UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended September 30, 2004

OR

For the transition period from _______ to ________

Commission File Number: 1-12991

BancorpSouth, Inc.

(662) 680-2000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since last year)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

As of November 3, 2004, the Registrant had outstanding 76,631,848 shares of common stock, par value $2.50 per share.

BANCORPSOUTH, INC.
CONTENTS

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Report may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “intend,” “could,” “would” or “plan,” or future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to BancorpSouth’s financial products and services, liquidity and liquidity strategies, asset quality, cost controls, noninterest revenue, noninterest expense, net interest margin, net interest revenue, mortgage servicing rights, life insurance premium revenue, mortgage loans, consumer loans, provision for credit losses, allowance for credit losses, deposits, indirect automobile sales financing, the lack of significant loan growth, future acquisitions, the effect of certain legal claims, the impact of federal and state regulatory requirements for capital, the impact of certain tax assessments, additional share repurchases under BancorpSouth’s April 2003 stock repurchase program, interest rate sensitivity, prepayment of BancorpSouth’s junior subordinated debt securities, off-balance sheet commitments and other arrangements to extend credit and BancorpSouth’s future growth and profitability. We caution you not to place undue reliance on the forward-looking statements contained in this Report, in that actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These factors include, but are not limited to, changes in BancorpSouth’s operating or expansion strategy, changes in economic conditions, the ability to maintain asset and credit quality, prevailing interest rates and government fiscal and monetary policies, effectiveness of BancorpSouth’s interest rate hedging strategies, the ability of BancorpSouth’s borrowers to repay loans, changes in laws and regulations affecting financial institutions, the ability of BancorpSouth to identify and integrate acquisitions and investment opportunities, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, geographic concentrations of assets, availability of, costs associated with and timing for obtaining adequate sources of liquidity, competition from other financial services companies, the ability of BancorpSouth to repurchase its common stock on favorable terms, the ability of BancorpSouth to compete aggressively within its markets, the effect of pending or future legislation, possible adverse rulings, judgments, settlements and other outcomes of pending or threatened litigation, other factors generally understood to affect the financial condition or results of financial services companies and other factors detailed from time to time in BancorpSouth’s press releases and 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 of this Report.

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PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

BANCORPSOUTH, INC.

(1)

Derived from audited financial statements.

See accompanying notes to consolidated condensed financial statements.

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BANCORPSOUTH, INC.

See accompanying notes to consolidated condensed financial statements.

4

BANCORPSOUTH, INC.

See accompanying notes to consolidated condensed financial statements.

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BANCORPSOUTH, INC.

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the accounting policies in effect as of December 31, 2003, as set forth in the annual consolidated financial statements of BancorpSouth, Inc. (the “Company”) as of such date. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated condensed financial statements have been included and all such adjustments were of a normal recurring nature. The results of operations for the three-month and nine-month periods ended September 30, 2004 are not necessarily indicative of the results to be expected for the full year. Certain 2003 amounts have been reclassified to conform with the 2004 presentation.

The consolidated condensed financial statements include the accounts of the Company, its wholly-owned subsidiaries, BancorpSouth Bank (the “Bank”) and Risk Advantage, Inc., and the Bank’s wholly-owned subsidiaries, Century Credit Life Insurance Company, Personal Finance Corporation, BancorpSouth Insurance Services, Inc., BancorpSouth Investment Services, Inc. and BancorpSouth Municipal Development Corporation. BancorpSouth Capital Trust I (the “Trust”), a business trust, was treated as a subsidiary of the Company for financial reporting purposes until the adoption of the transition guidance of Financial Accounting Standards Board Interpretation No. 46 (revised December 2003) (“FIN 46R”), “Consolidation of Variable Interest Entities,” for investment in special-purpose entities on December 31, 2003, at which time the Company deconsolidated the Trust from its financial statements. See “Note 6 – Junior Subordinated Debt Securities” to Consolidated Condensed Financial Statements.

Key employees and directors of the Company and its subsidiaries have been granted stock options under the Company’s stock incentive plans. The Company accounts for those plans under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” for the three months and nine months ended September 30, 2004 and 2003:

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NOTE 2 – LOANS

The composition of the loan portfolio by collateral type as of the dates indicated was as follows:

The following table presents information concerning non-performing loans as of the dates indicated:

NOTE 3 – ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the changes in the allowance for credit losses for the periods indicated:

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NOTE 4 – PER SHARE DATA

The computation of basic earnings per share is based on the weighted average number of common shares outstanding. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding plus the shares resulting from the assumed exercise of all outstanding stock options using the treasury stock method.

The following tables provide a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods shown:

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NOTE 5 – COMPREHENSIVE INCOME

The following tables present the components of other comprehensive income and the related tax effects allocated to each component for the periods indicated:

NOTE 6 – JUNIOR SUBORDINATED DEBT SECURITIES

On January 28, 2002, the Company issued $128,866,000 in 8.15% Junior Subordinated Debt Securities to BancorpSouth Capital Trust I (the “Trust”), a business trust. The Trust used the proceeds from the issuance of five million shares of 8.15% trust preferred securities, $25 face value per share, to acquire the 8.15% Junior Subordinated Debt Securities. Both the Junior Subordinated Debt Securities and the trust preferred securities mature on January 28, 2032 and are callable at the option of the Company after January 28, 2007. The net proceeds to the Company from the issuance of its Junior Subordinated Debt Securities to the Trust were used for general corporate purposes, including repurchase of shares of the Company’s outstanding common stock. Prior to December 31, 2003, the accounts of the Trust were included in the consolidated financial statements of the Company. Pursuant to the Company’s adoption of the transition guidance of FIN 46R for investments in special-purpose entities, the Company deconsolidated the Trust from its financial statements as of December 31, 2003.

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NOTE 7 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the nine months ended September 30, 2004 were as follows:

The following tables present information regarding the components of the Company’s identifiable intangible assets for the dates indicated:

At September 30, 2004 and December 31, 2003, aggregate impairment for mortgage servicing rights was approximately $12,101,000 and approximately $17,209,000, respectively.

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The following table presents information regarding estimated amortization expense on the Company’s amortizable identifiable intangible assets for the year ended December 31, 2004, and the succeeding four years:

NOTE 8 – PENSION AND OTHER POSTRETIREMENT BENEFITS

The following tables present the components of net periodic benefit cost for the periods indicated:

NOTE 9 – RECENT PRONOUNCEMENTS

No recently issued accounting pronouncements were adopted by the Company during the third quarter of 2004.

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NOTE 10 – SEGMENT REPORTING

The Company’s principal activity is community banking, which includes providing a full range of deposit products, commercial loans and consumer loans. The general corporate and other operating segment below includes leasing, mortgage lending, trust services, credit card activities, insurance services, investment services and other activities not allocated to community banking.

Results of operations and selected financial information by operating segment for the three-month and nine-month periods ended September 30, 2004 and 2003 were as follows:

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NOTE 11 – COMMITMENTS AND CONTINGENT LIABILITIES

The State Tax Commission of the State of Mississippi completed its audit of the Bank’s state income tax return for the tax years 1998 through 2001 in the second quarter of 2004. As a result of this audit, on May 4, 2004, the State Tax Commission assessed the Bank additional taxes of approximately $6.2 million along with interest and penalties totaling approximately $3.7 million. Based on the advice of legal counsel, management believes that there is no substantial basis for the position taken by the Mississippi State Tax Commission and that the Company has meritorious defenses to dispute this assessment of additional taxes. The first step in the appeals process is to petition the Board of Review of the State Tax Commission for a hearing on the amount assessed. This hearing with the Board of Review took place at the beginning of the fourth quarter of 2004 but a decision has not been rendered. There can be no assurance that the Company will be successful in having the assessment reduced on appeal. The Company’s potential exposure with regard to this assessment will be the additional tax, interest and penalties assessed in May 2004 plus interest that will continue to accrue from May 2004 through the appeals process and legal costs associated with the appeal. Management does not believe that the outcome of this matter will have a material effect on the financial condition of the Company, although any significant additional assessment could materially adversely affect earnings in the period in which it is recorded.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

BancorpSouth, Inc. (the “Company”) is a regional financial holding company with approximately $10.6 billion in assets and is headquartered in Tupelo, Mississippi. BancorpSouth Bank (the “Bank”), the Company’s banking subsidiary, has commercial banking operations in Mississippi, Tennessee, Alabama, Arkansas, Texas and Louisiana. The Bank and its consumer finance, credit insurance, insurance agency and brokerage subsidiaries provide commercial banking, leasing, mortgage origination and servicing, insurance, brokerage and trust services to corporate customers, local governments, individuals and other financial institutions through an extensive network of branches and offices.

Management’s discussion and analysis provides a narrative discussion of the Company’s financial condition and results of operations of the Company. For a complete understanding of the following discussion, you should refer to the unaudited consolidated condensed financial statements for the three-month and nine-month periods ended September 30, 2004 and 2003 found in “Item 1. Financial Statements” of this report. This discussion and analysis is based on reported financial information and certain amounts for prior periods have been reclassified to conform with the current financial statement presentation. Additional information is provided to enhance comparability of financial information between periods and to provide a better understanding of the Company’s continuing operations.

As a financial holding company, the financial condition and operating results of the Company are heavily influenced by economic trends in the nation and its markets specifically. Most of the revenue of the Company is derived from its principal operating subsidiary, the Bank. The financial condition and operating results of the Bank are affected by the level and volatility of interest rates on loans, investment securities, deposits and other borrowed funds, and the impact of economic downturns on loan demand and creditworthiness of existing borrowers. The financial services industry is highly competitive and heavily regulated. The Company’s success depends on its ability to compete aggressively within its markets while maintaining sufficient asset quality and cost controls to generate net income.

The table below summarizes the Company’s net income, net income per share, return on average assets and return on average shareholders’ equity for the three months and nine months ended September 30, 2004 and 2003. Management believes these amounts and ratios are key indicators of the Company’s financial performance.

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The decline in net income for the third quarter and first nine months of 2004 when compared to the same periods of 2003 is attributable to several factors. The Company’s primary source of revenue is the amount of net interest revenue earned by the Bank. Net interest revenue is the difference between interest earned on loans and investments and interest paid on deposits and other obligations. The Company’s net interest revenue has continued to be negatively impacted by the historically low interest rates of the current interest rate cycle as well as the absence of significant loan demand. The Company has been unable to completely offset the decline in asset yields with reduced funding costs in this low interest rate environment. Additionally, deposit growth and proceeds from maturing securities outpaced loan demand for the first nine months of 2004 leading the Company to invest the excess liquidity in various securities that traditionally provide lower yields than loans. Also, proceeds from the maturing securities during the period were reinvested at lower yields than the maturing securities were earning. These factors combined to reduce the Company’s net interest revenue to $82.96 million for the third quarter of 2004, a $4.85 million, or 5.52%, decrease from $87.81 million for the same period of 2003. In recent years, the Company has taken steps to diversify its revenue stream by increasing its noninterest revenue from mortgage lending activities, insurance agency activities, brokerage and securities activities, and other bank related fees. While these diversification efforts have been successful in certain areas, the decrease in revenue from our mortgage lending activities for the third quarter and first nine months of 2004 and the significant gains on securities sold in 2003 which did not recur in 2004 combined to reduce noninterest revenue for the third quarter and first nine months of 2004 to $42.33 million and $139.78 million, respectively, down from $49.82 million and $142.01 million for the third quarter and first nine months of 2003, respectively. Improved asset quality allowed the Company to reduce its provision for credit losses for the third quarter of 2004 to $3.53 million, a 24.31% decrease from $4.66 million for the third quarter of 2003. Noninterest expense totaled $84.98 million for the third quarter of 2004 compared to $82.55 million for the third quarter of 2003, an increase of $2.43 million, or 2.94%. For the first nine months of 2004 and 2003, noninterest expense totaled $255.02 million and $237.77 million, respectively, an increase of $17.25 million, or 7.25%. The increase in noninterest expense for the third quarter and first nine months of 2004 continues to be related to increased salaries, employee benefits and other expenses associated with the two insurance agencies acquired in the second and third quarters of 2003. The major components of net income are discussed in more detail in the various sections that follow.

Critical Accounting Policies

During the nine months ended September 30, 2004, there was no significant change in the Company’s critical accounting policies and no significant change in the application of critical accounting policies as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

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RESULTS OF OPERATIONS

Net Interest Revenue

Net interest revenue is the difference between interest revenue earned on assets, such as loans, leases and securities, and interest expense paid on liabilities, such as deposits and borrowings, and continues to provide the Company with its principal source of revenue. Net interest revenue is affected by the general level of interest rates, changes in interest rates and by changes in the amount and composition of interest earning assets and interest bearing liabilities. The Company’s long-term objective is to manage those assets and liabilities to maximize net interest revenue, while balancing interest rate, credit, liquidity and capital risks. For purposes of the following discussion, revenue from tax-exempt loans and investment securities has been adjusted to a fully taxable equivalent basis, using an effective tax rate of 35%.

Net interest revenue was $85.27 million for the three months ended September 30, 2004, compared to $90.23 million for the same period in 2003, representing a decrease of $4.96 million, or 5.50%. For the first nine months of 2004 and 2003, net interest revenue was $257.18 million and $272.73 million, respectively, representing a decrease of $15.55 million, or 5.70%. The decline in net interest revenue for the third quarter and first nine months of 2004 primarily reflects the Company’s inability to reduce funding costs enough to offset falling asset yields.

Interest revenue decreased $5.42 million, or 4.10%, to $126.81 million for the three months ended September 30, 2004 from $132.23 million for the three months ended September 30, 2003. While average interest earning assets increased by $242.01 million, or 2.54%, to $9.75 billion for the third quarter of 2004 from $9.51 billion for the third quarter of 2003, this increase was more than offset by a decrease of 35 basis points in the yield of those assets to 5.17% for the third quarter of 2004 from 5.52% for the third quarter of 2003, resulting in a decrease in interest revenue. For the first nine months of 2004 and 2003, interest revenue was $378.43 million and $408.40 million, respectively, representing a decrease of $29.97 million, or 7.34%. Average interest earning assets increased $220.30 million, or 2.31%, from $9.53 billion for the nine months ended September 30, 2003 to $9.75 billion for the nine months ended September 30, 2004, while the average yield on those assets decreased 55 basis points to 5.18% for the nine months ended September 30, 2004 from 5.73% for the nine months ended September 30, 2003.

Interest expense decreased $0.45 million, or 1.09%, to $41.55 million for the three months ended September 30, 2004 from $42.00 million for the three months ended September 30, 2003. While average interest bearing liabilities increased $276.80 million, or 3.44%, to $8.31 billion for the third quarter of 2004 from $8.04 billion for the third quarter of 2003, this increase in the amount of interest bearing liabilities was somewhat offset by a decrease of 8 basis points in the average rate paid on those liabilities to 1.99% for the third quarter of 2004 from 2.07% for the third quarter of 2003. For the first nine months of 2004 and 2003, interest expense was $121.25 million and $135.67 million, respectively, representing a decrease of $14.42 million, or 10.63%. Average interest bearing liabilities decreased $163.33 million, or 2.01%, from $8.12 billion for the nine months ended September 30, 2003 to $8.29 billion for the nine months ended September 30, 2004, while the average rate paid on those liabilities decreased 28 basis points from 2.23% for the nine months ended September 30, 2003 to 1.95% for the nine months ended September 30, 2004.

The relative performance of the Company’s lending and deposit-raising functions is frequently measured by two calculations – net interest margin and net interest rate spread. Net interest margin is determined by dividing fully taxable equivalent net interest revenue by average earning assets. Net interest rate spread is the difference between the average fully taxable equivalent yield earned on interest earning assets and the average rate paid on interest bearing liabilities. Net interest margin is generally greater than the net interest rate spread because of the additional income earned on those assets funded by noninterest bearing liabilities.

Net interest margin for the third quarter of 2004 and 2003 was 3.48% and 3.76%, respectively, representing a decrease of 28 basis points. Net interest rate spread for the third quarter of 2004 was 3.18%, a decrease of 26 basis points from 3.44% for the same period of 2003. The decrease in net interest margin and net interest rate spread was primarily a result of the larger decline in the average rate earned on interest earning assets, from 5.52% for the third quarter of 2003 to 5.17% for the third quarter of 2004, than the decrease in the average rate paid on interest bearing liabilities from 2.07% for the third quarter of 2003 to 1.99% for the third quarter of 2004. For the first nine months of 2004 and 2003, net interest margin was 3.52% and 3.83%, respectively, representing a decrease of 31 basis

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points. Net interest rate spread for the nine months ended September 30, 2004 was 3.23%, a decrease of 27 basis points from 3.50% for the same period of 2003. The decrease in net interest margin and net interest rate spread for the first nine months of 2004 from the first nine months of 2003 was primarily a result of the larger decline in the average rate earned on interest earning assets, from 5.73% for the nine months ended September 30, 2003 to 5.18% for the nine months ended September 30, 2004, than the decrease in the average rate paid on interest bearing liabilities from 2.23% for the nine months ended September 30, 2003 to 1.95% for the nine months ended September 30, 2004. The earning asset yield decrease for both the three months and nine months ended September 30, 2004 was a result of reduced loan activity and a lower yielding investment portfolio. While an increase in loans was noticed during the three months ended September 30, 2004, the absence of significant loan demand during the nine months ended September 30, 2004 was attributable to the economic environment in both the Company’s regional market and the national market. With decreased demand for loans, the Company invested in various securities that traditionally provide lower yields than loans, and because of the continued lower prevailing interest rates, proceeds from maturing securities were typically reinvested at lower yields than the maturing securities were earning.

Interest Rate Sensitivity

The interest rate sensitivity gap is the difference between the maturity or repricing opportunities of interest sensitive assets and interest sensitive liabilities for a given period of time. A prime objective of asset/liability management is to maximize net interest margin while maintaining a reasonable mix of interest sensitive assets and liabilities. The following table presents the Company’s interest rate sensitivity at September 30, 2004: