bxs10k1211.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K
                     (Mark One)
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
 
OR
 
 [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________

Commission file number  1-12991
 
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
 
Securities registered pursuant to Section 12(b) of the Act:
 
         
Title of Each Class
    
Name of Each Exchange on
Which Registered
  
         
Common Stock, $2.50 par value
     Guarantee of 8.15% Preferred Securities
of BancorpSouth Capital Trust I
    
New York Stock Exchange
New York Stock Exchange
  
 
                               
 Securities registered pursuant to Section 12(g) of the Act:  None.

 
(Cover Page Continued on Next Page)

 
 
 
(Continued from Cover Page)
        Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [X]  No [  ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]  No [X]

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 [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):  Large Accelerated Filer [X]  Accelerated Filer [  ]  Non-Accelerated Filer [  ]  Smaller Reporting Company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [  ]   No [X]
 
 
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2011 was approximately $979,000,000, based on the last reported sale price per share of the registrant’s common stock as reported on the New York Stock Exchange on June 30, 2011.

As of February 15, 2012, the registrant had outstanding 94,436,177 shares of common stock, par value $2.50 per share.

                                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement used in connection with the regis­trant's 2012 Annual Meeting of Shareholders, to be held April 25, 2012, are incorporated by reference into Part III of this Report.

 
2
 

            BANCORPSOUTH, INC.
            FORM 10-K
              For the Fiscal Year Ended December 31, 2011

           TABLE OF CONTENTS
 

PART I
      
       
Item
1.
Business
4
Item
1A.
Risk Factors
12
Item
1B.
Unresolved Staff Comments
21
Item
2.
Properties
22
Item
3.
Legal Proceedings
22
       
       
PART II
      
       
Item
5.
Market for the Registrant's Common Equity, Related Stockholder Matter, and Issuer Purchases of Equity Securities
23
Item
6.
Selected Financial Data
24
Item
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
24
Item
7A.
Quantitative and Qualitative Disclosures About Market Risk
66
Item
8.
Financial Statements and Supplementary Data
68
Item
9.
Changes in Disagreements with Accountants on Accounting and Financial Disclosure
126
Item
9A.
Controls and Procedures
127
Item
9B.
Other Information
127
       
       
PART III
      
       
Item
10.
Directors, Executive Officers and Corporate Governance
127
Item
11.
Executive Compensation
129
Item
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
129
Item
13.
Certain Relationships, Related Transactions and Director Independence
129
Item
14.
Principal Accountant Fees and Services
130
       
       
PART IV
      
       
Item
15.
Exhibits and Financial Statement Schedules
130

 
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PART I

ITEM 1.  BUSINESS.

GENERAL

BancorpSouth, Inc. (the “Company”) is a financial holding company incorporated in 1982.  Through its principal bank subsidiary, BancorpSouth Bank (the “Bank”), the Company conducts commercial banking and financial services operations in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Florida, Missouri and Illinois.  At December 31, 2011, the Company and its subsidiaries had total assets of $13.0 billion and total deposits of $11.0 billion.  The Company’s principal office is located at One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804 and its telephone number is (662) 680-2000.
The Company’s Internet website address is www.bancorpsouth.com.  The Company makes available its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports free of charge on its website on the Investor Relations webpage under the caption “SEC Filings” as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).  The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file or furnish information electronically with the SEC at www.sec.gov.  The Company’s website and the information contained therein or linked thereto are not intended to be incorporated into this Annual Report on Form 10-K (this “Report”).

DESCRIPTION OF BUSINESS

The Bank has its principal office in Tupelo, Lee County, Mississippi, and conducts a general commercial banking, trust and insurance business through 289 offices in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Florida, Missouri and Illinois. The Bank has grown through the acquisition of other banks and insurance agencies and through the opening of new branches and offices.
The Bank and its subsidiaries provide a range of financial services to individuals and small-to-medium size businesses. The Bank operates investment services and insurance agency subsidiaries which engage in investment brokerage services and sales of other insurance products.  The Bank’s trust department offers a variety of services including personal trust and estate services, certain employee benefit accounts and plans, including individual retirement accounts, and limited corporate trust functions.  All of the Company’s assets are located in the United States and all of its revenues generated from external customers originate within the United States.
The Company has registered the trademarks “BancorpSouth,” both typed form and design, and “Bank of Mississippi,” both typed form and design, with the U.S. Patent and Trademark Office.  The trademark “BancorpSouth” will expire in 2024 and “Bank of Mississippi” will expire in 2020 unless the Company extends these trademarks for additional ten-year periods.  Registrations of these trademarks with the U.S. Patent and Trademark Office generally may be renewed and continue indefinitely, provided that the Company continues to use these trademarks and files appropriate maintenance and renewal documentation with the U.S. Patent and Trademark Office at times required by the federal trademark laws and regulations.

COMPETITION

Vigorous competition exists in all major areas where the Bank is engaged in business. The Bank competes for available loans and depository accounts with state and national commercial banks, as well as savings and loan associations, insurance companies, credit unions, money market mutual funds, automobile finance companies and finan­cial services companies.  None of these competitors is dominant in the entire area served by the Bank.
The principal areas of competition in the banking industry center on a financial institution's ability and willingness to provide credit on a timely and competitively priced basis, to offer a sufficient range of deposit and investment opportunities at competitive prices and maturities, and to offer personal and other services of sufficient quality and at competitive prices.  Management believes that the Company and its subsidiaries can compete effectively in all these areas.


 
4
 
REGULATION AND SUPERVISION

This section provides a brief summary of the regulatory environment in which the Company and its subsidiaries operate and is not designed to be a complete discussion of all statutes and regulations affecting such operations, including those statutes and regulations specifically mentioned herein.  Changes in applicable laws, and their application by regulatory and law enforcement agencies, cannot necessarily be predicted, but could have a material effect on the business and results of the Company and its subsidiaries.
The Company is subject to regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).  The Company is required to file annual reports with the Federal Reserve and such other information as the Federal Reserve may require.  The Federal Reserve may also conduct examinations of the Company.
In 2004, pursuant to the Gramm-Leach-Bliley Act of 1999 (“GLBA”), the Company elected to be a financial holding company regulated as such under the Bank Holding Company Act of 1956 (the “Bank Holding Company Act”). Financial holding company powers relate to financial activities that are determined by the Federal Reserve to be financial in nature, incidental to an activity that is financial in nature or complementary to a financial activity (provided that the complementary activity does not pose a safety and soundness risk).  GLBA expressly characterizes certain activities as financial in nature, including lending activities, underwriting and selling insurance, providing financial or investment advice, securities underwriting, dealing and making markets in securities and merchant banking. According to Federal Reserve policy and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), a financial holding company must act as a source of financial strength to its subsidiary banks and commit resources to support each such subsidiary.  This support may be required at times when a financial holding company may not be able to provide such support.
The Bank is incorporated under the laws of the State of Mississippi and is subject to the applicable provisions of Mississippi banking laws and the laws of various states in which it operates, as well as federal law.  The Bank is subject to the supervision of the Mississippi Department of Banking and Consumer Finance and to regular examinations by that department.  Deposits in the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) and, therefore, the Bank is subject to the provisions of the Federal Deposit Insurance Act and to examination by the FDIC.  FDIC regulations require that management report annually on its responsibility for preparing its institution’s financial statements, and establishing and maintaining an internal control structure and procedures for financial reporting and compliance with designated laws and regulations concerning safety and soundness.  The Bank is not a member of the Federal Reserve.
The Company and the Bank are subject to the provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”). Among other things, FDICIA provides a framework for a system of supervisory actions based primarily on the capital levels of financial institutions. FDICIA identifies five capital categories for insured depository institutions (“well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized”) and requires the respective federal regulatory agencies to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements within such categories. Capital is measured in two “Tiers” – Tier I capital consists of common shareholders’ equity and qualifying non-cumulative perpetual preferred stock, less goodwill and certain other intangible assets, and Tier II capital consists of general allowance for losses on loans and leases, “hybrid” debt capital instruments and all or a portion of other subordinated capital debt, depending upon the remaining term to maturity. Total capital is the sum of Tier I and Tier II capital. For an insured financial institution to be classified as “well capitalized,” the Tier I capital, total capital and Tier I leverage capital (Tier I capital divided by the difference of total assets less goodwill) ratios must be at least 6%, 10% and 5%, respectively. The Bank exceeded the criteria for the “well capitalized” category at December 31, 2011. The Company is required to comply with the risk-based capital guidelines established by the Federal Reserve and with other tests relating to capital adequacy that the Federal Reserve adopts from time to time.  See Note 21 to the Company’s Consolidated Financial Statements included in this Report for a discussion of the Company’s capital amounts and ratios.
In September 2010, the oversight body of the Basel Committee announced a package of reforms, commonly referred to as Basel III, that will increase existing capital requirements substantially over the next four years as well as add liquidity requirements for banks. These reforms were endorsed by the G20 at the summit held in Seoul, South Korea in November 2010. The short-term and long-term impact of the new Basel III capital standards and the forthcoming new capital rules to be proposed for United States banks is uncertain. As a result of the recent deterioration in the global credit markets and the potential impact of increased liquidity risk and interest rate risk, it is unclear what the short-term impact of the implementation of Basel III may be or what impact an
 
 
5
 
alternative approach for United States banks may have on the cost and availability of different types of credit and the potential compliance costs of implementing the new capital standards.
FDICIA provides for a risk-based deposit insurance premium structure for insured financial institutions.  The FDIC generally provides deposit insurance up to $250,000 per customer per institution for depository accounts held at insured financial institutions. Substantially all of the deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. The FDIC utilizes a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank’s capital level and supervisory rating.  Effective as of the second quarter of 2011, the FDIC bases the deposit insurance assessment on a redefined assessment base and a new scorecard method to calculate the assessment rate.  As a result of the Dodd-Frank Act, institutions with total consolidated assets of $10 billion or more are now required to bear a greater portion of the costs associated with increasing the DIF’s reserve ratio.
The Dodd-Frank Act established a new, independent Consumer Financial Protection Bureau tasked with protecting consumers from unfair, deceptive and abusive financial products and practices. The Dodd-Frank Act also created the Financial Stability Oversight Council to focus on identifying, monitoring and addressing systemic risks in the financial system. The Financial Stability Oversight Council is tasked with recommending increasingly strict rules for capital, leverage and other requirements based on a company’s size and complexity. The Dodd-Frank Act required the implementation of the “Volcker Rule” for banks and bank holding companies, which prohibits, with certain limited exceptions, proprietary trading and investment in and sponsorship of hedge funds and private equity funds, and generally otherwise limits the relationships with such funds. The Dodd-Frank Act also includes provisions that, among other things, reorganize bank supervision and strengthen the Federal Reserve.
The Dodd-Frank Act eliminated many of the remaining regulations that limited the ability of a bank to open branches in different states.  The Dodd-Frank Act included savings associations and industrial loan companies, as well as banks, in the nationwide deposit limitation. Consequently, no acquisition of any financial institution can be approved if the effect of the acquisition would be to increase the acquirer’s nationwide deposits to more than 10% of all deposits. In addition, the Dodd-Frank Act requires fees charged for debit card transactions, commonly referred to as interchange fees, to be both “reasonable and proportional” to the cost incurred by the card issuer (the "Durbin Amendment").
On June 29, 2011, the Federal Reserve released its final rule implementing the Durbin Amendment. The final rule set a base interchange rate of $0.21 per transaction, plus an additional five basis points of the transaction cost for fraud charges. The Federal Reserve also approved an interim final rule that allows for an upward adjustment of no more than $0.01 on the debit interchange fee for implementing certain fraud prevention standards. Additionally, the Federal Reserve adopted requirements that issuers include two unaffiliated networks for routing debit transactions, one that is signature-based and one that is personal identification number based.  The effective date for the final and interim final rules of the Durbin Amendment was October 1, 2011.  
Further, the Dodd-Frank Act provided that the appropriate federal regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or other “covered financial institution” that provides an insider or other employee with “excessive compensation” or could lead to a material financial loss to such firm. Prior to the implementation of the Dodd-Frank Act, the bank regulatory agencies promulgated the Interagency Guidance on Sound Incentive Compensation Policies, which requires financial institutions to establish metrics for measuring the impact of activities to achieve incentive compensation with the related risk to the financial institution of such behavior.
The Company is a legal entity that is separate and distinct from its subsidiaries.  There are various legal limitations on the extent to which the Bank may extend credit, pay dividends or otherwise supply funds to the Company or its affiliates.  In particular, the Bank is subject to certain restrictions imposed by federal law, including without limitation, sections 23A and 23B of the Federal Reserve Act, on any extensions of credit to the Company or, with certain exceptions, other affiliates.
The primary source of funds for dividends paid to the Company’s shareholders has been dividends paid to the Company by the Bank.  Various federal and state laws limit the amount of dividends that the Bank may pay to the Company without regulatory approval.  Under Mississippi law, the Bank must obtain approval of the Commissioner of the Mississippi Department of Banking and Consumer Finance prior to paying any dividend on the Bank’s common stock.  Under FDICIA, the Bank may not pay any dividends if, after paying the dividend, it would be undercapitalized under applicable capital requirements.  The FDIC also has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends.  In 2011, the Bank’s board of directors
 
 
6
 
adopted a resolution requested by the FDIC and the Mississippi Department of Banking and Consumer Finance that, among other things, limits the declaration and payment of dividends in and requires maintenance of enhanced capital ratios.
In addition, the Federal Reserve has the authority to prohibit the payment of dividends by a bank holding company if its actions constitute unsafe or unsound practices. The Federal Reserve has issued a policy statement, Supervisory Release 09-4 (“SR 09-4”), on the payment of cash dividends by bank holding companies, which outlines the Federal Reserve’s view that a bank holding company that is experiencing earnings weaknesses or other financial pressures should not pay cash dividends that exceed its net income, that are inconsistent with its capital position or that could only be funded in ways that weaken its financial health, such as by borrowing or selling assets.  The Federal Reserve has indicated that, in some instances, it may be appropriate for a bank holding company to eliminate its dividends. Further, in the current financial and economic environment, the Federal Reserve has indicated that bank and financial holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.  In 2011, the board of directors of the Company adopted a resolution requested by the Federal Reserve Bank that, among other things, requires that the Company obtain prior written approval of the Federal Reserve Bank before taking a number of actions, including declaring and paying dividends to the Company’s shareholders, making distributions in connection with outstanding trust preferred securities and redeeming outstanding equity securities.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 prohibits a financial holding company, following an interstate acquisition, from controlling more than 10% of the nation’s total amount of bank deposits or 30% of bank deposits in the relevant state.  States retain the ability to adopt legislation to effectively raise or lower the 30% limit.
The Community Reinvestment Act of 1977 (“CRA”) and its implementing regulations provide an incentive for regulated financial institutions to meet the credit needs of their local community or communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of such financial institutions.  The regulations provide that the appropriate regulatory authority will assess reports under CRA in connection with applications for establishment of domestic branches, acquisitions of banks or mergers involving financial holding companies.  An unsatisfactory rating under CRA may serve as a basis to deny an application to acquire or establish a new bank, to establish a new branch or to expand banking services.  As of December 31, 2011, the Company had a “satisfactory” rating under CRA.
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as extended and revised by the PATRIOT Improvement and Reauthorization Act of 2005 (the “USA Patriot Act”), requires each financial institution to: (i) establish an anti-money laundering program; (ii) establish due diligence policies, procedures and controls with respect to its private banking accounts and correspondent banking accounts involving foreign individuals and certain foreign financial institutions; and (iii) avoid establishing, maintaining, administering or managing correspondent accounts in the United States for, or on behalf of, foreign financial institutions that do not have a physical presence in any country.  The USA Patriot Act also requires that financial institutions follow certain minimum standards to verify the identity of customers, both foreign and domestic, when a customer opens an account.  In addition, the USA Patriot Act contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities.
The activities of the Company and its subsidiaries are also subject to regulation under various federal laws and regulations thereunder, including the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Electronic Funds Transfer Act, the Currency and Foreign Transactions Reporting Act, the National Flood Insurance Act of 1968 and the Real Estate Settlement Procedures Act, among others, as well as various state laws.
GLBA and other federal and state laws, as well as the various guidelines adopted by the Federal Reserve and the FDIC, provide for minimum standards of privacy to protect the confidentiality of the non-public personal information of customers and to regulate the use of such information by financial institutions.  The Company and its subsidiaries have adopted a customer information security program to comply with these regulatory requirements.
The Bank’s insurance subsidiaries are regulated by the insurance regulatory authorities and applicable laws and regulations of the states in which they operate.
The Bank’s investment services subsidiary is regulated as a registered investment adviser and broker-dealer by federal and/or state securities regulations and self-regulatory authorities.
 
 
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The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, the Sarbanes-Oxley Act established: (i) requirements for audit committees, including independence, expertise and responsibilities; (ii) certification and related responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) standards for auditors and regulation of audits; (iv) disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) civil and criminal penalties for violation of the securities laws.
In addition, there have been a number of legislative and regulatory proposals that could have an impact on the operation of financial holding companies and their bank and non-bank subsidiaries.  Management is not able to predict whether or in what form these proposals may be adopted in the future and, if adopted, what their effect will be on the Company and its subsidiaries.

LENDING ACTIVITIES

The Bank’s lending activities include both commercial and consumer loans.  Loan originations are derived from a number of sources including direct solicitation by the Bank’s loan officers, existing depositors and borrowers, builders, attorneys, walk-in customers and, in some instances, other lenders, real estate broker referrals and mortgage loan companies.  The Bank has established systematic procedures for approving and monitoring loans that vary depending on the size and nature of the loan, and applies these procedures in a disciplined manner.

Commercial Lending
The Bank offers a variety of commercial loan services including term loans, lines of credit, equipment and receivable financing and agricultural loans.  A broad range of short-to-medium term commercial loans, both secured and unsecured, are made available to businesses for working capital (including inventory and receivables), business expansion (including acquisition and development of real estate and improvements), and the purchase of equipment and machinery.  The Bank also makes construction loans to real estate developers for the acquisition, development and construction of residential subdivisions.
Commercial loans are granted based on the borrower’s ability to generate cash flow to support its debt obligations and other cash related expenses.  A borrower’s ability to repay commercial loans is substantially dependent on the success of the business itself and on the quality of its management.  As a general practice, the Bank takes as collateral a security interest in any available real estate, equipment, inventory, receivables or other personal property, although such loans may also be made infrequently on an unsecured basis.  In many instances, the Bank requires personal guarantees of its commercial loans to provide additional credit support.
The Bank has had very little exposure as an agricultural lender.  Crop production loans have been either fully supported by the collateral and financial strength of the borrower, or a 90% loan guaranty has been obtained through the Farm Service Agency on such loans.

Residential Consumer Lending
A portion of the Bank’s lending activities consists of the origination of fixed and adjustable rate residential mortgage loans secured by owner-occupied property located in the Bank’s primary market areas.  Home mortgage lending is unique in that a broad geographic territory may be served by originators working from strategically placed offices either within the Bank’s traditional banking facilities or from other locations.  In addition, the Bank offers construction loans, second mortgage loans and home equity lines of credit.
The Bank finances the construction of individual, owner-occupied houses on the basis of written underwriting and construction loan management guidelines.  First mortgage construction loans are made to qualified individual borrowers and are generally supported by a take-out commitment from a permanent lender.  The Bank makes residential construction loans to individuals who intend to erect owner-occupied housing on a purchased parcel of real estate.  The construction phase of these loans has certain risks, including the viability of the contractor, the contractor’s ability to complete the project and changes in interest rates.
In most cases, the Bank sells its mortgage loans with terms of 15 years or more in the secondary market and either retains or releases the right to service those loans.  The sale of mortgage loans to the secondary market allows the Bank to manage the interest rate risks related to such lending operations.  Generally, after the sale of a loan with servicing retained, the Bank’s only involvement is to act as a servicing agent.  In certain cases, the Bank
 
 
8
 
may be required to repurchase mortgage loans upon which customers have defaulted that were previously sold in the secondary market if these loans did not meet the underwriting standards of the entity that purchased the loans.  Any such loans are held by the Bank in its mortgage loan portfolio.
  
Non-Residential Consumer Lending
Non-residential consumer loans made by the Bank include loans for automobiles, recreation vehicles, boats, personal (secured and unsecured) and deposit account secured loans.  Non-residential consumer loans are attractive to the Bank because they typically have a shorter term and carry higher interest rates than those charged on other types of loans.
The Bank also issues credit cards solicited on the basis of applications received through referrals from the Bank’s branches and other marketing efforts.  The Bank generally has a small portfolio of credit card receivables outstanding.  Credit card lines are underwritten using conservative credit criteria, including past credit history and debt-to-income ratios, similar to the credit policies applicable to other personal consumer loans.
The Bank grants consumer loans based on employment and financial information solicited from prospective borrowers as well as credit records collected from various reporting agencies.  Financial stability and credit history of the borrower are the primary factors the Bank considers in granting such loans.  The availability of collateral is also a factor considered in making such loans. The geographic area of the borrower is another consideration, with preference given to borrowers in the Bank’s primary market areas.

OTHER FINANCIAL SERVICES

The Bank’s insurance service subsidiary serves as an agent in the sale of title insurance, commercial lines of insurance and a full line of property and casualty, life, health and employee benefits products and services and operates in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Missouri and Illinois.
The Bank’s investment services subsidiary provides brokerage, investment advisory and asset management services and operates in certain communities in Mississippi, Tennessee, Alabama, Arkansas, Louisiana, Texas, Florida and Missouri.
See Note 22 to the Company’s Consolidated Financial Statements included elsewhere in this Report for financial information about each segment of the Company, as defined by U.S. generally accepted accounting principles (“U.S. GAAP”).

ASSET QUALITY

Management seeks to maintain a high quality of assets through conservative underwriting and sound lending practices.  Management intends to follow this policy even though it may result in foregoing the funding of higher yielding loans.  Management believes that the Bank has adequate underwriting and loan administration policies in place and personnel to manage the associated risks prudently.
In an effort to maintain the quality of the loan portfolio, management seeks to limit high risk loans.  These loans include loans to provide initial equity and working capital to new businesses with no other capital strength, loans secured by unregistered stock, loans for speculative transactions in stock, land or commodity markets, loans to borrowers or the taking of collateral outside the Bank’s primary market areas, loans dependent on secondary liens as primary collateral and non-recourse loans.  To the extent risks are identified, additional precautions are taken in order to reduce the Bank’s risk of loss.  Commercial loans entail certain additional risks because they usually involve large loan balances to single borrowers or a related group of borrowers, resulting in a more concentrated loan portfolio.  Further, because payment of these loans is usually dependent upon the successful operation of the commercial enterprise, the risk of loss with respect to these loans may increase in the event of adverse conditions in the economy.
The Board of Directors of the Bank focuses much of its efforts and resources, and that of the Bank’s management and lending officials, on loan underwriting and credit quality monitoring policies and practices.  Loan status and monitoring is handled through the Bank’s loan administration department.  Also, an independent loan review department of the Bank is responsible for reviewing the credit rating and classification of individual credits and assessing trends in the portfolio, adherence to internal credit policies and procedures and other factors that may affect the overall adequacy of the allowance for credit losses.  Weak financial performance is identified and monitored using past due reporting, the internal loan rating system, loan review reports, the various loan committee functions and periodic asset quality rating committee meetings.  Senior loan officers have established a review
 
9
 
process with the objective of identifying, evaluating and initiating necessary corrective action for problem loans.  The results of loan reviews are reported to the Audit Committee of both the Company’s and the Bank’s Board of Directors.  This process is an integral element of the Bank’s loan program.  Nonetheless, management maintains a cautious outlook in anticipating the potential effects of uncertain economic conditions (both locally and nationally) and the possibility of more stringent regulatory standards.

RECENT ACQUISITIONS

The Company completed no acquisitions during 2011.

EMPLOYEES

At December 31, 2011, the Company and its subsidiaries had approximately 4,244 full-time equivalent employees. The Company and its subsidiaries are not a party to any collective bargaining agreements and employee relations are considered to be good.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name
  
Offices Held
  
Age
         
Aubrey B. Patterson
 
 
 
  
Chairman of the Board of
Directors and Chief
Executive Officer
of the Company and the Bank;
Director of the Company
  
69
         
James V. Kelley
  
President and Chief Operating Officer
of the Company and the Bank;
Director of the Company
  
62
         
William L. Prater
  
Treasurer and Chief Financial
Officer of the Company; Executive
Vice President, Chief Financial
Officer and Cashier of the Bank
  
51
         
Larry Bateman
  
Executive Vice President of the Company
and Vice Chairman of the Bank
  
62
         
W. James Threadgill, Jr.
  
Executive Vice President of the
Company and Vice Chairman of
the Bank
  
57
         
Gordon Lewis
  
Executive Vice President of the Company
and Vice Chairman of the Bank
  
62

 


 
10
 
 
         
James Ronald Hodges
  
Executive Vice President of the
Company and Vice Chairman and
Chief Lending Officer of the Bank
  
59
         
Cathy S. Freeman
  
Executive Vice President and
Corporate Secretary of the Company
and the Bank
  
46
         
Gary C. Bonds
  
Senior Vice President and Principal
Accounting Officer of the Company
and Executive Vice President and
Controller of the Bank
  
64
         
Carol Waddle
  
Executive Vice President of the Company
and Executive Vice President, Audit and
Loan Review of the Bank
  
50
 
None of the executive officers of the Company is related by blood, marriage or adoption to any other executive officer or to any of the Company’s directors or nominees for election at the 2012 annual meeting of shareholders.  There are no arrangements or understandings between any of the executive officers and any other person pursuant to which any individual was or is to be selected as an officer. The executive officers of the Company are appointed by the Board of Directors at its first meeting following the annual meeting of shareholders, and they hold office until the next annual meeting or until their successors are duly appointed and qualified.
Mr. Patterson has served as Chairman of the Board and Chief Executive Officer of the Bank and the Company for at least the past five years.
Mr. Kelley has served as President and Chief Operating Officer of the Bank and the Company for at least the past five years.
Mr. Prater joined the Company on September 1, 2008 and served as Executive Vice President until June 30, 2009, when he was named Treasurer and Chief Financial Officer of the Company and Executive Vice President, Chief Financial Officer and Cashier of the Bank.  Prior to joining the Company, Mr. Prater most recently served as Executive Vice President of Finance at Regions Bank.
Mr. Bateman has served as Executive Vice President of the Company and Vice Chairman of the Bank for at least the past five years.
Mr. Threadgill has served as Executive Vice President of the Company and Vice Chairman of the Bank for at least the past five years.
Mr. Lewis had served as Louisiana/Texas Region President of BancorpSouth Bank for at least one year prior to December 2007, when he was named Executive Vice President of the Company and Vice Chairman of the Bank.
Mr. Hodges had served as Regional and Area Loan Administrator for at least four years prior to April 2010, when he was named Senior Executive Vice President of the Bank and Deputy to the Company’s Chief Lending Officer.  Mr. Hodges served in that capacity until September 2011, when he was named Executive Vice President of the Company and Vice Chairman and Chief Lending Officer of the Bank.
Mrs. Freeman had served as First Vice President and Corporate Secretary of the Company and the Bank or Senior Vice President and Corporate Secretary of the Company and the Bank for at least one year prior to January 2008, when she was named Executive Vice President of the Company and the Bank.
Mr. Bonds had served as Senior Vice President of the Company and Senior Vice President and Controller of the Bank for at least two years prior to September 2008, when he was named Executive Vice President and
Controller of the Bank.  In December 2008, he was also named Senior Vice President and Principal Accounting Officer of the Company.
Ms. Waddle had served as Senior Vice President and General Auditor of the Company for at least three years prior to January 27, 2010, when she was named Senior Vice President of the Company and Senior Vice President, Audit and Loan Review of the Bank.  Ms. Waddle served in that capacity until January 2012, when she was named Executive Vice President of the Company and Executive Vice President, Audit and Loan Review of the Bank.
 
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ITEM 1A.  RISK FACTORS.

Certain statements contained in this Annual 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 Exchange Act. 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,” “plan,” “predict,” “foresee,” “may,” “might,” “will,” “would,” “should,” “could” or “intend,” 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 trademarks, the Company’s ability to compete effectively, the effect of changes in laws, governmental regulations and legislative proposals affecting financial institutions, special assessments by the FDIC, examinations by federal regulators, commercial loans, repurchase of mortgage loans, the impact of economic conditions in the Company’s market area and the economic downturn, identification and resolution of credit issues, debit card revenues, the use of non-U.S. GAAP financial measures, the effect of certain claims, legal and administrative proceedings and pending litigation, reserves for troubled debt restructurings, diversification of revenue stream, the Company’s policy regarding asset quality, the Company’s policy regarding underwriting and lending practices, critical and significant accounting policies, allowance for credit losses, other real estate owned, impairment of goodwill, other-than-temporary impairment of securities, valuation of mortgage servicing rights, pension and other postretirement benefit amounts, net interest revenue, net interest margin, interest rate sensitivity, credit quality, credit losses, determination of collateral fair value, analysis of guarantors, compliance with underwriting and/or appraisal standards, potential losses from representation and warranty obligations, the Company’s foreclosure process, inspection and review of construction, acquisition and development loans, maturity and renewal of construction, acquisition and development loans, deferred tax assets, unrecognized tax benefits, disputed tax positions, junior subordinated debt securities, capital resources, sources of liquidity and liquidity strategies, sources of maturing loans and investment securities, the Company’s ability to obtain funding, the ability to declare and/or pay dividends, credit losses from off-balance sheet commitments and arrangements, future acquisitions and consideration to be used therefor, the impact of recent accounting pronouncements, amortization expense of amortizable identifiable intangible assets, interest income, valuation of stock options, fair value of loans and leases, fair value of held-to-maturity and available-for-sale securities, maturities of available-for-sale securities, appraisal adjustments, concessions granted for troubled debt restructurings, value of investment securities, contributions to pension plans, related party transactions, impaired loans, nonperforming loans and leases, non-accrual loans and leases, economic value of equity, future lease payments, the use of proceeds from the underwritten public offering of the Company’s common stock, deposits, the Company’s operating results and financial condition, and amendments to the Company’s code of business conduct and ethics or waiver of a provision thereof.
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, the following:

·  
Local, regional and national economic conditions and the impact they may have on the Company and its customers and the Company’s assessment of that impact;
·  
The ability of the Company to increase noninterest revenue and expand noninterest revenue business;
·  
Changes in general business or economic conditions or government fiscal and monetary policies;
·  
Fluctuations in prevailing interest rates and the effectiveness of the Company’s interest rate hedging strategies;
·  
The ability of the Company to maintain credit quality;
·  
The ability of the Company to provide and market competitive products and services;
·  
Changes in the Company’s operating or expansion strategy;
·  
Geographic concentration of the Company’s assets and susceptibility to economic downturns in that area;
·  
The availability of and costs associated with maintaining and/or obtaining adequate and timely sources of liquidity;
·  
Volatility and disruption in national and international financial markets;
·  
Government intervention in the U.S. financial system;
·  
Laws and regulations affecting financial institutions in general;
·  
The ability of the Company to operate and integrate new technology;
 
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·  
The ability of the Company to manage its growth and effectively serve an expanding customer and market base;
·  
The ability of the Company to attract, train and retain qualified personnel;
·  
Changes in consumer preferences;
·  
The ability of the Company to collect amounts due under loan agreements and to attract deposits;
·  
Legislation and court decisions related to the amount of damages recoverable in legal proceedings;
·  
Possible adverse rulings, judgments, settlements and other outcomes of pending litigation; and
·  
Other factors generally understood to affect the financial results of financial services companies.

The Company undertakes no obligation to update its forward-looking statements to reflect events or circumstances that occur after the date of this Report.
In addition to the factors listed above that could influence the forward-looking statements in this Report, management believes that the risk factors set forth below should be considered in evaluating the Company’s business.  Other relevant risk factors are outlined below and may be supplemented from time to time in the Company’s filings with the SEC.

Our financial performance may be adversely affected by conditions in the financial markets and economic conditions generally.
Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, is highly dependent upon the business environment in the markets where we operate and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation or interest rates, natural disasters or a combination of these or other factors.
Since mid-2007, the financial services industry and the securities markets generally have been materially and adversely affected by significant declines in the values of nearly all asset classes and by a serious lack of liquidity. The global markets have been characterized by substantially increased volatility and an overall loss of investor confidence. Market conditions have led to the failure or merger of a number of prominent financial institutions. Financial institution failures or near-failures have resulted in further losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with such entities as counterparties. Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have all combined to increase credit default swap spreads and to cause rating agencies to lower credit ratings. Despite recent stabilization in asset prices, economic performance and significant declines in Federal Reserve borrowing rates, there remains a risk of continued asset and economic deterioration, which may increase the cost and decrease the availability of liquidity. Additionally, some banks and other lenders have suffered significant losses and they have become reluctant to lend, even on a secured basis, because of capital limitations, potentially increased risks of default and the impact of declining asset values on collateral. The foregoing has significantly weakened the strength and liquidity of some financial institutions worldwide.
It is possible that the business environment in the United States will continue to deteriorate for the foreseeable future. There can be no assurance that these conditions will improve in the near term. Such conditions could adversely affect the credit quality of our loans, our results of operations and our financial condition.
 
The recent downgrade of the U.S. government’s sovereign credit rating, any related rating agency action in the future, the ongoing debt crisis in Europe and the downgrade of the sovereign credit ratings for several European nations could negatively impact our business, financial condition and results of operations.
On November 21, 2011, a Congressional committee that was formed to achieve $1.2 trillion in deficit reduction measures announced that it had failed to achieve its stated purpose by the deadline imposed by Congress’ August agreement to raise the U.S. government’s debt ceiling. Standard & Poor’s Rating Services, which had downgraded the U.S. government’s AAA sovereign credit rating to AA+ with a negative outlook in August 2011, affirmed its AA+ rating following the announcement. Moody’s Investors Services, which changed its U.S. government rating outlook to negative on August 2, 2011, also reaffirmed its rating following the Congressional committee’s announcement. On November 22, 2011, Fitch Ratings stated that the failure of the committee to reach


 
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an agreement would likely cause it to change its outlook on U.S. government debt to negative. Further, on November 28, 2011, Fitch stated that a downgrade of the U.S. sovereign credit rating would occur without a credible plan in place by 2013 to reduce the U.S. government deficit. The impact of any additional downgrades to the U.S. government’s sovereign credit rating by any of these rating agencies, as well as the perceived creditworthiness of U.S. government-related obligations, is inherently unpredictable and could adversely affect the U.S. and global financial markets and economic conditions and have a material adverse effect on our business, financial condition and results of operation.
In addition, certain European nations continue to experience varying degrees of financial stress. Despite various assistance packages, market concerns over the direct and indirect exposure of European banks and insurers to these European nations and each other have resulted in a widening of credit spreads and increased costs of funding for some European financial institutions. Risks related to the European economic crisis have had, and are likely to continue to have, a negative impact on global economic activity and the financial markets. As these conditions persist, our financial condition and results of operations could be materially adversely affected.

Our provision and allowance for credit losses may not be adequate to cover actual credit losses.
We make various assumptions and judgments about the collectability of our loan and lease portfolio and utilize these assumptions and judgments when determining the provision and allowance for credit losses. The determination of the appropriate level of the provision for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Continuing deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the amount reserved in the allowance for credit losses. In addition, bank regulatory agencies periodically review our provision and the total allowance for credit losses and may require an increase in the allowance for credit losses or future provisions for credit losses, based on judgments different than those of management. Any increases in the provision or allowance for credit losses will result in a decrease in our net income and, potentially, capital, and may have a material adverse effect on our financial condition and results of operations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Provision for Credit Losses and Allowance for Credit Losses” included herein for more information regarding our process for determining the appropriate level of the provision and allowance for credit losses.

We make and hold in our portfolio a significant number of real estate construction, acquisition and development loans, which are based upon estimates of costs and values associated with the completed project and which pose more credit risk than other types of loans typically made by financial institutions.
At December 31, 2011, we had a balance of $908.4 million in real estate construction, acquisition and development loans, representing 10.2% of our total loan portfolio. These real estate construction, acquisition and development loans have certain risks that are not present in other types of loans. The primary credit risks associated with real estate construction, acquisition and development loans are underwriting, project risks and market risks. Project risks include cost overruns, borrower credit risk, project completion risk, general contractor credit risk and environmental and other hazard risks. Market risks are risks associated with the sale of the completed residential and commercial units. They include affordability risk, which means the risk that borrowers cannot obtain affordable financing, product design risk, and risks posed by competing projects. Real estate construction, acquisition and development loans also involve additional risks because funds are advanced upon the security of the project, which is of uncertain value prior to its completion, and costs may exceed realizable values in declining real estate markets. Because of the uncertainties inherent in estimating construction costs and the realizable market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. As a result, real estate construction, acquisition and development loans often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of the completed project proves to be overstated or market values or rental rates decline, we may have inadequate security for the repayment of the loan upon completion of construction of the project. If we are forced to foreclose on a project prior to or at completion due to a default, there can be no assurance that we will be able to recover all of the unpaid balance and accrued interest on the loan as well as related foreclosure and holding costs. In addition, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified
 
 
14
 
period of time while we attempt to dispose of it. The adverse effects of the foregoing matters upon our real estate construction, acquisition and development portfolio could necessitate a further increase in non-performing loans related to this portfolio and these non-performing loans may result in a material level of charge-offs, which may have a material adverse effect on our financial condition and results of operations. At December 31, 2011, non-accrual real estate construction, acquisition and development loans totaled $133.1 million.
As a result of the downturn in the housing market, demand for construction, acquisition and development loans has been declining, a trend that management expects to continue. The decline in this portfolio presents an additional challenge to maintaining and growing our earning assets.

We hold a significant amount of other real estate owned and may acquire and hold significant additional amounts, which could lead to increased operating expenses and vulnerability to additional declines in real property values.
As our business necessitates, we foreclose on and take title to real estate serving as collateral for loans.  At December 31, 2011, we had $173.8 million of other real estate owned, compared to $133.4 million at December 31, 2010. The amount of other real estate owned held by us may continue to increase as a result of, among other things, the continued deterioration of the commercial and residential real estate markets and the tightening of the credit market. Increased other real estate owned balances have led to greater expenses as we incur costs to manage, maintain and dispose of real properties. We expect that our earnings will continue to be negatively affected by various expenses associated with other real estate owned, including personnel costs, insurance and taxes, completion and repair costs, valuation adjustments and other expenses associated with real property ownership, as well as by the funding costs associated with other real estate owned assets. The expenses associated with holding a significant amount of other real estate owned could have a material adverse effect on our results of operations and financial condition.
Other real estate is reported at the lower of cost or fair value, less estimated selling costs. Fair value is determined on the basis of current appraisals, comparable sales and other estimates of value obtained principally from independent sources. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is charged to the allowance for credit losses. Subsequent valuation adjustments on the periodic revaluation of the property will result in additional charges, with a corresponding write-down expense. Significant judgments and complex estimates are required in estimating the fair value of other real estate owned, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility, as we have experienced during the past few years. In response to market conditions and other economic factors, we may utilize alternative sale strategies other than orderly disposition as part of our other real estate owned disposition strategy, such as immediate liquidation sales. As a result, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of other real estate owned.  A significant increase in the rate of foreclosures on real estate collateral with reported fair values less than the loan balances, a substantial additional decline in the value of our holdings of other real estate owned or our failure to realize net proceeds from sales of substantial amounts of other real estate owned equal to or greater than our reported values, or some combination of these, could have a material adverse effect on our financial condition.

Our ability to declare and pay dividends is limited.
There can be no assurance of whether or when we may pay dividends on our common stock in the future. Future dividends, if any, will be declared and paid at the discretion of our board of directors and will depend on a number of factors. Historically, our principal source of funds used to pay cash dividends on our common equity has been dividends received from the Bank. Although the Bank’s asset quality, earnings performance, liquidity and capital requirements will be taken into account before we declare or pay any future dividends on our common stock, our board of directors will also consider our liquidity and capital requirements and our board of directors could determine to declare and pay dividends without relying on dividend payments from the Bank.
Federal and state banking laws and regulations and state corporate laws restrict the amount of dividends we may declare and pay. For example, under guidance issued by the Federal Reserve Board, as a bank holding company, we are required to consult with the Federal Reserve before declaring dividends and are to consider eliminating, deferring or reducing dividends if (i) our net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) our prospective rate of earnings retention is not consistent with our capital needs and overall current and prospective financial condition, or (iii) we will not meet, or are in danger of not meeting, our minimum regulatory capital adequacy ratios.
 
15
 
In addition, we need the approval of the Federal Reserve and the Bank needs the approval of the FDIC before paying cash dividends. Further, the Bank’s board of directors has approved a resolution requested by the FDIC and the Mississippi Department of Banking and Consumer Finance such that the declaration and payment of dividends will be limited to the Bank’s current net operating income and conditioned upon the prior written consent of the regulators and maintenance of minimum capital ratios. Finally, our board of directors has approved a resolution requested by the Federal Reserve such that we need the prior approval of the Federal Reserve before making any declaration or payment of dividends on any of our capital stock.

We may become involved in legal or administrative proceedings filed by or against us.
The nature of our business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative investigations and proceedings. Although we have developed policies and procedures to minimize the impact of legal noncompliance and other disputes and endeavored to provide reasonable insurance coverage, litigation and regulatory actions present an ongoing risk.
We cannot predict with certainty the cost of defense, the cost of prosecution or the ultimate outcome of litigation and other proceedings filed by or against us, our directors, management or employees, including remedies or damage awards. On at least a quarterly basis, we assess our liabilities and contingencies in connection with outstanding legal proceedings as well as certain threatened claims (which are not considered incidental to the ordinary conduct of our business) utilizing the latest and most reliable information available. For matters where a loss is not probable or the amount of the loss cannot be estimated, no accrual is established. For matters where it is probable we will incur a loss and the amount can be reasonably estimated, we establish an accrual for the loss. Once established, the accrual is adjusted periodically to reflect any relevant developments. The actual cost of any outstanding legal proceedings or threatened claims, however, may turn out to be substantially higher than the amount accrued. Further, our insurance will not cover all such litigation, other proceedings or claims, or the costs of defense. While the final outcome of any legal proceedings is inherently uncertain, based on the information available, advice of counsel and available insurance coverage, management believes that the litigation-related expense we have accrued is adequate and that any incremental liability arising from pending legal proceedings and threatened claims and those otherwise arising in the ordinary course of business, will not have a material adverse effect on our business or consolidated financial condition. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any one or more of the lawsuits in which the Company or its subsidiaries are defendants, which may be material to the Company’s results of operations for one or more quarterly reporting periods.  See “Item 3. Legal Proceedings” included herein for more information regarding material pending legal proceedings.

We may elect or be compelled to seek additional capital in the future, but that capital may not be available on favorable terms when it is needed.
We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations. In addition, we may elect to raise additional capital to support our business or to finance any acquisitions or we may otherwise elect or be required to raise additional capital. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot provide assurance of our ability to raise additional capital if needed or to be able to do so on terms acceptable to us. If we cannot raise additional capital on favorable terms when needed, it may have a material adverse effect on our financial condition and results of operations.
 
Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on the liquidity of the Bank and/or the Company. Our access to funding sources in amounts adequate to finance our activities or the terms of which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. A decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated could detrimentally impact our access to liquidity sources. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and the continued deterioration in credit markets.

 
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Our operations are subject to extensive governmental regulation and supervision.
We elected to be a financial holding company pursuant to the GLBA and the Bank Holding Company Act. The Bank is a Mississippi state banking corporation. Both the Company and the Bank are subject to extensive governmental regulation, supervision, legislation and control. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not security holders. These laws and regulations limit the manner in which we operate, including the amount of loans we can originate, interest we can charge on loans and fees we can charge for certain services. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Most recently, the Dodd-Frank Act implemented sweeping reforms to the financial services industry. It is possible that there will be continued changes to the banking and financial institutions regulatory regimes in the future. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. We cannot predict the extent to which the government and governmental organizations may change any of these laws or controls. We also cannot predict how such changes would adversely affect our business and prospects.

The Dodd-Frank Act and related rules and regulations may adversely affect our business, financial condition and results of operations.
The Dodd-Frank Act contains a variety of far-reaching changes and reforms for the financial services industry and directs federal regulatory agencies to study the effects of, and issue implementing regulations for, these reforms. Many of the provisions of the Dodd-Frank Act could have a direct effect on our performance and, in some cases, impact our ability to conduct business. Examples of these provisions include, but are not limited to:
·  
Creation of the Financial Stability Oversight Council that may recommend to the Federal Reserve increasingly strict rules for capital, leverage, liquidity, risk management and other requirements as companies grow in size and complexity;
·  
Application of the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank and financial holding companies, such as the Company;
·  
Changes to the assessment base used by the FDIC to assess insurance premiums from insured depository institutions and increases to the minimum reserve ratio for the DIF from 1.15% to not less than 1.35%, with provisions to require institutions with total consolidated assets of $10 billion or more to bear a greater portion of the costs associated with increasing the DIF’s reserve ratio;
·  
Repeal of the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts;
·  
Establishment of a consumer financial protection bureau with broad authority to implement new consumer protection regulations and, for bank and financial holding companies with $10 billion or more in assets, to examine and enforce compliance with federal consumer laws;
·  
Implementation of risk retention rules for loans (excluding qualified residential mortgages) that are sold by a bank;
·  
Implementation of annual stress tests for all state member banks with assets exceeding $10 billion and
·  
Amendment of the Electronic Fund Transfer Act which, among other things, gave the Federal Reserve the authority to issue rules which have limited debit-card interchange fees.
    Many of these provisions have already been the subject of proposed and final rules by the FDIC and Federal Reserve. Many other provisions, however, remain subject to regulatory rulemaking and implementation, the effects of which are not yet known. The provisions of the Dodd-Frank Act and any rules adopted to implement those provisions as well as any additional legislative or regulatory changes may impact the profitability of our business, may require that we change certain of our business practices, may materially affect our business model or affect retention of key personnel, may require us to raise additional capital and could expose us to additional costs (including increased compliance costs). These and other changes may also require us to invest significant management attention and resources to make any necessary changes and may adversely affect our ability to conduct our business as previously conducted or our financial condition and results of operations.
 
17
 
We obtain a significant portion of our noninterest revenue through service charges on core deposit accounts, and regulations impacting service charges could reduce our fee income.
A significant portion of our noninterest revenue is derived from service charge income. Management anticipates that changes in banking regulations will have an adverse impact on our service charge income. Additionally, changes in customer behavior as well as increased competition from other financial institutions may result in declines in deposit accounts or in overdraft frequency resulting in a decline in service charge income. A reduction in deposit account fee income could have a material adverse effect on our earnings.

Because of the geographic concentration of our assets, our business is highly susceptible to local economic conditions.
Our business is primarily concentrated in selected markets in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Florida, Missouri and Illinois. As a result of this geographic concentration, our financial condition and results of operations depend largely upon economic conditions in these market areas. Deterioration in economic conditions in the markets we serve could result in one or more of the following: an increase in loan delinquencies; an increase in problem assets and foreclosures; a decrease in the demand for our products and services; and a decrease in the value of collateral for loans, especially real estate collateral, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.

We may be adversely affected by the soundness of other financial institutions.
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated when the collateral we hold cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure owed to us. Any such losses could have a material adverse affect on our financial condition and results of operations.

Changes in interest rates could have an adverse impact on our results of operations and financial condition.
    Our earnings and financial condition are dependent to a large degree upon net interest income, which is the difference or spread between interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities may fluctuate. This can cause decreases in our spread and can adversely affect our earnings and financial condition.
Interest rates are highly sensitive to many factors including:
· The rate of inflation;
· Economic conditions;
· Federal monetary policies; and
· Stability of domestic and foreign markets.
   The Bank originates residential mortgage loans for sale and for our portfolio. The origination of residential mortgage loans is highly dependent on the local real estate market and the level of interest rates. Increasing interest rates tend to reduce the origination of loans for sale and fee income, which we report as gain on sale of loans. Decreasing interest rates generally result in increased prepayments of loans and mortgage-backed securities, as borrowers refinance their debt in order to reduce their borrowing cost. This typically leads to reinvestment at lower rates than the loans or securities were paying. Changes in market interest rates could also reduce the value of our financial assets. Our financial condition and results of operations could be adversely affected if we are unsuccessful in managing the effects of changes in interest rates.
 
Monetary policies and economic factors may limit our ability to attract deposits or make loans.
The monetary policies of federal regulatory authorities, particularly the Federal Reserve, and economic conditions in our service area and the United States generally, affect our ability to attract deposits and extend loans. We cannot predict either the nature or timing of any changes in these monetary policies and economic conditions, including the Federal Reserve’s interest rate policies, or their impact on our financial performance. The banking business is subject to various material business risks, which have become more acute during the current environment of economic slowdown and recession. In the current economic environment, foreclosures have increased and such conditions could also lead to a potential decline in deposits and demand for loans.
 
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Volatility in capital and credit markets could adversely affect our business.
The capital and credit markets have been experiencing volatility and disruption for several years. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.

Reputational risk may impact our results.
Our ability to originate and maintain accounts is highly dependent upon customer and other external perceptions of our business practices and/or our financial health. Adverse perceptions regarding our business practices and/or our financial health could damage our reputation in both the customer and funding markets, leading to difficulties in generating and maintaining accounts as well as in financing them. Adverse developments with respect to the customer or other external perceptions regarding the practices of our competitors, or our industry as a whole, may also adversely impact our reputation. While we carefully monitor internal and external developments for areas of potential reputational risk and have established governance structures to assist in evaluating such risks in our business practices and decisions, adverse reputational impacts on third parties with whom we have important relationships may also adversely impact our reputation. Adverse impacts on our reputation, or the reputation of our industry, may also result in greater regulatory and/or legislative scrutiny, which may lead to laws, regulations or regulatory actions that may change or constrain the manner in which we engage with our customers and the products and services we offer. Adverse reputational impacts or events may also increase our litigation risk.

Hurricanes or other adverse weather events could negatively affect local economies where we maintain branch offices or cause disruption or damage to our branch office locations, which could have an adverse effect on our business or results of operations.
We have operations in Mississippi, Alabama, Louisiana, Texas and Florida, which include areas susceptible to hurricanes or tropical storms. Such weather conditions can disrupt our operations, result in damage to our branch office locations or negatively affect the local economies in which we operate. We cannot predict whether or to what extent damage caused by future hurricanes, tropical storms or other adverse weather events will affect our operations or the economies in our market areas, but such weather conditions could result in a decline in loan originations and an increase in the risk of delinquencies, foreclosures or loan losses. Our business or results of operations may be adversely affected by these and other negative effects of devastating hurricanes or storms.

We could be required to write down goodwill and other intangible assets.
When we acquire a business, a portion of the purchase price of the acquisition is generally allocated to goodwill and other identifiable intangible assets. The amount of the purchase price that is allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the net identifiable assets acquired. At December 31, 2011, our goodwill and other identifiable intangible assets were $289.7 million. Under current accounting standards, if we determine goodwill or intangible assets are impaired because, for example, the acquired business does not meet projected revenue targets or certain key employees leave, we are required to write down the carrying value of these assets. We conduct a review at least annually to determine whether goodwill is impaired. We completed such an impairment analysis for all of our reporting segments during the second quarter of 2011 and a roll-forward of that analysis during the third quarter of 2011. Based on these analyses, the estimated fair value of all of our reporting segments exceeded the respective carrying values. Our annual goodwill impairment evaluation
performed during the fourth quarter of 2011 also indicated no impairment of goodwill for our reporting segments. We cannot provide assurance, however, that we will not be required to take an impairment charge in the future. Any impairment charge would have an adverse effect on our shareholders’ equity and financial results and could cause a decline in our stock price.

Diversification in types of financial services may adversely affect our financial performance.
As part of our business strategy, we may further diversify our lines of business into areas that are not traditionally associated with the banking business. As a result, we would need to manage the development of new business lines in which we have not previously participated. Each new business line would require the investment of additional capital and the significant involvement of our senior management to develop and integrate the service
 
19
 
subsidiaries with our traditional banking operations. We can offer no assurances that we will be able to develop and integrate new services without adversely affecting our financial performance.

We compete with other financial holding companies, bank holding companies, banks, insurance and financial services companies.
The banking, insurance and financial services businesses are extremely competitive in our service areas in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Florida, Missouri and Illinois. We compete, and will continue to compete, with well-established banks, credit unions, insurance agencies and other financial institutions, some of which have significantly greater resources and lending limits. Some of our competitors provide certain services that we do not provide.

We face risks in connection with completed or potential acquisitions.
Historically, we have grown through the acquisition of other financial institutions as well as the development of de novo offices. If appropriate opportunities present themselves, we intend to pursue additional acquisitions in the future that we believe are strategic, including possible FDIC-assisted transactions. There can be no assurance that we will be able to identify, negotiate or finance potential acquisitions successfully or integrate such acquisitions with our current business.
Upon completion of an acquisition, we are faced with the challenges of integrating the operations, services, products, personnel and systems of acquired companies into our business, which may divert management’s attention from ongoing business operations. The success of our acquisitions is often dependent on the continued employment of key employees of the acquired business. If certain key employees were to leave, we could conclude that the value of an acquired business has decreased and that the related goodwill has been impaired. We cannot assure you that we will be successful in effectively integrating any acquisition into the operations of our business or in retaining key employees. Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.

Our growth strategy includes risks that could have an adverse effect on financial performance.
An element of our growth strategy is the acquisition of additional banks (which might include the acquisition of bank assets and liabilities in FDIC-assisted transactions), bank holding companies, financial holding companies, insurance agencies and/or other businesses related to the financial services industry that may complement our organizational structure in order to achieve greater economies of scale. We cannot assure you that appropriate growth opportunities will continue to exist, that we will be able to acquire banks, insurance agencies, bank holding companies and/or financial holding companies that satisfy our criteria or that any such acquisitions will be on terms favorable to us. Further, our growth strategy requires that we continue to hire qualified personnel, while concurrently expanding our managerial and operational infrastructure. We cannot assure you that we will be able to hire and retain qualified personnel or that we will be able to successfully expand our infrastructure to accommodate future acquisitions or growth. As a result of these factors, we may not realize the expected economic benefits associated with our acquisitions. This could have a material adverse effect on our financial performance.

We may experience interruptions or breaches in our information system security.
We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of these information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of these information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

We may be adversely affected by the failure of certain third party vendors to perform.
We rely upon certain third party vendors to provide products and services necessary to maintain our day-to-day operations. Accordingly, our operations are exposed to the risk that these vendors might not perform in accordance with applicable contractual arrangements or service level agreements. We maintain a system of policies and procedures designed to monitor vendor risks. While we believe these policies and procedures help to mitigate risk, the failure of an external vendor to perform in accordance with applicable contractual arrangements or service
 
20
 
level agreements could be disruptive to our operations, which could have a material adverse effect on our financial condition and results of operations.

Issuing additional shares of our common stock to acquire other banks, bank holding companies, financial holding companies and/or insurance agencies may result in dilution for existing shareholders and may adversely affect the market price of our stock.
In connection with our growth strategy, we have issued, and may issue in the future, shares of our common stock to acquire additional banks, bank holding companies, financial holding companies, insurance agencies and/or other businesses related to the financial services industry that may compliment our organizational structure. Resales of substantial amounts of common stock in the public market and the potential of such sales could adversely affect the prevailing market price of our common stock and impair our ability to raise additional capital through the sale of equity securities. We usually must pay an acquisition premium above the fair market value of acquired assets for the acquisition of banks, bank holding companies, financial holding companies and insurance agencies. Paying this acquisition premium, in addition to the dilutive effect of issuing additional shares, may also adversely affect the prevailing market price of our common stock.

Anti-takeover provisions may discourage a change of our control.
Our governing documents and certain agreements to which we are a party contain provisions that make a change-in-control difficult to accomplish, and may discourage a potential acquirer. These include a classified or “staggered” board of directors, change-in-control agreements with members of management and supermajority voting requirements. These anti-takeover provisions may have an adverse effect on the market for our common stock.

Securities that we issue, including our common stock, are not FDIC insured.
Securities that we issue, including our common stock, are not savings or deposit accounts or other obligations of any bank and are not insured by the FDIC or any other governmental agency or instrumentality or any private insurer and are subject to investment risk, including the possible loss of your investment.
 
 We may issue debt or equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.
In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive a distribution of our available assets before distributions to the holders of our common stock. Because any decision to incur debt or issue securities in future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings and debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.

We reported a material weakness in our internal control over financial reporting; our internal controls might not continue to be effective.
Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2010 reported a material weakness in our internal control over financial reporting designed to ensure proper accounting for allowance for credit losses, as described in our Annual Report on Form 10-K for the years ended December 31, 2010 and December 31, 2009. During the fourth quarter of 2011, our management concluded that the control deficiency in our credit grading process related to the determination of the allowance for credit losses has been remediated. We cannot provide any assurance, however, that our internal controls will continue to be effective.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.
 
21
 

ITEM 2. PROPERTIES.

The physical properties of the Company are held by its subsidiaries as follows:

a.             
The Bank - The main office is located at One Mississippi Plaza, 201 South Spring Street in the central business district of Tupelo, Mississippi in a seven-floor, modern, glass, concrete and steel office building owned by the Bank.  The Bank occupies approximately 75% of the space, with the remainder leased to various unaffiliated tenants.

The Bank owns 232 of its 258 branch banking facilities. The remaining 26 branch banking facilities are occupied under leases with unexpired terms ranging from one to 12 years.  The Bank also owns other buildings that provide space for computer operations, lease servicing, mortgage lending, warehouse needs and other general purposes.

Management considers all of the Bank’s owned buildings and leased premises to be in good condition.  

 
 
b.
BancorpSouth Insurance Services, Inc. - This wholly-owned subsidiary of the Bank owns six of the 24 offices it occupies.  It leases 18 offices that have unexpired terms varying in duration from one to six years.

ITEM 3. LEGAL PROCEEDINGS.
 
                The nature of the Company’s business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative investigations and proceedings. Although the Company and its subsidiaries have developed policies and procedures to minimize the impact of legal noncompliance and other disputes, and endeavored to provide reasonable insurance coverage, litigation and regulatory actions present an ongoing risk.
The Company and its subsidiaries are engaged in lines of business that are heavily regulated and involve a large volume of financial transactions and potential transactions with numerous customers or applicants. From time to time, borrowers, customers, former employees and other third parties have brought actions against the Company or its subsidiaries, in some cases claiming substantial damages. Financial services companies are subject to the risk of class action litigation and, from time to time, the Company and its subsidiaries are subject to such actions brought against it. Additionally, the Bank is, and management expects it to be, engaged in a number of foreclosure proceedings and other collection actions as part of its lending and leasing collections activities, which, from time to time, have resulted in counterclaims against the Bank. Various legal proceedings have arisen and may arise in the future out of claims against entities to which the Company is a successor as a result of business combinations. The Company’s insurance has deductibles and will likely not cover all such litigation or other proceedings or the costs of defense. The Company and its subsidiaries may also be subject to enforcement actions by federal or state regulators, including the SEC, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, the Department of Justice, state attorneys general and the Mississippi Department of Banking and Consumer Finance.
When and as the Company determines it has meritorious defenses to the claims asserted, it vigorously defends against such claims. The Company will consider settlement of claims when, in management’s judgment and in consultation with counsel, it is in the best interests of the Company to do so.
On May 12, 2010, the Company and its Chief Executive Officer, President and Chief Financial Officer were named in a purported class action lawsuit filed in the U.S. District Court for the Middle District of Tennessee on behalf of certain purchasers of the Company’s common stock. On September 17, 2010, an Executive Vice President of the Company was added as a party to the lawsuit. The amended complaint alleges that the defendants issued materially false and misleading statements regarding the Company’s business and financial results. The plaintiff seeks class certification, an unspecified amount of damages and awards of costs and attorneys’ fees and other equitable relief. No class has been certified and, at this stage of the lawsuit, management cannot determine the probability of an unfavorable outcome to the Company. There are significant uncertainties involved in any purported class action litigation.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
 
22
 
On August 16, 2011, a shareholder filed a putative derivative action purportedly on behalf of the Company in the Circuit Court of Lee County, Mississippi, against certain current and past executive officers and the members of the Board of Directors of the Company. The plaintiff in this shareholder derivative lawsuit asserts that the individual defendants violated their fiduciary duties based upon substantially the same facts as alleged in the purported class action lawsuit described above. The plaintiff is seeking to recover damages in an unspecified amount and equitable and/or injunctive relief. Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
In November 2010, the Company was informed that the Atlanta Regional Office of the SEC had issued an Order of Investigation concerning the Company.  This investigation is ongoing and is primarily focused on the Company’s recording and reporting of its unaudited financial statements, including the allowance and provision for credit losses, and its internal controls and its communications with the independent auditors prior to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  In connection with its investigation, the SEC issued subpoenas for documents and testimony, with which the Company has fully complied.  The Company is cooperating fully with the SEC. No claims have been made by the SEC against the Company or against any individuals affiliated with the Company. At this time, it is not possible to predict when or how the investigation will be resolved or the cost or potential liabilities associated with this matter.
On May 18, 2010, the Bank was named as a defendant in a purported class action lawsuit filed by two Arkansas customers of the Bank in the U.S. District Court for the Northern District of Florida. The suit challenges the manner in which overdraft fees were charged and the policies related to posting order of debit card and ATM transactions. The suit also makes a claim under Arkansas’ consumer protection statute. The case was transferred to pending multi-district litigation in the U.S. District Court for the Southern District of Florida. No class has been certified and, at this stage of the lawsuit, management of the Company cannot determine the probability of an unfavorable outcome to the Company. There are significant uncertainties involved in any purported class action litigation.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. However, there can be no assurance that an adverse outcome or settlement would not have a material adverse effect on the Company’s consolidated results of operations for a given fiscal period.
 
 
PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR COMMON STOCK

The common stock of the Company trades on the New York Stock Exchange under the symbol “BXS.”  The following table sets forth, for the quarters indicated, the range of sale prices of the Company’s common stock as reported on the New York Stock Exchange:


   
High
Low
2011
Fourth
 $11.39
 $8.23
 
Third
 14.35
 8.61
 
Second
 16.25
 11.57
 
First
 16.75
 14.71
       
2010
Fourth
 $16.31
 $12.27
 
Third
 18.73
 12.41
 
Second
 23.25
 17.86
 
First
 24.75
 17.55


 
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HOLDERS OF RECORD

As of February 15, 2012, there were 8,518 shareholders of record of the Company’s common stock.

DIVIDENDS

The Company declared cash dividends each quarter in an aggregate annual amount of $0.14 and $0.88 per share during 2011 and 2010, respectively.  Future dividends, if any, will vary depending on the Company’s profitability, anticipated capital requirements and applicable federal and state regulations. The Company is further restricted by the Federal Reserve’s authority to limit or prohibit the payment of dividends, as outlined in SR 09-4.  The board of directors of the Company has adopted a resolution requested by the Federal Reserve Bank that, among other things, requires that the Company obtain prior written approval of the Federal Reserve Bank before taking a number of actions, including declaring and paying dividends to the Company’s shareholders, making distributions in connection with outstanding trust preferred securities and redeeming outstanding equity securities.  The Bank’s board of directors has adopted a resolution requested by the FDIC and the Mississippi Department of Banking and Consumer Finance that, among other things, limits the declaration and payment of dividends and requires maintenance of enhanced capital ratios.  There can be no assurance that the Federal Reserve Bank, the FDIC or the Mississippi Department of Banking and Consumer Finance will not limit or prohibit future dividends.  See “Item 1. Business – Regulation and Supervision” included herein for more information on restrictions and limitations on the Company’s ability to pay dividends.
 
ISSUER PURCHASES OF EQUITY SECURITIES

The Company made the following purchases of its common stock during the quarter ended December 31, 2011:

   
Total Number
        
   
of Shares
    
Average Price
  
Period
  
Purchased (1)
    
Paid per Share
  
October 1 - October 31
     -     $ -  
November 1 - November 30
     -       -  
December 1 - December 31
     5,158       11.02  
                 
Total
     5,158          
(1) This represents 5,158 shares redeemed from an employee during the fourth quarter of 2011 for tax withholding purposes upon vesting of restricted stock.  


ITEM 6. SELECTED FINANCIAL DATA.
 
 
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Selected Financial Information” for the Selected Financial Data.


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

The Company is a regional financial holding company with $13.0 billion in assets headquartered in Tupelo, Mississippi.  The Company’s wholly-owned banking subsidiary has commercial banking operations in
 
24
 
Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Florida, and Missouri.  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.  The Bank’s insurance agency subsidiary also operates an office in Illinois.
Management’s discussion and analysis provides a narrative discussion of the Company’s financial condition and results of operations for the previous three years.  For a complete understanding of the following discussion, you should refer to the Consolidated Financial Statements and related Notes presented elsewhere in this Report.  This discussion and analysis is based on reported financial information, and certain amounts for prior years have been reclassified to conform with the current financial statement presentation.  The information that follows is provided to enhance comparability of financial information between years 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.  Generally, during the past several years, the pressures of the national and regional economic cycle have created a difficult operating environment for the financial services industry.  The Company is not immune to such pressures and the continuing economic downturn has had a negative impact on the Company and its customers in all of the markets that it serves.  While this impact was reflected in a decline in credit quality and increases in the Company’s measures of non-performing loans and leases (“NPLs”) and net charge-offs in 2010 compared to 2009, the Company’s NPLs  and net charge-offs decreased during 2011 compared to 2010.  Management believes that the Company is better positioned with respect to overall credit quality as evidenced by the improvement in credit quality metrics at December 31, 2011 compared to December 31, 2010.  Management believes, however, that continued weakness in the economic environment could adversely affect the strength of the credit quality of the Company’s assets overall.  Therefore, management will continue to focus on early identification and resolution of any credit issues.
The largest source of the Company’s revenue is the operation of 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, collateral value 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.
As a result of the impact of the Durbin Amendment, among other factors, the Company’s debit card revenue decreased in 2011 by $3.0 million.  The Company estimates that debit card revenue could be reduced in 2012 by more than $13.0 million.
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.
 
 
25
 
 
 
SELECTED FINANCIAL INFORMATION
                              
   
At or for the Year Ended December 31,
  
   
2011
    
2010
    
2009
    
2008
    
2007
  
Earnings Summary:
  
(Dollars in thousands, except per share amounts)
  
Interest revenue
   $ 537,853     $ 582,762     $ 615,414     $ 705,413     $ 801,242  
Interest expense
     102,940       141,620       170,515       264,577       378,343  
Net interest revenue
     434,913       441,142       444,899       440,836       422,899  
Provision for credit losses
     130,081       204,016       117,324       56,176       22,696  
Net interest revenue, after
                                        
  provision for credit losses
     304,832       237,126       327,575       384,660       400,203  
Noninterest revenue
     270,845       264,144       275,276       245,607       232,151  
Noninterest expense
     533,633       487,033       490,017       455,913       428,410  
Income before income taxes
     42,044       14,237       112,834       174,354       203,944  
Income tax expense (benefit)
     4,475       (8,705 )     30,105       53,943       66,001  
Net income
   $ 37,569     $ 22,942     $ 82,729     $ 120,411     $ 137,943  
                                         
Balance Sheet - Year-End Balances:
                                        
Total assets
   $ 12,995,851     $ 13,615,010     $ 13,167,867     $ 13,480,218     $ 13,189,841  
Total securities
     2,513,518       2,709,081       1,993,594       2,316,380       2,627,110  
Loans and leases, net of unearned income
     8,870,311       9,333,107       9,775,136       9,691,277       9,179,684  
Total deposits
     10,955,189       11,490,021       10,677,702       9,711,872       10,064,099  
Long-term debt
     35,000       110,000       112,771       286,312       88,977  
Total shareholders' equity
     1,262,912       1,222,244       1,276,296       1,240,260       1,196,626  
                                         
Balance Sheet - Average Balances:
                                        
Total assets
     13,280,047       13,304,836       13,203,659       13,200,801       12,857,135  
Total securities
     2,620,404       2,157,096       2,179,479       2,417,390       2,781,232  
Loans and leases, net of unearned income
     9,159,431       9,621,529       9,734,580       9,429,963       8,784,940  
Total deposits
     11,251,406       11,107,445       10,155,730       9,803,999       10,200,098  
Long-term debt
     66,673       111,547       290,582       278,845       139,537  
Total shareholders' equity
     1,240,768       1,241,321       1,255,605       1,224,280       1,121,000  
                                         
Common Share Data:
                                        
Basic earnings per share
   $ 0.45     $ 0.28     $ 0.99     $ 1.46     $ 1.69  
Diluted earnings per share
     0.45       0.27       0.99       1.45       1.69  
Cash dividends per share
     0.14       0.88       0.88       0.87       0.83  
Book value per share
     15.13       14.64       15.29       14.92       14.54  
Dividend payout ratio
     31.11       314.29       88.89       60.00       49.11  
                                         
Financial Ratios:
                                        
Return on average assets
     0.28 %     0.17 %     0.63 %     0.91 %     1.07 %
Return on average shareholders' equity
     3.03 %     1.85 %     6.59 %     9.84 %     12.31 %
Total shareholders' equity to total assets
     9.72 %     8.98 %     9.69 %     9.20 %     9.07 %
Tangible shareholders' equity to tangible assets
     7.67 %     7.00 %     7.63 %     7.15 %     7.09 %
Net interest margin-fully taxable equivalent
     3.69 %     3.70 %     3.77 %     3.75 %     3.68 %
                                         
Credit Quality Ratios:
                                        
Net charge-offs to average loans and leases
     1.44 %     1.90 %     0.76 %     0.40 %     0.14 %
Provision for credit losses to average loans and leases
     1.42 %     2.12 %     1.21 %     0.60 %     0.26 %
Allowance for credit losses to net loans and leases
     2.20 %     2.11 %     1.80 %     1.37 %     1.25 %
Allowance for credit losses to NPLs
     60.55 %     49.93 %     94.41 %     207.45 %     394.76 %
Allowance for credit losses to NPAs
     39.33 %     37.31 %     71.64 %     120.36 %     215.47 %
NPLs to net loans and leases
     3.63 %     4.23 %     1.91 %     0.66 %     0.32 %
NPAs to net loans and leases
     5.59 %     5.65 %     2.51 %     1.14 %     0.58 %
                                         
Capital Ratios:
                                        
Tier I capital
     11.77 %     10.61 %     11.17 %     10.79 %     10.63 %
Total capital
     13.03 %     11.87 %     12.42 %     12.04 %     11.81 %
Tier I leverage capital
     8.85 %     8.07 %     8.95 %     8.65 %     8.13 %

In addition to financial ratios based on measures defined by U.S. GAAP, the Company utilizes tangible shareholders’ equity and tangible asset measures when evaluating the performance of the Company.  Tangible shareholders’ equity is defined by the Company as total shareholders’ equity less goodwill and identifiable
 
 
26
 
intangible assets.  Tangible assets are defined by the Company as total assets less goodwill and identifiable intangible assets. Management believes the ratio of tangible shareholders’ equity to tangible assets to be an important measure of financial strength of the Company.  The following table reconciles tangible assets and tangible shareholders’ equity as presented above to U.S. GAAP financial measure as reflected in the Company’s unaudited consolidated financial statements:


   
December 31,
  
   
2011
    
2010
    
2009
    
2008
    
2007
  
   
(In thousands)
  
Tangible Assets:
                              
   Total assets
   $ 12,995,851     $ 13,615,010     $ 13,167,867     $ 13,480,218     $ 13,189,841  
   Less:  Goodwill
     271,297       270,097       270,097       268,966       254,889  
               Identifiable intangible assets
     16,613       19,624       23,533       28,164       26,549  
   Total tangible assets
   $ 12,707,941     $ 13,325,289     $ 12,874,237     $ 13,183,088     $ 12,908,403  
                                         
Tangible Shareholders' Equity
                                        
   Total shareholders' equity
   $ 1,262,912     $ 1,222,244     $ 1,276,296     $ 1,240,260     $ 1,196,626  
   Less:  Goodwill
     271,297       270,097       270,097       268,966       254,889  
               Identifiable intangible assets
     16,613       19,624       23,533       28,164       26,549  
   Total tangible shareholders' equity
   $ 975,002     $ 932,523     $ 982,666     $ 943,130     $ 915,188  
                                         
  
Tangible shareholders' equity to tangible assets
     7.67 %     7.00 %     7.63 %     7.15 %     7.09 %


FINANCIAL HIGHLIGHTS

The Company reported net income of $37.6 million for 2011 compared to $22.9 million for 2010 and $82.7 million for 2009.  The provision for credit losses was the most significant factor contributing to both the increase in earnings in 2011 compared to 2010 and the decrease in earnings in 2010 compared to 2009, as the provision for credit losses was $130.1 million in 2011 compared to $204.0 million in 2010 and $117.3 million in 2009.  Net charge-offs decreased to $131.9 million, or 1.44% of average loans and leases in 2011 from $183.1 million, or 1.90% of average loans and leases in 2010, compared to $74.1 million, or 0.76% of average loans and leases, in 2009.   The decrease in the provision for credit losses from 2010 to 2011 reflected the impact of a significant decrease in NPL formation during 2011 as NPLs decreased to $322.3 million at December 31, 2011 after having increased to $394.4 million at December 30, 2010 from $186.5 million at December 31, 2009.  The impact of the economic environment continues to be evident on real estate consumer mortgage and construction, acquisition and development loans and more specifically on residential construction, acquisition and development loans.  Many of these loans have become collateral-dependant, requiring recognition of additional loan loss provisions or charge-offs to reflect the decline in real estate values.  During 2011, the Company continued its focus on improving credit quality and reducing NPLs, especially in the real estate construction, acquisition and development loan portfolio, as evidenced by the decrease in that portfolio’s nonaccrual loans of $78.4 million to $133.1 million at December 31, 2011 from $211.5 million at December 31, 2010.
           The primary source of revenue for the Company is net interest revenue earned by the Bank.  Net interest revenue is the difference between interest earned on loans, investments and other earning assets and interest paid on deposits and other obligations.  Net interest revenue for 2011 was $434.9 million, compared to $441.1 million for 2010 and $444.9 million for 2009.  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 those assets and liabilities to maximize net interest revenue, while balancing interest rate, credit, liquidity and capital risks.  The Company experienced an increase in lower rate savings deposits and average demand deposits and a decrease in higher rate other time deposits and long-term borrowing, which resulted in a decrease in interest expense of $38.7 million, or 27.3%, in 2011 compared to 2010.  The 1.4% decrease in net interest revenue in 2011 compared to 2010 was a result of the decrease in interest expense being more than offset by the decrease in interest revenue that resulted from the declining interest rate environment combined with the low loan demand, as interest revenue decreased $44.9 million, or 7.3%, in 2011 compared to
 
 
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2010.  While loan demand has been weak, the Company has managed to replace some loan runoff with new loan production, primarily in its Texas and Louisiana markets.
The Company attempts 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.   Noninterest revenue for 2011 was $270.8 million, compared to $264.1 million for 2010 and $275.3 million for 2009.  While total noninterest revenue increased $6.7 million, or 2.54%, during 2011 compared to 2010, mortgage lending revenue decreased $12.7 million, or 42.6%, to $17.1 million in 2011 compared to $29.7 million in 2010.  The decrease in mortgage lending revenue was primarily related to the fair value adjustment of MSRs, as the fair value of MSRs decreased $14.0 million during 2011 compared to a decrease of $4.0 million during 2010.  Mortgage lending revenue was also adversely impacted by the decrease in mortgage originations, which decreased during 2011 to $1.2 billion from $1.4 billion in 2010.  The decreased level of mortgage origination volumes resulted in a decrease in origination revenue to $24.3 million in 2011 compared to $28.6 million in 2010.
One of the primary contributors to the increase in noninterest revenue in 2011 was the increase in securities gains, which reflected a net gain of $12.1 million in 2011 compared to a net gain of $2.6 million in 2010.  During the second quarter of 2011, the Company determined that it no longer had the intent to hold until maturity all securities that were previously classified as held-to-maturity.  As a result of this determination, all securities were classified as available-for-sale and recorded at fair value.  The 2010 net security gains included other-than-temporary impairment charges of $2.1 million related to the Company’s investment in pooled trust preferred securities.
Noninterest revenue was positively impacted by the 12.5% increase in credit card, debit card and merchant fee income for 2011 compared to 2010, as the number and monetary volume of items processed increased with this increase somewhat offset by the impact of the Durbin Amendment, which reduced debit card revenue by $3.0 million in 2011.  Service charges decreased 5.7% in 2011 compared to 2010 as a result of a lower volume of items processed and changes in banking regulations related to overdraft fees.  Insurance commissions increased $4.7 million, or 5.8%, ,in 2011 compared to 2010 as a result of new policies written and growth from existing customers, while insurance commissions remained relatively stable in 2010 compared to 2009.  The Company recorded $2.2 million in gains related to the disposition of fixed assets during 2011, and there were no other significant non-recurring noninterest revenue items during 2011 or 2010.
Noninterest expense for 2011 was $533.6 million, an increase of 9.6% from $487.0 million for 2010, which was a decrease of 0.6% from $490.0 million for 2009.  The increase in noninterest expense in 2011 compared to 2010 was largely a result of the $9.8 million prepayment penalty related to the early repayment of Federal Home Loan Bank (“FHLB”) advances during the second quarter of 2011, as well as the $3.1 million recorded as a result of the closure of 22 branch offices during the third quarter of 2011 under the Company’s branch optimization project.  Foreclosed property expense increased $9.4 million, or 51.4%, to $27.8 million in 2011 compared to $18.4 million in 2010 as a result of writedowns of other real estate owned because of the decline in property values attributable to the prevailing economic environment.  Deposit insurance assessments increased $2.1 million, or 10.7%, in 2011 compared to 2010 primarily as a result of a slightly higher assessment rate.  Effective as of the second quarter of 2011, the FDIC bases the deposit insurance assessment on a redefined assessment base and a new scorecard method to calculate the assessment rate.  Income tax expense increased in 2011 and 2010 primarily as a result of the increase in pretax income in 2011 compared to 2010.  The major components of net income are discussed in more detail in the various sections that follow.
The Company continued its commitment to maintaining a strong capital base as its total shareholders’ equity to total assets ratio was 9.72%, 8.98%, and 9.69% at December 31, 2011, 2010 and 2009, respectively.  Also, noninterest bearing demand deposits and savings deposits increased 10.2% and 14.9%, respectively, at December 31, 2011 compared to December 31, 2010.  During the second quarter of 2011, the Company repaid FHLB advances totaling $75.0 million resulting in a decrease in long-term FHLB borrowings of 69.6% to $33.5 million at December 31, 2011 compared to $110.0 million at December 31, 2010.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP, which require the Company to make estimates and assumptions (see Note 1 to the Company’s Consolidated Financial Statements included elsewhere in this Report).  Management believes that its determination of the allowance for
 
 
28
 
credit losses, valuation of other real estate owned, the annual goodwill impairment assessment, the assessment for other-than-temporary impairment of securities, the valuation of mortgage servicing rights and the estimation of pension and other postretirement benefit amounts involve a higher degree of judgment and complexity than the Company’s other significant accounting policies.  Further, these estimates can be materially impacted by changes in market conditions or the actual or perceived financial condition of the Company’s borrowers, subjecting the Company to significant volatility of earnings.

Allowance for Credit Losses
The allowance for credit losses is established through the provision for credit losses, which is a charge against earnings.  Provisions for credit losses are made to reserve for estimated probable losses on loans and leases.  The allowance for credit losses is a significant estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as changes in the nature and volume of the loan and lease portfolio; trends in actual and forecasted portfolio credit quality, including delinquency, charge-off and bankruptcy rates; and current economic conditions that may affect a borrower’s ability to pay.  In determining an adequate allowance for credit losses, management makes numerous assumptions, estimates and assessments.  The use of different estimates or assumptions could produce different provisions for credit losses.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Provision for Credit Losses and Allowance for Credit Losses” included herein for more information.  At December 31, 2011, the allowance for credit losses was $195.1 million, representing 2.10% of total loans and leases, net of unearned income.

Other Real Estate Owned
Other real estate owned, consisting of assets that have been acquired through foreclosure or in satisfaction of loans, is carried at the lower of cost or fair value, less estimated selling costs.  Fair value is based on independent appraisals and other relevant factors.  Other real estate owned is revalued on an annual basis or more often if market conditions necessitate.  Valuation adjustments required at foreclosure are charged to the allowance for credit losses.  Subsequent valuation adjustments on the periodic revaluation of the property are charged to net income as noninterest expense.  Significant judgments and complex estimates are required in estimating the fair value of other real estate owned, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility, as experienced during the past two years.  As a result, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of other real estate owned.

Goodwill
The Company’s policy is to assess goodwill for impairment at the reporting segment level on an annual basis or sooner if an event occurs or circumstances change which indicate that the fair value of a reporting unit is below its carrying amount.  Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value.  Accounting standards require management to estimate the fair value of each reporting segment in assessing impairment at least annually.  The Company’s annual assessment date is during the Company’s fourth quarter.  Because of the volatile market conditions during which the Company’s market value fell below book value, however, the Company performed a complete goodwill impairment analysis for all of its reporting segments during the second quarter of 2011 and a roll-forward of that analysis during the third quarter of 2011.  Based on these analyses, the estimated fair value of all of the Company’s reporting segments exceeded the respective carrying values.  The Company’s annual goodwill impairment evaluation performed during the fourth quarter of 2011 also indicated no impairment of goodwill for its reporting units.  Therefore, no goodwill impairment was recorded.
In the current environment, forecasting cash flows, credit losses and growth in addition to valuing the Company’s assets with any degree of assurance is very difficult and subject to significant changes over very short periods of time.  Management will continue to update its analysis as circumstances change.  If market conditions continue to be volatile and unpredictable, impairment of goodwill related to the Company’s reporting segments may be necessary in future periods.  Goodwill was $271.3 million at December 31, 2011.

Assessment for Other-Than-Temporary Impairment of Securities
           Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary.  The term “other-than-temporary” is not intended to indicate a permanent decline in value.  Rather, it means that the prospects for near-term recovery of value are not necessarily favorable.  Management reviews criteria such as the
 
 
29
 
magnitude and duration of the decline, as well as the reasons for the decline, and whether the Company would be required to sell the securities before a full recovery of costs in order to predict whether the loss in value is other-than-temporary.  Once a decline in value is determined to be other-than-temporary, the impairment is separated into (a) the amount of the impairment related to the credit loss and (b) the amount of the impairment related to all other factors.  The value of the security is reduced by the other-than-temporary impairment with the amount of the impairment related to credit loss recognized as a charge to earnings and the amount of the impairment related to all other factors recognized in other comprehensive income.

Mortgage Servicing Rights
The Company recognizes as assets the rights to service mortgage loans for others, known as mortgage servicing rights (“MSRs”).  The Company records MSRs at fair value on a recurring basis with subsequent remeasurement of MSRs based on change in fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“FASB ASC 860”).  An estimate of the fair value of the Company’s MSRs is determined utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  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.  At December 31, 2011, the Company’s mortgage servicing asset was valued at $30.2 million.

Pension and Postretirement Benefits
Accounting for pension and other postretirement benefit amounts is another area where the accounting guidance requires management to make various assumptions in order to appropriately value any related asset or liability.  Estimates that the Company makes to determine pension-related assets and liabilities include actuarial assumptions, expected long-term rate of return on plan assets, rate of compensation increase for participants and discount rate.  Estimates that the Company makes to determine asset and liability amounts for other postretirement benefits include actuarial assumptions and a discount rate.  Changes in these estimates could impact earnings.  For example, lower expected long-term rates of return on plan assets could negatively impact earnings, as would lower estimated discount rates or higher rates of compensation increase.  In estimating the projected benefit obligation, actuaries must make assumptions about such factors as mortality rate, turnover rate, retirement rate, disability rate and the rate of compensation increases.  The Company accounts for the over-funded or under-funded status of its defined benefit and postretirement plans as an asset or liability in its consolidated balance sheets and recognizes changes in that funded status in the year in which the changes occur through comprehensive income as required by FASB ASC 715, Compensation – Retirement Benefits (“FASB ASC 715”).  In accordance with FASB ASC 715, the Company calculates the expected return on plan assets each year based on the balance in the pension asset portfolio at the beginning of the year and the expected long-term rate of return on that portfolio.  In determining the reasonableness of the expected rate of return, the Company considers a variety of factors including the actual return earned on plan assets, historical rates of return on the various asset classes of which the plan portfolio is comprised and current/prospective capital market conditions and economic forecasts.  The Company used an expected rate of return of 8% on plan assets for 2011.  The discount rate is the rate used to determine the present value of the Company’s future benefit obligations for its pension and other postretirement benefit plans.  The Company determines the discount rate to be used to discount plan liabilities at the measurement date with the assistance of its actuary using the actuary’s proprietary model.  The Company developed a level equivalent yield using its actuary’s model as of December 30, 2011 and the expected cash flows from the BancorpSouth, Inc. Retirement Plan (the “Basic Plan”), the BancorpSouth, Inc. Restoration Plan (the “Restoration Plan”) and the BancorpSouth, Inc. Supplemental Executive Retirement Plan (the “Supplemental Plan”).  Based on this analysis, the Company established its discount rate assumptions for determination of the projected benefit obligation at 4.80% for the Basic Plan, 4.45% for the Restoration Plan and 3.85% for the Supplemental Plan based on a December 31, 2011 measurement date.

 
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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 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 and liquidity risk.  Net interest margin is determined by dividing fully taxable equivalent net interest revenue by average earning assets.  For purposes of the following discussion, revenue from tax-exempt loans and investment securities has been adjusted to a fully taxable equivalent (“FTE”) basis, using an effective tax rate of 35%.  The following tables present average interest earning assets, average interest bearing liabilities, net interest revenue-FTE, net interest margin-FTE and net interest rate spread for the three years ended December 31, 2011:

 
31
 
 
2011
  
2010
  
2009
(Taxable equivalent basis)
Average
    
Yield/
  
Average
    
Yield/
  
Average
    
Yield/
 
Balance
  
Interest
Rate
  
Balance
  
Interest
Rate
  
Balance
  
Interest
Rate
ASSETS
(Dollars in thousands, yields on taxable equivalent basis)
  
Loans and leases (net of unearned income) (1)(2)
 $9,159,431
  
 $464,413
5.07%
  
 $9,621,529
  
 $500,108
5.20%
  
 $9,734,580
  
 $520,315
5.35%
Loans held for sale
 53,504
  
 2,219
4.15%
  
 68,980
  
 3,024
4.38%
  
 115,181
  
 3,965
3.44%
Held-to-maturity securities:
                            
  Taxable (3)
 547,471
  
 13,266
2.42%
  
 985,606
  
 36,718
3.73%
  
 1,015,440
  
 47,397
4.67%
  Non-taxable (4)
 133,827
  
 8,673
6.48%
  
 236,530
  
 16,014
6.77%
  
 194,370
  
 13,619
7.01%
Available-for-sale securities:
                            
  Taxable (5)
 1,667,936
  
 44,243
2.65%
  
 863,091
  
 32,033
3.71%
  
 898,073
  
 35,026
3.90%
  Non-taxable (6)
 271,170
  
 16,897
6.23%
  
 71,869
  
 5,039
7.01%
  
 71,596
  
 5,223
7.30%
 Federal funds sold, securities purchased under agreement to resell and short-term investments
 310,052
  
 868
0.28%
  
 376,328
  
 961
0.26%
  
 49,197
  
 205
0.42%
   Total interest earning assets and revenue
 12,143,391
  
 550,579
4.53%
  
 12,223,933
  
 593,897
4.86%
  
 12,078,437
  
 625,750
5.18%
Other assets
 1,347,685
        
 1,293,963
        
 1,275,150
      
Less:  allowance for credit losses
 (211,029)
        
 (213,060)
        
 (149,928)
      
                             
    Total
 $13,280,047
        
 $13,304,836
        
 $13,203,659
      
                             
LIABILITIES AND
                            
SHAREHOLDERS' EQUITY
                            
Deposits:
                            
                             
  Demand - interest bearing
 $4,907,058
  
 $22,646
0.46%
  
 $4,649,235
  
 $35,187
0.76%
  
 $4,051,362
  
 $40,047
0.99%
  Savings
 943,317
  
3,211
0.34%
  
 784,504
  
3,576
0.46%
  
 712,740
  
3,700
0.52%
  Other time
 3,322,733
  
61,709
1.86%
  
 3,782,727
  
83,999
2.22%
  
 3,633,453
  
101,308
2.79%
  Federal funds purchased,securities sold under agreement to repurchase,short-term FHLB borrowings and other short term borrowings
 437,589
  
555
0.13%
  
 539,524
  
1,384
0.26%
  
 1,175,708
  
2,378
0.20%
Junior subordinated debt securities
 160,312
  
11,451
7.14%
  
 160,312
  
11,461
7.15%
  
 160,312
  
11,630
7.25%
Long-term  FHLB borrowings
 66,673
  
3,368
5.05%
  
 111,547
  
6,013
5.38%
  
 290,582
  
11,452
3.93%
  Total interest bearing liabilities and expense
 9,837,682
  
102,940
1.05%
  
 10,027,849
  
141,620
1.41%
  
 10,024,157
  
170,515
1.70%
Demand deposits -
                            
  noninterest bearing
 2,078,298
        
 1,890,979
        
 1,758,175
      
Other liabilities
 123,299
        
 144,687
        
 165,722
      
  Total liabilities
 12,039,279
        
 12,063,515
        
 11,948,054
      
Shareholders' equity
 1,240,768
        
 1,241,321
        
 1,255,605
      
  Total
 $13,280,047
        
 $13,304,836
        
 $13,203,659
      
Net interest revenue-FTE
    
 $447,639
        
 $452,277
        
 $455,235
  
Net interest margin-FTE
      
3.69%
        
3.70%
        
3.77%
Net interest rate spread
      
3.49%
        
3.45%
        
3.48%
 
Interest bearing liabilities to interest earning assets
      
81.01%
        
82.03%
        
82.99%
 ___________________________
(1)  Includes taxable equivalent adjustment to interest of approximately $3,337,000, $3,326,000 and $3,302,000 in 2011, 2010 and 2009, respectively, using an effective tax rate of 35%.
(2)  Non-accrual loans are included in Loans and leases (net of unearned income).
(3)  Includes taxable equivalent adjustments to interest of approximately $186,000 in 2011 and $440,000 in 2010 and 2009 using an effective tax rate of 35%.
(4)  Includes taxable equivalent adjustments to interest of approximately $3,035,000, $5,605,000 and $4,767,000 in 2011, 2010 and 2009, respectively, using an effective tax rate of 35%.
(5)  Includes taxable equivalent adjustment to interest of approximately $254,000 in 2011 using an effective tax rate of 35%.
(6)  Includes taxable equivalent adjustment to interest of approximately $5,914,000, $1,764,000 and $1,827,000 in 2011, 2010 and 2009, respectively, using an effective tax rate of 35%.

Net interest revenue-FTE decreased 1.0% to $447.6 million in 2011 from $452.3 million in 2010, which represented a decrease of 0.7% from $455.2 million in 2009.  The slight decrease in net interest revenue-FTE for 2011 compared to 2010 was primarily a result of decreased net loans and leases combined with the continued declining loan yields and the increase in average lower rate securities.  The decrease in net interest revenue was somewhat offset by the decrease in higher rate long-term FHLB borrowings and other time deposits, resulting in a
 
 
32
 
decrease in interest expense related to those borrowings to $3.4 million for 2011 compared to $6.0 million for 2010.   The slight decrease in net interest revenue-FTE for 2010 compared to 2009 was a result of continued deposit growth, combined with a decrease in net loans and leases, resulting in an increase in short-term investments that had lower average rates earned than the average rates paid on the deposit growth.  The yield on interest earning assets declined 33 basis points to 4.53% in 2011 from 4.86% in 2010 and the average rate paid on interest bearing liabilities declined 36 basis points to 1.05% in 2011 compared to 1.41% in 2010.  The yield on interest earning assets declined 32 basis points to 4.86% in 2010 from 5.18% in 2009, which exceeded the decline of 29 basis points in the average rate paid on interest bearing liabilities to 1.41% in 2010 from 1.70% in 2009.  The declining loan yields experienced by the Company in 2011 and 2010 was a result of reduced interest rates with this decline being somewhat offset by the impact of the interest rate floors evident on a portion of the Company’s variable rate loans.  The effect of the interest rate floors on the Company’s variable rate loans is more fully discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Interest Rate Sensitivity.”
Interest revenue-FTE decreased 7.3% to $550.6 million in 2011 from $593.9 million in 2010, which represented a decrease of 5.1% from $625.8 million in 2009.  The decrease in interest revenue-FTE in 2011 and 2010 was primarily a result of the declining loan yields as interest rates were at historically low levels combined with decreased net loans and leases resulting in an overall decrease in the yield on average interest earning assets of 33 basis points during 2011 and 32 basis points during 2010.  Average interest earning assets decreased $80.5 million, or 0.7%, to $12.1 billion in 2011 and increased $145.5 million, or 1.2%, to $12.2 billion in 2010 from $12.1 billion in 2009.  The decrease in average interest earning assets during 2011 was primarily a result of the larger decreases in net loans and leases and short-term investments than the increase in securities, as the decrease in deposits resulted in less funds to invest in securities.  The increase in average interest earning assets during 2010 was primarily a result of the increase in short-term investments, which was attributable to continued deposit growth, combined with a decrease in net loans and leases.  
Interest expense decreased 27.3% to $102.9 million in 2011 from $141.6 million in 2010, which represented a decrease of 17.0% from $170.5 million in 2009.  The decrease in interest expense during 2011 was a result of the increase in average lower cost interest bearing demand deposits combined with the decrease in other time deposit rates and the decrease in average long-term deposits and long-term deposit rates, resulting in an overall decrease in the average rate paid of 36 basis points.  The decrease in interest expense during 2010 was a result of the increase in lower cost interest bearing demand deposits combined with the decrease in demand and other time deposit rates, resulting in an overall decrease in the average rate paid of 29 basis points during 2010.  Average interest bearing liabilities decreased $190.2 million, or 1.9%, to $9.8 billion in 2011 after remaining stable at $10.0 billion in 2010 and 2009.  The decrease in interest bearing liabilities in 2011 compared to 2010 was primarily a result of the decrease in short-term and long-term borrowings.  The decrease in short-term and long-term borrowings during 2010 was offset by the slightly larger increase in the Company’s interest bearing demand, savings and other time deposits, resulting in average interest bearing liabilities that remained flat from 2009 to 2010.
Net interest margin-FTE for 2011 was 3.69%, a decrease of one basis point from 3.70% for 2010, which represented a decrease of seven basis points from 3.77% for 2009.  The slight decrease in the net interest margin-FTE for 2011 compared to 2010 was primarily a result of the combination of increased average deposits and weak loan demand resulting in higher levels of average investments with lower yields than those earned on the loan portfolio.  During 2011, the Company was somewhat able to mitigate the effect of lower loan yields by increasing lower cost demand deposits and decreasing higher rate time deposits.  The decrease in the net interest margin-FTE for 2010 compared to 2009 was primarily a result of the higher level of average nonaccrual loans and the reversal of current year interest for loans placed on nonaccrual status or charged off.  The higher level of average nonaccrual loans and the reversal of current year interest for loans placed on nonaccrual status or charged off during 2010 decreased net interest margin-FTE by 14 basis points in 2010.  Also, the combination of increased deposits and weak loan demand resulted in higher levels of short-term investments with relatively low yields.
Net interest revenue-FTE may also be analyzed by segregating the rate and volume components of interest revenue and interest expense.  The table below presents an analysis of rate and average volume change in net interest revenue from 2010 to 2011 and from 2009 to 2010.  Changes that are not solely a result of volume or rate have been allocated to volume.

 
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2011 over 2010 - Increase (Decrease)
  
2010 over 2009 - Increase (Decrease)
(Taxable equivalent basis)
Volume
  
Rate
  
Total
  
Volume
  
Rate
  
Total
INTEREST REVENUE
(In thousands)
 
Loans and leases (net of unearned income)
 $(23,430)
  
 $(12,265)
  
 $(35,695)
  
 $(5,876)
  
 $(14,331)
  
 $(20,207)
Loans held for sale
 (642)
  
 (163)
  
 (805)
  
 (2,025)
  
 1,084
  
 (941)
Held-to-maturity securities:
                      
  Taxable
 (10,617)
  
 (12,835)
  
 (23,452)
  
 (1,111)
  
 (9,568)
  
 (10,679)
  Non-taxable
 (6,656)
  
 (685)
  
 (7,341)
  
 2,854
  
 (459)
  
 2,395
Available-for-sale securities:
                      
  Taxable
 21,349
  
 (9,139)
  
 12,210
  
 (1,298)
  
 (1,695)
  
 (2,993)
  Non-taxable
 12,419
  
 (561)
  
 11,858
  
 19
  
 (203)
  
 (184)
  
Federal funds sold, securities purchased under agreement to resell and short-term investments
 (186)
  
 93
  
 (93)
  
 835
  
 (79)
  
 756
  Total increase (decrease)
 (7,763)
  
 (35,555)
 -
 (43,318)
 -
 (6,602)
  
 (25,251)
 -
 (31,853)
                       
INTEREST EXPENSE
                      
Demand deposits - interest bearing
 1,190
  
 (13,731)
  
 (12,541)
  
 4,525
  
 (9,385)
  
 (4,860)
Savings deposits
 541
  
 (906)
  
 (365)
  
 327
  
 (451)
  
 (124)
Other time deposits
 (8,543)
  
 (13,747)
  
 (22,290)
  
 3,315
  
 (20,624)
  
 (17,309)
 
Federal funds purchased, securities sold under agreement to repurchase, short-term FHLB borrowings and other short term borrowings
 (129)
  
 (700)
  
 (829)
  
 (1,632)
  
 638
  
 (994)
 
Junior subordinated debt securities
 -
  
 (10)
  
 (10)
  
 -
  
 (169)
  
 (169)
Long-term FHLB borrowings
 (2,278)
  
 (367)
  
 (2,645)
  
 (9,651)
  
 4,212
  
 (5,439)
  Total increase (decrease)
 (9,219)
  
 (29,461)
  
 (38,680)
  
 (3,116)
  
 (25,779)
  
 (28,895)
                       
Total net increase (decrease)
 $1,456
  
 $(6,094)
  
 $(4,638)
  
 $(3,486)
  
 $528
  
 $(2,958)

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 December 31, 2011:


 
34
 
   
Interest Rate Sensitivity - Maturing or Repricing
       
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
  
$                                      303,663
  
$                                                      -
  
$                                              -
  
 $                                             -
Available-for-sale securities
  
 126,905
  
 213,472
  
 1,308,961
  
 864,180
Loans and leases, net of unearned income
  
 4,139,518
  
 1,674,333
  
 2,744,478
  
 311,982
Loans held for sale
  
 65,818
  
 343
  
 2,005
  
 15,292
  Total interest earning assets
  
 4,635,904
  
 1,888,148
  
 4,055,444
  
 1,191,454
INTEREST BEARING LIABILITIES:
                
Interest bearing demand and
                
  savings deposits
  
 5,698,527
  
 -
  
 -
  
 -
Other time deposits
  
 632,499
  
 1,307,134
  
 1,046,987
  
 243
 
Federal funds purchased, securities sold under agreement to repurchase, short-term FHLB borrowings and other short-term borrowings
  
 373,933
  
 1,500
  
 -
  
 -
 
Long-term FHLB borrowings and junior subordinated debt securities
  
 -
  
 -
  
 3,500
  
 190,312
Other
  
 1
  
 -
  
 68
  
 -
  Total interest bearing liabilities
  
 6,704,960
  
 1,308,634
  
 1,050,555
  
 190,555
Interest rate sensitivity gap
  
 $(2,069,056)
  
 $579,514
  
 $3,004,889
  
 $1,000,899
Cumulative interest sensitivity gap
  
 $(2,069,056)
  
 $(1,489,542)
  
 $1,515,347
  
 $2,516,246


In the event interest rates increase after December 31, 2011, based on this interest rate sensitivity gap, it is likely that the Company would experience decreased net interest revenue in the following one-year period, as the cost of funds would increase at a more rapid rate than interest revenue on interest earning assets.  Converse­ly, in the event interest rates decline after December 31, 2011, based on this interest rate sensitivity gap, the Company would likely experience slightly increased net interest revenue in the following one-year period.  It should be noted that the balances shown in the table above are at December 31, 2011 and may not be reflective of positions at other times during the year or in subsequent periods.  Allocations to specific interest rate sensitivity periods are based on the earlier of maturity or repricing dates.  The increased liability sensitivity in the 0 to 90 day category as compared to other categories was primarily a result of the Company’s utilization of shorter term, lower cost deposits to fund earning assets during 2011.
As of December 31, 2011, the Bank had $1.9 billion in variable rate loans with interest rates determined by a floor, or minimum rate.  This portion of the loan portfolio had an average interest rate earned of 4.66%, an average maturity of 30 months and a fully-indexed interest rate of 3.71% at December 31, 2011.  The fully-indexed interest rate is the interest rate that these loans would be earning without the effect of interest rate floors.  While the Bank benefits from interest rate floors in the current interest rate environment, loans currently earning their floored interest rate may not experience an immediate impact on the interest rate earned should key indices rise.  Key indices include, but are not limited to, the Wall Street Journal prime rate, the Bank’s prime rate and the London Interbank Offering Rate.  At December 31, 2011, the Company had $975.2 million, $1.2 billion and $724.9 million in variable rate loans with interest rates tied to the Bank’s prime rate, the Wall Street Journal prime rate and the London Interbank Offering Rate, respectively.  The Bank’s net interest margin may be negatively impacted by the timing and magnitude of a rise in key indices.

Interest Rate Risk Management
Interest rate risk refers to the potential changes in net interest income and Economic Value of Equity (“EVE”) resulting from adverse movements in interest rates.  EVE is defined as the net present value of the balance sheet’s cash flow.  EVE is calculated by discounting projected principal and interest cash flows under the current interest rate environment.  The present value of asset cash flows less the present value of liability cash flows derives
 
 
35
 
the net present value of the Company’s balance sheet.  The Company’s Asset / Liability Committee utilizes financial simulation models to measure interest rate exposure.  These models are designed to simulate the cash flow and accrual characteristics of the Company’s balance sheet.  In addition, the models incorporate assumptions about the direction and volatility of interest rates, the slope of the yield curve, and the changing composition of the Company’s balance sheet arising from both strategic plans and customer behavior.  Finally, management makes assumptions regarding loan and deposit growth, pricing, and prepayment speeds.
The sensitivity analysis included below delineates the percentage change in net interest income and EVE derived from instantaneous parallel rate shifts of plus and minus 400, 300, 200 and 100 basis points.  The impact of minus 400, 300, 200 and 100 basis point rate shocks as of December 31, 2011 and 2010 was not considered meaningful because of the historically low interest rate environment.  Variances were calculated from the base case scenario, which reflected current market rates.  Management of the Company assumed all non-maturity deposits have an average life of one day for calculating EVE, which management believes is the most conservative approach. In addition, management assumes a beta value of 1, or 100 percent, for all non-term deposits when calculating Net Income and Net Interest Income instantaneous rate shocks. "Beta", in the context of deposit rates, is defined as the percentage change in interest rate paid given a change in market rates.


 
Net Interest Income
 
% Variance from Base Case Scenario
Rate Shock
December 31, 2011
  
December 31, 2010
+400 basis points
-14.7%
  
NA
+300 basis points
-11.7%
  
NA
+200 basis points
-8.7%
  
-7.4%
+100 basis points
-4.9%
  
-4.1%
 -100 basis points
NM
  
NM
 -200 basis points
NM
  
NM
 -300 basis points
NM
  
NM
 -400 basis points
NM
  
NM
NM=not meaningful
    
NA=not available
      


 
Economic Value of Equity
 
% Variance from Base Case Scenario
Rate Shock
December 31, 2011
  
December 31, 2010
+400 basis points
-36.7%
  
NA
+300 basis points
-28.8%
  
NA
+200 basis points
-20.3%
  
-15.1%
+100 basis points
-10.9%
  
-8.1%
 -100 basis points
NM
  
NM
 -200 basis points
NM
  
NM
 -300 basis points
NM
  
NM
 -400 basis points
NM
  
NM
NM=not meaningful
    
NA=not available
      


In addition to instantaneous rate shocks, the Company monitors interest rate exposure through simulations of gradual interest rate changes over a 12-month time horizon.  The results of these analyses are included in the following table:

 
Net Interest Income
 
% Variance from Base Case Scenario
Rate Ramp
December 31, 2011
  
December 31, 2010
+200 basis points
-6.7%
  
-6.1%
 -200 basis points
NM
  
NM
NM=not meaningful
    
 
 
 
36
 
Provision for Credit Losses and Allowance for Credit Losses
In the normal course of business, the Bank assumes risks in extending credit.  The Bank manages these risks through underwriting in accordance with its lending policies, loan review procedures and the diversification of its loan and lease portfolio.  Although it is not possible to predict credit losses with certainty, management regularly reviews the characteristics of the loan and lease portfolio to determine its overall risk profile and quality.
The provision for credit losses is the periodic cost of providing an allowance or reserve for estimated probable losses on loans and leases.  The Bank’s Board of Directors has appointed a loan loss reserve valuation committee (the “Loan Loss Committee”), which bases its estimates of credit losses on three primary components:  (1) estimates of inherent losses that may exist in various segments of performing loans and leases; (2) specifically identified losses in individually analyzed credits; and (3) qualitative factors that may impact the performance of the loan and lease portfolio.  Factors such as financial condition of the borrower and guarantor, recent credit performance, delinquency, liquidity, cash flows, collateral type and value are used to assess credit risk.  Expected loss estimates are influenced by the historical losses experienced by the Bank for loans and leases of comparable creditworthiness and structure.  Specific loss assessments are performed for loans and leases of significant size and delinquency based upon the collateral protection and expected future cash flows to determine the amount of impairment under FASB ASC 310, Receivables (“FASB ASC 310”).  In addition, qualitative factors such as changes in economic and business conditions, concentrations of risk, loan and lease growth, acquisitions and changes in portfolio risk resulting from regulatory changes are considered in determining the adequacy of the level of the allowance for credit losses.
Attention is paid to the quality of the loan and lease portfolio through a formal loan review process. An independent loan review department of the Bank is responsible for reviewing the credit rating and classification of individual credits and assessing trends in the portfolio, adherence to internal credit policies and procedures and other factors that may affect the overall adequacy of the allowance for credit losses.  The Loan Loss Committee is responsible for ensuring that the allowance for credit losses provides coverage of both known and inherent losses.  The Loan Loss Committee meets at least quarterly to determine the amount of adjustments to the allowance for credit losses.   The Loan Loss Committee is composed of senior management from the Bank’s loan administration and finance departments.  In 2010, the Bank established a real estate risk management group and an Impairment Committee.  The real estate risk management group oversees compliance with regulations and U.S. GAAP related to lending activities where real estate is the primary collateral.  The Bank’s board of directors has appointed an impairment committee (the “Impairment Committee”), which is responsible for evaluating loans that have been specifically identified through various channels, including examination of the Bank’s watch list, past due listings, findings of the internal loan review department, loan officer assessments and loans to borrowers or industries known to be experiencing problems.  For all loans identified, the responsible loan officer in conjunction with his credit administrator is required to prepare an impairment analysis to be reviewed by the Impairment Committee.  The Impairment Committee deems that a loan is impaired if it is probable that the Company will be unable to collect the contractual principal and interest on the loan.  The Impairment Committee also evaluates the circumstances surrounding the loan in order to determine if the loan officer used the most appropriate method for assessing the impairment of the loan (i.e., present value of expected future cash flows, observable market price or fair value of the underlying collateral).  The Impairment Committee meets on a monthly basis.
If concessions are granted to a borrower as a result of its financial difficulties, the loan is classified as a troubled debt restructuring (“TDR”) and analyzed for possible impairment as part of the credit approval process.  TDRs are reserved in accordance with FASB ASC 310 in the same manner as impaired loans that are not TDRs.  Should the borrower’s financial condition, collateral protection or performance deteriorate, warranting reassessment of the loan rating or impairment, additional reserves may be required.
Loans of $200,000 or more that become 60 or more days past due are identified for review by the Impairment Committee, which decides whether an impairment exists and to what extent a specific allowance for loss should be made.  Loans that do not meet these requirements may also be identified by management for impairment review.  Loans subject to such review are evaluated as to collateral dependency, current collateral value, guarantor or other financial support and likely disposition.  Each such loan is individually evaluated for impairment.  The impairment evaluation of real estate loans generally focuses on the fair value of underlying collateral obtained from appraisals, as the repayment of these loans may be dependent on the liquidation of the collateral.  In certain circumstances, other information such as comparable sales data is deemed to be a more reliable indicator of fair value of the underlying collateral than the most recent appraisal.  In these instances, such information is used in determining the impairment recorded for the loan.  As the repayment of commercial and industrial loans is generally dependent upon the cash flow of the borrower or guarantor support, the impairment evaluation generally focuses on
 
37
 
the discounted future cash flows of the borrower or guarantor support, as well as the projected liquidation of any pledged collateral.  The Impairment Committee reviews the results of each evaluation and approves the final impairment amounts, which are then included in the analysis of the adequacy of the allowance for credit losses in accordance with FASB ASC 310.  Loans identified for impairment are placed in non-accrual status.
The Company’s policy is to obtain an appraisal at the time of loan origination for real estate collateral securing a loan of $250,000 or more, consistent with regulatory guidelines. The Company’s policy is to obtain an updated appraisal when certain events occur, such as the refinancing of the debt, the renewal of the debt or events that indicate potential impairment.  A new appraisal is generally ordered for loans greater than $200,000 that have characteristics of potential impairment, such as delinquency or other loan-specific factors identified by management, when a current appraisal (dated within the prior 12 months) is not available or when a current appraisal uses assumptions that are not consistent with the expected disposition of the loan collateral.  In order to measure impairment properly at the time that a loan is deemed to be impaired, a staff appraiser may estimate the collateral fair value based upon earlier appraisals, sales contracts, approved foreclosure bids, comparable sales, officer estimates or current market conditions until a new appraisal is received.  This estimate can be used to determine the extent of the impairment on the loan.  After a loan is deemed to be impaired, it is management’s policy to obtain an updated appraisal on at least an annual basis.  Management performs a review of the pertinent facts and circumstances of each impaired loan, such as changes in outstanding balances, information received from loan officers, and receipt of re-appraisals, on a monthly basis.  As of each review date, management considers whether additional impairment should be recorded based on recent activity related to the loan-specific collateral as well as other relevant comparable assets.  Any adjustment to reflect further impairments, either as a result of management’s periodic review or as a result of an updated appraisal, are made through recording additional loan loss provisions or charge-offs.
At December 31, 2011, impaired loans totaled $234.9 million, which was net of cumulative charge-offs of $52.2 million.  Additionally, the Company had specific reserves of $39.7 million included in the allowance for credit losses.  Impaired loans at December 31, 2011 were primarily from the Company’s residential construction, acquisition and development real estate and commercial real estate portfolios.  Impaired loan charge-offs are determined necessary when management does not anticipate any future recovery of collateral values.  The loans were evaluated for impairment based on the fair value of the underlying collateral securing the loan.  As part of the impairment review process, appraisals are used to determine the property values.  The appraised values that are used are generally based on the disposition value of the property, which assumes Bank ownership of the property “as-is” and a 180-day marketing period.  If a current appraisal or one with an inspection date within the past 12 months using the necessary assumptions is not available, a new third-party appraisal is ordered.  In cases where an impairment exists and a current appraisal is not available at the time of review, a staff appraiser may determine an estimated value based upon earlier appraisals, the sales contract, approved foreclosure bids, comparable sales, comparable appraisals, officer estimates or current market conditions until a new appraisal is received.  After a new appraisal is received, the value used in the review will be updated and any adjustments to reflect further impairments are made.  Appraisals are obtained from state-certified appraisers based on certain assumptions which may include foreclosure status, bank ownership, other real estate owned marketing period of 180 days, costs to sell, construction or development status and the highest and best use of the property.  A staff appraiser may make adjustments to appraisals based on sales contracts, comparable sales and other pertinent information if an appraisal does not incorporate the effect of these assumptions.
When a guarantor is relied upon as a source of repayment, it is the Company’s policy to analyze the strength of the guaranty.  This analysis varies based on circumstances, but may include a review of the guarantor’s personal and business financial statements and credit history, a review of the guarantor’s tax returns and the preparation of a cash flow analysis of the guarantor.  Management will continue to update its analysis on individual guarantors as circumstances change.  Because of the continued weakness in the economy, subsequent analyses may result in the identification of the inability of some guarantors to perform under the agreed upon terms.
Any loan or portion thereof which is classified as “loss” by regulatory examiners or which is determined by management to be uncollectible, because of factors such as the borrower’s failure to pay interest or principal, the borrower’s financial condition, economic conditions in the borrower’s industry or the inadequacy of underlying collateral, is charged off.
 

 
 
38
 
    An analysis of the allowance for credit losses for the five years ended December 31, 2011 is provided in the following table:

   
2011
    
2010
    
2009
    
2008
    
2007
  
   
(Dollars in thousands)
  
Balance, beginning of period
   $ 196,913     $ 176,043     $ 132,793     $ 115,197     $ 98,834  
                                         
Loans and leases charged off:
                                        
Commercial and industrial
     (17,337 )     (11,879 )     (9,534 )     (7,124 )     (2,656 )
Real estate
                                        
  Consumer mortgages
     (10,186 )     (25,639 )     (13,917 )     (8,161 )     (4,801 )
  Home equity
     (5,852 )     (5,215 )     (5,372 )     (1,307 )     (537 )
  Agricultural
     (3,420 )     (1,201 )     (848 )     (381 )     (45 )
  Commercial and industrial-owner occupied
     (10,302 )     (9,200 )     (4,033 )     (1,970 )     (1,126 )
  Construction, acquisition and development
     (67,362 )     (113,237 )     (32,638 )     (15,332 )     (818 )
  Commercial
     (17,436 )     (14,084 )     (3,584 )     (814 )     (465 )
Credit cards
     (3,072 )     (4,559 )     (4,770 )     (3,636 )     (2,979 )
All other
     (7,088 )     (6,008 )     (3,517 )     (3,342 )     (3,414 )
Total loans and leases charged off
     (142,055 )     (191,022 )     (78,213 )     (42,067 )     (16,841 )
                                         
Recoveries:
                                        
Commercial and industrial
     1,567       1,330       761       1,134       997  
Real estate
                                        
  Consumer mortgages
     1,111       1,448       824       532       836  
  Home equity
     185       179       109       30       117  
  Agricultural
     123       12       2       -       29  
  Commercial and industrial-owner occupied
     393       399       297       75       261  
  Construction, acquisition and development
     3,951       1,706       128       263       27  
  Commercial
     1,045       845       189       23       126  
Credit cards
     803       829       617       319       282  
All other
     1,001       1,128       1,212       1,537       1,680  
Total recoveries
     10,179       7,876       4,139       3,913       4,355  
                                         
Net charge-offs
     (131,876 )     (183,146 )     (74,074 )     (38,154 )     (12,486 )
                                         
Provision charged to operating expense
     130,081       204,016       117,324       56,176       22,696  
Other, net
     -       -       -       (426 )     6,153  
Balance, end of period
   $ 195,118     $ 196,913     $ 176,043     $ 132,793     $ 115,197  
                                         
  
Loans and leases, net of unearned income - average
   $ 9,159,431     $ 9,621,529     $ 9,734,580     $ 9,429,963     $ 8,784,940  
                                         
 
Loans and leases, net of unearned income - period end
   $ 8,870,311     $ 9,333,107     $ 9,775,136     $ 9,691,277     $ 9,179,684  
                                         
RATIOS
                                        
Net charge-offs to average loans and leases
     1.44 %     1.90 %     0.76 %     0.40 %     0.14 %
  
Provision for credit losses to average loans and leases, net of unearned income
     1.42 %     2.12 %     1.21 %     0.60 %     0.26 %
 
Allowance for credit losses to loans and leases, net of unearned income
     2.20 %     2.11 %     1.80 %     1.37 %     1.25 %
 
Allowance for credit losses to net charge-offs (annualized)
     147.96 %     107.52 %     237.66 %     348.04 %     922.61 %

Net charge-offs decreased $51.3 million, or 28.0%, in 2011 compared to 2010, and increased $109.0 million, or 147.2%, in 2010 compared to 2009.  Net charge-offs as a percentage of average loans and leases
 
 
39
 
decreased to 1.44% in 2011 compared to 1.90% in 2010 after having increased from 0.76% in 2009.  These decreases were primarily a result of decreased losses within the real estate construction, acquisition and development and consumer mortgage segments of the Company’s loan and lease portfolio.  The losses experienced in these segments were primarily a result of the weakened financial condition of the corresponding borrowers and guarantors.  These borrowers’ weakened state hindered their ability to service their loans with the Company, which caused a number of loans to become collateral dependent.  Once it is determined a loan’s repayment is dependent upon the underlying collateral, the loan is charged down to net realizable value or a specific reserve is allocated to the loan.  While this process resulted in an increased level of charge-offs in 2010, it resulted in a decreased level of charge-offs in 2011 as updated appraisals came in closer to loan carrying values.  The decreased level of charge-offs in 2011 resulted in an increase in the ratio of the allowance for credit losses to annualized charge-offs to 147.96% after having declined to 107.52% in 2010.
The provision for credit losses decreased to $130.1 million in 2011 compared to a provision of $204.0 million in 2010 as a result of a decrease in net charge-offs, a decline in the formation of new non-accrual loans, including fewer loans being identified for impairment, continued stabilization in values of previously impaired loans, and a significant decrease in NPLs.  The increase in the provision for credit losses in 2010 compared to 2009 was primarily a result of the significant declines in collateral values and the financial stress placed on borrowers as a result of the lackluster prevailing economic environment.
As of December 31, 2011 and 2010, 85% and 79%, respectively, of nonaccrual loans had been charged down to net realizable value or had specific reserves to reflect recent appraised values.  As a result, impaired loans had an aggregate net book value of 68% and 67% of their contractual principal balance at December 31, 2011 and 2010, respectively.  Nonaccrual loans not impaired are loans not determined to be collaterally dependant.
The breakdown of the allowance by loan and lease segment and class is based, in part, on evaluations of specific loan and lease histories and on economic conditions within specific industries or geographical areas.  Accordingly, because all of these conditions are subject to change, the allocation is not necessarily indicative of the breakdown of any future allowance for losses.  The following table presents (i) the breakdown of the allowance for credit losses by loan and lease segment and class and (ii) the percentage of each segment and class  in the loan and lease portfolio to total loans and leases at the dates at December 31 of each of the years indicated:

   
2011
  
2010
  
2009
         
% of Loans
        
% of Loans
        
% of Loans
   
Allowance
    
in Each
  
Allowance
    
in Each
  
Allowance
    
in Each
   
for
    
Category
  
for
    
Category
  
for
    
Category
   
Credit
    
to Total
  
Credit
    
to Total
  
Credit
    
to Total
   
Loss
    
Loans
  
Loss
    
Loans
  
Loss
    
Loans
   
(Dollars in thousands)
Commercial and industrial
   $ 20,724       16.6 %   $ 22,479       16.1 %   $ 21,154       15.1 %
Real estate
                                                
  Consumer mortgages
     36,529       21.8       35,540       20.8       37,048       20.5  
  Home equity
     8,630       5.8       7,305       5.8       7,218       5.6  
  Agricultural
     3,921       2.7       4,997       2.7       4,192       2.7  
  Commercial and industrial-owner occupied
     21,929       14.6       20,403       14.2       22,989       14.7  
  Construction, acquisition and development
     45,562       10.2       59,048       12.5       46,193       14.9  
  Commercial
     39,444       19.7       33,439       19.4       26,694       18.4  
Credit cards
     4,021       1.2       4,126       1.1       3,481       1.1  
All other
     14,358       7.4       9,576       7.4       7,074       7.0  
     Total
   $ 195,118       100.0 %   $ 196,913       100.0 %   $ 176,043       100.0 %


 
40
 
 
2008
  
2007
     
% of Loans
      
% of Loans
 
Allowance
  
in Each
  
Allowance
  
in Each
 
for
  
Category
  
for
  
Category
 
Credit
  
to Total
  
Credit
  
to Total
 
Loss
  
Loans
  
Loss
  
Loans
 
(Dollars in thousands)
Commercial and industrial
 $19,150
  
14.7
%
  
 $17,764
  
15.0
%
Real estate
                  
  Consumer mortgages
31,158
  
21.5
    
28,632
  
23.0
  
  Home equity
 5,689
  
5.3
    
 4,401
  
4.5
  
  Agricultural
 3,167
  
2.4
    
 2,368
  
1.9
  
  Commercial and industrial-owner occupied
 17,982
  
15.0
    
 18,194
  
15.8
  
  Construction, acquisition and development
 29,771
  
17.4
    
 19,903
  
18.1
  
  Commercial
 17,899
  
16.1
    
 14,564
  
12.9
  
Credit cards
 1,572
  
1.0
    
 3,111
  
1.1
  
All other
 6,405
  
6.6
    
 6,260
  
7.7
  
     Total
 $132,793
  
100.0
%
  
 $115,197
  
100.0
%


Noninterest Revenue
The components of noninterest revenue for the years ended December 31, 2011, 2010 and 2009 and the percentage change between such years are shown in the follow­ing table:


   
2011
  
2010
  
2009
   
Amount
  
% Change
  
Amount
  
% Change
  
Amount
   
 (Dollars in thousands)
Mortgage lending
  
 $17,069
  
(42.6)
%
  
 $29,745
  
(7.7)
%
  
 $32,225
Credit card, debit card and merchant fees
  
 42,373
  
12.5
    
 37,663
  
10.0
    
 34,244
Service charges
  
 66,670
  
(5.7)
    
 70,690
  
(3.0)
    
 72,864
Trust income
  
 12,186
  
9.3
    
 11,149
  
15.0
    
 9,698
Securities gains (losses), net
  
 12,127
  
372.1
    
 2,569
  
NM
    
 (55)
Insurance commissions
  
 86,918
  
5.8
    
 82,172
  
1.5
    
 80,937
Annuity fees
  
 3,323
  
34.3
    
 2,474
  
(33.5)
    
 3,721
Brokerage commissions and fees
  
 5,918
  
7.4
    
 5,512
  
14.8
    
 4,803
Bank-owned life insurance
  
 7,662
  
(1.0)
    
 7,737
  
(10.2)
    
 8,614
Other miscellaneous income
  
 16,599
  
15.0
    
 14,433
  
(48.9)
    
 28,225
                         
Total noninterest revenue
  
 $270,845
  
2.5
%
  
 $264,144
  
(4.0)
%
  
 $275,276
 
NM = not meaningful

The Company’s revenue from mortgage lending typically fluctuates as mortgage interest rates change and is primarily attributable to two activities - origination and sale of new mortgage loans and servicing mortgage loans.  Since the Company does not hedge the change in fair value of its MSRs, mortgage revenue can be significantly affected by changes in the valuation of MSRs in changing interest rate environments.  The Company’s normal practice is to originate mortgage loans for sale in the secondary market and to either retain or release the associated MSRs with the loan sold.  The Company records MSRs at fair value on a recurring basis with subsequent remeasurement of MSRs based on change in fair value in accordance with FASB ASC 860.   For more information about the Company’s treatment of MSRs, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Mortgage Servicing Rights” of this Report.
 
 
41
 
In the course of conducting the Company’s mortgage lending activities of originating mortgage loans and selling those loans in the secondary market, various representations and warranties are made to the purchasers of the mortgage loans.  These representations and warranties also apply to underwriting the real estate appraisal opinion of value for the collateral securing these loans.  Under the representations and warranties, failure by the Company to comply with the underwriting and/or appraisal standards could result in the Company being required to repurchase the mortgage loan or to reimburse the investor for losses incurred (i.e., make whole requests) if such failure cannot be cured by the Company within the specified period following discovery.  During 2011, seven mortgage loans totaling approximately $803,000 were repurchased or otherwise settled as a result of underwriting and appraisal standard exceptions or make whole requests.  Losses of approximately $181,000 were recognized related to these repurchased and make whole loans.  During 2010, eleven mortgage loans totaling $1.6 million were repurchased or otherwise settled as a result of underwriting and appraisal standard exceptions or make whole request.  Losses of approximately $314,000 were recognized related to these repurchased and make whole loans.
At December 31, 2011, the Company had reserved approximately $959,000 for potential losses from representation and warranty obligations.  The reserve is based on the Company’s repurchase and loss trends, and quantitative and qualitative factors that may result in anticipated losses different than historical loss trends, including loan vintage, underwriting characteristics and macroeconomic trends.
Management believes that the Company’s foreclosure process related to mortgage loans continues to operate effectively.  A mortgage loan foreclosure committee of the Bank reviews all delinquent loans before beginning the foreclosure process.  All documents and activities related to the foreclosure process are executed in-house by mortgage department personnel.
Origination revenue, a component of mortgage lending revenue, is comprised of gains or losses from the sale of the mortgage loans originated, origination fees, underwriting fees and other fees associated with the origination of loans.  Mortgage loan origination volumes of $1.2 billion, $1.4 billion and $1.5 billion produced origination revenue of $24.3 million, $28.6 million and $25.7 million for 2011, 2010 and 2009, respectively.  The decrease in customer demand for refinancing contributed to the decrease in mortgage loan origination volumes and the corresponding decrease in origination revenue in 2011 compared to 2010.  While volume decreased slightly in 2010 compared to 2009, better pricing and delivery execution resulted in an increase of 11.2% in mortgage lending revenue.
Revenue from the servicing process, another component of mortgage lending revenue, includes fees from the actual servicing of loans.  Revenue from the servicing of loans was $12.9 million, $11.9 million and $10.8 million for 2011, 2010 and 2009, respectively.  Changes in the fair value of the Company’s MSRs are generally a result of changes in mortgage interest rates from the previous reporting date.  An increase in mortgage interest rates typically results in an increase in the fair value of the MSRs while a decrease in mortgage interest rates typically results in a decrease in the fair value of MSRs.  The fair value of MSRs is impacted by principal payments, prepayments and payoffs on loans in the servicing portfolio.  Decreases in value from principal payments, prepayments and payoffs were $6.2 million, $6.8 million and $6.7 million for 2011, 2010 and 2009, respectively.  The Company does not hedge the change in fair value of its MSRs and is susceptible to significant fluctuations in their value in changing interest rate environments.  Reflecting this sensitivity to interest rates, the fair value of MSRs decreased $14.0 million in 2011, decreased $4.0 million in 2010 and increased $2.4 million in 2009.
 
 
42
 
The following table presents the Company’s mortgage lending operations for 2011, 2010 and 2009:

   
2011
  
2010
  
2009
   
Amount
  
% Change
  
Amount
  
% Change
  
Amount
   
(Dollars in thousands)
Production revenue:
                        
  Origination
  
 $24,286
  
 (15.2)
%
  
 $28,635
  
 11.2
%
  
 $25,746
  Servicing
  
 12,929
  
 8.5
    
 11,920
  
 10.5
    
 10,783
  Payoffs/Paydowns
  
 (6,180)
  
 9.7
    
 (6,781)
  
 (1.1)
    
 (6,706)
    Total
  
 31,035
  
 (8.1)
    
 33,774
  
 13.2
    
 29,823
Market value adjustment
  
 (13,966)
  
 (246.6)
    
 (4,029)
  
 NM
    
 2,402
Mortgage lending revenue
  
 $17,069
  
 (42.6)
    
 $29,745
  
 (7.7)
    
 $32,225
                         
   
(Dollars in millions)
Origination volume
  
 $1,213
  
 (15.8)
    
 $1,440
  
 (6.6)
    
 $1,542
                         
Mortgage loans serviced at year-end
 $4,293
  
 10.9
    
 $3,871
  
 11.6
    
 $3,469
 
NM=not meaningful

Credit card, debit card and merchant fees increased in 2011 compared to 2010 and in 2010 compared to 2009 as a result of an increase in the number and monetary volume of items processed.  As a result of the impact of the Durbin Amendment, among other factors, debit card revenue was reduced in 2011 by $3.0 million.  Management estimates that debit card revenue could be reduced in 2012 by more than $13.0 million as a result of the impact of the Durbin Amendment.
Service charges on deposit accounts, which include insufficient fund fees, decreased in 2011 when compared to 2010 and in 2010 compared to 2009 as a result of a lower volume of items processed and changes in banking regulations related to overdraft fees.  As a result of recent changes in banking regulations, and, in particular, the Federal Reserve’s new rules pertaining to certain overdraft payments on consumer accounts and the FDIC’s Overdraft Payment Programs and Consumer Protection Final Overdraft Payment Supervisory Guidance, service charge revenue decreased by $6.7 million in 2011.  The Company has taken steps to mitigate the impact of these new regulations on the Company’s service charge revenue by offering new deposit products to customers.
Trust income increased in 2011 compared to 2010 and in 2010 compared to 2009 primarily as a result of increases in the value of assets under management or in custody, as revenue is earned on assets under management.
Net securities gains of $12.1 million and $2.6 million were recorded in 2011 and 2010, respectively, while net securities losses of approximately $55,000 were recorded in 2009.  These amounts reflected the sales and calls of securities from the available-for-sale portfolio and held-to-maturity portfolio.  Some of the sales of available-for-sale securities in 2011 were previously classified as held-to-maturity, because during the second quarter of 2011, the Company determined that it no longer had the intent to hold until maturity all securities that were previously classified as held-to-maturity.  Any sales of held-to-maturity securities occurred within three months of maturity and were so near maturity that management believed changes in interest rates would not have a significant impact on fair value.  The security activity in 2010 and 2009 included other-than-temporary impairment charges of $2.1 million and approximately $250,000 for 2010 and 2009, respectively, with no other-than-temporary impairment charge recorded in 2011.  The other-than-temporary impairment charges related to the Company’s investment in pooled trust preferred securities.  The fair value of these securities was negatively impacted by prevailing market conditions.  Subsequent to the other-than-temporary charges in 2010 and 2009, the pooled trust preferred securities had no remaining book value.
Insurance commissions increased 5.8% in 2011 compared to 2010 as a result of new policies written and growth from existing customers while insurance commissions remained relatively stable in 2010 compared to 2009.  Annuity fees increased 34.3% in 2011 compared to 2010 as a result of customers shifting funds from lower rate deposit accounts to higher rate annuity products.  Annuity fees decreased 33.5% in 2010 compared to 2009 as a result of the prevailing interest rate environment during 2010.
Brokerage commissions and fees increased in 2011 and 2010 because activity increased subsequent to the first quarter of 2010 as the financial markets recovered somewhat.  Bank-owned life insurance revenue remained
 
 
43
 
relatively stable in 2011 compared to 2010 but decreased 10.2% in 2010 compared to 2009 as a result of the Company recording life insurance proceeds of $1.4 million net of cash surrender value during 2009.
Other miscellaneous income includes safe deposit box rental income, gain or loss on disposal of assets, and other non-recurring revenue items.  Other miscellaneous income increased 15.0% in 2011 compared to 2010 primarily as a result of gains of $2.2 million on the dispositions of fixed assets during 2011.  Other miscellaneous income decreased in 2010 compared to 2009 as a result of various non-recurring items in 2009, including interest on tax refunds of $2.8 million, a gain of $3.7 million from the sale of the Company’s remaining student loans as the Company is no longer originating and selling student loans, a gain of $1.8 million on the sale of the Company’s remaining shares of MasterCard, Inc. common stock, and an insurance recovery of $1.3 million related to a casualty loss.

Noninterest Expense
The components of noninterest expense for the years ended December 31, 2011, 2010 and 2009 and the percentage change between years are shown in the following table:


   
2011
    
2010
    
2009
  
   
Amount
    
% Change
    
Amount
    
% Change
    
Amount
  
   
(Dollars in thousands)
  
Salaries and employee benefits
   $ 282,880       4.1 %   $ 271,688       (2.5 ) %   $ 278,734  
Occupancy, net
     42,362       (1.5 )     43,008       2.1       42,108  
Equipment
     21,707       (3.9 )     22,598       (3.9 )     23,508  
Deposit insurance assessments
     21,316       10.7       19,259       (2.1 )     19,672  
Prepayment penalty on FHLB borrowings
     9,778    
NM
       -    
NM
       -  
Advertising
     5,098       (4.8 )     5,354       (16.0 )     6,377  
Foreclosed property expense
     27,796       51.4       18,355       35.0       13,599  
Telecommunications
     8,386       (11.4 )     9,466       6.9       8,854  
Public relations
     5,727       (5.9 )     6,088       3.2       5,900  
Data Processing
     9,677       59.5       6,068       (1.7 )     6,175  
Computer software
     7,502       2.3       7,334       1.0       7,260  
Amortization of intangibles
     3,324       (15.0 )     3,909       (21.1 )     4,957  
Legal fees
     9,170       50.3       6,102       (29.0 )     8,593  
Postage and shipping
     4,812       (4.6 )     5,044       2.1       4,939  
Other miscellaneous expense
     74,098       18.1       62,760       5.8       59,341  
Total noninterest expense
   $ 533,633       9.6 %   $ 487,033       (0.6 ) %   $ 490,017  
NM = not meaningful
  

Salaries and employee benefits increased slightly in 2011 compared to 2010 primarily because of an increase in insurance commissions as insurance revenue increased over the same periods combined with an increase in the cost of employee health care benefits and pension expenses.  Salaries and employee benefits decreased slightly in 2010 compared to 2009 primarily because the Company employed fewer people during 2010, combined with a decrease in the amounts accrued under the Company’s incentive plans.  Pension plan costs, a component of salaries and employee benefits expense, increased in 2011 to $4.9 million after decreasing in 2010 to $3.7 million from $8.1 million in 2009.  Occupancy expense remained relatively stable in 2011 compared to 2010 after increasing slightly in 2010 compared to 2009, principally as a result of additional branch offices, bank buildings, insurance agencies and facilities opened during 2010 and 2009.
Equipment expense decreased in 2011 compared to 2010 and in 2010 compared to 2009 as a result of a decrease in depreciation expense coupled with the Company’s continued focus on controlling such expenses.  The increase in deposit insurance assessments in 2011 compared to 2010 was primarily a result of a slightly higher assessment rate.  Effective as of the second quarter of 2011, the FDIC bases the deposit insurance assessment on a redefined assessment base and a new scorecard method to calculate the assessment rate.  The decrease in deposit insurance assessments in 2010 compared to 2009 was primarily a result of the special FDIC assessment during the second quarter of 2009 with no special assessment during 2010, offset somewhat by deposit growth and a slightly higher assessment rate.  The Company was assessed a special FDIC assessment of $6.1 million during the second
 
 
44
 
quarter of 2009.  During the second quarter of 2011, the Company recorded $9.8 million in expenses related to the early repayment of FHLB advances.  No early repayments were made during 2010 or 2009.
Foreclosed property expense increased in 2011 and 2010 as the Company experienced losses on the sale and larger writedowns of other real estate owned as a result of the decline in property values attributable to the prevailing economic environment.  During 2011, the Company added $125.2 million to other real estate owned through foreclosure.  Sales of other real estate owned in 2011 were $64.5 million resulting in a net loss on sale of other real estate owned of $1.1 million.  The components of foreclosed property expense for the years ended December 31, 2011, 2010 and 2009 and the percentage change between years are shown in the following table:

   
2011
  
2010
  
2009
   
Amount
  
% Change
  
Amount
  
% Change
  
Amount
   
 (Dollars in thousands)
Loss on sale of other real estate owned
  
 $1,079
  
(71.3)
%
  
 $3,762
  
20.9
%
  
 $3,111
Writedown of other real estate owned
  
 20,353
  
95.1
    
 10,432
  
35.1
    
 7,720
Other foreclosed property expense
  
 6,364
  
52.9
    
 4,161
  
50.3
    
 2,768
Total foreclosed property expense
  
 $27,796
  
51.4
%
  
 $18,355
  
35.0
%
  
 $13,599

The increase in various other components of other noninterest expense were primarily a result of market increases and general inflation in the cost of services and supplies purchased by the Company during 2011, as well as accruals for litigation contingencies and a one-time expense of $3.1 million related to the closure of 22 branch offices under the Company’s branch optimization project.  Included in noninterest expense in 2009 was $2.4 million in litigation contingencies primarily related to the adverse resolution of a legal matter.

Income Taxes
The Company recorded income tax expense of $4.4 million in 2011 compared to an income tax benefit of $8.7 million in 2010 and an income tax expense of $30.1 million in 2009.  The increase in income tax expense in 2011 was primarily a result of the increase in pre-tax income, which increased 195.3% in 2011 compared to 2010.  The income tax benefit in 2010 was a result of the decrease in taxable income in 2010 compared to 2009, while tax preference items, such as tax-exempt interest income, remained relatively consistent with prior years.  The primary differences between the Company’s recorded expense for 2011 and the expense that would have resulted from applying the U.S. statutory tax rate of 35% to the Company’s pre-tax income were the effects of tax-exempt income and other tax preference items.

FINANCIAL CONDITION

The percentage of earning assets to total assets measures the effectiveness of management’s efforts to invest available funds into the most efficient and profitable uses.  Earning assets at December 31, 2011 were $11.8 billion, or 90.6% of total assets, compared with $12.5 billion, or 91.5% of total assets, at December 31, 2010.

Loans and Leases
The Bank’s loan and lease portfolio represents the largest single component of the Company’s earning asset base, comprising 75.4% of average earning assets during 2011.  The Bank’s lending activities include both commercial and consumer loans and leases.  Loan and lease originations are derived from a number of sources, including direct solicitation by the Bank’s loan officers, existing depositors and borrowers, builders, attorneys, walk-in customers and, in some instances, other lenders, real estate broker referrals and mortgage loan companies.  The Bank has established systematic procedures for approving and monitoring loans and leases that vary depending on the size and nature of the loan or lease, and applies these procedures in a disciplined manner.  The Company’s loans and leases are widely diversified by borrower and industry.  Loans and leases, net of unearned income, totaled $8.9 billion at December 31, 2011, representing a 5.0% decrease from $9.3 billion at December 31, 2010.  The decrease in loans and leases, net of unearned income, was primarily a result of continued low loan demand in the markets served by the Company; however, the Company was able to replace some loan runoff with new loan production, particularly out of its Texas and Louisiana markets.

 
 
45
 
The following table shows the composition of the Company’s gross loans and leases by collateral type at December 31 for the years indicated:

                   
 
2011
  
2010
  
2009
  
2008
  
2007
 
(In thousands)
                   
Commercial and industrial
 $1,484,967
  
 $1,505,471
  
 $1,484,011
  
 $1,433,690
  
 $1,387,548
Real estate
                  
  Consumer mortgages
 1,945,190
  
 1,978,145
  
 2,017,067
  
 2,096,568
  
 2,118,641
  Home equity
 514,362
  
 543,272
  
 550,085
  
 511,480
  
 411,346
  Agricultural
 239,487
  
 252,292
  
 262,069
  
 234,024
  
 173,575
  Commercial and industrial- owner occupied
 1,301,575
  
 1,331,473
  
 1,449,554
  
 1,465,027
  
 1,453,158
  Construction, acquisition and development
 908,362
  
 1,148,161
  
 1,459,503
  
 1,689,719
  
 1,671,359
  Commercial
 1,754,022
  
 1,816,951
  
 1,806,766
  
 1,568,956
  
 1,192,353
Credit cards
 106,281
  
 106,345
  
 108,086
  
 93,650
  
 104,037
All other
 657,012
  
 694,241
  
 685,845
  
 647,753
  
 715,478
Total gross loans and leases
 $8,911,258
  
 $9,376,351
  
 $9,822,986
  
 $9,740,867
  
 $9,227,495


The following table shows the Company’s net loans and leases by collateral type as of December 31, 2011 by geographical location:


   
Alabama
              
Greater
                
   
and Florida
              
Memphis
      
Texas and
        
   
Panhandle
  
Arkansas*
  
Mississippi*
  
Missouri
  
Area
  
Tennessee*
  
Louisiana
  
Other
  
Total
   
(In thousands)
    
Commercial and industrial
  
 $63,583
  
 $188,329
  
 $312,364
  
 $51,291
  
 $23,745
  
 $80,094
  
 $258,225
  
 $496,097
  
 $1,473,728
Real estate
                                    
   Consumer mortgages
  
 111,455
  
 272,857
  
 756,389
  
 56,808
  
 86,576
  
 162,604
  
 427,955
  
 70,546
  
 1,945,190
   Home equity
  
 58,991
  
 42,250
  
 174,632
  
 26,930
  
 70,034
  
 76,361
  
 63,298
  
 1,866
  
 514,362
   Agricultural
  
 6,354
  
 71,592
  
 71,787
  
 4,047
  
 9,601
  
 13,163
  
 57,836
  
 5,107
  
 239,487
   Commercial and industrial-owner occupied
 115,133
  
 167,935
  
 455,700
  
 67,055
  
 99,394
  
 98,860
  
 248,107
  
 49,391
  
 1,301,575
   Construction, acquisition and development
 103,594
  
 80,121
  
 259,551
  
 51,432
  
 98,948
  
 98,865
  
 196,490
  
 19,361
  
 908,362
   Commercial
  
 199,844
  
 346,534
  
 352,754
  
 223,849
  
 115,783
  
 101,068
  
 359,989
  
 54,201
  
 1,754,022
Credit cards**
  
 -
  
 -
  
 -
  
 -
  
 -
  
 -
  
 -
  
 106,281
  
 106,281
All other
  
 29,846
  
 90,905
  
 201,067
  
 4,443
  
 54,846
  
 47,412
  
 89,417
  
 109,368
  
 627,304
     Total
  
 $688,800
  
 $1,260,523
  
 $2,584,244
  
 $485,855
  
 $558,927
  
 $678,427
  
 $1,701,317
  
 $912,218
  
 $8,870,311
                                     
*  Excludes the Greater Memphis Area
** Credit card receivables are spread across all geographic regions but are not viewed by the Company's management as part of the geographic breakdown.

Commercial and Industrial - Commercial and industrial loans are loans and leases to finance business operations, equipment and owner-occupied facilities primarily for small and medium-sized enterprises. These include both lines of credit for terms of one year or less and term loans which are amortized over the useful life of the assets financed. Personal guarantees are generally required for these loans. Also included in this category are loans to finance agricultural production and business credit card lines.  Commercial and industrial loans outstanding remained stable during 2011 decreasing by 1.2% from December 31, 2010 to December 31, 2011.
Real Estate – Consumer Mortgages - Consumer mortgages are first- or second-lien loans to consumers secured by a primary residence or second home. These loans are generally amortized over terms up to 15 or 20 years with maturities of three to five years.  The loans are secured by properties located generally within the local market area of the community bank which originates and services the loan. These loans are underwritten in accordance with the Bank’s general loan policies and procedures which require, among other things, proper documentation of each borrower’s financial condition, satisfactory credit history and property value. Consumer mortgages outstanding remained stable during 2011 decreasing by 0.3% from December 31, 2010 to December 31, 2011, as the housing sector slowed and lower long-term mortgage rates were available. In addition to loans originated through the Bank’s branches, the Bank originates and services consumer mortgages sold in the secondary market which are underwritten and closed pursuant to investor and agency guidelines.  The Bank’s exposure to sub-prime mortgages is minimal.
 
46
 
Real Estate – Home Equity - Home equity loans include revolving credit lines which are secured by a first or second lien on a borrower’s residence. Each loan is underwritten individually by lenders who specialize in home equity lending and must conform to Bank lending policies and procedures for consumer loans as to borrower’s financial condition, ability to repay, satisfactory credit history and the condition and value of collateral. Properties securing home equity loans are located in the local market originating and servicing the loan.  The Bank has not purchased home equity loans from brokers or other lending institutions.  Home equity loans outstanding decreased 5.3% from December 31, 2010 to December 31, 2011.
Real Estate – Agricultural - Agricultural loans include loans to purchase agricultural land and production lines secured by farm land.  Agricultural loans outstanding decreased 5.1% from December 31, 2010 to December 31, 2011.
Real Estate – Commercial and Industrial-Owner Occupied - Commercial and industrial-owner occupied loans include loans secured by business facilities to finance business operations, equipment and owner-occupied facilities primarily for small and medium-sized enterprises. These include both lines of credit for terms of one year or less and term loans which are amortized over the useful life of the assets financed. Personal guarantees are generally required for these loans.  Commercial and industrial-owner occupied loans remained stable during 2011 decreasing 2.2% from December 31, 2010 to December 31, 2011.
Real Estate – Construction, Acquisition and Development - Construction, acquisition and development loans include both loans and credit lines for the purpose of purchasing, carrying and developing land into commercial developments or residential subdivisions.  Also included are loans and lines for construction of residential, multi-family and commercial buildings. These loans are often structured with interest reserves to fund interest costs during the construction and development period.  Additionally, certain loans are structured with interest only terms.  The Bank primarily engages in construction and development lending only in local markets served by its branches. The weakened economy and housing market has negatively impacted builders and developers in particular.  Sales of finished houses slowed during 2009 and activity remained slow during 2010 and 2011, which has resulted in lower demand for residential lots and development land.  The Company curtailed the origination of new construction, acquisition and development loans significantly during 2009 and the Company maintained that strategy during 2010 and 2011.  Construction, acquisition and development loans decreased 22.7% from December 31, 2010 to December 31, 2011.
The underwriting process for construction, acquisition and development loans with interest reserves is essentially the same as that for a loan without interest reserves and may include analysis of borrower and guarantor financial strength, market demand for the proposed project, experience and success with similar projects, property values, time horizon for project completion and the availability of permanent financing once the project is completed.  Construction, acquisition and development loans, with or without interest reserves, are inspected periodically to ensure that the project is on schedule and eligible for requested draws.  Inspections may be performed by construction inspectors hired by the Company or by appropriate loan officers and are done periodically to monitor the progress of a particular project.  These inspections may also include discussions with project managers and engineers.  For performing construction, acquisition and development loans, interest is generally recognized as interest income as it is earned.  Non-performing construction, acquisition and development loans are placed on non-accrual status and interest income is not recognized, except in those situations where principal is expected to be received in full.  In such situations, interest income is recognized as payment is received.
At December 31, 2011, the Company had $21.2 million in construction, acquisition and development loans that provided for the use of interest reserves with approximately $918,000 recognized as interest income during 2011.  The amount of such loans with interest reserves that were on non-accrual status was $3.3 million at December 31, 2011.  Interest income is not being recognized on construction, acquisition and development loans with interest reserves that are in non-accrual status.  Loans with interest reserves normally have a budget that includes the various cost components involved in the project. Interest is such a cost, along with hard and other soft costs.  The Company’s policy is to allow interest reserves only during the construction phase.
So that interest capitalization is appropriate, interest reserves are not included for any renewal period after construction is completed or otherwise ceases, requiring borrowers to make interest payments no less than quarterly.  Loans for which construction is complete, or has ceased, and where interest payments are not made on a timely basis are considered non-performing and are generally placed in nonaccrual status.  Procedures are in place to restrict the structuring of a loan with terms that do not require performance until the end of the loan term, as well as to restrict the advancement of funds to keep a loan from becoming non-performing with any such advancement identified as a TDR.
 
47
 
On a case-by-case basis, a construction, acquisition and development loan may be extended, renewed or restructured.  Loans are sometimes extended for a short period of time (generally 90 days or less) beyond the contractual maturity to facilitate negotiations or allow the borrower to gain other financing or acquire more recent note-related information, such as appraisals or borrower financial statements.  These short-term extensions are not ordinarily accounted for as TDRs if the loan and project are performing in accordance with the terms of the loan agreement and/or promissory note.  Construction, acquisition and development loans may be renewed when the borrower has satisfied the terms and conditions of the original loan, including payment of interest, and when management believes that the borrower is able to continue to meet the terms of the renewed note during the renewal period.  Many loans are structured to mature consistent with the construction or development period or at least annually.  If concessions are granted to a borrower as a result of its financial difficulties, the loan is classified as a TDR and analyzed for impairment.
The Bank’s real estate risk management group is responsible for reviewing and approving the structure and classification of all construction, acquisition and development loan renewals and modifications above a threshold of $500,000.  The analysis performed by the real estate risk management group may include the review of updated appraisals, borrower and guarantor financial condition, construction status and proposed loan structure.  If the new terms of the loan meet the criteria of a TDR as set out in FASB ASC 310, the loan is identified as such.
Each construction, acquisition and development loan is underwritten to address: (i) the desirability of the project, its market viability and projected absorption period; (ii) the creditworthiness of the borrower and the guarantor as to liquidity, cash flow and assets available to ensure performance of the loan; (iii) equity contribution to the project; (iv) the developer’s experience and success with similar projects; and (v) the value of the collateral. Each factor must be acceptable under the Company’s lending policy and risk review.
The construction, acquisition and development portfolio is further categorized by risk characteristics into the following six categories: commercial acquisition and development; residential acquisition and development; multi-family construction; one-to-four family construction; commercial construction; and recreation and all other loans.  Construction, acquisition and development loans were $908.4 million and $1.1 billion at December 31, 2011 and 2010, respectively.  The following table shows the Company’s net loans and leases in the construction, acquisition and development portfolio by geographical location at December 31, 2011:


Real Estate Construction,
Acquisition and Development
  
Alabama
and Florida
Panhandle
    
Arkansas*
    
Mississippi*
    
Missouri
    
Greater
Memphis
Area
    
Tennessee*
    
Texas and
Louisiana
    
Other
    
Total
  
Performing:
  
(In thousands)
        
Multi-family construction
   $ -     $ -     $ 11     $ -     $ -     $ 664     $ 350     $ 46     $ 1,071  
One-to-four family construction
     21,143       12,601       45,822       3,158       7,202       30,212       31,061       3,620       154,819  
Recreation and all other loans
     1,685       10,985       31,484       567       1,840       882       17,071       1,433       65,947  
Commercial construction
     11,437       9,179       40,453       2,486       11,299       17,508       29,753       2,774       124,889  
Commercial acquisition and development
     11,287       19,077       50,841       14,846       23,434       16,413       32,546       4,199       172,643  
Residential acquisition and development
     33,461       21,882       77,965       16,351       29,250       21,440       46,196       7,289       253,834  
     Total
   $ 79,013     $ 73,724     $ 246,576     $ 37,408     $ 73,025     $ 87,119     $ 156,977     $ 19,361     $ 773,203  
                                                                         
Non-performing:
                                                                        
Multi-family construction
   $ -     $ -     $    -     $ 1,067     $ -     $ -     $ -     $ -     $ 1,067  
One-to-four family construction
     6,371       526       1,052       4,108       2,391       -       560       -       15,008  
Recreation and all other loans
     -       86       -       -       830       193       179       -       1,288  
Commercial construction
     914       142       -       208       65       3,273       633       -       5,235  
Commercial acquisition and development
     1,880       43       3,211       323       8,254       2,121       8,569       -       24,401  
Residential acquisition and development
     15,416       5,600       8,712       8,318       14,383       6,159       29,572       -       88,160  
     Total
   $ 24,581     $ 6,397     $ 12,975     $ 14,024     $ 25,923     $ 11,746     $ 39,513     $ -     $ 135,159  
                                                                         
Total:
                                                                        
Multi-family construction
   $ -     $ -     $ 11     $ 1,067     $ -     $ 664     $ 350     $ 46     $ 2,138  
One-to-four family construction
     27,514       13,127       46,874       7,266       9,593       30,212       31,621       3,620       169,827  
Recreation and all other loans
     1,685       11,071       31,484       567       2,670       1,075       17,250       1,433       67,235  
Commercial construction
     12,351       9,321       40,453       2,694       11,364       20,781       30,386       2,774       130,124  
Commercial acquisition and development
     13,167       19,120       54,052       15,169       31,688       18,534       41,115       4,199       197,044  
Residential acquisition and development
     48,877       27,482       86,677       24,669       43,633       27,599       75,768       7,289       341,994  
     Total
   $ 103,594     $ 80,121     $ 259,551     $ 51,432     $ 98,948     $ 98,865     $ 196,490     $ 19,361     $ 908,362  
                                                                         
* Excludes the Greater Memphis Area
  

 
 
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The following table shows the maturity distribution of the Company’s net loans and leases in the construction, acquisition and development portfolio as of December 31, 2011:

Real Estate Construction,
        
One Year
    
One to
    
After
        
Acquisition and Development
  
Past Due
    
or Less
    
Five Years
    
Five Years
    
Total
  
Outstanding loan balances:
  
(In thousands)
  
Multi-family construction
   $ -     $ 1,060     $ 1,078     $ -     $ 2,138  
One-to-four family construction
     4,879       151,883       12,533       532       169,827  
Recreation and all other loans
     -       17,128       46,662       3,445       67,235  
Commercial construction
     3,037       36,690       77,753       12,644       130,124  
Commercial acquisition and development
     6,059       76,420       110,926       3,639       197,044  
Residential acquisition and development
     23,760       198,310       115,882       4,042       341,994  
     Total
   $ 37,735     $ 481,491     $ 364,834     $ 24,302     $ 908,362  
                                         
Non-accrual loans:
                                        
Multi-family construction
   $ -     $ -     $ 1,067     $ -     $ 1,067  
One-to-four family construction
     2,570       10,086       1,682       352       14,690  
Recreation and all other loans
     -       372       64       -       436  
Commercial construction
     1,494       3,489       252       -       5,235  
Commercial acquisition and development
     5,905       14,783       3,280       -       23,968  
Residential acquisition and development
     23,534       48,282       15,829       69       87,714  
     Total
   $ 33,503     $ 77,012     $ 22,174     $ 421     $ 133,110  
 
    As of December 31, 2011, 53.0% of the loans in the construction, acquisition and development portfolio were scheduled to mature within one year.  Many of these maturities may occur prior to the completion of the related projects and management expects that such loans will likely be renewed for an additional period of time.  The Company’s loan policy requires that updated appraisals from qualified third party appraisers be obtained for any real estate loan over $250,000 that is renewed.  If the borrower is experiencing financial difficulties, and the renewal is made with concessions, the loan is considered to be a TDR.  These TDRs are tested for impairment by assessing the estimated disposal value of the collateral from the recent appraisal or by assessing the present value of the discounted cash flows expected on these loans.
Real Estate – Commercial - Commercial loans include loans to finance income-producing commercial and multi-family properties.  Lending in this category is generally limited to properties located in the Company’s trade area with only limited exposure to properties located elsewhere but owned by in-market borrowers. Loans in this category include loans for neighborhood retail centers, medical and professional offices, single retail stores, warehouses and apartments leased generally to local businesses and residents. The underwriting of these loans takes into consideration the occupancy and rental rates as well as the financial health of the borrower.  The Company’s exposure to national retail tenants is minimal.  The Bank has not purchased commercial real estate loans from brokers or third-party originators.  Real estate-commercial loans decreased 3.5% from December 31, 2010 to December 31, 2011.
Credit Cards - Credit cards include consumer and business MasterCard and Visa accounts and private label accounts for local merchants.  The Bank offers credit cards primarily to its deposit and loan customers.  Credit card balances remained stable in 2011 decreasing 0.1% from December 31, 2010 to December 31, 2011.
All Other - All other loans and leases include consumer installment loans and loans and leases to state, county and municipal governments and non-profit agencies. Consumer installment loans include term loans of up to five years secured by automobiles, boats and recreational vehicles.  The Bank offers lease financing for vehicles and heavy equipment to state, county and municipal governments and medical equipment to healthcare providers across the southern states.  All other loan and lease balances decreased 5.7% from December 31, 2010 to December 31, 2011.
The maturity distribution of the Company’s loan portfolio is one factor in management’s evaluation by collateral type of the risk characteristics of the loan and lease portfolio.  The following table shows the maturity distribution of the Company’s loans and leases, net of unearned income, as of December 31, 2011:
 
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One Year
  
One to
  
After
 
or Less
  
Five Years
  
Five Years
 
(In thousands)
Commercial and industrial
 $929,726
  
 $417,689
  
 $126,313
Real estate
          
  Consumer mortgages
 436,149
  
 1,202,087
  
 306,954
  Home equity
 110,675
  
 403,645
  
 42
  Agricultural
 66,763
  
 141,469
  
 31,255
  Commercial and industrial-owner occupied
 257,345
  
 777,739
  
 266,491
  Construction, acquisition and development
 519,226
  
 364,834
  
 24,302
  Commercial
 344,261
  
 1,217,504
  
 192,257
Credit cards
 106,281
  
 -
  
 -
All other
 261,011
  
 320,670
  
 45,623
Total loans and leases, net of unearned income
 $3,031,437
  
 $4,845,637
  
 $993,237


The interest rate sensitivity of the Company’s loan and lease portfolio is important in the management of net interest margin.  The Bank attempts to manage the relationship between the interest rate sensitivity of its assets and liabilities to produce an effective interest differential that is not significantly impacted by the level of interest rates.  The following table shows the interest rate sensitivity of the Company’s loans and leases, net of unearned income, due after one year as of December 31, 2011:

   
Fixed
  
Variable
   
Rate
  
Rate
   
(In thousands)
Loan and lease portfolio
        
     Due after one year
  
 $3,952,979
  
 $2,389,678


NPLs consist of non-accrual loans and leases, loans and leases 90 days or more past due, still accruing, and accruing loans and leases that have been restructured (primarily in the form of reduced interest rates and modified payment terms) because of the borrower’s or guarantor’s weakened financial condition or bankruptcy proceedings.  The Company’s policy provides that loans and leases are generally placed in non-accrual status if, in management’s opinion, payment in full of principal or interest is not expected or payment of principal or interest is more than 90 days past due, unless the loan or lease is both well-secured and in the process of collection.  The Company’s NPAs consist of NPLs and other real estate owned, which consists of foreclosed properties.  The Company' nonperforming assets (“NPAs”), which are carried either in the loan account or other assets on the consolidated balance sheets, depending on foreclosure status, were as follows at the end of each year presented:

   
2011
  
2010
  
2009
  
2008
  
2007
   
(Dollars in thousands)
Non-accrual loans and leases
  
 $276,798
  
 $347,499
  
 $144,013
  
 $28,168
  
 $9,789
Loans 90 days or more past due, still accruing
  
 3,434
  
 8,500
  
 36,301
  
 33,373
  
 18,671
Restructured loans and leases, but accruing
  
 42,018
  
 38,376
  
 6,161
  
 2,472
  
 721
Total NPLs
  
 322,250
  
 394,375
  
 186,475
  
 64,013
  
 29,181
                     
Other real estate owned
  
 173,805
  
 133,412
  
 59,265
  
 46,317
  
 24,281
Total NPAs
  
 $496,055
  
 $527,787
  
 $245,740
  
 $110,330
  
 $53,462
                     
NPLs to net loans and leases
  
3.63%
  
4.23%
  
1.91%
  
0.66%
  
0.32%
NPAs to net loans and leases
  
5.59%
  
5.65%
  
2.51%
  
1.14%
  
0.58%

NPLs decreased 18.3% in 2011 compared to 2010 and increased 111.5% in 2010 compared to 2009.  Other real estate owned increased 30.3% in 2011 compared to 2010 after increasing 125.1% in 2010 compared to 2009.  Included in NPLs at December 31, 2011 were $234.9 million of loans that were impaired.  These impaired loans
 
 
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had a specific reserve of $39.7 million included in the allowance for credit losses of $195.2 million at December 31, 2011, and were net of $52.2 million in partial charge-downs previously taken on these impaired loans.    NPLs at December 31, 2010 included $273.4 million of loans that were impaired and had a specific reserve of $40.7 million included in the allowance for credit losses of $196.9 million at December 31, 2010.  The increase in restructured loans and leases still accruing in 2011 and 2010 reflected the increase in loans which met the criteria for disclosure as TDRs because payment terms or pricing had been modified by the Company or by orders under bankruptcy proceedings but which demonstrated sufficient performance to support the remaining principal and accrued interest.
The following table provides additional details related to the Company’s NPLs and the allowance for credits losses at December 31 for the years indicated:
 
 
       
   
2011
    
2010
  
   
(Dollars in thousands)
  
             
Unpaid principal balance of impaired loans
   $ 287,099     $ 345,377  
Cumulative charge offs on impaired loans
     52,176       71,972  
Outstanding balance of impaired loans
     234,923       273,405  
                 
Other non-accrual loans and leases not impaired
     41,875       74,094  
                 
     Total non-accrual loans and leases
   $ 276,798     $ 347,499  
                 
Allowance for impaired loans
     39,708       40,719  
                 
     Nonaccrual loans and leases, net of specific reserves
   $ 237,090     $ 306,780  
                 
Loans and leases 90+ past due, still accruing
     3,434       8,500  
Restructured loans and leases, still accruing
     42,018       38,376  
                 
     Total non-performing loans and leases
   $ 322,250     $ 394,375  
                 
Allowance for impaired loans
   $ 39,708     $ 40,719  
Allowance for all other loans and leases
     155,410       156,194  
                 
     Total allowance for credit losses
   $ 195,118     $ 196,913  
                 
                 
Outstanding balance of impaired loans
   $ 234,923     $ 273,405  
Allowance for impaired loans
     39,708       40,719  
                 
     Net book value of impaired loans
   $ 195,215     $ 232,686  
                 
 
Net book value of impaired loans as a % of unpaid principal balance
     68 %     67 %
                 
 
Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases
     371 %     211 %
                 
 
Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases
     178 %     129 %

     Non-accrual loans at December 31, 2011 reflected a decrease of $70.7 million, or 20.4%, to $276.8 million from $347.5 million at December 31, 2010 and increased $203.5 million, or 141.3%, from $144.0 million at December 31, 2009.  The Bank’s NPL levels over the past two years have been reflective of the continuing effects of the prevailing economic environment on the Bank’s loan portfolio, as a significant portion of the increase in the
 
 
51
 
Bank’s NPLs was attributable to problems developing for established customers with real estate related loans, particularly residential construction and development loans, primarily in the Bank’s more urban markets. These problems resulted primarily from the decreased liquidity of certain borrowers and third party guarantors, as well as the declines in appraised real estate values for loans which became collateral dependent during the past two years and certain other borrower specific factors.  The decrease in non-accrual loans during 2011 was primarily recognized in the real estate construction, acquisition and development portfolio as non-accrual loans in this portfolio decreased $78.4 million, 37.1%, to $133.1 million at December 31, 2011 from $211.5 million at December 31, 2010.  The decrease in the real estate construction, acquisition and development portfolio resulted from charge-offs of previous non-accrual loans and a reduction in the non-accrual formation related to the real estate construction, acquisition and development portfolio.
Of the construction, acquisition and development portfolio, which totaled $908.4 million at December 31, 2011, $301.4 million represented loans made by the Bank’s locations in Alabama and Tennessee, including the greater Memphis, Tennessee area, a portion of which is in northwest Mississippi and Arkansas.  Residential acquisition and development loans were the largest component of the real estate construction, acquisition and development portfolio and totaled $342.0 million at December 31, 2011 with $120.1 million, or 35.1%, of such loans made by the Bank’s locations in Alabama and Tennessee.  These areas have experienced a higher incidence of NPLs, primarily as a result of a severe downturn in the housing market in these regions.  Of the Company’s total NPLs of $322.3 million at December 31, 2011, $121.3 million, or 37.6%, were loans made within these markets.  These markets continue to be affected by high inventories of unsold homes, unsold lots and undeveloped land intended for use as housing developments.  Unlike the Bank’s NPL concentrations in Alabama and Tennessee which are being affected by the severe downturn in the housing market, the Missouri market’s NPLs are generally a result of borrowers experiencing financial difficulties, or difficulties with a specific project, rather than problems more associated with product types in specific geographic areas.  The NPLs in the Missouri market are represented by fewer and larger individual credits in the commercial and industrial and commercial real estate portfolios, some of which pre-date our acquisition of The Signature Bank in 2007.  The following table presents the Company’s NPLs by geographical location at December 31, 2011:

         
90+ Days
          
Restructured
          
NPLs as a
  
         
Past Due still
    
Non-accruing
    
Loans, still
          
% of
  
   
Outstanding
    
Accruing
    
Loans
    
accruing
    
NPLs
    
Outstanding
  
   
(Dollars in thousands)
  
Alabama and Florida Panhandle
   $ 688,800     $ -     $ 48,767     $ 2,726     $ 51,493       7.5 %
Arkansas*
     1,260,523       -       19,018       6,631       25,649       2.0  
Mississippi*
     2,584,244       -       49,538       4,695       54,233       2.1  
Missouri
     485,855       -       33,414       16,518       49,932       10.3  
Greater Memphis Area
     558,927       -       39,313       1,388       40,701       7.3  
Tennessee*
     678,427       -       23,721       5,411       29,132       4.3  
Texas and Louisiana
     1,701,317       -       55,497       1,350       56,847       3.3  
Other
     912,218       3,434       7,530       3,299       14,263       1.6  
     Total
   $ 8,870,311     $ 3,434     $ 276,798     $ 42,018     $ 322,250       3.6 %
                                                 
*Excludes the Greater Memphis Area
  

The increase in other real estate owned in 2011 reflected the general slow-down in the residential real estate sector in certain of the Bank’s markets, resulting in increased foreclosures.  The Bank recorded losses from the loans that were secured by these foreclosed properties in the allowance for credit losses at the time of foreclosure.
The ultimate impact of the economic downturn on the Company’s financial condition and results of operations will depend on its severity and duration.  Continued weakness in the economy could adversely affect the Bank’s volume of NPLs. The Bank will continue to focus on improving and enhancing existing processes related to the early identification and resolution of potential credit problems.  Loans identified as meeting the criteria set out in FASB ASC 310 are identified as TDRs.  The concessions granted most frequently for TDRs involve reductions or delays in required payments of principal and/or interest for a specified time, the rescheduling of payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan.  In most cases, the conditions of the credit also warrant non-accrual status, even after the restructure occurs.  TDR loans may be returned to accrual status in years after the restructure if there has been at least a six-month sustained period of repayment performance under the restructured loan terms by the borrower and the interest rate at the time of restructure was at or above market for a comparable loan.  For reporting purposes, if a restructured loan is 90 days or more past due or has been
 
 
52
 
placed in non-accrual status, the restructured loan is included in the loans 90 days or more past due category or the non-accrual loan category of NPAs.  Total restructured loans were $104.7 million and $121.8 million at December 31, 2011 and 2010, respectively.  Restructured loans of $62.7 million and $83.4 million were included in the non-accrual loan category at December 31, 2011 and 2010, respectively.
The total amount of interest earned on NPLs was approximately $12.6 million, $11.2 million, $4.1 million, $495,000 and $385,000 in 2011, 2010, 2009, 2008 and 2007, respectively.  The gross interest income that would have been recorded under the original terms of those loans and leases if they had been performing amounted to approximately $18.7 million, $21.7 million, $8.4 million, $1.8 million and $964,000 in 2011, 2010, 2009, 2008 and 2007, respectively.
Loans considered impaired under FASB ASC 310 are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Loans the Bank considered impaired, which were included in NPLs, totaled $234.9 million, $273.4 million, $128.5 million, $25.5 million and $9.5 million at December 31, 2011, 2010, 2009, 2008 and 2007, respectively, with a valuation allowance of $39.7 million, $40.7 million, $22.7 million, $9.1 million and $4.4 million, respectively.
At December 31, 2011, the Company did not have any concentration of loans or leases in excess of 10% of total loans and leases outstanding which were not otherwise disclosed as a category of loans or leases.  Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions.  The Bank conducts business in a geographically concentrated area and has a significant amount of loans secured by real estate to borrowers in varying activities and businesses, but does not consider these factors alone in identifying loan concentrations.  The ability of the Bank’s borrowers to repay loans is somewhat dependent upon the economic conditions prevailing in the Bank’s market areas.
The Company utilizes an internal loan classification system to grade loans according to certain credit quality indicators.  These credit quality indicators include, but are not limited to, recent credit performance, delinquency, liquidity, cash flows, debt coverage ratios, collateral type and loan-to-value ratio.  The following table provides details of the Company’s loan and lease portfolio, net of unearned income, by segment, class and internally assigned grade at December 31, 2011:
 
         
Special
                                
   
Pass
    
Mention
    
Substandard
    
Doubtful
    
Loss
    
Impaired
    
Total
  
   
(In thousands)
  
Commercial and industrial
   $ 1,415,731     $ 4,947     $ 43,549     $ 1,263     $ 405     $ 7,833     $ 1,473,728  
Real estate
                                                        
  Consumer mortgage
     1,742,593       17,914       148,267       4,434       189       31,793       1,945,190  
  Home equity
     492,235       2,775       17,050       1,134       493       675       514,362  
  Agricultural
     213,280       3,795       19,296       20       -       3,096       239,487  
  Commercial and industrial- owner occupied
     1,167,220       18,280       90,778       496       -       24,801       1,301,575  
  Construction, acquisition and development
     619,497       23,429       136,412       845       -       128,179       908,362  
  Commercial
     1,501,196       37,409       179,295       -       -       36,122       1,754,022  
Credit Cards
     105,867       41       175       188       10       -       106,281  
All other
     587,970       16,104       20,263       470       73       2,424       627,304  
    Total
   $ 7,845,589     $ 124,694     $ 655,085     $ 8,850     $ 1,170     $ 234,923     $ 8,870,311  
 
     In the normal course of business, management becomes aware of possible credit problems in which borrowers exhibit potential for the inability to comply with the contractual terms of their loans and leases, but which at the time do not yet meet the criteria for disclosure as NPLs.  However, based upon past experiences, some of these loans and leases with potential weaknesses may ultimately be restructured or placed in non-accrual status.  At December 31, 2011, the Bank had $9.6 million of potential problem loans or leases or loans and leases with potential weaknesses that were not included in the non-accrual loans and leases or in the loans 90 days or more past due categories.  These loans or leases are included in the above rated categories.  Loans with identified weaknesses based upon analysis of the credit quality indicators are included in the 90 days or more past due category or in the non-accrual loan and lease category which includes impaired loans.  See Note 5 to the Company’s Consolidated Financial Statements included elsewhere in this Report for additional information regarding the Company’s internal loan classification system.


 
53
 
    
      The following table provides details regarding the aging of the Company’s loan and lease portfolio, net of unearned income, by internally assigned grade at December 31, 2011:

         
30-59 Days
    
60-89 Days
    
90+ Days
        
   
Current
    
Past Due
    
Past Due
    
Past Due
    
Total
  
   
(In thousands)
  
Pass
   $ 7,826,994     $ 13,403     $ 5,192     $ -     $ 7,845,589  
Special Mention
     123,201       1,235       -       258       124,694  
Substandard
     617,234       16,779       5,544       15,528       655,085  
Doubtful
     6,352       515       317       1,666       8,850  
Loss
     739       10       25       396       1,170  
Impaired
     159,939       5,394       9,129       60,461       234,923  
     Total
   $ 8,734,459     $ 37,336     $ 20,207     $ 78,309     $ 8,870,311  

The following table provides details regarding the aging of the Company’s nonaccrual loans and leases by segment and class at December 31, 2011:

   
30-59 Days
    
60-89 Days
    
90+ Days
    
Total
          
Total
  
   
Past Due
    
Past Due
    
Past Due
    
Past Due
    
Current
    
Outstanding
  
   
(In thousands)
  
Commercial and industrial
   $ 521     $ 1,193     $ 4,181     $ 5,895     $ 6,365     $ 12,260  
Real estate
                                                
   Consumer mortgages
     3,510       2,850       11,595       17,955       29,923       47,878  
   Home equity
     -       65       594       659       1,377       2,036  
   Agricultural
     380       -       719       1,099       3,080       4,179  
   Commercial and industrial-owner occupied
     226       663       12,977       13,866       19,246       33,112  
   Construction, acquisition and development
     2,461       4,606       33,584       40,651       92,459       133,110  
   Commercial
     1,560       1,629       9,397       12,586       28,030       40,616  
Credit cards
     65       32       398       495       99       594  
All other
     196       37       1,430       1,663       1,350       3,013  
     Total
   $ 8,919     $ 11,075     $ 74,875     $ 94,869     $ 181,929     $ 276,798  
 
At December 31, 2011, 51.0% of nonaccrual loans and leases were paying as agreed.  Nonaccrual loans that are paying as agreed include loans that are less than 30 days delinquent, require payments at least quarterly and are not being reviewed for restructure.
Collateral for some of the Bank’s loans and leases is subject to fair value evaluations that fluctuate with market conditions and other external factors.  In addition, while the Bank has certain underwriting obligations related to such evaluations, the evaluations of some real property and other collateral are dependent upon third-party independent appraisers employed either by the Bank’s customers or as independent contractors of the Bank.  During the current economic cycle, some subsequent fair value appraisals have reported lower values than were originally reported.  These declining collateral values could impact future losses and recoveries.
The following table provides additional details related to the Company’s loan and lease portfolio, net of unearned income, and the distribution of NPLs at December 31, 2011:

                                     
         
90+ Days
          
Restructured
          
NPLs as a
  
         
Past Due still
    
Non-accruing
    
Loans, but
          
% of
  
Loans and leases, net of unearned income
  
Outstanding
    
Accruing
    
Loans
    
accruing
    
NPLs
    
Outstanding
  
   
(Dollars in thousands)
  
Commercial and industrial
   $ 1,473,728     $ 12     $ 12,260     $ 1,283     $ 13,555       0.9 %
Real estate
                                                
   Consumer mortgages
     1,945,190       2,974       47,878       1,772       52,624       2.7  
   Home equity
     514,362       -       2,036       -       2,036       0.4  
   Agricultural
     239,487       -       4,179       98       4,277       1.8  
   Commercial and industrial-owner occupied
     1,301,575       -       33,112       8,892       42,004       3.2  
   Construction, acquisition and development
     908,362       -       133,110       2,049       135,159       14.9  
   Commercial
     1,754,022       -       40,616       21,216       61,832       3.5  
Credit cards
     106,281       299       594       2,478       3,371       3.2  
All other
     627,304       149       3,013       4,230       7,392       1.2  
     Total
   $ 8,870,311     $ 3,434     $ 276,798     $ 42,018     $ 322,250       3.6 %

 
54
 
The following table provides selected characteristics of the Company’s real estate construction, acquisition and development loans at December 31, 2011:

         
90+ Days
          
Restructured
          
NPL as a
Real Estate Construction,
        
Past Due still
    
Non-accruing
    
Loans, but
          
% of
Acquisition and Development
  
Outstanding
    
Accruing
    
Loans
    
accruing
    
NPLs
    
Outstanding
   
(Dollars in thousands)
Multi-family construction
   $ 2,138     $    -     $ 1,067     $     -     $ 1,067       49.9 %
One-to-four family construction
     169,827       -       14,690       318       15,008       8.8  
Recreation and all other loans
     67,235       -       436       852       1,288       1.9  
Commercial construction
     130,124       -       5,235       -       5,235       4.0  
Commercial acquisition and development
     197,044       -       23,968       433       24,401       12.4  
Residential acquisition and development
     341,994       -       87,714       446       88,160       25.8  
     Total
   $ 908,362     $    -     $ 133,110     $ 2,049     $ 135,159       14.9 %

Securities
The Company uses its securities portfolio to make various term invest­ments, to provide a source of liquidity and to serve as collateral to secure certain types of deposits.  In evaluating the balance sheet during the second quarter of 2011, management determined that it would be in the Company’s best interest to prepay a portion of its long-term FHLB borrowings.  In the course of that evaluation, management also determined certain securities classified as held-to-maturity should be sold as their terms more closely aligned with the FHLB borrowings which assisted in the mitigation of interest rate risk.  Based on the change in intent not to hold to maturity, the Company transferred all held-to-maturity securities to the available-for-sale category during the second quarter of 2011.  The following tables show the carrying value of the Company’s held-to-maturity and available-for-sale securities by investment category at December 31, 2011, 2010, and 2009:


   
2011
    
2010
    
2009
  
   
(In thousands)
  
Held-to-maturity Securities:
                  
 U. S. Government agency securities
   $     -     $ 1,246,649     $ 798,660  
 Taxable obligations of states and political subdivisions
     -       37,103       20,045  
 Tax-exempt obligations of states and political subdivisions
     -       329,267       214,117  
                         
    Total
   $      -     $ 1,613,019     $ 1,032,822  


 
55
 
   
2011
    
2010
    
2009
  
   
(In thousands)
  
Available-for-sale Securities:
                  
U. S. Government agency securities
   $ 1,501,243     $ 433,158     $ 512,088  
Government agency issued residential mortgage-backed securities
     404,610       503,229       292,418  
Government agency issued commercial mortgage-backed securities
     34,599       29,994       18,837  
Taxable obligations of states and political subdivisions
     113,343       38,019       38,188  
Tax-exempt obligations of states and political subdivisions
     450,177       72,146       72,650  
Collateralized debt obligations
     -       -       2,125  
Other securities
     9,546       19,516       24,466  
                         
    Total
   $ 2,513,518     $ 1,096,062     $ 960,772  


A portion of the Company's securities portfolio continues to be tax-exempt.  Investments in tax-exempt securities totaled $450.2 million at December 31, 2011, compared to $401.4 million at the end of 2010 and $286.8 million at the end of 2009.  The Company invests only in investment grade securities, with the exception of obligations of certain counties and municipalities within the Company’s market area, and avoids other high yield non-rated securities and investments.
At December 31, 2011, the Company’s available-for-sale securities totaled $2.5 billion.  These securities, which are subject to possible sale, are recorded at fair value.  At December 31, 2011, the Company held no securities whose decline in fair value was considered other than temporary.
The following tables show the maturities and weighted average yields at December 31, 2011 for the carrying value of the available-for-sale securities:


   
Securities Maturing
  
         
After One
    
After Five
              
   
Within
    
But Within
    
But Within
    
After
        
   
One Year
    
Five Years
    
Ten Years
    
Ten Years
    
Total
  
   
(Dollars in thousands)
  
Available-for-sale Securities:
                              
U. S. Government agency securities
   $ 252,296     $ 1,203,070     $ 45,877     $ -     $ 1,501,243  
Government agency issued residential mortgage-backed securities
     25,068       269,991       6,464       103,087       404,610  
Government agency issued commercial mortgage-backed securities
     -       3,424       12,544       18,631       34,599  
Obligations of states and political subdivisions
     22,742       138,702       52,833       349,243       563,520  
Other
     -       20       46       9,480       9,546  
Total
   $ 300,106     $ 1,615,207     $ 117,764     $ 480,441     $ 2,513,518  
                                         
Weighted average yield
     3.67 %     2.01 %     4.37 %     5.70 %        

The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a taxable equivalent basis using a 35% tax rate.
Net unrealized gains on available-for-sale securities as of December 31, 2011 totaled $65.5 million.  Net unrealized gains on investment securities as of December 31, 2010 totaled $41.4 million.  Net unrealized gains on 
 
 
56
 
held-to-maturity securities comprised $19.7 million of the 2010 amount, while net unrealized gains on available-for-sale securities were $21.7 million.
The following table shows the available-for-sale securities portfolio by credit rating as obtained from Moody’s Investors Services as of December 31, 2011:


   
Amortized Cost
    
Estimated Fair Value
  
   
Amount
    
% of Total
    
Amount
    
% of Total
  
Available-for-sale Securities:
  
(Dollars in thousands)
  
Aaa
   $ 1,936,606       79.1 %   $ 1,979,625       78.76 %
Aa1 to Aa3
     210,557       8.6 %     220,537       8.77 %
A1 to A3
     28,227       1.2 %     28,891       1.15 %
Baa1 to Baa2
     8,602       0.4 %     8,846       0.35 %
Caa1
     66       0.0 %     131       0.01 %
Not rated (1)
     263,993       10.8 %     275,488       10.96 %
   Total
   $ 2,448,051       100.0 %   $ 2,513,518       100.00 %
                                 
(1) Not rated securities primarily consist of Mississippi and Arkansas municipal bonds.
  


Of the securities not rated by Moody’s, bonds with a book value of $86.5 million and a market value of $91.3 million were rated A- or better by Standard & Poor’s Rating Services.

Goodwill
The Company’s policy is to assess goodwill for impairment at the reporting segment level on an annual basis or sooner if an event occurs or circumstances change which indicate that the fair value of a reporting unit is below its carrying amount.  Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value.  Accounting standards require management to estimate the fair value of each reporting segment in assessing impairment at least annually.  The Company’s annual assessment date is during the Company’s fourth quarter.  Because of the volatile market conditions during which the Company’s market value fell below book value, however, the Company performed a complete goodwill impairment analysis for all of its reporting segments during the second quarter of 2011 and a roll-forward of that analysis during the third quarter of 2011.  Based on these analyses, the estimated fair value exceeded its respective carrying value by 2% for the Company’s Community Banking reporting segment and by 30% for the Company’s Insurance Agencies reporting segment.  The Company’s annual goodwill impairment evaluation performed during the fourth quarter of 2011 also indicated no impairment of goodwill for its reporting units.  Therefore, no goodwill impairment was recorded.
In the current environment, forecasting cash flows, credit losses and growth in addition to valuing the Company’s assets with any degree of assurance is very difficult and subject to significant changes over very short periods of time.  Management will continue to update its analysis as circumstances change.  If market conditions continue to be volatile and unpredictable, impairment of goodwill related to the Company’s reporting segments may be necessary in future periods.  Goodwill was $271.3 million and $270.1 million at December 31, 2011 and December 31, 2010, respectively.
 
57
 
Other Real Estate Owned
Other real estate owned was $173.8 million and $133.4 million at December 31, 2011 and 2010, respectively.  Other real estate owned at December 31, 2011 had aggregate loan balances at the time of foreclosure of $319.1 million.  The following table presents the Company’s other real estate owned by geographical location and collateral type at December 31, 2011:

   
Alabama
and Florida
Panhandle
    
Arkansas*
    
Mississippi*
    
Missouri
    
Greater
Memphis
Area
    
Tennessee*
    
Texas and
Louisiana
    
Other
    
Total
  
   
(In thousands)
        
Commercial and industrial
   $ 436     $ 17     $ -     $ -     $ 940     $ -     $ -     $ -     $ 1,393  
Real estate
                                                                        
   Consumer mortgages
     3,816       448       3,400       -       5,199       4,160       733       2,889       20,645  
   Home equity
     -       -       51       -       600       -       -       -       651  
   Agricultural
     899       -       275       -       4,542       -       -       -       5,716  
   Commercial and industrial-owner occupied
     1,022       303       1,972       76       2,371       426       174       -       6,344  
   Construction, acquisition and development
     19,318       2,241       18,850       1,974       69,822       6,918       2,763       -       121,886  
   Commercial
     1,121       1,605       3,604       -       7,672       753       232       -       14,987  
All other
     276       83       220       193       1,358       -       53       -       2,183  
     Total
   $ 26,888     $ 4,697     $ 28,372     $ 2,243     $ 92,504     $ 12,257     $ 3,955     $ 2,889     $ 173,805  
 
*  Excludes the Greater Memphis Area
 
 Because of the relatively high number of our NPLs that have been determined to be collaterally dependent, management expects the resolution of a significant number of these loans to necessitate foreclosure proceedings resulting in a further increase in other real estate owned.

Deposits
Deposits originating within the communities served by the Bank continue to be the Bank’s primary source of funding its earning assets.  The Company has been able to effectively compete for deposits in its primary market areas, while continuing to manage the exposure to rising interest rates.  The dis­tribution and market share of deposits by type of deposit and by type of depositor are important considerations in the Company's assessment of the stability of its fund sources and its access to additional funds.  Furthermore, management shifts the mix and maturity of the deposits depending on economic conditions and loan and investment policies in an attempt, within set policies, to minimize cost and maximize net interest margin.
The following table presents the Bank’s noninterest bearing, interest bearing, savings and other time deposits at December 31, 2011, 2010 and 2009 and the percentage change between years:


   
2011
  
2010
  
2009
  
   
Amount
    
% Change
  
Amount
    
% Change
  
Amount
  
   
(Dollars in millions)
  
Noninterest bearing deposits
   $ 2,270       10.2 %   $ 2,060       8.3 %   $ 1,902  
Interest bearing deposits
     4,707       (4.6 )     4,932       14.1       4,324  
Savings
     991       14.8       863       19.0       725  
Other time
     2,987       (17.8 )     3,635       (2.5 )     3,727  
Total deposits
   $ 10,955       (4.7 )   $ 11,490       7.6     $ 10,678  

The 4.7% decrease in deposits at December 31, 2011 compared to December 31, 2010 was primarily a result of the decrease in other time deposits of 17.8% to $2.9 billion at December 31, 2011 from $3.6 billion at December 31, 2010.
 
58
 
The following table presents the classification of the Bank’s deposits on an average basis for the three years ended December 31, 2011:


   
2011
    
2010
    
2009
  
   
Average
    
Average
    
Average
    
Average
    
Average
    
Average
  
   
Amount
    
Rate
    
Amount
    
Rate
    
Amount
    
Rate
  
   
(Dollars in thousands)
  
Noninterest bearing demand deposits
   $ 2,078,298       -     $ 1,890,979       -     $ 1,758,175       -  
Interest bearing demand deposits
     4,907,058       0.46 %     4,649,235       0.76 %     4,051,362       0.99 %
Savings deposits
     943,317       0.34 %     784,504       0.46 %     712,740       0.52 %
Other time deposits
     3,322,733       1.86 %     3,782,727       2.22 %     3,633,453       2.79 %
                                                 
    Total deposits
   $ 11,251,406             $ 11,107,445             $ 10,155,730          
 
     
     The Bank’s other time deposits of $100,000 and greater, including certificates of deposits of $100,000 and greater, at December 31, 2011 had maturities as follows:


Maturing in
  
Amount
  
   
(In thousands)
  
Three months or less
   $ 275,426  
Over three months through six months
     210,349  
Over six months through 12 months
     395,462  
Over 12 months
     539,968  
Total
   $ 1,421,205  

The average maturity of time deposits at December 31, 2011 was approximately 14 months, virtually unchanged from December 31, 2010.

Liquidity and Capital Resources
One of the Company's goals is to provide adequate funds to meet increases in loan demand or any potential increase in the normal level of deposit withdrawals.  This goal is accomplished primarily by generating cash from the Bank’s operating activities and maintaining sufficient short-term liquid assets.  These sources, coupled with a stable deposit base and a strong reputation in the capital markets, allow the Company to fund earning assets and maintain the availability of funds.  Management believes that the Bank’s traditional sources of maturing loans and investment securities, sales of loans held for sale, cash from operating activities and a strong base of core deposits are adequate to meet the Company’s liquidity needs for normal operations over both the short-term and the long-term.
To provide additional liquidity, the Company utilizes short-term financing through the purchase of federal funds and securities sold under agreement to repurchase.  All securities sold under agreements to repurchase are accounted for as collateralized financing transactions and are recorded at the amounts at which the securities were acquired or sold plus accrued interest.  Further, the Company maintains a borrowing relationship with the FHLB which provides access to short-term and long-term borrowings.  The Company also has access to the Federal Reserve discount window and other bank lines.  The Company had short-term advances from the FHLB totaling $1.5 million and $2.7 million at December 31, 2011 and 2010, respectively.  The Company repaid $75.0 million in long-term borrowings from the FHLB during the second quarter of 2011.  As a result, long-term borrowings were $33.5 million and $110.0 million at December 31, 2011 and 2010, respectively.  The Company has pledged eligible mortgage loans to secure the FHLB borrowings and had $3.0 billion in additional borrowing capacity under the existing FHLB borrowing agreement at December 31, 2011.  The Company had federal funds purchased and securities sold under agreement to repurchase of $373.9 million and $440.6 million at December 31, 2011 and 2010, respectively.
The Company had non-binding federal funds borrowing arrangements with other banks aggregating $729.0 million at December 31, 2011.  Secured borrowing arrangements utilizing the Company’s securities portfolio also provide substantial additional liquidity to the Company.  Such arrangements typically provide for borrowings of 95% to 98% of the unencumbered fair value of the Company’s federal government and government agencies
 
 
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securities portfolio.  The ability of the Company to obtain funding from these or other sources could be negatively affected should the Company experience a substantial deterioration in its financial condition or its debt rating, or should the availability of short-term funding become restricted as a result of the disruption in the financial markets.  Management does not anticipate any short- or long-term changes to its liquidity strategies and believes that the Company has ample sources to meet the liquidity challenges caused by the current economic conditions.  The Company utilizes, among other tools, maturity gap tables, interest rate shock scenarios and an active asset and liability management committee to analyze, manage and plan asset growth and to assist in managing the Company’s net interest margin and overall level of liquidity.

Off-Balance Sheet Arrangements
In the ordinary course of business, the Company enters into various off-balance sheet commitments and other arrangements to extend credit that are not reflected on the consolidated balance sheets of the Company.  The business purpose of these off-balance sheet commitments is the routine extension of credit.  As of December 31, 2011, commitments to extend credit included $158.9 million for letters of credit and $2.0 billion for interim mortgage financing, construction credit, credit card and other revolving line of credit arrangements.  While most of the commitments to extend credit were made at variable rates, included in these commitments were forward commitments to fund individual fixed-rate mortgage loans of $104.2 million at December 31, 2011, with a carrying value and fair value reflecting a gain of $2.1 million, which has been recognized in the Company’s results of operations.  Fixed-rate lending commitments expose the Company to risks associated with increases in interest rates.  As a method to manage these risks, the Company also enters into forward commitments to sell individual fixed-rate mortgage loans.  At December 31, 2011, the Company had $107.0 million in such commitments to sell, with a carrying value and fair value reflecting a loss of $1.1 million, which has been recognized in the Company’s results of operations.  The Company also faces the risk of deteriorating credit quality of borrowers to whom a commitment to extend credit has been made; however, no significant credit losses are expected from these commitments and arrangements.

Regulatory Requirements for Capital
The Company is required to comply with the risk-based capital guidelines established by the Board of Governors of the Federal Reserve System.  These guidelines apply a variety of weighting factors that vary according to the level of risk associated with the assets.  Capital is measured in two “Tiers”: Tier I consists of common shareholders’ equity and qualifying non-cumulative perpetual preferred stock, less goodwill and certain other intangible assets; and Tier II consists of general allowance for losses on loans and leases, “hybrid” debt capital instruments and all or a portion of other subordinated capital debt, depending upon remaining term to maturity.  Total capital is the sum of Tier I and Tier II capital.  The required minimum ratio levels to be considered adequately capitalized for the Company’s Tier I capital, total capital, as a percentage of total risk-adjusted assets, and Tier I leverage capital (Tier I capital divided by total assets, less goodwill)  are 4%,  8% and 4%, respectively.  The Company exceeded the required minimum levels for these ratios at December 31, 2011 and 2010.

   
December 31, 2011
    
December 31, 2010
  
   
Amount
    
Ratio
    
Amount
    
Ratio
  
   
(Dollars in thousands)
  
BancorpSouth, Inc.
                        
   Tier I capital (to risk-weighted assets)
   $ 1,129,746       11.77 %   $ 1,070,744       10.61 %
   Total capital (to risk-weighted assets)
     1,250,801       13.03       1,197,626       11.87  
   Tier I leverage capital (to average assets)
     1,129,746       8.85       1,070,744       8.07  


The FDIC’s capital-based supervisory system for insured financial in­stitutions categorizes the capital position for banks into five categories, ranging from “well capitalized” to “critically undercapitalized.”  For a bank to be classified as “well capitalized,” the Tier I capital, total capital and leverage capital ratios must be at least 6%, 10% and 5%, respectively.  The Bank met the criteria for the “well capitalized” category at December 31, 2011 and 2010.
 
 
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December 31, 2011
    
December 31, 2010
  
   
Amount
    
Ratio
    
Amount
    
Ratio
  
   
(Dollars in thousands)
  
BancorpSouth Bank
                        
   Tier I capital (to risk-weighted assets)
   $ 1,099,369       11.46 %   $ 1,040,714       10.32 %
   Total capital (to risk-weighted assets)
     1,220,424       12.73       1,167,596       11.58  
   Tier I leverage capital (to average assets)
     1,099,369       8.67       1,040,714       7.87  

    Federal and state banking laws and regulations and state corporate laws restrict the amount of dividends that the Company may declare and pay. For example, under guidance issued by the Federal Reserve Board, as a bank holding company, the Company required to consult with the Federal Reserve before declaring dividends and is to consider eliminating, deferring or reducing dividends if (i) the Company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) the Company’s prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition, or (iii) the Company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
In addition, the Company needs the approval of the Federal Reserve and the Bank needs the approval of the FDIC before paying cash dividends. Further, the Bank’s board of directors has approved a resolution requested by the FDIC and the Mississippi Department of Banking and Consumer Finance such that the declaration and payment of dividends will be limited to the Bank’s current net operating income and conditioned upon the prior written consent of the regulators and maintenance of minimum capital ratios. Finally, the Company’s board of directors has approved a resolution requested by the Federal Reserve such that the Company needs the prior approval of the Federal Reserve before making any declaration or payment of dividends on any of its capital stock.

Uses of Capital
The Company may pursue acquisitions of depository institutions and businesses closely related to banking that further the Company’s business strategies, including FDIC-assisted transactions.  The Company anticipates that consideration for any transactions other than FDIC-assisted transactions would include shares of the Company’s common stock, cash or a combination thereof.
Management determined not to extend the Company’s stock repurchase program when it expired on April 30, 2011. No shares of Company common stock were repurchased under this program in 2011. A total of 460,700 shares were repurchased under this program during the period from May 1, 2007 through April 30, 2011.
In 2002, the Company issued $128.9 million 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 upon obtaining approval of the Federal Reserve.  The $125.0 million in trust preferred securities issued by the Trust qualifies as Tier I capital under Federal Reserve guidelines.  The Company may prepay the Junior Subordinated Debt Securities, and in turn the trust preferred securities, at a prepayment price of 100% of the principal amount of these securities within 90 days of a determination by the Federal Reserve that trust preferred securities will no longer qualify as Tier I capital.
The Company assumed $6.2 million in Junior Subordinated Debt Securities and the related $6.0 million in trust preferred securities pursuant to the merger on December 31, 2004 with Business Holding Corporation.  The Company also assumed $6.7 million in Junior Subordinated Debt Securities and the related $6.5 million in trust preferred securities pursuant to the merger on December 1, 2005 with American State Bank Corporation and $18.5 million in Junior Subordinated Debt Securities and the related $18.0 million in trust preferred securities pursuant to the merger on March 1, 2007 with City Bancorp.  The Company’s $30.5 million in assumed trust preferred securities qualifies as Tier I capital under Federal Reserve Board guidelines.  See Note 12 to the Company’s Consolidated Financial Statements included elsewhere in this Report for additional information regarding Junior Subordinated Debt Securities.

Contractual Obligations
The Company has contractual obligations to make future payments on debt and lease agreements.  See Notes 10, 11, 12 and 24 to the Company’s Consolidated Financial Statements included elsewhere in this Report for
 
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further disclosures regarding contractual obligations.  The following table summarizes the Company’s contractual obligations at December 31, 2011:
 
 
   
Payment Due by Period
  
         
Less than
    
One to Three
    
Three to Five
    
More than
  
   
Total
    
One Year
    
Years
    
Years
    
Five Years
  
Contractual obligations:
  
(In thousands)
  
Deposit maturities
   $ 10,955,189     $ 9,907,959     $ 711,665     $ 335,322     $ 243  
Junior subordinated debt
     160,312       -       -       -       160,312  
Long-term FHLB borrowings
     33,500       -       -       3,500       30,000  
Short-term FHLB and other borrowings
     1,581       1,518       36       27       -  
Operating lease obligations
     20,864       6,052       7,135       3,042       4,635  
Purchase obligations
     38,232       20,019       12,269       3,636       2,308  
Total contractual obligations
   $ 11,209,678     $ 9,935,548     $ 731,105     $ 345,527     $ 197,498  

The Company’s operating lease obligations represent short and long-term operating lease and rental payments for facilities, certain software and data processing and other equipment.  Purchase obligations represent obligations to purchase goods and services that are legally binding and enforceable on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.  The purchase obligation amounts presented above primarily relate to certain contractual payments for services provided related to information technology.

Certain Litigation Contingencies
The nature of the Company’s business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative investigations and proceedings. Although the Company and its subsidiaries have developed policies and procedures to minimize the impact of legal noncompliance and other disputes, and endeavored to provide reasonable insurance coverage, litigation and regulatory actions present an ongoing risk.
The Company and its subsidiaries are engaged in lines of business that are heavily regulated and involve a large volume of financial transactions and potential transactions with numerous customers or applicants. From time to time, borrowers, customers, former employees and other third parties have brought actions against the Company or its subsidiaries, in some cases claiming substantial damages. Financial services companies are subject to the risk of class action litigation and, from time to time, the Company and its subsidiaries are subject to such actions brought against it. Additionally, the Bank is, and management expects it to be, engaged in a number of foreclosure proceedings and other collection actions as part of its lending and leasing collections activities, which, from time to time, have resulted in counterclaims against the Bank. Various legal proceedings have arisen and may arise in the future out of claims against entities to which the Company is a successor as a result of business combinations. The Company’s insurance has deductibles, and will likely not cover all such litigation or other proceedings or the costs of defense. The Company and its subsidiaries may also be subject to enforcement actions by federal or state regulators, including the Securities and Exchange Commission, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, the Department of Justice, state attorneys general and the Mississippi Department of Banking and Consumer Finance.
When and as the Company determines it has meritorious defenses to the claims asserted, it vigorously defends against such claims. The Company will consider settlement of claims when, in management’s judgment and in consultation with counsel, it is in the best interests of the Company to do so.
The Company cannot predict with certainty the cost of defense, the cost of prosecution or the ultimate outcome of litigation and other proceedings filed by or against it, its directors, management or employees, including remedies or damage awards. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings as well as certain threatened claims (which are not considered incidental to the ordinary conduct of the Company’s business) utilizing the latest and most reliable information available. For matters where a loss is not probable or the amount of the loss cannot be estimated, no accrual is established. For matters where it is probable the Company will incur a loss and the amount can be reasonably estimated, the Company establishes an accrual for the loss. Once established, the accrual is adjusted periodically to reflect any relevant developments. The actual cost of any outstanding legal proceedings or threatened claims,
 
 
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however, may turn out to be substantially higher than the amount accrued. Further, the Company’s insurance will not cover all such litigation, other proceedings or claims, or the costs of defense.
While the final outcome of any legal proceedings is inherently uncertain, based on the information available, advice of counsel and available insurance coverage, management believes that the litigation-related expense accrued as of December 31, 2011 is adequate and that any incremental liability arising from the Company’s legal proceedings and threatened claims, including the matters described herein and those otherwise arising in the ordinary course of business, will not have a material adverse effect on the Company's business or consolidated financial condition. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any one or more of the lawsuits in which the Company or its subsidiaries are defendants, which may be material to the Company’s results of operations for a given fiscal period.
On May 12, 2010, the Company and its Chief Executive Officer, President and Chief Financial Officer were named in a purported class action lawsuit filed in the U.S. District Court for the Middle District of Tennessee on behalf of certain purchasers of the Company’s common stock. On September 17, 2010, an Executive Vice President of the Company was added as a party to the lawsuit. The amended complaint alleges that the defendants issued materially false and misleading statements regarding the Company’s business and financial results. The plaintiff seeks class certification, an unspecified amount of damages and awards of costs and attorneys’ fees and other equitable relief. No class has been certified and, at this stage of the lawsuit, management cannot determine the probability of an unfavorable outcome to the Company. There are significant uncertainties involved in any purported class action litigation.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
On August 16, 2011, a shareholder filed a putative derivative action purportedly on behalf of the Company in the Circuit Court of Lee County, Mississippi, against certain current and past executive officers and the members of the Board of Directors of the Company. The plaintiff in this shareholder derivative lawsuit asserts that the individual defendants violated their fiduciary duties based upon substantially the same facts as alleged in the purported class action lawsuit described above. The plaintiff is seeking to recover damages in an unspecified amount and equitable and/or injunctive relief. Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
In November 2010, the Company was informed that the Atlanta Regional Office of the SEC had issued an Order of Investigation concerning the Company.  This investigation is ongoing and is primarily focused on the Company’s recording and reporting of its unaudited financial statements, including the allowance and provision for credit losses, and its internal controls and its communications with the independent auditors prior to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  In connection with its investigation, the SEC issued subpoenas for documents and testimony, with which the Company has fully complied.  The Company is cooperating fully with the SEC. No claims have been made by the SEC against the Company or against any individuals affiliated with the Company. At this time, it is not possible to predict when or how the investigation will be resolved or the cost or potential liabilities associated with this matter.
On May 18, 2010, the Bank was named as a defendant in a purported class action lawsuit filed by two Arkansas customers of the Bank in the U.S. District Court for the Northern District of Florida. The suit challenges the manner in which overdraft fees were charged and the policies related to posting order of debit card and ATM transactions. The suit also makes a claim under Arkansas’ consumer protection statute. The case was transferred to pending multi-district litigation in the U.S. District Court for the Southern District of Florida. No class has been certified and, at this stage of the lawsuit, management of the Company cannot determine the probability of an unfavorable outcome to the Company. There are significant uncertainties involved in any purported class action litigation.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. However, there can be no assurance that an adverse outcome or settlement would not have a material adverse effect on the Company’s consolidated results of operations for a given fiscal period.

Recent Pronouncements
On January 1, 2009, the Company adopted a new accounting standard regarding business combinations.  This new accounting standard expands the definition of transactions and events that qualify as business
 
 
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combinations; requires that the acquired assets and liabilities, including contingencies and loans, be recorded at fair value determined on the acquisition date; changes the recognition timing for restructuring costs; and requires the expensing of acquisition costs as incurred.  The adoption of this new accounting standard regarding business combinations has had no material impact on the financial position or results of operations of the Company.
On January 1, 2009, the Company adopted a new accounting standard regarding non-controlling interests in consolidated financial statements.  This new accounting standard requires that acquired assets and liabilities be measured at full fair value without consideration to ownership percentage.  Any non-controlling interests in an acquiree should be presented as a separate component of equity rather than on a mezzanine level.  Additionally, this new accounting standard provides that net income or loss should be reported in the consolidated income statement at its consolidated amount, with disclosure on the face of the consolidated income statement of the amount of consolidated net income which is attributable to the parent and non-controlling interest, respectively.  The adoption of this new accounting standard regarding non-controlling interests in consolidated financial statements has had no impact on the financial position or results of operations of the Company.  The Company does not have any non-controlling interests as it wholly owns all of its subsidiaries.
On January 1, 2009, the Company adopted a new accounting standard regarding disclosures about derivative instruments and hedging activities.  This new accounting standard changes the disclosure requirements for derivative instruments and hedging activities by requiring entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under an existing standard regarding derivative instruments and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  This new accounting standard regarding disclosures about derivative instruments and hedging activities has impacted disclosures only and has not had an impact on the financial position or results of operations of the Company.  All required disclosures are contained in this Report.
In April 2009, the Company adopted a new accounting standard regarding the determination of fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly.  This new accounting standard provides guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased and re-emphasizes that the objective of a fair value measurement remains an exit price.  The adoption of this new accounting standard did not have an impact on the financial position or results of operations of the Company.
In April 2009, the Company adopted a new accounting standard regarding recognition and presentation of other-than-temporary impairment which amends existing guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairment on debt and equity securities in the financial statements.  The new accounting standard did not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  The new accounting standard specifies that a debt security is considered other-than-temporarily impaired when an entity’s management intends to sell the security or that it is more-likely-than not that the entity will be required to sell the security prior to recovery of its cost basis.  The guidance requires that for impaired held-to-maturity and available-for-sale debt securities that an entity does not intend to sell and will not be required to sell prior to recovery but for which credit losses exist, the other-than-temporary impairment should be separated between the total impairment related to credit losses, which should be recognized in current earnings, and the amount of impairment related to all other factors, which should be recognized in other comprehensive income.  There was no initial effect of adoption of this new accounting standard regarding recognition and presentation of other-than-temporary impairment on the financial position or results of operations of the Company because all previously taken impairment was deemed to be credit related.
Effective June 30, 2009, the Company adopted a new accounting standard regarding subsequent events.  This new accounting standard establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  The Company has evaluated any subsequent events through the date of this filing.  Management does not believe there are any material subsequent events which would require further disclosure.  The adoption of this new accounting standard regarding subsequent events has had no material impact on the financial position or results of operations of the Company.
In December 2009, the Company adopted a new accounting standard related to the disclosures of plan assets of a defined benefit pension or other postretirement plan which provides guidance on additional disclosures
 
 
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about plan assets.  The adoption of this new accounting standard has impacted disclosures only and has not had an impact on the financial position or results of operations of the Company.
In January 2010, the Company adopted a new accounting standard regarding accounting for transfers of financial assets.  This new accounting standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets.  The adoption of this new accounting standard regarding accounting for transfers of financial assets has had no material impact on the financial position or results of operations of the Company.
In January 2010, the Company adopted a new accounting standard regarding consolidation of variable interest entities.  This new accounting standard amends existing accounting literature regarding consolidation of variable interest entities to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements.  The adoption of this new accounting standard regarding consolidation of variable interest entities has had no material impact on the financial position or results of operations of the Company.
In January 2010, the FASB issued an accounting standards update (“ASU”) regarding fair value measurements and disclosures.  This ASU revises two disclosure requirements concerning fair value measurements and clarifies two others.  This ASU requires expanded disclosures related to significant transfers in and out of Level 1 and Level 2 fair value measurement and the reasons for the transfers, as well as the clarifications of existing disclosures, and was effective for interim or annual reporting periods beginning after December 15, 2009.  The new disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for interim or annual reporting periods beginning after December 15, 2010.  This ASU impacts disclosures only and is included in Note 14 to the Company’s Consolidated Financial Statements included in this Report.  This ASU did not have an impact on the financial position or results of operations of the Company.
In July 2010, the FASB issued a new accounting standard regarding disclosures about the credit quality of financing receivables and the allowance for credit losses.  This new accounting standard amends existing accounting literature regarding disclosures about the credit quality of financing receivables and the allowance for credit losses to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses.  This new accounting standard is effective for fiscal years and interim reporting periods ending on or after December 15, 2010.  This new accounting standard regarding disclosures about the credit quality of financing receivables and the allowance for credit losses impacts disclosures only and is included in Notes 5 and 6 to the Company’s Consolidated Financial Statements included in this Report.  The new accounting standard did not have an impact on the financial position or results of operations of the Company.
In April 2011, the FASB issued an ASU regarding a creditor’s determination of whether a restructuring should be considered a TDR.  This ASU provides additional guidance related to determining whether a creditor has granted a concession, including factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant.  The ASU also prohibits creditors from using the borrower’s effective rate test to evaluate whether a concession has been granted to the borrower and adds factors for creditors to use in determining whether a borrower is experiencing financial difficulties.  The ASU ends the deferral of activity-based disclosures about TDRs that are part of the new credit-quality disclosure requirements.  The ASU is effective for interim and annual periods beginning on or after June 15, 2011.  This ASU did not have a material impact on the financial position or results of operations of the Company.
In April 2011, the FASB issued an ASU regarding reconsideration of effective control for repurchase agreements.  This ASU removes from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion.  Other criteria applicable to the assessment of effective control are not changed by this ASU.  The ASU is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date.  Early adoption is not permitted.  The new ASU is not expected to have a material impact on the financial position and results of operations of the Company.
In May 2011, the FASB issued an ASU regarding amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).  This ASU
 
 
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provides amendments to ensure that fair value has the same meaning in U.S. GAAP and IFRS and that their respective fair value measurements and disclosure requirements are the same.  The ASU is effective during interim and annual periods beginning after December 15, 2011 and should be applied prospectively.  Early adoption is not permitted.  The Company is in the process of assessing the impact of this new ASU on the financial position and results of operations of the Company.
In June 2011, the FASB issued an ASU regarding the presentation of comprehensive income.  This ASU amends existing guidance and eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholder’s equity.  This ASU requires that comprehensive income be presented in either a single continuous statement or in two separate but consecutive statements.  This ASU is effective for interim and annual periods beginning on or after December 15, 2011.  The adoption of this ASU is expected to change the manner in which the Company’s other comprehensive income is disclosed and will have no impact on the financial position and results of operations of the Company.
In September 2011, the FASB issued an ASU regarding goodwill impairment.  This ASU gives companies the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This ASU is effective for interim and annual periods beginning after December 15, 2011.  Early adoption is permitted.  The Company is currently assessing the impact of the adoption of this ASU on the financial position and results of operations of the Company.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk reflects the risk of economic loss resulting from changes in interest rates and market prices.  This risk of loss can be reflected in either reduced potential net interest revenue in future periods or diminished market values of financial assets.
The Company’s market risk arises primarily from interest rate risk that is inherent in its lending, investment and deposit taking activities.  Financial institutions derive their income primarily from the excess of interest collected over interest paid.  The rates of interest the Company earns on certain of its assets and owes on certain of its liabilities are established contractually for a period of time.  Because market interest rates change over time, the Company is exposed to lower profit margins (or losses) if it cannot adapt to interest rate changes.  Several techniques might be used by a financial institution to minimize interest rate risk.  One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investing decisions based on payment streams, interest rates, contractual maturities, repricing opportunities and estimated sensitivity to actual or potential changes in market interest rates.  Such activities fall under the broad definition of asset/liability management.  The Company’s primary asset/liability management technique is the measurement of its asset/liability gap, that is, the difference between the amounts of interest-sensitive assets and liabilities that will be refinanced (repriced) during a given period.  If the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year or longer period, the Company is in an asset-sensitive gap position.  In this situation, net interest revenue would increase if market interest rates rose or decrease if market interest rates fell.  If, alternatively, more liabilities than assets will reprice, the Company is in a liability-sensitive position.  Accordingly, net interest revenue would decline when rates rose and increase when rates fell.  These examples assume that interest-rate changes for assets and liabilities are of the same magnitude, whereas actual interest-rate changes generally differ in magnitude for assets and liabilities.
Management seeks to manage interest rate risk through the utilization of various tools that include matching repricing periods for new assets and liabilities and managing the composition and size of the investment portfolio so as to reduce the risk in the deposit and loan portfolios, while at the same time maximizing the yield generated from the portfolio.
Mortgage servicing rights (“MSRs”) are sensitive to changes in interest rates.  Changes in the fair value of the Company’s MSRs are generally a result of changes in mortgage interest rates from the previous reporting date.  An increase in mortgage interest rates typically results in an increase in the fair value of the MSRs while a decrease in mortgage interest rates typically results in a decrease in the fair value of MSRs.  The Company does not hedge the change in fair value of its MSRs and is susceptible to significant fluctuations in their value in changing interest rate environments.
The Company enters into interest rate swaps (derivative financial instruments) to meet the financing, interest rate and equity risk management needs of its customers.  Upon entering into these instruments to meet
 
 
66
 
customer needs, the Company enters into offsetting positions to minimize interest rate and equity risk to the Company.  These instruments are reported at fair value and the value of these positions, which are offsetting, are recorded in other assets and other liabilities on the consolidated balance sheets.
The table below provides information about the Company’s financial instruments that are sensitive to changes in interest rates as of December 31, 2011.  The expected maturity categories take into account repricing opportunities as well as contractual maturities.  For core deposits without contractual maturities (e.g., interest bearing checking, savings and money market accounts), the table presents cash flows based on management’s judgment concerning their most likely runoff or repricing behaviors.  The fair value of loans, deposits and other borrowings are based on the discounted value of expected cash flows using a discount rate that is commensurate with the maturity.  The fair value of securities is based on market prices or dealer quotes.

                                                 
                                             
Fair value
  
   
Principal Amount Maturing/Repricing in:
          
December 31,
  
   
2012
    
2013
    
2014
    
2015
    
2016
    
Thereafter
    
Total
    
2011
  
Rate-sensitive assets:
  
(Dollars in thousands)
  
Fixed interest rate loans and leases
   $ 1,305,313     $ 992,548     $ 998,375     $ 684,511     $ 952,529     $ 325,016     $ 5,258,292     $ 5,250,363  
Average interest rate
     5.57 %     5.76 %     5.51 %     5.57 %     5.16 %     5.44 %     5.51 %        
Variable interest rate loans and leases
   $ 3,230,720     $ 89,247       67,205       25,744       57,140       225,421     $ 3,695,477     $ 3,759,127  
Average interest rate
     4.64 %     5.35 %     4.90 %     5.66 %     4.86 %     5.03 %     4.70 %        
Fixed interest rate securities
   $ 412,389     $ 499,561     $ 508,283     $ 205,165     $ 86,257     $ 717,779     $ 2,429,434     $ 2,513,763  
Average interest rate
     2.35 %     2.29 %     1.96 %     3.03 %     4.06 %     4.10 %     2.89 %        
Other interest bearing assets
   $ 303,663       -       -       -       -       -     $ 303,663     $ 303,663  
Average interest rate
     0.26 %     -       -       -       -       -       0.26 %        
 
Mortgage servicing rights (1)
     -       -       -       -       -       -     $ 30,123     $ 30,123  
 
Rate-sensitive liabilities:
                                                                
Savings and  interest bearing checking
   $ 5,698,527       -       -       -       -       -     $ 5,698,527     $ 5,698,527  
Average interest rate
     0.37 %     -       -       -       -       -       0.37 %        
Fixed interest rate time deposits
   $ 1,939,633     $ 355,323     $ 356,342     $ 212,470     $ 122,852     $ 243     $ 2,986,863     $ 3,029,147  
Average interest rate
     1.17 %     1.96 %     3.02 %     2.96 %     1.85 %     10.41 %     1.64 %        
Fixed interest rate borrowings
   $ 1,500     $ -     $ -     $ 3,568     $ -     $ 190,312     $ 195,380     $ 201,709  
Average interest rate
     4.71 %     -       -       4.91 %     -       7.41 %     7.34 %        
Variable interest rate borrowings
   $ 329,950     $ 40,948       -     $ 3,035       -       -     $ 373,933     $ 373,742  
Average interest rate
     0.06 %     0.10 %     -       0.50 %     -       -       0.07 %        
 
Rate-sensitive off balance sheet items:
 
  
Commitments to extend credit for single family
mortgage loans
   $ 104,229       -       -       -       -       -     $ 104,229     $ 104,229  
Average interest rate
     3.80 %     -       -       -       -       -       3.80 %        
  
Forward contracts to sell individual fixed rate
mortgage loans
   $ 106,961       -       -       -       -       -     $ 106,961     $ 106,961  
Average interest rate
     3.51 %     -       -       -       -       -       3.51 %        
Interest rate swap position to receive
   $ 493,343       -       -       -       -       -     $ 493,343     $ 53,608  
Average interest rate
     2.55 %     -       -       -       -       -       2.55 %        
Interest rate swap position to pay
   $ 493,343       -       -       -       -       -     $ 493,343     $ (54,349 )
Average interest rate
     5.94 %     -       -       -       -       -       5.94 %        
 
(1) Mortgage servicing rights represent a non-financial asset that is rate-sensitive in that its value is dependent upon the underlying mortgage loans being
  
serviced that are rate-sensitive.
  

For additional information about the Company’s market risk and its strategies for minimizing this risk, see  “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Interest Rate Sensitivity” and “– Interest Rate Risk Management” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Securities.”

 

 
 
67
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
SELECTED QUARTERLY FINANCIAL DATA


Summary of Quarterly Results
                        
   
Quarter Ended
  
   
March 31
    
June 30
    
Sept. 30
    
Dec. 31
  
2011
  
(In thousands, except per share amounts)
  
Interest revenue
   $ 138,828     $ 137,235     $ 132,397     $ 129,393  
Net interest revenue
     109,437       109,912       108,075       107,489  
Provision for credit losses
     53,479       32,240       25,112       19,250  
(Loss) income before income taxes
     (5,741 )     15,747       14,320       17,718  
Income tax (benefit) expense
     (5,247 )     2,921       2,386       4,415  
Net (loss) income
     (494 )     12,826       11,934       13,303  
(Loss) earnings per share: Basic
     (0.01 )     0.15       0.14       0.16  
                                         Diluted
     (0.01 )     0.15       0.14       0.16  
Dividends per share
     0.11       0.01       0.01       0.01  
 
2010
                                
Interest revenue
   $ 148,658     $ 146,162     $ 144,885     $ 143,057  
Net interest revenue
     111,882       109,329       109,678       110,253  
Provision for credit losses
     43,519       62,354       54,850       43,293  
Income (loss) before income taxes
     11,212       (15,955 )     1,493       17,488  
Income tax expense (benefit)
     2,816       (3,395 )     (9,767 )     1,641  
Net income (loss)
     8,396       (12,560 )     11,260       15,847  
Earnings (loss) per share: Basic
     0.10       (0.15 )     0.13       0.19  
                                         Diluted
     0.10       (0.15 )     0.13       0.19  
Dividends per share
     0.22       0.22       0.22       0.22  



 
68
 
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:
 
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
 
Based on management’s assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2011.
 
The Company’s independent registered public accounting firm has issued a report on the effectiveness of the Company’s internal control over financial reporting. That report appears on page 70 of this Report.


 
69
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
BancorpSouth, Inc.:

We have audited BancorpSouth, Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). BancorpSouth, Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, BancorpSouth, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of BancorpSouth, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2011, and our report dated February 27, 2012 expressed an unqualified opinion on those consolidated financial statements.


/s/ KPMG LLP

Memphis, Tennessee
February 27, 2012

 
70
 

Report Of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
BancorpSouth, Inc.:
 
 We have audited the accompanying consolidated balance sheets of BancorpSouth, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BancorpSouth, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), BancorpSouth, Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2012 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.


/s/ KPMG LLP

Memphis, Tennessee
February 27, 2012


 
71
 


Consolidated Balance Sheets
            
BancorpSouth, Inc. and Subsidiaries
  
December 31,
  
   
2011
    
2010
  
Assets
  
(In thousands)
  
Cash and due from banks
   $ 195,681     $ 99,916  
Interest bearing deposits with other banks
     303,663       172,170  
Held-to-maturity securities (fair value of $- and $1,632,691, respectively)
     -       1,613,019  
Available-for-sale securities (amortized cost of $2,448,051 and $1,074,350, respectively)
     2,513,518       1,096,062  
Federal funds sold and securities purchased under agreement to resell
     -       150,000  
Loans and leases
     8,911,258       9,376,351  
    Less:  Unearned income
     40,947       43,244  
              Allowance for credit losses
     195,118       196,913  
    Net loans and leases
     8,675,193       9,136,194  
Loans held for sale
     83,458       93,697  
Premises and equipment, net
     323,383       332,890  
Accrued interest receivable
     51,266       61,025  
Goodwill
     271,297       270,097  
Bank-owned life insurance
     200,085       194,064  
Other real estate owned
     173,805       133,412  
Other assets
     204,502       262,464  
                 
    Total Assets
   $ 12,995,851     $ 13,615,010  
                 
Liabilities and Shareholders' Equity
                
Deposits:
                
  Demand:
                
    Noninterest bearing
   $ 2,269,799     $ 2,060,145  
    Interest bearing
     4,706,825       4,931,518  
  Savings
     991,702       863,034  
  Other time
     2,986,863       3,635,324  
    Total deposits
     10,955,189       11,490,021  
Federal funds purchased and securities sold under agreement to repurchase
     373,933       440,593  
Short-term Federal Home Loan Bank borrowings and other short-term borrowings
     1,500       2,727  
Accrued interest payable
     8,644       14,336  
Junior subordinated debt securities
     160,312       160,312  
Long-term Federal Home Loan Bank borrowings
     33,500       110,000  
Other liabilities
     199,861       174,777  
    Total Liabilities
     11,732,939       12,392,766  
Shareholders' Equity
                
Common stock, $2.50 par value
                
    Authorized - 500,000,000 shares; Issued - 83,483,796 and
                
      83,481,737 shares, respectively
     208,709       208,704  
Capital surplus
     227,567       224,976  
Accumulated other comprehensive loss
     (2,261 )     (14,453 )
Retained earnings
     828,897       803,017  
    Total Shareholders' Equity
     1,262,912       1,222,244  
Commitments and contingencies
                
    Total Liabilities and Shareholders' Equity
   $ 12,995,851     $ 13,615,010  
                 
See accompanying notes to consolidated financial statements.

 
72
 

Consolidated Statements of Income
                  
BancorpSouth, Inc. and Subsidiaries
  
Year Ended December 31,
  
   
2011
    
2010
    
2009
  
Interest Revenue
  
(In thousands, except per share amounts)
  
Loans and leases
   $ 461,076     $ 496,782     $ 517,013  
Deposits with other banks
     701       355       131  
Federal funds sold and securities purchased under agreement to resell
     167       606       74  
Held-to-maturity securities:
                        
  Taxable
     13,080       36,278       46,957  
  Tax-exempt
     5,638       10,409       8,852  
Available-for-sale securities:
                        
  Taxable
     43,989       32,033       35,026  
  Tax-exempt
     10,983       3,275       3,396  
Loans held for sale
     2,219       3,024       3,965  
    Total interest revenue
     537,853       582,762       615,414  
Interest Expense
                        
Deposits:
                        
  Interest bearing demand
     22,646       35,187       40,047  
  Savings
     3,211       3,576       3,700  
  Other time
     61,709       83,999       101,308  
Federal funds purchased and securities sold under agreement to repurchase
     458       841       1,629  
FHLB borrowings
     3,459       6,545       11,597  
Junior subordinated debt
     11,451       11,461       11,630  
Other
     6       11       604  
    Total interest expense
     102,940       141,620       170,515  
    Net interest revenue
     434,913       441,142       444,899  
Provision for credit losses
     130,081       204,016       117,324  
    Net interest revenue, after provision for credit losses
     304,832       237,126       327,575  
Noninterest Revenue
                        
Mortgage lending
     17,069       29,745       32,225  
Credit card, debit card and merchant fees
     42,373       37,663       34,244  
Service charges
     66,670       70,690       72,864  
Trust income
     12,186       11,149       9,698  
Securities gains (losses), net
     12,127       2,569       (55 )
Insurance commissions
     86,918       82,172       80,937  
Other
     33,502       30,156       45,363  
    Total noninterest revenue
     270,845       264,144       275,276  
Noninterest Expense
                        
Salaries and employee benefits
     282,880       271,688       278,734  
Occupancy, net of rental income
     42,362       43,008       42,108  
Equipment
     21,707       22,598       23,508  
Deposit insurance assessments
     21,316       19,259       19,672  
Prepayment penalty on FHLB borrowings
     9,778       -       -  
Other
     155,590       130,480       125,995  
    Total noninterest expense
     533,633       487,033       490,017  
    Income before income taxes
     42,044       14,237       112,834  
Income tax expense (benefit)
     4,475       (8,705 )     30,105  
    Net Income
   $ 37,569     $ 22,942     $ 82,729  
                         
Net Income Per Share: Basic
   $ 0.45     $ 0.28     $ 0.99  
                                       Diluted
   $ 0.45     $ 0.27     $ 0.99  
                         
See accompanying notes to consolidated financial statements.
                  


 
73
 
 

Consolidated Statements of Shareholders' Equity and Comprehensive Income
                    
BancorpSouth, Inc. and Subsidiaries
                    
Accumulated
              
Years Ended December 31, 2011, 2010 and 2009
                
Other
              
   
Common Stock
    
Capital
    
Comprehensive
    
Retained
        
   
Shares
    
Amount
    
Surplus
    
Income (Loss)
    
Earnings
    
Total
  
   
(Dollars in thousands, except per share amounts)
  
Balance, December 31, 2008
     83,105,100     $ 207,763     $ 215,255     $ (26,896 )   $ 844,138     $ 1,240,260  
  Net income
     -       -       -       -       82,729       82,729  
 Change in fair value of available-for-sale securities, net of tax effect of $4,389
     -       -       -       7,057       -       7,057  
 Change in pension funding status, net of tax effect of $7,080
     -       -       -       11,430       -       11,430  
  Comprehensive income
                                             101,216  
Exercise of stock options
     341,089       853       5,467       -       -       6,320  
 
Income tax benefit from exercise of stock options
     -       -       500       -       -       500  
Recognition of stock compensation
     4,107       10       1,325       -       -       1,335  
Cash dividends declared, $0.87 per share
     -       -       -       -       (73,335 )     (73,335 )
Balance, December 31, 2009
     83,450,296       208,626       222,547       (8,409 )     853,532       1,276,296  
  Net income
     -       -       -       -       22,942       22,942  
 Change in fair value of available-for-sale securities, net of tax effect of ($3,219)
     -       -       -       (5,165 )     -       (5,165 )
 Change in pension funding status, net of tax effect of ($544)
     -       -       -       (879 )     -       (879 )
  Comprehensive income
                                             16,898  
Exercise of stock options
     26,441       65       355       -       -       420  
Income tax benefit from exercise of stock options                                                
Recognition of stock compensation
     5,000       13       2,030       -       -       2,043  
Cash dividends declared, $0.88 per share
     -       -       -       -       (73,457 )     (73,457 )
Balance, December 31, 2010
     83,481,737       208,704       224,976       (14,453 )     803,017       1,222,244  
  Net income
     -       -       -       -       37,569       37,569  
  
                                                
 Change in fair value of available-for-sale securities, net of tax effect of $16,766
     -       -       -       26,989       -       26,989  
 Change in pension funding status, net of tax effect of ($9,166)
     -       -       -       (14,797 )     -       (14,797 )
  Comprehensive income
                                             49,761  
Exercise of stock options
     2,217       5       15       -       -       20  
 
Income tax expense from exercise of stock options
     -       -       (50 )     -       -       (50 )
Recognition of stock compensation
     5,000       13       2,670       -       -       2,683  
Repurchase of stock
     (5,158 )     (13 )     (44 )                     (57 )
Cash dividends declared, $0.14 per share
     -       -       -       -       (11,689 )     (11,689 )
Balance, December 31, 2011
     83,483,796     $ 208,709     $ 227,567     $ (2,261 )   $ 828,897     $ 1,262,912  
                                                 
See accompanying notes to consolidated financial statements.



 
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Consolidated Statements of Cash Flows
                  
BancorpSouth, Inc. and Subsidiaries
  
Year Ended December 31,
  
   
2011
    
2010
    
2009
  
Operating Activities:
  
(In thousands)
  
Net income
   $ 37,569     $ 22,942     $ 82,729  
  Adjustment to reconcile net income to net
                        
    cash provided by operating activities:
                        
      Provision for credit losses
     130,081       204,016       117,324  
      Depreciation and amortization
     28,890       29,763       30,797  
      Deferred taxes
     (6,568 )     (16,050 )     (9,358 )
      Amortization of intangibles
     3,324       3,909       4,957  
      Amortization of debt securities premium and discount, net
     19,176       5,111       5,561  
      Share-based compensation expense
     2,683       2,043       1,335  
      Security (gains) losses, net
     (12,127 )     (2,569 )     55  
      Net deferred loan origination expense
     (8,357 )     (8,948 )     (9,813 )
      Excess tax expense (benefit) from exercise of stock options
     50       (44 )     (500 )
      Decrease in interest receivable
     9,759       7,626       10,532  
      Decrease in interest payable
     (5,692 )     (5,252 )     (1,167 )
      Realized gain on student loans sold
     -       -       (3,690 )
      Proceeds from student loans sold
     -       -       159,543  
      Origination of student loans held for sale
     -       -       (33,407 )
      Realized gain on mortgages sold
     (36,968 )     (35,087 )     (25,089 )
      Proceeds from mortgages sold
     1,262,709       1,462,230       1,565,435  
      Origination of mortgages held for sale
     (1,212,548 )     (1,440,206 )     (1,542,029 )
      Increase in bank-owned life insurance
     (6,021 )     (6,293 )     (5,499 )
      Decrease (increase) in prepaid pension asset
     25,056       1,596       (51,322 )
      Decrease (increase) in prepaid deposit insurance assessments
     20,088       17,299       (49,625 )
      Other, net
     5,321       (18,088 )     33,256  
        Net cash provided by operating activities
     256,425       223,998       280,025  
Investing Activities:
                        
  Proceeds from calls and maturities of held-to-maturity securities
     135,781       600,231       399,302  
  Proceeds from calls and maturities of available-for-sale securities
     387,105       161,654       133,688  
  Proceeds from sales of available-for-sale securities
     274,807       136,769       -  
  Purchases of held-to-maturity securities
     (151,105 )     (1,180,677 )     (99,282 )
  Purchases of available-for-sale securities
     (414,269 )     (444,321 )     (105,027 )
  Net decrease (increase) in short-term investments
     150,000       (75,000 )     -  
  Net decrease (increase) in loans and leases
     298,884       193,684       (160,968 )
  Purchases of premises and equipment
     (20,475 )     (19,609 )     (25,296 )
  Proceeds from sale of premises and equipment
     2,363       486       3,399  
  Contingency earn-out payment
     (1,200 )     -       (1,130 )
  Other, net
     (51 )     (68 )     (65 )
        Net cash provided by (used in) investing activities
     661,840       (626,851 )     144,621  
Financing Activities:
                        
  Net (decrease) increase in deposits
     (534,832 )     812,319       965,830  
  Net decrease in short-term debt and other liabilities
     (69,399 )     (302,799 )     (1,420,072 )
  Advances of long-term debt
     -       -       30,000  
  Repayment of long-term debt
     (75,000 )     (33 )     (41 )
  Issuance of common stock
     20       420       6,320  
  Repurchase of common stock
     (57 )     -       -  
  Excess tax (benefit) expense from exercise of stock options
     (50 )     44       500  
  Payment of cash dividends
     (11,689 )     (73,457 )     (73,335 )
        Net cash (used in) provided by financing activities
     (691,007 )     436,494       (490,798 )
Increase (decrease) in Cash and Cash Equivalents
     227,258       33,641       (66,152 )
Cash and Cash Equivalents at Beginning of Year
     272,086       238,445       304,597  
Cash and Cash Equivalents at End of Year
   $ 499,344     $ 272,086     $ 238,445  
                         
See accompanying notes to consolidated financial statements.


 
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Notes to Consolidated Financial Statements
BancorpSouth, Inc. and Subsidiaries
December 31, 2011, 2010 and 2009

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of BancorpSouth, Inc. (the “Company”) have been prepared in conformity with U.S. GAAP.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and revenues and expenses for the periods reported.  Actual results could differ significantly from those estimates.  The Company’s subsidiaries are engaged in the business of banking, insurance, brokerage and other activities closely related to banking.  The Company and its subsidiaries are subject to the regulations of certain federal and state regulatory agencies and undergo periodic examinations by those regulatory agencies.  The following is a summary of the Company’s more significant accounting and reporting policies.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BancorpSouth Bank and its wholly owned subsidiaries (the “Bank”) and Gumtree Wholesale Insurance Brokers, Inc.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash Flow Statements
Cash equivalents include cash and amounts due from banks, including interest bearing deposits with other banks.  The Company paid interest of $108.6 million, $146.9 million and $171.7 million and income taxes of $11.6 million, $1.9 million and $8.7 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Securities
Securities are classified as either held-to-maturity, trading or available-for-sale.  Held-to-maturity securities are debt securities for which the Company has the ability and management has the intent to hold to maturity.  They are reported at amortized cost.  Trading securities are debt and equity securities that are bought and held principally for the purpose of selling them in the near term.  They are reported at fair value, with unrealized gains and losses included in earnings.  Available-for-sale securities are debt and equity securities not classified as either held-to-maturity securities or trading securities.  They are reported at fair value, with unrealized gains and losses excluded from earnings and reported, net of tax, as a separate component of shareholders’ equity until realized.  Gains and losses on securities are determined on the identified certificate basis.  Amortization of premium and accretion of discount are computed using the interest method.
During the second quarter of 2011, the Company determined that it no longer had the intent to hold until maturity all securities that were previously classified as held-to-maturity.  As a result of this determination, all securities were classified as available-for-sale and recorded at fair value as of June 30, 2011.  The Company reclassified held-to-maturity securities with amortized cost of $1.6 billion and fair value of $1.7 billion to available-for-sale resulting in an increase in other comprehensive income of $19.7 million during the second quarter of 2011.  The Company did not have any securities classified as held-to-maturity at December 31, 2011.
Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary.  The term “other-than-temporary” is not intended to indicate a permanent decline in value.  Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment.  Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, and whether the Company would be required to sell the securities before a full recovery of costs in order to predict whether the loss in value is other-than-temporary.  Once a decline in value is determined to be other-than-temporary, the impairment is separated into (a) the amount of the impairment related to the credit loss and (b) the amount of the impairment related to all other factors.  The value of the security is reduced by the other-than-temporary impairment with the amount of the impairment related to credit loss recognized as a charge to earnings and the amount of the impairment related to all other factors recognized in other comprehensive income.

Securities Purchased and Sold Under Agreements to Resell or Repurchase
Securities purchased under agreements to resell are accounted for as short-term investments and securities sold under agreements to repurchase are accounted for as collateralized financing transactions and are recorded at
 
 
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the amounts at which the securities were acquired or sold plus accrued interest.  The securities pledged as collateral are generally U.S. government and federal agency securities.

Loans and Leases
Loans and leases are recorded at the face amount of the notes reduced by collections of principal. Loans and leases include net unamortized deferred origination costs and fees. Net deferred origination costs and fees are recognized as a component of income using the effective interest method.  In the event of a loan pay-off, the remaining net deferred origination costs and fees are automatically recognized into income and/or expense.  Where doubt exists as to the collectibility of the loans and leases, interest income is recorded as payment is received.  Interest is recorded monthly as earned on all other loans.
Loans of $200,000 or more that become 60 or more days past due are identified for review by the Impairment Committee, which decides whether an impairment exists and to what extent a specific allowance for loss should be made.  Loans that do not meet these requirements may also be identified by management for impairment review.  Loans subject to such review are evaluated as to collateral dependency, current collateral value, guarantor or other financial support and likely disposition.  Each such loan is individually evaluated for impairment.  The impairment evaluation of real estate loans generally focuses on the fair value of underlying collateral obtained from appraisals, as the repayment of these loans may be dependent on the liquidation of the collateral.  In certain circumstances, other information such as comparable sales data is deemed to be a more reliable indicator of fair value of the underlying collateral than the most recent appraisal.  In these instances, such information is used in determining the impairment recorded for the loan.  As the repayment of commercial and industrial loans is generally dependent upon the cash flow of the borrower or guarantor support, the impairment evaluation generally focuses on the discounted future cash flows of the borrower or guarantor support, as well as the projected liquidation of any pledged collateral.  The Impairment Committee reviews the results of each evaluation and approves the final impairment amounts, which are then included in the analysis of the adequacy of the allowance for credit losses in accordance with FASB ASC 310.  Loans identified for impairment are placed in non-accrual status.
The Company’s policy is to obtain an appraisal at the time of loan origination for real estate collateral securing a loan of $250,000 or more, consistent with regulatory guidelines. The Company’s policy is to obtain an updated appraisal when certain events occur, such as the refinancing of the debt, the renewal of the debt or events that indicate potential impairment.  A new appraisal is generally ordered for loans greater than $200,000 that have characteristics of potential impairment, such as delinquency or other loan-specific factors identified by management, when a current appraisal (dated within the prior 12 months) is not available or when a current appraisal uses assumptions that are not consistent with the expected disposition of the loan collateral.  In order to measure impairment properly at the time that a loan is deemed to be impaired, a staff appraiser may estimate the collateral fair value based upon earlier appraisals, sales contracts, approved foreclosure bids, comparable sales, officer estimates or current market conditions until a new appraisal is received.  This estimate can be used to determine the extent of the impairment on the loan.  After a loan is deemed to be impaired, it is management’s policy to obtain an updated appraisal on at least an annual basis.  Management performs a review of the pertinent facts and circumstances of each impaired loan, such as changes in outstanding balances, information received from loan officers, and receipt of re-appraisals, on a monthly basis.  As of each review date, management considers whether additional impairment should be recorded based on recent activity related to the loan-specific collateral as well as other relevant comparable assets.  Any adjustment to reflect further impairments, either as a result of management’s periodic review or as a result of an updated appraisal, are made through recording additional loan loss provisions or charge-offs.
At December 31, 2011, impaired loans totaled $234.9 million, which was net of cumulative charge-offs of $52.2 million.  Additionally, the Company had specific reserves of $39.7 million included in the allowance for credit losses.  Impaired loans at December 31, 2011 were primarily from the Company’s residential construction, acquisition and development and commercial real estate portfolios.  Impaired loan charge-offs are determined necessary when management does not anticipate any future recovery of collateral values.  The loans were evaluated for impairment based on the fair value of the underlying collateral securing the loan.  As part of the impairment review process, appraisals are used to determine the property values.  The appraised values that are used are generally based on the disposition value of the property, which assumes Bank ownership of the property “as-is” and a 180-day marketing period.  If a current appraisal or one with an inspection date within the past 12 months using the necessary assumptions is not available, a new third-party appraisal is ordered.  In cases where an impairment exists and a current appraisal is not available at the time of review, a staff appraiser may determine an estimated value based upon earlier appraisals, the sales contract, approved foreclosure bids, comparable sales, comparable
 
 
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appraisals, officer estimates or current market conditions until a new appraisal is received.  After a new appraisal is received, the value used in the review will be updated and any adjustments to reflect further impairments are made.  Appraisals are obtained from state-certified appraisers based on certain assumptions which may include foreclosure status, bank ownership, other real estate owned marketing period of 180 days, costs to sell, construction or development status and the highest and best use of the property.  A staff appraiser may make adjustments to appraisals based on sales contracts, comparable sales and other pertinent information if an appraisal does not incorporate the effect of these assumptions.
When a guarantor is relied upon as a source of repayment, the Company analyzes the strength of the guaranty.  This analysis varies based on circumstances, but may include a review of the guarantor’s personal and business financial statements and credit history, a review of the guarantor’s tax returns and the preparation of a cash flow analysis of the guarantor.  Management will continue to update its analysis on individual guarantors as circumstances change.  Because of the continued weakness in the economy, subsequent analyses may result in the identification of the inability of some guarantors to perform under the agreed upon terms.
The Bank's policy provides that loans and leases are generally placed in non-accrual status if, in management’s opinion, payment in full of principal or interest is not expected or payment of principal or interest is more than 90 days past due, unless the loan or lease is both well-secured and in the process of collection.  Once placed in non-accrual status, all accrued but uncollected interest related to the current fiscal year is reversed against the appropriate interest and fee income on loans and leases account with any accrued but uncollected interest related to prior fiscal years reversed against the allowance for credit losses account.
In the normal course of business, management grants concessions to borrowers, which would not otherwise be considered, where the borrowers are experiencing financial difficulty.  Loans identified as meeting the criteria set out in FASB ASC 310 are identified as TDRs.  The concessions granted most frequently for TDRs involve reductions or delays in required payments of principal and interest for a specified time, the rescheduling of payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan.  In most cases, the conditions of the credit also warrant nonaccrual status, even after the restructure occurs.  As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure.  TDR loans may be returned to accrual status in years after the restructure if there has been at least a six-month sustained period of repayment performance under the restructured loan terms by the borrower and the interest rate at the time of restructure was at or above market for a comparable loan.  During 2011, the most common concessions involved rescheduling payments of principal and interest over a longer amortization period, granting a period of reduced principal payment or interest only payment for a limited time period, or the rescheduling of payments in accordance with a bankruptcy plan.

Provision and Allowance for Credit Losses
The provision for credit losses is the periodic cost of providing an allowance or reserve for estimated probable losses on loans and leases.  The Bank’s Board of Directors has appointed a loan loss reserve valuation committee (the “Loan Loss Committee”), which bases its estimates of credit losses on three primary components:  (1) estimates of inherent losses that may exist in various segments of performing loans and leases; (2) specifically identified losses in individually analyzed credits; and (3) qualitative factors that may impact the performance of the loan and lease portfolio.  Factors such as financial condition of the borrower and guarantor, recent credit performance, delinquency, liquidity, cash flows, collateral type and value are used to assess credit risk.  Expected loss estimates are influenced by the historical losses experienced by the Bank for loans and leases of comparable creditworthiness and structure.  Specific loss assessments are performed for loans and leases of significant size and delinquency based upon the collateral protection and expected future cash flows to determine the amount of impairment under FASB ASC 310.  In addition, qualitative factors such as changes in economic and business conditions, concentrations of risk, loan and lease growth, acquisitions and changes in portfolio risk resulting from regulatory changes are considered in determining the adequacy of the level of the allowance for credit losses.
Attention is paid to the quality of the loan and lease portfolio through a formal loan review process. An independent loan review department of the Bank is responsible for reviewing the credit rating and classification of individual credits and assessing trends in the portfolio, adherence to internal credit policies and procedures and other factors that may affect the overall adequacy of the allowance for credit losses.  The Loan Loss Committee is responsible for ensuring that the allowance for credit losses provides coverage of both known and inherent losses.  The Loan Loss Committee meets at least quarterly to determine the amount of adjustments to the allowance for credit losses.   The Loan Loss Committee is composed of senior management from the Bank’s loan administration and finance departments.  In 2010, the Bank established a real estate risk management group and an Impairment
 
 
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Committee.  The real estate risk management group oversees compliance with regulations and U.S. GAAP related to lending activities where real estate is the primary collateral.  The Impairment Committee is responsible for evaluating loans that have been specifically identified through various channels, including examination of the Bank’s watch list, past due listings, findings of the internal loan review department, loan officer assessments and loans to borrowers or industries known to be experiencing problems.  For all loans identified, the responsible loan officer in conjunction with his credit administrator is required to prepare an impairment analysis to be reviewed by the Impairment Committee.  The Impairment Committee deems that a loan is impaired if it is probable that the Company will be unable to collect the contractual principal and interest on the loan.  The Impairment Committee also evaluates the circumstances surrounding the loan in order to determine if the loan officer used the most appropriate method for assessing the impairment of the loan (i.e., present value of expected future cash flows, observable market price or fair value of the underlying collateral).  The Impairment Committee meets on a monthly basis.
If concessions are granted to a borrower as a result of its financial difficulties, the loan is classified as a TDR and analyzed for possible impairment as part of the credit approval process.  TDRs determined to be impaired are reserved in accordance with FASB ASC 310 in the same manner as impaired loans which are not TDRs.  TDRs not determined to have an impairment are reserved consistent with loans of similar risk, performance and structure.  Should the borrower’s financial condition, collateral protection or performance deteriorate, warranting reassessment of the loan rating or impairment, additional reserves may be required.
Any loan or portion thereof which is classified as “loss” by regulatory examiners or which is determined by management to be uncollectible, because of factors such as the borrower’s failure to pay interest or principal, the borrower’s financial condition, economic conditions in the borrower’s industry or the inadequacy of underlying collateral, is charged off.  In addition, bank regulatory agencies periodically review the Bank’s allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Loans Held for Sale
Mortgages originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate.  Estimated fair value is determined on the basis of existing commitments or the current market value of similar loans.  Loan sales are recognized when the transaction closes, the proceeds are collected, ownership is transferred and, through the sales agreement, continuing involvement consists of the right to service the loan for a fee for the life of the loan, if applicable.  Gains on the sale of loans held for sale are recorded as part of mortgage lending revenue on the statement of income.
In the course of conducting the Company’s mortgage lending activities of originating mortgage loans and selling those loans in the secondary market, various representations and warranties are made to the purchasers of the mortgage loans.  Every loan closed by the Bank’s mortgage center is run through a government agency automated underwriting system.  Any exceptions noted during this process are remedied prior to sale.  These representations and warranties also apply to underwriting the real estate appraisal opinion of value for the collateral securing these loans.  Under the representations and warranties, failure by the Company to comply with the underwriting and/or appraisal standards could result in the Company being required to repurchase the mortgage loan or to reimburse the investor for losses incurred (i.e., make whole requests) if such failure cannot be cured by the Company within the specified period following discovery.  During 2011, seven mortgage loans totaling approximately $803,000 were repurchased or otherwise settled as a result of underwriting and appraisal standard exceptions or make whole requests.  Losses of approximately $181,000 were recognized related to these repurchased and make whole loans.  During 2010, eleven mortgage loans totaling $1.6 million were repurchased or otherwise settled as a result of underwriting and appraisal standard exceptions or make whole requests.  Losses of approximately $314,000 were recognized related to these repurchase and make whole loans.
Government National Mortgage Association (“GNMA”) optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing.  At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100% of the remaining principal balance of the loan.  Under FASB ASC 860, this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional.  When the Company is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet as loans held for sale, regardless of whether the Company intends to exercise the buy-back option.  These loans are reported as held for sale in accordance with U.S. GAAP
 
 
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with the offsetting liability being reported as other liabilities.  At December 31, 2011, the amount of loans subject to buy back was $21.5 million.  These loans are excluded from the disclosure of NPLs in Note 5, Loans and Leases.

Premises and Equipment
Premises and equipment are stated at cost, less accumulated depreciation and amortization.  Provisions for depreciation and amortization, computed using straight-line methods, are charged to expense over the shorter of the lease term or the estimated useful lives of the assets.  Costs of major additions and improvements are capitalized.  Expen­ditures for routine maintenance and repairs are charged to expense as incurred.

Other Real Estate Owned
Real estate acquired through foreclosure, consisting of properties obtained through foreclosure proceedings or acceptance of a deed in lieu of foreclosure, is reported on an individual asset basis at the lower of cost or fair value, less estimated selling costs.  Fair value is determined on the basis of current appraisals, comparable sales and other estimates of value obtained principally from independent sources.  Any excess of the loan balance at the time of foreclosure over the fair value of the real estate held as collateral is charged to the allowance for credit losses.  Based upon management’s evaluation of the real estate acquired through foreclosure, additional expense may be recorded and included in other noninterest expense when necessary in an amount sufficient to reflect any declines in estimated fair value.  Gains and losses realized on the disposition of the properties are included in other noninterest expense.

Goodwill and Other Intangible Assets
Goodwill represents costs in excess of the fair value of net assets acquired in connection with purchase business combinations.  Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of FASB ASC 350, Intangibles – Goodwill and Other.  Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with FASB ASC 360, Property, Plant and Equipment.  Goodwill and other intangible assets are reviewed annually within the fourth quarter for possible impairment, or sooner if a goodwill impairment indicator is identified.  If impaired, the asset is written down to its estimated fair value.  No impairment charges have been recognized through December 31, 2011.  See Note 9, Goodwill and Other Intangible Assets, for additional information.

Mortgage Servicing Rights
The Company recognizes as assets the rights to service mortgage loans for others, known as MSRs.  The Company records MSRs at fair value on a recurring basis with subsequent remeasurement of MSRs based on change in fair value in accordance with FASB ASC 860.  An estimate of the fair value of the Company’s MSRs is determined utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  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.  MSRs are included in the other assets category of the consolidated balance sheet.  Changes in the fair value of MSRs are recorded as part of mortgage lending noninterest revenue on the consolidated statement of income.
 
Pension and Postretirement Benefits Accounting
The Company accounts for its defined benefit pension plans using an actuarial model as required by FASB ASC 715.  This model uses an approach that allocates pension costs over the service period of employees in the plan.  The Company also accounts for its other postretirement benefits using the requirements of FASB ASC 715.  FASB ASC 715 requires the Company to recognize net periodic postretirement benefit costs as employees render the services necessary to earn their postretirement benefits.  The principle underlying the accounting as required by FASB ASC 715 is that employees render service ratably over the service period and, therefore, the income statement effects of the Company’s defined benefit pension and postretirement benefit plans should follow the same pattern.  The Company accounts for the over-funded or under-funded status of its defined benefit and other
 
 
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postretirement plans as an asset or liability in its consolidated balance sheets and recognizes changes in that funded status in the year in which the changes occur through comprehensive income, as required by FASB ASC 715.
The discount rate is the rate used to determine the present value of the Company’s future benefit obligations for its pension and other postretirement benefit plans.  The Company determines the discount rate to be used to discount plan liabilities at the measurement date with the assistance of its actuary using the actuary’s proprietary model.  The Company developed a level equivalent yield using its actuary’s model as of December 31, 2011 model and the expected cash flows from the BancorpSouth, Inc. Retirement Plan (the “Basic Plan”), the BancorpSouth, Inc. Restoration Plan (the “Restoration Plan”) and the BancorpSouth, Inc. Supplemental Executive Retirement Plan (the “Supplemental Plan”).  Based on this analysis, the Company established its discount rate assumptions for determination of the projected benefit obligation at 4.80% for the Basic Plan, 4.45% for the Restoration Plan and 3.85% for the Supplemental Plan based on a December 31, 2011 measurement date.

Stock-Based Compensation
At December 31, 2011, the Company had three stock-based employee compensation plans.  The Company recognizes compensation costs related to these stock-based employee compensation plans in accordance with FASB ASC 718, Compensation – Stock Compensation (“FASB ASC 718”).  The Company recognized compensation costs for unvested awards of $2.1 million, $2.2 million and $1.7 million in 2011, 2010 and 2009, respectively.  See Note 16, Stock Incentive and Stock Option Plans, for further disclosures regarding stock-based compensation.

Derivative Instruments
The derivative instruments held by the Company include commitments to fund fixed-rate mortgage loans to customers and forward commitments to sell individual, fixed-rate mortgage loans.  The Company’s objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the commitments to fund the fixed-rate mortgage loans.  Both the commitments to fund fixed-rate mortgage loans and the forward commitments to sell individual fixed-rate mortgage loans are reported at fair value, with adjustments being recorded in current period earnings, and are not accounted for as hedges.
The Company also enters into derivative financial instruments to meet the financing, interest rate and equity risk management needs of its customers.  Upon entering into these instruments to meet customer needs, the Company enters into offsetting positions to minimize interest rate and equity risk to the Company.  These derivative financial instruments are reported at fair value with any resulting gain or loss recorded in current period earnings.  These instruments and their offsetting positions are recorded in other assets and other liabilities on the consolidated balance sheets.  As of December 31, 2011, the notional amount of customer related derivative financial instruments was $493.3 million with an average maturity of 62.3 months, an average interest receive rate of 2.6% and an average interest pay rate of 5.9%.

Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  Deferred tax assets and liabilities are included in the other assets and other liabilities category of the consolidated balance sheet as applicable.

Insurance Commissions
Commission income is recorded as of the effective date of insurance coverage or the billing date, whichever is later.  Contingent commissions and commissions on premiums billed and collected directly by insurance companies are recorded as revenue when received, which is our first notification of amounts earned.  The income effects of subsequent premium and fee adjustments are recorded when the adjustments become known.

Recent Pronouncements
On January 1, 2009, the Company adopted a new accounting standard regarding business combinations.  This new accounting standard expands the definition of transactions and events that qualify as business combinations; requires that the acquired assets and liabilities, including contingencies and loans, be recorded at fair value determined on the acquisition date; changes the recognition timing for restructuring costs; and requires the
 
 
81
 
expensing of acquisition costs as incurred.  The adoption of this new accounting standard regarding business combinations has had no material impact on the financial position or results of operations of the Company.
On January 1, 2009, the Company adopted a new accounting standard regarding non-controlling interests in consolidated financial statements.  This new accounting standard requires that acquired assets and liabilities be measured at full fair value without consideration to ownership percentage.  Any non-controlling interests in an acquiree should be presented as a separate component of equity rather than on a mezzanine level.  Additionally, this new accounting standard provides that net income or loss should be reported in the consolidated income statement at its consolidated amount, with disclosure on the face of the consolidated income statement of the amount of consolidated net income which is attributable to the parent and non-controlling interest, respectively.  The adoption of this new accounting standard regarding non-controlling interests in consolidated financial statements has had no impact on the financial position or results of operations of the Company.  The Company does not have any non-controlling interests as it wholly owns all of its subsidiaries.
On January 1, 2009, the Company adopted a new accounting standard regarding disclosures about derivative instruments and hedging activities.  This new accounting standard changes the disclosure requirements for derivative instruments and hedging activities by requiring entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under an existing standard regarding derivative instruments and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  This new accounting standard regarding disclosures about derivative instruments and hedging activities has impacted disclosures only and has not had an impact on the financial position or results of operations of the Company.  All required disclosures are contained in these Notes.
In April 2009, the Company adopted a new accounting standard regarding the determination of fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly.  This new accounting standard provides guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased and re-emphasizes that the objective of a fair value measurement remains an exit price.  The adoption of this new accounting standard did not have an impact on the financial position or results of operations of the Company.
In April 2009, the Company adopted a new accounting standard regarding recognition and presentation of other-than-temporary impairment which amends existing guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairment on debt and equity securities in the financial statements.  The new accounting standard did not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  The new accounting standard specifies that a debt security is considered other-than-temporarily impaired when an entity’s management intends to sell the security or that it is more-likely-than not that the entity will be required to sell the security prior to recovery of its cost basis.  The guidance requires that for impaired held-to-maturity and available-for-sale debt securities that an entity does not intend to sell and will not be required to sell prior to recovery but for which credit losses exist, the other-than-temporary impairment should be separated between the total impairment related to credit losses, which should be recognized in current earnings, and the amount of impairment related to all other factors, which should be recognized in other comprehensive income.  There was no initial effect of adoption of this new accounting standard regarding recognition and presentation of other-than-temporary impairment on the financial position or results of operations of the Company because all previously taken impairment was deemed to be credit related.
Effective June 30, 2009, the Company adopted a new accounting standard regarding subsequent events.  This new accounting standard establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  The adoption of this new accounting standard regarding subsequent events has had no material impact on the financial position or results of operations of the Company.
In December 2009, the Company adopted a new accounting standard related to the disclosures of plan assets of a defined benefit pension or other postretirement plan which provides guidance on additional disclosures about plan assets.  The adoption of this new accounting standard has impacted disclosures only and has not had an impact on the financial position or results of operations of the Company.
In January 2010, the Company adopted a new accounting standard regarding accounting for transfers of financial assets.  This new accounting standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance
 
 
82
 
information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets.  The adoption of this new accounting standard regarding accounting for transfers of financial assets has had no material impact on the financial position or results of operations of the Company.
In January 2010, the Company adopted a new accounting standard regarding consolidation of variable interest entities.  This new accounting standard amends existing accounting literature regarding consolidation of variable interest entities to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements.  The adoption of this new accounting standard regarding consolidation of variable interest entities has had no material impact on the financial position or results of operations of the Company.
In January 2010, the FASB issued an accounting standards update (“ASU”) regarding fair value measurements and disclosures.  This ASU revises two disclosure requirements concerning fair value measurements and clarifies two others.  This ASU requires expanded disclosures related to significant transfers in and out of Level 1 and Level 2 fair value measurement and the reasons for the transfers, as well as the clarifications of existing disclosures, and was effective for interim or annual reporting periods beginning after December 15, 2009.  The new disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for interim or annual reporting periods beginning after December 15, 2010.  This ASU impacts disclosures only and is included in Note 14 below.  This ASU did not have an impact on the financial position or results of operations of the Company.
In July 2010, the FASB issued a new accounting standard regarding disclosures about the credit quality of financing receivables and the allowance for credit losses.  This new accounting standard amends existing accounting literature regarding disclosures about the credit quality of financing receivables and the allowance for credit losses to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses.  This new accounting standard is effective for fiscal years and interim reporting periods ending on or after December 15, 2010.  This new accounting standard regarding disclosures about the credit quality of financing receivables and the allowance for credit losses impacts disclosures only and is included in Notes 5 and 6 below.  The new accounting standard did not have an impact on the financial position or results of operations of the Company.
In April 2011, the FASB issued an ASU regarding a creditor’s determination of whether a restructuring should be considered a TDR.  This ASU provides additional guidance related to determining whether a creditor has granted a concession, including factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant.  The ASU also prohibits creditors from using the borrower’s effective rate test to evaluate whether a concession has been granted to the borrower and adds factors for creditors to use in determining whether a borrower is experiencing financial difficulties.  The ASU ends the deferral of activity-based disclosures about TDRs that are part of the new credit-quality disclosure requirements.  The ASU is effective for interim and annual periods beginning on or after June 15, 2011.  This ASU did not have a material impact on the financial position or results of operations of the Company.
In April 2011, the FASB issued an ASU regarding reconsideration of effective control for repurchase agreements.  This ASU removes from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion.  Other criteria applicable to the assessment of effective control are not changed by this ASU.  The ASU is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date.  Early adoption is not permitted.  The new ASU is not expected to have a material impact on the financial position and results of operations of the Company.
In May 2011, the FASB issued an ASU regarding amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).  This ASU provides amendments to ensure that fair value has the same meaning in U.S. GAAP and IFRS and that their respective fair value measurements and disclosure requirements are the same.  The ASU is effective during interim and annual periods beginning after December 15, 2011 and should be applied prospectively.  Early adoption is not permitted.  The Company is in the process of assessing the impact of this new ASU on the financial position and results of operations of the Company.
 
 
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In June 2011, the FASB issued an ASU regarding the presentation of comprehensive income.  This ASU amends existing guidance and eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholder’s equity.  This ASU requires that comprehensive income be presented in either a single continuous statement or in two separate but consecutive statements.  This ASU is effective for interim and annual periods beginning on or after December 15, 2011.  The adoption of this ASU is expected to change the manner in which the Company’s other comprehensive income is disclosed and will have no impact on the financial position and results of operations of the Company.
In September 2011, the FASB issued an ASU regarding goodwill impairment.  This ASU gives companies the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This ASU is effective for interim and annual periods beginning after December 15, 2011.  Early adoption is permitted.  The Company is currently assessing the impact of the adoption of this ASU on the financial position and results of operations of the Company.

(2)  BUSINESS COMBINATIONS
The Company completed no material acquisition during 2009, 2010 or 2011.

(3) HELD-TO-MATURITY SECURITIES
During the second quarter of 2011, the Company determined that it no longer had the intent to hold until maturity all securities that were previously classified as held-to-maturity.  As a result of this determination, all securities were classified as available-for-sale and recorded at fair value as of June 30, 2011.  The Company reclassified held-to-maturity securities with amortized cost of $1.6 billion and fair value of $1.7 billion to available-for-sale resulting in an increase in other comprehensive income of $19.7 million during the second quarter of 2011.  The Company did not have any securities classified as held-to-maturity at December 31, 2011.   Amortized cost and estimated fair values of held-to-maturity securities as of December 31, 2010 follows:

 
         
Gross
    
Gross
    
Estimated
  
   
Amortized
    
Unrealized
    
Unrealized
    
Fair
  
   
Cost
    
Gains
    
Losses
    
Value
  
   
(In thousands)
  
U.S. Government agencies
   $ 1,246,649     $ 27,082     $ 4,320     $ 1,269,411  
Obligations of states and political subdivisions
     366,370       4,286       7,376       363,280  
    Total
   $ 1,613,019     $ 31,368     $ 11,696     $ 1,632,691  

Gross gains of approximately $37,000 and no gross losses were recognized on held-to-maturity securities in 2011 prior to the reclassification of held-to-maturity securities to available-for-sale securities.  Gross gains of approximately $155,000 and no gross losses were recognized in 2010 and gross gains of approximately $113,000 and gross losses of approximately $2,000 were recognized in 2009 on held-to-maturity securities.  These gains and losses were a result of held-to-maturity securities being called prior to maturity.
 
 
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(4) AVAILABLE-FOR-SALE SECURITIES
A comparison of amortized cost and estimated fair values of available-for-sale securities as of December 31, 2011 and 2010 follows:

 
   
2011
  
         
Gross
    
Gross
    
Estimated
  
   
Amortized
    
Unrealized
    
Unrealized
    
Fair
  
   
Cost
    
Gains
    
Losses
    
Value
  
   
(In thousands)
  
U.S. Government agencies
   $ 1,471,920     $ 29,347     $ 24     $ 1,501,243  
Government agency issued residential mortgage-backed securities
     394,894       9,786       70       404,610  
Government agency issued commercial mortgage-backed securities
     31,161       3,438       -       34,599  
Obligations of states and political subdivisions
     541,138       22,705       323       563,520  
Other
     8,938       608       -       9,546  
    Total
   $ 2,448,051     $ 65,884     $ 417     $ 2,513,518  

 
   
2010
  
         
Gross
    
Gross
    
Estimated
  
   
Amortized
    
Unrealized
    
Unrealized
    
Fair
  
   
Cost
    
Gains
    
Losses
    
Value
  
   
(In thousands)
  
U.S. Government agencies
   $ 416,005     $ 17,153     $ -     $ 433,158  
Government agency issued residential mortgage-backed securities
     498,874       5,954       1,599       503,229  
 Government agency issued commercial mortgage-backed securities
     29,582       676       264       29,994  
Obligations of states and political subdivisions
     110,946       965       1,746       110,165  
Other
     18,943       573       -       19,516  
    Total
   $ 1,074,350     $ 25,321     $ 3,609     $ 1,096,062  

At December 31, 2011, the Company’s available-for-sale securities included FHLB stock with a carrying value of $8.7 million compared to a required investment of $8.3 million.  FHLB stock is carried at amortized cost in the financial statements.
Gross gains of $12.4 million and gross losses of approximately $327,000 were recognized in 2011, gross gains of $4.5 million and gross losses of $2.1 million were recognized in 2010 and gross gains of approximately $84,000 and gross losses of approximately $250,000 were recognized in 2009 on available-for-sale securities.  The gross losses of $2.1 million in 2010 and approximately $250,000 in 2009 were the result of the other-than-temporary impairment charge related to credit losses on the Company’s investment in pooled trust preferred securities.  The fair value of these securities was negatively impacted by market conditions.  Subsequent to the other-than-temporary charges in 2010, the securities had no remaining book value.  No other-than-temporary impairment was recorded in 2011.
Available-for-sale securities with a carrying value of $1.6 billion at December 31, 2011 were pledged to secure public and trust funds on deposit and for other purposes.  Included in available-for-sale securities at December 31, 2011, were securities with a carrying value of $276.8 million issued by a political subdivision within the State of Mississippi and securities with a carrying value of $143.1 million issued by a political subdivision within the State of Arkansas.
The amortized cost and estimated fair value of available-for-sale securities at December 31, 2011 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  Equity securities are considered as maturing after ten years.
 
 
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Estimated
    
Weighted
   
Amortized
    
Fair
    
Average
   
Cost
    
Value
    
Yield
   
(Dollars in thousands)
Maturing in one year or less
   $ 295,485     $ 300,106       3.67 %
Maturing after one year through five years
     1,582,442       1,615,207       2.01  
Maturing after five years through ten years
     113,105       117,764       4.37  
Maturing after ten years
     457,019       480,441       5.70  
    Total
   $ 2,448,051     $ 2,513,518          


A summary of temporarily impaired available-for-sale investments with continuous unrealized loss positions at December 31, 2011 and 2010 follows:

 
   
2011
  
   
Less Than 12 Months
    
12 Months or Longer
    
Total
  
   
Fair
    
Unrealized
    
Fair
    
Unrealized
    
Fair
    
Unrealized
  
   
Value
    
Losses
    
Value
    
Losses
    
Value
    
Losses
  
   
(In thousands)
  
U.S. Government agencies
   $ 34,850     $ 24     $ -     $ -     $ 34,850     $ 24  
Government agency issued residential
                                                
  mortgage-backed securities
     -       -       3,751       70       3,751       70  
Government agency issued commercial
                                                
  mortgage-backed securities
     -       -       -       -       -       -  
Obligations of states and
                                                
  political subdivisions
     20,820       144       9,214       179       30,034       323  
Other
     -       -       -       -       -       -  
    Total
   $ 55,670     $ 168     $ 12,965     $ 249     $ 68,635     $ 417  
 
   
2010
  
   
Less Than 12 Months
    
12 Months or Longer
    
Total
  
   
Fair
    
Unrealized
    
Fair
    
Unrealized
    
Fair
    
Unrealized
  
   
Value
    
Losses
    
Value
    
Losses
    
Value
    
Losses
  
   
(In thousands)
  
U.S. Government agencies
   $ -     $ -     $ -     $ -     $ -     $ -  
Government agency issued residential
                                                
  mortgage-backed securities
     184,820       1,599       -       -       184,820       1,599  
Government agency issued commercial
                                                
  mortgage-backed securities
     7,843       177       3,996       87       11,839       264  
Obligations of states and
                                                
  political subdivisions
     36,884       1,601       841       145       37,725       1,746  
Other
     -       -       -       -       -       -  
    Total
   $ 229,547     $ 3,377     $ 4,837     $ 232     $ 234,384     $ 3,609  

Based upon a review of the credit quality of these securities, and considering that the issuers were in compliance with the terms of the securities, management had no intent to sell these securities, and it was more likely than not that the Company would not be required to sell the securities prior to recovery of costs.  Therefore, the impairments related to these securities were determined to be temporary.  No other-than-temporary impairment was recorded in 2011.

(5) LOANS AND LEASES
The Company’s loan and lease portfolio is disaggregated into the following segments:  commercial and industrial; real estate; credit card; and all other loans and leases.  The real estate segment is further disaggregated into the following classes:  consumer mortgage; home equity; agricultural; commercial and industrial-owner occupied; construction, acquisition and development and commercial.  A summary of gross loans and leases by segment and class at December 31, 2011 and 2010 follows:
 
 
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2011
    
2010
  
   
(In thousands)
  
Commercial and industrial
   $ 1,484,967     $ 1,505,471  
Real estate
                
  Consumer mortgage
     1,945,190       1,951,563  
  Home equity
     514,362       543,272  
  Agricultural
     239,487       252,292  
  Commercial and industrial-owner occupied
     1,301,575       1,331,473  
  Construction, acquisition and development
     908,362       1,174,743  
  Commercial
     1,754,022       1,816,951  
Credit Cards
     106,281       106,345  
All other
     657,012       694,241  
    Total
   $ 8,911,258     $ 9,376,351  

The following table shows the Company’s loans and leases, net of unearned income, as of December 31, 2011 by geographical location:
 
 
Alabama
and Florida
Panhandle
  
Arkansas*
  
Mississippi*
  
Missouri
  
Greater
Memphis
Area
  
Tennessee*
  
Texas and
Louisiana
  
Other
  
Total
  
 
(In thousands)
      
Commercial and industrial
 $ 63,583   $ 188,329   $ 312,364   $ 51,291   $ 23,745   $ 80,094   $ 258,225   $ 496,097   $ 1,473,728  
Real estate
                                                      
   Consumer mortgages
   111,455     272,857     756,389     56,808     86,576     162,604     427,955     70,546     1,945,190  
   Home equity
   58,991     42,250     174,632     26,930     70,034     76,361     63,298     1,866     514,362  
   Agricultural
   6,354     71,592     71,787     4,047     9,601     13,163     57,836     5,107     239,487  
   Commercial and industrial-owner occupied
   115,133     167,935     455,700     67,055     99,394     98,860     248,107     49,391     1,301,575  
   Construction, acquisition and development
   103,594     80,121     259,551     51,432     98,948     98,865     196,490     19,361     908,362  
   Commercial
   199,844     346,534     352,754     223,849     115,783     101,068     359,989     54,201     1,754,022  
Credit cards**
   -     -     -     -     -     -     -     106,281     106,281  
All other
   29,846     90,905     201,067     4,443     54,846     47,412     89,417     109,368     627,304  
     Total
 $ 688,800   $ 1,260,523   $ 2,584,244   $ 485,855   $ 558,927   $ 678,427   $ 1,701,317   $ 912,218   $ 8,870,311  
                                                       
* Excludes the Greater Memphis Area
  
** Credit card receivables are spread across all geographic regions but are not viewed by the Company's management as part of the geographic breakdown.
  

The Company’s loan concentrations which exceed 10% of total loans are reflected in the preceding tables.  A substantial portion of construction, acquisition and development loans are secured by real estate in markets in which the Company is located.  Prior to March 2010, some of these loans were structured with interest reserves to fund interest costs during the construction and development period.  The Company’s general loan policy was changed in March 2010 to prohibit the use of interest reserves on loans made after that time.  Additionally, certain of these loans are structured with interest-only terms.  A portion of the consumer mortgage and commercial real estate portfolios originated through the permanent financing of construction, acquisition and development loans.  The prolonged economic downturn has negatively impacted many borrowers’ and guarantors’ ability to make payments under the terms of the loans as their liquidity has been depleted.  Accordingly, the ultimate collectability of a substantial portion of these loans and the recovery of a substantial portion of the carrying amount of other real estate owned are susceptible to changes in real estate values in these areas.  Continued economic distress could negatively impact additional borrowers’ and guarantors’ ability to repay their debt which will make more of the Company’s loans collateral dependent.


 
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The following table provides details regarding the aging of the Company’s loan and lease portfolio, net of unearned income, at December 31, 2011:

 
   
2011
  
                                       
90+ Days
  
   
30-59 Days
    
60-89 Days
    
90+ Days
    
Total
          
Total
    
Past Due still
  
   
Past Due
    
Past Due
    
Past Due
    
Past Due
    
Current
    
Outstanding
    
Accruing
  
   
(In thousands)
  
Commercial and industrial
   $ 5,571     $ 4,209     $ 4,193     $ 13,973     $ 1,459,755     $ 1,473,728     $ 12  
Real estate
                                                        
   Consumer mortgages
     15,740       6,485       14,569       36,794       1,908,396       1,945,190       2,974  
   Home equity
     1,837       265       594       2,696       511,666       514,362       -  
   Agricultural
     666       54       719       1,439       238,048       239,487       -  
   Commercial and industrial-owner occupied
     2,199       844       12,977       16,020       1,285,555       1,301,575       -  
   Construction, acquisition and development
     4,826       4,955       33,584       43,365       864,997       908,362       -  
   Commercial
     3,778       2,702       9,397       15,877       1,738,145       1,754,022       -  
Credit cards
     595       303       697       1,595       104,686       106,281       299  
All other
     2,124       390       1,579       4,093       623,211       627,304       149  
     Total
   $ 37,336     $ 20,207     $ 78,309     $ 135,852     $ 8,734,459     $ 8,870,311     $ 3,434  
 
   
2010
  
                                       
90+ Days
  
   
30-59 Days
    
60-89 Days
    
90+ Days
    
Total
          
Total
    
Past Due still
  
   
Past Due
    
Past Due
    
Past Due
    
Past Due
    
Current
    
Outstanding
    
Accruing
  
   
(In thousands)
  
Commercial and industrial
   $ 13,037     $ 848     $ 12,000     $ 25,885     $ 1,465,298     $ 1,491,183     $ 675  
Real estate
                                                        
   Consumer mortgages
     16,937       4,481       20,640       42,058       1,909,505       1,951,563       6,521  
   Home equity
     1,258       800       755       2,813       540,459       543,272       173  
   Agricultural
     1,140       3,450       3,527       8,117       244,175       252,292       123  
   Commercial and industrial-owner occupied
     9,260       1,290       7,323       17,873       1,313,600       1,331,473       20  
   Construction, acquisition and development
     22,436       9,837       94,264       126,537       1,048,206       1,174,743       197  
   Commercial
     4,409       4,712       10,507       19,628       1,797,323       1,816,951       -  
Credit cards
     793       373       780       1,946       104,399       106,345       330  
All other
     2,058       1,117       847       4,022       661,263       665,285       461  
     Total
   $ 71,328     $ 26,908     $ 150,643     $ 248,879     $ 9,084,228     $ 9,333,107     $ 8,500  

The Company utilizes an internal loan classification system to grade loans according to certain credit quality indicators.  These credit quality indicators include, but are not limited to, recent credit performance, delinquency, liquidity, cash flows, debt coverage ratios, collateral type and loan-to-value ratio.  The Company’s internal loan classification system is compatible with classifications used by the FDIC, as well as other regulatory agencies.  Loans may be classified as follows:

Pass:  Loans which are performing as agreed with few or no signs of weakness.  These loan show sufficient cash flow, capital and collateral to repay the loan as agreed.  Borrowers for these loans include well capitalized public corporations.

Special Mention:  Loans where potential weaknesses have developed which could cause a more serious problem if not corrected.

Substandard:  Loans where well-defined weaknesses exist that require corrective action to prevent further deterioration.

Doubtful:  Loans having all the characteristics of Substandard and which have deteriorated to a point where collection and liquidation in full is highly questionable.

Loss:  Loans that are considered uncollectible or with limited possible recovery.

Impaired:  Loans for which it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement and for which a specific impairment reserve has been considered.

 
88
 
The following table provides details of the Company’s loan and lease portfolio, net of unearned income, by segment, class and internally assigned grade at December 31, 2011 and 2010:
 
   
December 31, 2011
  
         
Special
                                
   
Pass
    
Mention
    
Substandard
    
Doubtful
    
Loss
    
Impaired
    
Total
  
   
(In thousands)
  
Commercial and industrial
   $ 1,415,731     $ 4,947     $ 43,549     $ 1,263     $ 405     $ 7,833     $ 1,473,728  
Real estate
                                                        
  Consumer mortgage
     1,742,593       17,914       148,267       4,434       189       31,793       1,945,190  
  Home equity
     492,235       2,775       17,050       1,134       493       675       514,362  
  Agricultural
     213,280       3,795       19,296       20       -       3,096       239,487  
  Commercial and industrial-owner occupied
     1,167,220       18,280       90,778       496       -       24,801       1,301,575  
  Construction, acquisition and development
     619,497       23,429       136,412       845       -       128,179       908,362  
  Commercial
     1,501,196       37,409       179,295       -       -       36,122       1,754,022  
Credit Cards
     105,867       41       175       188       10       -       106,281  
All other
     587,970       16,104       20,263       470       73       2,424       627,304  
    Total
   $ 7,845,589     $ 124,694     $ 655,085     $ 8,850     $ 1,170     $ 234,923     $ 8,870,311  
 
   
December 31, 2010
  
         
Special
                                
   
Pass
    
Mention
    
Substandard
    
Doubtful
    
Loss
    
Impaired
    
Total
  
   
(In thousands)
  
Commercial and industrial
   $ 1,429,443     $ 5,764     $ 51,562     $ 1,577     $ 701     $ 2,136     $ 1,491,183  
Real estate
                                                        
  Consumer mortgage
     1,813,740       1,867       104,504       3,106       123       28,223       1,951,563  
  Home equity
     527,047       1,231       13,169       613       361       851       543,272  
  Agricultural
     226,054       309       21,614       -       20       4,295       252,292  
  Commercial and industrial-owner occupied
     1,250,265       1,422       62,783       900       30       16,073       1,331,473  
  Construction, acquisition and development
     845,725       1,882       138,929       2,243       1,046       184,918       1,174,743  
  Commercial
     1,688,228       5,565       86,358       98       495       36,207       1,816,951  
Credit Cards
     106,181       11       146       7       -       -       106,345  
All other
     641,292       35       22,735       477       44       702       665,285  
    Total
   $ 8,527,975     $ 18,086     $ 501,800     $ 9,021     $ 2,820     $ 273,405     $ 9,333,107  

 
 
89
 
The following tables provide details regarding impaired loans and leases, net of unearned income, by segment and class at December 31, 2011 and 2010:
 
   
December 31, 2011
  
         
Unpaid
                    
   
Recorded
    
Principal
    
Related
              
   
Investment
    
Balance of
    
Allowance
    
Average
    
Interest
  
   
in Impaired
    
Impaired
    
for Credit
    
Recorded
    
Income
  
   
Loans
    
Loans
    
Losses
    
Investment
    
Recognized
  
   
(In thousands)
  
With no related allowance:
                              
Commercial and industrial
   $ 4,874     $ 6,854     $ -     $ 3,879     $ 78  
Real estate
                                        
  Consumer mortgage
     16,883       19,538       -       19,628       397  
  Home equity
     627       771       -       541       1  
  Agricultural
     1,549       2,676       -       2,502       20  
  Commercial and industrial-owner occupied
     6,973       9,191       -       11,598       185  
  Construction, acquisition and development
     69,843       89,782       -       107,596       941  
  Commercial
     15,184       24,198       -       20,702       311  
All other
     1,284       1,668       -       1,169       67  
    Total
   $ 117,217     $ 154,678     $ -     $ 167,615     $ 2,000  
                                         
With an allowance:
                                        
Commercial and industrial
   $ 2,959     $ 3,301     $ 4,071     $ 3,558     $ 49  
Real estate
                                        
  Consumer mortgage
     14,910       16,224       4,386       14,960       323  
  Home equity
     48       276       48       504       3  
  Agricultural
     1,547       1,547       380       3,164       18  
  Commercial and industrial-owner occupied
     17,828       21,085       3,601       10,329       146  
  Construction, acquisition and development
     58,336       67,426       21,581       80,957       1,651  
  Commercial
     20,938       21,422       5,324       27,210       851  
All other
     1,140       1,140       317       1,307       8  
    Total
   $ 117,706     $ 132,421     $ 39,708     $ 141,989     $ 3,049  
                                         
Total:
                                        
Commercial and industrial
   $ 7,833     $ 10,155     $ 4,071     $ 7,437     $ 127  
Real estate
                                        
  Consumer mortgage
     31,793       35,762       4,386       34,588       720  
  Home equity
     675       1,047       48       1,045       4  
  Agricultural
     3,096       4,223       380       5,666       38  
  Commercial and industrial-owner occupied
     24,801       30,276       3,601       21,927       331  
  Construction, acquisition and development
     128,179       157,208       21,581       188,553       2,592  
  Commercial
     36,122       45,620       5,324       47,912       1,162  
All other
     2,424       2,808       317       2,476       75  
    Total
   $ 234,923     $ 287,099     $ 39,708     $ 309,604     $ 5,049  


 
90
 
   
December 31, 2010
  
         
Unpaid
        
   
Recorded
    
Principal
    
Related
  
   
Investment in
    
Balance of
    
Allowance for
  
   
Impaired Loans
    
Impaired Loans
    
Credit Losses
  
   
(In thousands)
  
With no related allowance:
                  
Commercial and industrial
   $ 1,457     $ 2,600     $ -  
Real estate
                        
  Consumer mortgage
     11,228       14,273       -  
  Home equity
     290       629       -  
  Agricultural
     1,439       1,981       -  
  Commercial and industrial-owner occupied
     10,920       12,371       -  
  Construction, acquisition and development
     80,204       120,938       -  
  Commercial
     15,795       20,478       -  
All other
     702       931       -  
    Total
   $ 122,035     $ 174,201     $ -  
                         
With an allowance:
                        
Commercial and industrial
   $ 679     $ 977     $ 125  
Real estate
                        
  Consumer mortgage
     16,995       16,644       4,226  
  Home equity
     561       561       41  
  Agricultural
     2,856       3,132       544  
  Commercial and industrial-owner occupied
     5,153       5,298       1,361  
  Construction, acquisition and development
     104,714       123,538       29,195  
  Commercial
     20,412       21,026       5,227  
All other
     -       -       -  
    Total
   $ 151,370     $ 171,176     $ 40,719  
                         
Total:
                        
Commercial and industrial
   $ 2,136     $ 3,577     $ 125  
Real estate
                        
  Consumer mortgage
     28,223       30,917       4,226  
  Home equity
     851       1,190       41  
  Agricultural
     4,295       5,113       544  
  Commercial and industrial-owner occupied
     16,073       17,669       1,361  
  Construction, acquisition and development
     184,918       244,476       29,195  
  Commercial
     36,207       41,504       5,227  
All other
     702       931       -  
    Total
   $ 273,405     $ 345,377     $ 40,719  

 
 
The following tables provide details regarding impaired real estate construction, acquisition and development loans and leases, net of unearned income, by collateral type at December 31, 2011 and 2010:
 
 
91
 
   
December 31, 2011
  
         
Unpaid
                    
   
Recorded
    
Principal
    
Related
              
   
Investment
    
Balance of
    
Allowance
    
Average
    
Interest
  
   
in Impaired
    
Impaired
    
for Credit
    
Recorded
    
Income
  
   
Loans
    
Loans
    
Losses
    
Investment
    
Recognized
  
   
(In thousands)
  
With no related allowance:
                              
Multi-family construction
   $ 1,067     $ 2,259     $ -     $ 5,474     $ 18  
One-to-four family construction
     7,931       9,313       -       9,269       94  
Recreation and all other loans
     372       545       -       491       9  
Commercial construction
     633       917       -       9,663       83  
Commercial acquisition and development
     17,130       19,855       -       20,640       99  
Residential acquisition and development
     42,710       56,893       -       62,059       638  
    Total
   $ 69,843     $ 89,782     $ -     $ 107,596     $ 941  
                                         
With an allowance:
                                        
Multi-family construction
   $ -     $ -     $ -     $ 571     $ -  
One-to-four family construction
     5,313       6,083       1,589       5,334       108  
Recreation and all other loans
     -       -       -       271       2  
Commercial construction
     4,387       5,128       886       7,289       126  
Commercial acquisition and development
     5,091       7,728       1,418       12,965       429  
Residential acquisition and development
     43,545       48,487       17,688       54,527       986  
    Total
   $ 58,336     $ 67,426     $ 21,581     $ 80,957     $ 1,651  
                                         
Total:
                                        
Multi-family construction
   $ 1,067     $ 2,259     $ -     $ 6,045     $ 18  
One-to-four family construction
     13,244       15,396       1,589       14,603       202  
Recreation and all other loans
     372       545       -       762       11  
Commercial construction
     5,020       6,045       886       16,952       209  
Commercial acquisition and development
     22,221       27,583       1,418       33,605       528  
Residential acquisition and development
     86,255       105,380       17,688       116,586       1,624  
    Total
   $ 128,179     $ 157,208     $ 21,581     $ 188,553     $ 2,592  

 
92
 
`
  
December 31, 2010
  
         
Unpaid
        
   
Recorded
    
Principal
    
Related
  
   
Investment in
    
Balance of
    
Allowance for
  
   
Impaired Loans
    
Impaired Loans
    
Credit Losses
  
   
(In thousands)
  
With no related allowance:
                  
Multi-family construction
   $ 8,293     $ 9,975     $ -  
One-to-four family construction
     6,511       11,749       -  
Recreation and all other loans
     392       580       -  
Commercial construction
     11,171       13,062       -  
Commercial acquisition and development
     7,897       12,501       -  
Residential acquisition and development
     45,940       73,071       -  
    Total
   $ 80,204     $ 120,938     $ -  
                         
With an allowance:
                        
Multi-family construction
   $ 1,904     $ 6,978     $ 4  
One-to-four family construction
     11,939       14,846       932  
Recreation and all other loans
     498       498       148  
Commercial construction
     12,459       12,612       5,246  
Commercial acquisition and development
     21,575       21,575       8,424  
Residential acquisition and development
     56,339       67,029       14,441  
    Total
   $ 104,714     $ 123,538     $ 29,195  
                         
Total:
                        
Multi-family construction
   $ 10,197     $ 16,953     $ 4  
One-to-four family construction
     18,450       26,595       932  
Recreation and all other loans
     890       1,078       148  
Commercial construction
     23,630       25,674       5,246  
Commercial acquisition and development
     29,472       34,076       8,424  
Residential acquisition and development
     102,279       140,100       14,441  
    Total
   $ 184,918     $ 244,476     $ 29,195  

Loans considered impaired under FASB ASC 310 are loans for which, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The Company’s recorded investment in loans considered impaired at December 31, 2011 and 2010 was $234.9 million and $273.4 million, respectively.  At December 31, 2011 and 2010, $117.7 million and $151.4 million, respectively, of those impaired loans had a valuation allowance of $39.7 million and $40.7 million, respectively.  The remaining balance of impaired loans of $117.2 million and $122.0 million at December 31, 2011 and 2010, respectively, were charged down to fair value, less estimated selling costs, which approximated net realizable value.  Therefore, such loans did not have an associated valuation allowance.  Impaired loans that were characterized as TDRs totaled $58.0 million and $63.7 million at December 31, 2011 and 2010, respectively.  The average recorded investment in impaired loans during 2011 and 2010 was $309.6 million and $218.8 million, respectively.
NPLs consist of non-accrual loans and leases, loans and leases 90 days or more past due and still accruing, and loans and leases that have been restructured because of the borrower's weakened financial condition. The following table presents information concerning NPLs at December 31, 2011 and 2010:

 
93
 
   
2011
    
2010
  
   
(In thousands)
  
Non-accrual loans and leases
   $ 276,798     $ 347,499  
Loans and leases 90 days or more past due, still accruing
     3,434       8,500  
Restructured loans and leases still accruing
     42,018       38,376  
    Total
   $ 322,250     $ 394,375  


The Bank’s policy for all loan classifications provides that loans and leases are generally placed in non-accrual status if, in management’s opinion, payment in full of principal or interest is not expected or payment of principal or interest is more than 90 days past due, unless the loan or lease is both well-secured and in the process of collection.  At December 31, 2011, the Company’s geographic NPL distribution was concentrated primarily in its Alabama, Missouri and Tennessee markets, including the greater Memphis, Tennessee area, a portion of which is in northwest Mississippi and Arkansas.  The following table presents the Company’s nonaccrual loans and leases by segment and class at December 31, 2011 and 2010:

   
2011
    
2010
  
   
(In thousands)
  
Commercial and industrial
   $ 12,260     $ 13,075  
Real estate
                
   Consumer mortgages
     47,878       34,021  
   Home equity
     2,036       811  
   Agricultural
     4,179       7,589  
   Commercial and industrial-owner occupied
     33,112       20,338  
   Construction, acquisition and development
     133,110       211,547  
   Commercial
     40,616       57,766  
Credit cards
     594       720  
All other
     3,013       1,632  
     Total
   $ 276,798     $ 347,499  

The total amount of interest earned on NPLs was $12.6 million, $11.2 million and $4.1 million in 2011, 2010 and 2009, respectively.  The gross interest income which would have been recorded under the original terms of those loans and leases amounted to $18.7 million, $21.7 million and $8.4 million in 2011, 2010 and 2009, respectively.
In the normal course of business, management will sometime grant concessions, which normally would not otherwise be considered, to borrowers that are experiencing financial difficulty.  Loans identified as meeting the criteria set out in FASB ASC 310 are identified as TDRs.  The concessions granted most frequently for TDRs involve reductions or delays in required payments of principal and interest for a specified period, the rescheduling of payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan.  In most cases, the conditions of the credit also warrant nonaccrual status, even after the restructure occurs.  As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure.  TDR loans recorded as non-accrual may be returned to accrual status in years after the restructure if there has been at least a six-month period of sustained repayment performance by the borrower under the restructured loan terms and the interest rate at the time of restructure was at or above market for a comparable loan.  During 2011, the most common concessions that were granted involved rescheduling payments of principal and interest over a longer amortization period, granting a period of reduced principal payment or interest only payment for a limited time period, or the rescheduling of payments in accordance with a bankruptcy plan.

 
94
     The following tables summarize the financial effect of TDRs for the year ended December 31, 2011:

         
Pre-Modification
    
Post-Modification
  
   
Number
    
Outstanding
    
Outstanding
  
   
of
    
Recorded
    
Recorded
  
   
Contracts
    
Investment
    
Investment
  
   
(Dollars in thousands)
  
Commercial and industrial
     7     $ 3,142     $ 2,374  
Real estate
                        
   Consumer mortgages
     35       6,901       6,424  
   Agricultural
     4       2,650       1,479  
   Commercial and industrial-owner occupied
     29       13,330       11,740  
   Construction, acquisition and development
     30       23,863       19,228  
   Commercial
     24       16,121       15,046  
All other
     7       2,957       2,406  
     Total
     136     $ 68,964     $ 58,697  

The following tables summarize TDRs modified during 2011 for which there was a payment default (i.e., 30 days or more past due at any given time during 2011):

   
Number of
    
Recorded
  
   
Contracts
    
Investment
  
   
(Dollars in thousands)
  
Commercial and industrial
     4     $ 1,506  
Real estate
                
   Consumer mortgages
     4       1,563  
   Agricultural
     3       1,382  
   Commercial and industrial-owner occupied
     6       1,683  
   Construction, acquisition and development
     13       3,622  
   Commercial
     3       2,946  
All other
     1       302  
     Total
     34     $ 13,004  


(6)  ALLOWANCE FOR CREDIT LOSSES
The following table summarizes the changes in the allowance for credit losses for the years ended December 31, 2011, 2010 and 2009:

   
2011
    
2010
    
2009
  
   
(In thousands)
  
Balance at beginning of year
   $ 196,913     $ 176,043     $ 132,793  
Provision charged to expense
     130,081       204,016       117,324  
Recoveries
     10,179       7,876       4,139  
Loans and leases charged off
     (142,055 )     (191,022 )     (78,213 )
Balance at end of year
   $ 195,118     $ 196,913     $ 176,043  
 
 
95
 
The following table summarizes the changes in the allowance for credit losses by segment and class for 2011 and 2010:

   
2011
  
   
Balance,
                      
Balance,
  
   
Beginning of
                      
End of
  
   
Period
    
Charge-offs
    
Recoveries
    
Provision
    
Period
  
   
(In thousands)
  
Commercial and industrial
   $ 22,479     $ (17,337 )   $ 1,567     $ 14,015     $ 20,724  
Real estate
                                        
  Consumer mortgage
     35,540       (10,186 )     1,111       10,064       36,529  
  Home equity
     7,305       (5,852 )     185       6,992       8,630  
  Agricultural
     4,997       (3,420 )     123       2,221       3,921  
  Commercial and industrial-owner occupied
     20,403       (10,302 )     393       11,435       21,929  
  Construction, acquisition and development
     59,048       (67,362 )     3,951       49,925       45,562  
  Commercial
     33,439       (17,436 )     1,045       22,396       39,444  
Credit Cards
     4,126       (3,072 )     803       2,164       4,021  
All other
     9,576       (7,088 )     1,001       10,869       14,358  
    Total
   $ 196,913     $ (142,055 )   $ 10,179     $ 130,081     $ 195,118  


   
2010
  
   
Balance,
                      
Balance,
  
   
Beginning of
                      
End of
  
   
Period
    
Charge-offs
    
Recoveries
    
Provision
    
Period
  
   
(In thousands)
  
Commercial and industrial
   $ 21,154     $ (11,879 )   $ 1,330     $ 11,874     $ 22,479  
Real estate
                                        
  Consumer mortgage
     37,048       (16,280 )     1,448       13,324       35,540  
  Home equity
     7,218       (5,215 )     179       5,123       7,305  
  Agricultural
     4,192       (1,201 )     12       1,994       4,997  
  Commercial and industrial-owner occupied
     22,989       (9,200 )     399       6,215       20,403  
  Construction, acquisition and development
     46,193       (122,596 )     1,706       133,745       59,048  
  Commercial
     26,694       (14,084 )     845       19,984       33,439  
Credit Cards
     3,481       (4,559 )     829       4,375       4,126  
All other
     7,074       (6,008 )     1,128       7,382       9,576  
    Total
   $ 176,043     $ (191,022 )   $ 7,876     $ 204,016     $ 196,913  


 
96
 
 
The following table provides the allowance for credit losses by segment and class based on  impairment status at December 31, 2011 and 2010:

   
December 31, 2011
  
   
Recorded
    
Allowance for
    
Allowance for
        
   
Balance of
    
Impaired Loans
    
All Other Loans
    
Total
  
   
Impaired Loans
    
and Leases
    
and Leases
    
Allowance
  
         
(In thousands)
  
Commercial and industrial
   $ 7,833     $ 4,071     $ 16,653     $ 20,724  
Real estate
                                
  Consumer mortgage
     31,793       4,386       32,143       36,529  
  Home equity
     675       48       8,582       8,630  
  Agricultural
     3,096       380       3,541       3,921  
  Commercial and industrial-owner occupied
     24,801       3,601       18,328       21,929  
  Construction, acquisition and development
     128,179       21,581       23,981       45,562  
  Commercial
     36,122       5,324       34,120       39,444  
Credit Cards
     -       -       4,021       4,021  
All other
     2,424       317       14,041       14,358  
    Total
   $ 234,923     $ 39,708     $ 155,410     $ 195,118  


   
December 31, 2010
  
   
Recorded
    
Allowance for
    
Allowance for
        
   
Balance of
    
Impaired Loans
    
All Other Loans
    
Total
  
   
Impaired Loans
    
and Leases
    
and Leases
    
Allowance
  
         
(In thousands)
  
Commercial and industrial
   $ 2,136     $ 125     $ 22,354     $ 22,479  
Real estate
                                
  Consumer mortgage
     28,223       4,226       31,314       35,540  
  Home equity
     851       41       7,264       7,305  
  Agricultural
     4,295       544       4,453       4,997  
  Commercial and industrial-owner occupied
     16,073       1,361       19,042       20,403  
  Construction, acquisition and development
     184,918       29,195       29,853       59,048  
  Commercial
     36,207       5,227       28,212       33,439  
Credit Cards
     -       -       4,126       4,126  
All other
     702       -       9,576       9,576  
    Total
   $ 273,405     $ 40,719     $ 156,194     $ 196,913  

Management evaluates impaired loans  individually in determining the adequacy of the allowance for impaired loans.

 
97
 
(7)  OTHER REAL ESTATE OWNED
The following table presents the activity in other real estate owned for the years ended December 31, 2011 and 2010:

   
2011
    
2010
  
   
(In Thousands)
  
Balance at beginning of year
   $ 133,412     $ 59,265  
Additions to foreclosed properties
                
     New foreclosed property
     125,234       129,796  
Reductions in foreclosed properties
                
     Sales
     (64,488 )     (45,217 )
     Writedowns
     (20,353 )     (10,432 )
Balance at end of year
   $ 173,805     $ 133,412  

Substantially all of these amounts related to construction, acquisition and development projects that were either completed or were in various states of construction during the year presented.  The following table presents the other real estate owned by geographical location and collateral type at December 31, 2011:

   
Alabama
and Florida
Panhandle
  
Arkansas*
  
Mississippi*
  
Missouri
  
Greater
Memphis
Area
  
Tennessee*
  
Texas and
Louisiana
  
Other
  
Total
  
   
(In thousands)
  
Commercial and industrial
   $ 436   $ 17   $ -   $ -   $ 940   $ -   $ -   $ -   $ 1,393  
Real estate
                                                        
   Consumer mortgages
     3,816     448     3,400     -     5,199     4,160     733     2,889     20,645  
   Home equity
     -     -     51     -     600     -     -     -     651  
   Agricultural
     899     -     275     -     4,542     -     -     -     5,716  
   Commercial and industrial-owner occupied
     1,022     303     1,972     76     2,371     426     174     -     6,344  
   Construction, acquisition and development
     19,318     2,241     18,850     1,974     69,822     6,918     2,763     -     121,886  
   Commercial
     1,121     1,605     3,604     -     7,672     753     232     -     14,987  
All other
     276     83     220     193     1,358     -     53     -     2,183  
     Total
   $ 26,888   $ 4,697   $ 28,372   $ 2,243   $ 92,504   $ 12,257   $ 3,955   $ 2,889   $ 173,805  
                                                         
*  Excludes the Greater Memphis Area

The Company incurred total foreclosed property expenses of $27.8 million, $18.4 million and $13.6 million in 2011, 2010 and 2009, respectively.  Realized net losses on dispositions and holding losses on valuations of these properties, a component of total foreclosed property expenses, were $21.4 million, $14.2 million and $10.8 million in 2011, 2010 and 2009, respectively.

(8)  PREMISES AND EQUIPMENT
A summary by asset classification at December 31, 2011 and 2010 follows:

   
Estimated
              
   
Useful Life
              
   
(Years)
    
2011
    
2010
  
      (In thousands)  
Land
     N/A     $ 73,978     $ 74,270  
Buildings and improvements
     10-40       305,814       305,201  
Leasehold improvements
     10-39       9,626       9,676  
Equipment, furniture and fixtures
     3-12       273,449       269,880  
Construction in progress
     N/A       14,317       8,209  
     Subtotal
             677,184       667,236  
Accumulated depreciation and amortization
             353,801       334,346  
     Premises and equipment, net
           $ 323,383     $ 332,890  

 
 
98
 
(9) GOODWILL AND OTHER INTANGIBLE ASSETS
The following table presents the changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2011 and 2010:


   
2011
  
   
Community
    
Insurance
        
   
Banking
    
Agencies
    
Total
  
   
(In thousands)
  
Balance as of January 1, 2011
   $ 217,618     $ 52,479     $ 270,097  
Goodwill recorded during the year
     -       1,200       1,200  
Balance as of December 31, 2011
   $ 217,618     $ 53,679     $ 271,297  



   
2010
  
   
Community
    
Insurance
        
   
Banking
    
Agencies
    
Total
  
   
(In thousands)
  
Balance as of January 1, 2010
   $ 217,618     $ 52,479     $ 270,097  
Goodwill recorded during the year
     -       -       -  
Balance as of December 31, 2010
   $ 217,618     $ 52,479     $ 270,097  

The goodwill recorded in the insurance agency segment during 2011 was related to an earn-out payment associated with an insignificant insurance agency acquired during the first quarter of 2008.
The Company’s policy is to assess goodwill for impairment at the reporting segment level on an annual basis or sooner if an event occurs or circumstances change which indicate that the fair value of a reporting unit is below its carrying amount.  Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value.  Accounting standards require management to estimate the fair value of each reporting segment in assessing impairment at least annually.  The Company’s annual assessment date is during the Company’s fourth quarter.  The Company performed a complete goodwill impairment analysis for all of its reporting segments during the second quarter of 2011 and a roll-forward of that analysis during the third quarter of 2011 because volatile market conditions caused the Company’s market value to fall below book value.  Based on these analyses, the estimated fair value exceeded its respective carrying value by 2% for the Company’s Community Banking reporting segment and by 30% for the Company’s Insurance Agencies reporting segment.  The Company’s annual goodwill impairment evaluation performed during the fourth quarter also indicated no impairment of goodwill for its reporting units.  Therefore, no goodwill impairment was recorded during 2011.  The Company’s annual goodwill impairment evaluation for 2010 indicated no impairment of goodwill for its reporting units.  The Company will continue to test reporting unit goodwill for potential impairment on an annual basis in the Company’s fourth quarter, or sooner if a goodwill impairment indicator is identified
In the current environment, forecasting cash flows, credit losses and growth in addition to valuing the Company’s assets with any degree of assurance is very difficult and subject to significant changes over very short periods of time.  Management will continue to update its analysis as circumstances change.  As market conditions continue to be volatile and unpredictable, impairment of goodwill related to the Company’s reporting segments may be necessary in future periods.


 
99
 
The following tables present information regarding the components of the Company’s identifiable intangible assets included in the other assets category on the consolidated balance sheet for the years ended December 31, 2011 and 2010:


   
Year ended
    
Year ended
  
   
December 31, 2011
    
December 31, 2010
  
   
Gross Carrying
    
Accumulated
    
Gross Carrying
    
Accumulated
  
   
Amount
    
Amortization
    
Amount
    
Amortization
  
Amortized intangible assets:
  
(In thousands)
  
Core deposit intangibles
   $ 27,801     $ 20,728     $ 27,801     $ 19,716  
Customer relationship intangibles
     32,749       23,935       32,511       21,661  
Non-solicitation intangibles
     75       38       600       600  
Total
   $ 60,625     $ 44,701     $ 60,912     $ 41,977  
                                 
Unamortized intangible assets:
                                
Trade names
   $ 688     $ -     $ 688     $ -  
                                 
   
Year ended
                  
   
December 31,
                  
      2011       2010                  
Aggregate amortization expense for:
  
(In thousands)
                  
Core deposit intangibles
   $ 1,012     $ 1,308                  
Customer relationship intangibles
     2,274       2,601                  
Non-solicitation intangibles
     38       -                  
Total
   $ 3,324     $ 3,909                  

The following table presents information regarding estimated amortization expense of the Company’s amortizable identifiable intangible assets for the year ending December 31, 2012, and the succeeding four years:


   
Core
    
Customer
    
Non-
        
   
Deposit
    
Relationship
    
Solicitation
        
   
Intangibles
    
Intangibles
    
Intangibles
    
Total
  
Estimated amortization expense:
  
(In thousands)
  
For the year ending December 31, 2012
   $ 946     $ 1,974     $ 37     $ 2,957  
For the year ending December 31, 2013
     582       1,686       -       2,268  
For the year ending December 31, 2014
     526       1,435       -       1,961  
For the year ending December 31, 2015
     487       1,158       -       1,645  
For the year ending December 31, 2016
     451       893       -       1,344  



(10) TIME DEPOSITS AND SHORT-TERM DEBT
Certificates of deposit and other time deposits of $100,000 or more amounting to $1.4 billion and $1.8 billion were outstanding at December 31, 2011 and 2010, respectively.  Total interest expense relating to certificates of deposit and other time deposits of $100,000 or more totaled $28.7 million, $41.7 million and $55.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.


 
100
 
For time deposits with a remaining maturity of more than one year at December 31, 2011, the aggregate amount of time deposits maturing in each of the following five years is presented in the following table:

 
 
Maturing in
Amount
 
(In thousands)
2013
 $355,323
2014
356,342
2015
212,470
2016
122,852
2017
69
Thereafter
173
  Total
 $1,047,229

The following tables present information relating to short-term debt for the years ended December 31, 2011, 2010 and 2009:

   
2011
  
                           
Maximum
  
   
End of Period
  
Daily Average
  
Outstanding
  
         
Interest
        
Interest
  
at any
  
   
Balance
    
Rate
  
Balance
    
Rate
  
Month End
  
   
(Dollars in thousands)
  
Securities sold under agreement to repurchase
   $ 373,933       0.07 %   $ 435,931       0.10 %   $ 493,157  
Short-term FHLB advances
     1,500       4.71       1,580       5.72       2,723  
    Total
   $ 375,433             $ 437,511             $ 495,880  


   
2010
  
                           
Maximum
  
   
End of Period
  
Daily Average
  
Outstanding
  
         
Interest
        
Interest
  
at any
  
   
Balance
    
Rate
  
Balance
    
Rate
  
Month End
  
   
(Dollars in thousands)
  
                               
Federal funds purchased
   $ -       - %   $ 877       0.11 %   $ -  
Securities sold under agreement to repurchase
     440,593       0.15       486,621       0.17       514,659  
Short-term FHLB advances
     2,727       5.72       51,638       1.03       152,738  
    Total
   $ 443,320             $ 539,136             $ 667,397  


   
2009
  
                           
Maximum
  
   
End of Period
  
Daily Average
  
Outstanding
  
         
Interest
        
Interest
  
at any
  
   
Balance
    
Rate
  
Balance
    
Rate
  
Month End
  
   
(Dollars in thousands)
  
Federal funds purchased
   $ -       - %   $ 163,860       0.20 %   $ 558,000  
Securities sold under agreement to repurchase
     539,870       0.21       695,381       0.19       816,374  
Federal Reserve discount window borrowings
     -       -       240,268       0.24       450,000  
Short-term FHLB advances
     203,500       3.13       75,684       0.19       203,500  
    Total
   $ 743,370             $ 1,175,193             $ 2,027,874  

 
 
101
 
     Federal funds purchased generally mature the day following the date of purchase while securities sold under repurchase agreements generally mature within 30 days from the date of sale.  Federal Reserve discount window borrowings generally mature within 90 days following the date of purchase and short-term FHLB borrowings generally mature within 30 days following the date of purchase.  At December 31, 2011, the Bank had established non-binding federal funds borrowing lines of credit with other banks aggregating $720.0 million.
 
(11) LONG-TERM FEDERAL HOME LOAN BANK BORROWINGS
The Bank has entered into a blanket floating lien security agreement with the FHLB of Dallas.  Under the terms of this agreement, the Bank is required to maintain sufficient collateral to secure borrowings in an aggregate amount of the lesser of 75% of the book value (i.e., unpaid principal balance) of the Bank’s eligible mortgage loans pledged as collateral or 35% of the Bank’s assets.  At December 31, 2011, there were no call features on long-term FHLB borrowings.
At December 31, 2011, the FHLB fixed-term advances were repayable as follows:


Final due date
  
 Interest rate
  
 Amount
       
(In thousands)
2015
  
4.69%-5.06%
   $
 3,500
Thereafter
  
4.08%
  
 30,000
  Total
       $
 33,500


(12) JUNIOR SUBORDINATED DEBT SECURITIES
In 2002, the Company issued $128.9 million 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.
Pursuant to the merger with Business Holding Corporation on December 31, 2004, the Company assumed the liability for $6.2 million 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 American State Bank Corporation on December 1, 2005, the Company assumed the liability for $6.7 million 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 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 $8.2 million 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 $10.3 million 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
 
 
102
 
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%.

(13) INCOME TAXES
Total income taxes for the years ended December 31, 2011, 2010 and 2009 were allocated as follows:


   
2011
    
2010
    
2009
  
   
(In thousands)
  
Income tax expense (benefit)
   $ 4,475     $ (8,705 )   $ 30,105  
Shareholders' equity for other comprehensive income
     7,600       (3,763 )     11,469  
Shareholders' equity for stock option plans
     (7 )     (44 )     (500 )
        Total
   $ 12,068     $ (12,512 )   $ 41,074  

           The components of income tax expense (benefit) attributable to operations were as follows for the years ended December 31, 2011, 2010 and 2009:


   
2011
    
2010
    
2009
  
Current:
  
(In thousands)
  
  Federal
   $ 5,643     $ 8,865     $ 35,936  
  State
     5,400       (1,520 )     3,527  
Deferred:
                        
  Federal
     (1,626 )     (13,848 )     (8,302 )
  State
     (4,942 )     (2,202 )     (1,056 )
        Total
   $ 4,475     $ (8,705 )   $ 30,105  
 
 
Income tax expense (benefit) differed from the amount computed by applying the U.S. federal income tax rate of 35% to income before income taxes resulting from the following:


   
2011
    
2010
    
2009
  
   
(In thousands)
  
Tax expense at statutory rates
   $ 14,715     $ 4,983     $ 39,492  
Increase (decrease) in taxes resulting from:
                        
  State income taxes, net of federal tax benefit
     266       (2,419 )     1,606  
  Tax-exempt interest revenue
     (7,881 )     (6,605 )     (6,105 )
  Tax-exempt earnings on life insurance
     (2,647 )     (2,659 )     (2,970 )
  Deductible dividends paid on 401(k) plan
     (331 )     (1,972 )     (1,875 )
  Other, net
     353       (33 )     (43 )
        Total
   $ 4,475     $ (8,705 )   $ 30,105  
 
 
103
 
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2011 and 2010 were as follows:


   
2011
       2010*  
Deferred tax assets:
  
(In thousands)
  
  Loans, principally due to allowance   for credit losses
   $ 73,911     $ 75,514  
  Other real estate owned
     10,429       5,681  
  Mark to market - securities
     4,165       4,216  
  Accrued liabilities, principally due to compensation arrangements and vacation accruals
     10,681       9,353  
  Other
     312       1,760  
  State tax credits (net of federal benefit)
     1,040       -  
  Unrecognized pension expense
     26,428       17,262  
    Total gross deferred tax assets
     126,966       113,786  
    Less:  valuation allowance
     -       -  
    Deferred tax assets
   $ 126,966     $ 113,786  
Deferred tax liabilities:
                
  Lease transactions
   $ 37,509     $ 32,809  
  Employment benefits
     26,991       29,514  
  Premises and equipment, principally due to differences in depreciation
     27,221       24,033  
  Mortgage servicing rights
     11,405       14,785  
  Intangible assets
     10,336       10,080  
  Investments, principally due to interest income recognition
     147       4,069  
  Deferred loan points
     2,656       2,821  
  Other assets, principally due to expense recognition
     525       1,233  
  Unrealized net losses on available-for-sale securities
     25,064       8,297  
      Total gross deferred tax liabilities
     141,854       127,641  
      Net deferred tax liabilities
   $ (14,888 )   $ (13,855 )
*Certain 2010 amounts have been reclassified to conform with the 2011 presentation.


The Company has a deferred state tax asset of $1.0 million resulting from state tax credit carryforwards.  These carryforwards expire between 2017 and 2018.
Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will
realize the benefits of these deductible differences existing at December 31, 2011.
 
    The following table presents the activity in unrecognized tax benefits for 2011, 2010 and 2009:

   
2011
    
2010
    
2009
  
   
(In thousands)
  
Unrecognized tax benefit, January 1
   $ 355     $ 355     $ 355  
Gross increases - tax positions in prior period
     873       -       -  
Gross decreases - tax positions in prior period
     (355 )     -       -  
Gross increases - tax positions in current period
     229       -       -  
Settlements
     -       -       -  
Lapse of statute of limitations
     -       -       -  
Unrecognized tax benefit, December 31
   $ 1,102     $ 355     $ 355  

The balance of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $1.1 million at December 31, 2011 and approximately $355,000 at both December 31, 2010 and 2009.
The Company recognizes accrued interest related to unrecognized tax benefits and penalties as a component of other noninterest expense.  The Company accrued interest related to the uncertain tax benefits noted
 
 
104
 
above of approximately $26,000 during 2011 and $28,000 during both 2010 and 2009, and in total, as of December 31, 2011 and 2010, had recognized a liability for interest of approximately $231,000 and $191,000, respectively.
Management does not expect that unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company is subject to taxation in the United States and various states and local jurisdictions.  The Company files a consolidated United States federal return.  Based on the laws of the applicable state where the Company conducts business operations, the Company and its applicable subsidiaries either file a consolidated, combined or separate return.  The tax years that remain open for examination for the Company’s major jurisdictions of the United States - Mississippi, Arkansas, Tennessee, Alabama, Louisiana and Missouri - are 2008, 2009 and 2010.  With few exceptions, the Company is no longer subject to United States federal, states or local examinations by tax authorities for years before 2008.  Currently, there are disputed tax positions taken in previously filed tax returns with certain states, including positions regarding the allocation of income and expenses.  The Company continues to evaluate these positions and intends to contest the proposed adjustments made by these tax authorities.  The Company does not anticipate that the ultimate resolution of these examinations will result in a material impact on the financial position or results of operations of the Company.

(14)  PENSION, OTHER POST RETIREMENT BENEFIT AND PROFIT SHARING PLANS
The Basic Plan is a non-contributory defined benefit pension plan managed by a trustee covering substantially all full-time employees who have at least one year of service, have attained the age of 21 and were hired prior to January 1, 2006.  During 2011, the Basic Plan was amended to implement a 2.5% cash balance formula that becomes effective January 1, 2012 for employees hired on or after January 1, 2006.  Prior to this amendment, benefits were based on years of service and the employee's compensation.   For employees hired prior to January 1, 2006, benefits will continue to be based on years of service and the employee’s compensation until January 1, 2017, at which time benefits will be based on a 2.5% cash balance formula.  As a result of the amendment, the plan was remeasured as of October 31, 2011.  The amendment reduced the projected benefit obligation by $8.2 million.  The Company's funding policy is to contribute to the Basic Plan the amount that meets the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus such additional amounts as the Company determines to be appropriate. The difference between the plan assets and projected benefit obligation is included in other assets or other liabilities, as appropriate. Actuarial assumptions are evaluated periodically.
The Restoration Plan provides for the payment of retirement benefits to certain participants in the Basic Plan.  The Restoration Plan is a non-qualified plan that covers any employee whose benefit under the Basic Plan is limited by the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and any employee who elects to participate in the BancorpSouth, Inc. Deferred Compensation Plan, which reduces the employee’s benefit under the Basic Plan.  During 2011, the Restoration Plan was amended to implement a 2.5% cash balance formula that becomes effective January 1, 2012 for employees hired on or after January 1, 2006.  Prior to this amendment, benefits were based on years of service and the employee's compensation.   For employees hired prior to January 1, 2006, benefits will continue to be based on years of service and the employee’s compensation until January 1, 2017, at which time benefits will be based on a 2.5% cash balance formula.  As a result of the amendment, the plan was remeasured as of October 31, 2011.  The amendment reduced the projected benefit obligation by approximately $316,000.  The Supplemental Plan is a non-qualified defined benefit supplemental retirement plan for certain key employees.  Benefits commence when the employee retires and are payable over a period of ten years.
The Company uses a December 31 measurement date for its pension and other benefit plans.
 
 
105
 
A summary of the three defined benefit retirement plans at and for the years ended December 31, 2011, 2010 and 2009 follows:

   
Pension Benefits
  
   
2011
    
2010
    
2009
  
Change in benefit obligations:
  
(In thousands)
  
Projected benefit obligations at beginning of year
   $ 156,595     $ 134,892     $ 120,050  
Service cost
     8,107       7,449       7,127  
Interest cost
     8,327       7,676       7,019  
Amendments
     (8,494 )     -       330  
Actuarial loss
     22,253       11,457       4,882  
Benefits paid
     (4,197 )     (4,879 )     (4,516 )
Administrative expenses paid
     (229 )     -       -  
Projected benefit obligations at end of year
   $ 182,362     $ 156,595     $ 134,892  
Change in plans assets:
                        
Fair value of plans assets at beginning of year
   $ 197,536     $ 180,217     $ 116,136  
Actual return on assets
     1,347       21,488       29,740  
Employer contributions
     547       710       38,857  
Benefits paid
     (4,197 )     (4,879 )     (4,516 )
Administrative expenses paid
     (229 )     -       -  
Fair value of plans assets at end of year
   $ 195,004     $ 197,536     $ 180,217  
Funded status:
                        
Projected benefit obligations
   $ (182,362 )   $ (156,595 )   $ (134,892 )
Fair value of plans assets
     195,004       197,536       180,217  
Unrecognized transition amount
     -       -       -  
Unrecognized prior service cost
     -       -       -  
Unrecognized actuarial loss
     -       -       -  
Net amount recognized
   $ 12,642     $ 40,941     $ 45,325  


Amounts recognized in the consolidated balance sheets consisted of:


   
Pension Benefits
  
   
2011
    
2010
    
2009
  
   
(In thousands)
  
Prepaid benefit cost
   $ 102,307     $ 104,749     $ 105,900  
Accrued benefit liability
     (20,572 )     (18,678 )     (16,868 )
Intangible asset
     -       -       -  
Accumulated other comprehensive
                        
  income adjustment
     (69,093 )     (45,130 )     (43,707 )
Net amount recognized
   $ 12,642     $ 40,941     $ 45,325  


Pre-tax amounts recognized in accumulated other comprehensive income consisted of:


   
Year ended December 31,
  
   
2011
    
2010
  
   
(In thousands)
  
             
Net transition obligation
   $ 55     $ 73  
Net prior service (benefit) cost
     (6,901 )     1,623  
Net actuarial loss
     75,939       43,434  
Total accumulated other comprehensive income
   $ 69,093     $ 45,130  

 
106
 
The net transition obligation, net prior service credit and net actuarial loss that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are approximately $18,000, $768,000 and $5,725,000, respectively.
The components of net periodic benefit cost at December 31, 2011, 2010 and 2009 were as follows:


   
Pension Benefits
  
   
2011
    
2010
    
2009
  
Components of net periodic benefit cost:
  
(In thousands)
  
Service cost
   $ 8,107     $ 7,449     $ 7,127  
Interest cost
     8,327       7,676       7,019  
Expected return on assets
     (14,864 )     (14,032 )     (10,698 )
Amortization of unrecognized transition amount
     18       18       18  
Recognized prior service cost
     31       341       342  
Recognized net loss
     3,264       2,218       4,320  
Net periodic benefit cost
   $ 4,883     $ 3,670     $ 8,128  


The weighted-average assumptions used to determine benefit obligations at December 31, 2011 and 2010 were as follows:

   
Basic Plan
    
Restoration Plan
    
Supplemental Plan
  
   
2011
    
2010
    
2011
    
2010
    
2011
    
2010
  
Discount rate
     4.80 %     5.50 %     4.45 %     5.15 %     3.85 %     4.50 %
Rate of compensation increase*
     2.00 %     2.50 %     2.00 %     2.50 %     2.00 %     2.50 %
                                                 
* 3.00% rate of compensation increase used for 2012 and beyond.

The weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31, 2011, 2010 and 2009 were as follows:

   
Basic Plan
  
   
2011
    
2010
    
2009
  
Discount rate
     5.50 %     6.00 %     6.25 %
Rate of compensation increase
     3.00 %     3.00 %     3.60 %
Expected rate of return on plan assets
     8.00 %     8.00 %     8.00 %


   
Restoration Plan
  
   
2011
    
2010
    
2009
  
Discount rate
     5.15 %     5.85 %     6.50 %
Rate of compensation increase
     3.00 %     3.00 %     3.60 %
Expected rate of return on plan assets
     N/A       N/A       N/A  


   
Supplemental Plan
  
   
2011
    
2010
    
2009
  
Discount rate
     4.50 %     5.35 %     6.50 %
Rate of compensation increase
     3.00 %     3.00 %     3.60 %
Expected rate of return on plan assets
     N/A       N/A       N/A  
N/A = not applicable


The following table presents information related to the Restoration Plan and Supplemental Plan that had accumulated benefit obligations in excess of plan assets at December 31, 2011 and 2010:


   
2011
    
2010
  
   
(In thousands)
  
Projected benefit obligation
   $ 26,712     $ 23,468  
Accumulated benefit obligation
     25,409       22,439  
Fair value of assets
     -       -  


 
107
 
The following table presents information related to the Company’s defined benefit pension plans at December 31, 2011 and 2010:

   
2011
    
2010
  
   
(In thousands)
  
Accumulated benefit obligation
   $ 172,439     $ 140,967  


In selecting the expected long-term rate of return on assets used for the Basic Plan, the Company considered the average rate of earnings expected on the funds invested or to be invested to provide for the benefits of the plan.  This included considering the trust asset allocation and the expected returns likely to be earned over the life of the plan.  This basis is consistent with the prior year.  The discount rate is the rate used to determine the present value of the Company’s future benefit obligations for its pension and other postretirement benefit plans.  The discount rate used to discount plan liabilities is determined by matching the timing and duration of expected cash flows of the Company’s pension obligations to a yield curve generated from a broad portfolio of high-quality fixed income debt instruments.
The Company’s pension plan weighted-average asset allocations at December 31, 2011 and 2010, by asset category, were as follows:

   
Plan assets at December 31
  
Target for
Asset category:
  
2011
  
2010
  
2012
             
Equity securities
  
36.87%
  
57.26%
  
40-60%
Debt securities
  
58.16%
  
37.18%
  
40-60%
Cash and equivalents
  
4.97%
  
5.56%
  
0%
Total
  
100.00%
  
100.00%
    

Equity securities held in the Basic Plan included shares of the Company’s common stock with a fair value of approximately $907,000 (0.46% of total plan assets) and $1.2 million (0.66% of total plan assets) at December 31, 2011 and 2010, respectively.  Management does not anticipate that the Company will contribute to the Basic Plan in 2012.
The following table presents information regarding expected future benefit payments, which reflect expected service, as appropriate:


   
Pension
  
   
Benefits
  
Expected future benefit payments:
  
(In thousands)
  
2012
   $ 12,629  
2013
     9,705  
2014
     10,450  
2015
     11,950  
2016
     10,790  
2017-2021
     58,568  

 
 
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The following table presents the fair value of each major category of plan assets held in the Basic Plan at December 31, 2011 and 2010:

   
Pension Benefits
  
   
2011
    
2010
  
Investments, at fair value:
  
(In thousands)
  
U.S. agency debt obligations
   $ 70,757     $ 33,433  
Mutual funds
     112,995       150,964  
Common stock of BancorpSouth, Inc.
     907       1,312  
Money market funds
     4,701       3,568  
Brokered certificates of deposit
     4,965       7,881  
   Total investments, at fair value
     194,325       197,158  
Accrued interest and dividends
     679       378  
Fair value of plan assets
   $ 195,004     $ 197,536  

Fair values are determined based on valuation techniques categorized as follows:  Level 1 means the use of quoted prices for identical instruments in active markets; Level 2 means the use of quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; Level 3 means the use of unobservable inputs.  Quoted market prices, when available, are used to value investments.  Pension plan investments include funds which invest in various types of investment securities and in various companies within various markets.  Investment securities are exposed to several risks, such as interest rate, market and credit risks.  Because of the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported.
The following table sets forth by level, within the FASB ASC 820, Fair Value Measurements and Disclosure (“FASB ASC 820”), fair value hierarchy, the plan investments at fair value as of December 31, 2011 and 2010:

   
December 31, 2011
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
   
(In thousands)
  
U.S. agency debt obligations
   $ -     $ 70,757     $ -     $ 70,757  
Mutual funds
     112,995       -       -       112,995  
Common stock of BancorpSouth, Inc.
     907       -       -       907  
Money market funds
     -       4,701       -       4,701  
Brokered certificates of deposit
     -       4,965       -       4,965  
     Total
   $ 113,902     $ 80,423     $ -     $ 194,325  


   
December 31, 2010
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
   
(In thousands)
  
U.S. agency debt obligations
   $ -     $ 33,433     $ -     $ 33,433  
Mutual funds
     150,964       -       -       150,964  
Common stock of BancorpSouth, Inc.
     1,312       -       -       1,312  
Money market funds
     -       3,568       -       3,568  
Brokered certificates of deposit
     -       7,881       -       7,881  
     Total
   $ 152,276     $ 44,882     $ -     $ 197,158  

There were no transfers between Levels of the fair value hierarchy in 2011 or 2010.

 
109
 
The following investments represented 5% or more of the total plan asset value as of December 31, 2011:


   
2011
  
   
(In thousands)
  
Fidelity Advisor New Insight S Institution
   $ 10,382  
Franklin Mutual Discovery Z Fund
     10,489  
T. Rowe Price Equity Income Fund
     10,724  
Vanguard Total Bond Market Index Institutional Fund
     21,641  


The Company has a defined contribution plan (commonly referred to as a “401(k) Plan”).  Pursuant to the 401(k) Plan, employees may contribute a portion of their compensation, as set forth in the 401(k) Plan, subject to the limitations as established by the Code.  Employee contributions (up to 5% of defined compensation) are matched dollar-for-dollar by the Company.  Employer contributions were $8.6 million for each of the years ended December 31, 2011, 2010 and 2009.  Also, the 401(k) Plan provides that the Company shall make a profit sharing contribution on behalf of each eligible employee in an amount equal to two percent of each such employee’s eligible compensation.  Eligible employees are those hired after December 31, 2005 who work at least 1,000 hours during the plan year and have attained the age of 21.  Employer profit sharing contributions for the years ended December 31, 2011, 2010 and 2009 were $1.3 million, $1.3 million and $1.1 million, respectively.

(15) FAIR VALUE DISCLOSURES
“Fair value” is defined by FASB ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available.  Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.  Unobservable inputs are inputs that reflect the reporting entity assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances.  The hierarchy is broken down into the following three levels, based on the reliability of inputs:

Level 1:  Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2:  Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3:  Significant unobservable inputs for the asset or liability that reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.

Determination of Fair Value
The Company uses the valuation methodologies listed below to measure different financial instruments at fair value.  An indication of the level in the fair value hierarchy in which each instrument is generally classified is included.  Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

Available-for-sale securities.  Available-for-sale securities are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.  The Company’s available-for-sale securities that are traded on an active exchange, such as the New York Stock Exchange, are classified as Level 1.  Available-for-sale securities valued using matrix pricing are classified as Level 2.  Available-for-sale securities valued using matrix pricing that
 
 
110
 
has been adjusted to compensate for the present value of expected cash flows, market liquidity, credit quality and volatility are classified as Level 3.

Mortgage servicing rights.  The Company records MSRs at fair value on a recurring basis with subsequent remeasurement of MSRs based on change in fair value.  An estimate of the fair value of the Company’s MSRs is determined by utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  All of the Company’s MSRs are classified as Level 3.

Derivative instruments.  The Company’s derivative instruments consist of commitments to fund fixed-rate mortgage loans to customers and forward commitments to sell individual fixed-rate mortgage loans.  Fair value of these derivative instruments is measured on a recurring basis using recent observable market prices.  The Company also enters into interest rate swaps to meet the financing, interest rate and equity risk management needs of its customers.  The fair value of these instruments is either an observable market price or a discounted cash flow valuation using the terms of swap agreements but substituting original interest rates with prevailing interest rates.  The Company’s interest rate swaps, commitments to fund fixed-rate mortgage loans to customers and forward commitments to sell individual fixed-rate mortgage loans are classified as Level 3.

Loans held for sale.  Loans held for sale are carried at the lower of cost or estimated fair value and are subject to nonrecurring fair value adjustments.  Estimated fair value is determined on the basis of existing commitments or the current market value of similar loans.  All of the Company’s loans held for sale are classified as Level 2.

Impaired loans.  Loans considered impaired under FASB ASC 310 are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Impaired loans are subject to nonrecurring fair value adjustments to reflect (1) partial write-downs that are based on the observable market price or current appraised value of the collateral, or (2) the full charge-off of the loan carrying value.  All of the Company’s impaired loans are classified as Level 3.

Other real estate owned.  Other real estate owned (“OREO”) is carried at the lower of cost or estimated fair value, less estimated selling costs and is subjected to nonrecurring fair value adjustments.  Estimated fair value is determined on the basis of independent appraisals and other relevant factors.  All of the Company’s OREO is classified as Level 3.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables present the balances of the assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 and 2010:

   
December 31, 2011
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
Assets:
  
(In thousands)
  
Available-for-sale securities:
                        
   U.S. Government agencies
   $ -     $ 1,501,243     $ -     $ 1,501,243  
   Government agency issued residential mortgage-back securities
     -       404,610       -       404,610  
   Government agency issued commercial mortgage-back securities
     -       34,599       -       34,599  
    Obligations of states and political subdivisions
     -       563,520       -       563,520  
   Collateralized debt obligations
     -       -       -       -  
   Other
     561       8,985       -       9,546  
Mortgage servicing rights
     -       -       30,174       30,174  
Derivative instruments
     -       -       55,749       55,749  
     Total
   $ 561     $ 2,512,957     $ 85,923     $ 2,599,441  
Liabilities:
                                
Derivative instruments
   $ -     $ -     $ 55,407     $ 55,407  

 
111
 

   
December 31, 2010
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
Assets:
  
(In thousands)
  
Available-for-sale securities:
                        
   U.S. Government agencies
   $ -     $ 433,158     $ -     $ 433,158  
   Government agency issued residential mortgage-back securities
     -       503,229       -       503,229  
    Government agency issued commercial mortgage-back securities
     -       29,994       -       29,994  
     Obligations of states and political subdivisions
     -       110,165       -       110,165  
   Collateralized debt obligations
     -       -       -       -  
   Other
     527       18,989       -       19,516  
Mortgage servicing rights
     -       -       38,642       38,642  
Derivative instruments
     -       -       41,882       41,882  
     Total
   $ 527     $ 1,095,535     $ 80,524     $ 1,176,586  
Liabilities:
                                
Derivative instruments
   $ -     $ -     $ 39,197     $ 39,197  

The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2011 and 2010:

   
Mortgage
          
Available-
  
   
Servicing
    
Derivative
    
for-sale
  
   
Rights
    
Instruments
    
Securities
  
   
(In thousands)
  
Balance at December 31, 2010
   $ 38,642     $ 2,685     $ -  
     Total net gains (losses) for the year included in:
                        
        Net income
     (8,468 )     (2,343 )     -  
        Other comprehensive income
     -       -       -  
     Purchases, sales, issuances and settlements, net
     -       -       -  
     Transfers in and/or out of Level 3
     -       -       -  
Balance at December 31, 2011
   $ 30,174     $ 342     $ -  
Net unrealized (losses) gains included in net income for the
                        
     year relating to assets and liabilities held at December 31, 2011
   $ (13,966 )   $ (2,343 )   $ -  


   
Mortgage
          
Available-
  
   
Servicing
    
Derivative
    
for-sale
  
   
Rights
    
Instruments
    
Securities
  
   
(In thousands)
  
Balance at December 31, 2009
   $ 35,560     $ 844     $ 2,125  
     Total net gains (losses) for the year included in:
                        
        Net income
     3,082       1,841       (2,125 )
        Other comprehensive income
     -       -       -  
     Purchases, sales, issuances and settlements, net
     -       -       -  
     Transfers in and/or out of Level 3
     -       -       -  
Balance at December 31, 2010
   $ 38,642     $ 2,685     $ -  
Net unrealized (losses) gains included in net income for the
                        
     year relating to assets and liabilities held at December 31, 2010
   $ (4,029 )   $ 1,841     $ (2,375 )


 
112
 
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The following tables present the balances of assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2011 and 2010:

   
December 31, 2011
  
                           
Total
  
   
Level 1
    
Level 2
    
Level 3
    
Total
    
Gains (Losses)
  
Assets:
  
(In thousands)
  
Loans held for sale
   $ -     $ 83,458     $ -     $ 83,458     $ -  
Impaired loans
     -       -       234,923       234,923       (39,708 )
Other real estate owned
     -       -       173,805       173,805       (21,641 )



   
December 31, 2010
  
                           
Total
  
   
Level 1
    
Level 2
    
Level 3
    
Total
    
Gains (Losses)
  
Assets:
  
(In thousands)
  
Loans held for sale
   $ -     $ 93,697     $ -     $ 93,697     $ -  
Impaired loans
     -       -       273,405       273,405       (40,719 )
Other real estate owned
     -       -       133,412       133,412       (9,791 )


Fair Value of Financial Instruments
FASB ASC 825, Financial Instruments (“FASB ASC 825”), requires that the Company disclose estimated fair values for its financial instruments.  Fair value estimates, methods and assumptions that are used by the Company in estimating fair values of financial instruments and that are not disclosed above in this Note 15 are set forth below.
 
Held-to-maturity securities.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.  The Company did not have any securities classified as held-to-maturity at December 31, 2011.

Loans and Leases.  Fair values are estimated for portfolios of loans and leases with similar financial characteristics.  The fair value of loans and leases is calculated by discounting scheduled cash flows through the estimated maturity using rates the Company would currently offer customers based on the credit and interest rate risk inherent in the loan or lease.  Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market and borrower information.  Estimated maturity represents the expected average cash flow period, which in some instances is different than the stated maturity.  This entrance price approach results in a calculated fair value that would be different than an exit or estimated actual sales price approach and such differences could be significant.

Deposit Liabilities.  Under FASB ASC 825, the fair value of deposits with no stated maturity, such as noninterest bearing demand deposits, interest bearing demand deposits and savings, is equal to the amount payable on demand as of the reporting date.  The fair value of certificates of deposit is based on the discounted value of contractual cash flows.  The discount rate is estimated using the prevailing rates offered for deposits of similar maturities.

Debt.  The carrying amounts for federal funds purchased and repurchase agreements approximate fair value because of their short-term maturity.  The fair value of the Company’s fixed-term FHLB advance securities is based on the discounted value of contractual cash flows.  The discount rate is estimated using the prevailing rates available for advances of similar maturities.  The fair value of the Company’s junior subordinated debt is based on market prices or dealer quotes.

Lending Commitments.  The Company’s lending commitments are negotiated at prevailing market rates and are relatively short-term in nature.  As a matter of policy, the Company generally makes commitments for fixed-rate loans for relatively short periods of time.  Therefore, the estimated value of the Company’s lending commitments
 
 
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approximates the carrying amount and is immaterial to the financial statements.  See Note 24, Commitments and Contingent Liabilities, for additional information regarding lending commitments.
The following table presents carrying and fair value information of financial instruments at December 31, 2011 and 2010:
 

 
   
2011
    
2010
  
   
Carrying
    
Fair
    
Carrying
    
Fair
  
   
Value
    
Value
    
Value
    
Value
  
Assets:
  
(In thousands)
  
Cash and due from banks
   $ 195,681     $ 195,681     $ 99,916     $ 99,916  
Interest bearing deposits with other banks
     303,663       303,663       172,170       172,170  
Held-to-maturity securities
     -       -       1,613,019       1,632,691  
Available-for-sale and trading securities
     2,513,518       2,513,518       1,096,062       1,096,062  
Federal funds sold and securities purchased under agreement to resell
     -       -       150,000       150,000  
Net loans and leases
     8,675,193       8,730,819       9,136,194       9,187,064  
Loans held for sale
     83,458       83,503       93,697       94,001  
                                 
Liabilities:
                                
Noninterest bearing deposits
     2,269,799       2,269,799       2,060,145       2,060,145  
Savings and interest bearing deposits
     5,698,527       5,698,527       5,794,552       5,794,552  
Other time deposits
     2,986,863       3,029,147       3,635,324       3,677,796  
Federal funds purchased and securities sold under agreement to repurchase
   and other short-term borrowings
     375,433       375,285       443,320       443,081  
Long-term debt and other borrowings
     193,880       200,166       270,392       286,993  
                                 
Derivative instruments:
                                
Forward commitments to sell fixed rate mortgage loans
     (1,057 )     (1,057 )     2,499       2,499  
Commitments to fund fixed rate mortgage loans
     2,140       2,140       639       639  
Interest rate swap position to receive
     53,608       53,608       38,347       38,347  
Interest rate swap position to pay
     (54,349 )     (54,349 )     (38,800 )     (38,800 )

 
(16) STOCK INCENTIVE AND STOCK OPTION PLANS
Key employees and directors of the Company and its subsidiaries have been granted stock options under the Company’s 1994, 1995 and 1998 stock incentive plans (the “Plans”).  The 1994 and 1995 stock incentive plans were amended in 1998 to allow a limited number of restricted stock awards and, in 2011, the name of the 1994 stock incentive plan was changed to the Long-Term Equity Incentive Plan.  All options granted pursuant to these plans have an exercise price equal to the market value on the date of the grant and are exercisable over periods of one to ten years.  Upon the exercise of stock options, new shares are issued by the Company.
In 1998, the Company adopted a stock plan through which a minimum of 50% of the compensation payable to each director is paid in the form of the Company’s common stock.  This plan is registered under the Company’s dividend reinvestment plan and the shares are purchased through the Company’s dividend reinvestment plan which purchases shares in the open market.
FASB ASC 718 requires that compensation expense be measured using estimates of fair value of all stock-based awards.  Compensation expense arising from stock options that has been charged against income for the Plans was $2.1 million, $2.1 million and $1.7 million for 2011, 2010 and 2009, respectively.  As of December 31, 2011, there was $1.7 million of total unrecognized compensation cost related to nonvested stock options.  That cost is expected to be recognized over a three-year period.
In December 2010, the Company granted stock options to purchase 408,363 shares of the Company’s common stock to its employees under the 1994 stock incentive plan.  These stock options have a contractual life of
 
 
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seven years and vest over a one, two or three-year service period.  No stock options were granted during 2011.  The following tables present the stock option activity under the Plans as of December 31, 2011 and 2010 and changes during the years then ended:


   
2011
  
   
Shares
    
Weighted-
Average
Exercise
Price
    
Weighted-
Average
Remaining
Contractual
Term
(years)
    
Aggregate
Intrinsic
Value
(In thousands)
  
Options
                        
Outstanding at January 1, 2011
     2,946,307     $ 21.41              
Exercised
     (2,225 )     9.40              
Cancelled or forfeited
     (76,659 )     22.86              
Expired
     (153,400 )     15.39              
Outstanding at December 31, 2011
     2,714,023     $ 21.72       3.6     $ 2  
                                 
Exercisable at December 31, 2011
     2,330,234     $ 22.63       3.3     $ 2  


   
2010
  
   
Shares
    
Weighted-
Average
Exercise
Price
    
Weighted-
Average
Remaining
Contractual
Term
(years)
    
Aggregate
Intrinsic
Value
(In thousands)
  
Options
                        
Outstanding at January 1, 2010
     2,701,693     $ 22.33              
Granted     408,363        13.25               
Exercised
     (22,336 )     15.01              
Cancelled or forfeited
     (46,213 )     23.28              
Expired
     (95,200 )     13.21              
Outstanding at December 31, 2010
     2,946,307     $ 21.41       4.4     $ 1,219  
                                 
Exercisable at December 31, 2010
     2,151,996     $ 22.68       3.7     $ 116  
 
 
The following table presents the status of the Company’s nonvested options as of December 31, 2011 and changes during the year then ended:


         
Weighted-
    
Weighted-
  
         
Average
    
Average
  
         
Exercise
    
Grant Date
  
   
Shares
    
Price
    
Fair Value
  
Nonvested Options
                  
Outstanding at January 1, 2011
     794,311     $ 17.96     $ 5.25  
Vested
     (388,383 )     19.46       5.55  
Forfeited or cancelled
     (22,139 )     22.31       6.42  
Outstanding at December 31, 2011
     383,789     $ 16.20     $ 4.87  

 
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 The Company uses historical data to estimate stock option exercise and employee departure behavior used in the Black-Scholes-Merton option valuation model; groups of participants (executive, non-executives and directors) are considered separately for valuation purposes.  The expected term of stock options granted is derived from analysis of all historical data on stock option activity and represents the period of time that stock options granted are expected to be outstanding; the range given below results from certain groups of participants exhibiting different post-vesting behaviors.  The risk-free rate for periods within the contractual term of the stock option is based on the U. S. Treasury yield curve in effect at the time of grant.  The expected volatility is estimated based on the Company’s historical experience.  The following table provides the range of assumptions used for stock options granted during the years ended December 31, 2010 and 2009:

   
2010
    
2009
  
             
Expected volatility
     45.2 %     43.6 %
Weighted-average volatility
     45.2 %     43.6 %
Expected dividends
     3.75 %     3.75 %
Expected term (in years)
     4.8 - 6.0       5.1 - 5.7  
Risk-free rate
     1.64 %     2.33 %


The weighted-average grant-date fair value of stock options granted during the years 2010 and 2009 was $4.00 and $6.70, respectively.  The intrinsic value of stock options exercised during the years ended December 31, 2010 and 2009 was approximately $143,000 and $1.6 million, respectively.
The following table summarizes information about stock options outstanding at December 31, 2011:


     
Options Outstanding
    
Options exercisable
  
Range of
    
Number
    
Weighted-Avg
    
Weighted-Avg
    
Number
    
Weighted-Avg
  
Exercise Prices
    
Outstanding
    
Remaining Life (years)
    
Exercise Price
    
Exercisable
    
Exercise Price
  
                                 
$ 9.97 to $13.25       409,356       5.9     $ 13.23       149,258     $ 13.21  
$ 17.10 to $20.23       150,688       1.3       19.59       150,688       19.59  
$ 21.41 to $23.51       1,313,363       3.4       22.89       1,189,672       22.94  
$ 24.03 to $25.31       840,616       3.1       24.39       840,616       24.40  
$ 9.97 to $25.31       2,714,023       3.6     $ 21.72       2,330,234     $ 22.63  
 
     The 1994 stock incentive plan allows for the issuance of performance shares.  Performance shares entitle the recipient to receive shares of the Company’s common stock upon the achievement of performance goals that are specified in the award over a specified performance period.  The recipient of performance shares is not treated as a shareholder of the Company and is not entitled to vote or receive dividends until the performance conditions stated in the award are satisfied and the shares of stock are actually issued to the recipient.  In January 2008, the Company granted 85,395 performance shares to employees for the two-year performance period from January 1, 2008 through December 31, 2009.  In January 2009, the Company granted 101,225 performance shares to employees for the two-year performance period from January 1, 2009 through December 31, 2010.  In January 2010, the Company granted 125,395 performance shares to employees for the two-year performance period from January 1, 2010 through December 31, 2011.  In March 2011, the Company granted 125,410 performance shares to employees for the two-year performance period from January 1, 2011 through December 31, 2012.  All of these performance shares vest over a three-year period and are valued at the fair value of the Company’s stock at the grant date based upon the estimated number of shares expected to vest.  No expense was recorded in 2008 and 2009 for the 2008 grant, as the Company failed to meet the performance threshold for the 2008-2009 performance period.  Compensation expense of approximately $461,000 was recognized in 2009 related to the 2009 grant of performance shares.  This amount was reversed in 2010 and no additional expense was recorded in 2010, as the Company failed to meet the performance threshold for the 2009-2010 performance period.  No expense was recorded in 2010 or 2011 related to the 2010 grant, as the Company failed to meet the performance threshold for the 2010-2011 performance period.  Compensation expense of approximately $147,000 was recognized in 2011 related to the 2011 grant of performance shares.
In May 2009, the Company awarded 5,000 restricted stock units covering 5,000 shares of Company common stock to its directors with the shares of stock covered by this award issued to the directors in May 2010.  In
 
 
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May 2010, the Company awarded 5,000 restricted stock units covering 5,000 shares of Company common stock to its directors and the shares of stock covered by this award were issued to the directors in May 2011.  No restricted stock units were awarded during 2011.  Compensation expense of approximately $37,000, $112,000 and $117,000 was recognized in 2011, 2010 and 2009, respectively, related to the restricted stock units issued to the Company’s directors.

(17) EARNINGS PER SHARE AND DIVIDEND 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.  Weighted-average antidilutive stock options to purchase 2.8 million, 2.2 million and 1.2 million shares of Company common stock with a weighted average exercise price of $21.75, $23.46 and $23.98 per share for 2011, 2010 and 2009, respectively, were excluded from diluted shares.  Antidilutive other equity awards covering approximately 36,000 and 23,000 shares of Company common stock for 2011 and 2009, respectively, were also excluded from diluted shares.  There were no antidilutive other equity awards for 2010.  The following tables provide a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the years ended December 31, 2011, 2010 and 2009:


                   
   
2011
  
   
Income
    
Shares
    
Per Share
  
   
(Numerator)
    
(Denominator)
    
Amount
  
Basic EPS:
  
(In thousands, except per share amounts)
  
Income available to common shareholders
   $ 37,569       83,486     $ 0.45  
Effect of dilutive stock options
     -       23          
                         
Diluted EPS:
                        
Income available to common shareholders plus assumed exercise
   $ 37,569       83,509     $ 0.45  



   
2010
  
   
Income
    
Shares
    
Per Share
  
   
(Numerator)
    
(Denominator)
    
Amount
  
Basic EPS:
  
(In thousands, except per share amounts)
  
Income available to common shareholders
   $ 22,942       83,425     $ 0.28  
Effect of dilutive stock options
     -       90          
                         
Diluted EPS:
                        
Income available to common shareholders plus assumed exercise
   $ 22,942       83,515     $ 0.27  



 
117
 
   
2009
  
   
Income
    
Shares
    
Per Share
  
   
(Numerator)
    
(Denominator)
    
Amount
  
Basic EPS:
  
(In thousands, except per share amounts)
  
Income available to common shareholders
   $ 82,729       83,295     $ 0.99  
Effect of dilutive stock options
     -       135          
                         
Diluted EPS:
                        
Income available to common shareholders plus assumed exercise
   $ 82,729       83,430     $ 0.99  


Dividends to shareholders are paid from dividends paid to the Company by the Bank which are subject to approval by the applicable state regulatory authority.

(18) OTHER COMPREHENSIVE INCOME
The following tables present the components of other comprehensive income and the related tax effects allocated to each component for the years ended December 31, 2011, 2010 and 2009:


                       
   
2011
  
   
Before
    
Tax
    
Net
  
   
Tax
        
(Expense)
    
of Tax
  
   
Amount
        
Benefit
    
Amount
  
   
(In thousands)
  
Unrealized gains on available-for-sale securities:
                      
Unrealized gains (losses) arising during holding period
   $ 55,882         $ (21,405 )   $ 34,477  
Reclassification adjustment for net (gains) losses realized in net income
     (12,127 )         4,639       (7,488 )
Change in pension funding status
     (23,963 )         9,166       (14,797 )
Other comprehensive income (loss)
   $ 19,792         $ (7,600 )   $ 12,192  



   
2010
  
   
Before
  
Tax
    
Net
  
   
Tax
    
(Expense)
    
of Tax
  
   
Amount
    
Benefit
    
Amount
  
   
(In thousands)
  
Unrealized gains on available-for-sale securities:
                  
Unrealized (losses) gains arising during holding period
   $ (8,854 )   $ 3,399     $ (5,455 )
Reclassification adjustment for net losses (gains) realized in net income
     470       (180 )     290  
Change in pension funding status
     (1,423 )     544       (879 )
Other comprehensive (loss) income
   $ (9,807 )   $ 3,763     $ (6,044 )


 
118
 

   
2009
  
   
Before
  
Tax
    
Net
  
   
Tax
    
(Expense)
    
of Tax
  
   
Amount
    
Benefit
    
Amount
  
   
(In thousands)
  
Unrealized gains on available-for-sale securities:
                  
Unrealized gains (losses) arising during holding period
   $ 11,391     $ (4,368 )   $ 7,023  
Reclassification adjustment for net losses (gains) realized in net income
     55       (21 )     34  
Change in pension funding status
     18,510       (7,080 )     11,430  
Other comprehensive income (loss)
   $ 29,956     $ (11,469 )   $ 18,487  


(19) RELATED PARTY TRANSACTIONS
The Bank has made, and expects in the future to continue to make in the ordinary course of business, loans to directors and executive officers of the Company and their affiliates.  In management’s opinion, these transactions with directors and executive officers were made on substantially the same terms as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present any other unfavorable features.  A summary of such outstanding loans is as follows:


       
   
Amount
  
   
(In thousands)
  
Loans outstanding at December 31, 2010
   $ 31,794  
New loans
     47,862  
Repayments
     (59,079 )
Changes in directors and executive officers
     (1,396 )
Loans outstanding at December 31, 2011
   $ 19,181  


(20) MORTGAGE SERVICING RIGHTS
MSRs, which are recognized as a separate asset on the date the corresponding mortgage loan is sold, are recorded at fair value as determined at each accounting period end.  An estimate of the fair value of the Company’s MSRs is determined utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  Data and assumptions used in the fair value calculation related to MSRs for the years ended December 31, 2011, 2010 and 2009 were as follows:

 
 
   
2011
    
2010
    
2009
  
   
(Dollars in thousands)
  
Unpaid principal balance
   $ 4,293,552     $ 3,870,872     $ 3,413,202  
Weighted-average prepayment speed (CPR)
     22.7       15.6       15.9  
Discount rate (annual percentage)
     10.3       10.3       10.3  
Weighted-average coupon interest rate (percentage)
     4.9       5.2       5.6  
Weighted-average remaining maturity (months)
     311.0       315.0       321.0  
Weighted-average servicing fee (basis points)
     28.0       28.4       28.8  


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.
 
 
119
 
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 years indicated:

   
2011
    
2010
  
   
(In thousands)
  
Fair value at beginning of year
   $ 38,642     $ 35,560  
Additions:
                
   Origination of servicing assets
     11,692       13,898  
Changes in fair value:
                
   Due to payoffs/paydowns
     (6,180 )     (6,781 )
   Due to change in valuation inputs or assumptions used in the valuation model
     (13,966 )     (4,029 )
   Other changes in fair value
     (14 )     (6 )
Fair value at end of year
   $ 30,174     $ 38,642  

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 $11.6 million, $10.5 million and $9.5 million and late and other ancillary fees of $1.3 million, $1.4 million and $1.2 million in 2011, 2010, and 2009, respectively.

(21)  REGULATORY MATTERS
The Company is subject to various regulatory capital requirements administered by the federal and state banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices.  The Company’s capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings and other factors.  Quantitative measures established by the Board of Governors of the Federal Reserve to ensure capital adequacy require the Company to maintain minimum capital amounts and ratios (risk-based capital ratios).  All banking companies are required to have core capital (“Tier I”) of at least 4% of risk-weighted assets, total capital of at least 8% of risk-weighted assets and a minimum Tier I leverage ratio of 4% of adjusted average assets.  The regulations also define well capitalized levels of Tier I, total capital and Tier I leverage as 6%, 10% and 5%, respectively.  The Company and the Bank had Tier I, total capital and Tier I leverage above the well capitalized levels at December 31, 2011 and 2010, respectively, as set forth in the following table:


   
2011
    
2010
  
   
Amount
    
Ratio
    
Amount
    
Ratio
  
   
(Dollars in thousands)
  
Tier I capital (to risk-weighted assets)
                        
     BancorpSouth, Inc.
   $ 1,129,746       11.77 %   $ 1,070,744       10.61 %
     BancorpSouth Bank
     1,099,369       11.46       1,040,714       10.32  
Total capital (to risk-weighted assets)
                                
     BancorpSouth, Inc.
     1,250,801       13.03       1,197,626       11.87  
     BancorpSouth Bank
     1,220,424       12.73       1,167,596       11.58  
Tier I leverage capital (to average assets)
                                
     BancorpSouth, Inc.
     1,129,746       8.85       1,070,744       8.07  
     BancorpSouth Bank
     1,099,369       8.67       1,040,714       7.87  


(22)  SEGMENTS
The Company is a financial holding company with subsidiaries engaged in the business of banking and activities closely related to banking.  The Company determines reportable segments based upon the services offered, the significance of those services to the Company’s financial condition and operating results and management’s
 
 
120
 
regular review of the operating results of those services.  The Company’s primary segment is Community Banking, which includes providing a full range of deposit products, commercial loans and consumer loans.  The Company has also designated two additional reportable segments - Insurance Agencies and General Corporate and Other.  The Company’s insurance agencies serve as agents in the sale of commercial lines of insurance and full lines of property and casualty, life, health and employee benefits products and services.  The General Corporate and Other operating segment includes leasing, mortgage lending, trust services, credit card activities, investment services and other activities not allocated to  the Community Banking or Insurance Agencies operating segments.  The increased net income of the Community Banking operating segment in 2011 compared to 2010 was primarily related to the decrease in the provision for credit losses.
Results of operations and selected financial information by operating segment for the years ended December 31, 2011, 2010 and 2009 were as follows:


   
Community Banking
    
Insurance Agencies
    
General Corporate and Other
    
Total
  
2011
  
(In thousands)
  
Results of Operations
                        
Net interest revenue
   $ 407,648     $ 329     $ 26,936     $ 434,913  
Provision for credit losses
     127,794       -       2,287       130,081  
Net interest income after provision for credit losses
     279,854       329       24,649       304,832  
Noninterest revenue
     126,807       86,955       57,083       270,845  
Noninterest expense
     338,125       73,793       121,715       533,633  
Income (loss) before income taxes
     68,536       13,491       (39,983 )     42,044  
Income tax expense (benefit)
     40,454       5,423       (41,402 )     4,475  
Net income
   $ 28,082     $ 8,068     $ 1,419     $ 37,569  
Selected Financial Information
                                
Total assets
   $ 10,169,986     $ 163,995     $ 2,661,870     $ 12,995,851  
Depreciation and amortization
     24,167       3,826       4,221       32,214  



   
Community Banking
    
Insurance Agencies
    
General Corporate and Other
    
Total
  
2010
  
(In thousands)
  
Results of Operations
                        
Net interest revenue
   $ 411,936     $ 561     $ 28,645     $ 441,142  
Provision for credit losses
     197,539       -       6,477       204,016  
 Net interest income after provision for credit losses
     214,397       561       22,168       237,126  
Noninterest revenue
     114,736       82,327       67,081       264,144  
Noninterest expense
     308,299       70,830       107,904       487,033  
Income (loss) before income taxes
     20,834       12,058       (18,655 )     14,237  
Income tax expense (benefit)
     2,914       4,786       (16,405 )     (8,705 )
Net income (loss)
   $ 17,920     $ 7,272     $ (2,250 )   $ 22,942  
Selected Financial Information
                                
Total assets
   $ 10,854,511     $ 158,919     $ 2,601,580     $ 13,615,010  
Depreciation and amortization
     24,910       4,230       4,532       33,672  


 
121
 

   
Community Banking
    
Insurance Agencies
    
General Corporate and Other
    
Total
  
2009
  
(In thousands)
  
Results of Operations
                        
Net interest revenue
   $ 413,125     $ 625     $ 31,149     $ 444,899  
Provision for credit losses
     111,409       -       5,915       117,324  
Net interest income after provision for credit losses
     301,716       625       25,234       327,575  
Noninterest revenue
     130,544       80,714       64,018       275,276  
Noninterest expense
     327,020       68,857       94,140       490,017  
Income (loss) before income taxes
     105,240       12,482       (4,888 )     112,834  
Income tax expense (benefit)
     28,079       4,918       (2,892 )     30,105  
Net income (loss)
   $ 77,161     $ 7,564     $ (1,996 )   $ 82,729  
Selected Financial Information
                                
Total assets
   $ 10,879,768     $ 159,585     $ 2,128,514     $ 13,167,867  
Depreciation and amortization
     28,831       4,651       2,272       35,754  
 
 

 (23)  DERIVATIVE INSTRUMENTS
The derivative instruments held by the Company include commitments to fund fixed-rate mortgage loans to customers and forward commitments to sell individual, fixed-rate mortgage loans.  The Company’s objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the commitments to fund the fixed-rate mortgage loans.  Both the commitments to fund fixed-rate mortgage loans and the forward commitments to sell individual fixed-rate mortgage loans are reported at fair value, with adjustments being recorded in current period earnings, and are not accounted for as hedges.  At December 31, 2011, the notional amount of forward commitments to sell individual fixed-rate mortgage loans was $107.0 million, with a carrying value and fair value reflecting a loss of $1.1 million.  At December 31, 2010, the notional amount of forward commitments to sell individual fixed-rate mortgage loans was $151.3 million, with a carrying value and fair value reflecting a gain of $2.5 million.  At December 31, 2011, the notional amount of commitments to fund individual fixed-rate mortgage loans was $104.2 million, with a carrying value and fair value reflecting a gain of $2.1 million.  At December 31, 2010, the notional amount of commitments to fund individual fixed-rate mortgage loans was $70.1 million, with a carrying value and fair value reflecting a gain of approximately $639,000.
The Company also enters into derivative financial instruments in the form of interest rate swaps to meet the financing, interest rate and equity risk management needs of its customers.  Upon entering into these interest rate swaps to meet customer needs, the Company enters into offsetting positions to minimize interest rate and equity risk to the Company.  These derivative financial instruments are reported at fair value with any resulting gain or loss recorded in current period earnings.  These instruments and their offsetting positions are recorded in other assets and other liabilities on the consolidated balance sheets.  As of December 31, 2011, the notional amount of customer related derivative financial instruments was $493.3 million, with an average maturity of 62.3 months, an average interest receive rate of 2.6% and an average interest pay rate of 5.9%.  As of December 31, 2010, the notional amount of customer related derivative financial instruments was $514.8 million, with an average maturity of 73.4 months, an average interest receive rate of 2.5% and an average interest pay rate of 6.1%.

(24)  COMMITMENTS AND CONTINGENT LIABILITIES
Leases
Rent expense was $7.1 million for 2011, $6.9 million for 2010 and $7.1 million for 2009. Future minimum lease payments for the following five years for all non-cancelable operating leases with initial or remaining terms of one year or more consisted of the following at December 31, 2011:

 
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Amount
     (In thousands)
2012
  
 $6,052
2013
  
 4,725
2014
  
 2,410
2015
  
 1,883
2016
  
 1,159
Thereafter
  
 4,635
Total future minimum lease payments
  
 $20,864


Mortgage Loans Serviced for Others
The Company services mortgage loans for others that are not included as assets in the Company’s accompanying consolidated financial statements. Included in the $4.3 billion of loans serviced for investors at December 31, 2011 was $3.3 million of primary recourse servicing pursuant to which the Company is responsible for any losses incurred in the event of nonperformance by the mortgagor. The Company's exposure to credit loss in the event of such nonperformance is the unpaid principal balance at the time of default. This exposure is limited by the underlying collateral, which consists of single family residences and either federal or private mortgage insurance.

Lending Commitments
In the normal course of business, there are outstanding various commitments and other arrangements for credit which are not reflected in the consolidated balance sheets.  As of December 31, 2011, these included $158.9 million for letters of credit and $2.0 billion for interim mortgage financing, construction credit, credit card and revolving line of credit arrangements.  The Company did not realize significant credit losses from these commitments and arrangements during the years ended December 31, 2011, 2010 and 2009.

Litigation
The nature of the Company’s business ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative investigations and proceedings. Although the Company and its subsidiaries have developed policies and procedures to minimize the impact of legal noncompliance and other disputes, and endeavored to provide reasonable insurance coverage, litigation and regulatory actions present an ongoing risk.
The Company and its subsidiaries are engaged in lines of business that are heavily regulated and involve a large volume of financial transactions and potential transactions with numerous customers or applicants. From time to time, borrowers, customers, former employees and other third parties have brought actions against the Company or its subsidiaries, in some cases claiming substantial damages. Financial services companies are subject to the risk of class action litigation and, from time to time, the Company and its subsidiaries are subject to such actions brought against it. Additionally, the Bank is, and management expects it to be, engaged in a number of foreclosure proceedings and other collection actions as part of its lending and leasing collections activities, which, from time to time, have resulted in counterclaims against the Bank. Various legal proceedings have arisen and may arise in the future out of claims against entities to which the Company is a successor as a result of business combinations. The Company’s insurance has deductibles, and will likely not cover all such litigation or other proceedings or the costs of defense. The Company and its subsidiaries may also be subject to enforcement actions by federal or state regulators, including the Securities and Exchange Commission, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, the Department of Justice, state attorneys general and the Mississippi Department of Banking and Consumer Finance.
When and as the Company determines it has meritorious defenses to the claims asserted, it vigorously defends against such claims. The Company will consider settlement of claims when, in management’s judgment and in consultation with counsel, it is in the best interests of the Company to do so.
The Company cannot predict with certainty the cost of defense, the cost of prosecution or the ultimate outcome of litigation and other proceedings filed by or against it, its directors, management or employees, including remedies or damage awards. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings as well as certain threatened claims (which are not considered incidental to the ordinary conduct of the Company’s business) utilizing the latest and most reliable information
 
 
123
 
available. For matters where a loss is not probable or the amount of the loss cannot be estimated, no accrual is established. For matters where it is probable the Company will incur a loss and the amount can be reasonably estimated, the Company establishes an accrual for the loss. Once established, the accrual is adjusted periodically to reflect any relevant developments. The actual cost of any outstanding legal proceedings or threatened claims, however, may turn out to be substantially higher than the amount accrued. Further, the Company’s insurance will not cover all such litigation, other proceedings or claims, or the costs of defense.
While the final outcome of any legal proceedings is inherently uncertain, based on the information available, advice of counsel and available insurance coverage, management believes that the litigation-related expense accrued as of December 31, 2011 is adequate and that any incremental liability arising from the Company’s legal proceedings and threatened claims, including the matters described herein and those otherwise arising in the ordinary course of business, will not have a material adverse effect on the Company's business or consolidated financial condition. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any one or more of the lawsuits in which the Company or its subsidiaries are defendants, which may be material to the Company’s results of operations for a given fiscal period.
On May 12, 2010, the Company and its Chief Executive Officer, President and Chief Financial Officer were named in a purported class action lawsuit filed in the U.S. District Court for the Middle District of Tennessee on behalf of certain purchasers of the Company’s common stock. On September 17, 2010, an Executive Vice President of the Company was added as a party to the lawsuit. The amended complaint alleges that the defendants issued materially false and misleading statements regarding the Company’s business and financial results. The plaintiff seeks class certification, an unspecified amount of damages and awards of costs and attorneys’ fees and other equitable relief. No class has been certified and, at this stage of the lawsuit, management cannot determine the probability of an unfavorable outcome to the Company. There are significant uncertainties involved in any purported class action litigation.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
On August 16, 2011, a shareholder filed a putative derivative action purportedly on behalf of the Company in the Circuit Court of Lee County, Mississippi, against certain current and past executive officers and the members of the Board of Directors of the Company. The plaintiff in this shareholder derivative lawsuit asserts that the individual defendants violated their fiduciary duties based upon substantially the same facts as alleged in the purported class action lawsuit described above. The plaintiff is seeking to recover damages in an unspecified amount and equitable and/or injunctive relief. Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
In November 2010, the Company was informed that the Atlanta Regional Office of the SEC had issued an Order of Investigation concerning the Company.  This investigation is ongoing and is primarily focused on the Company’s recording and reporting of its unaudited financial statements, including the allowance and provision for credit losses, and its internal controls and its communications with the independent auditors prior to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  In connection with its investigation, the SEC issued subpoenas for documents and testimony, with which the Company has fully complied.  The Company is cooperating fully with the SEC. No claims have been made by the SEC against the Company or against any individuals affiliated with the Company. At this time, it is not possible to predict when or how the investigation will be resolved or the cost or potential liabilities associated with this matter.
On May 18, 2010, the Bank was named as a defendant in a purported class action lawsuit filed by two Arkansas customers of the Bank in the U.S. District Court for the Northern District of Florida. The suit challenges the manner in which overdraft fees were charged and the policies related to posting order of debit card and ATM transactions. The suit also makes a claim under Arkansas’ consumer protection statute. The case was transferred to pending multi-district litigation in the U.S. District Court for the Southern District of Florida. No class has been certified and, at this stage of the lawsuit, management of the Company cannot determine the probability of an unfavorable outcome to the Company. There are significant uncertainties involved in any purported class action litigation.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. However, there can be no assurance that an adverse outcome or settlement would not have a material adverse effect on the Company’s consolidated results of operations for a given fiscal period.

 
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(25) CONDENSED PARENT COMPANY INFORMATION
The following condensed financial information reflects the accounts and transactions of the Company (excluding its subsidiaries) at the dates and for the years indicated:


Condensed Balance Sheets
  
December 31,
  
   
2011
    
2010
  
Assets:
  
(In thousands)
  
Cash on deposit with subsidiary bank
   $ 17,100     $ 18,972  
Investment in subsidiaries
     1,392,966       1,352,569  
Other assets
     15,173       12,900  
  Total assets
   $ 1,425,239     $ 1,384,441  
                 
Liabilities and shareholders' equity:
                
Total liabilities
   $ 162,327     $ 162,197  
Shareholders' equity
     1,262,912       1,222,244  
  Total liabilities and shareholders' equity
   $ 1,425,239     $ 1,384,441  

   
Year Ended December 31,
  
Condensed Statements of Income
  
2011
    
2010
    
2009
  
   
(In thousands)
  
Dividends from subsidiaries
   $ 23,000     $ 89,500     $ 54,000  
Other operating income
     268       837       1,513  
  Total income
     23,268       90,337       55,513  
                         
Operating expenses
     17,358       16,807       16,303  
Income before tax benefit and equity in undistributed earnings
     5,910       73,530       39,210  
Income tax benefit
     6,050       6,102       5,657  
Income before equity in undistributed earnings of subsidiaries
     11,960       79,632       44,867  
Equity in (distributed) undistributed earnings of subsidiaries
     25,609       (56,690 )     37,862  
  Net income
   $ 37,569     $ 22,942     $ 82,729  


   
Year Ended December 31,
  
Condensed Statements of Cash Flows
  
2011
    
2010
    
2009
  
   
(In thousands)
  
Operating activities:
                  
  Net income
   $ 37,569     $ 22,942     $ 82,729  
  Adjustments to reconcile net income to net cash provided by operating activities
     (30,348 )     58,486       (39,131 )
Net cash provided by operating activities
     7,221       81,428       43,598  
Investing activities:
                        
  Net cash paid for acquisitions
     -       -       -  
Net cash used in investing activities
     -       -       -  
Financing activities:
                        
  Cash dividends
     (11,689 )     (73,458 )     (73,335 )
  Common stock transactions, net
     2,596       464       6,320  
Net cash used in financing activities
     (9,093 )     (72,994 )     (67,015 )
(Decrease) increase in cash and cash equivalents
     (1,872 )     8,434       (23,417 )
Cash and cash equivalents at beginning of year
     18,972       10,538       33,955  
Cash and cash equivalents at end of year
   $ 17,100     $ 18,972     $ 10,538  


 
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(26) OTHER NONINTEREST INCOME AND EXPENSE
The following table details other noninterest income for the three years ended December 31, 2011, 2010 and 2009:

                   
   
2011
    
2010
    
2009
  
   
(In thousands)
  
Annuity fees
   $ 3,323     $ 2,474     $ 3,721  
Brokerage commissions and fees
     5,918       5,512       4,803  
Bank-owned life insurance
     7,662       7,737       8,614  
Other miscellaneous income
     16,599       14,433       28,225  
   Total other noninterest income
   $ 33,502     $ 30,156     $ 45,363  

The following table details other noninterest expense for the three years ended December 31, 2011, 2010 and 2009:

 
   
2011
    
2010
    
2009
  
   
(In thousands)
  
Advertising
   $ 5,098     $ 5,354     $ 6,377  
Foreclosed property expense
     27,796       18,355       13,599  
Telecommunications
     8,386       9,466       8,854  
Public relations
     5,727       6,088       5,900  
Data processing
     9,677       6,068       6,175  
Computer software
     7,502       7,334       7,260  
Amortization of intangibles
     3,324       3,909       4,957  
Legal fees
     9,170       6,102       8,593  
Postage and shipping
     4,812       5,044       4,939  
Other miscellaneous expense
     74,098       62,760       59,341  
   Total other noninterest expense
   $ 155,590     $ 130,480     $ 125,995  

 
(27) SUBSEQUENT EVENTS
On January 24, 2012, the Company completed an underwritten public offering of 10,952,381 shares of Company common stock at a public offering price of $10.50 per share.  The gross proceeds from the offering, before expenses, were $109.3 million.  Offering expenses were approximately $575,000.  The proceeds from the offering will be used by the Company for general corporate purposes, including to maintain certain capital levels and liquidity at the Company, potentially provide equity capital to the Bank, fund growth either organically or through acquisition of other financial institutions, insurance agencies, or other businesses that are closely aligned to the operations of the Company, and fund investments in its subsidiaries. 
The Company has evaluated any additional subsequent events through the date of this filing.  Management does not believe there are any additional material subsequent events which would require further disclosure.

 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
There have been no changes in the Company's independent accountants and auditors for the two most recent fiscal years.
 
 
126
 
ITEM 9A. CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
 
               The Company, with the participation of its management, including the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) as of the end of the period covered by this Report.
                Based upon that evaluation and as of the end of the period covered by this Report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in its reports that the Company files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported on a timely basis.
Pursuant to Section 404 of the Sarbanes-Oxley Act, the Company has included a report of management’s assessment of the design and operating effectiveness of its internal controls as part of this Report.  The Company’s independent registered public accounting firm reported on the effectiveness of internal control over financial reporting.  Management’s report and the independent registered public accounting firm’s report are included with the Company’s 2011 consolidated financial statements in Item 8 of this Report under the captions entitled “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s assessment of the Company’s internal control over financial reporting identified a material weakness in the Company’s internal control over financial reporting related to the determination of the allowance for credit losses as of December 31, 2009 and 2010.  During the fourth quarter of 2010, the Company successfully remediated two of the deficiencies that contributed to the material weakness reported as of December 31, 2009.  These deficiencies related to (i) identification of loan modifications and communication with accounting personnel for accounting and disclosure consideration and (ii) ineffective controls to ensure that updated appraisals for loans were obtained.  During the fourth quarter of 2011, the Company successfully remediated the final deficiency that contributed to the material weakness reported as of December 31, 2009 and 2010.  This deficiency related to ineffective controls to recognize timely the impact of changes in credit quality on the grading of loans in the determination of the allowance for credit losses.


ITEM 9B. OTHER INFORMATION.

None.


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
     Information concerning the directors and nominees of the Company appears under the caption “Proposal 1:  Election of Directors” in the Company's definitive Proxy Statement for its 2012 annual meeting of shareholders, and is incorporated herein by reference.


EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information regarding executive officers is included under the section captioned “Executive Officers of the Registrant” in Part I, Item 1, elsewhere in the Report.  Other information required by this Item is
incorporated herein by reference to the Company’s definitive Proxy Statement for its 2012 annual meeting of shareholders.
 
127
 
AUDIT COMMITTEE FINANCIAL EXPERT

Information regarding audit committee financial experts serving on the Audit Committee of the Company’s Board of Directors appears under the caption “Corporate Governance - Committees of the Board of Directors” in the Company’s definitive Proxy Statement for its 2012 annual meeting of shareholders, and is incorporated herein by reference.


IDENTIFICATION OF THE AUDIT COMMITTEE

Information regarding the Audit Committee and the identification of its members appears under the caption “Corporate Governance - Committees of the Board of Directors” in the Company’s definitive Proxy Statement for its 2012 annual meeting of shareholders, and is incorporated herein by reference.  In establishing the Audit Committee’s compliance with Rule 10A-3 under the Exchange Act, each member of the Company’s Audit Committee is relying upon the exemption provided by Rule 10A-3(b)(1)(iv)(B) of the Exchange Act because each member of the Audit Committee is also a member of the Bank’s Board of Directors.

MATERIAL CHANGES TO PROCEDURES BY WHICH SECURITY HOLDERS MAY RECOMMEND NOMINEES

The Company has not made any material changes to the procedures by which its shareholders may recommend nominees to the Company’s Board of Directors since the date of the Company’s definitive Proxy Statement for its 2011 annual meeting of shareholders.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Information regarding the Section 16(a) beneficial ownership compliance of each of the Company’s directors and executive officers or each person who owns more than 10% of the outstanding shares of the Company’s common stock appears under the caption “General Information - Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive Proxy Statement for its 2012 annual meeting of shareholders, and is incorporated herein by reference.

CERTAIN CORPORATE GOVERNANCE DOCUMENTS

The Company has adopted a code of business conduct and ethics that applies to its directors, chief executive officer, chief financial officer, other officers, other financial reporting persons and employees.  The Company has also adopted Corporate Governance Principles for its Board of Directors.  These documents, as well as the charters of the Audit Committee, Executive Compensation and Stock Incentive Committee and Nominating Committee of the Board of Directors, are available on the Company’s website at www.bancorpsouth.com on the Investors Relations webpage under the captions “Corporate Information-Governance Documents” and “-Committee Charting,” or shareholders may request a free copy of these documents from:

BancorpSouth, Inc.
Corporate Secretary
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804
(662) 680-2000
 
     The Company intends to disclose any amendments to its code of business conduct and ethics and any waiver from a provision of the code, as required by the SEC, on the Company’s website within four business days following such amendment or waiver.

 
128
 
ITEM 11. EXECUTIVE COMPENSATION.

This information appears under the captions “Executive Compensation,”  “Compensation Discussion and Analysis,” “Director Compensation” and “Executive Compensation and Stock Incentive Committee Report” in the Company's definitive Proxy Statement for its 2012 annual meeting of shareholders, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information regarding the security ownership of certain beneficial owners and directors, nominees and executive officers of the Company appears under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s definitive Proxy Statement for its 2012 annual meeting of shareholders, and is incorporated herein by reference.
 
    The following table provides information as of December 31, 2011 with respect to compensation plans (including individual compensation arrangements) under which shares of Company common stock are authorized for issuance:

       
Number of shares
to be issued upon
exercise of outstanding
options and rights (a)
    
Weighted-average
exercise price of
outstanding
options and rights (b)
    
Number of shares remaining
available for future
 issuance under equity
compensation plans (1) (c)
  
Plan Category:
                  
Equity compensation plans approved by shareholders (2)(3)
     2,710,276     $ 21.73       449,054  
Equity compensation plans not approved by shareholders (4)
     3,747       12.85       413,589  
Total
     2,714,023     $ 21.72       862,643  
                         
 (1) Excludes shares to be issued upon exercise of outstanding options and rights.
 (2) Column (a) does not include 16,401 restricted shares that were unvested or 121,465 performance shares that were unearned as of December 31, 2011. Such unvested restricted shares and performance shares are also
       excluded from the number of shares remaining available for future issuance under our equity compensation plans in column (c). The weighted average exercise price in column (b) does not take these awards into account
       because they have no exercise price.
 (3) The plans that have been approved by our shareholders include the BancorpSouth, Inc. Director Stock Plan, the Executive Performance Incentive Plan, the 1990 Stock Incentive Plan, the Long-Term Equity Incentive Plan  
       and the 1995 Non-Qualified Stock Option Plan for Non-Employee Directors.
 (4) The plans that have not been approved by our shareholders include the BancorpSouth, Inc. 1998 Stock Option Plan and the plan assumed with the merger of Business Holding Corporation, which was effective
       December 31, 2004.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information regarding certain relationships and related transactions with management and others appears under the caption “Certain Relationships and Related Transactions” in the Company's definitive Proxy State­ment for its 2012 annual meeting of shareholders, and is incorporated herein by reference.  Information regarding director independence appears under the caption “Corporate Governance – Director Independence” in the Company’s definitive Proxy Statement for its 2011 annual meeting of shareholders, and is incorporated herein by reference.

 
 
129
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information regarding accountant fees and services appears under the caption “Proposal 2:  Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive Proxy Statement for its 2012 annual meeting of shareholders, and is incorporated herein by reference.


PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Index to Consolidated Financial Statements, Financial Statement Schedules and Exhibits:
     1.    Consolidated Financial Statements:  See “Item 8. Financial Statements and Supplementary Data.”

     2.    Consolidated Financial Statement Schedules:
                    All schedules are omitted as the required information is inapplica­ble or the information is presented in the financial statements or related notes.
     
3.
Exhibits
    
 
(3)
(a)
Restated Articles of Incorporation, as amended. (1)
   
(b)
Bylaws, as amended and restated. (2)
   
(C)
Amendment No. 1 to Amended and Restated Bylaws. (3)
   
(d)
Amendment No. 2 to Amended and Restated Bylaws (4)
   
(e)
Amendment No. 3 to Amended and Restated Bylaws (4)
 
(4)
(a)
Specimen Common Stock Certificate. (5)
   
(b)
Amended and Restated Certificate of Trust of BancorpSouth Capital Trust I. (6)
   
(c)
Second Amended and Restated Trust Agreement of BancorpSouth Capital Trust I, dated as of January 28, 2002, between BancorpSouth, Inc., The Bank of New York, The Bank of New York (Delaware) and the Administrative Trustees named therein. (7)
   
(d)
Junior Subordinated Indenture, dated as of January 28, 2002, between BancorpSouth, Inc. and The Bank of New York. (7)
   
(e)
Guarantee Agreement, dated as of January 28, 2002, between BancorpSouth, Inc. and The Bank of New York. (7)
   
(f)
Junior Subordinated Debt Security Specimen. (7)
   
(g)
Trust Preferred Security Certificate for BancorpSouth Capital Trust I. (7)
   
(h)
Certain instruments defining the rights of certain holders of long-term debt securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request
 
(10)
(a)
BancorpSouth, Inc. Supplemental Executive Retirement Plan, as amended and restated. (8)(27)
   
(b)
BancorpSouth, Inc. Long-Term Equity Incentive Plan. (9)(27)
   
(c)
Amendment to BancorpSouth, Inc. Long-Term Equity Incentive Plan. (10) (27)
   
(d)
Form of Performance Share Award Agreement. (11)(27)
   
(e)
BancorpSouth, Inc. Director Stock Plan, as amended and restated. (12)(27)
   
(f)
1995 Non-Qualified Stock Option Plan for Non-Employee Directors. (13)(27)
   
(g)
BancorpSouth, Inc. 1998 Stock Option Plan (14)(27)
   
(h)
BancorpSouth, Inc. Restoration Plan, as amended and restated. (8)(27)
   
(i)
BancorpSouth, Inc. Deferred Compensation Plan, as amended and restated. (8)(27)
   
(j)
BancorpSouth, Inc. Home Office Incentive Plan. (15)(27)
   
(k)
Description of Dividend Reinvestment Plan. (16)(27)
   
(l)
BancorpSouth, Inc., Amended and Restated Salary Deferral-Profit Sharing Employee Stock Ownership Plan. (17)(27)
   
(m)
Form of BancorpSouth, Inc. Change in Control Agreement. (18)(27)
   
(n)
Form of Amendment to BancorpSouth, Inc. Change in Control Agreement. (8)(27)
 
 
130
 

   
(o)
BancorpSouth, Inc. Change in Control Agreement for Aubrey B. Patterson. (19)(27)
   
(p)
BancorpSouth, Inc. Change in Control Agreement for James V. Kelley. (20)(27)
   
(q)
BancorpSouth, Inc. Change in Control Agreement for Gregg Cowsert. (19)(27)
   
(r)
BancorpSouth, Inc. Change in Control Agreement for Michael Sappington. (19)(27)
   
(s)
BancorpSouth, Inc. Change in Control Agreement for Larry Bateman. (21)(27)
   
(t)
BancorpSouth, Inc. Change in Control Agreement for William L. Prater. (22)(27)
   
(u)
BancorpSouth, Inc. Change in Control Agreement for Gordon Lewis. (23)(27)
   
(v)
BancorpSouth, Inc. 1994 Stock Incentive Plan Restricted Stock Agreement with Aubrey B. Patterson. (24)(27)
   
(w)
BancorpSouth, Inc. Executive Performance Incentive Plan. (25)(27)
   
(x)
BancorpSouth, Inc. Deferred Directors’ Fee Unfunded Plan. (8)(27)
   
(y)
Premier Bancorp, Inc. 1998 Stock Option Plan. (26)(27)
   
(z)
Premier Bancorp, Inc. 1998 Outside Director Stock Option Plan. (26)(27)
   
(aa)
Form of Stock Option Agreement for converted Business Holding Corporation Options (Vesting). (26)(27)
   
(bb)
Form of Stock Option Agreement for converted Business Holding Corporation Options (Non-Vesting). (26)(27)

 
(11)
  
Statement re computation of per share earnings.*
 
(21)
  
Subsidiaries of the Registrant.*
 
(23)
  
Consent of Independent Accountants.*
 
(31.1)
  
Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
(31.2)
  
Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
(32.1)
  
Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
(32.2)
  
Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
(101)
  
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, is formatted in XBRL (Extensible Business Reporting Language) interactive data files: (i) the Consolidated Balance Sheets as of December 31, 2010 and 2009, (ii) the Consolidated Statements of Income for each of the years ended December 31, 2010, 2009 and 2008, (iii) the Consolidated Statements of Shareholders’ Equity and Comprehensive Income for each of the years ended December 31, 2010, 2009 and 2008, (iv) the Consolidated Statements of Cash Flows for each of the years ended December 31, 2010, 2009 and 2008, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.*(28)
__________________
(1)
Filed as exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2009 (file number 001-12991) and incorporated by reference thereto.
(2)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (file number 1-12991) and incorporated by reference thereto.
(3)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (file number 1-12991) and incorporated by reference thereto.
(4)
Filed as exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 26, 2007 (File number 1-12991) and incorporated by reference thereto.
(5)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (file number 0-10826) and incorporated by reference thereto.
(6)
Filed as exhibit 4.12 to the Company’s registration statement on Form S-3 filed on November 2, 2001 (Registration No. 33-72712) and incorporated by reference thereto.
(7)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 28, 2002 (file number 1-12991) and incorporated by reference thereto.

 
131
 
(8)
Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (file number 0-12991) and incorporated by reference thereto.
(9)
Filed as an appendix to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2011 (file number 1-12991) and incorporated by reference thereto.
(10)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 8, 2011 (file number 1-12991) and incorporated by reference thereto.
(11)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 7, 2007 (file number 1-12991) and incorporated by reference thereto.
(12)
Filed as an appendix to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 26, 2004 (file number 1-12991) and incorporated by reference thereto.
(13)
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2005 (file number 1-12991) and incorporated by reference thereto.
(14)
Filed as exhibit 99.1 to the Company’s Post-Effective Amendment No. 5 on Form S-3 to Form S-4 filed February 23, 1999 (Registration No. 333-280181) and incorporated by reference thereto.
(15)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (file number 1-12991) and incorporated by reference thereto.
(16)
Filed in the Company’s filing pursuant to Rule 424(b)(2) filed on January 5, 2004 (Registration No. 033-03009) and incorporated by reference thereto.
(17)
Filed as an exhibit to the Company’s registration statement on Form S-8 filed on April 19, 2006 (Registration No. 333-133390) and incorporated by reference thereto.
(18)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (file number 1-12991) and incorporated by reference thereto.
(19)
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 1999 (file number 001-12991) and incorporated by reference thereto.
(20)
Filed as an exhibit to the Company’s registration statement on Form S-4 filed June 14, 2000 (Registration No. 333-39326) and incorporated by reference thereto.
(21)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (file number 1-12991) and incorporated by reference thereto.
(22)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 25, 2009 (file number 1-12991) and incorporated by reference thereto.
(23)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (file number 1-12991) and incorporated by reference thereto.
(24)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 24, 2009 (file number 1-12991) and incorporated by reference thereto.
(25)
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2003 (file number 001-12991) and incorporated by reference thereto.
(26)
Filed as an exhibit to the Company’s registration statement on Form S-8 filed December 30, 2004 (Registration No. 333-121785) and incorporated by reference thereto.
(27)
Compensatory plans or arrangements.
(28)
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
*
Filed herewith.

 
132
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Ex­change Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                                                                
      BANCORPSOUTH, INC.  
       
DATE: February 27, 2012
By:
/s/ Aubrey B. Patterson  
    Aubrey B. Patterson  
    Chairman of the Board  
    and Cheif Executive Officer  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 

 
         
/s/ Aubrey B. Patterson
  
Chairman of the Board, Chief
  
February 27, 2012
Aubrey B. Patterson
   Executive Officer (Principal    
    Executive Officer) and Director    
         
         
/s/ William L. Prater
  
Treasurer and Chief Financial
  
February 27, 2012
William L. Prater
   Officer (Principal Financial    
    Officer)    
         
         
/s/ Gary C. Bonds
  
Senior Vice President and
 
February 27, 2012
Gary C. Bonds
   Principal Accounting Officer    

 
         
/s/ James E. Campbell III
  
Director
  
February 27, 2012
James E. Campbell III
        
         
         
         
/s/ Hassell H. Franklin
  
Director
  
February 27, 2012
Hassell H. Franklin
        
         
 
 
        
         
/s/ W. G. Holliman, Jr.
 
Director
  
February 27, 2012
W. G. Holliman, Jr.
        
 
 
 

/s/ Warren A. Hood, Jr.
  
Director
  
February 27, 2012
Warren A. Hood, Jr.
       
         
 
 
        
         
/s/ James V. Kelley
 
 President, Chief Operating  
February 27, 2012
James V. Kelley
   Officer and Director    
         
         
 
 
 
      
/s/ Larry G. Kirk
 
Director
  
February 27, 2012
Larry G. Kirk
        


 
133
 
/s/ Turner O. Lashlee
  
Director
  
February 27, 2012
Turner O. Lashlee
        
         
         
         
/s/ Guy W. Mitchell
  
Director
  
February 27, 2012
Guy W. Mitchell
        
         
         
         
/s/ Robert C. Nolan
  
Director
  
February 27, 2012
Robert C. Nolan
 
 
 
      

/s/ W. Cal Partee, Jr.
  
Director
  
February 27, 2012
W. Cal Partee, Jr.
       
         
         
         
/s/ Alan W. Perry
  
Director
  
February 27, 2012
Alan W. Perry
        








 
134
 


INDEX TO EXHIBITS

 
Exhibit No.
    Description
 
(3)
(a)
Restated Articles of Incorporation, as amended. (1)
   
(b)
Bylaws, as amended and restated. (2)
   
(C)
Amendment No. 1 to Amended and Restated Bylaws. (3)
   
(d)
Amendment No. 2 to Amended and Restated Bylaws (4)
   
(e)
Amendment No. 3 to Amended and Restated Bylaws (4)
 
(4)
(a)
Specimen Common Stock Certificate. (5)
   
(b)
Amended and Restated Certificate of Trust of BancorpSouth Capital Trust I. (6)
   
(c)
Second Amended and Restated Trust Agreement of BancorpSouth Capital Trust I, dated as of January 28, 2002, between BancorpSouth, Inc., The Bank of New York, The Bank of New York (Delaware) and the Administrative Trustees named therein. (7)
   
(d)
Junior Subordinated Indenture, dated as of January 28, 2002, between BancorpSouth, Inc. and The Bank of New York. (7)
   
(e)
Guarantee Agreement, dated as of January 28, 2002, between BancorpSouth, Inc. and The Bank of New York. (7)
   
(f)
Junior Subordinated Debt Security Specimen. (7)
   
(g)
Trust Preferred Security Certificate for BancorpSouth Capital Trust I. (7)
   
(h)
Certain instruments defining the rights of certain holders of long-term debt securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request
 
(10)
(a)
BancorpSouth, Inc. Supplemental Executive Retirement Plan, as amended and restated. (8)(27)
   
(b)
BancorpSouth, Inc. Long-Term Equity Incentive Plan. (9)(27)
   
(c)
Amendment to BancorpSouth, Inc. Long-Term Equity Incentive Plan. (10) (27)
   
(d)
Form of Performance Share Award Agreement. (11)(27)
   
(e)
BancorpSouth, Inc. Director Stock Plan, as amended and restated. (12)(27)
   
(f)
1995 Non-Qualified Stock Option Plan for Non-Employee Directors. (13)(27)
   
(g)
BancorpSouth, Inc. 1998 Stock Option Plan (14)(27)
   
(h)
BancorpSouth, Inc. Restoration Plan, as amended and restated. (8)(27)
   
(i)
BancorpSouth, Inc. Deferred Compensation Plan, as amended and restated. (8)(27)
   
(j)
BancorpSouth, Inc. Home Office Incentive Plan. (15)(27)
   
(k)
Description of Dividend Reinvestment Plan. (16)(27)
   
(l)
BancorpSouth, Inc., Amended and Restated Salary Deferral-Profit Sharing Employee Stock Ownership Plan. (17)(27)
   
(m)
Form of BancorpSouth, Inc. Change in Control Agreement. (18)(27)
   
(n)
Form of Amendment to BancorpSouth, Inc. Change in Control Agreement. (8)(27)
   
(o)
BancorpSouth, Inc. Change in Control Agreement for Aubrey B. Patterson. (19)(27)
   
(p)
BancorpSouth, Inc. Change in Control Agreement for James V. Kelley. (20)(27)
   
(q)
BancorpSouth, Inc. Change in Control Agreement for Gregg Cowsert. (19)(27)
   
(r)
BancorpSouth, Inc. Change in Control Agreement for Michael Sappington. (19)(27)
   
(s)
BancorpSouth, Inc. Change in Control Agreement for Larry Bateman. (21)(27)
   
(t)
BancorpSouth, Inc. Change in Control Agreement for William L. Prater. (22)(27)
   
(u)
BancorpSouth, Inc. Change in Control Agreement for Gordon Lewis. (23)(27)
   
(v)
BancorpSouth, Inc. 1994 Stock Incentive Plan Restricted Stock Agreement with Aubrey B. Patterson. (24)(27)
   
(w)
BancorpSouth, Inc. Executive Performance Incentive Plan. (25)(27)
   
(x)
BancorpSouth, Inc. Deferred Directors’ Fee Unfunded Plan. (8)(27)
   
(y)
Premier Bancorp, Inc. 1998 Stock Option Plan. (26)(27)
   
(z)
Premier Bancorp, Inc. 1998 Outside Director Stock Option Plan. (26)(27)
   
(aa)
Form of Stock Option Agreement for converted Business Holding Corporation Options (Vesting). (26)(27)

 
 
 

 
(bb)
Form of Stock Option Agreement for converted Business Holding Corporation Options (Non-Vesting). (26)(27)

 
(11)
  
Statement re computation of per share earnings.*
 
(21)
  
Subsidiaries of the Registrant.*
 
(23)
  
Consent of Independent Accountants.*
 
(31.1)
  
Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
(31.2)
  
Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
(32.1)
  
Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
(32.2)
  
Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
(101)
  
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, is formatted in XBRL (Extensible Business Reporting Language) interactive data files: (i) the Consolidated Balance Sheets as of December 31, 2010 and 2009, (ii) the Consolidated Statements of Income for each of the years ended December 31, 2010, 2009 and 2008, (iii) the Consolidated Statements of Shareholders’ Equity and Comprehensive Income for each of the years ended December 31, 2010, 2009 and 2008, (iv) the Consolidated Statements of Cash Flows for each of the years ended December 31, 2010, 2009 and 2008, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.*(28)
_______________
(1)
Filed as exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2009 (file number 001-12991) and incorporated by reference thereto.
(2)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (file number 1-12991) and incorporated by reference thereto.
(3)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (file number 1-12991) and incorporated by reference thereto.
(4)
Filed as exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 26, 2007 (File number 1-12991) and incorporated by reference thereto.
(5)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (file number 0-10826) and incorporated by reference thereto.
(6)
Filed as exhibit 4.12 to the Company’s registration statement on Form S-3 filed on November 2, 2001 (Registration No. 33-72712) and incorporated by reference thereto.
(7)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 28, 2002 (file number 1-12991) and incorporated by reference thereto.
(8)
Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (file number 0-12991) and incorporated by reference thereto.
(9)
Filed as an appendix to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2011 (file number 1-12991) and incorporated by reference thereto.
(10)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 8, 2011 (file number 1-12991) and incorporated by reference thereto.
(11)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 7, 2007 (file number 1-12991) and incorporated by reference thereto.
(12)
Filed as an appendix to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 26, 2004 (file number 1-12991) and incorporated by reference thereto.
(13)
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2005 (file number 1-12991) and incorporated by reference thereto.
(14)
Filed as exhibit 99.1 to the Company’s Post-Effective Amendment No. 5 on Form S-3 to Form S-4 filed February 23, 1999 (Registration No. 333-280181) and incorporated by reference thereto.
(15)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (file number 1-12991) and incorporated by reference thereto.
 
2
 
(16)
Filed in the Company’s filing pursuant to Rule 424(b)(2) filed on January 5, 2004 (Registration No. 033-03009) and incorporated by reference thereto.
(17)
Filed as an exhibit to the Company’s registration statement on Form S-8 filed on April 19, 2006 (Registration No. 333-133390) and incorporated by reference thereto.
(18)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (file number 1-12991) and incorporated by reference thereto.
(19)
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 1999 (file number 001-12991) and incorporated by reference thereto.
(20)
Filed as an exhibit to the Company’s registration statement on Form S-4 filed June 14, 2000 (Registration No. 333-39326) and incorporated by reference thereto.
(21)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (file number 1-12991) and incorporated by reference thereto.
(22)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 25, 2009 (file number 1-12991) and incorporated by reference thereto.
(23)
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (file number 1-12991) and incorporated by reference thereto.
(24)
Filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 24, 2009 (file number 1-12991) and incorporated by reference thereto.
(25)
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2003 (file number 001-12991) and incorporated by reference thereto.
(26)
Filed as an exhibit to the Company’s registration statement on Form S-8 filed December 30, 2004 (Registration No. 333-121785) and incorporated by reference thereto.
(27)
Compensatory plans or arrangements.
(28)
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
*
Filed herewith.

 
3