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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2019, there were 64,260,163 shares outstanding of the registrant’s common stock (no par value).

Certain statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “seek,” “continue,” “could,” “would,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements include, but are not limited to, statements relating to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things, and encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions underlying these forward-looking statements. You should be aware that the occurrence of the events described under the caption “Risk Factors” in Trustmark’s filings with the Securities and Exchange Commission could have an adverse effect on our business, results of operations and financial condition. 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.

Risks that could cause actual results to differ materially from current expectations of Management include, but are not limited to, changes in the level of nonperforming assets and charge-offs, local, state and national economic and market conditions, including potential market impacts of efforts by the Board of Governors of the Federal Reserve System (FRB) to reduce the size of its balance sheet, conditions in the housing and real estate markets in the regions in which Trustmark operates and the extent and duration of the current volatility in the credit and financial markets as well as crude oil prices, changes in our ability to measure the fair value of assets in our portfolio, material changes in the level and/or volatility of market interest rates, the performance and demand for the products and services we offer, including the level and timing of withdrawals from our deposit accounts, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, our ability to attract noninterest-bearing deposits and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and acquisitions, economic conditions, including the potential impact of issues relating to the European financial system and monetary and other governmental actions designed to address credit, securities, and/or commodity markets, the enactment of legislation and changes in existing regulations or enforcement practices or the adoption of new regulations, changes in accounting standards and practices, including changes in the interpretation of existing standards, that affect our consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or condition of our borrowers, changes in our ability to control expenses, greater than expected costs or difficulties related to the integration of acquisitions or new products and lines of business, cyber-attacks and other breaches which could affect our information system security, natural disasters, environmental disasters, acts of war or terrorism, and other risks described in our filings with the Securities and Exchange Commission.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the result of new information, future events or developments or otherwise.

	(Unaudited)
	September 30, 2019			December 31, 2018
Assets
Cash and due from banks (noninterest-bearing)	$	486,263		$	349,561
Federal funds sold and securities purchased under reverse repurchase agreements		—			830
Securities available for sale (at fair value)		1,553,705			1,811,813
Securities held to maturity (fair value: $794,685-2019; $889,733-2018)		785,422			909,643
Loans held for sale (LHFS)		292,800			153,799
Loans held for investment (LHFI)		9,223,668			8,835,868
Less allowance for loan losses, LHFI		83,226			79,290
Net LHFI		9,140,442			8,756,578
Acquired loans		81,004			106,932
Less allowance for loan losses, acquired loans		1,249			1,231
Net acquired loans		79,755			105,701
Net LHFI and acquired loans		9,220,197			8,862,279
Premises and equipment, net		188,423			178,668
Mortgage servicing rights		73,016			95,596
Goodwill		379,627			379,627
Identifiable intangible assets, net		8,345			11,112
Other real estate		31,974			34,668
Operating lease right-of-use assets		33,180			—
Other assets		531,834			498,864
Total Assets	$	13,584,786		$	13,286,460

Liabilities
Deposits:
Noninterest-bearing	$	3,064,127		$	2,937,594
Interest-bearing		8,190,056			8,426,817
Total deposits		11,254,183			11,364,411
Federal funds purchased and securities sold under repurchase agreements		376,712			50,471
Other borrowings		76,685			79,885
Junior subordinated debt securities		61,856			61,856
Operating lease liabilities		34,319			—
Other liabilities		135,669			138,384
Total Liabilities		11,939,424			11,695,007

Shareholders' Equity
Common stock, no par value:
Authorized: 250,000,000 shares Issued and outstanding: 64,262,779 shares - 2019; 65,834,395 shares - 2018		13,390			13,717
Capital surplus		257,370			309,545
Retained earnings		1,395,460			1,323,870
Accumulated other comprehensive loss, net of tax		(20,858	)		(55,679	)
Total Shareholders' Equity		1,645,362			1,591,453
Total Liabilities and Shareholders' Equity	$	13,584,786		$	13,286,460

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019		2018
Interest Income
Interest and fees on LHFS & LHFI	$	113,285		$	102,980		$	331,820	$	291,362
Interest and fees on acquired loans		2,309			4,033			6,235		13,932
Interest on securities:
Taxable		13,184			16,186			41,765		50,586
Tax exempt		383			518			1,329		1,748
Interest on federal funds sold and securities purchased under reverse repurchase agreements		23			3			239		10
Other interest income		1,044			1,050			4,467		3,038
Total Interest Income		130,228			124,770			385,855		360,676
Interest Expense
Interest on deposits		20,385			14,972			61,455		36,602
Interest on federal funds purchased and securities sold under repurchase agreements		547			1,348			916		3,260
Other interest expense		830			1,467			2,486		6,574
Total Interest Expense		21,762			17,787			64,857		46,436
Net Interest Income		108,466			106,983			320,998		314,240
Provision for loan losses, LHFI		3,039			8,673			7,136		15,801
Provision for loan losses, acquired loans		(140	)		(467	)		44		(758	)
Net Interest Income After Provision for Loan Losses		105,567			98,777			313,818		299,197
Noninterest Income
Service charges on deposit accounts		11,065			11,075			31,709		32,579
Bank card and other fees		8,349			7,459			23,544		21,155
Mortgage banking, net		8,171			8,647			21,908		28,958
Insurance commissions		11,072			10,765			33,032		30,919
Wealth management		7,691			7,789			22,916		22,834
Other, net		1,989			1,358			6,358		4,832
Security gains (losses), net		—			—			—		—
Total Noninterest Income		48,337			47,093			139,467		141,277
Noninterest Expense
Salaries and employee benefits		62,495			60,847			185,398		179,297
Services and fees		18,838			16,404			53,815		48,472
Net occupancy - premises		6,831			6,910			19,688		19,962
Equipment expense		5,971			6,200			17,853		18,501
Other real estate expense, net		531			1,168			2,415		1,941
FDIC assessment expense		1,400			1,999			4,994		7,532
Other expense		10,787			11,695			34,812		35,783
Total Noninterest Expense		106,853			105,223			318,975		311,488
Income Before Income Taxes		47,051			40,647			134,310		128,986
Income taxes		6,016			4,394			17,796		16,090
Net Income	$	41,035		$	36,253		$	116,514	$	112,896

Earnings Per Share
Basic	$	0.64		$	0.54		$	1.80	$	1.67
Diluted	$	0.64		$

Mississippi		64-0471500
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

248 East Capitol Street, Jackson, Mississippi		39201
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	TRMK	Nasdaq Global Select Market


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

Section 1: 10-Q (10-Q)