<PAGE>
UNITED STATES
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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: 0-3683
TRUSTMARK CORPORATION
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Mississippi 64-0471500
Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201
(601) 354-5111
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 the number of shares outstanding of each of the registrant's classes of
common stock, as of October 31, 2000.
Title Outstanding
Common stock, no par value 64,833,022
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Trustmark Corporation and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
2000 1999
------------ -----------
Assets
<S> <C> <C>
Cash and due from banks (noninterest-bearing) $ 298,321 $ 279,957
Federal funds sold and securities purchased
under reverse repurchase agreements 16,320 29,599
Securities available for sale (at fair value) 1,095,559 783,220
Securities held to maturity (fair value: $1,010,138 - 2000;
$1,374,631 - 1999) 1,018,363 1,390,981
Loans 4,110,718 4,014,935
Less allowance for loan losses 65,850 65,850
----------- -----------
Net loans 4,044,868 3,949,085
Premises and equipment 80,780 80,575
Intangible assets 65,554 65,063
Other assets 185,791 164,924
----------- -----------
Total Assets $ 6,805,556 $ 6,743,404
=========== ===========
Liabilities
Deposits:
Noninterest-bearing $ 898,268 $ 860,650
Interest-bearing 3,062,934 3,064,146
----------- -----------
Total deposits 3,961,202 3,924,796
Federal funds purchased 376,753 287,163
Securities sold under repurchase agreements 797,549 1,090,257
Short-term borrowings 988,892 733,024
Other liabilities 68,933 52,408
----------- -----------
Total Liabilities 6,193,329 6,087,648
Commitments and Contingencies
Shareholders' Equity
Common stock, no par value:
Authorized: 250,000,000 shares
Issued and outstanding: 65,200,813 shares - 2000;
70,423,993 shares - 1999 13,584 14,672
Surplus 102,162 193,721
Retained earnings 496,951 444,999
Accumulated other comprehensive (loss) income, net of tax (470) 2,364
----------- -----------
Total Shareholders' Equity 612,227 655,756
----------- -----------
Total Liabilities and Shareholders' Equity $ 6,805,556 $ 6,743,404
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Trustmark Corporation and Subsidiaries
Consolidated Statements of Income
($ in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
---------------------- ---------------------
2000 1999 2000 1999
--------- --------- --------- ---------
Interest Income
<S> <C> <C> <C> <C>
Interest and fees on loans $ 87,759 $ 79,083 $ 255,944 $ 231,882
Interest on securities:
Taxable interest income 34,043 30,668 100,523 88,517
Interest income exempt from federal income taxes 1,950 1,584 5,649 4,820
Interest on federal funds sold and securities purchased
under reverse repurchase agreements 661 1,175 1,586 6,893
--------- --------- --------- ---------
Total Interest Income 124,413 112,510 363,702 332,112
Interest Expense
Interest on deposits 33,666 25,742 92,005 79,985
Interest on federal funds purchased and securities
sold under repurchase agreements 15,816 18,684 52,103 51,326
Other interest expense 17,614 7,202 42,616 17,774
--------- --------- --------- ---------
Total Interest Expense 67,096 51,628 186,724 149,085
--------- --------- --------- ---------
Net Interest Income 57,317 60,882 176,978 183,027
Provision for loan losses 2,195 1,593 7,511 6,062
--------- --------- --------- ---------
Net Interest Income After Provision for Loan Losses 55,122 59,289 169,467 176,965
Noninterest Income
Service charges on deposit accounts 10,802 9,650 31,157 28,200
Other account charges, fees and commissions 9,385 8,806 27,771 23,974
Mortgage servicing fees 3,702 3,613 11,040 10,660
Trust service income 3,961 3,598 11,254 10,703
Securities gains (losses) 793 (1,398) 9,355 (1,398)
Other income 670 1,466 4,807 3,880
--------- --------- --------- ---------
Total Noninterest Income 29,313 25,735 95,384 76,019
Noninterest Expense
Salaries and employee benefits 24,930 24,813 75,363 74,096
Net occupancy - premises 2,635 2,708 7,793 7,717
Equipment expense 3,805 3,914 11,421 10,893
Services and fees 6,271 6,639 19,579 19,374
Amortization of intangible assets 2,037 2,630 6,536 7,880
Other expense 6,591 6,939 21,945 20,156
--------- --------- --------- ---------
Total Noninterest Expense 46,269 47,643 142,637 140,116
--------- --------- --------- ---------
Income Before Income Taxes and Cumulative Effect of a
Change in Accounting Principle 38,166 37,381 122,214 112,868
Income taxes 13,011 12,439 41,913 38,877
--------- --------- --------- ---------
Income Before Cumulative Effect of a Change in Accounting Principle 25,155 24,942 80,301 73,991
Cumulative effect of a change in accounting principle, net of tax (2,464)
--------- --------- --------- ---------
Net Income $ 25,155 $ 24,942 $ 77,837 $ 73,991
========= ========= ========= =========
Earnings Per Share
Basic and diluted earnings per share before cumulative effect
of a change in accounting principle $ 0.37 $ 0.35 $ 1.16 $ 1.03
Cumulative effect of a change in accounting principle, net of tax (0.03)
--------- --------- --------- ---------
Earnings per share - basic and diluted $ 0.37 $ 0.35 $ 1.13 $ 1.03
========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Trustmark Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands)
(Unaudited)
2000 1999
--------- ---------
Balance, January 1, $ 655,756 $ 651,876
Comprehensive income:
Net income per consolidated statements of income 77,837 73,991
Net change in unrealized losses on
securities available for sale, net of tax (2,559) (11,597)
Net change in accumulated net losses on cash
flow hedges, net of tax (275)
--------- ---------
Comprehensive income 75,003 62,394
Repurchase and retirement of common stock (92,647) (44,457)
Cash dividends paid (25,885) (22,703)
Common stock issued in business combination 18,919
Common stock issued - long-term incentive plan (161)
--------- ---------
Balance, September 30, $ 612,227 $ 665,868
========= =========
See notes to consolidated financial statements.
<PAGE>
Trustmark Corporation and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------
2000 1999
--------- ---------
Operating Activities
<S> <C> <C>
Net income $ 77,837 $ 73,991
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 7,511 6,062
Depreciation and amortization 15,812 15,820
Net (accretion) amortization of securities (1,588) 681
Securities (gains) losses (9,355) 1,398
Cumulative effect of a change in accounting principle 3,820
Net increase in intangible assets (7,054) (9,422)
Net decrease (increase) in deferred income taxes 2,141 (36)
Net increase in other assets (25,410) (8,715)
Net increase in other liabilities 16,080 784
Other operating activities, net (2,088) (1,908)
--------- ---------
Net cash provided by operating activities 77,706 78,655
Investing Activities
Proceeds from calls and maturities of securities available for sale 116,123 73,272
Proceeds from calls and maturities of securities held to maturity 157,897 314,069
Proceeds from sales of securities available for sale 144,726 49,014
Proceeds from sales of trading securities 130,575 1,048
Purchases of securities available for sale (322,750) (107,678)
Purchases of securities held to maturity (163,968) (483,448)
Net decrease in federal funds sold and securities
purchased under reverse repurchase agreements 13,279 83,838
Net increase in loans (100,733) (229,321)
Purchases of premises and equipment (8,444) (15,687)
Proceeds from sales of premises and equipment 146 31
Proceeds from sales of other real estate 3,183 1,701
Cash received in business combination 6,358
--------- ---------
Net cash used by investing activities (29,966) (306,803)
Financing Activities
Net increase (decrease) in deposits 36,406 (198,185)
Net (decrease) increase in federal funds purchased and securities sold
under repurchase agreements (203,118) 218,664
Net increase in short-term borrowings 255,868 260,818
Cash dividends (25,885) (44,618)
Common stock transactions, net (92,647) (22,703)
--------- ---------
Net cash (used) provided by financing activities (29,376) 213,976
--------- ---------
Increase (decrease) in cash and cash equivalents 18,364 (14,172)
Cash and cash equivalents at beginning of period 279,957 312,527
--------- ---------
Cash and cash equivalents at end of period $ 298,321 $ 298,355
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
TRUSTMARK CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF
CONSOLIDATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in conformity with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Management, all adjustments (consisting of normal recurring
accruals) considered necessary for the fair presentation of these consolidated
financial statements have been included. The notes included herein should be
read in conjunction with the notes to the consolidated financial statements
included in Trustmark Corporation's (Trustmark) 1999 annual report on Form 10-K.
The consolidated financial statements include the accounts of Trustmark,
its wholly-owned subsidiary, Trustmark National Bank (the Bank) and the Bank's
wholly-owned subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation. Certain reclassifications have been made to prior
period amounts to conform to the current year presentation.
NOTE 2 - BUSINESS COMBINATIONS
On April 9, 1999, Trustmark completed its acquisition of the Dan
Bottrell Agency, Inc. (Bottrell), an independent insurance agency located in
Jackson, Mississippi, with approximately $9 million in total assets. This
transaction was accounted for as a purchase business combination. The results of
operations, which are not material, have been included in the financial
statements from the merger date.
NOTE 3 - LOANS
The following table summarizes the activity in the allowance for loan
losses for the nine month periods ended September 30, ($ in thousands):
2000 1999
-------- --------
Balance at beginning of year $ 65,850 $ 66,150
Provision charged to expense 7,511 6,062
Loans charged off (12,658) (10,523)
Recoveries 5,147 4,161
-------- --------
Balance at end of period $ 65,850 $ 65,850
======== ========
At September 30, 2000 and 1999, the carrying amounts of nonaccrual
loans were $14.6 million and $16.2 million, respectively. Included in these
nonaccrual loans at September 30, 2000 and 1999, are loans that are considered
to be impaired and totaled $11.2 million and $12.6 million, respectively. As a
result of direct write-downs, the specific allowance related to these impaired
loans was not material. The average carrying amounts of impaired loans during
the third quarter of 2000 and 1999 were $11.3 million and $11.0 million,
respectively. No material amounts of interest income were recognized on impaired
loans or nonaccrual loans for the third quarter of 2000 or 1999.
<PAGE>
NOTE 4 - CONTINGENCIES
Trustmark and its subsidiaries are parties to lawsuits and other claims
that arise in the ordinary course of business; some of the lawsuits assert
claims related to the lending, collection, servicing, investment, trust and
other business activities; and some of the lawsuits allege substantial claims
for damages. The cases are being vigorously contested. In the regular course of
business, Management evaluates estimated losses or costs related to litigation,
and provision is made for anticipated losses whenever Management believes that
such losses are probable and can be reasonably estimated. At the present time,
Management believes, based on the advice of legal counsel, that the final
resolution of pending legal proceedings will not have a material impact on
Trustmark's consolidated financial position or results of operations.
NOTE 5 - EARNINGS PER SHARE
Basic earnings per share (EPS) is computed by dividing net income by
the weighted average shares of common stock outstanding. Diluted EPS is computed
by dividing net income by the weighted average shares of common stock
outstanding, adjusted for the effect of stock options outstanding during the
period. The following table reflects weighted average shares used to calculate
Basic and Diluted EPS for the periods presented:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
Weighted Average Shares Outstanding
<S> <C> <C> <C> <C>
Basic 67,984,126 71,852,672 68,892,433 72,172,543
Diluted 68,036,360 71,905,462 68,935,738 72,217,268
</TABLE>
NOTE 6 - STATEMENTS OF CASH FLOWS
Trustmark paid income taxes of $28.8 million and $41.0 million during
the nine months ended September 30, 2000 and 1999, respectively. Interest paid
on deposit liabilities and other borrowings totaled $182.0 million in the first
nine months of 2000 and $152.1 million in the same period in 1999. For the nine
months ended September 30, 2000 and 1999, noncash transfers into foreclosed
properties were $3.7 million and $1.7 million, respectively.
NOTE 7 - RECENT PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. During 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities-Deferral of the
Effective Date of FASB Statement No. 133-an amendment of FASB Statement No.
133," which concluded that it was appropriate to defer the effective date of
SFAS No. 133 to fiscal years beginning after June 15, 2000.
<PAGE>
Trustmark uses derivatives designated as cash flow hedges to hedge
interest rate exposures by mitigating the interest rate risk of mortgage loans
held for sale and mortgage loans in process. Trustmark regularly enters into
derivative financial instruments in the form of forward contracts, as part of
its normal asset/liability management strategies. Trustmark's obligations under
forward contracts consist of commitments to deliver mortgage loans, originated
and/or purchased, in the secondary market at a future date into mortgage-backed
securities. Realized gains and losses on forward contracts and the sale of
mortgage loans in the secondary market are recorded upon the settlement of the
related forward contract and included in other income.
On January 1, 2000, Trustmark adopted SFAS No. 133. As allowed by SFAS
No. 133, at the date of initial application of this statement, Trustmark
transferred held to maturity securities with an amortized cost of $237.5 million
and a market value of $237.8 million into the available for sale category. In
addition, Trustmark transferred held to maturity securities with an amortized
cost of $135.1 million and a market value of $131.2 million into the trading
category. The effect of adopting SFAS No. 133 is shown as a cumulative effect of
a change in accounting principle and reduced net income by $2.5 million (net of
taxes) during the first quarter of 2000. In order to offset the effect of
adopting SFAS No. 133, Trustmark sold available for sale equity securities which
resulted in realized gains in the first quarter of $4.6 million or an after tax
gain of $2.9 million. These separate transactions allowed Trustmark to
reposition the investment portfolio as well as provide additional liquidity for
investment opportunities in a potentially higher yielding market environment
while having an insignificant impact on consolidated net income for the first
nine months of 2000.
NOTE 8 - SEGMENT INFORMATION
Trustmark has three reportable segments: Retail Banking, Commercial
Banking and Financial Services. Retail Banking delivers a full range of
financial products and services to individuals and small businesses through
Trustmark's extensive branch network. Commercial Banking provides various
financial products and services to corporate and middle market clients. Included
among these products and services are specialized services for commercial and
residential real estate development lending, indirect auto financing and other
specialized lending services. Financial Services includes trust and fiduciary
services, discount brokerage services, insurance services, as well as credit
card and mortgage services. Also included in this segment is a selection of
investment management services including Trustmark's proprietary mutual fund
family. Treasury & Other consists of asset/liability management activities that
include the investment portfolio and the related gains (losses) on sales of
securities. Treasury & Other also includes operational unit expenses along with
other related corporate overhead.
The following tables disclose financial information by segment for the
periods ended September 30, 2000 and 1999.
<PAGE>
Trustmark Corporation and Subsidiaries
Segment Information
($'s in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Retail Commercial Financial Treasury
Banking Banking Services & Other Total
----------- ----------- ----------- ----------- -----------
For the three months ended Sept. 30, 2000
--------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net interest income from external customers $ 6,382 $ 32,613 $ 12,061 $ 6,261 $ 57,317
Internal funding 24,291 (23,649) (5,462) 4,820 0
----------- ----------- ----------- ----------- -----------
Net interest income 30,673 8,964 6,599 11,081 57,317
Provision for loan losses 1,411 400 384 2,195
----------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses 29,262 8,564 6,215 11,081 55,122
Noninterest income 12,814 115 14,252 2,132 29,313
Noninterest expenses 27,244 4,054 12,173 2,798 46,269
----------- ----------- ----------- ----------- -----------
Income before income taxes 14,832 4,625 8,294 10,415 38,166
Income taxes 5,117 1,597 2,901 3,396 13,011
----------- ----------- ----------- ----------- -----------
Segment net income $ 9,715 $ 3,028 $ 5,393 $ 7,019 $ 25,155
=========== =========== =========== =========== ===========
Selected Financial Information
Average assets $ 2,130,195 $ 1,509,800 $ 858,679 $ 2,297,017 $ 6,795,691
Depreciation and amortization $ 1,041 $ 49 $ 1,469 $ 2,533 $ 5,092
For the three months ended Sept. 30, 1999
--------------------------------------------------
Net interest income from external customers $ 9,606 $ 27,105 $ 4,216 $ 19,955 $ 60,882
Internal funding 22,506 (18,194) 3,270 (7,582) 0
----------- ----------- ----------- ----------- -----------
Net interest income 32,112 8,911 7,486 12,373 60,882
Provision for loan losses 1,379 242 438 (466) 1,593
----------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses 30,733 8,669 7,048 12,839 59,289
Noninterest income 11,449 122 13,580 584 25,735
Noninterest expenses 28,555 3,705 11,633 3,750 47,643
----------- ----------- ----------- ----------- -----------
Income before income taxes 13,627 5,086 8,995 9,673 37,381
Income taxes 4,700 1,754 3,004 2,981 12,439
----------- ----------- ----------- ----------- -----------
Segment net income $ 8,927 $ 3,332 $ 5,991 $ 6,692 $ 24,942
=========== =========== =========== =========== ===========
Selected Financial Information
Average assets $ 2,234,315 $ 1,230,544 $ 828,882 $ 2,280,649 $ 6,574,390
Depreciation and amortization $ 898 $ 59 $ 1,744 $ 2,756 $ 5,457
<PAGE>
Trustmark Corporation and Subsidiaries
Segment Information
($'s in thousands)
(Unaudited)
Retail Commercial Financial Treasury
Banking Banking Services & Other Total
----------- ----------- ----------- ----------- -----------
For the nine months ended Sept. 30, 2000
--------------------------------------------------
Net interest income from external customers $ 22,814 $ 94,819 $ 35,152 $ 24,193 $ 176,978
Internal funding 70,238 (67,641) (14,708) 12,111 0
----------- ----------- ----------- ----------- -----------
Net interest income 93,052 27,178 20,444 36,304 176,978
Provision for loan losses 4,934 1,163 1,414 7,511
----------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses 88,118 26,015 19,030 36,304 169,467
Noninterest income 37,296 431 43,922 13,735 95,384
Noninterest expenses 83,577 11,699 36,017 11,344 142,637
----------- ----------- ----------- ----------- -----------
Income before income taxes and cumulative
effect of change in accounting principle 41,837 14,747 26,935 38,695 122,214
Income taxes 14,440 5,092 9,428 12,953 41,913
----------- ----------- ----------- ----------- -----------
Income before cumulative effect
of change in accounting principle 27,397 9,655 17,507 25,742 80,301
Cumulative effect of change
in accounting principle (2,464) (2,464)
----------- ----------- ----------- ----------- -----------
Segment net income $ 27,397 $ 9,655 $ 17,507 $ 23,278 $ 77,837
=========== =========== =========== =========== ===========
Selected Financial Information
Average assets $ 2,139,857 $ 1,494,382 $ 862,609 $ 2,275,233 $ 6,772,081
Depreciation and amortization $ 3,141 $ 155 $ 4,273 $ 8,243 $ 15,812
For the nine months ended Sept. 30, 1999
--------------------------------------------------
Net interest income from external customers $ 24,197 $ 78,350 $ 12,335 $ 68,145 $ 183,027
Internal funding 71,662 (51,358) 10,793 (31,097) 0
----------- ----------- ----------- ----------- -----------
Net interest income 95,859 26,992 23,128 37,048 183,027
Provision for loan losses 3,840 934 1,288 6,062
----------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses 92,019 26,058 21,840 37,048 176,965
Noninterest income 33,832 429 39,048 2,710 76,019
Noninterest expenses 84,513 10,857 34,359 10,387 140,116
----------- ----------- ----------- ----------- -----------
Income before income taxes 41,338 15,630 26,529 29,371 112,868
Income taxes 14,267 5,392 9,332 9,886 38,877
----------- ----------- ----------- ----------- -----------
Segment net income $ 27,071 $ 10,238 $ 17,197 $ 19,485 $ 73,991
=========== =========== =========== =========== ===========
Selected Financial Information
Average assets $ 2,102,347 $ 1,296,444 $ 812,886 $ 2,319,861 $ 6,531,538
Depreciation and amortization $ 2,776 $ 178 $ 5,237 $ 7,629 $ 15,820
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following provides a narrative discussion and analysis of
significant changes in Trustmark Corporation's (Trustmark) results of operations
and financial condition. This discussion should be read in conjunction with the
consolidated financial statements and the supplemental financial data included
elsewhere in this report.
The Private Securities Litigation Reform Act evidences Congress'
determination that the disclosure of forward-looking information is desirable
for investors and encourages such disclosure by providing a safe harbor for
forward-looking statements by Management. Management's Discussion and Analysis
of Financial Condition and Results of Operations contains forward-looking
statements with respect to the adequacy of the allowance for loan losses; the
effect of legal proceedings on Trustmark's financial condition, results of
operations and liquidity; and market risk disclosures. Although Management of
Trustmark believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Such forward-looking statements are subject to certain
risks, uncertainties and assumptions. Should one or more of these risks
materialize, or should any such underlying assumptions prove to be significantly
different, actual results may vary significantly from those anticipated,
estimated, projected or expected.
FINANCIAL SUMMARY
For the third quarter of 2000, Trustmark's net income totaled $25.2
million, compared with $24.9 million for the third quarter of 1999. Basic and
diluted earnings per share were $0.37 for the third quarter of 2000, compared
with $0.35 for the third quarter of 1999, an increase of 5.7%. For the three
months ended September 30, 2000, Trustmark recorded a return on average assets
of 1.47%, a return on average equity of 15.09% and a core efficiency ratio of
52.60%. For the third quarter of 1999, Trustmark recorded a return on average
assets of 1.51%, a return on average equity of 14.90% and a core efficiency
ratio of 53.04%
For the nine months ended September 30, 2000, Trustmark's net income
totaled $77.8 million compared with $74.0 million for the comparable period in
1999. Basic and diluted earnings per share were $1.13 for the first nine months
of 2000, compared to $1.03 for the first nine months of 1999, an increase of
9.7%. Trustmark's performance for the nine months ended September 30, 2000,
resulted in a return on average assets of 1.54%, a return on average equity of
15.76% and a core efficiency ratio of 52.71%. For the nine months ended
September 30, 1999, Trustmark recorded a return on average assets of 1.51%, a
return on average equity of 15.11% and a core efficiency ratio of 52.69%.
At September 30, 2000, Trustmark reported total loans of $4.111
billion, total assets of $6.806 billion, total deposits of $3.961 billion and
shareholders' equity of $612 million.
BUSINESS COMBINATIONS
Trustmark seeks to increase shareholder value and diversify products
and services through selective acquisitions of other financial services
companies, including banks, insurance agencies and asset management companies.
On April 9, 1999, Trustmark completed its acquisition of the Dan
Bottrell Agency, Inc. (Bottrell), an independent insurance agency located in
Jackson, Mississippi, with approximately $9 million in total assets. This
transaction was accounted for as a purchase business combination. The results of
operations, which are not material, have been included in the financial
statements from the merger date.
<PAGE>
ASSET/LIABILITY MANAGEMENT
Overview
Market risk is the risk of loss arising from adverse changes in market
prices and rates. Trustmark has risk management policies to monitor and limit
exposure to market risk. Trustmark's market risk is comprised primarily of
interest rate risk created by core banking activities. Management continually
develops and applies cost-effective strategies to manage these risks. The
Asset/Liability Committee sets the day-to-day operating guidelines, approves
strategies affecting net interest income and coordinates activities within
policy limits established by the Board of Directors. A key objective of the
asset/liability management program is to quantify, monitor and manage interest
rate risk and to assist Management in maintaining stability in the net interest
margin under varying interest rate environments.
Market/Interest Rate Risk Management
The primary purpose in managing interest rate risk is to effectively
invest capital and preserve the value created by the core business units.
Trustmark utilizes an investment portfolio as well as off-balance sheet
instruments to manage the interest rate risk naturally created through its
business activities. The primary tool utilized by the Asset/Liability Committee
is a modeling system that provides information used to evaluate exposure to
interest rate risk, project earnings and manage balance sheet growth. This
modeling system utilizes the following scenarios in order to give Management a
method of evaluating Trustmark's interest rate, basis and prepayment risk under
different conditions:
o Rate shocked scenarios of up-and-down 100, 200 and 300 basis points.
o Yield curve twist of +/- 2 standard deviations of the change in spread of
the three-month treasury bill and the 10-year treasury note yields.
o Basis risk scenarios where federal funds/LIBOR spread widens and tightens to
the high and low spread determined by using 2 standard deviations.
o Prepayment risk scenarios where projected prepayment speeds in up-and-down
200 basis point rate scenarios are compared to current projected prepayment
speeds.
Static gap analysis is a relatively straightforward tool for interest
rate risk measurement used mainly in highlighting significant short-term
repricing volume mismatches. Utilized in the table below are Management's
assumptions relating to prepayments of certain loans and securities as well as
the maturity for rate sensitive assets and liabilities. The following table
presents Trustmark's rate sensitivity static gap analysis at September 30, 2000
($ in thousands):
Interest Sensitive Within
--------------------------
90 days One Year
----------- -----------
Total rate sensitive assets $ 1,671,485 $ 2,722,979
Total rate sensitive liabilities 2,958,225 4,118,764
----------- -----------
Net gap ($1,286,740) ($1,395,785)
=========== ===========
<PAGE>
The analysis indicates a negative gap position over the next three and
twelve-month periods which indicates that Trustmark would benefit somewhat from
a decrease in market interest rates. Although short-term rates have increased,
Management believes there is adequate flexibility to alter the overall rate
sensitivity structure as necessary to minimize exposure to these changes.
During the third quarter of 2000, Trustmark began a hedge strategy,
which will be implemented over time. The intent of utilizing these off-balance
sheet instruments is to reduce the risk associated with the effects of excess
interest rate cycles. Trustmark will primarily use hedge instruments, which are
structured to limit the potential for market loss. During the quarter ended
September 30, 2000, Trustmark purchased, a 5-year term floor contract in a
notional amount of $100 million. During October 2000, Trustmark purchased a
5-year cap contract in a notional amount of $100 million. Trustmark will
continue hedging strategies as market conditions allow.
Liquidity
Trustmark's goal is to maintain an adequate liquidity position to
compensate for balance sheet fluctuations and to provide funds for growth. The
Asset/Liability Committee establishes guidelines by which the current liquidity
position is monitored to ensure adequate funding capacity. This is accomplished
through the active management of both the asset and liability sides of the
balance sheet and by maintaining accessibility to local, regional and national
funding sources. The ability to maintain consistent earnings and adequate
capital also enhances Trustmark's liquidity.
EARNING ASSETS
Earning assets are composed of loans, securities, federal funds sold,
securities purchased under resale agreements and trading account assets, which
are the primary revenue streams for Trustmark. At September 30, 2000, earning
assets were $6.241 billion, or 91.70% of total assets, compared with $6.219
billion, or 92.22% of total assets at December 31, 1999.
Loans
Loans are Trustmark's largest group of earning assets and represented
65.9% of earning assets at September 30, 2000, compared with 64.6% at December
31, 1999. At September 30, 2000, loans totaled $4.111 billion compared to $4.015
billion at year-end 1999, an increase of $95.8 million, or 2.4%. During the
second quarter of 2000, Trustmark sold $77 million in student loans. This sale
was undertaken in order to take advantage of favorable market conditions for the
sale of loans with below market interest rates and to provide liquidity to
reposition the portfolio in a higher interest rate environment. Excluding the
sale of student loans, loan growth would be $172.8 million, or 4.3%, when
comparing September 30, 2000 with year-end 1999. Additional growth during the
first three quarters was due to the introduction of Trustmark's Business
Advantage, a tailored package of financial and discounted business services,
with a target market of firms with annual sales up to $3 million. Other loan
growth continues to be well diversified.
Trustmark's lending policies have consistently produced strong quality
assets. One measure of asset quality in the financial services industry is the
level of nonperforming assets. Trustmark's nonperforming assets at September 30,
2000 and December 31, 1999 are shown in the following table ($ in thousands):
<PAGE>
Sept. 30, Dec. 31,
2000 1999
------- -------
Nonaccrual and restructured loans $14,649 $16,671
Other real estate (ORE) 2,619 1,987
------- -------
Total nonperforming assets $17,268 $18,658
======= =======
Accruing loans past due 90 days or more $ 2,619 $ 2,043
======= =======
Nonperforming assets/total loans and ORE 0.42% 0.46%
======= =======
As indicated in the preceding table, the volume of nonperforming assets
at September 30, 2000 reflects a slight decrease from December 31, 1999, and
continues to compare favorably to those of peer banks. Management is not aware
of any additional credits, other than those identified above, where serious
doubts as to the repayment of principal and interest exist.
The allowance for loan losses is maintained at a level that Management
and the Board of Directors believe is adequate to absorb probable losses within
the loan portfolio, plus losses associated with off-balance sheet credit
instruments such as letters of credit and unfunded lines of credit. A formal
analysis is prepared quarterly to assess the risk in the loan portfolio and to
determine the adequacy of the allowance for loan losses. Specifically, the
analysis considers identified impairment, as well as historical loss experience
in relation to volume and types of loans, volume and trends in delinquencies and
nonaccruals, national and local economic conditions and other pertinent
information. This analysis is presented to the Credit Policy Committee with
subsequent review and approval by the Board of Directors. The allowance for loan
losses was $65.9 million at September 30, 2000 and December 31, 1999,
representing 1.60% and 1.64%, respectively, of total loans outstanding.
Net charge-offs were $7.5 million, or 0.25% of average loans, for the
nine months ended September 30, 2000, compared with $6.4 million, or 0.22% of
average loans, for the same period in 1999. Trustmark's level of net charge-offs
to average loans continues to compare favorably to those of peer banks.
Securities
The securities portfolio is utilized to provide a quality investment
alternative for available funds, a stable source of interest income and
collateral on pledges for public deposits and securities sold under agreements
to repurchase. At September 30, 2000, Trustmark's securities portfolio totaled
$2.114 billion, a decrease of $60.3 million or 2.8% from December 31, 1999. This
decrease can be directly attributed to the adoption of SFAS No. 133 and
subsequent transfer of $135 million in held to maturity securities to the
trading account. As a percentage of earning assets, the decrease in the
securities portfolio from 35.0% at December 31, 1999 to 33.9% at September 30,
2000 also reflects this transfer.
<PAGE>
As seen in Note 7 of Notes to Consolidated Financial Statements, on
January 1, 2000, Trustmark adopted SFAS No. 133. As allowed by SFAS No. 133, at
the date of initial application of this statement, Trustmark transferred held to
maturity securities with an amortized cost of $237.5 million and a market value
of $237.8 million into the available for sale category. In addition, Trustmark
transferred held to maturity securities with an amortized cost of $135.1 million
and a market value of $131.2 million into the trading category. The effect of
adopting SFAS No. 133 is shown as a cumulative effect of a change in accounting
principle and reduced net income by $2.5 million (net of taxes) during the first
quarter of 2000. In order to offset the effect of adopting SFAS No. 133,
Trustmark sold available for sale equity securities which resulted in realized
gains in the first quarter of $4.6 million or an after tax gain of $2.9 million.
These separate transactions allowed Trustmark to reposition the investment
portfolio as well as provide additional liquidity for investment opportunities
in a potentially higher yielding market environment while having an
insignificant impact on consolidated net income for the first nine months of
2000.
Management continues to stress asset quality as one of the strategic
goals of the securities portfolio, which is evidenced by the investment of over
84% of the portfolio in U. S. Treasury and U. S. Government agency obligations.
The REMIC and CMO issues held in the securities portfolio are entirely U. S.
Government agency issues. In order to avoid excessive yield volatility from
unexpected prepayments, Trustmark's normal practice is to purchase investment
securities at or near par value to reduce the risk of premium write-offs.
Held to maturity (HTM) securities are carried at amortized cost and
represent those securities that Trustmark both positively intends and has the
ability to hold to maturity. At September 30, 2000, HTM securities totaled
$1.018 billion and represented 48.2% of the total portfolio, compared to a total
of $1.391 billion representing 64.0% of the total portfolio at the end of 1999.
Available for sale (AFS) securities are reported at their estimated fair
value with unrealized gains or losses recognized, net of tax, in accumulated
other comprehensive income, a separate component of shareholders' equity. At
September 30, 2000, securities available for sale totaled $1.096 billion, which
represented 51.8% of the securities portfolio, an increase from 39.9% at
year-end 1999. The valuation adjustment to decrease fair value at September 30,
2000 was $316 thousand, compared to a valuation adjustment to increase fair
value at December 31, 1999 of $3.8 million. During the quarter ended September
30, 2000, Trustmark sold $138 million of AFS securities to reduce dependence on
wholesale funding. Trustmark will continue to maintain sufficient balances of
AFS securities to ensure flexibility in funding decisions.
Other Earning Assets
Federal funds sold and securities purchased under reverse repurchase
agreements were $16.3 million at September 30, 2000, a decrease of $13.3 million
when compared with year-end 1999. Trustmark utilizes these products as a
short-term investment alternative whenever it has excess liquidity.
DEPOSITS AND OTHER INTEREST-BEARING LIABILITIES
Trustmark's deposit base is its primary source of funding and consists
of core deposits from the communities it serves. Total deposits were $3.961
billion at September 30, 2000, compared to $3.925 billion at December 31, 1999.
Time deposits at December 31, 1999 contained a $100 million public CD that
<PAGE>
matured in January 2000. By excluding this time deposit from the year-end
balance, growth in deposits would be approximately $136 million for the first
nine months of 2000. As a component of total deposits, all categories remained
stable during the first nine months of 2000 with the exception of time deposits,
which increased as a result of promotions begun during the third quarter of
2000.
While the deposit base has remained relatively stable, Trustmark has
changed its mix of short-term borrowings as funding shifted from overnight term
fed funds to short-term borrowings due to yield curve opportunities. Short-term
borrowings consist of federal funds purchased, securities sold under repurchase
agreements, Federal Home Loan Bank (FHLB) borrowings and the treasury tax and
loan note option account. Short-term borrowings totaled $2.163 billion at
September 30, 2000, an increase of $53 million compared to $2.110 billion at
December 31, 1999. Trustmark continues to search for reasonably priced funding
alternatives by evaluating new deposit products and an additional brokered CD
program. Significant funding remains available through FHLB borrowings.
CONTINGENCIES
Trustmark and its subsidiaries are parties to lawsuits and other claims
that arise in the ordinary course of business; some of the lawsuits assert
claims related to the lending, collection, servicing, investment, trust and
other business activities; and some of the lawsuits allege substantial claims
for damages. The cases are being vigorously contested. In the regular course of
business, Management evaluates estimated losses or costs related to litigation,
and provision is made for anticipated losses whenever Management believes that
such losses are probable and can be reasonably estimated. At the present time,
Management believes, based on the advice of legal counsel, that the final
resolution of pending legal proceedings will not have a material impact on
Trustmark's consolidated financial position or results of operations.
SHAREHOLDERS' EQUITY
At September 30, 2000, Trustmark had shareholders' equity of $612.2
million, compared with $655.8 million at year-end 1999, a decrease of $43.5
million. The decline is directly related to the common stock repurchase program,
which is described below. The shareholders' equity to assets ratio was 9.00% at
September 30, 2000, compared with 9.72% at December 31, 1999. Trustmark's book
value was $9.39 at September 30, 2000, compared to $9.31 at December 31, 1999.
Regulatory Capital
Trustmark and Trustmark National Bank (the Bank) are subject to minimum
capital requirements, which are administered by various Federal regulatory
agencies. These capital requirements, as defined by Federal guidelines, involve
quantitative and qualitative measures of assets, liabilities and certain
off-balance sheet instruments. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the
financial statements of both Trustmark and the Bank.
Management believes, as of September 30, 2000, that Trustmark and the
Bank meet all capital adequacy requirements to which they are subject. At
September 30, 2000, the most recent notification from the Office of the
Comptroller of the Currency (OCC) categorized the Bank as well-capitalized. To
be categorized in this manner, the Bank must maintain minimum total risk-based,
Tier 1 risk-based and Tier 1 leverage ratios (defined in the applicable
regulations) as set forth in the table below. There are no significant
conditions or events that have occurred since the OCC's notification that
Management believes have affected the Bank's present classification.
<PAGE>
Actual and minimum regulatory capital amounts and ratios at September
30, 2000, for Trustmark and the Bank are as follows ($ in thousands):
<TABLE>
<CAPTION>
Actual Minimum Regulatory
Regulatory Capital Capital Required
------------------ ------------------
Amount Ratio Amount Ratio
-------- ------ -------- -----
Total Capital (to Risk Weighted Assets)
<S> <C> <C> <C> <C>
Trustmark Corporation $642,045 15.23% $337,267 8.00%
Trustmark National Bank $635,174 15.07% $337,137 8.00%
Tier 1 Capital (to Risk Weighted Assets)
Trustmark Corporation $588,763 13.97% $168,634 4.00%
Trustmark National Bank $582,334 13.82% $168,569 4.00%
Tier 1 Capital (to Average Assets)
Trustmark Corporation $588,763 8.69% $203,145 3.00%
Trustmark National Bank $582,334 8.60% $203,098 3.00%
</TABLE>
Common Stock Repurchase Program
In November 1998, Trustmark implemented a capital management plan, which
authorized the repurchase of up to 7.5%, or 5.46 million shares of common stock.
Trustmark concluded this plan during the quarter ended September 30, 2000
On July 11, 2000, Trustmark's Board of Directors authorized the
repurchase of up to an additional 5.0%, or approximately 3.4 million shares, of
common stock, with implementation to begin upon the conclusion of the original
program. The new program, which began during the third quarter of 2000,
continues to be subject to market conditions and management discretion.
On September 12, 2000, Trustmark's Board of Directors authorized the
repurchase of 3.35 million shares in a privately negotiated transaction in
addition to the other programs discussed in the preceding paragraphs. This
purchase was completed on September 14, 2000.
Since implementation of these plans, Trustmark has purchased
approximately 8.4 million shares of common stock, including 3.6 million in the
third quarter of 2000. These programs have allowed Trustmark to increase the
return on equity to shareholders, while maintaining sufficient capital levels
and related ratios to satisfy regulatory requirements.
Dividends
Cash dividends paid during the first nine months of 2000 totaled $25.9
million, an increase of $3.2 million or 14.0%, from $22.7 million paid during
the same period in 1999. The payout ratio of cash dividends paid to net income
was 33.19% in the first nine months of 2000 and 30.58% for the same period in
1999. Dividends per share were $0.375 per share for the first nine months of
2000, 19.0% higher than the $0.315 per share paid in the same period of 1999.
<PAGE>
RESULTS OF OPERATIONS
Net Interest Income
Net interest income (NII) is interest income generated by
interest-earning assets reduced by the interest expense of funding those assets
and is Trustmark's principal source of income. Consequently, changes in the mix
and volume of interest-earning assets and interest-bearing liabilities, and
their related yields and interest rates, can impact earnings. The net interest
margin (NIM) is computed by dividing fully taxable equivalent NII by average
interest-earning assets and measures how effectively Trustmark utilizes its
interest-earning assets in relationship to the interest cost of funding them.
The fully taxable equivalent (FTE) yield on tax-exempt income has been computed
based on a 35% federal marginal tax rate for the periods shown.
The following table illustrates the net interest margin as a percentage
of average interest-earning assets for the periods shown:
Nine Months
Ended Sept. 30,
---------------
2000 1999
----- -----
Yield on interest-earning assets-FTE 7.91% 7.53%
Rate on interest-bearing liabilities 3.99% 3.33%
----- -----
Net interest margin-FTE 3.92% 4.20%
===== =====
For the nine months ended September 30, 2000, NII decreased $6.0
million, or 3.3%, when compared with the same period in 1999. Average
interest-earning assets for the first nine months of 2000 were $6.251 billion,
compared to $5.995 billion for the first nine months of 1999, an increase of
$256 million or 4.3%. The average interest-earning asset growth is attributable
to a 7.2% increase in average loans and a 6.4% increase in average securities,
when comparing the first nine months of 2000 to the same period in 1999. This
combination resulted in growth in interest income of $31.6 million, or 9.5%,
when comparing the first nine months of 2000 to the same period in 1999. The
growth in interest income, however, was offset by an increase in funding costs
that resulted from a change in the mix of interest-bearing liabilities. While
average interest-bearing deposits increased 1.8% when comparing the first nine
months of 2000 with the same period in 1999, average short-term borrowings
increased 10.0%. This growth, combined with a rising short-term interest rate
environment, resulted in an increase in interest expense for the first nine
months of 2000 of $37.6 million, or 25.2%, when compared to the same time period
in 1999.
Provision for Loan Losses
The provision for loan losses reflects Management's assessment of the
adequacy of the allowance for loan losses to absorb inherent write-offs in the
loan portfolio. Factors considered in the assessment include identified
impairment, growth and composition of the loan portfolio, historical credit loss
experience, current and anticipated economic conditions and changes in
borrowers' financial positions. During the first nine months of 2000,
Trustmark's provision totaled $7.5 million, compared to $6.1 million for the
same period in 1999. This increase is primarily due to an $800 thousand direct
charge-off related to a specific credit, which occurred during the second
quarter of 2000. The provision to average loans was 0.25% for the first nine
months of 2000, compared to 0.21% for the same period in 1999. Trustmark's ratio
of the provision for loan losses to average loans continues to compare favorably
with those of peer banks.
<PAGE>
Noninterest Income
Trustmark stresses the importance of growth in noninterest income as one
of its key long-term strategies. This was accomplished during the first nine
months of 2000, as noninterest income, excluding securities gains/losses,
increased $8.6 million, or 11.1%, when compared with the first nine months of
1999. The Bottrell business combination completed during 1999 contributed $2.3
million to the increase in noninterest income for 2000. Excluding the Bottrell
business combination, noninterest income growth would be 8.1% for the nine
months ended September 30, 2000. Other growth in noninterest income can be
attributed to fees earned from deposit products and services.
Service charges for deposit products and services has been the single
largest component of noninterest income and totaled $31.2 million in the first
nine months of 2000, compared to $28.2 million for the same period in 1999. This
10.5% increase in service charges has been the result of Trustmark's expansion
of customer relationships, combined with new product offerings.
The second largest component of noninterest income has been other
account charges, fees and commissions, totaling $27.8 million in the first nine
months of 2000, compared to $24.0 million during the same period in 1999. This
15.8% increase is due to Trustmark's expansion of its insurance line of business
by acquiring Bottrell in 1999 and expanding the sales of annuity products. This
combination of new products and services contributed $2.5 million to the growth
of other account charges, fees and commissions during the first nine months of
2000.
Other income totaled $4.8 million for the first nine months of 2000,
compared to $3.9 million for the same period in 1999. Contributing to the change
in other income was $1.3 million in nontaxable benefits received on a key man
life insurance policy and a $2.1 million gain from the sale of student loans
which offset a market write-down of $669 thousand on trading account securities
and a reduction in gain on sale of mortgage loans of $1.5 million. The decrease
in gain on sale of loans can be attributed to a higher interest rate
environment, which impaired the sale of mortgage loans.
Securities gains totaled $9.4 million for the first nine months of 2000.
During the first six months of 2000, securities gains of $8.5 million were
realized from sales of AFS equity securities. These gains were used to offset
the effect of adopting SFAS No. 133 in addition to providing additional revenue.
During the third quarter of 2000, securities gains totaled $793 thousand from
the sale of U.S. Treasury securities with takeout yields below current funding
costs. Subsequently, these proceeds were used to reduce borrowings. During the
first nine months of 2000, there were no sales of securities held to maturity.
Noninterest Expense
Total noninterest expense increased $2.5 million, or 1.8%, in the first
nine months of 2000, when compared to the same period in 1999. Total noninterest
expense was $142.6 million in the first nine months of 2000, compared with
$140.1 million during the same period in 1999. The Bottrell business combination
completed during 1999 contributed $1.7 million to this increase in noninterest
expense for the first nine months of 2000.
The efficiency ratio, which is total noninterest expense as a percentage
of tax equivalent net interest income plus noninterest income, is a primary
measure of the effectiveness of noninterest expense control. During 2000,
Trustmark continues to exceed its corporate goal of an efficiency ratio of 55%
or less with an efficiency ratio of 52.71%. This compared with an efficiency
ratio of 52.69% for the first nine months of 1999.
<PAGE>
Salaries and employee benefits, which represent the largest category of
noninterest expense, were $75.4 million in the first nine months of 2000, an
increase of $1.3 million, or 1.7%, when compared to the first nine months of
1999. The Bottrell acquisition contributed $1.1 million to this increase in
salaries and employee benefits during 2000. At September 30, 2000, Trustmark had
2,245 full-time equivalent employees, compared to 2,311 at September 30, 1999.
Other expenses were $21.9 million in the first nine months of 2000, an
increase of $1.8 million, or 8.9%, when compared to the first nine months of
1999. Litigation settlements of $1.6 million, which were completed during the
second quarter of 2000, were a primary portion of the increase in other expenses
during 2000. These claims have reached final resolution and pose no future
threat to results of operations.
All other expense categories remained well controlled for the first nine
months of 2000, as evidenced by a decrease of $535 thousand, or 1.2%, when
compared to the same time period in 1999. Management will continue to closely
monitor the level of noninterest expense as part of its strategic plan to
improve the profitability of Trustmark.
Income Taxes
For the nine months ended September 30, 2000, Trustmark's combined
effective tax rate was 34.3%, compared with 34.4% for the first nine months of
1999. The small decrease in Trustmark's effective tax rate is due primarily to a
small change in various permanent differences as a percentage of pre-tax income.
RECENT PRONOUNCEMENTS - DERIVATIVES
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement provides a comprehensive and
consistent standard for the recognition and measurement of derivatives and
hedging activities. During 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB Statement No. 133-an amendment of FASB Statement No. 133," which deferred
the effective date of SFAS No. 133 to fiscal years beginning after June 15,
2000. Because Trustmark adopted SFAS No. 133 on January 1, 2000, the deferral of
the effective date had no effect on the Corporation.
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
There were no material developments for the quarter ended September 30,
2000, other than those disclosed in the Notes to Consolidated Financial
Statements and Management's Discussion and Analysis of this Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K
1. The following exhibits are included herein:
(27) Financial Data Schedule
2. On September 12, 2000, Trustmark filed a report on Form 8-K
announcing the repurchase of 3.35 million shares of Trustmark's
common stock from the Luckyday Foundation in a cash transaction
valued at $58.6 million.
There were no other reports on Form 8-K filed during the third
quarter of 2000.
<PAGE>
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.
TRUSTMARK CORPORATION
BY: /s/ Richard G. Hickson BY: /s/ Gerard R. Host
---------------------- ------------------
Richard G. Hickson Gerard R. Host
President & Chief Treasurer (Principal
Executive Officer Financial Officer)
DATE: November 9, 2000 DATE: November 9, 2000
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------------------
27 Financial Data Schedule
