SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission File Number 0-3683
Full title of the Plan and the address of the Plan, if different from that of
the issuer named below:
Trustmark 401(k) Plan
Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive office:
Trustmark Corporation
248 E. Capitol Street
Jackson, Mississippi 39201
TRUSTMARK 401(K) PLAN
Financial Statements and Schedule
December 31, 2003 and 2002
(Report of Independent Registered Public Accounting Firm Thereon)
TRUSTMARK 401(K) PLAN
Index to Financial Statements and Schedule
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002
Statement of Changes in Net Assets Available for Benefits for the year ended
December 31, 2003 and 2002
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December
31, 2003
All other schedules are omitted because there is no information to report.
Report of Independent Registered Public Accounting Firm
The Plan Administrator
Trustmark 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of Trustmark 401(k) Plan (the Plan) as of December 31, 2003 and 2002, and the
related statement of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2003 and 2002, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic 2003 financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic
2003 financial statements taken as a whole.
/s/ KPMG LLP
Jackson, Mississippi
June 7, 2004
TRUSTMARK 401(K) PLAN
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
2003 2002
------------ ------------
Receivables:
Employer contributions $ 231,240 $ 123,895
Participants contributions 191,042 193,956
Investment proceeds 240,014 -
------------ ------------
Total receivables 662,296 317,851
Investments, at fair value:
Money market accounts 14,944,873 14,377,264
Fixed income mutual funds 4,989,877 6,094,106
Common stock of Trustmark Corporation 55,284,620 53,648,075
Equity mutual funds 34,381,716 23,135,259
------------ ------------
Total investments 109,601,086 97,254,704
------------ ------------
Net assets available for benefits $110,263,382 $ 97,572,555
============ ============
See accompanying notes to financial statements.
TRUSTMARK 401(K) PLAN
Statement of Changes in Net Assets Available for Benefits
Years ended December 31, 2003 and 2002
2003 2002
------------ ------------
Contributions:
Employer $ 3,178,679 $ 2,870,482
Participants 5,138,254 4,935,396
------------ ------------
Total contributions 8,316,933 7,805,878
------------ ------------
Net investment income:
Net appreciation (depreciation) in
fair value of investments 17,159,125 (5,022,263)
Interest income 1,627,766 540,317
Dividend income 1,347,219 1,715,667
------------ ------------
Net investment income (loss) 20,134,110 (2,766,279)
------------ ------------
Benefits paid to participants (15,592,475) (9,609,509)
Administrative fees (167,741) (180,421)
------------ ------------
Net increase (decrease) in net
assets available for benefits 12,690,827 (4,750,331)
Net assets available for benefits:
Beginning of year 97,572,555 102,322,886
------------ ------------
End of year $110,263,382 $ 97,572,555
============ ============
See accompanying notes to financial statements.
TRUSTMARK 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(1) Plan Description
The following description of Trustmark 401(k) Plan (the Plan) provides only
general information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan established for the employees
of Trustmark Corporation (the Company) and certain other associated
companies. The Plan provides eligibility for participation on the
first day of the month following the completion of at least 1,000
hours of service during the twelve-month period ending on the
anniversary of a person's employment commencement date.
(b) Plan Administration
The Plan's record keeping functions are handled by Nationwide Life
Insurance Company and Nationwide Trust Company. Trustmark National
Bank serves as the Plan's trustee. The plan administrator and sponsor
is Trustmark Corporation, parent company of Trustmark National Bank.
Prior to January 31, 2002, Bysis Plan Services and Frontier and
Reliance Trusts served as record keeper and trustees, respectively.
(c) Participants Contributions
The Plan allows participants to make voluntary before-tax salary
deferral contributions, through payroll deductions, to separately
invested funds in accordance with Section 401(k) of the Internal
Revenue Code. If certain requirements of Internal Revenue Code Section
401(k) are not met in Plan operation, the salary deferral agreements
of participants may, on a nondiscriminatory and uniform basis, be
amended or revoked to preserve the qualified status of the Plan.
Voluntary after-tax contributions by participants are not allowed.
Participants may direct investment of their voluntary contributions
among several investment options.
Participants may elect to contribute up to 25% of eligible
compensation each period, subject to regulatory limitations.
Additionally, rollover contributions from individual retirement
accounts or other qualified plans are allowed.
In 2002, the Plan was amended, whereby, participants who were age 50
years or older by the end of calendar year were able to make catch-up
contributions to the Plan. Catch-up contributions represent employee
compensation deferrals in excess of certain plan limits and statutory
limits including IRS annual deferral limits. The IRS annual deferral
limits and annual catch-up contribution limits are indicated in the
following schedule:
Catch-up
Calendar year Deferral limit contribution limit
------------- --------------- ------------------
2002 $11,000 $1,000
2003 12,000 2,000
2004 13,000 3,000
2005 14,000 4,000
2006 15,000 5,000
Thereafter Indexed in $500 Indexed in $500
increments increments
(d) Employer Contributions
All employee contributions are matched by the employer at a rate of
100% of the first 3% and 50% of the next 3% of covered compensation.
The employer may also make discretionary contributions.
(e) Allocations
Participant and employer contributions are allocated directly to each
participant's account in accordance with the individual participant's
elections. Forfeitures of nonvested employer discretionary accounts
are used to reduce the employer match contribution. During 2003 and
2002, the Plan utilized $23,192 and $154,037 in forfeitures as
employer contributions, respectively.
(f) Vesting
Participants are immediately vested in their voluntary contributions
and employer matching contributions and the investment earnings and
losses thereon. Participants vest in the employer discretionary
contributions as shown in the following schedule:
Years vesting service Vested percentage
--------------------- -----------------
Less than 5 0%
5 or more 100%
In case of termination of the Plan, the value of each participant's
share of the Plan becomes fully vested as of the date of such
termination. In addition, a participant is fully vested in such
participant's share of the Plan upon achieving the age of sixty-five.
(g) Payment of Benefits
On retirement, death, disability, or termination of service, a
participant may elect to receive a lump-sum distribution equal to his
or her vested account balance or a life annuity. In addition, hardship
distributions are permitted if certain criteria are met.
(h) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. However, no
such action may deprive any participant or beneficiary under the Plan
of any vested benefit.
(2) Significant Accounting Policies
(a) Basis of Presentation
The Plan's financial statements are prepared using the accrual basis
of accounting, with the exception of the payment of benefits, which
are recognized as a reduction in the net assets available for benefits
of the Plan as they are disbursed to participants. Purchases and sales
of securities are recorded on a trade-date basis.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
(c) Valuation of Investments
Investments are stated at fair value. The fair value of mutual funds
and other securities traded on a national securities exchange are
valued at the closing quoted market price on the last business day of
the year.
(d) Net Appreciation (Depreciation) in Fair Value of Investments
Net appreciation (depreciation) in fair value of investments, as
recorded in the accompanying statement of changes in net assets
available for benefits, includes changes in fair value of investments
acquired, sold, or held during the year.
(e) Administrative Fees
Administrative fees are paid by the Plan. All other fees, including
professional fees, are paid by the Company.
(3) Investments
The fair value of individual investments that represent 5% or more of the
Plan's net assets as of December 31, 2003 and 2002 are as follows:
December 31,
-------------------------
2003 2002
----------- -----------
Investment at fair value as determined
by quoted market price:
Common stock of Trustmark Corporation $55,284,620 $53,648,075
Performance Funds Trust Mutual Funds:
Large-Cap Equity Fund 7,120,723 6,047,890
Mid-Cap Equity Fund 7,402,858 5,484,933
Investments at cost, which approximates
fair value:
Federated Capital Preservation Fund 13,027,583 13,768,069
During 2003 and 2002, the Plan's investments (including investments bought
and sold, as well as held during the year) appreciated (depreciated) in
value as follows:
December 31,
-------------------------
2003 2002
----------- -----------
Investments at fair value as determined
by quoted market price:
Trustmark Corporation Stock Fund $10,791,486 $ 1,419,642
Mutual funds 6,367,639 (6,441,905)
----------- -----------
Net appreciation (depreciation) in
fair value of investments $17,159,125 $(5,022,263)
=========== ===========
(4) Income Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated November 19, 2001, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the plan administrator and the Plan's tax counsel believe
that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
(5) Related Parties
Trustmark National Bank serves as the investment advisor for the
Performance Funds Trust Mutual Funds. Trustmark Corporation is the parent
Company of Trustmark National Bank. Trustmark National Bank also serves as
the Plan's trustee.
(6) Reconciliation of Financial Statements to Form 5500
As of December 31, 2003, the Plan had $468 of pending distributions to
participants who elected to withdraw from the Plan. This amount is recorded
as a liability in the Plan's Form 5500; however, this amount is not
recorded as a liability in the accompanying statement of net assets
available for benefits in accordance with accounting principles generally
accepted in the United States of America.
The following is a reconciliation of benefits paid to participants per the
accompanying financial statements to the Form 5500 as filed by the Company
for the year ended December 31, 2003:
Benefits
paid
-----------
Per accompanying financial statements $15,592,475
2003 amounts pending distribution to participants 468
-----------
Per Form 5500 $15,592,943
===========
The following table is a reconciliation of benefits payable and net assets
available for benefits per the accompanying financial statements to the
Form 5500 as filed by the Company for the year ended December 31, 2003:
Net assets
Benefit available for
payable plan benefits
------- -------------
Per accompanying financial statements $ - $ 110,263,382
2003 amounts pending distribution to participants 468 (468)
------- -------------
Per Form 5500 $ 468 $ 110,262,914
======= =============
(7) Contingencies
The Company 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 various 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 the
Company's or the Plan's consolidated financial position or results of
operations.
(8) Subsequent Events
Effective January 1, 2004, the Plan was amended to include several new
provisions. The Plan will provide eligibility for participation in elective
deferrals by employees on the first day of the month after thirty (30) days
of employment. The amendment will have no effect on the eligibility of
employees to receive employer contributions. Also effective January 1,
2004, participants will be 100% vested in all employer contributions made
on their behalf including those non-vested contributions remaining in the
Plan on January 1, 2004, but deposited by the employer at an earlier date.
The Plan will also provide for participants the opportunity to annually
elect that cash dividends paid on employer stock either (1) be reinvested
in shares of employer stock, or (2) be paid to the participant's account in
cash.
TRUSTMARK 401(K) PLAN
Plan Sponsor: Trustmark Corporation
Plan Sponsor: EIN 64-0471500
Plan Number: 002
Schedule H, Line 4i - Schedule of
Assets (Held at End of Year)
December 31, 2003
Current
Identity of issuer Description value
--------------------------- -------------------------------------- ------------
Money market account:
Federated Capital Preservation Fund $ 13,027,583
Gartmore Money Market Inst. Fund 1,202,728
AllianceBernstein Inst.Money Market Fund 714,562
Fixed income mutual funds:
* Performance Funds Trust Short Term Govt. Inst.Fund 1,696,437
* Performance Funds Trust Intermediate Term Govt. Inst.Fund 1,896,409
Dreyfus GNMA Fund 418,041
PIMCO Total Return Fund 978,990
Common stock fund:
* Trustmark Corporation Common Stock Fund 55,284,620
Equity mutual funds:
* Performance Funds Trust Leader's Equity Fund 472,015
* Performance Funds Trust Large-Cap Equity Fund 7,120,723
* Performance Funds Trust Mid-Cap Equity Fund 7,402,858
Dreyfus Mid-Cap Value Fund 3,286,271
Franklin Balance Sheet Investment Fund 1,452,726
Franklin Mutual Discovery Fund 842,783
Gartmore Inv. Destinations Aggr. Svc. Fund 416,558
Gartmore Inv. Destinations Cons. Svc. Fund 28,607
Gartmore Inv. Destinations Mod. Svc. Fund 273,874
Gartmore Inv. Destinations Mod. Aggr. Svc. Fund 581,460
Gartmore Inv. Destinations Mod. Cons. Svc. Fund 92,353
Goldman Sachs CORE Small Cap. Equity Fund 3,518,963
INVESCO Dynamics Inv. Fund 200,451
Neuberger Neuberger Berman Genesis Trust 2,403,864
Oppenheimer Global Fund 763,086
Van Kampen Equity & Income Fund 2,632,090
Van Kampen Emerging Growth Fund 1,341,359
Templeton Foreign Fund 1,551,675
------------
$109,601,086
============
* Denotes related party based on the following relationships:
Trustmark National Bank serves as investment advisor for Performance
Funds Trusts; Trustmark Corporation is the parent company of Trustmark
National Bank.
See accompanying independent auditors' report.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this Annual Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Trustmark 401(k) Plan
Trustmark Corporation, Plan Administrator
By: /s/ Louis E. Greer
-------------------
Louis E. Greer
Chief Accounting Officer
June 24, 2004