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): July 24, 2012 (July 23, 2012)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

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

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

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

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

Section 2 – Financial Information

Item 2.02.    Results of Operations and Financial Condition.

On July 23, 2012 BancorpSouth, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2012. 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 7 – Regulation FD

Item 7.01.    Regulation FD Disclosure.

The Company will conduct a conference call at 10:00 a.m. (Central Time) on July 24, 2012 to discuss its financial results for the second quarter ended June 30, 2012. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 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.

(d) Exhibits.

Exhibit 99.1	Press release issued on July 23, 2012 by BancorpSouth, Inc.
Exhibit 99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on July 24, 2012

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: July 24, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued on July 23, 2012 by BancorpSouth, Inc.
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on July 24, 2012

EX-99.1

Exhibit 99.1

News Release

Contact:
William L. Prater	Will Fisackerly
Treasurer and	First Vice President and
Chief Financial Officer	Director of Investor Relations
662/680-2000	662/680-2475

BancorpSouth Announces Second Quarter 2012 Earnings of

$20.6 Million or $0.22 per Diluted Share

TUPELO, Miss., July 23, 2012/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended June 30, 2012.

Highlights for the second quarter of 2012 included:

• Net income of $20.6 million, or $0.22 per diluted share, despite a negative pre-tax mortgage servicing rights (“MSR”) valuation adjustment of $3.8 million.

• Other real estate owned (“OREO”) sales of $26.2 million, which contributed to a 14.4 percent decline in OREO and a 9.4 percent reduction in total non-performing assets (“NPAs”).

• A decrease of $79.6 million, or 12.5%, in substandard classified loans.

• Reduction in net charge-offs to $11.9 million, which included recoveries of $10.0 million of previously charged off loans.

• Generated mortgage production of $444.1 million, which contributed to mortgage lending revenue of $14.9 million, excluding the MSR valuation adjustment.

• Maintained a stable net interest margin at 3.65 percent.

• Announced the acquisition of the assets of The Securance Group, Inc., which will allow us to expand our insurance offerings into new markets within the Alabama portion of our footprint.

“We are pleased to report results that reflect another successful quarter in terms of improving profitability and asset quality,” remarked Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth. “Earnings for the quarter reflect continued decreases in credit costs as non-performing loans (“NPLs”), classified asset totals, and other credit quality metrics, including

Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000

is a financial holding company.

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BXS Announces Second Quarter Results

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July 23, 2012

recoveries of previously charged off loans, continue to improve. In addition, we were pleased with the results of disposition efforts related to our other real estate owned, which resulted in a significant decline in the balance of these properties during the quarter.”

The Company reported net income of $20.6 million, or $0.22 per diluted share, for the second quarter of 2012 compared with net income of $12.8 million, or $0.15 per diluted share, for the second quarter of 2011 and net income of $22.9 million, or $0.25 per diluted share, for the first quarter of 2012. The Company reported net income for the first six months of 2012 of $43.5 million, or $0.47 per diluted share, compared with $12.3 million, or $0.15 per diluted share, for the first half of 2011.

Earnings for the quarter benefited from a reduction in the provision for credit losses to $6.0 million compared to $32.2 million for the second quarter of 2011 and $10.0 million for the first quarter of 2012. NPLs declined $18.3 million, or 6.4 percent, during the second quarter of 2012 to $266.9 million compared with $285.2 million at March 31, 2012 and declined $112.9 million, or 29.7 percent, from $379.8 million at June 30, 2011. In addition, gross nonaccrual loan formation was $41.1 million for the second quarter of 2012 compared to $50.4 million for the second quarter of 2011 and $40.4 million for the first quarter of 2012. Total loans 30 to 89 days past due decreased during the second quarter of 2012 to $28.6 million at June 30, 2012 from $29.0 million at March 31, 2012. Net charge-offs decreased $11.4 million, or 48.9 percent, to $11.9 million for the second quarter of 2012 compared with $23.3 million for the first quarter of 2012. Net charge-offs during the second quarter of 2012 included $8.4 million of charge-offs of loans which had been identified and reported as impaired and were reserved for in previous quarters.

Patterson added, “Our noninterest revenue lines of business produced another solid quarter and continue to contribute almost 40 percent of our total revenues. Our mortgage business generated $444.1 million of production during the quarter and contributed $14.9 million of revenue, excluding a negative MSR valuation adjustment of $3.8 million. Insurance commissions accounted for $23.0 million of noninterest revenue, consistent with both the second quarter of 2011 and the first quarter of 2012.”

Net Interest Revenue

Net interest revenue was $104.7 million for the second quarter of 2012, a decrease of 4.7 percent from $109.9 million for the second quarter of 2011 and a decrease of 0.8 percent from $105.6 million for the first quarter of 2012. The fully taxable equivalent net interest margin was 3.65 percent for the second quarter of 2012 compared with 3.71 percent for the second quarter of 2011 and 3.66 percent for the first quarter of 2012.

Asset, Deposit and Loan Activity

Total assets were $13.1 billion at June 30, 2012 compared with $13.4 billion at June 30, 2011. Total deposits were $11.0 billion at June 30, 2012, a decrease of 3.1 percent from $11.3 billion at June 30, 2011. Loans and leases, net of unearned income, were $8.7 billion at June 30, 2012, a decrease of 5.2 percent from $9.2 billion at June 30, 2011.

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The construction, acquisition, and development (“CAD”) loan portfolio, which decreased $225.7 million, or 21.3 percent, from June 30, 2011 to June 30, 2012, accounted for almost half of the decline in net loans and leases over the same time period. Despite the year-over-year decreases, loans and leases, net of unearned income, were flat compared to $8.7 billion at March 31, 2012. Patterson added, “We were pleased with loan production efforts during the quarter as we were able to replace strategic runoff of non-performing and certain criticized credits as well as all other normal runoff with new loans. We were particularly pleased with production in our commercial and industrial portfolio, which yielded an increase of almost $56 million in total outstanding loans in this category during the quarter.”

Time deposits, which decreased $548.5 million, or 16.5 percent at June 30, 2012 compared to June 30, 2011, were offset partially by significant growth in noninterest bearing demand deposits, which increased $215.4 million, or 10.3 percent, over the period. Additionally, savings deposits increased $138.3 million, or 14.6 percent, while interest bearing demand deposits decreased $157.3 million, or 3.2 percent, over the same period. As of June 30, 2012, approximately $1.1 billion of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.89 percent.

Provision for Credit Losses and Allowance for Credit Losses

For the second quarter of 2012, the provision for credit losses was $6.0 million, compared with $32.2 million for the second quarter of 2011 and $10.0 million for the first quarter of 2012. Net charge-offs for the second quarter of 2012 were $11.9 million, compared with $32.9 million for the second quarter of 2011 and $23.3 million for the first quarter of 2012. Recoveries increased to $10.0 million for the second quarter of 2012, compared with $3.3 million for the second quarter of 2011 and $5.5 million for the first quarter of 2012. Annualized net charge-offs were 0.55 percent of average loans and leases for the second quarter of 2012, compared with 1.42 percent for the second quarter of 2011 and 1.06 percent for the first quarter of 2012.

NPLs were $266.9 million, or 3.06 percent of net loans and leases, at June 30, 2012 compared with $379.8 million, or 4.12 percent of net loans and leases, at June 30, 2011 and $285.2 million, or 3.26 percent of net loans and leases, at March 31, 2012. The allowance for credit losses was $175.8 million, or 2.01 percent of net loans and leases, at June 30, 2012 compared with $197.6 million, or 2.14 percent of net loans and leases, at June 30, 2011 and $181.8 million, or 2.08 percent of net loans and leases, at March 31, 2012.

NPLs at June 30, 2012 consisted primarily of $240.2 million of nonaccrual loans, compared with $253.2 million of nonaccrual loans at March 31, 2012. Included in the reduction of nonaccrual loans during the second quarter of 2012 were payments received on nonaccrual loans of $27.1 million, compared with payments received on such loans of $20.6 million during the first quarter of 2012. NPLs at June 30, 2012 also included $1.6 million of loans 90 days or more past due and still accruing, compared with $1.7 million at March 31, 2012, and included restructured loans still accruing of $25.1 million at June 30, 2012, compared with $30.3 million at March 31, 2012. Loans and leases 30 to 89 days past due were $28.6 million at June 30, 2012 compared with $29.0 million at March 31, 2012.

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At June 30, 2012, $66.4 million of NPLs were residential CAD loans, $43.8 million were other CAD loans, $52.0 million were commercial real estate loans and $39.4 million were consumer mortgages. NPLs from all other loan types totaled $65.3 million at June 30, 2012. Included in nonaccrual loans at June 30, 2012 were $132.7 million of loans, or 55.2 percent of total nonaccrual loans, that were paying as agreed, compared with $137.5 million, or 54.3 percent, at the end of the first 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 will 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 second quarter, 83.4 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 67.9 percent of the unpaid principal balance. At June 30, 2012, coverage of unimpaired nonaccrual loans by the nonspecified allowance for credit losses was 381 percent and coverage of unimpaired NPLs by the nonspecified allowance for credit losses was 228 percent.

OREO decreased $24.2 million to $143.6 million during the second quarter of 2012 from $167.8 million at March 31, 2012. This net decrease reflected $6.9 million added through foreclosure, offset by sales of other real estate owned of $26.2 million. OREO sales were $11.8 million for the first quarter of 2012. Write-downs in the value of existing properties were $4.9 million for the second quarter of 2012 compared to $5.0 million for the first quarter of 2012. Sales of OREO during the second quarter of 2012 resulted in a net loss of $2.7 million compared to a net loss of $0.8 million for the first quarter of 2012. At June 30, 2012, OREO was carried at 51.0 percent of the aggregate loan balances at the time of foreclosure, compared with 52.4 percent at March 31, 2012.

Noninterest Revenue

Noninterest revenue was $66.5 million for the second quarter of 2012, compared with $75.1 million for the second quarter of 2011 and $72.4 million for the first quarter of 2012. These results included negative MSR valuation adjustments of $3.8 million for both the second quarters of 2012 and 2011 and a positive MSR valuation adjustment of $3.7 million for the first quarter of 2012. Additionally, noninterest revenue for the second quarter of 2011 included $10.0 million of net securities gains, while net securities gains for the first two quarters of 2012 were not material.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $14.9 million for the second quarter of 2012, compared with $5.8 million for the second quarter of 2011 and $11.4 million for the first quarter of 2012. Mortgage origination volume for the second quarter of 2012 was $444.1 million, compared with $245.3 million for the second quarter of 2011 and $395.1 million for the first quarter of 2012.

Credit and debit card fee revenue was $7.8 million for the second quarter of 2012, compared with $11.3 million for the second quarter of 2011 and $7.5 million for the first quarter of 2012.

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Service charge revenue was $13.7 million for the second quarter of 2012, compared with $16.6 million for the second quarter of 2011 and $15.1 million for the first quarter of 2012. Insurance commission revenue was $23.0 million for the second quarter of 2012, compared with $22.9 million for the second quarter of 2011 and $23.2 million for the first quarter of 2012.

Noninterest Expense

Noninterest expense for the second quarter of 2012 was $136.5 million, compared with $137.1 million for the second quarter of 2011 and $135.7 million for the first quarter of 2012. Results for the second quarter of 2011 included a one-time prepayment penalty of $9.8 million related to the early repayment of $75.0 million of Federal Home Loan Bank advances. Salaries and employee benefits expense increased to $77.7 million for the second quarter of 2012 from $70.1 million for the second quarter of 2011 and $74.9 million for the first quarter of 2012. Foreclosed property expense increased to $10.2 million for the second quarter of 2012 from $3.8 million for the second quarter of 2011 and $8.4 million for the first quarter of 2012. Deposit insurance assessments declined to $4.0 million for the second quarter of 2012 from $6.4 million for the second quarter of 2011 and $5.4 million for the first 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 13.41 percent at June 30, 2012 and total risk based capital of 14.66 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for “well capitalized” classification. The Company’s equity capitalization is 100 percent common stock. BancorpSouth’s ratio of shareholders’ equity to assets increased to 10.79 percent at June 30, 2012, compared with 9.33 percent at June 30, 2011 and 10.46 percent at March 31, 2012. The ratio of tangible shareholders’ equity to tangible assets increased to 8.80 percent at June 30, 2012, compared with 7.32 percent at June 30, 2011 and 8.49 percent at March 31, 2012.

Summary

Patterson concluded, “Our second quarter results reflect meaningful profitability improvement, achieved through consistent and successful efforts to improve asset quality as well as continued strong performance from our noninterest lines of business. We are pleased with progress made in many of our credit quality metrics, but our OREO disposition results are particularly encouraging. Total OREO dispositions for the quarter represent the highest level achieved during this credit cycle and are reflective of the success of our disposition efforts.

“Our noninterest lines of business continue to contribute a very significant portion of our total revenues and have become increasingly important given margin pressures and subdued loan demand. The Company has demonstrated a commitment to continue to grow these lines of business, particularly insurance and mortgage, both organically and through strategic acquisitions. The recently announced acquisition of the assets of The Securance Group further demonstrates this commitment and will allow us to expand our insurance offerings into new markets and continue to grow revenue. We believe that BancorpSouth is well positioned to achieve long-term growth and continue to increase shareholder value.”

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Conference Call

BancorpSouth will conduct a conference call to discuss its second quarter 2012 results on July 24, 2012, 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 impact of the acquisition of the assets of The Securance Group, Inc. on our market presence, our ability to achieve long-term growth and increased shareholder value, 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 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.

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BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.1 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 and Tennessee, including an insurance location in Illinois.

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BXS Announces Second Quarter Results

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BancorpSouth, Inc.

Selected Financial Data

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
(Dollars in thousands, except per share amounts)
Earnings Summary:
Net interest revenue	$	104,741		$	109,912		$	210,351		$	219,349
Provision for credit losses		6,000			32,240			16,000			85,719
Noninterest revenue		66,468			75,144			138,828			143,455
Noninterest expense		136,506			137,069			272,186			267,079
Income before income taxes		28,703			15,747			60,993			10,006
Income tax provision (benefit)		8,079			2,921			17,503			(2,326	)
Net income	$	20,624		$	12,826		$	43,490		$	12,332
Earnings per share: Basic	$	0.22		$	0.15		$	0.47		$	0.15
Diluted	$	0.22		$	0.15		$	0.47		$	0.15
Balance sheet data at June 30:
Total assets							$	13,147,818		$	13,367,050
Total earning assets								11,906,818			12,150,240
Loans and leases, net of unearned income								8,732,395			9,214,553
Allowance for credit losses								175,847			197,627
Total deposits								10,956,337			11,308,463
Common shareholders’ equity								1,418,311			1,246,703
Book value per share								15.02			14.93
Average balance sheet data:
Total assets	$	13,018,231		$	13,365,560		$	13,053,294		$	13,452,183
Total earning assets		11,908,423			12,227,751			11,936,572			12,310,799
Loans and leases, net of unearned interest		8,735,225			9,249,127			8,763,383			9,274,415
Total deposits		10,908,919			11,355,871			10,976,435			11,426,363
Common shareholders’ equity		1,403,733			1,222,281			1,383,721			1,220,851
Non-performing assets at June 30:
Non-accrual loans and leases							$	240,246		$	331,076
Loans and leases 90+ days past due, still accruing								1,632			3,980
Restructured loans and leases, still accruing								25,071			44,786
Other real estate owned								143,615			151,204
Total non-performing assets								410,564			531,046
Net charge-offs as a percentage of average loans (annualized)		0.55	%		1.42	%		0.80	%		1.83	%
Performance ratios (annualized):
Return on average assets		0.64	%		0.38	%		0.67	%		0.18	%
Return on common equity		5.91	%		4.21	%		6.32	%		2.04	%
Total shareholders’ equity to total assets								10.79	%		9.33	%
Tangible shareholders’ equity to tangible assets								8.80	%		7.32	%
Net interest margin		3.65	%		3.71	%		3.65	%		3.70	%
Average shares outstanding - basic		94,436,277			83,453,580			93,081,900			83,451,257
Average shares outstanding - diluted		94,541,381			83,513,889			93,155,622			83,510,598
Cash dividends per share	$	0.01		$	0.01		$	0.02		$	0.12
Tier I capital		13.41	%(1)		10.82	%		13.41	%(1)		10.82	%
Total capital		14.66	%(1)		12.08	%		14.66	%(1)		12.08	%
Tier I leverage capital		10.07	%(1)		8.22	%		10.07	%(1)		8.22	%

₍₁₎ Estimated as of earnings release date

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BXS Announces Second Quarter Results

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BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

	Jun-12		Mar-12			Dec-11			Sep-11		Jun-11
	(Dollars in thousands)
Assets
Cash and due from banks	$	224,084	$	184,441		$	195,681		$	161,876	$	166,761
Interest bearing deposits with other banks		603,458		665,675			303,663			338,250		304,344
Available-for-sale securities, at fair value		2,462,831		2,573,535			2,513,518			2,481,555		2,560,824
Loans and leases		8,771,642		8,777,538			8,911,258			9,096,928		9,255,879
Less: Unearned income		39,247		39,615			40,947			41,023		41,326
Allowance for credit losses		175,847		181,777			195,118			199,686		197,627
Net loans and leases		8,556,548		8,556,146			8,675,193			8,856,219		9,016,926
Loans held for sale		108,134		110,294			83,458			100,687		70,519
Premises and equipment, net		320,419		321,720			323,383			323,285		328,075
Accrued interest receivable		47,358		50,008			51,266			53,338		55,525
Goodwill		271,297		271,297			271,297			271,297		271,297
Bank owned life insurance		202,620		202,698			200,085			197,945		197,028
Other real estate owned		143,615		167,808			173,805			162,686		151,204
Other assets		207,454		203,950			204,502			251,380		244,547
Total Assets	$	13,147,818	$	13,307,572		$	12,995,851		$	13,198,518	$	13,367,050
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,312,044	$	2,260,012		$	2,269,799		$	2,198,535	$	2,096,655
Interest bearing		4,782,243		4,897,585			4,706,825			4,736,858		4,939,553
Savings		1,083,255		1,067,256			991,702			968,277		944,993
Other time		2,778,795		2,857,469			2,986,863			3,159,563		3,327,262
Total deposits		10,956,337		11,082,322			10,955,189			11,063,233		11,308,463
Federal funds purchased and securities sold under agreement to repurchase		361,990		401,089			373,933			449,501		426,097
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		1,500		1,500			1,500			1,500		703
Accrued interest payable		7,161		7,652			8,644			10,017		11,348
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		35,000
Other liabilities		208,707		228,998			199,861			213,702		178,424
Total Liabilities		11,729,507		11,915,373			11,732,939			11,931,765		12,120,347
Shareholders’ Equity
Common stock		236,091		236,090			208,709			208,722		208,722
Capital surplus		310,388		309,426			227,567			227,006		226,362
Accumulated other comprehensive income (loss)		1,334		(4,136	)		(2,261	)		14,595		6,289
Retained earnings		870,498		850,819			828,897			816,430		805,330
Total Shareholders’ Equity		1,418,311		1,392,199			1,262,912			1,266,753		1,246,703
Total Liabilities & Shareholders’ Equity	$	13,147,818	$	13,307,572		$	12,995,851		$	13,198,518	$	13,367,050

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BXS Announces Second Quarter Results

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BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

	Jun-12			Mar-12			Dec-11		Sep-11		Jun-11
	(Dollars in thousands)
Assets
Cash and due from banks	$	152,907		$	160,827		$	151,004	$	148,409	$	151,194
Interest bearing deposits with other banks		574,624			603,714			384,231		309,146		187,901
Held-to-maturity securities, at amortized cost		—			—			—		—		1,097,562
Available-for-sale securities, at fair value		2,520,932			2,507,941			2,509,943		2,529,482		1,609,720
Federal funds sold and securities purchased under agreement to resell		—			274			2,174		—		38,736
Loans and leases		8,774,767			8,832,104			8,995,035		9,179,730		9,291,434
Less: Unearned income		39,542			40,562			40,806		41,316		42,307
Allowance for credit losses		185,209			202,158			208,005		205,209		212,968
Net loans and leases		8,550,016			8,589,384			8,746,224		8,933,205		9,036,159
Loans held for sale		77,642			61,250			67,781		62,025		44,704
Premises and equipment, net		320,731			322,641			322,544		326,800		328,829
Accrued interest receivable		45,494			47,512			49,256		53,122		54,570
Goodwill		271,297			271,297			271,297		271,297		271,297
Bank owned life insurance		12,679			11,204			14,558		14,642		14,189
Other real estate owned		155,471			170,924			164,841		152,052		138,827
Other assets		336,438			341,390			362,926		374,475		391,872
Total Assets	$	13,018,231		$	13,088,358		$	13,046,779	$	13,174,655	$	13,365,560
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,248,914		$	2,139,371		$	2,248,904	$	2,147,707	$	2,018,197
Interest bearing		4,769,340			4,960,060			4,714,059		4,789,462		4,977,764
Savings		1,074,912			1,027,611			975,892		957,871		941,169
Other time		2,815,753			2,916,910			3,078,376		3,246,332		3,418,741
Total deposits		10,908,919			11,043,952			11,017,231		11,141,372		11,355,871
Federal funds purchased and securities sold under agreement to repurchase		374,982			358,124			430,968		457,640		423,949
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		1,500			1,500			1,500		486		1,641
Accrued interest payable		8,605			9,392			10,617		12,108		13,558
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		34,984		89,395
Other liabilities		126,680			117,869			123,746		115,938		98,553
Total Liabilities		11,614,498			11,724,649			11,777,874		11,922,840		12,143,279
Shareholders’ Equity
Common stock		236,091			231,276			208,722		208,722		208,715
Capital surplus		309,634			294,973			227,201		226,582		225,912
Accumulated other comprehensive income (loss)		(4,020	)		(2,269	)		8,927		6,379		(10,040	)
Retained earnings		862,028			839,729			824,055		810,132		797,694
Total Shareholders’ Equity		1,403,733			1,363,709			1,268,905		1,251,815		1,222,281
Total Liabilities & Shareholders’ Equity	$	13,018,231		$	13,088,358		$	13,046,779	$	13,174,655	$	13,365,560

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BXS Announces Second Quarter Results

Page 11

July 23, 2012

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended											Year To Date
	Jun-12		Mar-12		Dec-11		Sep-11			Jun-11		Jun-12		Jun-11
INTEREST REVENUE:
Loans and leases	$	107,737	$	109,012	$	112,566	$	114,260		$	116,892	$	216,749	$	234,250
Deposits with other banks		382		401		252		203			124		783		246
Federal funds sold and securities purchased under agreement to resell		1		—		1		—			35		1		166
Held-to-maturity securities:
Taxable		—		—		—		—			5,066		—		13,080
Tax-exempt		—		—		—		—			2,291		—		5,638
Available-for-sale securities:
Taxable		10,188		11,162		11,781		13,172			10,451		21,350		19,036
Tax-exempt		4,210		4,256		4,158		4,130			1,871		8,466		2,695
Loans held for sale		686		544		635		632			505		1,230		952
Total interest revenue		123,204		125,375		129,393		132,397			137,235		248,579		276,063
INTEREST EXPENSE:
Interest bearing demand		4,185		4,449		4,737		5,324			6,039		8,634		12,585
Savings		691		714		747		828			810		1,405		1,636
Other time		10,275		11,291		13,104		14,837			16,285		21,566		33,768
Federal funds purchased and securities sold under agreement to repurchase		66		63		76		95			135		129		287
FHLB borrowings		366		367		367		375			1,194		733		2,717
Junior subordinated debt		2,879		2,879		2,871		2,861			2,860		5,758		5,719
Other		1		2		2		2			—		3		2
Total interest expense		18,463		19,765		21,904		24,322			27,323		38,228		56,714
Net interest revenue		104,741		105,610		107,489		108,075			109,912		210,351		219,349
Provision for credit losses		6,000		10,000		19,250		25,112			32,240		16,000		85,719
Net interest revenue, after provision for credit losses		98,741		95,610		88,239		82,963			77,672		194,351		133,630
NONINTEREST REVENUE:
Mortgage lending		11,040		15,142		8,928		(1,443	)		2,003		26,182		9,584
Credit card, debit card and merchant fees		7,787		7,523		7,783		12,981			11,263		15,310		21,609
Service charges		13,697		15,116		17,412		17,334			16,556		28,813		31,924
Trust income		3,139		2,282		3,348		2,854			2,850		5,421		5,984
Security gains, net		177		74		18		2,047			10,045		251		10,062
Insurance commissions		22,964		23,153		19,416		22,012			22,941		46,117		45,490
Other		7,664		9,070		8,430		6,270			9,486		16,734		18,802
Total noninterest revenue		66,468		72,360		65,335		62,055			75,144		138,828		143,455
NONINTEREST EXPENSE:
Salaries and employee benefits		77,661		74,931		70,512		71,851			70,142		152,592		140,517
Occupancy, net of rental income		10,487		10,066		10,315		11,144			10,232		20,553		20,903
Equipment		5,124		5,333		5,108		5,346			5,595		10,457		11,253
Deposit insurance assessments		3,994		5,383		5,674		3,781			6,436		9,377		11,861
Prepayment penalty on FHLB borrowings		—		—		—		—			9,778		—		9,778
Other		39,240		39,967		44,247		38,576			34,886		79,207		72,767
Total noninterest expenses		136,506		135,680		135,856		130,698			137,069		272,186		267,079
Income before income taxes		28,703		32,290		17,718		14,320			15,747		60,993		10,006
Income tax expense (benefit)		8,079		9,424		4,415		2,386			2,921		17,503		(2,326	)
Net income	$	20,624	$	22,866	$	13,303	$	11,934		$	12,826	$	43,490	$	12,332
Net income per share: Basic	$	0.22	$	0.25	$	0.16	$	0.14		$	0.15	$	0.47	$	0.15
Diluted	$	0.22	$	0.25	$	0.16	$	0.14		$	0.15	$	0.47	$	0.15

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BXS Announces Second Quarter Results

Page 12

July 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-12			Mar-12			Dec-11			Sep-11			Jun-11
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,497,678		$	1,441,727		$	1,473,728		$	1,503,391		$	1,526,686
Real estate
Consumer mortgages		1,904,420			1,937,997			1,945,190			1,966,124			1,971,499
Home equity		496,245			501,331			514,362			523,030			531,787
Agricultural		251,975			256,683			239,487			249,715			255,310
Commercial and industrial-owner occupied		1,288,887			1,287,542			1,301,575			1,329,644			1,366,734
Construction, acquisition and development		835,022			858,110			908,362			976,694			1,060,675
Commercial real estate		1,748,748			1,742,001			1,754,022			1,772,003			1,764,648
Credit cards		101,085			100,527			106,281			103,232			101,955
All other		608,335			612,005			627,304			632,072			635,259
Total loans	$	8,732,395		$	8,737,923		$	8,870,311		$	9,055,905		$	9,214,553
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	181,777		$	195,118		$	199,686		$	197,627		$	198,333
Loans and leases charged off:
Commercial and industrial		(1,582	)		(4,272	)		(1,677	)		(1,295	)		(5,556	)
Real estate
Consumer mortgages		(2,818	)		(4,216	)		(2,953	)		(2,344	)		(1,629	)
Home equity		(536	)		(851	)		(1,667	)		(1,712	)		(1,391	)
Agricultural		(386	)		(96	)		(110	)		(2,345	)		(373	)
Commercial and industrial-owner occupied		(2,732	)		(3,868	)		(1,136	)		(4,222	)		(3,228	)
Construction, acquisition and development		(9,560	)		(11,394	)		(10,539	)		(7,697	)		(16,783	)
Commercial real estate		(3,260	)		(2,809	)		(6,858	)		(4,467	)		(1,597	)
Credit cards		(588	)		(562	)		(706	)		(760	)		(725	)
All other		(438	)		(758	)		(794	)		(770	)		(4,971	)
Total loans charged off		(21,900	)		(28,826	)		(26,440	)		(25,612	)		(36,253	)
Recoveries:
Commercial and industrial		1,040			1,542			446			348			589
Real estate
Consumer mortgages		438			323			263			485			220
Home equity		78			315			43			51			46
Agricultural		53			10			76			—			45
Commercial and industrial-owner occupied		1,514			351			100			99			21
Construction, acquisition and development		1,955			2,155			971			923			1,493
Commercial real estate		4,504			383			340			300			392
Credit cards		121			118			168			141			239
All other		267			288			215			212			262
Total recoveries		9,970			5,485			2,622			2,559			3,307
Net charge-offs		(11,930	)		(23,341	)		(23,818	)		(23,053	)		(32,946	)
Provision charged to operating expense		6,000			10,000			19,250			25,112			32,240
Balance, end of period	$	175,847		$	181,777		$	195,118		$	199,686		$	197,627
Average loans for period	$	8,735,225		$	8,791,542		$	8,954,229		$	9,138,414		$	9,249,127
Ratio:
Net charge-offs to average loans (annualized)		0.55	%		1.06	%		1.06	%		1.01	%		1.42	%

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BXS Announces Second Quarter Results

Page 13

July 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-12			Mar-12			Dec-11			Sep-11			Jun-11
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	13,156		$	11,025		$	12,260		$	11,122		$	9,337
Real estate
Consumer mortgages		35,660			46,562			47,878			44,100			34,174
Home equity		2,995			2,687			2,036			2,634			1,232
Agricultural		8,390			4,254			4,179			6,254			8,526
Commercial and industrial-owner occupied		26,957			32,842			33,112			26,977			26,387
Construction, acquisition and development		104,283			115,649			133,110			171,566			200,434
Commercial real estate		44,359			35,715			40,616			49,500			48,571
Credit cards		364			509			594			551			546
All other		4,082			3,984			3,013			1,775			1,869
Total nonaccrual loans and leases	$	240,246		$	253,227		$	276,798		$	314,479		$	331,076
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	—		$	10		$	12		$	1,846		$	118
Real estate
Consumer mortgages		1,141			1,314			2,974			4,136			2,482
Home equity		—			—			—			134			242
Agricultural		—			—			—			131			—
Commercial and industrial-owner occupied		—			—			—			42			—
Construction, acquisition and development		—			—			—			290			432
Commercial real estate		—			—			—			106			19
Credit cards		324			228			299			257			299
All other		167			146			149			412			388
Total loans and leases 90+ days past due, still accruing		1,632			1,698			3,434			7,354			3,980
Restructured Loans and Leases, Still Accruing		25,071			30,311			42,018			40,966			44,786
Total non-performing loans and leases		266,949			285,236			322,250			362,799			379,842
OTHER REAL ESTATE OWNED:		143,615			167,808			173,805			162,686			151,204
Total Non-performing Assets	$	410,564		$	453,044		$	496,055		$	525,485		$	531,046
Additions to Nonaccrual Loans and Leases During the Quarter	$	41,121		$	40,392		$	39,474		$	60,799		$	50,427
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	3,040		$	4,809		$	8,065		$	9,759		$	7,903
Real estate
Consumer mortgages		14,436			10,736			15,864			20,144			18,621
Home equity		1,311			2,248			2,037			2,066			2,916
Agricultural		471			663			339			1,485			2,901
Commercial and industrial-owner occupied		2,745			3,332			2,154			7,348			2,786
Construction, acquisition and development		2,062			2,431			2,714			4,469			4,939
Commercial real estate		1,288			2,104			3,292			5,136			4,091
Credit cards		673			686			802			851			785
All other		2,544			1,983			2,280			2,832			3,005
Total Loans and Leases 30-89 days past due, still accruing	$	28,570		$	28,992		$	37,547		$	54,090		$	47,947
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.27	%		0.45	%		0.86	%		1.10	%		1.39	%
Allowance for credit losses to net loans and leases		2.01	%		2.08	%		2.20	%		2.21	%		2.14	%
Allowance for credit losses to non-performing assets		42.83	%		40.12	%		39.33	%		38.00	%		37.21	%
Allowance for credit losses to non-performing loans and leases		65.87	%		63.73	%		60.55	%		55.04	%		52.03	%
Non-performing loans and leases to net loans and leases		3.06	%		3.26	%		3.63	%		4.01	%		4.12	%
Non-performing assets to net loans and leases		4.70	%		5.18	%		5.59	%		5.80	%		5.76	%

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BXS Announces Second Quarter Results

Page 14

July 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-12			Mar-12			Dec-11			Sep-11			Jun-11
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	2,378		$	4,683		$	2,138		$	10,349		$	19,116
One-to-four family construction		182,648			159,281			169,827			181,445			198,809
Recreation and all other loans		66,033			63,407			67,235			61,084			66,366
Commercial construction		112,929			122,173			130,124			140,570			160,834
Commercial acquisition and development		182,570			191,783			197,044			206,516			222,460
Residential acquisition and development		288,464			316,783			341,994			376,730			393,090
Total outstanding balance	$	835,022		$	858,110		$	908,362		$	976,694		$	1,060,675
Nonaccrual CAD Loans
Multi-family construction	$	—		$	—		$	1,067		$	—		$	9,174
One-to-four family construction		15,490			11,953			14,690			17,937			24,537
Recreation and all other loans		380			386			436			712			774
Commercial construction		4,318			3,702			5,235			10,159			16,618
Commercial acquisition and development		21,741			23,464			23,968			31,862			37,207
Residential acquisition and development		62,354			76,144			87,714			110,896			112,124
Total nonaccrual CAD loans		104,283			115,649			133,110			171,566			200,434
CAD Loans 90+ Days Past Due, Still Accruing:
Multi-family construction		—			—			—			—			—
One-to-four family construction		—			—			—			211			—
Recreation and all other loans		—			—			—			—			2
Commercial construction		—			—			—			—			—
Commercial acquisition and development		—			—			—			—			—
Residential acquisition and development		—			—			—			79			430
Total CAD loans 90+ days past due, still accruing		—			—			—			290			432
Restructured CAD Loans, Still Accruing
Multi-family construction		—			—			—			—			—
One-to-four family construction		793			799			318			321			1,697
Recreation and all other loans		842			847			852			24			24
Commercial construction		—			977			—			—			—
Commercial acquisition and development		260			2,975			433			1,415			1,415
Residential acquisition and development		4,048			106			446			410			2,274
Total restructured CAD loans, still accruing		5,943			5,704			2,049			2,170			5,410
Total Non-performing CAD loans	$	110,226		$	121,353		$	135,159		$	174,026		$	206,276
CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		—			—			49.9	%		—			48.0	%
One-to-four family construction		8.9	%		8.0	%		8.8	%		10.2	%		13.2	%
Recreation and all other loans		1.9	%		1.9	%		1.9	%		1.2	%		1.2	%
Commercial construction		3.8	%		3.8	%		4.0	%		7.2	%		10.3	%
Commercial acquisition and development		12.1	%		13.8	%		12.4	%		16.1	%		17.4	%
Residential acquisition and development		23.0	%		24.1	%		25.8	%		29.6	%		29.2	%
Total CAD NPL as a % of outstanding CAD balance		13.2	%		14.1	%		14.9	%		17.8	%		19.4	%

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BXS Announces Second Quarter Results

Page 15

July 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	June 30, 2012
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,426,787	$	12,480	$	46,512	$	959	$	34	$	10,906	$	1,497,678
Real estate
Consumer mortgages		1,720,260		29,254		132,775		4,748		302		17,081		1,904,420
Home equity		472,291		3,476		17,759		908		243		1,568		496,245
Agricultural		225,886		2,989		15,687		20		—		7,393		251,975
Commercial and industrial-owner occupied		1,158,082		25,740		83,048		276		28		21,713		1,288,887
Construction, acquisition and development		607,942		26,947		99,471		589		20		100,053		835,022
Commercial real estate		1,515,262		48,217		144,301		71		199		40,698		1,748,748
Credit cards		101,085		—		—		—		—		—		101,085
All other		572,073		18,060		16,425		803		9		965		608,335
Total loans	$	7,799,668	$	167,163	$	555,978	$	8,374	$	835	$	200,377	$	8,732,395
	March 31, 2012
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,376,983	$	6,449	$	47,783	$	4,159	$	247	$	6,106	$	1,441,727
Real estate
Consumer mortgages		1,729,187		23,918		151,679		4,351		446		28,416		1,937,997
Home equity		476,300		2,793		19,626		754		275		1,583		501,331
Agricultural		229,865		1,936		21,763		20		—		3,099		256,683
Commercial and industrial-owner occupied		1,151,368		24,662		83,041		230		89		28,152		1,287,542
Construction, acquisition and development		601,396		22,939		121,556		956		—		111,263		858,110
Commercial real estate		1,491,021		47,535		171,891		72		—		31,482		1,742,001
Credit cards		100,527		—		—		—		—		—		100,527
All other		575,399		16,685		18,222		678		10		1,011		612,005
Total loans	$	7,732,046	$	146,917	$	635,561	$	11,220	$	1,067	$	211,112	$	8,737,923

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BXS Announces Second Quarter Results

Page 16

July 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	As of
	Jun-12			Mar-12			Dec-11			Sep-11			Jun-11
Unpaid principal balance of impaired loans	$	259,703		$	266,483		$	287,099		$	342,839		$	374,760
Cumulative charge-offs on impaired loans		59,326			55,371			52,176			62,950			71,103
Impaired nonaccrual loan and lease outstanding balance		200,377			211,112			234,923			279,889			303,657
Other non-accrual loans and leases not impaired		39,869			42,115			41,875			34,590			27,419
Total non-accrual loans and leases	$	240,246		$	253,227		$	276,798		$	314,479		$	331,076
Allowance for impaired loans		23,939			25,546			39,708			38,657			46,810
Nonaccrual loans and leases, net of specific reserves	$	216,307		$	227,681		$	237,090		$	275,822		$	284,266
Loans and leases 90+ days past due, still accruing	$	1,632		$	1,698		$	3,434		$	7,354		$	3,980
Restructured loans and leases, still accruing		25,071			30,311			42,018			40,966			44,786
Total non-performing loans and leases	$	266,949		$	285,236		$	322,250		$	362,799		$	379,842
Allowance for impaired loans	$	23,939		$	25,546		$	39,708		$	38,657		$	46,810
Allowance for all other loans and leases		151,908			156,231			155,410			161,029			150,817
Total allowance for credit losses	$	175,847		$	181,777		$	195,118		$	199,686		$	197,627
Outstanding balance of impaired loans	$	200,377		$	211,112		$	234,923		$	279,889		$	303,657
Allowance for impaired loans		23,939			25,546			39,708			38,657			46,810
Net book value of impaired loans	$	176,438		$	185,566		$	195,215		$	241,232		$	256,847
Net book value of impaired loans as a % of unpaid principal balance		68	%		70	%		68	%		70	%		69	%
Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases		381	%		371	%		371	%		466	%		550	%
Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases		228	%		211	%		178	%		194	%		198	%

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BXS Announces Second Quarter Results

Page 17

July 23, 2012

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

	June 30, 2012
	Alabama and Florida Panhandle		Arkansas		Mississippi		Missouri		Greater Memphis Area		Tennessee		Texas and Louisiana		Other		Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	57,950	$	191,231	$	340,454	$	56,176	$	17,036	$	83,517	$	248,738	$	502,576	$	1,497,678
Real estate
Consumer mortgages		104,590		266,625		748,850		44,442		83,380		161,013		448,735		46,785		1,904,420
Home equity		59,969		38,511		168,552		24,417		66,302		74,942		61,547		2,005		496,245
Agricultural		6,632		81,867		68,990		3,439		9,497		14,043		62,527		4,980		251,975
Commercial and industrial-owner occupied		116,744		159,231		454,193		81,542		90,680		89,351		250,432		46,714		1,288,887
Construction, acquisition and development		95,278		60,747		251,977		44,756		91,437		88,684		174,818		27,325		835,022
Commercial real estate		190,195		346,586		360,704		204,377		115,061		101,883		377,008		52,934		1,748,748
Credit cards		—		—		—		—		—		—		—		101,085		101,085
All other		30,890		86,350		190,620		6,852		56,187		49,481		95,729		92,226		608,335
Total loans	$	662,248	$	1,231,148	$	2,584,340	$	466,001	$	529,580	$	662,914	$	1,719,534	$	876,630	$	8,732,395
CAD PORTFOLIO:
Multi-family construction	$	—	$	—	$	10	$	—	$	—	$	1,710	$	658	$	—	$	2,378
One-to-four family construction		25,665		11,256		43,836		6,307		10,264		35,178		35,001		15,141		182,648
Recreation and all other loans		2,046		8,604		31,321		309		3,400		3,950		16,403		—		66,033
Commercial construction		13,688		5,383		44,714		2,519		7,801		8,649		28,439		1,736		112,929
Commercial acquisition and development		14,745		16,160		53,043		14,349		31,457		15,821		34,329		2,666		182,570
Residential acquisition and development		39,134		19,344		79,053		21,272		38,515		23,376		59,988		7,782		288,464
Total CAD loans	$	95,278	$	60,747	$	251,977	$	44,756	$	91,437	$	88,684	$	174,818	$	27,325	$	835,022
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	2,551	$	1,167	$	663	$	3,938	$	5	$	145	$	4,606	$	524	$	13,599
Real estate
Consumer mortgages		3,124		4,774		10,801		1,014		1,938		3,960		6,945		6,836		39,392
Home equity		1,038		34		446		144		478		464		387		4		2,995
Agricultural		—		5,314		952		1,294		1,041		244		—		1		8,846
Commercial and industrial-owner occupied		7,455		4,160		7,973		1,721		4,065		4,385		2,194		3		31,956
Construction, acquisition and development		18,342		1,476		8,152		12,418		26,503		13,776		24,623		4,936		110,226
Commercial real estate		9,723		2,846		9,879		19,139		3,804		3,727		2,392		485		51,995
Credit cards		—		—		—		—		—		—		—		2,861		2,861
All other		317		2,162		1,081		94		13		890		366		156		5,079
Total loans	$	42,550	$	21,933	$	39,947	$	39,762	$	37,847	$	27,591	$	41,513	$	15,806	$	266,949

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BXS Announces Second Quarter Results

Page 18

July 23, 2012

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	June 30, 2012
	Alabama and Florida Panhandle		Arkansas		Mississippi		Missouri		Greater Memphis Area		Tennessee		Texas and Louisiana		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	564	$	212	$	—	$	—	$	814	$	—	$	—	$	—	$	1,590
Real estate
Consumer mortgages		2,457		469		2,612		—		2,334		1,402		188		2,470		11,932
Home equity		—		—		220		—		—		—		—		—		220
Agricultural		894		—		—		—		1,154		2,352		—		—		4,400
Commercial and industrial-owner occupied		554		448		2,337		76		1,814		163		149		246		5,787
Construction, acquisition and development		18,459		2,042		19,152		1,395		45,532		15,775		2,215		737		105,307
Commercial real estate		784		1,677		2,281		304		7,425		—		231		—		12,702
All other		47		60		243		116		1,177		—		2		32		1,677
Total loans	$	23,759	$	4,908	$	26,845	$	1,891	$	60,250	$	19,692	$	2,785	$	3,485	$	143,615

	Quarter Ended
	Jun-12			Mar-12			Dec-11			Sep-11			Jun-11
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	167,808		$	173,805		$	162,686		$	151,204		$	136,412
Additions to foreclosed properties
New foreclosed property		6,904			10,766			36,507			29,063			38,199
Reductions in foreclosed properties
Sales		(26,165	)		(11,771	)		(16,688	)		(13,136	)		(21,135	)
Writedowns		(4,932	)		(4,992	)		(8,700	)		(4,445	)		(2,272	)
Balance, end of period	$	143,615		$	167,808		$	173,805		$	162,686		$	151,204
FORECLOSED PROPERTY EXPENSE
Loss (gain) on sale of other real estate owned	$	2,708		$	770		$	711		$	16		$	(140	)
Writedown of other real estate owned		4,932			4,992			8,700			4,445			2,272
Other foreclosed property expense		2,572			2,647			1,422			1,655			1,633
Total foreclosed property expense	$	10,212		$	8,409		$	10,833		$	6,116		$	3,765

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BXS Announces Second Quarter Results

Page 19

July 23, 2012

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-12		Mar-12		Dec-11		Sep-11			Jun-11
NONINTEREST REVENUE:
Mortgage lending	$	11,040	$	15,142	$	8,928	$	(1,443	)	$	2,003
Credit card, debit card and merchant fees		7,787		7,523		7,783		12,981			11,263
Service charges		13,697		15,116		17,412		17,334			16,556
Trust income		3,139		2,282		3,348		2,854			2,850
Securities gains, net		177		74		18		2,047			10,045
Insurance commissions		22,964		23,153		19,416		22,012			22,941
Annuity fees		635		642		382		552			1,094
Brokerage commissions and fees		1,779		1,438		1,215		1,627			1,437
Bank-owned life insurance		1,812		2,613		2,007		1,734			2,223
Other miscellaneous income		3,438		4,377		4,826		2,357			4,732
Total noninterest revenue	$	66,468	$	72,360	$	65,335	$	62,055		$	75,144
NONINTEREST EXPENSE:
Salaries and employee benefits	$	77,661	$	74,931	$	70,512	$	71,851		$	70,142
Occupancy, net of rental income		10,487		10,066		10,315		11,144			10,232
Equipment		5,124		5,333		5,108		5,346			5,595
Deposit insurance assessments		3,994		5,383		5,674		3,781			6,436
Prepayment penalty on FHLB borrowings		—		—		—		—			9,778
Advertising		902		841		1,778		1,140			1,291
Foreclosed property expense		10,212		8,409		10,833		6,116			3,765
Telecommunications		2,023		2,206		2,110		2,097			2,036
Public relations		1,355		1,466		1,244		1,415			1,554
Data processing		2,444		2,764		2,398		2,614			2,365
Computer software		1,786		1,803		1,892		1,863			1,899
Amortization of intangibles		742		763		813		823			833
Legal		981		2,216		3,947		1,467			1,158
Postage and shipping		1,033		1,255		1,163		1,182			1,171
Other miscellaneous expense		17,762		18,244		18,069		19,859			18,814
Total noninterest expense	$	136,506	$	135,680	$	135,856	$	130,698		$	137,069
INSURANCE COMMISSIONS:
Property and casualty commissions	$	16,894	$	14,430	$	14,033	$	16,226		$	16,527
Life and health commissions		4,681		4,724		4,024		4,359			4,301
Risk management income		618		655		597		703			596
Other		771		3,344		762		724			1,517
Total insurance commissions	$	22,964	$	23,153	$	19,416	$	22,012		$	22,941

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BXS Announces Second Quarter Results

Page 20

July 23, 2012

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-12			Mar-12			Dec-11			Sep-11			Jun-11
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	35,668		$	30,174		$	29,159		$	39,455		$	42,306
Additions to mortgage servicing rights:
Originations of servicing assets		4,076			3,525			3,754			3,127			2,380
Changes in fair value:
Due to payoffs/paydowns		(1,737	)		(1,726	)		(1,745	)		(1,745	)		(1,390	)
Due to change in valuation inputs or assumptions used in the valuation model		(3,837	)		3,697			(991	)		(11,676	)		(3,839	)
Other changes in fair value		(3	)		(2	)		(3	)		(2	)		(2	)
Fair value, end of period	$	34,167		$	35,668		$	30,174		$	29,159		$	39,455
MORTGAGE LENDING REVENUE:
Production revenue:
Origination	$	13,119		$	9,720		$	8,308		$	8,688		$	4,066
Servicing		3,495			3,451			3,356			3,290			3,166
Payoffs/Paydowns		(1,737	)		(1,726	)		(1,745	)		(1,745	)		(1,390	)
Total production revenue		14,877			11,445			9,919			10,233			5,842
Market value adjustment		(3,837	)		3,697			(991	)		(11,676	)		(3,839	)
Total mortgage lending revenue (loss)	$	11,040		$	15,142		$	8,928		$	(1,443	)	$	2,003
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,481,060		$	1,578,441		$	1,501,243		$	1,497,456		$	1,599,231
Government agency issued residential mortgage-back securities		360,489			385,146			404,610			420,689			430,402
Government agency issued commercial mortgage-back securities		35,895			31,647			34,599			34,475			31,627
Obligations of states and political subdivisions		577,629			568,642			563,520			519,431			486,653
Other		7,758			9,659			9,546			9,504			12,911
Total available-for-sale securities	$	2,462,831		$	2,573,535		$	2,513,518		$	2,481,555		$	2,560,824

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BXS Announces Second Quarter Results

Page 21

July 23, 2012

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended June 30, 2012
(Taxable equivalent basis)	Average Balance			Interest		Yield/ 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

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BXS Announces Second Quarter Results

Page 22

July 23, 2012

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended March 31, 2012
(Taxable equivalent basis)	Average Balance			Interest		Yield/ 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

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BXS Announces Second Quarter Results

Page 23

July 23, 2012

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended December 31, 2011
(Taxable equivalent basis)	Average Balance			Interest		Yield/ 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

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BXS Announces Second Quarter Results

Page 24

July 23, 2012

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended September 30, 2011
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,200,439		$	115,605		4.99	%
Available-for-sale securities:
Taxable		2,123,772			13,283		2.48	%
Tax-exempt		405,710			6,354		6.21	%
Short-term investments		309,146			203		0.26	%
Total interest earning assets and revenue		12,039,067			135,445		4.46	%
Other assets		1,340,797
Less: allowance for credit losses		(205,209	)
Total	$	13,174,655
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand - interest bearing	$	4,789,462		$	5,323		0.44	%
Savings		957,871			828		0.34	%
Other time		3,246,332			14,837		1.81	%
Short-term borrowings		458,199			112		0.10	%
Junior subordinated debt		160,312			2,861		7.08	%
Long-term debt		34,984			361		4.09	%
Total interest bearing liabilities and expense		9,647,160			24,322		1.00	%
Demand deposits - noninterest bearing		2,147,707
Other liabilities		127,973
Total liabilities		11,922,840
Shareholders’ equity		1,251,815
Total	$	13,174,655
Net interest revenue				$	111,123
Net interest margin							3.66	%
Net interest rate spread							3.46	%
Interest bearing liabilities to interest earning assets							80.13	%
Net interest tax equivalent adjustment				$	3,048

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BXS Announces Second Quarter Results

Page 25

July 23, 2012

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended June 30, 2011
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,293,831		$	118,284		5.10	%
Held-to-maturity securities:
Taxable		887,767			5,143		2.32	%
Tax-exempt		209,795			3,523		6.74	%
Available-for-sale securities:
Taxable		1,432,822			10,485		2.94	%
Tax-exempt		176,898			2,879		6.53	%
Short-term investments		226,638			160		0.28	%
Total interest earning assets and revenue		12,227,751			140,474		4.61	%
Other assets		1,350,777
Less: allowance for credit losses		(212,968	)
Total	$	13,365,560
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand - interest bearing	$	4,977,764		$	6,040		0.49	%
Savings		941,169			810		0.35	%
Other time		3,418,741			16,284		1.91	%
Short-term borrowings		425,666			155		0.15	%
Junior subordinated debt		160,312			2,860		7.16	%
Long-term debt		89,395			1,174		5.27	%
Total interest bearing liabilities and expense		10,013,047			27,323		1.09	%
Demand deposits - noninterest bearing		2,018,197
Other liabilities		112,035
Total liabilities		12,143,279
Shareholders’ equity		1,222,281
Total	$	13,365,560
Net interest revenue				$	113,151
Net interest margin							3.71	%
Net interest rate spread							3.51	%
Interest bearing liabilities to interest earning assets							81.89	%
Net interest tax equivalent adjustment				$	3,239

-MORE-

BXS Announces Second Quarter Results

Page 26

July 23, 2012

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands)

(Unaudited)

Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to Total Assets and Total Shareholders’ Equity (*):

	June 30,						March 31,
	2012			2011			2012
Tangible assets
Total assets	$	13,147,818		$	13,367,050		$	13,307,572
Less: Goodwill		271,297			271,297			271,297
Other identifiable intangible assets		15,108			18,249			15,850
Total tangible assets	$	12,861,413		$	13,077,504		$	13,020,425
Tangible shareholders’ equity
Total shareholders’ equity	$	1,418,311		$	1,246,703		$	1,392,199
Less: Goodwill		271,297			271,297			271,297
Other identifiable intangible assets		15,108			18,249			15,850
Total tangible shareholders’ equity	$	1,131,906		$	957,157		$	1,105,052
Tangible shareholders’ equity to tangible assets		8.80	%		7.32	%		8.49	%

(*) 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.

-END-

EX-99.2

BancorpSouth, Inc.

Financial Information

As of June 30, 2012

Exhibit 99.2

Forward Looking Information

2

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 use of non-GAAP financial measures, results of operations and financial condition. 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 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 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,

and

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.  Forward-looking

statements

speak

only

as

of

the

date

they

were

made,

and,

except

as

required

by

law,

we

do

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 because of rounding. Unless otherwise noted, any quotes

in this presentation can be attributed to company management.

This presentation contains financial information determined by methods other than those prescribed by accounting principles generally

accepted in the United States ("GAAP”). Management uses these "non-GAAP" financial measures in its analysis of the Company's capital and

performance. Management believes that the ratio of tangible common equity to tangible assets is important to investors who are interested in

evaluating the adequacy of the Company’s capital levels.

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 the Appendix of this presentation reconciles these non-GAAP measures with comparable measures

calculated in accordance with GAAP.

Non-GAAP Financial Disclaimer

3

Financial Highlights

At and for the three months ended June 30, 2012

Net income of $20.6 million, or $0.22 per diluted share

Continued improvement in many credit quality indicators including the

provision for credit losses, total NPLs and NPAs, classified loans, and

net charge-offs

Net interest margin remained relatively stable at 3.65%

Mortgage production increased to $444 million, and mortgage lending

contributed $14.9 million of non-interest revenue excluding a negative

MSR valuation adjustment of $3.8 million

Improving loan production, particularly in the Commercial and

Industrial portfolio

Announced the third quarter acquisition of the assets of The Securance

Group, Inc. which has three locations in Alabama

4

5

Capital Highlights

14.66%

13.41%

10.07%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

6/30/11

9/30/11

12/31/11

3/31/12

6/30/12

Total capital

Tier I capital

Tier I leverage capital

Provision for credit losses declined $4.0 million, or 40.0%, from the

previous quarter

NPLs decreased $18.3 million, or 6.4%, and NPAs declined $42.5 million,

or 9.4%, from the previous quarter

OREO decreased $24.2 million, or 14.4%, from the previous quarter

55% of non-accrual loans were paying as agreed

Net charge-offs decreased $11.4 million, or 48.9%, from the previous

quarter

Substandard classified loans declined $79.6 million, or 12.5%

Credit Quality Highlights

At and for the three months ended June 30, 2012

“Paying as Agreed”

includes loans < 30 days past due with payments occurring at least quarterly

6

7

Recent Operating Results

Dollars in millions, except per share data 

NM –

Not meaningful 

6/30/12

3/31/12

6/30/11

Net interest revenue

$104.7

$105.6

$109.9

(4.7)

%

Provision for credit losses

6.0

10.0

32.2

(81.4)

Noninterest revenue

66.5

72.4

75.1

(11.5)

Noninterest expense

136.5

135.7

137.1

(0.4)

Income before income taxes

28.7

32.3

15.7

82.3

Income tax provision

8.1

9.4

2.9

NM

Net income

$20.6

$22.9

$12.8

60.8

Net income per share:  diluted

$0.22

$0.25

$0.15

46.7

Three Months Ended

Q2'12 vs.

Q2'11

Noninterest Revenue

Dollars in thousands

NM –

Not meaningful

8

Q2 '12 vs.

6/30/12

3/31/12

6/30/11

Q2 '11

Mortgage origination and servicing

14,877

$

11,445

$

5,842

$ 

154.7

%

MSR valuation adjustment

(3,837)

3,697

(3,839)

(0.1)

Credit card, debit card and merchant fees

7,787

7,523

11,263

(30.9)

Service charges

13,697

15,116

16,556

(17.3)

Trust income

3,139

2,282

2,850

10.1

Security gains, net

177

74

10,045

(98.2)

Insurance commissions

22,964

23,153

22,941

0.1

Other

7,664

9,070

9,486

(19.2)

Total noninterest revenue

66,468

$

72,360

$

75,144

$

(11.5)

%

Three Months Ended

Loan Portfolio

Dollars

in

millions

Net

loans

and

leases

as

of

June

30,

2012

9

As of

6/30/12

3/31/12

$ Change

Commercial and industrial

1,498

$ 

1,442

$ 

56

$      

3.9

%

Real estate:

1,904

1,938

(34)

(1.7)

Home equity

496

501

(5)

(1.0)

252

257

(5)

(1.8)

Commercial and industrial-owner occupied

1,289

1,288

1

0.1

Construction, acquisition and development

835

858

(23)

(2.7)

Commercial

1,749

1,742

7

0.4

Credit Cards

101

101

1

0.6

Other

608

612

(4)

(0.6)

Total

8,732

$ 

8,738

$ 

(6)

$       

(0.1)

%

% Change

Consumer mortgages

Agricultural

NPLs

Dollars

in

millions

Net

loans

and

leases

as

of

June

30,

2012

10

As of

6/30/12

3/31/12

$ Change

Commercial and industrial

13.6

$   

12.5

$   

1.1

$     

9.0

%

Real estate:

Consumer mortgages

39.4

52.2

(12.8)

(24.6)

Home equity

3.0

2.7

0.3

11.5

Agricultural

8.8

4.3

4.6

107.9

Commercial and industrial-owner occupied

32.0

37.1

(5.1)

(13.8)

Construction, acquisition and development

110.2

121.4

(11.1)

(9.2)

Commercial

52.0

46.8

5.2

11.0

Credit Cards

2.9

3.1

(0.2)

(6.5)

Other

5.1

5.2

(0.2)

(3.1)

Total

266.9

$ 

285.2

$ 

(18.3)

$ 

(6.4)

%

% Change

NPA Improvement

11

NPLs include nonaccrual loans, loans 90+ days past due and restructured loans     

$236

$302

$409

$394

$425

$380

$363

$322

$285

$267

$59

$68

$83

$133

$136

$151

$163

$174

$168

$144

$295

$370

$492

$528

$561

$531

$525

$496

$453

$411

$100

$200

$300

$400

$500

$600

3/31/10

6/30/10

9/30/10

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

3/31/12

6/30/12

NPLs

OREO

Dollars in millions

NPAs include NPLs and other real estate owned

$0

$100

$200

$300

$400

6/30/11

9/30/11

12/31/11

3/31/12

6/30/12

Non-Accrual Lns Paying as Agreed

All Other Non-Accrual Lns

Non-Accrual Loans

Dollars

in

millions

“Paying

as

Agreed”

includes

loans

<

30

days

past

due

with

payments

occurring

at

least

quarterly

47%

48%

51%

54%

55%

55% of non-accrual loans were paying as agreed as of June 30, 2012

12

Dollars

in

millions

Data

for

quarters

ended

as

of

dates

shown

Payments Received on Non-Accrual Loans

13

Payments of over $100 million received on non-accrual loans over the past 5 quarters

$18.2

$20.2

$15.1

$20.6

$27.1

$0

$5

$10

$15

$20

$25

$30

6/30/11

9/30/11

12/31/11

3/31/12

6/30/12

Construction Acquisition and Development

14

Dollars in millions

Net loans and leases

$601

$570

$523

$456

$420

$393

$377

$342

$317

$288

$1,429

$1,419

$1,336

$1,175

$1,117

$1,061

$977

$908

$858

$835

$0

$400

$800

$1,200

$1,600

3/31/10

6/30/10

9/30/10

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

3/31/12

6/30/12

Residential

CAD

All Other Construction, Acquisition and Development

Dollars

in

millions

Net

charge-offs

for

the

quarters

ended

as

of

the

dates

shown

Net Charge-offs Have Improved

% Avg. Loans

15

$31

$50

$51

$51

$52

$33

$23

$24

$23

$12

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

$0

$10

$20

$30

$40

$50

$60

3/31/10

6/30/10

9/30/10

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

3/31/12

6/30/12

Net charge-offs

Net charge-offs / average loans

16

Securance Group Acquisition

Appendix

18

Non-GAAP Financial Reconciliation

Tangible Common Equity / Tangible Assets (TCE/TA)

As of

As of

As of

6/30/2012

3/31/2012

6/30/2011

(Dollars In Thousands)

Common Equity --> A

$1,418,311

$1,392,199

$1,246,703

Assets --> B

13,147,818

13,307,572

13,367,050

Intangibles --> C

286,405

287,147

289,546

Tangible Common Equity --> D=A-C

1,131,906

1,105,052

957,157

Tangible Assets --> E=B-C

12,861,413

13,020,425

13,077,504

TCE/TA --> D/E

8.80%

8.49%

7.32%