BancorpSouth, Inc. Announces Financial Results for the Third Quarter and First Nine Months of 2003
PRNewswire-FirstCall
TUPELO, Miss.

BancorpSouth, Inc. today announced that net income for the third quarter of 2003 was $33.9 million, a 29.9 percent increase from $26.1 million for the third quarter of 2002. Net income per basic and diluted share rose 30.3 percent to $0.43 for the third quarter of 2003 from $0.33 for the third quarter of 2002.

Net income increased 18.4 percent for the first nine months of 2003, to $102.3 million from $86.4 million for the first nine months of 2002. Net income per basic share rose 23.4 percent for the first nine months of 2003 to $1.32 from $1.07 for the first nine months of 2002, and net income per diluted share increased 22.4 percent to $1.31 from $1.07.

"BancorpSouth produced another solid financial performance for the third quarter of 2003, which we again attribute to the substantial growth of non- interest revenue," remarked Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth. "Although interest rates exhibited more upward pressure in the third quarter of 2003 than they have in several quarters, our mortgage volume remained heavy, generating 33.8 percent greater origination volume for the third quarter of 2003 than the third quarter of 2002. In fact, through just the first nine months of 2003, we have originated mortgages of over $1.06 billion, more than we have ever originated in any previous full fiscal year. In addition, we continued to benefit from substantial growth in service charges, and, primarily as a result of the August 1, 2003 consummation of the Ramsey, Krug, Farrell & Lensing acquisition following the second- quarter acquisition of Wright & Percy Insurance, our insurance commission revenue nearly doubled for the third quarter of 2003 versus the third quarter last year.

"The upward bias in interest rates during the third quarter is reflected in their impact on the valuation of our mortgage servicing asset at the quarter's end. Our third-quarter 2003 financial results benefited from a non- cash $5.8 million reversal of a previously recorded impairment charge against the asset, compared with a non-cash provision for the impairment of the asset of $9.2 million recorded for the third quarter of 2002. In addition, our non- interest revenue includes the relatively insignificant effect of net securities gains of $60,000 for the third quarter of 2003 versus net securities gains of $2.5 million for the third quarter of 2002. The net after-tax effect of the valuation change in the mortgage servicing asset combined with the net securities gain for each quarter was a $0.05 per diluted share increase in earnings for the third quarter of 2003 and a $0.05 per diluted share decrease in earnings for the third quarter of 2002.

"The significant growth in our non-interest revenue in the third quarter highlights the strategic importance of our multi-year effort to diversify our revenue stream. In an economic environment that has provided little opportunity for loan growth, the comparable-quarter growth in our third- quarter non-interest revenue, excluding the items discussed above, essentially offset the decline in net interest revenue for the third quarter of 2003 from the third quarter of 2002."

Net Interest Revenue

For the third quarter of 2003, interest revenue was $129.8 million, a decrease of 12.0 percent from $147.5 million for the third quarter of 2002 and a 2.5 percent decrease from $133.2 million for the second quarter of 2003. Interest expense declined 23.5 percent to $42.0 million for the third quarter from $54.9 million for the third quarter of 2002 and 8.9 percent from $46.1 million for the second quarter of 2003.

The average taxable equivalent yield on earning assets was 5.52 percent for the third quarter of 2003, down from 6.40 percent for the comparable quarter in 2002 and 5.68 percent for the second quarter of 2003. The average rate paid on interest bearing liabilities declined to 2.07 percent for the third quarter of 2003 from 2.72 percent for the third quarter last year and from 2.26 percent for the second quarter this year.

Net interest revenue for the third quarter of 2003 was $87.8 million, a 5.2 percent decline from $92.6 million for the third quarter of 2002 and up 0.8 percent from $87.1 million for the second quarter of 2003. Net interest margin was 3.76 percent for the third quarter of 2003, down from 4.07 percent for the same quarter of 2002 and up from 3.75 percent for the second quarter of 2003.

"We are pleased that in a more stable interest rate environment, we produced a sequential-quarter gain in net interest revenue for the third quarter from the second quarter, after a decline over the four previous consecutive quarters, and a sequential-quarter increase in net interest margin, after a decline over the five previous consecutive quarters," said Patterson. "However, the decline in these metrics in the third quarter of 2003 versus the third quarter of 2002 is evidence of both our national and regional economic climate and the significant decline in interest rates during the past year. Although we must constantly manage our assets and liabilities to limit our exposure to changing interest rates, we are working to position BancorpSouth for a rising interest rate environment, which we believe is the appropriate and conservative position at this time in the interest rate cycle."

Deposit and Loan Activity

Total assets were $10.2 billion at September 30, 2003, a 0.6 percent increase from $10.1 billion at September 30, 2002. Total deposits at the end of the third quarter of 2003 were $8.4 billion, a decline of 0.8 percent from $8.5 billion at the same time in 2002. Total loans at September 30, 2003 were $6.3 billion, down 1.9 percent from $6.4 billion at September 30, 2002. Patterson commented, "An important aspect of managing our asset and liability mix is responding to ebbs and flows in loan demand. We have continued to experience weak loan demand. As a result, we less aggressively sought interest bearing deposits during the third quarter. While total savings and time deposits declined 3.6 percent for the quarter from the third quarter last year, we continued to expand our market share of low-cost funds with a 6.8 percent increase in non-interest bearing deposits and a 1.3 percent increase in interest bearing demand deposits for the quarter compared with the third quarter of 2002. We believe these increases demonstrate our continued penetration of our markets, which will support our ability to expand our lending activities in an improving economic environment."

Provision for Credit Losses and Allowance for Credit Losses

The Company reduced its provision for credit losses for the fourth consecutive quarter to $4.7 million for the third quarter of 2003, down 43.2 percent from $8.2 million for the third quarter of 2002 and 27.9 percent from the second quarter of 2003. Annualized net charges-offs declined to 0.34 percent of average loans for the third quarter from 0.44 percent for the third quarter last year, and increased from 0.31 percent for the second quarter of 2003.

Non-performing loans were $46.3 million at September 30, 2003, or 0.74 percent of loans, up from $34.4 million, or 0.54 percent of loans, at September 30, 2002, and up slightly from $45.2 million, or 0.72 percent of loans, at June 30, 2003. The allowance for credit losses also increased to 1.45 percent of loans at the end of the third quarter from 1.37 percent at the same time in 2002, while remaining unchanged from 1.45 percent at the end of the second quarter of 2003.

"BancorpSouth's conservative lending and credit philosophy has continued to produce strong credit quality in an extended and challenging period of economic weakness," added Patterson. "Although non-performing loans increased during the past year, our charge-offs declined significantly for the third quarter compared with the third quarter last year. This decline in charge- offs, along with the decline in loans outstanding at September 30, 2003 when compared to September 30, 2002, enabled us to maintain an allowance for credit losses at 1.45 percent of loans. This is a significant improvement from the third quarter last year, in spite of a substantial reduction in our provision for credit losses. We remain fundamentally committed to conservative lending practices as an essential element of our strategies to achieve consistent long-term growth."

Non-Interest Revenue

BancorpSouth's non-interest revenue increased 81.3 percent for the third quarter of 2003 to $53.1 million from $29.3 million for the third quarter of 2002 and 23.8 percent from $42.9 million for the second quarter of 2003. Although these growth rates include the impact of the changes in the valuation of our mortgage servicing asset and the net securities gains that are discussed above, non-interest revenue, excluding this impact, still increased more than 30 percent for the third quarter compared with the third quarter last year.

The greatest portion of this growth resulted from a 95.1 percent increase in insurance commissions for the third quarter of 2003 to $11.9 million from $6.1 million for the third quarter last year. In addition, service charges for the latest quarter were $16.1 million, up 25.2 percent from $12.9 million for the third quarter of 2002. BancorpSouth further benefited from a 33.8 percent increase in mortgage loan originations for the third quarter of 2003 to $360.1 million from $269.1 million for the comparable quarter in 2002. Revenue from these mortgage originations totaled $8.3 million for the third quarter of 2003, up 33.9% from $6.2 million for the third quarter of 2002.

Patterson said, "We are very pleased with the overall performance of our non-interest revenue generating activities, the growth of which is the result of our strategy to meet the demand for more comprehensive financial services within our customer base. We will continue to evaluate additional opportunities to expand the number of products and services we provide each customer through both accretive acquisitions, such as the Ramsey, Krug, Farrell & Lensing acquisition completed during the third quarter, and internal growth, such as the ongoing growth of our mortgage originations.

"We also remain committed to the mortgage servicing business and to the expansion of our mortgage servicing portfolio, which totaled $2.8 billion at the end of the third quarter. Through our origination of more than $1 billion of relatively low-interest rate mortgages during the first nine months of 2003, we believe the mortgage servicing portfolio's prepayment risk has declined significantly, enhancing its prospects of providing BancorpSouth a consistent, long-term contribution to earnings."

Non-Interest Expense

Non-interest expense totaled $85.9 million for the third quarter of 2003, a 13.3 percent increase over $75.8 million for the third quarter of 2002. The majority of the increase in non-interest expenses resulted from a 17.6 percent increase in salaries and employee benefits. The acquisition of a major insurance agency in each of the second and third quarters of 2003 contributed to this increase, as well as commissions earned by BancorpSouth's mortgage personnel as a result of the significant increase in mortgage loan originations. The addition of the two insurance agencies in 2003 also contributed to the 11.0 percent increase in other expenses for the third quarter of 2003 versus the third quarter last year.

Capital Management

During the third quarter of 2003, BancorpSouth repurchased the 230,892 shares of its common stock that remained available under the plan authorized in February 2002 for the repurchase of up to 4.1 million shares. In addition, BancorpSouth also repurchased approximately 327,000 shares during the third quarter of 2003 under another stock repurchase plan authorized in April 2003 for the repurchase of up to 3.9 million shares. Combined with the shares repurchased under a separate 4.2 million share stock repurchase plan authorized in March 2001 and completed in 2002, BancorpSouth had repurchased 8.6 million shares of its common stock as of September 30, 2003, or 10.3 percent of its outstanding shares at March 31, 2001. BancorpSouth will continue to evaluate additional share repurchases under the April 2003 plan, which authorizes these repurchases during a two-year period.

Summary

Mr. Patterson concluded, "As our repurchase of over 10% of the Company's shares during the past 18 months indicates, not only do we believe that an investment in BancorpSouth's stock will provide an attractive long-term return for the Company, but we are also very focused on our goal of increasing BancorpSouth's shareholder value. We further support this goal through a cash dividend policy that has provided increasing annual dividends to our shareholders for 20 consecutive years.

"More importantly, however, we are fully committed to the continuing refinement and implementation of growth strategies to achieve consistent profitable growth over the long-term. These strategies are based both on our ability to create strong customer relationships through high quality customer service and on a conservative banking philosophy that stresses strong credit quality. In achieving these core values, we have moved aggressively and innovatively to create a unique market position across our six-state region, with substantial prospects for additional growth. As a result, we have continued to expand our business and market share throughout a multi-year period of economic weakness, and we are confident that BancorpSouth is well positioned to achieve further profitable growth in an improving economic environment."

Conference Call

BancorpSouth will conduct a conference call with analysts at 1:30 p.m. (Central Time) on October 20, 2003. 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, those relating to the acquisition of Ramsey, Krug, Farrell & Lensing, interest rates, loan demand and lending activities, credit quality, expansion of mortgage servicing portfolio and resulting benefits, non-interest revenue, expansion of products and services, internal growth and acquisitions, common stock repurchase plan, shareholder value, strategies to achieve consistent long-term growth and BancorpSouth's future growth and profitability.

We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual results could differ materially from those indicated in such forward-looking statements, due to a variety of factors. Those factors include, but are not limited to, changes in economic conditions and government fiscal and monetary policies, fluctuations in prevailing interest rates, the ability to maintain credit quality, the ability of BancorpSouth to effectively integrate acquisitions, changes in laws and regulations affecting financial institutions in general, possible adverse rulings, judgments, settlements and other outcomes of pending litigation, the ability of BancorpSouth to compete with other financial services companies, the ability of BancorpSouth to provide competitive services and products, changes in BancorpSouth's operating or expansion strategy, geographic concentration of BancorpSouth's assets, availability of and costs associated with obtaining adequate and timely sources of liquidity, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to effectively market its services and products, the ability of BancorpSouth to repurchase its common stock on favorable terms, the ability of BancorpSouth to identify potential acquisitions, changes in consumer preferences, other factors generally understood to affect the financial results of financial services companies, and other factors described from time to time in BancorpSouth's filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

BancorpSouth, Inc. is a bank holding company headquartered in Tupelo, Mississippi with approximately $10.2 billion in assets. BancorpSouth operates approximately 250 commercial banking, insurance, trust and broker/dealer locations in Alabama, Arkansas, Louisiana, Mississippi, Tennessee and Texas.

  Selected Financial Data
                              Three Months Ended        Nine Months Ended
                                 September 30,            September 30,
                               2003         2002        2003         2002
  (Dollars in thousands,
   except per share
   amounts)
  Earnings Summary:
  Net interest revenue        $87,808     $92,622     $265,021     $279,132
  Provision for credit
   losses                       4,664       8,208       17,658       22,183
  Non-interest revenue         53,120      29,307      151,052       97,056
  Non-interest expense         85,851      75,773      246,807      227,519
  Income before income
   taxes                       50,413      37,948      151,608      126,486
  Income tax provision         16,539      11,876       49,345       40,090
  Net income                  $33,874     $26,072     $102,263      $86,396
  Earning per share:
   Basic                        $0.43       $0.33        $1.32        $1.07
   Diluted:                     $0.43       $0.33        $1.31        $1.07


  Balance sheet data at
   September 30:
  Total assets                                     $10,185,547  $10,120,612
  Total earning assets                               9,440,660    9,384,987
  Loans and lease
   receivables, net of
   unearned discount                                 6,251,791    6,373,149
  Allowance for credit
   losses                                               90,505       87,497
  Total deposits                                     8,424,422    8,490,860
  Common shareholders'
   equity                                              854,441      804,250
  Book value per share                                   10.96        10.24

  Average balance sheet
   data:
  Total assets            $10,254,503  $9,977,577  $10,244,623   $9,797,543
  Total earning assets      9,509,599   9,321,348    9,532,390    9,160,134
  Loans and lease
   receivables, net of
   unearned discount        6,271,633   6,355,451    6,302,564    6,258,897
  Total deposits            8,450,937   8,326,409    8,545,959    8,165,513
  Common shareholders'
   equity                     874,626     813,798      841,207      813,590

  Non-performing assets
   at September 30:
  Non-accrual loans                                    $18,655      $10,705
  Loans 90+ days past due                               25,773       23,629
  Restructured loans                                     1,870           21
  Other real estate owned                               14,049       21,724

  Net charge-offs as a
   percentage of average loans
   (annualized)                 0.34%       0.44%        0.32%        0.41%

  Performance ratios
   (annualized)
  Return on average
   assets                       1.31%       1.04%        1.33%        1.18%
  Return on common equity      15.37%      12.71%       16.25%       14.20%

  Net interest margin           3.76%       4.07%        3.83%        4.20%

  Average shares
   outstanding - diluted   78,415,306  80,166,776   78,095,332   81,115,325


                              BancorpSouth, Inc.
                         Consolidated Balance Sheets
                            (dollars in thousands)
                                 (Unaudited)

                                         September 30, September 30,
                                              2003          2002      % Chg
                 Assets
  Cash & due from banks                     $302,520      $340,868   (11.3%)
  Interest bearing deposits with
    other banks                               19,157        23,989   (20.1%)
  Held-to-maturity securities                990,112     1,237,916   (20.0%)
  Available-for-sale securities            1,997,318     1,434,485    39.2%
  Federal funds sold and securities
    purchased under agreement
    to resell                                139,872       247,118   (43.4%)
  Loans & leases                           6,251,791     6,373,149    (1.9%)
       Allowance for credit losses           (90,505)      (87,497)    3.4%
    Net loans & leases                     6,161,286     6,285,652    (2.0%)
  Mortgages held for sale                     42,412        68,329   (37.9%)
  Bank premises & equipment                  212,282       209,637     1.3%
  Accrued interest receivable                 72,721        75,921    (4.2%)
  Other real estate owned                     14,049        21,724   (35.3%)
  Other assets                               233,818       174,973    33.6%
       Total assets                      $10,185,547   $10,120,612     0.6%
               Liabilities
  Demand deposits:
    Non-interest bearing                  $1,246,955    $1,168,087     6.8%
    Interest bearing                       2,434,498     2,402,511     1.3%
    Total demand deposits                  3,681,453     3,570,598     3.1%
  Savings & time deposits:
    Savings                                  786,080       800,065    (1.7%)
    Certificates of deposit                3,956,889     4,120,197    (4.0%)
    Total savings & time deposits          4,742,969     4,920,262    (3.6%)
    Total deposits                         8,424,422     8,490,860    (0.8%)
  Federal funds purchased and
    securities sold under
    agreement to repurchase                  517,420       446,588    15.9%
  Accrued interest payable                    20,371        27,665   (26.4%)
  Junior subordinated debt                   125,000       125,000    NA
  Long-term debt                             138,820       140,060    (0.9%)
  Other liabilities                          105,073        86,189    21.9%
      Total liabilities                    9,331,106     9,316,362     0.2%
          Shareholders' Equity
  Common stock                               194,900       196,320    (0.7%)
  Capital surplus                             40,770        18,598   119.2%
  Unrealized gain on
    securities                                15,419        32,556   (52.6%)
  Retained earnings                          603,352       556,776     8.4%
      Total shareholders' equity             854,441       804,250     6.2%
      Total liabitities &
        shareholders' equity             $10,185,547   $10,120,612     0.6%


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

                                             Quarter Ended
                            Sep-03    Jun-03    Mar-03    Dec-02    Sep-02
  Interest Revenue:
  Loans, including fees     $99,188  $103,146  $105,252  $110,129  $113,922
  Held-to-maturity
    securities:              12,199    14,707    15,818    15,681    16,577
  Available-for-sale
    securities               17,063    13,026    14,221    16,277    14,440
  Short term investments      1,362     2,315     2,391     2,451     2,569
     Total interest revenue 129,812   133,194   137,682   144,538   147,508
  Interest Expense:
  Deposits                   35,260    39,289    40,544    44,695    47,099
  Short term borrowings       1,055       987       904     1,132     1,268
  Long term borrowings        2,075     2,079     2,082     2,090     2,095
  Junior subordinated debt    2,547     2,547     2,547     2,547     2,547
  Other interest expense      1,067     1,223     1,461     1,680     1,877
     Total interest expense  42,004    46,125    47,538    52,144    54,886
      Net interest revenue   87,808    87,069    90,144    92,394    92,622
  Provision for credit
    losses                    4,664     6,472     6,522     7,228     8,208
      Net interest revenue,
       after credit loss
       provision             83,144    80,597    83,622    85,166    84,414
  Other Revenue:
  Mortgage lending           13,623     4,667     7,561     6,069    (2,595)
  Service charges            16,131    16,232    13,654    13,557    12,888
  Life insurance premiums       760       876       961     1,031     1,091
  Trust income                1,905     1,684     1,486     1,767     1,693
  Securities gains, net          60       180    13,556       170     2,453
  Insurance commissions      11,946     8,314     6,387     5,927     6,123
  Other                       8,695    10,962    11,411     6,661     7,654
      Total other revenue    53,120    42,915    55,016    35,182    29,307
  Other Expense:
  Salaries and employee
    benefits                 49,749    48,007    45,461    45,985    42,301
  Occupancy                   5,932     5,609     5,580     5,497     5,485
  Equipment                   6,063     5,776     6,003     6,093     6,070
  Telecommunications          1,915     1,828     1,860     1,948     1,922
  Other                      22,192    20,113    20,719    25,356    19,995
      Total other expense    85,851    81,333    79,623    84,879    75,773
      Income before
       income taxes          50,413    42,179    59,015    35,469    37,948
  Income tax expense         16,539    12,938    19,867     9,848    11,876
      Net Income            $33,874   $29,241   $39,148   $25,621   $26,072
  Net Income Per Share:
     Basic                    $0.43     $0.38     $0.51     $0.33     $0.33
    Diluted                   $0.43     $0.37     $0.50     $0.33     $0.33


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

                                                      Year To Date
                                                 Sep-03            Sep-02
  Interest Revenue:
  Loans, including fees                         $307,585          $340,999
  Held-to-maturity
    securities:                                   42,725            49,098
  Available-for-sale
    securities                                    44,311            46,425
  Short term investments                           6,067             9,358
     Total interest revenue                      400,688           445,880
  Interest Expense:
  Deposits                                       115,093           143,835
  Short term borrowings                            2,946             3,488
  Long term borrowings                             6,236             6,276
  Junior subordinated debt                         7,641             6,877
  Other interest expense                           3,751             6,272
     Total interest expense                      135,667           166,748
      Net interest revenue                       265,021           279,132
  Provision for credit
    losses                                        17,658            22,183
      Net interest revenue,
       after credit loss
       provision                                 247,363           256,949
  Other Revenue:
  Mortgage lending                                25,851             3,859
  Service charges                                 46,017            35,693
  Life insurance premiums                          2,598             3,309
  Trust income                                     5,075             5,253
  Securities gains, net                           13,796             5,316
  Insurance commissions                           26,647            17,676
  Other                                           31,068            25,950
      Total other revenue                        151,052            97,056
  Other Expense:
  Salaries and employee
    benefits                                     143,217           125,119
  Occupancy                                       17,120            16,161
  Equipment                                       17,842            18,869
  Telecommunications                               5,603             5,879
  Other                                           63,025            61,491
      Total other expense                        246,807           227,519
      Income before
       income taxes                              151,608           126,486
  Income tax expense                              49,345            40,090
      Net Income                                $102,263           $86,396
  Net Income Per Share:
     Basic                                         $1.32             $1.07
    Diluted                                        $1.31             $1.07



                            BancorpSouth, Inc.
              Average Balances, Interest Income and Expense,
                       and Average Yields and Rates
                          (dollar in thousands)
                               (Unaudited)
                                                    Quarter Ended
                                                  September 30, 2003
                                           Average                  Yield/
     (Taxable equivalent basis)            Balance      Interest     Rate
     ASSETS
     Loans net of Unearned Income          $6,344,679     $99,535     6.22%
     Held-to-maturity securities:
       Taxable                                928,655      10,258     4.38%
       Non Taxable                            159,698       2,987     7.42%
     Available-for-sale securities:
       Taxable                              1,738,380      15,160     3.46%
       Non Taxable                            184,639       2,928     6.29%
     Short term investments                   153,548       1,362     3.52%
       Total interest earning
         assets and revenue                 9,509,599     132,230     5.52%
     Other assets                             836,643
     Less:  allowance for credit losses       (91,739)
         Total                            $10,254,503

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,462,312      $5,220     0.84%
       Savings                                791,963       1,431     0.72%
       Time                                 3,982,951      28,608     2.85%
     Short-term borrowings                    533,933       2,123     1.58%
     Junior subordinated debt                 125,000       2,547     8.15%
     Long-term debt                           138,929       2,075     5.93%
       Total interest bearing
         liabilities and expense            8,035,088      42,004     2.07%
     Demand deposits -
       non-interest bearing                 1,213,711
     Other liabilities                        131,078
       Total liabilities                    9,379,877
     Shareholders' equity                     874,626
       Total                              $10,254,503
     Net interest revenue                                 $90,226
     Net interest margin                                              3.76%
     Net interest rate spread                                         3.44%
     Interest bearing liabilities to
        interest earning assets                                      84.49%

     Net interest tax equivalent
      adjustment                                           $2,418


                            BancorpSouth, Inc.
              Average Balances, Interest Income and Expense,
                       and Average Yields and Rates
                          (dollars in thousands)
                               (Unaudited)
                                                     Quarter Ended
                                                   September 30, 2002
                                           Average                  Yield/
     (Taxable equivalent basis)            Balance      Interest     Rate
     ASSETS
     Loans net of Unearned Income          $6,412,420    $114,389     7.08%
     Held-to-maturity securities:
       Taxable                              1,089,342      14,182     5.17%
       Non Taxable                            194,142       3,685     7.53%
     Available-for-sale securities:
       Taxable                              1,175,225      12,274     4.14%
       Non Taxable                            201,465       3,333     6.56%
     Short term investments                   248,754       2,569     4.10%
       Total interest earning
         assets and revenue                 9,321,348     150,432     6.40%
     Other assets                             743,218
     Less:  allowance for credit losses       (86,990)
         Total                             $9,977,577

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,357,120      $9,528     1.60%
       Savings                                821,663       2,917     1.41%
       Time                                 4,088,905      34,654     3.36%
     Short-term borrowings                    464,639       3,146     2.69%
     Junior subordinated debt                 125,000       2,547     8.15%
     Long-term debt                           140,162       2,095     5.93%
       Total interest bearing
         liabilities and expense            7,997,489      54,887     2.72%
     Demand deposits -
       non-interest bearing                 1,058,721
     Other liabilities                        107,569
       Total liabilities                    9,163,779
     Shareholders' equity                     813,798
       Total                               $9,977,577
     Net interest revenue                                 $95,545
     Net interest margin                                              4.07%
     Net interest rate spread                                         3.68%
     Interest bearing liabilities to
        interest earning assets                                      85.80%

     Net interest tax equivalent
      adjustment                                           $2,923


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

                                                   Year to Date
                                                September 30, 2003
                                           Average                  Yield/
     (Taxable equivalent basis)            Balance      Interest     Rate
     ASSETS
     Loans net of Unearned Income          $6,365,923    $308,716     6.48%
     Held-to-maturity securities:
       Taxable                              1,212,104      36,488     4.02%
       Non Taxable                            168,234       9,594     7.62%
     Available-for-sale securities:
       Taxable                              1,276,990      38,318     4.01%
       Non Taxable                            193,580       9,219     6.37%
     Short term investments                   315,559       6,067     2.57%
       Total interest earning
         assets and revenue                 9,532,390     408,402     5.73%
     Other assets                             802,732
     Less:  allowance for credit losses       (90,499)
         Total                            $10,244,623

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,478,536     $19,018     1.03%
       Savings                                804,946       5,669     0.94%
       Time                                 4,098,528      90,406     2.95%
     Short-term borrowings                    476,410       6,698     1.88%
     Junior subordinated debt                 125,000       7,641     8.15%
     Long-term debt                           139,241       6,236     5.99%
       Total interest bearing
         liabilities and expense            8,122,661     135,668     2.23%
     Demand deposits -
       non-interest bearing                 1,163,949
     Other liabilities                        116,806
       Total liabilities                    9,403,416
     Shareholders' equity                     841,207
       Total                              $10,244,623
     Net interest revenue                                $272,734
     Net interest margin                                              3.83%
     Net interest rate spread                                         3.50%
     Interest bearing liabilities to
        interest earning assets                                      85.21%

     Net interest tax equivalent
      adjustment                                           $7,713


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

                                                      Year to Date
                                                  September 30, 2002
                                           Average                  Yield/
     (Taxable equivalent basis)            Balance      Interest     Rate
     ASSETS
     Loans net of Unearned Income          $6,312,781    $342,409     7.25%
     Held-to-maturity securities:
       Taxable                                993,581      41,763     5.62%
       Non Taxable                            196,275      11,286     7.69%
     Available-for-sale securities:
       Taxable                              1,107,887      39,947     4.82%
       Non Taxable                            197,409       9,965     6.75%
     Short term investments                   352,201       9,359     3.55%
       Total interest earning
         assets and revenue                 9,160,134     454,729     6.64%
     Other assets                             722,992
     Less:  allowance for credit losses       (85,583)
         Total                             $9,797,543

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,313,168     $27,657     1.60%
       Savings                                859,490       9,901     1.54%
       Time                                 3,945,818     106,277     3.60%
     Short-term borrowings                    456,620       9,762     2.86%
     Junior subordinated debt                 111,264       6,877     8.26%
     Long-term debt                           140,161       6,276     5.99%
       Total interest bearing
         liabilities and expense            7,826,521     166,750     2.85%
     Demand deposits -
       non-interest bearing                 1,047,037
     Other liabilities                        110,396
       Total liabilities                    8,983,954
     Shareholders' equity                     813,590
       Total                               $9,797,544
     Net interest revenue                                $287,979
     Net interest margin                                              4.20%
     Net interest rate spread                                         3.79%
     Interest bearing liabilities to
        interest earning assets                                      85.44%

     Net interest tax equivalent
      adjustment                                           $8,847

SOURCE: BancorpSouth, Inc.

CONTACT: L. Nash Allen, Jr., Treasurer and Chief Financial Officer,
+1-662-680-2330, or Gary C. Bonds, Senior Vice President and Controller,
+1-662-680-2332, both of BancorpSouth, Inc.