ITEM 1. BUSINESS
GENERAL
Trustmark Corporation (Trustmark) is a multi-bank holding company headquartered in Jackson, Mississippi, incorporated under the Mississippi Business Corporation Act on August 5, 1968, and commenced doing business in November 1968. Through its subsidiaries, Trustmark operates as a financial services organization providing banking, investment and insurance solutions to corporate, institutional and individual customers predominantly within the states of Mississippi and Tennessee.
Trustmark National Bank (TNB), Trustmark's wholly owned subsidiary, accounts for substantially all of the assets and revenues of Trustmark. Chartered by the State of Mississippi in 1889, TNB is also headquartered in Jackson, Mississippi. In addition to banking activities, TNB provides investment and insurance products and services to its customers through two of its wholly owned subsidiaries, Trustmark Financial Services, Inc. and The Bottrell Insurance Agency, Inc.
Trustmark also engages in banking activities through its wholly owned subsidiary, Somerville Bank & Trust Company (Somerville) in Somerville, Tennessee. Somerville was acquired in a business combination during 2001 and presently has five locations in Somerville, Hickory Withe and Rossville, Tennessee. In addition to its banking subsidiaries, Trustmark also owns all of the stock of F.S. Corporation and First Building Corporation, both nonbank Mississippi corporations, which are not considered significant subsidiaries. Neither Trustmark nor its subsidiaries have any foreign activities. As of December 31, 2001, Trustmark and its subsidiaries employed approximately 2,456 full-time equivalent employees.
In 2001, Trustmark began implementation of a new brand position as a "trusted financial partner" to reflect the move from a bank to a diversified financial services organization. Trustmark engages in business through its three reportable segments. Retail Banking provides banking services to individuals and small business customers. Commercial Banking services corporate and middle market clients. Financial Services offers a full range of services to meet specialized financial needs of both individuals and corporate clients.
Retail Banking
Retail Banking provides a full range of financial products and services to individuals and small business customers through Trustmark's 143 offices in Mississippi and Tennessee. During 2001, Trustmark evaluated a number of its major retail markets in an effort to effectively position its branch network within each market. During the year, seven offices were renovated, three offices were closed and two new offices were opened. Construction on two additional offices is currently in process.
Trustmark made significant investments in electronic delivery channels during the past year with the introduction of two Internet banking services created to meet the needs of both consumers and businesses. TrustTouchWeb allows customers to access their bank accounts at their convenience from any Internet-equipped computer. TrustTouchWeb gives instant access to secured account information around-the-clock and provides the ability to pay bills electronically and transfer funds between accounts. TrustNetWeb, Trustmark's Internet banking product for small to mid-sized businesses, provides the same convenience and flexibility as TrustTouchWeb with additional features tailored specifically for businesses.
Customers may access automated teller machines (ATM) through Trustmark's network of 174 ATMs in 153 locations throughout Mississippi, Tennessee and Louisiana, in addition to worldwide access through other ATM networks such as Plus, Pulse and Cirrus. TrustTouch services allow customers to access detailed account information, via a toll free number 24 hours a day, and TrustTouchpc services offer customers the flexibility to access account information as well as the ability to process transactions 24 hours a day via computer. Trustmark provides Retail Banking customers with various personal loan products and small business loans. Trustmark also lends to moderate and lower income homeowners through Community Reinvestment Act programs such as the Downpayment Assistance Program and Farmers Home Multi-Family Home Program.
Trustmark recognizes the significant impact small businesses have on its market and have addressed these needs through the creation of a specialized Business Banking group, which provides banking, investment and insurance solutions to businesses with annual sales of up to $3 million. The Bank at Work program serves as an alternative delivery channel that provides banking services on-site to businesses employing over 100 people.
The collective results of these efforts, as well as many others, are reflected in Trustmark's leading market position. From a deposit market share perspective, Trustmark continues to have a significant presence in most of the markets it serves. In fact, Trustmark's market share ranks first, second or third in 22 of the 27 counties it serves.
Commercial Banking
Commercial Banking provides various financial products and services to corporate and middle market clients through TNB's Commercial Lending, Commercial Real Estate, Indirect Lending and Private Banking groups. Business Advantage is designed to give businesses a total package of business savings, financial management and convenient services in one comprehensive package, when combined with a regular commercial or small business checking account. To better meet the unique credit needs of larger businesses, the Commercial Lending group has created relationship managers to work primarily with local middle market firms, specialized industries, as well as, large regional and national firms.
Trustmark continues to be active in automobile finance directly throughout its extensive branch network and through a long-established indirect network of automobile dealers.
Financial Services
Financial Services includes trust and fiduciary services, discount brokerage services, insurance services, as well as credit card and mortgage services. With $7.3 billion in trust assets under administration, Trustmark's Trust Department offers a full line of asset management and custodial services through its Personal Trust, Employee Benefit and Corporate Trust groups. The Wealth Management Group provides customized solutions for affluent customers by integrating investment management, estate planning, insurance products and private banking.
Trustmark's Correspondent Banking Department maintains relationships with independent banks across the state, providing competitively priced cash management services, financing and clearing services. Trustmark's public services bankers offer cash management products, loans and investment services tailored for the needs of public entities such as state agencies, municipal government and school districts.
Included in Financial Services is Trustmark's proprietary mutual fund family, Performance Funds. The seven mutual funds are designed and managed by Trustmark investment professionals and are offered through Trustmark Financial Services, Inc. (TFSI), TNB's full service brokerage subsidiary.
Through The Bottrell Insurance Agency, Inc. (Bottrell), TNB's insurance subsidiary, Trustmark provides a variety of commercial insurance products as well as personal life, health, property and casualty insurance. During 2001, Bottrell expanded its product lines and distribution channels for personal insurance services.
Additional information on Trustmark's segments can be found in Note 17, "Segment Information," (page 35) included in Trustmark's 2001 Annual Report to Shareholders and is incorporated herein by reference.
Business Combinations
In an effort to further enhance shareholder value, Trustmark has focused on expanding its franchise through the selective acquisition of financial services firms in higher growth markets within a 500-mile radius of Jackson. Trustmark acquired two banking organizations in the dynamic Memphis, Tennessee, market in 2001.
On April 6, Trustmark acquired Barret Bancorp, Inc. (Barret), the holding company for Peoples Bank (Peoples) in Barretville, Tennessee, and Somerville Bank & Trust Company in Somerville, Tennessee, which collectively had 13 offices and $508 million in total assets. The shareholders of Barret received approximately 2.4 million shares of Trustmark's common stock as well as $51 million in cash. Peoples was merged into TNB, while Somerville remains a separately chartered banking subsidiary and continues to operate and serve its customers as such.
On December 14, Trustmark completed its acquisition of Nashoba Bancshares, Inc. (Nashoba), paying Nashoba's shareholders $28 million in cash. Nashoba was the holding company for Nashoba Bank and at the merger date had three offices and $163 million in total assets. Like Peoples, Nashoba was merged into TNB. Both business combinations were accounted for under the purchase method of accounting and their results of operations, which were not material, have been included in the financial statements from the merger dates.
Forward-Looking Statements
This report 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 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. Factors that could cause actual results to differ materially from current expectations by Management include, but are not limited to:
o Legislative or regulatory changes, including changes in accounting standards; o General economic conditions, either nationally or regionally; o Changes in interest rates, yield curves and interest rate spread relationships; o Deposit attrition, customer loss or revenue loss in the ordinary course of business; o Increases in competitive pressure in the banking industry; o Changes in the rate of inflation; o Changes in securities markets; o Changes in technology.
Forward-looking statements speak only as of the date they are made. Trustmark does not undertake any obligation to update any forward-looking statement to reflect subsequent circumstances or events.
COMPETITION
Changes in regulation, technology and product delivery systems have resulted in an increasingly competitive environment. Trustmark and its subsidiaries compete with other local, regional and national providers of banking, investment and insurance products and services such as other bank holding companies, commercial and state banks, savings and loan associations, consumer finance companies, mortgage companies, insurance agencies, brokerage firms, credit unions and financial service operations of major retailers. Trustmark competes in its markets by offering quality and innovative products and services at competitive prices. Within Trustmark's market area, none of the competitors are dominant.
SUPERVISION AND REGULATION
The following discussion sets forth certain material elements of the regulatory framework applicable to bank holding companies and their subsidiaries and provides certain specific information relevant to Trustmark.
General
Trustmark is a registered bank holding company under the Bank Holding Company Act (BHC) of 1956, as amended. As such, Trustmark and its nonbank subsidiaries are subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Federal Reserve Board. In addition, as part of Federal Reserve policy, a bank holding company is expected to act as a source of financial and managerial strength to subsidiary banks and to maintain resources adequate to support each subsidiary bank. Under the BHC Act, bank holding companies generally may not own or control more than 5% of the voting shares or substantially all the assets of any company, including a bank, without the Federal Reserve Board's prior approval. The BHC Act also prohibits the acquisition by a bank holding company of more than 5% of the outstanding voting shares of a bank located outside the state in which the operations of its banking subsidiaries are principally conducted, unless such acquisition is specifically authorized by statute of the state in which the bank to be acquired is located. In addition, bank holding companies generally may engage, directly or indirectly, only in banking and such other activities as are determined by the Federal Reserve Board to be closely related to banking. Trustmark is also subject to regulation by the State of Mississippi under its laws of incorporation. In addition to the impact of regulation, Trustmark and its subsidiaries may be affected by legislation which can change banking statutes in substantial and unexpected ways, and by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy.
TNB is a national banking association and, as such, is subject to regulation primarily by the Office of the Comptroller of the Currency (OCC) and, secondarily, by the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board and the Mississippi Department of Banking and Consumer Finance. Almost every area of the operations and financial condition of TNB is subject to extensive regulation and supervision and to various requirements and restrictions under federal and state law including loans, reserves, investments, issuance of securities, establishment of branches, capital adequacy, liquidity, earnings, dividends, management practices and the provision of services. Somerville is a state-chartered commercial bank, subject to regulation primarily by the FDIC and secondarily by the Tennessee Department of Financial Institutions.
TNB's nonbanking subsidiaries are subject to a variety of state and federal laws. TFSI, TNB's full service brokerage subsidiary, is subject to supervision and regulation by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc., state securities regulators and the various exchanges through which it conducts business. Bottrell is subject to the insurance laws and regulations of the states in which it is active. The Federal Reserve Board supervises Trustmark's nonbanking subsidiaries.
Trustmark is also under the jurisdiction of the SEC for matters relating to the offering and sale of its securities. Trustmark is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as administered by the SEC.
Capital Adequacy
Trustmark is subject to capital requirements and guidelines imposed on bank holding companies by the Federal Reserve Board. The OCC imposes similar capital requirements and guidelines on TNB. Somerville is not discussed in this section as it is not a significant subsidiary as defined by the SEC. These capital guidelines involve quantitative and qualitative measures of assets, liabilities and certain off-balance sheet instruments.
Trustmark and TNB are required to maintain Tier 1 and total capital equal to at least 4% and 8% of their total risk-weighted assets, respectively. At December 31, 2001, Trustmark exceeded both requirements with Tier 1 capital and total capital equal to 13.14% and 14.40% of its total risk-weighted assets, respectively. At December 31, 2001, TNB also exceeded both requirements with Tier 1 capital and total capital equal to 13.14% and 14.39% of its total risk-weighted assets, respectively.
The Federal Reserve Board also requires bank holding companies to maintain a minimum leverage ratio. The guidelines provide for a minimum leverage ratio of 3% for banks and bank holding companies that meet certain specified criteria, including having the highest regulatory rating. At December 31, 2001, the leverage ratios for Trustmark and TNB were 8.74% and 8.73%, respectively.
Failure to meet minimum capital requirements could subject a bank to a variety of enforcement remedies. The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), among other things, identifies five capital categories for insured depository institutions. These include well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. FDICIA requires banking regulators to take prompt corrective action whenever financial institutions do not meet minimum capital requirements. Failure to meet the capital guidelines could also subject a depository institution to capital raising requirements. In addition, a depository institution is generally prohibited from making capital distributions, including paying dividends, or paying management fees to a holding company if the institution would thereafter be undercapitalized. As of December 31, 2001, the most recent notification from the OCC categorized TNB as well capitalized based on the prompt corrective action ratios and guidelines described above.
Payment of Dividends and Other Restrictions
There are various legal and regulatory provisions, which limit the amount of dividends TNB can pay to Trustmark without regulatory approval. Approval of the OCC is required if the total of all dividends declared in any calendar year exceeds the total of its net income for that year combined with its retained net income of the preceding two years. During the fourth quarter of 2001, TNB applied for and received approval from its regulators to pay an additional $83.0 million in dividends to continue the capital management plan, as discussed in Note 13, "Shareholders' Equity," included in Trustmark's 2001 Annual Report to Shareholders. TNB will have available in 2002 approximately $16.5 million plus its net income for that year to pay as dividends. In addition, subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to the bank holding company or any of its subsidiaries. Further, subsidiary banks of a bank holding company are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of any services to the bank holding company.
FDIC Insurance Assessments
The deposits of TNB are insured up to regulatory limits set by the FDIC and, accordingly, are subject to deposit insurance assessments. The FDIC has the authority to raise or lower assessment rates on insured deposits in order to achieve certain designated ratios in the Bank Insurance Fund (BIF) and the Savings Association Insurance Fund (SAIF) and to impose special assessments. The FDIC applies a risk-based assessment system that places each financial institution into one of nine categories based on capital levels and supervisory evaluations provided to the FDIC by the institution's primary federal regulator. Each institution's insurance assessment rate is then determined by the risk category in which it is classified. At December 31, 2001, TNB's annual BIF and SAIF assessment rates and Somerville's BIF rate were $0.0182 per $100 of insured deposits.
Financial Modernization - The Gramm-Leach-Bliley Act
The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (Act) affects every facet of a depository institution's operations. The Act does three fundamental things that affect the banking industry: (a) repeals key provisions of the Glass Steagall Act to permit commercial banks to affiliate with securities firms, insurance companies and other financial service providers; (b) establishes a statutory framework pursuant to which full affiliations can occur between these entities; and (c) provides financial services organizations with flexibility in structuring these new financial affiliations through a financial holding company structure or a financial subsidiary.
As a result of the Act, banks are able to offer customers a wide range of financial products and services without the restraints of previous legislation. In addition, bank holding companies and other financial services providers have been able to commence new activities and develop new affiliations much more readily. The primary provisions of the Act related to the establishment of financial holding companies and financial subsidiaries became effective on March 11, 2000. The Act authorizes national banks to own or control a "financial subsidiary" that engages in activities that are not permissible for national banks to engage in directly. The Act contains a number of provisions dealing with insurance activities by bank subsidiaries. Generally, the Act affirms the role of the states in regulating insurance activities, including the insurance activities of financial subsidiaries of banks, but the Act also preempts certain state laws. As a result of the Act, in 2001 TNB elected for Bottrell to become a financial subsidiary. This enables TNB to engage in insurance agency activities, through its financial subsidiary Bottrell, at any location.
The Act also imposed new requirements related to the privacy of customer financial information. The Act requires financial institutions to disclose their information sharing policies and procedures, and if the institution shares information with nonaffiliated third parties, the institution must provide customers with the opportunity to "opt out" of the sharing arrangements. The Act also prohibits financial institutions from disclosing a customer's account number to nonaffiliated third parties for use in marketing programs, including telemarketing and direct mail programs. Finally, the Act prohibits most persons from obtaining customer information through the use of false, fictitious or fraudulent statements or representations. Trustmark has complied with these requirements and recognizes the need for its customers' privacy.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Trustmark Corporation (the Registrant) and its primary bank subsidiary, Trustmark National Bank, including their ages, positions and principal occupations for the last five years are as follows:
Richard G. Hickson, 57, President and Chief Executive Officer, Trustmark Corporation and Vice Chairman and Chief Executive Officer, Trustmark National Bank since May 1997.
T. H. Kendall III, 65, President and General Manager, The Gaddis Farms, Inc. (Farming, Banking and Oil Production); Chairman of the Board, Trustmark National Bank since February 1999; Chairman of the Board, Trustmark Corporation since April 1999.
Harry M. Walker, 51, Secretary, Trustmark Corporation; President and Chief Operating Officer - General Banking Group, Trustmark National Bank since March 1992.
Gerard R. Host, 47, Treasurer, Trustmark Corporation since September 1995; President and Chief Operating Officer - Financial Services Group, Trustmark National Bank since September 1999; Executive Vice President and Chief Financial Officer from November 1995 to September 1999.
William O. Rainey, 62, Executive Vice President and Chief Banking Officer, Trustmark National Bank since November 1991.
James S. Lenoir, 59, Executive Vice President and Chief Risk Officer, Trustmark National Bank since March 1999; Executive Vice President and Chief Credit Officer for Deposit Guaranty Corp. and Deposit Guaranty National Bank from February 1983 to April 1998.
Thomas F. Darnell, 51, Executive Vice President and Chief Credit Officer, Trustmark National Bank since October 1999; Senior Vice President and Manager of Commercial Lending from January 1993 to October 1999.
George C. Gunn, 50, Executive Vice President and Commercial Banking Manager, Trustmark National Bank since September 1999; Senior Vice President and Real Estate Lending Manager from April 1987 to September 1999.
Thomas W. Mullen, 59, Executive Vice President and Chief Retail Administration Officer, Trustmark National Bank since November 1991.
James M. Outlaw, Jr., 48, Executive Vice President and Chief Information Officer, Trustmark National Bank since September 1999; Senior Vice President and Operations Manager from February 1996 to September 1999.
Zach L. Wasson, Jr., 48, Executive Vice President and Chief Financial Officer, Trustmark National Bank since September 1999; Senior Vice President and Chief Investment Officer from November 1995 to September 1999.
STATISTICAL DISCLOSURES
The consolidated statistical disclosures for Trustmark Corporation and subsidiaries are contained in the following Tables 1 through 12.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES
TABLE 1 - COMPARATIVE AVERAGE BALANCES - YIELDS AND RATES
The table below shows the average balances for all assets and liabilities of Trustmark and the interest income or expense associated with those assets and liabilities. The yields or rates have been computed based upon the interest income or expense for each of the last three years ended (tax equivalent basis - $ in thousands):
Nonaccruing loans have been included in the average loan balances and interest collected prior to these loans having been placed on nonaccrual has been included in interest income. Loan fees included in interest income are immaterial. Interest income and average yield on tax-exempt assets have been calculated on a fully tax equivalent basis using a tax rate of 35% for each of the three years presented. Certain reclassifications have been made to the 2000 and 1999 amounts to conform to the 2001 presentation.
TABLE 2 - VOLUME AND YIELD/RATE VARIANCE ANALYSIS
The table below shows the change from year to year for each component of the tax equivalent net interest margin in the amount generated by volume changes and the amount generated by changes in the yield or rate (tax equivalent basis - $ in thousands):
The change in interest due to both volume and yield/rate has been allocated to change due to volume and change due to yield/rate in proportion to the absolute value of the change in each. Tax-exempt income has been adjusted to a tax equivalent basis using a tax rate of 35% for 2001, 2000 and 1999. The balances of nonaccrual loans and related income recognized have been included for purposes of these computations.
TABLE 3 - SECURITIES AVAILABLE FOR SALE AND SECURITIES HELD TO MATURITY
The table below indicates amortized costs of securities available for sale and held to maturity by type at year end for each of the last three years ($ in thousands):
TABLE 4 - MATURITY DISTRIBUTION AND YIELDS OF SECURITIES AVAILABLE FOR SALE AND SECURITIES HELD TO MATURITY
The following table details the maturities of securities available for sale and held to maturity using amortized cost at December 31, 2001, and the weighted average yield for each range of maturities (tax equivalent basis - $ in thousands):
Due to the nature of mortgage related securities, the actual maturities of these investments can be substantially shorter than their contractual maturity. Management believes the actual weighted average maturity of the entire mortgage-related portfolio to be approximately 3.04 years.
As of December 31, 2001 Trustmark held securities of one issuer with a carrying value exceeding ten percent of total stockholders' equity. General obligations of the State of Mississippi with a carrying value of $63.5 million and an approximate fair value of $66.2 million were held on December 31, 2001. Included in the aforementioned State of Mississippi holdings are bonds with an aggregate carrying value of $16.7 million and an approximate fair value of $18.3 million, which are known to be prerefunded or escrowed to maturity by U.S. Government securities.
TABLE 5 - COMPOSITION OF THE LOAN PORTFOLIO
The table below shows the carrying value of the loan portfolio at the end of each of the last five years ($ in thousands):
TABLE 6 - LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES
The table below shows the amounts of loans in certain categories outstanding as of December 31, 2001, which, based on the remaining scheduled repayments of principal, are due in the periods indicated ($ in thousands):
The following table shows all loans in certain categories due after one year classified according to their sensitivity to changes in interest rates ($ in thousands):
TABLE 7 - NONPERFORMING ASSETS AND PAST DUE LOANS
The table below shows Trustmark's nonperforming assets and past due loans at the end of each of the last five years ($ in thousands):
A loan is classified as nonaccrual and the accrual of interest on such loan is discontinued if: (1) the loan is maintained on a cash basis because of a deterioration in the financial condition of the borrower, (2) payment in full of the principal and interest is not expected or (3) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection. When a loan is placed in nonaccrual status, unpaid interest credited to income in the current and prior years is reversed against interest income. Interest received on nonaccrual loans is applied against principal. Generally, loans may be restored to accrual status when (1) none of the principal and interest is due and unpaid and the bank expects repayment of the remaining contractual principal and interest or (2) when it otherwise becomes well secured and in the process of collection. Loans are generally measured for impairment based on the present value of the loan's effective interest rate, except when foreclosure or liquidation is probable or when the primary source of repayment is provided by real estate collateral. The policy for recognizing income on impaired loans is consistent with the nonaccrual policy.
At December 31, 2001, 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. There are no interest-earning assets which would be required to be disclosed above if those assets were loans. Trustmark had no loan concentrations greater than ten percent of total loans other than those loan categories shown in Table 5.
Explanation of the changes in 2001 can be found in the table captioned "Nonperforming Assets" and the related discussion (page 48) included in the Registrant's 2001 Annual Report to Shareholders and is incorporated herein by reference.
TABLE 8 - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The table below summarizes Trustmark's loan loss experience for each of the last five years ($ in thousands):
The allowance for loan losses is maintained at a level believed adequate by Management to absorb estimated probable losses in the loan portfolio, in addition to losses associated with off-balance sheet credit instruments such as letters of credit and unfunded lines of credit. Management's periodic evaluation of the adequacy of the allowance is based on identified loan impairments, Trustmark's past loan loss expericence, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans, that may be susceptible to significant change.
TABLE 9 - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table is a summary by allocation category of Trustmark's allowance for loan losses at December 31, 2001. These allocations were determined based upon Management's analysis of the various types of risk associated with Trustmark's loan portfolio. A discussion of Management's methodology for performing the analysis follows the table ($ in thousands):
Allocation for pools of risk-rated loans $ 40,248 Additional allocation for risk-rated loans 3,600 Allocation for selected industries 4,582 General allocation for all other loans 21,029 Allocation for available lines of credit and letters of credit 2,004 Unallocated 4,071 -------- Total $ 75,534 ========
The allowance for loan losses is maintained at a level believed adequate by Management to absorb probable losses in the loan portfolio, in addition to losses associated with off-balance sheet credit instruments such as letters of credit and unfunded lines of credit. The adequacy of the allowance is reviewed monthly utilizing the criteria specified in the Office of the Comptroller of the Currency's Handbook "Allowance for Loan and Lease Losses", as well as additional guidance provided in the Interagency Policy Statement. Loss percentages are uniformly applied to pools of risk-rated loans within the commercial portfolio. These percentages are determined based on migration analysis, previously established floors for each category and economic factors. In addition, relationships of $500,000 or more which are risk-rated as other loans especially mentioned or substandard and all which are risk-rated doubtful are reviewed by Trustmark's Asset Review Department staff to determine if standard percentages appear to be sufficient to cover probable losses in each category. In the event that the percentages on any particular lines are determined to be insufficient, additional allocations are made based upon recommendations of lending, credit and Asset Review Department personnel.
Industry allocations are made based on concentrations of credit within the portfolio, as well as designation of certain other industries by Management.
The general allocation is included in the allowance to cover probable loan losses within portions of the loan portfolio not addressed in the preceding allocations. The types of loans included in the general allocation are residential mortgage loans, direct and indirect consumer loans, credit card loans and overdrafts. The actual allocation amount is based upon the more conservative of either the loss experience within these categories during the year, the historical 5-year moving average for each category, or previously established floors.
The amount included in the allocation for lines of credit and letters of credit consists of a percentage of the unused portion of those lines and the amount outstanding in letters of credit. Percentages, which are the same as those applied to the funded portions of the commercial and retail loan portfolios, are applied to cover any potential losses in these off-balance sheet categories.
As the review of the allowance for loan losses involves a significant degree of judgment by Management and is imprecise by nature, the unallocated $4.1 million relates to issues that cannot be measured on a quantitative basis over a prolonged period of time.
TABLE 10 - TIME DEPOSITS OF $100,000 OR MORE
The table below shows maturities on outstanding time deposits of $100,000 or more at December 31, 2001 ($ in thousands):
3 months or less $ 249,662 Over 3 months through 6 months 91,180 Over 6 months through 12 months 111,444 Over 12 months 95,496 --------- Total $ 547,782 =========
TABLE 11 - SELECTED RATIOS
The following ratios are presented for each of the last three years:
2001 2000 1999 ------ ------ ------ Return on average assets 1.59% 1.50% 1.49% Return on average equity 16.98% 15.68% 14.93% Dividend payout ratio 32.27% 34.00% 32.35% Equity to assets ratio 9.38% 9.57% 9.98%
TABLE 12 - SHORT-TERM BORROWINGS
The table below presents certain information concerning Trustmark's short-term borrowings for each of the last three years ($ in thousands):
ITEM 2.
ITEM 2. PROPERTIES
Trustmark's principal offices are housed in its complex located in downtown Jackson, Mississippi and owned by TNB. Approximately 209,000 square feet, or 79%, of the available space in the main office building is allocated to bank use with the remainder occupied by tenants on a lease basis. Trustmark, through its two banking subsidiaries, also operates 113 full-service branches, 21 limited-service branches, 9 in-store branches and an ATM network which includes 99 ATMs at on-premise locations and 75 ATMs located at off-premise sites. Trustmark leases 72 of its 197 locations with the remainder being owned.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
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.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to Trustmark's shareholders during the fourth quarter of 2001.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Trustmark's common stock is listed for trading on the Nasdaq Stock Market. At March 1, 2002, there were approximately 5,000 shareholders of record of Trustmark's common stock. Other information required by this item can be found in Note 13, "Shareholders' Equity," (pages 31-32) and the table captioned "Principal Markets and Prices of Trustmark's Stock" (page 40) included in the Registrant's 2001 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item can be found in the table captioned "Selected Financial Data" (page 39) included in the Registrant's 2001 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (pages 41-54) included in the Registrant's 2001 Annual Report to Shareholders and is incorporated herein by reference.
Critical Accounting Policies
The accounting principles followed by Trustmark and the methods of applying these principles conform with accounting principles generally accepted in the United States and with general practices followed by the banking industry. Critical accounting policies relate to securities, loans, allowance for loan losses, intangibles, derivatives and hedging. These policies, which significantly affect the determination of financial position, results of operations and cash flows, are summarized in Note 1, "Basis of Financial Statement Presentation, Accounting Policies and Recent Pronouncements" (pages 18-22), in the "Notes to Consolidated Financial Statements," included in the Registrant's 2001 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (pages 50-54) included in the Registrant's 2001 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Trustmark Corporation and subsidiaries, the accompanying Notes to Consolidated Financial Statements and the Report of Independent Public Accountants are contained in the Registrant's 2001 Annual Report to Shareholders (pages 13-38) and are incorporated herein by reference. The table captioned "Summary of Quarterly Results of Operations" (page 40) is also included in the Registrant's 2001 Annual Report of Shareholders and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no change of accountants within the two-year period prior to December 31, 2001.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on the directors of the Registrant can be found in Section II, "Election of Directors," and Section VII, "Section 16(a) Beneficial Ownership Reporting Compliance," contained in Trustmark Corporation's Proxy Statement (pages 1-2 and 10, respectively) dated March 8, 2002, and is incorporated herein by reference. Information on the Registrant's executive officers is included in Part I, pages 7-8 of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item can be found in Section V, "Compensation of Executive Officers and Directors," contained in Trustmark Corporation's Proxy Statement (pages 6-9) dated March 8, 2002, and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and Management can be found in Section IV, "Ownership of Equity Securities by Certain Beneficial Owners and Management," contained in Trustmark Corporation's Proxy Statement (pages 4-5) dated March 8, 2002, and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions can be found in Section VI, "Transactions with Management," contained in Trustmark Corporation's Proxy Statement (page 10) dated March 8, 2002, and is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A-1. Financial Statements
The report of Arthur Andersen LLP, independent auditors, and the following consolidated financial statements of Trustmark Corporation and subsidiaries are included in the Registrant's 2001 Annual Report to Shareholders and are incorporated into Part II, Item 8 herein by reference:
Report of Independent Public Accountants Consolidated Balance Sheets as of December 31, 2001 and 2000 Consolidated Statements of Income for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2001, 2000 and 1999 Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999 Notes to Consolidated Financial Statements (Notes 1 through 18) Selected Financial Data, Summary of Quarterly Results of Operations, and Principal Markets and Prices of Trustmark's Stock
A-2. Financial Statement Schedules
The schedules to the consolidated financial statements set forth by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.
B. Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter of 2001.
C. Exhibits
The exhibits listed in the Exhibit Index are filed herewith or are incorporated herein by reference.
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: March 12, 2002 DATE: March 12, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
DATE: March 12, 2002 BY: /s/ J. Kelly Allgood --------------------------------- J. Kelly Allgood, Director
DATE: March 12, 2002 BY: /s/ Reuben V. Anderson --------------------------------- Reuben V. Anderson, Director
DATE: March 12, 2002 BY: /s/ Adolphus B. Baker --------------------------------- Adolphus B. Baker, Director
DATE: BY: --------------------------------- John L. Black, Jr., Director
DATE: March 12, 2002 BY: /s/ Harry H. Bush --------------------------------- Harry H. Bush, Director
DATE: March 12, 2002 BY: /s/ William C. Deviney, Jr. --------------------------------- William C. Deviney, Jr., Director
DATE: March 12, 2002 BY: /s/ D. G. Fountain, Jr. --------------------------------- D. G. Fountain, Jr., Director
DATE: March 12, 2002 BY: /s/ C. Gerald Garnett --------------------------------- C. Gerald Garnett, Director
DATE: March 12, 2002 BY: /s/ Richard G. Hickson --------------------------------- Richard G. Hickson, President & Chief Executive Officer and Director
DATE: March 12, 2002 BY: /s/ Matthew L. Holleman III --------------------------------- Matthew L. Holleman III, Director
DATE: March 12, 2002 BY: /s/ Gerard R. Host --------------------------------- Gerard R. Host, Treasurer (Principal Financial Officer) and Director
DATE: March 12, 2002 BY: /s/ Fred A. Jones --------------------------------- Fred A. Jones, Director
DATE: BY: --------------------------------- T. H. Kendall III, Chairman of the Board and Director
DATE: March 12, 2002 BY: /s/ Larry L. Lambiotte --------------------------------- Larry L. Lambiotte, Director
DATE: March 12, 2002 BY: /s/ Frances Lucas-Tauchar --------------------------------- Dr. Frances Lucas-Tauchar, Director
DATE: March 12, 2002 BY: /s/ Donald E. Meiners --------------------------------- Donald E. Meiners, Director
DATE: March 12, 2002 BY: /s/ William Neville III --------------------------------- William Neville III, Director
DATE: March 12, 2002 BY: /s/ Richard H. Puckett --------------------------------- Richard H. Puckett, Director
DATE: March 12, 2002 BY: /s/ William K. Ray --------------------------------- William K. Ray, Director
DATE: March 12, 2002 BY: /s/ Charles W. Renfrow --------------------------------- Charles W. Renfrow, Director
DATE: March 12, 2002 BY: /s/ Carolyn C. Shanks --------------------------------- Carolyn C. Shanks, Director
DATE: BY: --------------------------------- William Thomas Shows, Director
DATE: March 12, 2002 BY: /s/ Harry M. Walker --------------------------------- Harry M. Walker, Secretary and Director
DATE: March 12, 2002 BY: /s/ LeRoy G. Walker, Jr. --------------------------------- LeRoy G. Walker, Jr., Director
DATE: March 12, 2002 BY: /s/ Paul H. Watson, Jr. --------------------------------- Paul H. Watson, Jr., Director
DATE: March 12, 2002 BY: /s/ Kenneth W. Williams --------------------------------- Kenneth W. Williams, Director
DATE: March 12, 2002 BY: /s/ Allen Wood, Jr. --------------------------------- Allen Wood, Jr., Director
DATE: March 12, 2002 BY: /s/ William G. Yates, Jr. --------------------------------- William G. Yates, Jr., Director
EXHIBIT INDEX
3-a Articles of Incorporation, as amended. Filed as Exhibit 3-e to Trustmark's Form 10-K Annual Report for the year ended December 31, 1998, incorporated herein by reference.
3-b Bylaws, as amended. Filed as Exhibit 3-d to Trustmark's Form 10-K Annual Report for the year ended December 31, 1997, incorporated herein by reference.
10-a Deferred Compensation Plan for Executive Officers of Trustmark National Bank. Filed as Exhibit 10-b to Trustmark's Form 10-K Annual Report for the year ended December 31, 1993, incorporated herein by reference.
10-b Deferred Compensation Plan for Directors of First National Financial Corporation acquired October 7, 1994. Filed as Exhibit 10-c to Trustmark's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference.
10-c Life Insurance Plan for Executive Officers of First National Financial Corporation acquired October 7, 1994. Filed as Exhibit 10-d to Trustmark's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference.
10-d Long Term Incentive Plan for key employees of Trustmark Corporation and its subsidiaries approved March 11, 1997. Filed as Exhibit 10-e to Trustmark's Form 10-K Annual Report for the year ended December 31, 1996, incorporated herein by reference.
10-e Employment Agreement between Trustmark Corporation and Richard G. Hickson dated May 13, 1997. Filed as Exhibit 10-f to Trustmark's Form 10-K Annual Report for the year ended December 31, 1997, incorporated herein by reference.
10-f Change in Control Agreement between Trustmark Corporation and Harry M. Walker dated December 22, 1997. Filed as Exhibit 10-g to Trustmark's Form 10-K Annual Report for the year ended December 31, 1997, incorporated herein by reference.
10-g Change in Control Agreement between Trustmark Corporation and Gerard R. Host dated December 22, 1997. Filed as Exhibit 10-h to Trustmark's Form 10-K Annual Report for the year ended December 31, 1997, incorporated herein by reference.
10-h Deferred Compensation Plan for Directors of Trustmark National Bank, as amended. Filed as Exhibit 10-i to Trustmark's Form 10-K Annual Report for the year ended December 31, 1999, incorporated herein by reference.
10-i Deferred Compensation Plan for Executive of Trustmark National Bank, as amended. Filed as Exhibit 10-j to Trustmark's Form 10-K Annual Report for the year ended December 31, 1999, incorporated herein by reference.
13 Only those portions of the Registrant's 2001 Annual Report to Shareholders expressly incorporated by reference herein are included in this exhibit and, therefore, are filed as a part of this report on Form 10-K.
21 List of Subsidiaries.
23 Consent of Arthur Andersen LLP.
99 Temporary Note 3T to Article 3 of Regulation S-X.
All other exhibits are omitted, as they are inapplicable or not required by the related instructions.
Exhibit 21
LIST OF SUBSIDIARIES
The following is a list of all subsidiaries of Trustmark as of December 31, 2001, and the jurisdiction in which each was organized. Each subsidiary does business under its own name.
Name Jurisdiction Where Organized - ----------------------------------------- ---------------------------- Trustmark National Bank Mississippi F.S. Corporation Mississippi First Building Corporation Mississippi Somerville Bank & Trust Company Tennessee Trustmark Financial Services, Inc. (1) Mississippi The Bottrell Insurance Agency, Inc. (1) Mississippi Trustmark Investment Advisors, Inc. (1) Mississippi
(1) Subsidiary of Trustmark National Bank.
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our report included in an exhibit in this Form 10-K, into Trustmark Corporation's previously filed Registration Statements on Forms S-8 (File Numbers 333-39786, 333-35889, 333-07141 and 333-74448).
/s/ Arthur Andersen LLP - ----------------------- Arthur Andersen LLP
Jackson, Mississippi March 21, 2002
Exhibit 99
TEMPORARY NOTE 3T TO ARTICLE 3 OF REGULATION S-X
Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549
Ladies and Gentlemen:
In accordance with the requirements of the Securities and Exchange Commission, Trustmark Corporation has received the following written representation from Arthur Andersen LLP, dated as of March 21, 2002:
"We have audited the consolidated financial statements of Trustmark Corporation and subsidiaries as of December 31, 2001 and for the year then ended and have issued our report thereon dated January 8, 2002. We represent that this audit was subject to our quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards, that there was appropriate continuity of Arthur Andersen personnel working on the audit, availability of national office consultation, and availability of personnel at foreign affiliates of Arthur Andersen to conduct the relevant portions of the audit."
TRUSTMARK CORPORATION
By: /s/ Gerard R. Host --------------------------------------- Gerard R. Host Treasurer (Principal Financial Officer)
Date: March 22, 2002