax-exempt		143,679			10,027		6.98	%
Available-for-sale securities:
Taxable		1,412,600			49,319		3.49	%
Tax-exempt		129,519			9,307		7.19	%
Short-term investments		139,444			5,294		3.80	%
Total interest earning assets and revenue		10,023,974			569,075		5.68	%
Other assets		1,040,527
Less: allowance for credit losses		(95,627	)
Total	$	10,968,874
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	2,849,199		$	38,947		1.37	%
Savings		738,555			5,967		0.81	%
Other time		3,998,864			126,183		3.16	%
Short-term borrowings		526,274			14,080		2.68	%
Junior subordinated debt		138,714			11,142		8.03	%
Long-term debt		137,902			8,060		5.84	%
Total interest bearing liabilities and expense		8,389,508			204,379		2.44	%
Demand deposits - noninterest bearing		1,523,793
Other liabilities		121,010
Total liabilities		10,034,311
Shareholders’ equity		934,563
Total	$	10,968,874
Net interest revenue				$	364,696
Net interest margin							3.64	%
Net interest rate spread							3.24	%
Interest bearing liabilities to interest earning assets							83.69	%
Net interest tax equivalent adjustment				$	9,139