EX-99.1

EX-99.1 2 d472467dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

News Release

LOGO


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

BancorpSouth Announces Fourth Quarter 2012 Earnings of $17.0 Million or $0.18 per Diluted Share

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

Highlights for the fourth quarter of 2012 included:

•

The appointment of James D. Rollins III as the Company’s new Chief Executive Officer.

•

Quarterly net income of $17.0 million or $0.18 per diluted share, resulting in net income of $84.3 million, or $0.90 per diluted share, for the year.

•

Mortgage production of $549.4 million, which contributed to mortgage lending revenue of $17.2 million for the quarter.

•

Other real estate owned (“OREO”) sales of $27.9 million, which contributed to a 19.5 percent decline in OREO and a 10.3 percent reduction in total non-performing assets (“NPAs”) from the prior quarter and reductions of 40.6 percent and 32.1 percent, respectively, compared to the end of 2011.

•

Nonaccrual loans decreased $12.5 million, or 5.7 percent, from the prior quarter and $69.6 million, or 25.1 percent, from the fourth quarter of 2011. At the end of the quarter, 55.7 percent of nonaccrual loans were paying in accordance with their contractual terms.

•

Capital ratios continued to rise, with Tier 1 leverage and Total risk-based capital ratios increasing to 10.25 percent and 15.08 percent, respectively.

On November 26, 2012 the Company announced that the Board of Directors had selected James D. “Dan” Rollins III as its new Chief Executive Officer. Rollins assumed this position effective November 27, 2012, and also became a member of BancorpSouth’s Board of Directors at that

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

LOGO

is a financial holding company.

BXS Announces Fourth Quarter Results

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January 23, 2013

time. Rollins succeeded Aubrey B. Patterson, who continues to serve as Chairman of the Board. Rollins remarked, “I am both humbled by the confidence that the Board of Directors has placed in me and excited about working with a team of professionals who share a desire and commitment to move our Company forward. While I was only a part of the team for the last month of 2012, I believe that the results reported for the year are the product of a lot of hard work and effort over a number of quarters to continue to improve the Company’s credit quality and operating performance.”

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

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

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

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

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BXS Announces Fourth Quarter Results

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Net Interest Revenue

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

Asset, Deposit and Loan Activity

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

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

Provision for Credit Losses and Allowance for Credit Losses

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

NPLs were $233.6 million, or 2.70 percent of net loans and leases, at December 31, 2012, compared with $322.3 million, or 3.63 percent of net loans and leases, at December 31, 2011, and $247.3 million, or 2.85 percent of net loans and leases, at September 30, 2012. The

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BXS Announces Fourth Quarter Results

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January 23, 2013

allowance for credit losses was $164.5 million, or 1.90 percent of net loans and leases, at December 31, 2012 compared with $195.1 million, or 2.20 percent of net loans and leases, at December 31, 2011 and $169.0 million, or 1.95 percent of net loans and leases, at September 30, 2012.

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

At December 31, 2012, $35.7 million of NPLs were residential CAD loans, $36.3 million were other CAD loans, $62.2 million were commercial real estate loans and $40.7 million were consumer mortgages. NPLs from all other loan types totaled $58.7 million at December 31, 2012. Included in nonaccrual loans at December 31, 2012 were $115.4 million of loans, or 55.7 percent of total nonaccrual loans, that were paying as agreed, compared with $125.0 million, or 56.9 percent, at the end of the third quarter of 2012. These loans were generally placed on nonaccrual status because the collateral values were less than the outstanding balances, and because of uncertainty as to whether the borrowers possessed adequate liquidity or would be able to generate sufficient cash flow to satisfy the debt given the short-fall in collateral values. Such loans are generally deemed to be impaired, with a specific reserve established for the difference in the balance owed and the disposition value of the collateral.

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

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

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BXS Announces Fourth Quarter Results

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Noninterest Revenue

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

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

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

Noninterest Expense

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

Capital Management

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

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BXS Announces Fourth Quarter Results

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Summary

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

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

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2012 results on January 24, 2013, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth’s website at http://www.bancorpsouth.com. A replay of the conference call will be available at BancorpSouth’s website for at least two weeks following the call.

Forward-Looking Statements

Certain statements contained in this news release may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could” or “intend.” These forward-looking statements include, without limitation, statements relating to the disposition and the aggressive pricing of certain OREO properties, credit quality and operating performance, profitability, and our use of non-GAAP financial measures.

We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual results could differ materially from those indicated in such forward-looking statements because of a variety of factors. These factors may include, but are not limited to, conditions in the financial markets and economic conditions generally, the ongoing debt crisis and the downgrade of the sovereign credit ratings for various nations, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from

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the significant amount of the Company’s other real estate owned, limitations on the Company’s ability to declare and pay dividends, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd Frank Act, supervision of the Company’s operations, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in the Company’s information system security, the failure of certain third party vendors to perform, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, the effectiveness of the Company’s internal controls, other factors generally understood to affect the financial results of financial services companies and other factors detailed from time to time in the Company’s press releases and filings with the Securities and Exchange Commission.

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

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BXS Announces Fourth Quarter Results

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BancorpSouth, Inc.

Selected Financial Data


	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
(Dollars in thousands, except per share amounts)
Earnings Summary:
Net interest revenue	$	100,861		$	107,489		$	414,591		$	434,913
Provision for credit losses		6,000			19,250			28,000			130,081
Noninterest revenue		70,901			65,335			280,149			270,845
Noninterest expense		143,219			135,856			549,193			533,633

Income before income taxes		22,543			17,718			117,547			42,044
Income tax provision		5,563			4,415			33,252			4,475

Net income	$	16,980		$	13,303		$	84,295		$	37,569

Earnings per share: Basic	$	0.18		$	0.16		$	0.90		$	0.45

Diluted	$	0.18		$	0.16		$	0.90		$	0.45

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

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

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

Total non-performing assets								336,798			496,055
Net charge-offs as a percentage of average loans (annualized)		0.49	%		1.06	%		0.67	%		1.44	%

Performance ratios (annualized):
Return on average assets		0.51	%		0.40	%		0.65	%		0.28	%
Return on common equity		4.64	%		4.16	%		5.96	%		3.03	%
Total shareholders’ equity to total assets		10.82	%		9.72	%		10.82	%		9.72	%
Tangible shareholders’ equity to tangible assets		8.83	%		7.67	%		8.83	%		7.67	%
Net interest margin		3.44	%		3.69	%		3.57	%		3.69	%
Average shares outstanding - basic		94,440,184			83,488,102			93,760,604			83,486,296
Average shares outstanding - diluted		94,560,226			83,503,611			93,850,104			83,509,759
Cash dividends per share	$	0.01		$	0.01		$	0.04		$	0.14
Tier 1 capital		13.82	%⁽¹⁾		11.77	%		13.82	%⁽¹⁾		11.77	%
Total capital		15.08	%⁽¹⁾		13.03	%		15.08	%⁽¹⁾		13.03	%
Tier 1 leverage capital		10.25	%⁽¹⁾		8.85	%		10.25	%⁽¹⁾		8.85	%

⁽¹⁾	Estimated as of earnings release date

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January 23, 2013

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)


	Dec-12			Sep-12		Jun-12		Mar-12			Dec-11
	(Dollars in thousands)
Assets
Cash and due from banks	$	223,814		$	176,529	$	224,084	$	184,441		$	195,681
Interest bearing deposits with other banks		979,800			757,207		603,458		665,675			303,663
Available-for-sale securities, at fair value		2,434,032			2,483,606		2,462,831		2,573,535			2,513,518
Loans and leases		8,672,752			8,716,715		8,771,642		8,777,538			8,911,258
Less: Unearned income		35,763			36,746		39,247		39,615			40,947
Allowance for credit losses		164,466			169,019		175,847		181,777			195,118

Net loans and leases		8,472,523			8,510,950		8,556,548		8,556,146			8,675,193
Loans held for sale		129,138			129,408		108,134		110,294			83,458
Premises and equipment, net		319,456			321,068		320,419		321,720			323,383
Accrued interest receivable		44,356			48,314		47,358		50,008			51,266
Goodwill		275,173			275,173		271,297		271,297			271,297
Bank owned life insurance		231,120			203,798		202,620		202,698			200,085
Other real estate owned		103,248			128,211		143,615		167,808			173,805
Other assets		184,538			201,473		207,454		203,950			204,502

Total Assets	$	13,397,198		$	13,235,737	$	13,147,818	$	13,307,572		$	12,995,851

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,545,169		$	2,492,508	$	2,312,044	$	2,260,012		$	2,269,799
Interest bearing		4,799,496			4,697,260		4,782,243		4,897,585			4,706,825
Savings		1,145,785			1,103,490		1,083,255		1,067,256			991,702
Other time		2,597,696			2,681,382		2,778,795		2,857,469			2,986,863

Total deposits		11,088,146			10,974,640		10,956,337		11,082,322			10,955,189
Federal funds purchased and securities sold under agreement to repurchase		414,611			377,676		361,990		401,089			373,933
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		—			—		1,500		1,500			1,500
Accrued interest payable		6,140			6,759		7,161		7,652			8,644
Junior subordinated debt securities		160,312			160,312		160,312		160,312			160,312
Long-term Federal Home Loan Bank borrowings		33,500			33,500		33,500		33,500			33,500
Other liabilities		245,437			236,147		208,707		228,998			199,861

Total Liabilities		11,948,146			11,789,034		11,729,507		11,915,373			11,732,939
Shareholders’ Equity
Common stock		236,094			236,102		236,091		236,090			208,709
Capital surplus		312,190			311,271		310,388		309,426			227,567
Accumulated other comprehensive income (loss)		(8,646	)		5,952		1,334		(4,136	)		(2,261	)
Retained earnings		909,414			893,378		870,498		850,819			828,897

Total Shareholders’ Equity		1,449,052			1,446,703		1,418,311		1,392,199			1,262,912

Total Liabilities & Shareholders’ Equity	$	13,397,198		$	13,235,737	$	13,147,818	$	13,307,572		$	12,995,851

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BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)


	Dec-12		Sep-12		Jun-12			Mar-12			Dec-11
	(Dollars in thousands)
Assets
Cash and due from banks	$	164,801	$	152,228	$	152,907		$	160,827		$	151,004
Interest bearing deposits with other banks		849,710		605,270		574,624			603,714			384,231
Available-for-sale securities, at fair value		2,454,031		2,481,201		2,520,932			2,507,941			2,509,943
Federal funds sold and securities purchased under agreement to resell		—		2,717		—			274			2,174
Loans and leases		8,671,559		8,755,094		8,774,767			8,832,104			8,995,035
Less: Unearned income		36,420		38,448		39,542			40,562			40,806
Allowance for credit losses		170,081		179,283		185,209			202,158			208,005

Net loans and leases		8,465,058		8,537,363		8,550,016			8,589,384			8,746,224
Loans held for sale		106,552		118,944		77,642			61,250			67,781
Premises and equipment, net		320,439		320,234		320,731			322,641			322,544
Accrued interest receivable		43,144		44,789		45,494			47,512			49,256
Goodwill		275,173		273,867		271,297			271,297			271,297
Bank owned life insurance		208,504		203,151		202,616			200,724			198,892
Other real estate owned		119,852		134,384		155,471			170,924			164,841
Other assets		135,929		144,868		146,501			151,870			178,592

Total Assets	$	13,143,193	$	13,019,016	$	13,018,231		$	13,088,358		$	13,046,779

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,482,168	$	2,328,948	$	2,248,914		$	2,139,371		$	2,248,904
Interest bearing		4,703,500		4,704,896		4,769,340			4,960,060			4,714,059
Savings		1,117,297		1,092,802		1,074,912			1,027,611			975,892
Other time		2,635,281		2,729,878		2,815,753			2,916,910			3,078,376

Total deposits		10,938,246		10,856,524		10,908,919			11,043,952			11,017,231
Federal funds purchased and securities sold under agreement to repurchase		401,968		388,817		374,982			358,124			430,968
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		—		1,223		1,500			1,500			1,500
Accrued interest payable		7,613		8,404		8,605			9,392			10,617
Junior subordinated debt securities		160,312		160,312		160,312			160,312			160,312
Long-term Federal Home Loan Bank borrowings		33,500		33,500		33,500			33,500			33,500
Other liabilities		147,137		138,079		126,680			117,869			123,746

Total Liabilities		11,688,776		11,586,859		11,614,498			11,724,649			11,777,874
Shareholders’ Equity
Common stock		236,103		236,095		236,091			231,276			208,722
Capital surplus		311,634		310,642		309,634			294,973			227,201
Accumulated other comprehensive (loss) income		1,260		2,900		(4,020	)		(2,269	)		8,927
Retained earnings		905,420		882,520		862,028			839,729			824,055

Total Shareholders’ Equity		1,454,417		1,432,157		1,403,733			1,363,709			1,268,905

Total Liabilities & Shareholders’ Equity	$	13,143,193	$	13,019,016	$	13,018,231		$	13,088,358		$	13,046,779

- MORE -

BXS Announces Fourth Quarter Results

Page 11

January 23, 2013

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)


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

Total interest revenue		117,095		120,750		123,204		125,375		129,393		486,424		537,853

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

Total interest expense		16,234		17,371		18,463		19,765		21,904		71,833		102,940

Net interest revenue		100,861		103,379		104,741		105,610		107,489		414,591		434,913
Provision for credit losses		6,000		6,000		6,000		10,000		19,250		28,000		130,081

Net interest revenue, after provision for credit losses		94,861		97,379		98,741		95,610		88,239		386,591		304,832

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

Total noninterest revenue		70,901		70,420		66,468		72,360		65,335		280,149		270,845

NONINTEREST EXPENSE:
Salaries and employee benefits		77,203		74,829		77,661		74,931		70,512		304,624		282,880
Occupancy, net of rental income		10,643		10,944		10,487		10,066		10,315		42,140		42,362
Equipment		5,309		5,083		5,124		5,333		5,108		20,849		21,707
Deposit insurance assessments		3,103		3,998		3,994		5,383		5,674		16,478		21,316
Prepayment penalty on FHLB borrowings		—		—		—		—		—		—		9,778
Other		46,961		38,934		39,240		39,967		44,247		165,102		155,590

Total noninterest expenses		143,219		133,788		136,506		135,680		135,856		549,193		533,633

Income before income taxes		22,543		34,011		28,703		32,290		17,718		117,547		42,044
Income tax expense		5,563		10,186		8,079		9,424		4,415		33,252		4,475

Net income	$	16,980	$	23,825	$	20,624	$	22,866	$	13,303	$	84,295	$	37,569

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

Diluted	$	0.18	$	0.25	$	0.22	$	0.25	$	0.16	$	0.90	$	0.45

- MORE -

BXS Announces Fourth Quarter Results

Page 12

January 23, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


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

Total loans	$	8,636,989		$	8,679,969		$	8,732,395		$	8,737,923		$	8,870,311

ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	169,019		$	175,847		$	181,777		$	195,118		$	199,686
Loans and leases charged off:
Commercial and industrial		(2,174	)		(4,334	)		(1,582	)		(4,272	)		(1,677	)
Real estate
Consumer mortgages		(3,789	)		(2,299	)		(2,818	)		(4,216	)		(2,953	)
Home equity		(1,064	)		(270	)		(536	)		(851	)		(1,667	)
Agricultural		(456	)		(302	)		(386	)		(96	)		(110	)
Commercial and industrial-owner occupied		(1,421	)		(994	)		(2,732	)		(3,868	)		(1,136	)
Construction, acquisition and development		(5,286	)		(6,845	)		(9,560	)		(11,394	)		(10,539	)
Commercial real estate		(4,026	)		(2,633	)		(3,260	)		(2,809	)		(6,858	)
Credit cards		(531	)		(540	)		(588	)		(562	)		(706	)
All other		(977	)		(731	)		(438	)		(758	)		(794	)

Total loans charged off		(19,724	)		(18,948	)		(21,900	)		(28,826	)		(26,440	)

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

Total recoveries		9,171			6,120			9,970			5,485			2,622

Net charge-offs		(10,553	)		(12,828	)		(11,930	)		(23,341	)		(23,818	)
Provision charged to operating expense		6,000			6,000			6,000			10,000			19,250

Balance, end of period	$	164,466		$	169,019		$	175,847		$	181,777		$	195,118

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

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

- MORE -

BXS Announces Fourth Quarter Results

Page 13

January 23, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


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

Total nonaccrual loans and leases	$	207,241		$	219,738		$	240,246		$	253,227		$	276,798

Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	414		$	45		$	—		$	10		$	12
Real estate
Consumer mortgages		512			1,027			1,141			1,314			2,974
Home equity		—			—			—			—			—
Agricultural		10			—			—			—			—
Commercial and industrial-owner occupied		19			119			—			—			—
Construction, acquisition and development		—			—			—			—			—
Commercial real estate		—			—			—			—			—
Credit cards		228			236			324			228			299
All other		27			15			167			146			149

Total loans and leases 90+ days past due, still accruing		1,210			1,442			1,632			1,698			3,434

Restructured Loans and Leases, Still Accruing		25,099			26,147			25,071			30,311			42,018

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

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

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

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

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

Total Loans and Leases 30-89 days past due, still accruing	$	28,237		$	43,745		$	28,570		$	28,992		$	37,547

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

- MORE -

BXS Announces Fourth Quarter Results

Page 14

January 23, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


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

Total outstanding balance	$	735,808		$	823,692		$	835,022		$	858,110		$	908,362

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

Total nonaccrual CAD loans		66,635			92,351			104,283			115,649			133,110

CAD Loans 90+ Days Past Due, Still Accruing:
Multi-family construction		—			—			—			—			—
One-to-four family construction		—			—			—			—			—
Recreation and all other loans		—			—			—			—			—
Commercial construction		—			—			—			—			—
Commercial acquisition and development		—			—			—			—			—
Residential acquisition and development		—			—			—			—			—

Total CAD loans 90+ days past due, still accruing		—			—			—			—			—

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

Total restructured CAD loans, still accruing		5,363			5,089			5,943			5,704			2,049

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

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

- MORE -

BXS Announces Fourth Quarter Results

Page 15

January 23, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


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

Total loans	$	7,806,414	$	181,808	$	485,217	$	6,538	$	284	$	156,728	$	8,636,989


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

Total loans	$	7,785,548	$	180,285	$	529,484	$	7,953	$	560	$	176,139	$	8,679,969

- MORE -

BXS Announces Fourth Quarter Results

Page 16

January 23, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	As of
	Dec-12			Sep-12			Jun-12			Mar-12			Dec-11
Unpaid principal balance of impaired loans	$	206,072		$	225,581		$	259,703		$	266,483		$	287,099
Cumulative charge-offs on impaired loans		49,344			49,442			59,326			55,371			52,176

Impaired nonaccrual loan and lease outstanding balance		156,728			176,139			200,377			211,112			234,923
Other non-accrual loans and leases not impaired		50,513			43,599			39,869			42,115			41,875

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

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

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

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

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

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

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

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

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

Net book value of impaired loans as a % of unpaid principal balance		71	%		70	%		68	%		70	%		68	%
Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases		305	%		346	%		381	%		371	%		371	%
Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases		200	%		212	%		228	%		211	%		178	%

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BXS Announces Fourth Quarter Results

Page 17

January 23, 2013

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)


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

Total loans	$	700,785		$	1,167,117		$	2,574,990		$	418,089		$	497,553		$	655,473		$	1,717,434		$	905,548		$	8,636,989

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

Total CAD loans	$	92,454		$	68,035		$	217,763		$	35,880		$	77,091		$	93,414		$	141,205		$	9,966		$	735,808

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

Total loans	$	41,236		$	27,948		$	40,337		$	38,843		$	28,865		$	18,406		$	21,463		$	16,452		$	233,550

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

Total loans		5.88	%		2.39	%		1.57	%		9.29	%		5.80	%		2.81	%		1.25	%		1.82	%		2.70	%

*	Excludes the Greater Memphis Area.

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BXS Announces Fourth Quarter Results

Page 18

January 23, 2013

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


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

Total loans	$	17,254	$	3,185	$	19,916	$	1,089	$	41,950	$	12,482	$	3,227	$	4,145	$	103,248


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

Balance, end of period	$	103,248		$	128,211		$	143,615		$	167,808		$	173,805

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

Total foreclosed property expense	$	11,991		$	8,794		$	10,212		$	8,409		$	10,833

*	Excludes the Greater Memphis Area.

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BXS Announces Fourth Quarter Results

Page 19

January 23, 2013

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)


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

Total noninterest revenue	$	70,901	$	70,420	$	66,468	$	72,360	$	65,335

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

Total noninterest expense	$	143,219	$	133,788	$	136,506	$	135,680	$	135,856

INSURANCE COMMISSIONS:
Property and casualty commissions	$	14,968	$	17,704	$	16,894	$	14,430	$	14,033
Life and health commissions		4,376		4,651		4,681		4,724		4,024
Risk management income		581		698		618		655		597
Other		577		466		771		3,344		762

Total insurance commissions	$	20,502	$	23,519	$	22,964	$	23,153	$	19,416

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BXS Announces Fourth Quarter Results

Page 20

January 23, 2013

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


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

Fair value, end of period	$	37,882		$	34,562		$	34,167		$	35,668		$	30,174

MORTGAGE LENDING REVENUE:
Production revenue:
Origination	$	15,131		$	15,326		$	13,119		$	9,720		$	8,308
Servicing		3,879			3,610			3,495			3,451			3,356
Payoffs/Paydowns		(2,005	)		(2,181	)		(1,737	)		(1,726	)		(1,745	)

Total production revenue		17,005			16,755			14,877			11,445			9,919
Market value adjustment		183			(3,206	)		(3,837	)		3,697			(991	)

Total mortgage lending revenue	$	17,188		$	13,549		$	11,040		$	15,142		$	8,928

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

Total available-for-sale securities	$	2,434,032		$	2,483,606		$	2,462,831		$	2,573,535		$	2,513,518

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BXS Announces Fourth Quarter Results

Page 21

January 23, 2013

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)


	Quarter Ended December 31, 2012
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	8,741,691		$	104,608		4.76	%
Available-for-sale securities:
Taxable		1,993,245			8,840		1.76	%
Tax-exempt		460,786			6,281		5.42	%
Short-term investments		849,710			528		0.25	%

Total interest earning assets and revenue		12,045,432			120,257		3.97	%
Other assets		1,267,842
Less: allowance for credit losses		(170,081	)

Total	$	13,143,193

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand - interest bearing	$	4,703,500		$	3,588		0.30	%
Savings		1,117,297			606		0.22	%
Other time		2,635,281			8,749		1.32	%
Short-term borrowings		402,024			73		0.07	%
Junior subordinated debt		160,312			2,869		7.12	%
Long-term debt		33,500			349		4.14	%

Total interest bearing liabilities and expense		9,051,914			16,234		0.71	%
Demand deposits - noninterest bearing		2,482,168
Other liabilities		154,694

Total liabilities		11,688,776
Shareholders’ equity		1,454,417

Total	$	13,143,193

Net interest revenue				$	104,023

Net interest margin							3.44	%
Net interest rate spread							3.26	%
Interest bearing liabilities to interest earning assets							75.15	%
Net interest tax equivalent adjustment				$	3,162

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BXS Announces Fourth Quarter Results

Page 22

January 23, 2013

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)


	Quarter Ended September 30, 2012
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	8,835,590		$	107,756		4.85	%
Available-for-sale securities:
Taxable		2,022,294			9,439		1.86	%
Tax-exempt		458,907			6,322		5.48	%
Short-term investments		607,987			401		0.26	%

Total interest earning assets and revenue		11,924,778			123,918		4.13	%
Other assets		1,273,521
Less: allowance for credit losses		(179,283	)

Total	$	13,019,016

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand - interest bearing	$	4,704,896		$	3,889		0.33	%
Savings		1,092,802			686		0.25	%
Other time		2,729,878			9,482		1.38	%
Short-term borrowings		390,100			90		0.09	%
Junior subordinated debt		160,312			2,875		7.13	%
Long-term debt		33,500			349		4.14	%

Total interest bearing liabilities and expense		9,111,488			17,371		0.76	%
Demand deposits - noninterest bearing		2,328,948
Other liabilities		146,423

Total liabilities		11,586,859
Shareholders’ equity		1,432,157

Total	$	13,019,016

Net interest revenue				$	106,547

Net interest margin							3.55	%
Net interest rate spread							3.37	%
Interest bearing liabilities to interest earning assets							76.41	%
Net interest tax equivalent adjustment				$	3,168

- MORE -

BXS Announces Fourth Quarter Results

Page 23

January 23, 2013

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

- MORE -

BXS Announces Fourth Quarter Results

Page 24

January 23, 2013

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 Fourth Quarter Results

Page 25

January 23, 2013

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

- MORE -

BXS Announces Fourth Quarter Results

Page 26

January 23, 2013

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)


	December 31,						September 30,
	2012			2011			2012
Tangible assets
Total assets	$	13,397,198		$	12,995,851		$	13,235,737
Less: Goodwill		275,173			271,297			275,173
Other identifiable intangible assets		17,329			16,613			17,932

Total tangible assets	$	13,104,696		$	12,707,941		$	12,942,632
Tangible shareholders’ equity
Total shareholders’ equity	$	1,449,052		$	1,262,912		$	1,446,703
Less: Goodwill		275,173			271,297			275,173
Other identifiable intangible assets		17,329			16,613			17,932

Total tangible shareholders’ equity	$	1,156,550		$	975,002		$	1,153,598
Total shares outstanding		94,437,552			83,483,796			94,440,710
Tangible shareholders’ equity to tangible assets*	$	12.25		$	11.68		$	12.22
Tangible book value per share**		8.83	%		7.67	%		8.91	%

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

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

-END -