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, 2004
[ ] 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, 2004 and 2003
(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, 2004 and 2003
Statement of Changes in Net Assets Available for Benefits for the year ended
December 31, 2004 and 2003
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December
31, 2004
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, 2004 and 2003, and the
related statements 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 audits provide 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, 2004 and 2003, 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 2004 financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic
2004 financial statements taken as a whole.
/s/ KPMG LLP
Jackson, Mississippi
June 10, 2005
TRUSTMARK 401(K) PLAN
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
2004 2003
------------ ------------
Investments, at fair value:
Money market accounts $ 16,972,820 $ 14,944,873
Fixed income mutual funds 4,818,765 4,989,877
Common stock of Trustmark Corporation 56,205,226 55,284,620
Equity mutual funds 45,796,548 34,381,716
------------ ------------
Total investments 123,793,359 109,601,086
------------ ------------
Receivables:
Employer contributions 172,635 231,240
Participants' contributions 196,834 191,042
Investment proceeds - 240,014
------------ ------------
Total receivables 369,469 662,296
------------ ------------
Net assets available for benefits $124,162,828 $110,263,382
============ ============
See accompanying notes to financial statements.
TRUSTMARK 401(K) PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2004 and 2003
2004 2003
------------ ------------
Contributions:
Employer $ 2,966,908 $ 3,178,679
Participants' 6,192,908 5,138,254
Other 264,914 -
------------ ------------
Total contributions 9,424,730 8,316,933
------------ ------------
Net investment income:
Net appreciation in fair value of investments 6,230,651 17,159,125
Interest and dividends 4,748,325 2,974,985
------------ ------------
Net investment income 10,978,976 20,134,110
------------ ------------
Benefits paid to participants (6,378,715) (15,592,475)
Administrative fees (125,545) (167,741)
------------ ------------
Net increase in net assets available
for benefits 13,899,446 12,690,827
Net assets available for benefits:
Beginning of year 110,263,382 97,572,555
------------ ------------
End of year $124,162,828 $110,263,382
============ ============
See accompanying notes to financial statements.
TRUSTMARK 401(K) PLAN
Notes to Financial Statements
December 31, 2004 and 2003
(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 associates
of Trustmark Corporation (the Company) and certain other associated
companies.
(b) Eligibility
Effective January 1, 2004, the Plan was amended to provide eligibility
for participation in elective deferrals by employees on the first day
of the month after thirty days of employment. Prior to 2004, the Plan
provided 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.
(c) Plan Administration
The Plan's record keeping and trustee functions are handled by
Nationwide Life Insurance Company and Nationwide Trust Company. The
plan administrator and sponsor is Trustmark Corporation, parent
company of Trustmark National Bank.
(d) 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. Any
excess contributions must be returned to the applicable participant by
April 15 of the calendar year following the year of excess
contributions. The Plan allows for rollover contributions from
individual retirement accounts or other qualified plans.
Provisions of the Plan allow participants who were age 50 years or
older by the end of calendar year to make catch-up contributions to
the Plan. Catch-up contributions represent associate 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 for future years are indicated
in the following schedule:
Catch-up
Calendar year Deferral limit contribution limit
------------- -------------- ------------------
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
(e) Employer Contributions
Eligible participant 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.
(f) 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
were used to reduce the employer match contribution (see note 1(g)).
During 2003, the Plan utilized $134,678 in forfeitures to reduce
employer contributions.
(g) Vesting
Participants are immediately vested in their voluntary contributions
and the investment earnings and losses thereon.
Effective January 1, 2004, participants became 100% vested in all
employer contributions made on their behalf, including those
non-vested contributions remaining in the Plan on January 1, 2004.
Prior to January 1, 2004, as of the day of a participant's sixty-fifth
birthday, such participant was entitled to retire from active service
with the employer, and 100% of the value of the participant's share of
the Plan became fully vested. A participant also vested 100% upon
death or termination of employment due to permanent disability.
Prior to January 1, 2004, participants vested in the employer
discretionary contributions and allocated earnings or losses thereon
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, each participant's account became
fully vested as of the date of such termination.
(h) 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 account balance or in installments. In addition, hardship
distributions are permitted if certain criteria are met.
(i) 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. Dividends are
recorded on the ex-dividend date.
(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 in Fair Value of Investments
Net appreciation in fair value of investments, as recorded in the
accompanying statement of changes in net assets available for
benefits, includes changes in the 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, 2004 and 2003 are as follows:
December 31,
----------------------------
2004 2003
----------- -----------
Investments at fair value as determined
by quoted market price:
Common stock of Trustmark Corporation $56,205,226 $55,284,620
Performance Funds Trust Mutual Funds:
Large-Cap Equity Fund 7,872,865 7,120,723
Mid-Cap Equity Fund 8,500,519 7,402,858
Investments at cost, which approximates
fair value:
Federated Capital Preservation Fund 14,296,460 13,027,583
During 2004 and 2003, the Plan's investments (including investments bought
and sold, as well as held during the year) appreciated in value as follows:
December 31,
----------------------------
2004 2003
----------- -----------
Investments at fair value as determined
by quoted market price:
Common stock of Trustmark Corporation $ 3,331,570 $10,791,486
Mutual funds 2,899,081 6,367,639
----------- -----------
Net appreciation in fair value
of investments $ 6,230,651 $17,159,125
=========== ===========
Effective January 1, 2004, the Plan provides participants the opportunity
to annually elect whether cash dividends paid on employer stock will be
invested in shares of employer stock within the individual participant's
account or be paid to the participant in cash.
(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. For the years ended December 31, 2004
and 2003, dividends of $1,418,868 and $1,347,219 were received by the Plan
from the Company.
(6) 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
or the Plan's consolidated financial statements.
(7) Subsequent Events
On March 1, 2005, assets totaling $5,403,429 from the Dan Bottrell Agency,
Inc. Profit Sharing 401(k) Plan and Trust, the sponsor of which is a
subsidiary of Trustmark National Bank, were merged into the Plan.
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, 2004
Current
Identity of issuer Description value
--------------------------- --------------------------------- ------------
Money market account:
Federated Capital Preservation Fund $ 14,296,460
AllianceBernstein Institutional Money Market Fund 1,358,064
Gartmore Money Market Institutional Fund 1,317,338
Gartmore Money Market Security Fund 958
Fixed income mutual funds:
* Performance Funds Trust Short Term Govt. Inc. Fund 1,568,569
* Performance Funds Trust Intermediate Term Govt. Inc. Fund 1,851,742
Dreyfus GNMA Fund 391,764
PIMCO Total Return Fund 1,006,690
Common stock fund:
* Trustmark Corporation Common Stock Fund 56,205,226
Equity mutual funds:
* Performance Funds Trust Leader's Equity Fund 895,470
* Performance Funds Trust Large-Cap Equity Fund 7,872,865
* Performance Funds Trust Mid-Cap Equity Fund 8,500,519
AIM Dynamics Fund 131,811
Dreyfus Mid-Cap Value Fund 3,918,089
Franklin Balance Sheet Investment Fund 3,003,514
Franklin Mutual Discovery Fund 1,777,316
Gartmore Inv. Dest. Aggr. Svc. Fund 661,151
Gartmore Inv. Dest. Cons. Svc. Fund 77,931
Gartmore Inv. Dest. Mod. Svc. Fund 446,644
Gartmore Inv. Dest. Mod. Aggr. Svc. Fund 1,163,986
Gartmore Inv. Dest. Mod. Cons. Svc. Fund 192,169
Goldman Sachs CORE Small Cap Equity Fund 3,989,710
Goldman Sachs Growth Opportunity Fund 105,558
JP Morgan Mid-Cap Value A Fund 727,258
Neuberger High Income Bond Fund 147,551
Neuberger Neuberger Berman Genesis Trust 3,481,540
Oppenheimer Global Fund 1,292,683
Van Kampen Equity & Income Fund 4,024,521
Van Kampen Emerging Growth Fund 1,056,054
T. Rowe Price Preferred Growth Stock Fund 226,675
Templeton Foreign Fund 2,103,533
------------
$123,793,359
============
* Denotes party-in-interest based on the following relationship:
Trustmark National Bank serves as investment advisor for Performance Funds
Trust; Trustmark Corporation is the parent company of Trustmark National Bank.
See accompanying independent auditors' Report of Independent Registered Public
Accounting Firm.
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 29, 2005