f11k_123106.htm
UNITED
STATES
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,
2006
|
OR
o
|
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 Supplemental Schedule
December 31,
2006 and 2005
(Report
of Independent Registered Public Accounting Firm Thereon)
TRUSTMARK
401(k) PLAN
Financial
Statements and Supplemental Schedule
December 31,
2006 and 2005
Table
of Contents
Page
Report
of Independent Registered Public Accounting Firm
|
1
|
Financial
Statements:
Statements
of Net Assets Available for Benefits as of December 31, 2006 and
2005
|
2
|
Statement
of Changes in Net Assets Available for Benefits for the years ended
December 31, 2006 and 2005
|
3
|
Notes
to Financial Statements
|
4
|
Supplemental
Schedule:
Schedule H,
Line 4i – Schedule of Assets (Held at End of Year) as of December 31,
2006
|
9
|
Exhibit
23 - Consent of Independent Registered Accounting Firm |
11
|
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
the
Trustmark 401(k) Plan (the Plan) as of December 31, 2006 and 2005, 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, 2006 and 2005, and the changes in net assets available for
benefits for the years then ended in conformity with U.S. generally accepted
accounting principles.
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 presented for the purpose of additional analysis and 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 2006 financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic 2006 financial
statements taken as a whole.
/s/
KPMG
LLP
Jackson,
Mississippi
June
18,
2007
TRUSTMARK
401(k) PLAN
|
|
Statements
of Net Assets Available for Benefits
|
|
December
31, 2006 and 2005
|
|
|
|
|
|
2006
|
|
|
2005
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
Money
market accounts
|
|
$ |
19,628,174
|
|
|
$ |
18,510,592
|
|
Fixed
income mutual funds
|
|
|
5,169,842
|
|
|
|
5,646,051
|
|
Common
stock of Trustmark Corporation
|
|
|
47,138,446
|
|
|
|
47,344,435
|
|
Equity
mutual funds
|
|
|
78,094,495
|
|
|
|
61,573,347
|
|
Total
investments
|
|
|
150,030,957
|
|
|
|
133,074,425
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Employer
contributions
|
|
|
224,638
|
|
|
|
204,431
|
|
Participant
contributions
|
|
|
242,567
|
|
|
|
211,604
|
|
Rollover
contributions
|
|
|
—
|
|
|
|
41,603
|
|
Total
receivables
|
|
|
467,205
|
|
|
|
457,638
|
|
Net
assets available for benefits
|
|
$ |
150,498,162
|
|
|
$ |
133,532,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
|
|
|
|
|
|
|
TRUSTMARK
401(k) PLAN
|
|
Statements
of Changes in Net Assets Available for Benefits
|
|
Years
ended December 31, 2006 and 2005
|
|
|
|
|
|
2006
|
|
|
2005
|
|
Contributions:
|
|
|
|
|
|
|
Employer
|
|
$ |
3,769,358
|
|
|
$ |
3,484,912
|
|
Participant
|
|
|
6,881,933
|
|
|
|
6,386,364
|
|
Rollover
|
|
|
405,404
|
|
|
|
437,301
|
|
Total
contributions
|
|
|
11,056,695
|
|
|
|
10,308,577
|
|
Net
investment income:
|
|
|
|
|
|
|
|
|
Net
appreciation (depreciation) in fair value of investments
|
|
|
7,703,962
|
|
|
|
(2,902,306 |
) |
Interest
and dividends
|
|
|
10,173,119
|
|
|
|
4,102,343
|
|
Net
investment income
|
|
|
17,877,081
|
|
|
|
1,200,037
|
|
Benefits
paid to participants
|
|
|
(11,668,218 |
) |
|
|
(7,765,634 |
) |
Net
assets received from merged plans
|
|
|
—
|
|
|
|
5,890,821
|
|
Administrative
fees
|
|
|
(299,459 |
) |
|
|
(264,566 |
) |
Net
increase in net assets available for benefits
|
|
|
16,966,099
|
|
|
|
9,369,235
|
|
Net
assets available for benefits:
|
|
|
|
|
|
|
|
|
Beginning
of year
|
|
|
133,532,063
|
|
|
|
124,162,828
|
|
End
of year
|
|
$ |
150,498,162
|
|
|
$ |
133,532,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
|
|
|
|
|
|
|
TRUSTMARK
401(k) PLAN
Notes
to Financial Statements
December
31, 2006 and 2005
The
following description of the 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.
The
Plan
is a defined contribution plan established for the associates of Trustmark
Corporation (the Corporation) and certain other associated companies. The
plan is subject to the provisions of the Employee Retirement Income Security
Act
(ERISA) of 1974.
The
Plan
provides eligibility for participation in elective deferrals by employees on
the
first day of the month after thirty days of employment and in employer matching
contributions on the first day of the month following 1,000 hours and one year
of service.
Nationwide
Life Insurance Company and Nationwide Trust Company serve as custodian of the
Plan’s assets. The plan administrator and sponsor is Trustmark Corporation,
parent company of Trustmark National Bank. The plan’s trustee functions are
handled by Trustmark National Bank.
Each
participant’s account is credited with the participant’s contribution and
allocations of (a) the Corporation’s contribution and (b) Plan earnings, and
charged with an allocation of administrative expenses. Allocations are based
on
participant earnings or account balances, as defined. The benefit to which
a
participant is entitled is the benefit that can be provided from the
participant’s vested account.
(e)
|
Participant
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 (IRC). If certain requirements
of IRC 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 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, IRC Section 457(b) plans or other qualified
plans.
TRUSTMARK
401(k) PLAN
Notes
to Financial Statements
December
31, 2006 and 2005
Provisions
of the Plan allow participants who were age 50 years or older by the end of
the 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 Internal Revenue Service (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
|
|
2005
|
|
$ |
14,000
|
|
|
$ |
4,000
|
|
2006
|
|
|
15,000
|
|
|
|
5,000
|
|
2007
|
|
|
15,500
|
|
|
|
5,000
|
|
Thereafter
|
|
Indexed
in $500
|
|
|
Indexed
in $500
|
|
|
|
increments
|
|
|
increments
|
|
(f)
|
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.
Participants
may direct the investment of their account balance among several investment
options.
Participants
are immediately vested in their voluntary contributions, employer contributions
made on their behalf, and the investment earnings and losses
thereon.
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.
Although
it has not expressed any intent to do so, the Corporation 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.
TRUSTMARK
401(k) PLAN
Notes
to Financial Statements
December
31, 2006 and 2005
(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.
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles 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 and Income
Recognition
|
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. Purchases and sales of securities
are recorded on a trade-date basis. Dividends are recorded on the ex-dividend
date.
(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 the fair value of investments acquired, sold or held during the
year.
Administrative
fees are paid by the Plan. All other fees, including professional fees, are
paid
by the Corporation.
(f)
|
Risks
and Uncertainties
|
The
Plan’s investments include funds which invest in various types of investment
securities and in various companies within various markets. Investment
securities are exposed to several risks, such as interest rate, market and
credit risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could
materially affect participant’s account balances and the amounts reported in the
statement of net assets available for benefits.
TRUSTMARK
401(k) PLAN
Notes
to Financial Statements
December
31, 2006 and 2005
The
fair
value of individual investments that represent 5% or more of the Plan’s net
assets as of December 31, 2006 and 2005, are as follows:
|
|
December
31,
|
|
|
|
2006
|
|
|
2005
|
|
Investments
at fair value as determined by quoted market
price:
|
|
|
|
|
|
|
Common
stock of Trustmark Corporation
|
|
$ |
47,138,446
|
|
|
$ |
47,344,435
|
|
Performance
Funds Trust Mutual Funds:
|
|
|
|
|
|
|
|
|
Large-Cap
Equity Fund
|
|
|
9,188,892
|
|
|
|
9,934,188
|
|
Mid-Cap
Equity Fund
|
|
|
10,046,878
|
|
|
|
11,503,796
|
|
Van
Kampen Equity and Income Fund
|
|
|
8,471,983
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Investments
at cost, which approximates fair value:
|
|
|
|
|
|
|
|
|
Federated
Capital Preservation Fund
|
|
|
14,506,568
|
|
|
|
15,817,992
|
|
During
2006 and 2005, the Plan’s investments (including investments bought and sold, as
well as held during the year) appreciated (depreciated) in value as
follows:
|
|
December
31,
|
|
|
|
2006
|
|
|
2005
|
|
Investments
at fair value as determined by quoted market price:
|
|
|
|
|
|
|
Common
stock of Trustmark Corporation
|
|
$ |
7,238,190
|
|
|
$ |
(7,770,850 |
) |
Mutual
funds
|
|
|
465,772
|
|
|
|
4,868,544
|
|
Net
appreciation (depreciation) in fair value of
investments
|
|
$ |
7,703,962
|
|
|
$ |
(2,902,306 |
) |
TRUSTMARK
401(k) PLAN
Notes
to Financial Statements
December
31, 2006 and 2005
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.
The
IRS
has determined and informed the Corporation by a letter dated November 19,
2001, that the Plan and related trust are designed in accordance with applicable
sections of the 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.
Trustmark
National Bank serves as the investment advisor for the Performance Funds
Trust
Mutual Funds. For the years ended December 31, 2006 and 2005, dividends of
$1,297,155 and $1,448,315 were received by the Plan from the
Corporation.
The
Corporation 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 Corporation or the Plan’s financial
statements.
(7)
|
Mergers
With Other Plans
|
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.
On
December 19, 2005, assets totaling $134,748 and $352,644 from the Barret
Bancorp 401(k) Plan and Somerville Bank & Trust Company 401(k) Plan,
respectively, were merged into the Plan. The sponsors of these plans are
subsidiaries of Trustmark Corporation.
Effective
January 1, 2007, the Corporation increased its employer matching contributions
to 100% of the first 6% of covered compensation. Effective February 1,
2007, the
Corporation named Federated Retirement Plan Services as custodian of the
Plan’s
assets.
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, 2006
|
|
|
|
|
|
|
|
|
|
|
|
Shares/Units
|
|
|
Current
|
Identity
of issuer
|
|
Description
|
|
Held
|
|
|
value
|
|
Money
market account:
|
|
|
|
|
|
|
|
|
|
Federated
|
|
|
Capital
Preservation Fund
|
|
11,886,965
|
u
|
$
|
14,506,568
|
|
|
Gartmore
|
|
|
Money
Market Institutional Fund
|
|
4,003,744
|
u
|
|
4,344,141
|
|
|
Prime
Management
|
|
Obligations
Capital Fund
|
|
776,863
|
s
|
|
776,863
|
|
|
Gartmore
|
|
|
Money
Market Security Fund
|
|
490
|
u
|
|
602
|
|
Fixed
income mutual funds:
|
|
|
|
|
|
|
|
*
|
|
Performance
Funds Trust
|
|
Short
Term Government Income Fund
|
|
182,854
|
s
|
|
1,777,336
|
*
|
|
Performance
Funds Trust
|
|
Intermediate
Term Government Income Fund
|
|
163,269
|
s
|
|
1,645,752
|
|
|
PIMCO
|
|
|
|
Total
Return Fund
|
|
124,126
|
s
|
|
1,288,423
|
|
|
Dreyfus
|
|
|
|
GNMA
Fund
|
|
32,074
|
s
|
|
458,331
|
|
Common
stock fund:
|
|
|
|
|
|
|
|
*
|
|
Trustmark
Corporation
|
|
Common
Stock Fund
|
|
1,441,102
|
s
|
|
47,138,446
|
|
Equity
mutual funds:
|
|
|
|
|
|
|
|
*
|
|
Performance
Funds Trust
|
|
Mid
Cap Equity Fund
|
|
828,950
|
s
|
|
10,046,878
|
*
|
|
Performance
Funds Trust
|
|
Large
Cap Equity Fund
|
|
816,790
|
s
|
|
9,188,892
|
*
|
|
Performance
Funds Trust
|
|
Leaders
Equity Fund
|
|
187,435
|
s
|
|
1,698,159
|
|
|
AIM
|
|
|
|
|
Dynamics
Fund
|
|
5,060
|
s
|
|
107,375
|
|
|
Dreyfus
|
|
|
|
Mid-Cap
Value Fund
|
|
137,264
|
s
|
|
4,403,412
|
|
|
Franklin
|
|
|
|
Balance
Sheet Investment Fund
|
|
83,855
|
s
|
|
5,593,961
|
|
|
Franklin
|
|
|
|
Mutual
Discovery Fund
|
|
245,247
|
s
|
|
7,394,203
|
|
|
Gartmore
|
|
|
Investor
Destinations Aggressive Services Fund
|
|
197,676
|
s
|
|
2,166,530
|
|
|
Gartmore
|
|
|
Investor
Destinations Conservative Services Fund
|
|
34,869
|
s
|
|
359,499
|
|
|
Gartmore
|
|
|
Investor
Destinations Moderate Services Fund
|
|
97,087
|
s
|
|
1,065,047
|
|
|
Gartmore
|
|
|
Investor
Destinations Moderately Aggressive Services Fund
|
|
235,011
|
s
|
|
2,606,267
|
|
|
Gartmore
|
|
|
Investor
Destinations Moderately Conservative Services Fund
|
39,552
|
s
|
|
417,664
|
|
|
Goldman
Sachs
|
|
CORE
Small Cap Equity Fund
|
|
316,387
|
s
|
|
4,536,982
|
|
|
Goldman
Sachs
|
|
Growth
Opportunity Fund
|
|
13,378
|
s
|
|
290,697
|
|
|
JP
Morgan
|
|
Mid-Cap
Value A Fund
|
|
105,511
|
s
|
|
2,717,963
|
|
|
Neuberger
|
|
|
High
Income Bond Fund
|
|
39,851
|
s
|
|
366,626
|
|
|
Neuberger
|
|
|
Neuberger
Berman Genesis Trust
|
|
115,035
|
s
|
|
5,490,641
|
|
|
Oppenheimer
|
|
Global
Fund
|
|
54,622
|
s
|
|
4,015,239
|
|
|
Van
Kampen
|
|
Equity
& Income Fund
|
|
928,946
|
s
|
|
8,471,983
|
|
|
Van
Kampen
|
|
Strategic
Growth Fund
|
|
20,070
|
s
|
|
857,610
|
|
|
T.
Rowe Price
|
|
Preferred
Growth Stock Fund
|
|
66,417
|
s
|
|
2,072,870
|
|
|
Templeton
|
|
|
Foreign
Fund
|
|
309,824
|
s
|
|
4,225,997
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
150,030,957
|
|
|
|
|
|
|
|
*
|
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 report of independent registered public accounting
firm.
|
|
|
|
|
|
Signatures
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
/s/
Louis
E. Greer
__________________________________________
Louis
E.
Greer
Treasurer
and Principal Financial Officer
June
21,
2007