UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

BANCORPSOUTH, INC.

 

(Exact name of registrant as specified in its charter)

Mississippi		64-0659571
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Mississippi Plaza, 201 South Spring Street
Tupelo, Mississippi		38804
(Address of principal executive offices)		(Zip Code)

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

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

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):
Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ

As of July 31, 2007, the registrant had outstanding 82,157,468 shares of common stock, par value $2.50 per share.

 

 

BANCORPSOUTH, INC.
TABLE OF CONTENTS

						Page
PART I.		Financial Information
		ITEM 1.		Financial Statements
				Consolidated Balance Sheets June 30, 2007 (Unaudited) and December 31, 2006			3
				Consolidated Statements of Income (Unaudited) Three Months and Six Months Ended June 30, 2007 and 2006			4
				Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2007 and 2006			5
				Notes to Consolidated Financial Statements (Unaudited)			6
		ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
		ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk			28
		ITEM 4.		Controls and Procedures			29
PART II.		Other Information
		ITEM 1A.		Risk Factors			29
		ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds			29
		ITEM 4.		Submission of Matters to a Vote of Security Holders			30
		ITEM 6.		Exhibits			31
Exhibit 3(a)
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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 the Company’s net interest margin, payment of dividends, prepayment of Junior Subordinated Debt Securities, unrecognized tax benefits, effective tax rates, credit losses, valuation of mortgage servicing rights, operating results, key indicators of the Company’s financial performance (such as return on average assets and return on average shareholders’ equity), capital resources, liquidity needs and strategies, future acquisitions to further the Company’s business strategies, the effect of certain legal claims, the impact of federal and state regulatory requirements for capital, additional share repurchases under the Company’s stock repurchase program, diversification of the Company’s revenue stream, the impact of recent accounting pronouncements and the Company’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 as a result of a variety of factors. These factors include, but are not limited to, the ability of the Company to increase noninterest revenue and expand noninterest revenue business, the ability of the Company to fund growth with lower cost liabilities, the ability of the Company to maintain credit quality, the ability of the Company to provide and market competitive services and products, the ability of the Company to diversify revenue, the ability of the Company to attract, train and retain qualified personnel, the ability of the Company to operate and integrate new technology, changes in consumer preferences, changes in the Company’s operating or expansion strategy, changes in economic conditions and government fiscal and monetary policies, legislation and court decisions related to the amount of damages recoverable in legal proceedings, fluctuations in prevailing interest rates and the effectiveness of the Company’s interest rate hedging strategies, the ability of the Company to balance interest rate, credit, liquidity and capital risks, the ability of the Company to collect amounts due under loan agreements and attract deposits, laws and regulations affecting financial institutions in general, the ability of the Company to identify and effectively integrate potential acquisitions, the ability of the Company to manage its growth and effectively serve an expanding customer and market base, geographic concentrations of the Company’s assets and susceptibility to economic downturns in that area, availability of and costs associated with maintaining and/or obtaining adequate and timely sources of liquidity, the ability of the Company to compete with other financial services companies, the ability of the Company to repurchase its common stock on favorable terms, 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 the Company’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.

PART I.
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

BANCORPSOUTH, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

		June 30,				December 31,
		2007				2006
		(Unaudited)				(1)
		(Dollars in thousands, except per share amounts)
ASSETS
Cash and due from banks		$	301,899			$	444,033
Interest bearing deposits with other banks			13,143				7,418
Held-to-maturity securities, at amortized cost			1,785,468				1,723,420
Available-for-sale securities, at fair value			1,138,890				1,041,999
Federal funds sold and securities purchased under agreement to resell			22,895				145,957
Loans and leases			9,012,362				7,917,523
Less: Unearned income			46,082				46,052
Allowance for credit losses			109,328				98,834
Net loans			8,856,952				7,772,637
Loans held for sale			85,627				89,323
Premises and equipment, net			308,248				287,215
Accrued interest receivable			95,577				89,090
Goodwill			249,426				143,718
Other assets			350,968				295,711
TOTAL ASSETS		$	13,209,093			$	12,040,521
LIABILITIES
Deposits:
Demand: Noninterest bearing		$	1,756,652			$	1,817,223
Interest bearing			3,185,461				2,856,295
Savings			727,106				715,587
Other time			4,767,701				4,321,473
Total deposits			10,436,920				9,710,578
Federal funds purchased and securities sold under agreement to repurchase			746,182				672,438
Short-term Federal Home Loan Bank borrowings			400,000				200,000
Accrued interest payable			44,260				36,270
Junior subordinated debt securities			163,405				144,847
Long-term Federal Home Loan Bank borrowings			145,146				135,707
Other liabilities			132,900				114,096
TOTAL LIABILITIES			12,068,813				11,013,936
SHAREHOLDERS’ EQUITY
Common stock, $2.50 par value per share Authorized — 500,000,000 shares, Issued — 82,170,342 and 79,109,573 shares, respectively			205,426				197,774
Capital surplus			190,043				113,721
Accumulated other comprehensive loss			(26,270	)			(24,742	)
Retained earnings			771,081				739,832
TOTAL SHAREHOLDERS’ EQUITY			1,140,280				1,026,585
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	13,209,093			$	12,040,521

(1)		Derived from audited financial statements.

See accompanying notes to consolidated financial statements.

BANCORPSOUTH, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

		Six months ended
		June 30,
		2007				2006
		(In thousands)
Operating Activities:
Net income		$	69,458			$	73,244
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for credit losses			9,198				(274	)
Depreciation and amortization			13,745				12,282
Deferred taxes			1,173				(3,256	)
Amortization of intangibles			2,406				2,388
Amortization of debt securities premium and discount, net			3,670				7,005
Security gains, net			(17	)			(27	)
Net deferred loan origination expense			(4,093	)			(3,612	)
Incremental tax benefit from exercise of stock options			(670	)			—
Increase in interest receivable			(2,393	)			(4,847	)
Increase in interest payable			5,599				4,233
Realized gain on student loans sold			(2,158	)			(2,477	)
Proceeds from student loans sold			80,593				92,561
Origination of student loans held for sale			(46,240	)			(54,956	)
Realized gain on mortgages sold			(5,162	)			(3,128	)
Proceeds from mortgages sold			407,978				260,648
Origination of mortgages held for sale			(421,911	)			(269,635	)
Increase in bank-owned life insurance			(3,406	)			(3,045	)
Other, net			(27,681	)			(14,899	)
Net cash provided by operating activities			80,089				92,205
Investing activities:
Proceeds from calls and maturities of held-to-maturity securities			79,043				241,024
Proceeds from calls and maturties of available-for-sale securities			302,399				177,541
Proceeds from sales of available-for-sale and trading securities			—				250
Purchases of held-to-maturity securities			(141,788	)			(521,339	)
Purchases of available-for-sale securities			(388,836	)			(103,476	)
Net decrease in short-term investments			125,871				305,350
Net increase in loans and leases			(322,640	)			(202,804	)
Purchases of premises and equipment			(15,030	)			(30,244	)
Proceeds from sale of premises and equipment			667				467
Net cash paid for acquisitions			(59,862	)			(3,688	)
Other, net			(1,243	)			2,268
Net cash used in investing activities			(421,419	)			(134,651	)
Financing activities:
Net increase (decrease) in deposits			123,927				(51,024	)
Net increase in short-term debt and other liabilities			129,386				100,106
Repayment of long-term debt			(9,561	)			(749	)
Issuance of common stock			4,339				4,009
Purchase of common stock			(10,846	)			(10,143	)
Incremental tax benefit from exercise of stock options			670				—
Payment of cash dividends			(32,994	)			(39,716	)
Net cash provided by financing activities			204,921				2,483
Decrease in cash and cash equivalents			(136,409	)			(39,963	)
Cash and cash equivalents at beginning of period			451,451				468,468
Cash and cash equivalents at end of period		$	315,042			$	428,505

See accompanying notes to consolidated financial statements.

BANCORPSOUTH, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

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

The accompanying unaudited interim consolidated financial statements of BancorpSouth, Inc. (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which the Company operates. For further information, refer to the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included and all such adjustments were of a normal recurring nature. The results of operations for the three-month and six-month periods ended June 30, 2007 are not necessarily indicative of the results to be expected for the full year. Certain 2006 amounts have been reclassified to conform with the 2007 presentation. Also, beginning March 1, 2007, the financial statements include the accounts of The Signature Bank. See Note 12, Business Combinations, for further information regarding The Signature Bank.

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries as of June 30, 2007, The Signature Bank (which merged with and into BancorpSouth Bank effective July 1, 2007), BancorpSouth Bank and Risk Advantage, Inc., and BancorpSouth Bank’s wholly-owned subsidiaries, Century Credit Life Insurance Company, Personal Finance Corporation of Tennessee, BancorpSouth Insurance Services, Inc., BancorpSouth Investment Services, Inc. and BancorpSouth Municipal Development Corporation.

NOTE 2 — LOANS AND LEASES

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

		June 30,								December 31,
		2007				2006				2006
						(In thousands)
Commercial and agricultural		$	1,250,113			$	946,720			$	968,915
Consumer and installment			391,075				392,225				388,212
Real estate mortgage:
One-to-four family			2,540,356				2,609,658				2,690,893
Other			4,275,168				3,302,585				3,514,598
Lease financing			292,752				322,643				312,313
Other			262,898				37,646				42,592
Total		$	9,012,362			$	7,611,477			$	7,917,523

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

		June 30,								December 31,
		2007				2006				2006
						(In thousands)
Non-accrual loans		$	9,135			$	6,391			$	6,603
Loans 90 days or more past due			13,706				15,819				15,282
Restructured loans			1,066				2,181				1,571
Total non-performing loans		$	23,907			$	24,391			$	23,456

NOTE 3 — ALLOWANCE FOR CREDIT LOSSES

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

		Six months ended								Year ended
		June 30,								December 31,
		2007				2006				2006
						(In thousands)
Balance at beginning of period		$	98,834			$	101,500			$	101,500
Provision charged to expense			9,198				(274	)			8,577
Recoveries			1,840				1,872				4,860
Loans and leases charged off			(6,682	)			(6,834	)			(16,103	)
Acquisition			6,138				—				—
Balance at end of period		$	109,328			$	96,264			$	98,834

NOTE 4 — SECURITIES

The following table summarizes information pertaining to temporarily impaired held-to-maturity and available-for-sale securities with continuous unrealized loss positions at June 30, 2007:

		Continuous Unrealized Loss Position
		Less Than 12 Months								12 Months or Longer								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		(In thousands)
Held-to-maturity securities:
U.S. Treasury		$	—			$	—			$	5,009			$	2			$	5,009			$	2
U.S. Government agencies			561,518				5,102				886,228				17,661				1,447,746				22,763
Obligations of states and political subdivisions			68,358				1,060				64,165				1,252				132,523				2,312
Total		$	629,876			$	6,162			$	955,402			$	18,915			$	1,585,278			$	25,077
Available-for-sale securities:
U.S. Government agencies		$	318,363			$	4,411			$	592,325			$	15,698			$	910,688			$	20,109
Obligations of states and political subdivisions			2,992				37				4,536				90				7,528				127
Other			7,920				80				—				—				7,920				80
Total		$	329,275			$	4,528			$	596,861			$	15,788			$	926,136			$	20,316

Based upon review of the credit quality of these securities, the ability and intent to hold these securities for a period of time sufficient for recovery of costs and the volatility of their market price, the impairments related to these securities were determined to be temporary.

NOTE 5 — PER SHARE DATA

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares of common stock outstanding. The computation of diluted earnings per share is based on the weighted average number of shares of common stock outstanding plus the shares resulting from the assumed exercise of all outstanding share-based awards 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:

		Three months ended June 30,
		2007												2006
		Income				Shares				Per Share				Income				Shares				Per Share
		(Numerator)				(Denominator)				Amount				(Numerator)				(Denominator)				Amount
		(In thousands, except per share amounts)
Basic EPS
Income available to common shareholders		$	35,881				82,170			$	0.44			$	35,499				79,147			$	0.45
Effect of dilutive share- based awards			—				365								—				388
Diluted EPS
Income available to common shareholders plus assumed exercise of all outstanding share-based awards		$	35,881				82,535			$	0.43			$	35,499				79,535			$	0.45

		Six months ended June 30,
		2007												2006
		Income				Shares				Per Share				Income				Shares				Per Share
		(Numerator)				(Denominator)				Amount				(Numerator)				(Denominator)				Amount
		(In thousands, except per share amounts)
Basic EPS
Income available to common shareholders		$	69,458				80,813			$	0.86			$	73,244				79,179			$	0.93
Effect of dilutive stock options			—				401								—				361
Diluted EPS
Income available to common shareholders plus assumed exercise		$	69,458				81,214			$	0.86			$	73,244				79,540			$	0.92

NOTE 6 — 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:

		Three months ended June 30,
		2007												2006
		Before				Tax				Net				Before				Tax				Net
		tax				(expense)				of tax				tax				(expense)				of tax
		amount				benefit				amount				amount				benefit				amount
		(In thousands)
Unrealized gains on available-for- sale securities:
Unrealized (losses) gains arising during holding period		$	(6,078	)		$	2,326			$	(3,752	)		$	(6,235	)		$	2,387			$	(3,848	)
Less: Reclassification adjustment for net (gains) losses realized in net income			(10	)			4				(6	)			(3	)			1				(2	)
Minimum pension liability			985				(377	)			608				—				—				—
Other comprehensive (loss) income		$	(5,103	)		$	1,953			$	(3,150	)		$	(6,238	)		$	2,388			$	(3,850	)
Net income											35,881												35,499
Comprehensive income										$	32,731											$	31,649

		Six months ended June 30,
		2007												2006
		Before				Tax				Net				Before				Tax				Net
		tax				(expense)				of tax				tax				(expense)				of tax
		amount				benefit				amount				amount				benefit				amount
		(In thousands)
Unrealized gains on available-for- sale securities:
Unrealized (losses) gains arising during holding period		$	(3,452	)		$	1,322			$	(2,130	)		$	(7,315	)		$	2,801			$	(4,514	)
Less: Reclassification adjustment for net (gains) losses realized in net income			(10	)			4				(6	)			(11	)			4				(7	)
Minimum pension liability			985				(377	)			608				—				—				—
Other comprehensive (loss) income		$	(2,477	)		$	949			$	(1,528	)		$	(7,326	)		$	2,805			$	(4,521	)
Net income											69,458												73,244
Comprehensive income										$	67,930											$	68,723

NOTE 7 — JUNIOR SUBORDINATED DEBT SECURITIES

In 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 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.

Pursuant to the merger with Business Holding Corporation on December 31, 2004, the Company assumed the liability for $6,186,000 in Junior Subordinated Debt Securities issued to Business Holding Company Trust I, a statutory trust. Business Holding Company Trust I used the proceeds from the issuance of 6,000 shares of trust preferred securities to acquire the Junior Subordinated Debt Securities. Both the Junior Subordinated Debt Securities and the trust preferred securities mature on April 7, 2034, and are callable at the option of the Company, in whole or in part, on any January 7, April 7, July 7, or October 7 on or after April 7, 2009. The Junior Subordinated Debt Securities and the trust preferred securities pay a per annum rate of interest, reset quarterly, equal to the three-month London Interbank Offered Rate (“LIBOR”) plus 2.80% from January 30, 2004 to April 7, 2009 and thereafter at LIBOR plus 2.85%.

Pursuant to the merger with Premier Bancorp, Inc. on December 31, 2004, the Company assumed the liability for $3,093,000 in Junior Subordinated Debt Securities issued to Premier Bancorp Capital Trust I, a statutory trust. Premier Bancorp Capital Trust I used the proceeds from the issuance of 3,000 shares of trust preferred securities to acquire the Junior Subordinated Debt Securities. Both the Junior Subordinated Debt Securities and the trust preferred securities mature on November 7, 2032, and are callable at the option of the Company, in whole or in part,

on any February 7, May 7, August 7 or November 7 on or after November 7, 2007. The Junior Subordinated Debt Securities and the trust preferred securities pay a per annum rate of interest, reset quarterly, equal to the three-month LIBOR plus 3.45%.

Pursuant to the merger with American State Bank Corporation on December 1, 2005, the Company assumed the liability for $6,702,000 in Junior Subordinated Debt Securities issued to American State Capital Trust I, a statutory trust. American State Capital Trust I used the proceeds from the issuance of 6,500 shares of trust preferred securities to acquire the Junior Subordinated Debt Securities. Both the Junior Subordinated Debt Securities and the trust preferred securities mature on April 7, 2034, and are callable at the option of the Company, in whole or in part, on any July 7, October 7, January 7 or April 7 on or after April 7, 2009. The Junior Subordinated Debt Securities and the trust preferred securities pay a per annum rate of interest, reset quarterly, equal to the three-month LIBOR plus 2.80%.

Pursuant to the merger with City Bancorp on March 1, 2007, the Company assumed the liability for $8,248,000 in Junior Subordinated Debt Securities issued to Signature Bancshares Preferred Trust I, a statutory trust. Signature Bancshares Preferred Trust I used the proceeds from the issuance of 8,000 shares of trust preferred securities to acquire the Junior Subordinated Debt Securities. Both the Junior Subordinated Debt Securities and the trust preferred securities mature on October 8, 2033, and are callable at the option of the Company, in whole or in part, on any January 8, April 8, July 8 or October 8 on or after October 8, 2008. The Junior Subordinated Debt Securities and the trust preferred securities pay a per annum rate of interest, reset quarterly, equal to the three-month LIBOR plus 3.00%.

Pursuant to the merger with City Bancorp on March 1, 2007, the Company also assumed the liability for $10,310,000 in Junior Subordinated Debt Securities issued to City Bancorp Preferred Trust I, a statutory trust. City Bancorp Preferred Trust I used the proceeds from the issuance of 10,000 shares of trust preferred securities to acquire the Junior Subordinated Debt Securities. Both the Junior Subordinated Debt Securities and the trust preferred securities mature on March 15, 2035, and are callable at the option of the Company, in whole or in part, on any March 15, June 15, September 15, or December 15 on or after March 15, 2010. The Junior Subordinated Debt Securities and the trust preferred securities pay a per annum rate of interest, reset quarterly, equal to the three-month LIBOR plus 2.2%.

NOTE 8 — GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by operating segment for the six months ended June 30, 2007 were as follows:

						General
		Community				Corporate
		Banking				and Other				Total
		(In thousands)
Balance as of December 31, 2006		$	105,083			$	38,635			$	143,718
Goodwill acquired during the period			105,708				—				105,708
Balance as of June 30, 2007		$	210,791			$	38,635			$	249,426

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

		As of								As of
		June 30, 2007								December 31, 2006
		Gross Carrying				Accumulated				Gross Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
		(In thousands)
Amortized intangible assets:
Core deposit intangibles		$	27,888			$	13,031			$	20,699			$	11,706
Customer relationship intangibles			23,164				11,490				23,164				10,412
Non-solicitation intangibles			65				61				65				57
Total		$	51,117			$	24,582			$	43,928			$	22,175
Unamortized intangible assets:
Trade names		$	688			$	—			$	688			$	—

		Three months ended								Six months ended
		June 30,								June 30,
		2007				2006				2007				2006
		(In thousands)
Aggregate amortization expense for:
Core deposit intangibles		$	811			$	557			$	1,325			$	1,139
Customer relationship intangibles			527				619				1,078				1,244
Non-solicitation intangibles			2				8				4				16
Total		$	1,340			$	1,184			$	2,407			$	2,399

The following table presents information regarding estimated amortization expense on the Company’s amortizable identifiable intangible assets for the year ended December 31, 2007 and the succeeding four years:

						Customer				Non-
		Core Deposit				Relationship				Solicitation
		Intangibles				Intangibles				Intangibles				Total
		(In thousands)
Estimated Amortization Expense:
For year ended December 31, 2007		$	2,791			$	2,048			$	8			$	4,847
For year ended December 31, 2008			2,513				1,782				—				4,295
For year ended December 31, 2009			2,236				1,555				—				3,791
For year ended December 31, 2010			1,835				1,360				—				3,195
For year ended December 31, 2011			1,544				1,194				—				2,738

NOTE 9 — PENSION BENEFITS

The following table presents the components of net periodic benefit costs for the periods indicated:

		Pension Benefits
		Three months ended								Six months ended
		June 30,								June 30,
		2007				2006				2007				2006
		(In thousands)
Service cost		$	2,179			$	1,743			$	3,917			$	3,486
Interest cost			1,624				1,328				3,066				2,656
Expected return on assets			(2,829	)			(1,500	)			(4,560	)			(3,000	)
Amortization of unrecognized transition amount			3				5				8				10
Recognized prior service cost			68				60				128				120
Recognized net loss			499				412				849				824
Net periodic benefit costs		$	1,544			$	2,048			$	3,408			$	4,096

NOTE 10 — RECENT PRONOUNCEMENTS

In February 2006, Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of Financial Accounting Standards Board (“FASB”) Statements No. 133 and 140,” was issued. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of SFAS No. 155 has had no material impact on the financial position or results of operations of the Company.

In September 2006, SFAS No. 157, “Fair Value Measurements,” was issued. SFAS No. 157 establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of SFAS No. 157 will have on the financial position of the Company.

In September, 2006, the Emerging Issues Task Force reached a final consensus on Issue No. 06-4 (“EITF 06-4”), “Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” EITF 06-4 requires employers to recognize a liability for future benefits provided through endorsement split-dollar life insurance arrangements that extend into postretirement periods in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” or APB Opinion No. 12, “Omnibus Opinion — 1967.” EITF 06-4 is effective for fiscal years beginning after December 15, 2007. Entities should recognize the effects of applying this Issue through either (a) a change in accounting principle through a cumulative-effect adjustment to retained earnings or to other components of equity or net assets in the statement of financial position as of the beginning of the year of adoption or (b) a change in accounting principle through retrospective application to all prior periods. The Company is currently evaluating the impact that the adoption of EITF 06-4 will have on the financial position of the Company.

In February, 2007, SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” was issued. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact that the adoption of SFAS No. 159 will have on the financial position of the Company.

NOTE 11 — ADOPTION OF FIN 48

The Company files income tax returns in the U.S. federal jurisdiction and various states jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for years before 2003. However, taxing authorities have the ability to review prior tax years to the extent of tax attributes carrying forward to the open tax years.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (“FIN 48”) on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized an approximate $355,000 increase in the liability for unrecognized tax benefits. The total balance of unrecognized tax benefits at January 1, 2007 was approximately $540,000. The Company does not expect that unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company recognizes accrued interest related to unrecognized tax benefits and penalties in other noninterest expense. The Company had recognized approximately $185,000 for the payment of interest accrued and penalties at January 1, 2007. The adoption of FIN 48 had no impact on the Company’s retained earnings.

NOTE 12 — BUSINESS COMBINATIONS

On March 1, 2007, City Bancorp, a bank holding company with approximately $850 million in assets headquartered in Springfield, Missouri, merged with and into the Company. As a result of the merger, City Bancorp’s subsidiary, The Signature Bank, became a subsidiary of the Company. Consideration paid to complete this transaction consisted of 3,279,484 shares of the Company’s common stock in addition to cash paid to City Bancorp’s shareholders in the aggregate amount of approximately $82.5 million. This transaction was accounted for as a purchase. This acquisition was not material to the financial position or results of operations of the Company. Effective July 1, 2007, The Signature Bank merged with and into BancorpSouth Bank.

NOTE 13 — 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 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 six-month periods ended June 30, 2007 and 2006 were as follows:

						General
		Community				Corporate
		Banking				and Other				Total
		(In thousands)
Three months ended June 30, 2007:
Results of Operations
Net interest revenue		$	97,330			$	9,328			$	106,658
Provision for credit losses			7,850				(7	)			7,843
Net interest revenue after provision for credit losses			89,480				9,335				98,815
Noninterest revenue			31,345				28,887				60,232
Noninterest expense			71,877				34,051				105,928
Income before income taxes			48,948				4,171				53,119
Income taxes			15,884				1,354				17,238
Net income		$	33,064			$	2,817			$	35,881
Selected Financial Information
Total assets (at end of period)		$	11,053,648			$	2,155,445			$	13,209,093
Depreciation and amortization			6,920				1,375				8,295
Three months ended June 30, 2006:
Results of Operations
Net interest revenue		$	88,274			$	8,947			$	97,221
Provision for credit losses			3,566				20				3,586
Net interest revenue after provision for credit losses			84,708				8,927				93,635
Noninterest revenue			28,505				25,095				53,600
Noninterest expense			66,485				31,859				98,344
Income before income taxes			46,728				2,163				48,891
Income taxes			12,800				592				13,392
Net income		$	33,928			$	1,571			$	35,499
Selected Financial Information
Total assets (at end of period)		$	9,847,381			$	1,984,864			$	11,832,245
Depreciation and amortization			5,990				1,314				7,304

						General
		Community				Corporate
		Banking				and Other				Total
						(In thousands)
Six months ended June 30, 2007:
Results of Operations
Net interest revenue		$	185,833			$	19,493			$	205,326
Provision for credit losses			9,193				5				9,198
Net interest revenue after provision for credit losses			176,640				19,488				196,128
Noninterest revenue			60,002				58,589				118,591
Noninterest expense			138,873				72,665				211,538
Income before income taxes			97,769				5,412				103,181
Income taxes			31,954				1,769				33,723
Net income		$	65,815			$	3,643			$	69,458
Selected Financial Information
Total assets (at end of period)		$	11,053,648			$	2,155,445			$	13,209,093
Depreciation and amortization			13,352				2,812				16,164
Six months ended June 30, 2006:
Results of Operations
Net interest revenue		$	175,215			$	17,935			$	193,150
Provision for credit losses			(294	)			20				(274	)
Net interest revenue after provision for credit losses			175,509				17,915				193,424
Noninterest revenue			53,144				53,226				106,370
Noninterest expense			127,583				66,769				194,352
Income before income taxes			101,070				4,372				105,442
Income taxes			30,863				1,335				32,198
Net income		$	70,207			$	3,037			$	73,244
Selected Financial Information
Total assets (at end of period)		$	9,847,381			$	1,984,864			$	11,832,245
Depreciation and amortization			12,082				2,636				14,718

NOTE 14 — MORTGAGE SERVICING RIGHTS

     The Company recognizes mortgage servicing rights (“MSRs”) based on the fair value of the servicing right on the date the corresponding mortgage loan is sold. In determining the fair value of the MSRs, the Company utilizes the expertise of an independent third party. An estimate of the fair value of the Company’s MSRs is determined by the independent third party utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand. This estimate and the assumptions used are reviewed by management. Because the valuation is determined by using discounted cash flow models, the primary risk inherent in valuing the MSRs is the impact of fluctuating interest rates on the estimated life of the servicing revenue stream. The use of different estimates or assumptions could also produce different fair values. The Company does not hedge the change in fair value of MSRs and, therefore, the Company is susceptible to significant fluctuations in the fair value of its MSRs in changing interest rate environments.

The Company has one class of mortgage servicing asset comprised of closed end loans for one-to-four family residences, secured by first liens. The following table presents the activity in this class for the periods indicated:

		2007				2006
		(In thousands)
Fair value as of January 1		$	35,286			$	36,456
Additions:
Origination of servicing assets			2,635				2,991
Changes in fair value:
Due to change in valuation inputs or assumptions used in the valuation model			(570	)			593
Other changes in fair value			(13	)			51
Fair value as of June 30		$	37,338			$	40,091

All of the changes to the fair value of the MSRs are recorded as part of mortgage lending noninterest revenue on the income statement. As part of mortgage lending noninterest revenue, the Company recorded contractual servicing fees of $2.02 million and $2.02 million and servicing fees and late and other ancillary fees of approximately $230,000 and approximately $234,000 for the second quarter ended June 30, 2007 and 2006, respectively. The Company recorded contractual servicing fees of $4.05 million and $4.03 million and servicing fees and ancillary fees of approximately $492,000 and approximately $481,000 for the six months ended June 30, 2007 and 2006, respectively.

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 $13.2 billion in assets headquartered in Tupelo, Mississippi. As of June 30, 2007, BancorpSouth Bank, a wholly-owned banking subsidiary, had commercial banking operations in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana and Florida. During the first quarter of 2007, the Company entered the Missouri market through a merger with City Bancorp, a bank holding company headquartered in Springfield, Missouri. City Bancorp’s subsidiary, The Signature Bank, operated as a subsidiary of the Company until July 1, 2007, at which time it merged with and into BancorpSouth Bank. BancorpSouth 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. Until its merger with and into BancorpSouth Bank, The Signature Bank separately provided commercial banking, mortgage origination and brokerage services to corporate customers, local governments, individuals and other financial institutions through branches and offices in Springfield and the St. Louis market, which are now provided through BancorpSouth Bank.

Management’s discussion and analysis provides a narrative discussion of the Company’s financial condition and results of operations. For a complete understanding of the following discussion, you should refer to the unaudited consolidated financial statements for the three-month and six-month periods ended June 30, 2007 and 2006 and the notes to such financial statements found under “Part I, Item 1. Financial Statements” of this report. This discussion and analysis is based on reported financial information. The information that follows is provided to enhance comparability of financial information between periods and to provide a better understanding of the Company’s operations.

As a financial holding company, the financial condition and operating results of the Company are heavily influenced by economic trends nationally and in the specific markets in which the Company’s subsidiaries provide financial services. Most of the revenue of the Company is derived from the operation of its banking subsidiaries. The financial condition and operating results of the banks are affected by the level and volatility of interest rates on loans, investment securities, deposits and other borrowed funds, and the impact of economic cycles 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 tables below summarize the Company’s net income, net income per share, return on average assets and return on average shareholders’ equity for the three months and six months ended June 30, 2007 and 2006. Management believes these amounts and ratios are key indicators of the Company’s financial performance.

		Three months ended
		June 30,
(Dollars in thousands, except per share amounts)		2007				2006				% Change
Net income		$	35,881			$	35,499				1.08	%
Net income per share: Basic		$	0.44			$	0.45				(2.22	)
Diluted		$	0.43			$	0.45				(4.44	)
Return on average assets (annualized)			1.11	%			1.21	%			(8.26	)
Return on average shareholders’ equity (annualized)			12.82	%			14.32	%			(10.47	)

		Six months ended
		June 30,
(Dollars in thousands, except per share amounts)		2007				2006				% Change
Net income		$	69,458			$	73,244				(5.17	)%
Net income per share: Basic		$	0.86			$	0.93				(7.53	)
Diluted		$	0.86			$	0.92				(6.52	)
Return on average assets (annualized)			1.11	%			1.26	%			(11.90	)
Return on average shareholders’ equity (annualized)			12.86	%			15.01	%			(14.32	)

Net income increased slightly for the three months ended June 30, 2007 compared to the three months ended June 30, 2006 and decreased for the six months ended June 30, 2007 compared to the six months ended June 30, 2007. The Company’s primary source of revenue, net interest revenue earned by its subsidiary banks, reflected continued positive trends for the three months and six months ended June 30, 2007 compared to the same periods in 2006. 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. The Company’s net interest revenue was positively impacted by increases in interest rates as well as the increased loan demand resulting from favorable economic activity throughout most of its banking subsidiaries’ markets and the Company’s continued focus on funding this growth with maturing investment securities and lower-cost liabilities. These factors combined to increase the Company’s net interest revenue to $106.66 million for the second quarter of 2007, a $9.44 million, or 9.71%, increase from $97.22 million for the second quarter of 2006, while net interest revenue increased to $205.33 million for the first six months of 2007, a $12.18 million, or 6.3%, increase from $193.15 million for the first six months of 2006. While the increase in net interest revenue during the second quarter and first six months of 2007 compared to the second quarter and first six months of 2006 positively impacted net income, the provision for credit losses increased in the second quarter and first six months of 2007 compared to the same periods in 2006, negatively impacting net income. The provision for credit losses was $7.84 million for the second quarter of 2007 compared to $3.59 million for the second quarter of 2006 and was $9.20 million for the first six months of 2007 compared to a negative provision for credit losses of approximately $274,000 for the first six months of 2006. The increase in the provision for credit losses for the second quarter of 2007 was primarily a result of the loan growth experienced during the second quarter of 2007. The increase in the provision for credit losses for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006 was primarily a result of the reduction in credit losses related to Hurricane Katrina in the first quarter of 2006. During the first quarter of 2006, the Company reduced its previous allowance for credit losses related to Hurricane Katrina by $4.77 million, as the impact of the hurricane on the Company’s customers had been less than originally estimated.

The Company has taken steps to diversify its revenue stream by increasing the amount of revenue received from mortgage lending operations, insurance agency activities, brokerage and securities activities and other activities that

generate fee income. Management believes this diversification is important to reduce the impact of fluctuations in net interest revenue on the overall operating results of the Company. This diversification strategy resulted in an overall increase in noninterest revenue of 12.37% for the second quarter 2007, compared to the same period in 2006 and an overall increase of 11.49% for the first six months of 2007 compared to the first six months of 2006. One of the primary contributors to the increase in noninterest revenue was insurance commissions, which increased 19.03% for the second quarter of 2007 compared to the same period in 2006 and 20.21% for the first six months of 2007 compared to the first six months of 2006. The Company’s mortgage lending revenue increased 47.42% during the second quarter of 2007 as compared to the second quarter of 2006 and 5.32% during the first six months in 2007 compared to the first six months in 2006. The increase in mortgage lending revenue for the second quarter and first six months of 2007 was primarily a result of a $1.23 million net increase in the fair value of the Company’s mortgage servicing asset during the second quarter of 2007 compared to an approximately $542,000 net increase in the fair value of the Company’s mortgage servicing asset during the second quarter of 2006.

Annualized net charge-offs decreased to 0.14% of average loans for the second quarter of 2007 from 0.18% of average loans for the second quarter of 2006 and to 0.11% of average loans for the first six months of 2007 compared to 0.13% of average loans for the first six months of 2006. Noninterest expense totaled $105.93 million for the second quarter of 2007 compared to $98.34 million for the second quarter of 2006, an increase of $7.58 million, or 7.71%. For the first six months of 2007 and 2006, noninterest expense totaled $211.54 million and $194.35 million, respectively, representing an increase of 8.84%. The increase in noninterest expense for the second quarter and first six months of 2007 resulted primarily from increased costs related to additional locations and facilities added since June 30, 2006, as well as costs related to the integration and operation of The Signature Bank, acquired by the Company on March 1, 2007. The major components of net income are discussed in more detail in the various sections that follow.

CRITICAL ACCOUNTING POLICIES

During the three months ended June 30, 2007, 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, 2006.

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 changes in the amount and composition of interest earning assets and interest bearing liabilities. The Company’s long-term objective is to manage interest earning assets and interest bearing 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 $109.14 million for the three months ended June 30, 2007, compared to $99.77 million for the same period in 2006, representing an increase of $9.37 million, or 9.39%. For the first six months of 2007 and 2006, net interest revenue was $210.32 million and $198.11 million, respectively, representing an increase of $12.21, million or 6.16%. The increase in net interest revenue for the second quarter and first six months of 2007 is primarily a result of the acquisition of The Signature Bank during the first quarter of 2007.

Interest revenue increased $35.10 million, or 20.66%, to $205.04 million for the three months ended June 30, 2007 from $169.94 million for the three months ended June 30, 2006. The increase in interest revenue for the three months ended June 30, 2007 is attributable to a $1.18 billion, or 11.04%, increase in average interest earning assets to $11.85 billion for the second quarter of 2007 from $10.67 billion for the second quarter of 2006 and an increase in the yield of those assets of 55 basis points to 6.94% for the second quarter of 2007 from 6.39% for the second

quarter of 2006. The acquisition of The Signature Bank during the first quarter of 2007 contributed $16.30 million of the increase in interest revenue for the second quarter of 2007 and $842.81 million of the increase in average interest earning assets for the second quarter of 2007 with those assets yielding 7.76%. For the first six months of 2007 and 2006, interest revenue was $394.69 million and $332.25 million, respectively, representing an increase of 18.79% with the acquisition of The Signature Bank contributing $21.64 million of that increase.

Interest expense increased $25.74 million, or 36.68%, to $95.90 million for the three months ended June 30, 2007 from $70.16 million for the three months ended June 30, 2006. This increase in interest expense is attributable to a larger amount of interest bearing liabilities and a higher average rate paid on those liabilities for the three months ended June 30, 2007 as compared to the three months ended June 30, 2006. Average interest bearing liabilities increased $1.08 billion, or 12.17%, to $9.96 billion for the second quarter of 2007 from $8.88 billion for the second quarter of 2006. The average rate paid on those liabilities also increased 69 basis points to 3.86% for the second quarter of 2007 from 3.17% for the second quarter of 2006. The acquisition of The Signature Bank during the first quarter of 2007 contributed $6.89 million of the increase in interest expense and $724.86 million of the increase in average interest bearing liabilities with the average rate paid on those liabilities totaling 3.81%.

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 (earning asset yield) 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, or free funding, such as noninterest bearing demand deposits and shareholders’ equity.

Net interest margin for the second quarter of 2007 and 2006 was 3.69% and 3.75%, respectively, representing a decrease of 6 basis points. Net interest margin for the six months ended June 30, 2007 and 2006 was 3.68% and 3.74%, respectively, representing a decrease of 6 basis points. Net interest rate spread for the second quarter of 2007 was 3.08%, a decrease of 14 basis points from 3.22% for the same period of 2006. Net interest rate spread for the first six months of 2007 and 2006 was 3.06% and 3.23%, respectively, representing a decrease of 17 basis points. The decrease in the net interest rate spread for the second quarter of 2007 as compared to the same period of 2006 was primarily a result of the larger increase in the average rate paid on interest bearing liabilities, from 3.17% for the second quarter of 2006 to 3.86% for the second quarter of 2007, than the increase in the average rate earned on interest earning assets from 6.39% for the second quarter of 2006 to 6.94% for the second quarter of 2007. The decrease in the net interest rate spread for the second quarter of 2007 was partially offset by the interest rate spread contributed by The Signature Bank which was 3.95%. The decrease in the net interest rate spread for the first six months of 2007 as compared to the same period of 2006 was also primarily a result of the larger increase in the average rate paid on interest bearing liabilities, from 3.04% for the first six months of 2006 to 3.84% for the first six months of 2007, than the increase in the average rate earned on interest earning assets from 6.27% for the first six months of 2007 to 6.90% for the first six months of 2007. While the average rate paid on interest bearing liabilities increased at a larger rate than the average rate earned on interest earning assets, the earning asset yield increase for the second quarter of 2007 was a result of favorable economic activity throughout most of the Company’s subsidiary banks’ markets, resulting in stronger loan demand. The Company has also invested funds from maturing securities in higher rate loans or new higher rate short- and intermediate-term investments. The acquisition of The Signature Bank during the first quarter of 2007 also partially offset the decrease in the net interest rate spread for the six months ended 2007 as compared to the six months ended 2006 as The Signature Bank’s net interest rate spread since acquisition was 3.78%.

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 the Company’s 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 June 30, 2007:

		Interest Rate Sensitivity - Maturing or Repricing Opportunities
						91 Days				Over One
		0 to 90				to				Year to				Over
		Days				One Year				Five Years				Five Years
						(In thousands)
Interest earning assets:
Interest bearing deposits with banks		$	13,143			$	—			$	—			$	—
Federal funds sold and securities purchased under agreement to resell			22,895				—				—				—
Held-to-maturity securities			61,658				196,058				1,136,193				391,559
Available-for-sale and trading securities			153,968				170,622				437,965				376,335
Loans and leases, net of unearned income			4,376,115				1,691,182				2,742,106				156,877
Loans held for sale			85,627				—				—				—
Total interest earning assets			4,713,406				2,057,862				4,316,264				924,771
Interest bearing liabilities:
Interest bearing demand deposits and savings			3,904,077				8,490				—				—
Other time deposits			1,383,994				2,378,205				1,004,547				955
Federal funds purchased and securities sold under agreement to repurchase and other short-term FHLB borrowings			1,146,182				—				—				—
Long-term FHLB borrowings and junior subordinated debt securities			324				52,566				12,255				243,406
Other			32				101				78				57
Total interest bearing liabilities			6,434,609				2,439,362				1,016,880				244,418
Interest rate sensitivity gap		$	(1,721,203	)		$	(381,500	)		$	3,299,384			$	680,353
Cumulative interest sensitivity gap		$	(1,721,203	)		$	(2,102,703	)		$	1,196,681			$	1,877,034