EX-99.1

EX-99.1 2 d523931dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

News Release

LOGO


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 First Quarter 2013 Earnings of

$20.8 Million or $0.22 per Diluted Share

TUPELO, Miss., April 22, 2013/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended March 31, 2013.

Highlights for the first quarter of 2013 included:

•

Net income of $20.8 million or $0.22 per diluted share.

•

Mortgage production of $425.9 million and mortgage sales of $445.9 million, which contributed to mortgage lending revenue of $12.3 million for the quarter, including a positive mortgage servicing rights (“MSR”) valuation adjustment of $1.0 million.

•

Insurance commission revenue increased $3.5 million, or 15.1 percent, on a comparable quarter basis.

•

Excluding an increase in our litigation reserve of $6.8 million relating to various legal matters, total noninterest expense declined $7.1 million, or 5.2 percent, on a comparable quarter basis and $14.6 million, or 10.2 percent, on a sequential quarter basis.

•

Non-performing loans and leases (“NPLs”) declined $26.5 million, or 11.4 percent, compared to the fourth quarter of 2012 while non-performing assets (“NPAs”) decreased $33.5 million, or 9.9 percent, over the same period. Both metrics have declined to balances that are approximately one half of their respective peaks, which occurred during the first quarter of 2011.

•

Cash collections on nonaccrual loans totaled $23.6 million for the quarter. At the end of the quarter, 56.3 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 10.33 percent and 15.31 percent, respectively.

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BancorpSouth, Inc.

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

BXS Announces First Quarter Results

Page 2

April 22, 2013

The Company reported net income of $20.8 million, or $0.22 per diluted share, for the first quarter of 2013 compared with net income of $22.9 million, or $0.25 per diluted share, for the first quarter of 2012 and net income of $17.0 million, or $0.18 per diluted share, for the fourth quarter of 2012.

“Results for the first quarter reflect solid performance from our noninterest lines of business, particularly mortgage and insurance,” remarked Dan Rollins, Chief Executive Officer. “Mortgage production for the quarter was $425.9 million, which exceeds production for the first quarter of last year. Due to slightly declining margins, production and servicing revenue was relatively flat on a comparable quarter basis. Our insurance group produced a very strong quarter as well, reporting double-digit revenue growth compared to the first quarter of 2012. We are also making meaningful progress in several areas of the core bank. Credit-related costs, specifically the provision for credit losses and foreclosed property expense, are trending in a favorable direction. NPAs and classified assets continued to decline.”

Earnings for the quarter were adversely impacted by a litigation reserve increase of $6.8 million related to various legal matters. Excluding the impact of this charge, total noninterest expense declined $7.1 million, or 5.2 percent, compared to the first quarter of 2012 and $14.6 million, or 10.2 percent compared to the fourth quarter of 2012. Rollins added, “A significant component of the decrease in noninterest expense is related to comparable and sequential quarter reductions in foreclosed property expense, which could continue to exhibit some level of volatility. I challenged our team early on to evaluate the benefit of every dollar that we spend. We are beginning to see the results of these efforts in certain areas that are easier to impact quickly, such as public relations and advertising. We continue to work diligently on specific projects that will have a more meaningful impact. We look forward to sharing additional details regarding these initiatives at the appropriate time.”

Earnings for the quarter reflect a provision for credit losses of $4.0 million, which is a decrease from $10.0 million for the first quarter of 2012 and $6.0 million for the fourth quarter of 2012. NPLs declined $26.5 million, or 11.4 percent, during the first quarter of 2013 to $207.0 million compared with $233.6 million at December 31, 2012 and declined $78.2 million, or 27.4 percent, from $285.2 million at March 31, 2012. In addition, total NPAs declined $33.5 million, or 9.9 percent, to $303.3 million compared with $336.8 million at December 31, 2012 and declined $149.7 million, or 33.0 percent, from $453.0 million at March 31, 2012. Net charge-offs declined to $5.9 million for the first quarter of 2013 compared with $10.6 million for the fourth quarter of 2012 and $23.3 million for the first quarter of 2012. Net charge-offs during the first quarter of 2013 included $2.3 million of charge-offs of loans which had been identified and reported as impaired and were reserved for in previous quarters.

Net Interest Revenue

Net interest revenue was $98.1 million for the first quarter of 2013, a decrease of 7.1 percent from $105.6 million for the first quarter of 2012 and a decrease of 2.8 percent from $100.9 million for the fourth quarter of 2012. The fully taxable equivalent net interest margin declined to 3.37 percent for the first quarter of 2013 from 3.66 percent for the first quarter of 2012 and

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BXS Announces First Quarter Results

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April 22, 2013

3.44 percent for the fourth quarter of 2012. Declines in the net interest margin were primarily due to continued pressure on asset yields, particularly yields on loans and leases, which declined to 4.70 percent for the first quarter of 2013 compared with 5.02 percent for the first quarter of 2012 and 4.76 percent for the fourth quarter of 2012. Rollins added, “Loan growth is clearly the key to addressing the declining margin. At the end of the first quarter, we had almost $1 billion of liquidity in our overnight position earning 25 basis points. We are undertaking necessary measures to ensure that our team is focused on converting this liquidity into loans that meet our policies.”

Asset, Deposit and Loan Activity

Total assets were $13.4 billion at March 31, 2013 compared with $13.3 billion at March 31, 2012. Total deposits were $11.2 billion at March 31, 2013, an increase of 0.75 percent from $11.1 billion at March 31, 2012. Loans and leases, net of unearned income, were $8.6 billion at March 31, 2013, a decrease of 1.8 percent from $8.7 billion at March 31, 2012. The construction, acquisition, and development (“CAD”) loan portfolio, which decreased $130.0 million, or 15.2 percent, from March 31, 2012 to March 31, 2013, accounted for 83.1 percent of the decline in net loans and leases over the period.

The decrease in time deposits of $328.5 million, or 11.5 percent, at March 31, 2013 compared to March 31, 2012 was offset by significant growth in noninterest bearing demand deposits, which increased $322.8 million, or 14.3 percent, over the same period. Additionally, savings deposits increased $145.5 million, or 13.6 percent, while interest bearing demand deposits declined $57.3 million, or 1.2 percent, over the same period. As of March 31, 2013, $816.9 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.65 percent.

Provision for Credit Losses and Allowance for Credit Losses

For the first quarter of 2013, the provision for credit losses was $4.0 million, compared with $10.0 million for the first quarter of 2012 and $6.0 million for the fourth quarter of 2012. Net charge-offs for the first quarter of 2013 were $5.9 million, compared with $23.3 million for the first quarter of 2012 and $10.6 million for the fourth quarter of 2012. Recoveries of previously charged-off loans were $3.9 million for the first quarter of 2013, compared with $5.5 million for the first quarter of 2012 and $9.2 million for the fourth quarter of 2012. Annualized net charge-offs were 0.27 percent of average loans and leases for the first quarter of 2013, compared with 1.06 percent for the first quarter of 2012 and 0.49 percent for the fourth quarter of 2012.

NPLs were $207.0 million, or 2.41 percent of net loans and leases, at March 31, 2013, compared with $285.2 million, or 3.26 percent of net loans and leases, at March 31, 2012, and $233.6 million, or 2.70 percent of net loans and leases, at December 31, 2012. The allowance for credit losses was $162.6 million, or 1.89 percent of net loans and leases, at March 31, 2013 compared with $181.8 million, or 2.08 percent of net loans and leases, at March 31, 2012 and $164.5 million, or 1.90 percent of net loans and leases, at December 31, 2012.

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BXS Announces First Quarter Results

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April 22, 2013

NPLs at March 31, 2013 consisted primarily of $188.2 million of nonaccrual loans, compared with $207.2 million of nonaccrual loans at December 31, 2012. Included in the reduction of nonaccrual loans during the first quarter of 2013 were payments received on nonaccrual loans of $23.6 million, compared with payments received on such loans of $31.6 million during the fourth quarter of 2012. NPLs at March 31, 2013 also included $1.1 million of loans 90 days or more past due and still accruing, compared with $1.2 million of such loans at December 31, 2012, and included restructured loans still accruing of $17.7 million at March 31, 2013, compared with $25.1 million of such loans at December 31, 2012. Early stage past due loans, representing loans 30-89 days past due, declined to $24.4 million at March 31, 2013 from $28.2 million at December 31, 2012.

At March 31, 2013, $30.1 million of NPLs were residential CAD loans, $28.8 million were other CAD loans, $56.5 million were commercial real estate loans and $41.3 million were consumer mortgages. NPLs from all other loan types totaled $50.3 million at March 31, 2013. Included in nonaccrual loans at March 31, 2013 were $105.9 million of loans, or 56.3 percent of total nonaccrual loans, that were paying as agreed, compared with $115.4 million, or 55.7 percent, at December 31, 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 first quarter, 73.2 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 68.8 percent of the unpaid principal balance. At March 31, 2013, coverage of unimpaired nonaccrual loans by the nonspecified allowance for credit losses was 299 percent and coverage of unimpaired NPLs by the nonspecified allowance for credit losses was 218 percent.

Other real estate owned (“OREO”) decreased $6.9 million to $96.3 million during the first quarter of 2013 from $103.2 million at December 31, 2012. This net decrease reflected $2.2 million added through foreclosure, offset by sales of OREO of $7.8 million. Write-downs in the value of existing properties were $1.3 million for the first quarter of 2013 compared to $5.5 million for the fourth quarter of 2012. Sales of OREO during the first quarter of 2013 resulted in a net gain of $0.2 million compared to a net loss of $4.2 million for the fourth quarter of 2012. At March 31, 2013, OREO was carried at 42.2 percent of the aggregate loan balances at the time of foreclosure, compared with 44.0 percent at December 31, 2012.

Noninterest Revenue

Noninterest revenue was $71.3 million for the first quarter of 2013, compared with $72.4 million for the first quarter of 2012 and $70.9 million for the fourth quarter of 2012. These results included a positive MSR valuation adjustment of $1.0 million for the first quarter of 2013 compared with positive adjustments of $3.7 million for the first quarter of 2012 and $0.2 million for the fourth quarter of 2012.

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BXS Announces First Quarter Results

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April 22, 2013

Excluding the MSR valuation adjustments, net mortgage lending revenue was $11.3 million for the first quarter of 2013, compared with $11.4 million for the first quarter of 2012 and $17.0 million for the fourth quarter of 2012. Mortgage origination volume for the first quarter of 2013 was $425.9 million, compared with $395.1 million for the first quarter of 2012 and $549.4 million for the fourth quarter of 2012.

Credit and debit card fee revenue was $7.5 million for both the first quarter of 2013 and the first quarter of 2012, compared with $8.1 million for the fourth quarter of 2012. Service charge revenue was $12.8 million for the first quarter of 2013, compared with $15.1 million for the first quarter of 2012 and $13.9 million for the fourth quarter of 2012. Insurance commission revenue was $26.6 million for the first quarter of 2013, compared with $23.2 million for the first quarter of 2012 and $20.5 million for the fourth quarter of 2012. Insurance commission revenue is typically seasonally low during the fourth quarter of each year, as policy renewals are typically lower than other quarters.

Noninterest Expense

Noninterest expense for the first quarter of 2013 was $135.4 million, compared with $135.7 million for the first quarter of 2012 and $143.2 million for the fourth quarter of 2012. Salaries and employee benefits expense increased to $79.4 million for the first quarter of 2013 from $74.9 million for the first quarter of 2012 and $77.2 million for the fourth quarter of 2012. Foreclosed property expense declined to $2.4 million for the first quarter of 2013 from $8.4 million for the first quarter of 2012 and $12.0 million for the fourth quarter of 2012. Deposit insurance assessments were $2.8 million for the first quarter of 2013 compared to $5.4 million for the first quarter of 2012 and $3.1 million for the fourth quarter of 2012. Also included in noninterest expense for the first quarter was a charge of $6.8 million that was recorded to increase our litigation reserve related to various legal matters.

Capital Management

BancorpSouth remains a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 14.06 percent at March 31, 2013 and total risk based capital of 15.31 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 10.94 percent at March 31, 2013, compared with 10.46 percent at March 31, 2012 and 10.82 percent at December 30, 2012. The ratio of tangible shareholders’ equity to tangible assets was 8.96 percent at March 31, 2013, compared with 8.49 percent at March 31, 2012 and 8.83 percent at December 31, 2012.

Summary

Rollins concluded, “Our first quarter results reflect continued progress towards improving profitability. Excluding the $6.8 million increase in the litigation reserve, this quarter is the most profitable quarter that the Company has had in over three years. Additionally, we’ve been able to reduce NPA levels to almost one half of what they were at their peak two years ago. While

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BXS Announces First Quarter Results

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April 22, 2013

there is still additional work to be done, we believe the appropriate measures have been taken to address credit quality issues. We continue to work daily on specific measures to help our Company achieve growth and improve operating efficiency. Our team is focused on demonstrating consistent improvement in all areas of operating performance.”

Conference Call

BancorpSouth will conduct a conference call to discuss its first quarter 2013 results on April 23, 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 nonaccrual loans, credit quality, foreclosed property expense, initiatives to impact our operating performance, 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 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 short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic or environmental 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, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, 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

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BXS Announces First Quarter Results

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April 22, 2013

third party vendors to perform, unfavorable ratings by rating agencies, 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, 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 292 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 First Quarter Results

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April 22, 2013

BancorpSouth, Inc.

Selected Financial Data


	Three Months Ended
	March 31,
	2013			2012
(Dollars in thousands, except per share amounts)
Earnings Summary:
Net interest revenue	$	98,078		$	105,610
Provision for credit losses		4,000			10,000
Noninterest revenue		71,318			72,360
Noninterest expense		135,371			135,680

Income before income taxes		30,025			32,290
Income tax provision		9,220			9,424

Net income	$	20,805		$	22,866

Earnings per share: Basic	$	0.22		$	0.25

Diluted	$	0.22		$	0.25

Balance sheet data at March 31:
Total assets	$	13,393,135		$	13,307,572
Total earning assets		12,263,743			12,087,427
Loans and leases, net of unearned income		8,581,538			8,737,923
Allowance for credit losses		162,601			181,777
Total deposits		11,164,926			11,082,322
Common shareholders’ equity		1,465,180			1,392,199
Book value per share		15.39			14.74
Tangible book value per share		12.33			11.70

Average balance sheet data:
Total assets	$	13,249,374		$	13,088,358
Total earning assets		12,154,624			11,964,721
Loans and leases, net of unearned interest		8,580,329			8,791,542
Total deposits		11,090,989			11,043,952
Common shareholders’ equity		1,462,140			1,363,709

Non-performing assets at March 31:
Non-accrual loans and leases	$	188,190		$	253,227
Loans and leases 90+ days past due, still accruing		1,125			1,698
Restructured loans and leases, still accruing		17,702			30,311
Other real estate owned		96,314			167,808

Total non-performing assets		303,331			453,044

Net charge-offs as a percentage of average loans (annualized)		0.27	%		1.06	%

Performance ratios (annualized):
Return on average assets		0.64	%		0.70	%
Return on common equity		5.77	%		6.74	%
Total shareholders’ equity to total assets		10.94	%		10.46	%
Tangible shareholders’ equity to tangible assets		8.96	%		8.49	%
Net interest margin		3.37	%		3.66	%

Average shares outstanding - basic		94,595,897			91,727,524
Average shares outstanding - diluted		94,756,356			91,769,863
Cash dividends per share	$	0.01		$	0.01

Tier 1 capital		14.06	%(1)		13.13	%
Total capital		15.31	%(1)		14.39	%
Tier 1 leverage capital		10.33	%(1)		9.85	%

(1)	Estimated as of earnings release date

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BXS Announces First Quarter Results

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April 22, 2013

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)


	Mar-13			Dec-12			Sep-12		Jun-12		Mar-12
	(Dollars in thousands)
Assets
Cash and due from banks	$	147,947		$	223,814		$	176,529	$	224,084	$	184,441
Interest bearing deposits with other banks		969,506			979,800			757,207		603,458		665,675
Available-for-sale securities, at fair value		2,607,176			2,434,032			2,483,606		2,462,831		2,573,535
Loans and leases		8,614,791			8,672,752			8,716,715		8,771,642		8,777,538
Less: Unearned income		33,253			35,763			36,746		39,247		39,615
Allowance for credit losses		162,601			164,466			169,019		175,847		181,777

Net loans and leases		8,418,937			8,472,523			8,510,950		8,556,548		8,556,146
Loans held for sale		105,523			129,138			129,408		108,134		110,294
Premises and equipment, net		313,980			319,456			321,068		320,419		321,720
Accrued interest receivable		44,696			44,356			48,314		47,358		50,008
Goodwill		275,173			275,173			275,173		271,297		271,297
Bank owned life insurance		233,007			231,120			203,798		202,620		202,698
Other real estate owned		96,314			103,248			128,211		143,615		167,808
Other assets		180,876			184,538			201,473		207,454		203,950

Total Assets	$	13,393,135		$	13,397,198		$	13,235,737	$	13,147,818	$	13,307,572

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,582,859		$	2,545,169		$	2,492,508	$	2,312,044	$	2,260,012
Interest bearing		4,840,330			4,799,496			4,697,260		4,782,243		4,897,585
Savings		1,212,736			1,145,785			1,103,490		1,083,255		1,067,256
Other time		2,529,001			2,597,696			2,681,382		2,778,795		2,857,469

Total deposits		11,164,926			11,088,146			10,974,640		10,956,337		11,082,322
Federal funds purchased and securities sold under agreement to repurchase		353,742			414,611			377,676		361,990		401,089
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		—			—			—		1,500		1,500
Accrued interest payable		5,519			6,140			6,759		7,161		7,652
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		209,956			245,437			236,147		208,707		228,998

Total Liabilities		11,927,955			11,948,146			11,789,034		11,729,507		11,915,373
Shareholders’ Equity
Common stock		237,936			236,375			236,102		236,091		236,090
Capital surplus		311,091			311,909			311,271		310,388		309,426
Accumulated other comprehensive (loss)/income		(13,120	)		(8,646	)		5,952		1,334		(4,136	)
Retained earnings		929,273			909,414			893,378		870,498		850,819

Total Shareholders’ Equity		1,465,180			1,449,052			1,446,703		1,418,311		1,392,199

Total Liabilities & Shareholders’ Equity	$	13,393,135		$	13,397,198		$	13,235,737	$	13,147,818	$	13,307,572

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April 22, 2013

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)


	Mar-13			Dec-12		Sep-12		Jun-12			Mar-12
	(Dollars in thousands)
Assets
Cash and due from banks	$	169,259		$	164,801	$	152,228	$	152,907		$	160,827
Interest bearing deposits with other banks		963,600			849,710		605,270		574,624			603,714
Available-for-sale securities, at fair value		2,520,414			2,454,031		2,481,201		2,520,932			2,507,941
Federal funds sold and securities purchased under agreement to resell		—			—		2,717		—			274
Loans and leases		8,615,503			8,671,559		8,755,094		8,774,767			8,832,104
Less: Unearned income		35,174			36,420		38,448		39,542			40,562
Allowance for credit losses		166,210			170,081		179,283		185,209			202,158

Net loans and leases		8,414,119			8,465,058		8,537,363		8,550,016			8,589,384
Loans held for sale		90,281			106,552		118,944		77,642			61,250
Premises and equipment, net		316,672			320,439		320,234		320,731			322,641
Accrued interest receivable		40,806			43,144		44,789		45,494			47,512
Goodwill		275,173			275,173		273,867		271,297			271,297
Bank owned life insurance		231,814			208,504		203,151		202,616			200,724
Other real estate owned		97,336			119,852		134,384		155,471			170,924
Other assets		129,900			135,929		144,868		146,501			151,870

Total Assets	$	13,249,374		$	13,143,193	$	13,019,016	$	13,018,231		$	13,088,358

Liabilities
Deposits:
Demand: Noninterest bearing	$	2,463,436		$	2,482,168	$	2,328,948	$	2,248,914		$	2,139,371
Interest bearing		4,891,412			4,703,500		4,704,896		4,769,340			4,960,060
Savings		1,173,603			1,117,297		1,092,802		1,074,912			1,027,611
Other time		2,562,538			2,635,281		2,729,878		2,815,753			2,916,910

Total deposits		11,090,989			10,938,246		10,856,524		10,908,919			11,043,952
Federal funds purchased and securities sold under agreement to repurchase		360,178			401,968		388,817		374,982			358,124
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		—			—		1,223		1,500			1,500
Accrued interest payable		7,026			7,613		8,404		8,605			9,392
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		135,229			147,137		138,079		126,680			117,869

Total Liabilities		11,787,234			11,688,776		11,586,859		11,614,498			11,724,649
Shareholders’ Equity
Common stock		236,922			236,197		236,095		236,091			231,276
Capital surplus		311,603			311,540		310,642		309,634			294,973
Accumulated other comprehensive (loss) income		(10,313	)		1,260		2,900		(4,020	)		(2,269	)
Retained earnings		923,928			905,420		882,520		862,028			839,729

Total Shareholders’ Equity		1,462,140			1,454,417		1,432,157		1,403,733			1,363,709

Total Liabilities & Shareholders’ Equity	$	13,249,374		$	13,143,193	$	13,019,016	$	13,018,231		$	13,088,358

- MORE -

BXS Announces First Quarter Results

Page 11

April 22, 2013

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)


	Quarter Ended
	Mar-13		Dec-12		Sep-12		Jun-12		Mar-12
INTEREST REVENUE:
Loans and leases	$	99,092	$	102,925	$	105,937	$	107,737	$	109,012
Deposits with other banks		602		529		399		382		401
Federal funds sold and securities purchased under agreement to resell		—		—		2		1		—
Available-for-sale securities:
Taxable		8,700		8,729		9,329		10,188		11,162
Tax-exempt		3,960		4,083		4,109		4,210		4,256
Loans held for sale		673		829		974		686		544

Total interest revenue		113,027		117,095		120,750		123,204		125,375

INTEREST EXPENSE:
Interest bearing demand		3,125		3,588		3,889		4,185		4,449
Savings		513		606		686		691		714
Other time		8,041		8,749		9,482		10,275		11,291
Federal funds purchased and securities sold under agreement to repurchase		63		72		73		66		63
FHLB borrowings		348		349		364		366		367
Junior subordinated debt		2,857		2,869		2,875		2,879		2,879
Other		2		1		2		1		2

Total interest expense		14,949		16,234		17,371		18,463		19,765

Net interest revenue		98,078		100,861		103,379		104,741		105,610
Provision for credit losses		4,000		6,000		6,000		6,000		10,000

Net interest revenue, after provision for credit losses		94,078		94,861		97,379		98,741		95,610

NONINTEREST REVENUE:
Mortgage lending		12,346		17,188		13,549		11,040		15,142
Credit card, debit card and merchant fees		7,523		8,125		8,270		7,787		7,523
Service charges		12,832		13,875		14,189		13,697		15,116
Trust income		3,210		3,391		3,101		3,139		2,282
Security gains, net		19		152		39		177		74
Insurance commissions		26,641		20,502		23,519		22,964		23,153
Other		8,747		7,668		7,753		7,664		9,070

Total noninterest revenue		71,318		70,901		70,420		66,468		72,360

NONINTEREST EXPENSE:
Salaries and employee benefits		79,414		77,203		74,829		77,661		74,931
Occupancy, net of rental income		10,237		10,643		10,944		10,487		10,066
Equipment		4,948		5,309		5,083		5,124		5,333
Deposit insurance assessments		2,804		3,103		3,998		3,994		5,383
Other		37,968		46,961		38,934		39,240		39,967

Total noninterest expenses		135,371		143,219		133,788		136,506		135,680

Income before income taxes		30,025		22,543		34,011		28,703		32,290
Income tax expense		9,220		5,563		10,186		8,079		9,424

Net income	$	20,805	$	16,980	$	23,825	$	20,624	$	22,866

Net income per share: Basic	$	0.22	$	0.18	$	0.25	$	0.22	$	0.25

Diluted	$	0.22	$	0.18	$	0.25	$	0.22	$	0.25

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BXS Announces First Quarter Results

Page 12

April 22, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Mar-13			Dec-12			Sep-12			Jun-12			Mar-12
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,480,916		$	1,476,611		$	1,462,719		$	1,497,678		$	1,441,727
Real estate
Consumer mortgages		1,871,312			1,873,875			1,888,783			1,904,420			1,937,997
Home equity		482,398			486,074			492,833			496,245			501,331
Agricultural		249,467			256,196			257,733			251,975			256,683
Commercial and industrial-owner occupied		1,334,974			1,333,103			1,309,631			1,288,887			1,287,542
Construction, acquisition and development		728,092			735,808			823,692			835,022			858,110
Commercial real estate		1,739,533			1,748,881			1,738,516			1,748,748			1,742,001
Credit cards		98,803			104,884			101,405			101,085			100,527
All other		596,043			621,557			604,657			608,335			612,005

Total loans	$	8,581,538		$	8,636,989		$	8,679,969		$	8,732,395		$	8,737,923

ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	164,466		$	169,019		$	175,847		$	181,777		$	195,118

Loans and leases charged off:
Commercial and industrial		(1,938	)		(2,174	)		(4,334	)		(1,582	)		(4,272	)
Real estate
Consumer mortgages		(1,614	)		(3,789	)		(2,299	)		(2,818	)		(4,216	)
Home equity		(602	)		(1,064	)		(270	)		(536	)		(851	)
Agricultural		(2	)		(456	)		(302	)		(386	)		(96	)
Commercial and industrial-owner occupied		(300	)		(1,421	)		(994	)		(2,732	)		(3,868	)
Construction, acquisition and development		(1,198	)		(5,286	)		(6,845	)		(9,560	)		(11,394	)
Commercial real estate		(3,141	)		(4,026	)		(2,633	)		(3,260	)		(2,809	)
Credit cards		(450	)		(531	)		(540	)		(588	)		(562	)
All other		(492	)		(977	)		(731	)		(438	)		(758	)

Total loans charged off		(9,737	)		(19,724	)		(18,948	)		(21,900	)		(28,826	)

Recoveries:
Commercial and industrial		589			3,507			1,007			1,040			1,542
Real estate
Consumer mortgages		1,108			819			256			438			323
Home equity		260			66			37			78			315
Agricultural		13			10			53			53			10
Commercial and industrial-owner occupied		254			561			270			1,514			351
Construction, acquisition and development		886			1,621			2,676			1,955			2,155
Commercial real estate		339			2,208			1,443			4,504			383
Credit cards		148			144			144			121			118
All other		275			235			234			267			288

Total recoveries		3,872			9,171			6,120			9,970			5,485

Net charge-offs		(5,865	)		(10,553	)		(12,828	)		(11,930	)		(23,341	)

Provision charged to operating expense		4,000			6,000			6,000			6,000			10,000

Balance, end of period	$	162,601		$	164,466		$	169,019		$	175,847		$	181,777

Average loans for period	$	8,580,329		$	8,635,139		$	8,716,646		$	8,735,225		$	8,791,542

Ratio:
Net charge-offs to average loans (annualized)		0.27	%		0.49	%		0.59	%		0.55	%		1.06	%

- MORE -

BXS Announces First Quarter Results

Page 13

April 22, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Mar-13			Dec-12			Sep-12			Jun-12			Mar-12
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	7,009		$	9,311		$	8,674		$	13,156		$	11,025
Real estate
Consumer mortgages		39,012			36,133			35,599			35,660			46,562
Home equity		4,272			3,497			3,471			2,995			2,687
Agricultural		6,667			7,587			7,190			8,390			4,254
Commercial and industrial-owner occupied		20,719			20,910			27,059			26,957			32,842
Construction, acquisition and development		51,728			66,635			92,351			104,283			115,649
Commercial real estate		55,318			57,656			40,514			44,359			35,715
Credit cards		418			415			465			364			509
All other		3,047			5,097			4,415			4,082			3,984

Total nonaccrual loans and leases	$	188,190		$	207,241		$	219,738		$	240,246		$	253,227

Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	22		$	414		$	45		$	—		$	10
Real estate
Consumer mortgages		842			512			1,027			1,141			1,314
Home equity		—			—			—			—			—
Agricultural		—			10			—			—			—
Commercial and industrial-owner occupied		—			19			119			—			—
Construction, acquisition and development		—			—			—			—			—
Commercial real estate		—			—			—			—			—
Credit cards		261			228			236			324			228
All other		—			27			15			167			146

Total loans and leases 90+ days past due, still accruing		1,125			1,210			1,442			1,632			1,698

Restructured Loans and Leases, Still Accruing		17,702			25,099			26,147			25,071			30,311

Total non-performing loans and leases		207,017			233,550			247,327			266,949			285,236

OTHER REAL ESTATE OWNED:		96,314			103,248			128,211			143,615			167,808

Total Non-performing Assets	$	303,331		$	336,798		$	375,538		$	410,564		$	453,044

Additions to Nonaccrual Loans and Leases During the Quarter	$	22,294		$	44,674		$	28,918		$	41,121		$	40,392

Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	1,764		$	3,080		$	6,065		$	3,040		$	4,809
Real estate
Consumer mortgages		11,720			13,403			14,745			14,436			10,736
Home equity		1,567			1,272			1,766			1,311			2,248
Agricultural		757			306			977			471			663
Commercial and industrial-owner occupied		956			3,498			4,859			2,745			3,332
Construction, acquisition and development		4,292			2,303			8,528			2,062			2,431
Commercial real estate		1,331			1,176			3,210			1,288			2,104
Credit cards		544			777			734			673			686
All other		1,473			2,422			2,861			2,544			1,983

Total Loans and Leases 30-89 days past due, still accruing	$	24,404		$	28,237		$	43,745		$	28,570		$	28,992

Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.19	%		0.28	%		0.28	%		0.27	%		0.45	%
Allowance for credit losses to net loans and leases		1.89	%		1.90	%		1.95	%		2.01	%		2.08	%
Allowance for credit losses to non-performing assets		53.61	%		48.83	%		45.01	%		42.83	%		40.12	%
Allowance for credit losses to non-performing loans and leases		78.54	%		70.42	%		68.34	%		65.87	%		63.73	%
Non-performing loans and leases to net loans and leases		2.41	%		2.70	%		2.85	%		3.06	%		3.26	%
Non-performing assets to net loans and leases		3.53	%		3.90	%		4.33	%		4.70	%		5.18	%

- MORE -

BXS Announces First Quarter Results

Page 14

April 22, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Mar-13			Dec-12			Sep-12			Jun-12			Mar-12
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	8,182		$	6,542		$	4,546		$	2,378		$	4,683
One-to-four family construction		193,032			177,392			189,561			182,648			159,281
Recreation and all other loans		42,909			44,840			62,888			66,033			63,407
Commercial construction		111,702			114,099			126,296			112,929			122,173
Commercial acquisition and development		154,997			161,546			177,887			182,570			191,783
Residential acquisition and development		217,270			231,389			262,514			288,464			316,783

Total outstanding balance	$	728,092		$	735,808		$	823,692		$	835,022		$	858,110

Nonaccrual CAD Loans
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		8,154			10,609			14,171			15,490			11,953
Recreation and all other loans		978			1,160			1,166			380			386
Commercial construction		3,381			5,889			6,991			4,318			3,702
Commercial acquisition and development		14,240			17,337			21,408			21,741			23,464
Residential acquisition and development		24,975			31,640			48,615			62,354			76,144

Total nonaccrual CAD loans		51,728			66,635			92,351			104,283			115,649

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
Recreation and all other loans		17			17			20			842			847
Commercial construction		—			—			—			—			977
Commercial acquisition and development		2,047			458			133			260			2,975
Residential acquisition and development		5,148			4,107			4,149			4,048			106

Total restructured CAD loans, still accruing		7,212			5,363			5,089			5,943			5,704

Total Non-performing CAD loans	$	58,940		$	71,998		$	97,440		$	110,226		$	121,353

CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		—			—			—			—			—
One-to-four family construction		4.2	%		6.4	%		7.9	%		8.9	%		8.0	%
Recreation and all other loans		2.3	%		2.6	%		1.9	%		1.9	%		1.9	%
Commercial construction		3.0	%		5.2	%		5.5	%		3.8	%		3.8	%
Commercial acquisition and development		10.5	%		11.0	%		12.1	%		12.1	%		13.8	%
Residential acquisition and development		13.9	%		15.4	%		20.1	%		23.0	%		24.1	%
Total CAD NPL as a % of outstanding CAD balance		8.1	%		9.8	%		11.8	%		13.2	%		14.1	%

- MORE -

BXS Announces First Quarter Results

Page 15

April 22, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	March 31, 2013
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,430,760	$	14,297	$	31,749	$	546	$	105	$	3,459	$	1,480,916
Real estate
Consumer mortgages		1,691,053		33,895		126,589		3,207		88		16,480		1,871,312
Home equity		458,264		5,269		15,908		893		27		2,037		482,398
Agricultural		218,018		9,508		17,097		—		—		4,844		249,467
Commercial and industrial-owner occupied		1,219,024		33,370		68,024		190		148		14,218		1,334,974
Construction, acquisition and development		577,477		35,525		68,648		626		—		45,816		728,092
Commercial real estate		1,508,593		63,186		117,806		245		—		49,703		1,739,533
Credit cards		98,803		—		—		—		—		—		98,803
All other		576,244		9,535		8,478		547		5		1,234		596,043

Total loans	$	7,778,236	$	204,585	$	454,299	$	6,254	$	373	$	137,791	$	8,581,538


	December 31, 2012
			Special
	Pass		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

- MORE -

BXS Announces First Quarter Results

Page 16

April 22, 2013

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)


	As of
	Mar-13			Dec-12			Sep-12			Jun-12			Mar-12
Unpaid principal balance of impaired loans	$	183,440		$	206,072		$	225,581		$	259,703		$	266,483
Cumulative charge-offs on impaired loans		45,649			49,344			49,442			59,326			55,371

Impaired nonaccrual loan and lease outstanding balance		137,791			156,728			176,139			200,377			211,112

Other non-accrual loans and leases not impaired		50,399			50,513			43,599			39,869			42,115

Total non-accrual loans and leases	$	188,190		$	207,241		$	219,738		$	240,246		$	253,227

Allowance for impaired loans		11,658			10,541			18,205			23,939			25,546

Nonaccrual loans and leases, net of specific reserves	$	176,532		$	196,700		$	201,533		$	216,307		$	227,681

Loans and leases 90+ days past due, still accruing	$	1,125		$	1,210		$	1,442		$	1,632		$	1,698
Restructured loans and leases, still accruing		17,702			25,099			26,147			25,071			30,311

Total non-performing loans and leases	$	207,017		$	233,550		$	247,327		$	266,949		$	285,236

Allowance for impaired loans	$	11,658		$	10,541		$	18,205		$	23,939		$	25,546
Allowance for all other loans and leases		150,943			153,925			150,814			151,908			156,231

Total allowance for credit losses	$	162,601		$	164,466		$	169,019		$	175,847		$	181,777

Outstanding balance of impaired loans	$	137,791		$	156,728		$	176,139		$	200,377		$	211,112
Allowance for impaired loans		11,658			10,541			18,205			23,939			25,546

Net book value of impaired loans	$	126,133		$	146,187		$	157,934		$	176,438		$	185,566

Net book value of impaired loans as a % of unpaid principal balance		69	%		71	%		70	%		68	%		70	%

Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases		299	%		305	%		346	%		381	%		371	%

Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases		218	%		200	%		212	%		228	%		211	%

- MORE -

BXS Announces First Quarter Results

Page 17

April 22, 2013

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)


	March 31, 2013
	Alabama												Greater									Corporate
	and Florida												Memphis						Texas and			Banking
	Panhandle			Arkansas*			Mississippi*			Missouri			Area			Tennessee*			Louisiana			and Other			Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	67,205		$	143,745		$	306,645		$	35,560		$	19,227		$	76,051		$	247,124		$	585,359		$	1,480,916
Real estate
Consumer mortgages		109,386			258,666			691,467			43,274			96,676			150,737			459,324			61,782			1,871,312
Home equity		60,717			37,540			161,317			22,605			68,087			67,101			62,430			2,601			482,398
Agricultural		8,644			75,359			63,641			2,374			16,795			12,748			64,950			4,956			249,467
Commercial and industrial-owner occupied		135,104			149,846			456,242			62,728			97,236			87,439			265,658			80,721			1,334,974
Construction, acquisition and development		98,845			67,101			204,082			36,802			75,691			92,434			144,853			8,284			728,092
Commercial real estate		215,684			331,108			273,564			193,049			105,225			90,739			387,550			142,614			1,739,533
Credit cards		—			—			—			—			—			—			—			98,803			98,803
All other		31,975			79,030			160,539			2,943			57,116			41,781			93,920			128,739			596,043

Total loans	$	727,560		$	1,142,395		$	2,317,497		$	399,335		$	536,053		$	619,030		$	1,725,809		$	1,113,859		$	8,581,538

CAD PORTFOLIO:
Multi-family construction	$	—		$	—		$	9		$	—		$	—		$	5,320		$	2,853		$	—		$	8,182
One-to-four family construction		28,912			12,121			44,563			10,123			10,075			49,110			37,077			1,051			193,032
Recreation and all other loans		1,368			8,290			11,759			297			4,445			439			16,311			—			42,909
Commercial construction		22,817			12,871			32,974			3,544			6,374			6,909			24,357			1,856			111,702
Commercial acquisition and development		16,169			17,050			48,052			8,830			26,100			12,960			23,894			1,942			154,997
Residential acquisition and development		29,579			16,769			66,725			14,008			28,697			17,696			40,361			3,435			217,270

Total CAD loans	$	98,845		$	67,101		$	204,082		$	36,802		$	75,691		$	92,434		$	144,853		$	8,284		$	728,092

NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	1,505		$	1,004		$	443		$	36		$	238		$	62		$	1,500		$	2,640		$	7,428
Real estate
Consumer mortgages		3,425			4,969			9,289			583			2,711			3,910			8,639			7,798			41,324
Home equity		929			129			1,036			383			755			715			323			2			4,272
Agricultural		79			3,907			1,231			369			1,031			166			257			68			7,108
Commercial and industrial-owner occupied		2,331			5,132			10,075			840			1,397			2,884			1,923			966			25,548
Construction, acquisition and development		14,126			1,787			6,658			9,406			17,382			3,408			4,564			1,609			58,940
Commercial real estate		11,279			7,881			6,072			20,577			5,675			1,035			2,800			1,197			56,516
Credit cards		—			—			—			—			—			—			—			2,541			2,541
All other		397			513			896			14			681			276			536			27			3,340

Total loans	$	34,071		$	25,322		$	35,700		$	32,208		$	29,870		$	12,456		$	20,542		$	16,848		$	207,017

NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		2.24	%		0.70	%		0.14	%		0.10	%		1.24	%		0.08	%		0.61	%		0.45	%		0.50	%
Real estate
Consumer mortgages		3.13	%		1.92	%		1.34	%		1.35	%		2.80	%		2.59	%		1.88	%		12.62	%		2.21	%
Home equity		1.53	%		0.34	%		0.64	%		1.69	%		1.11	%		1.07	%		0.52	%		0.08	%		0.89	%
Agricultural		0.91	%		5.18	%		1.93	%		15.54	%		6.14	%		1.30	%		0.40	%		1.37	%		2.85	%
Commercial and industrial-owner occupied		1.73	%		3.42	%		2.21	%		1.34	%		1.44	%		3.30	%		0.72	%		1.20	%		1.91	%
Construction, acquisition and development		14.29	%		2.66	%		3.26	%		25.56	%		22.96	%		3.69	%		3.15	%		19.42	%		8.10	%
Commercial real estate		5.23	%		2.38	%		2.22	%		10.66	%		5.39	%		1.14	%		0.72	%		0.84	%		3.25	%
Credit cards		—			—			—			—			—			—			—			2.57	%		2.57	%
All other		1.24	%		0.65	%		0.56	%		0.48	%		1.19	%		0.66	%		0.57	%		0.02	%		0.56	%

Total loans		4.68	%		2.22	%		1.54	%		8.07	%		5.57	%		2.01	%		1.19	%		1.51	%		2.41	%

*	Excludes the Greater Memphis Area.

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BXS Announces First Quarter Results

Page 18

April 22, 2013

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


	March 31, 2013
	Alabama												Greater
	and Florida												Memphis					Texas and
	Panhandle			Arkansas*			Mississippi*			Missouri			Area			Tennessee*		Louisiana		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	241		$	—		$	—		$	—		$	—		$	—	$	—	$	—	$	241
Real estate
Consumer mortgages		1,114			734			2,653			—			756			716		625		—		6,598
Home equity		—			—			44			—			—			—		—		—		44
Agricultural		870			—			—			—			1,106			2,204		174		—		4,354
Commercial and industrial-owner occupied		157			101			1,139			—			2,638			67		148		—		4,250
Construction, acquisition and development		13,605			1,167			14,586			431			35,939			8,682		1,874		455		76,739
Commercial real estate		356			1,410			4			—			833			144		134		—		2,881
All other		47			11			64			94			748			13		91		139		1,207

Total loans	$	16,390		$	3,423		$	18,490		$	525		$	42,020		$	11,826	$	3,046	$	594	$	96,314


	Quarter Ended
	Mar-13			Dec-12			Sep-12			Jun-12			Mar-12
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	103,248		$	128,211		$	143,615		$	167,808		$	173,805
Additions to foreclosed properties
New foreclosed property		2,222			8,451			6,268			6,904			10,766
Reductions in foreclosed properties
Sales		(7,811	)		(27,892	)		(15,392	)		(26,165	)		(11,771	)
Writedowns		(1,345	)		(5,522	)		(6,280	)		(4,932	)		(4,992	)

Balance, end of period	$	96,314		$	103,248		$	128,211		$	143,615		$	167,808

FORECLOSED PROPERTY EXPENSE
(Gain)/loss on sale of other real estate owned	$	(200	)	$	4,203		$	765		$	2,708		$	770
Writedown of other real estate owned		1,345			5,522			6,280			4,932			4,992
Other foreclosed property expense		1,209			2,266			1,749			2,572			2,647

Total foreclosed property expense	$	2,354		$	11,991		$	8,794		$	10,212		$	8,409

*	Excludes the Greater Memphis Area.

- MORE -

BXS Announces First Quarter Results

Page 19

April 22, 2013

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Mar-13		Dec-12		Sep-12		Jun-12		Mar-12
NONINTEREST REVENUE:
Mortgage lending	$	12,346	$	17,188	$	13,549	$	11,040	$	15,142
Credit card, debit card and merchant fees		7,523		8,125		8,270		7,787		7,523
Service charges		12,832		13,875		14,189		13,697		15,116
Trust income		3,210		3,391		3,101		3,139		2,282
Securities gains, net		19		152		39		177		74
Insurance commissions		26,641		20,502		23,519		22,964		23,153
Annuity fees		483		418		548		635		642
Brokerage commissions and fees		2,093		1,715		1,782		1,779		1,438
Bank-owned life insurance		1,887		1,899		1,750		1,812		2,613
Other miscellaneous income		4,284		3,636		3,673		3,438		4,377

Total noninterest revenue	$	71,318	$	70,901	$	70,420	$	66,468	$	72,360

NONINTEREST EXPENSE:
Salaries and employee benefits	$	79,414	$	77,203	$	74,829	$	77,661	$	74,931
Occupancy, net of rental income		10,237		10,643		10,944		10,487		10,066
Equipment		4,948		5,309		5,083		5,124		5,333
Deposit insurance assessments		2,804		3,103		3,998		3,994		5,383
Advertising		743		2,045		1,081		902		841
Foreclosed property expense		2,354		11,991		8,794		10,212		8,409
Telecommunications		2,099		2,168		2,118		2,023		2,206
Public relations		1,005		1,304		1,309		1,355		1,466
Data processing		2,468		2,714		2,312		2,444		2,764
Computer software		1,963		2,031		1,856		1,786		1,803
Amortization of intangibles		743		857		860		742		763
Legal		9,366		3,133		3,004		981		2,216
Postage and shipping		1,135		1,117		1,060		1,033		1,255
Other miscellaneous expense		16,092		19,601		16,540		17,762		18,244

Total noninterest expense	$	135,371	$	143,219	$	133,788	$	136,506	$	135,680

INSURANCE COMMISSIONS:
Property and casualty commissions	$	16,878	$	14,968	$	17,704	$	16,894	$	14,430
Life and health commissions		4,688		4,376		4,651		4,681		4,724
Risk management income		650		581		698		618		655
Other		4,425		577		466		771		3,344

Total insurance commissions	$	26,641	$	20,502	$	23,519	$	22,964	$	23,153

- MORE -

BXS Announces First Quarter Results

Page 20

April 22, 2013

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	Mar-13			Dec-12			Sep-12			Jun-12			Mar-12
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	37,882		$	34,562		$	34,167		$	35,668		$	30,174
Additions to mortgage servicing rights:
Originations of servicing assets		4,268			5,146			5,784			4,076			3,525
Changes in fair value:
Due to payoffs/paydowns		(1,705	)		(2,005	)		(2,181	)		(1,737	)		(1,726	)
Due to change in valuation inputs or assumptions used in the valuation model		1,037			183			(3,206	)		(3,837	)		3,697
Other changes in fair value		(4	)		(4	)		(2	)		(3	)		(2	)

Fair value, end of period	$	41,478		$	37,882		$	34,562		$	34,167		$	35,668

MORTGAGE LENDING REVENUE:
Production revenue:
Origination	$	9,187		$	15,131		$	15,326		$	13,119		$	9,720
Servicing		3,827			3,879			3,610			3,495			3,451
Payoffs/Paydowns		(1,705	)		(2,005	)		(2,181	)		(1,737	)		(1,726	)

Total production revenue		11,309			17,005			16,755			14,877			11,445
Market value adjustment		1,037			183			(3,206	)		(3,837	)		3,697

Total mortgage lending revenue	$	12,346		$	17,188		$	13,549		$	11,040		$	15,142

AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,517,725		$	1,401,996		$	1,472,747		$	1,481,060		$	1,578,441
Government agency issued residential mortgage-back securities		334,550			366,875			338,230			360,489			385,146
Government agency issued commercial mortgage-back securities		196,459			91,445			90,306			35,895			31,647
Obligations of states and political subdivisions		550,475			565,873			574,559			577,629			568,642
Other		7,967			7,843			7,764			7,758			9,659

Total available-for-sale securities	$	2,607,176		$	2,434,032		$	2,483,606		$	2,462,831		$	2,573,535

- MORE -

BXS Announces First Quarter Results

Page 21

April 22, 2013

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	March 31, 2013
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	8,670,610		$	100,571		4.70	%
Available-for-sale securities:
Taxable		2,073,711			8,700		1.70	%
Tax-exempt		446,703			6,093		5.53	%
Short-term investments		963,600			602		0.25	%

Total interest earning assets and revenue		12,154,624			115,966		3.87	%
Other assets		1,260,960
Less: allowance for credit losses		(166,210	)

Total	$	13,249,374

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand - interest bearing	$	4,891,412		$	3,125		0.26	%
Savings		1,173,603			513		0.18	%
Other time		2,562,538			8,041		1.27	%
Short-term borrowings		360,231			65		0.07	%
Junior subordinated debt		160,312			2,857		7.23	%
Long-term debt		33,500			348		4.21	%

Total interest bearing liabilities and expense		9,181,596			14,949		0.66	%
Demand deposits - noninterest bearing		2,463,436
Other liabilities		142,202

Total liabilities		11,787,234
Shareholders’ equity		1,462,140

Total	$	13,249,374

Net interest revenue				$	101,017

Net interest margin							3.37	%
Net interest rate spread							3.21	%
Interest bearing liabilities to interest earning assets							75.54	%
Net interest tax equivalent adjustment				$	2,939

- MORE -

BXS Announces First Quarter Results

Page 22

April 22, 2013

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)


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

- MORE -

BXS Announces First Quarter Results

Page 23

April 22, 2013

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)


	Quarter Ended
	September 30, 2012
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		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 First Quarter Results

Page 24

April 22, 2013

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)


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

Page 25

April 22, 2013

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)


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

- MORE -

BXS Announces First Quarter Results

Page 26

April 22, 2013

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)


	March 31,						December 31,
	2013			2012			2012
Tangible assets
Total assets	$	13,393,135		$	13,307,572		$	13,397,198
Less: Goodwill		275,173			271,297			275,173
Other identifiable intangible assets		16,586			15,850			17,329


Total tangible assets	$	13,101,376		$	13,020,425		$	13,104,696
Tangible shareholders’ equity
Total shareholders’ equity	$	1,465,180		$	1,392,199		$	1,449,052
Less: Goodwill		275,173			271,297			275,173
Other identifiable intangible assets		16,586			15,850			17,329

Total tangible shareholders’ equity	$	1,173,421		$	1,105,052		$	1,156,550

Total shares outstanding		95,174,441			94,436,177			94,549,867

Tangible shareholders’ equity to tangible assets*		8.96	%		8.49	%		8.83	%
Tangible book value per share**	$	12.33		$	11.70		$	12.23

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.

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