8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 22, 2014

Date of Report (Date of earliest event reported)

TRUSTMARK CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi	000-03683	64-0471500
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

248 East Capitol Street, Jackson, Mississippi	39201
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(601) 208-5111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On April 22, 2014, Trustmark Corporation issued a press release announcing its financial results for the period ended March 31, 2014. This press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibits
99.1		Press release announcing financial results for the period ended March 31, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUSTMARK CORPORATION

BY:	/s/ Louis E. Greer
	Louis E. Greer
	Treasurer and Principal Financial Officer
DATE:	April 22, 2014

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1		Press release announcing financial results for the period ended March 31, 2014

EX-99.1

  News Release

Trustmark Corporation Announces First Quarter 2014 Financial Results

JACKSON, Miss. – April 22, 2014 – Trustmark Corporation (NASDAQ:TRMK) reported net income of $29.0 million in the first quarter of 2014, which represented diluted earnings per share of $0.43, an increase of 2.4% from the prior quarter and 13.2% compared to one year earlier.  Trustmark’s performance during the first three months of 2014 produced a return on average tangible equity of 12.93% and a return on average assets of 0.99%.  Trustmark’s Board of Directors declared a quarterly cash dividend of $0.23 per share payable June 15, 2014, to shareholders of record on June 1, 2014.

Gerard R. Host, President and CEO, stated, “Trustmark continued to achieve solid financial results in the first quarter, reflecting the fourth consecutive quarter of growth in our legacy loan portfolio as well as continued improvement in credit quality.  Expansion of our net interest margin excluding acquired loans coupled with solid growth in noninterest income and disciplined expense management was a great way to begin the year.  Thanks to our associates, solid profitability and strong capital base, Trustmark remains well-positioned to continue meeting the needs of our customers and creating value for our shareholders as we enter our 125th year.”

Balance Sheet Management

·   Loans held for investment increased at an annualized rate of 8.8% in the first quarter

·   Net interest margin (FTE) was 3.92%; excluding acquired loans, net interest margin (FTE) expanded 4 basis points to 3.52% in the first quarter

·   Noninterest-bearing deposits increased $215.8 million to represent 28.4% of total deposits

Loans held for investment totaled $5.9 billion at March 31, 2014, an increase of $124.9 million, or 2.2% (8.8% annualized), from the prior quarter and $392.0 million, or 7.1%, from one year earlier.  During the first quarter, commercial and industrial loans increased $49.8 million as growth in Trustmark’s Mississippi, Alabama and Florida markets more than offset declines in Texas and Tennessee.  Trustmark’s single-family mortgage portfolio increased $48.2 million, as growth in Mississippi, Alabama and Florida was offset in part by declines in Tennessee and Texas.  Commercial real estate loans increased $46.8 million, reflecting growth throughout Trustmark’s five-state franchise.  Trustmark’s construction and consumer lending portfolios remained relatively flat.   Other loans declined $14.4 million as growth in Alabama was more than offset by reductions in Trustmark’s other geographic markets.

Acquired loans totaled $746.3 million at March 31, 2014, down $57.9 million from the prior quarter.  Collectively, loans held for investment and acquired loans totaled $6.7 billion at March 31, 2014, up $67.0 million from the prior quarter.

Net interest income (FTE) in the first quarter totaled $98.7 million, resulting in a net interest margin of 3.92%.  Relative to the prior quarter, interest income (FTE) declined $7.4 million due principally to a $5.5 million decline in recoveries on acquired loans.  The yield on acquired loans totaled 8.67% and included recoveries on loan pay-offs of $3.8 million, which represented approximately 1.97% of the total acquired annualized loan yield in the first quarter.  Excluding acquired loans, the net interest margin in the first quarter totaled 3.52% compared to 3.48% in the prior quarter.

Trustmark’s solid capital position reflects the consistent profitability of its diversified financial services businesses as well as prudent balance sheet management.  At March 31, 2014, Trustmark’s tangible equity to tangible assets ratio was 8.31% while the total risk-based capital ratio was 14.34%, significantly exceeding the 10.00% benchmark to be classified as “well-capitalized.”  Trustmark’s solid capital base provides the opportunity to support organic loan growth in an improving economy and enhance long-term shareholder value.

Credit Quality

·   Significant reduction in classified and criticized loan balances

·   Nonperforming loans declined 1.9% during the quarter

·   Improved credit quality reflected in net recoveries and negative provisioning in the first quarter

Nonperforming loans totaled $64.0 million at March 31, 2014, a decline of 1.9% from the prior quarter and 23.2% from the prior year.  Foreclosed other real estate totaled $111.5 million, an increase of $5.0 million, or 4.7%, from the prior quarter.  Relative to levels one year earlier, other real estate decreased $6.9 million.

Net recoveries during the first quarter of 2014 totaled $1.9 million and represented -0.13% of average loans.  This compares favorably to net charge-offs in the prior quarter of $201 thousand, or 0.01% of average loans, and to net recoveries in the prior year of $1.1 million, or -0.08% of average loans.  The provision for loan losses for loans held for investment was a negative $805 thousand in the first quarter of 2014, reflecting the net recovery position and improved credit quality.

During the first quarter, Trustmark experienced a decline of $7.0 million, or 3.2%, in classified loans and a decline of $7.1 million, or 2.8%, in criticized loans relative to the prior quarter. Relative to the prior year, classified loan balances decreased $20.2 million, or 8.6%, while criticized loan balances decreased $63.2 million, or 20.2%.

Allocation of Trustmark’s $67.5 million allowance for loan losses represented 1.33% of commercial loans and 0.65% of consumer and home mortgage loans, resulting in an allowance to total loans held for investment of 1.14% at March 31, 2014, which represents a level management considers commensurate with the inherent risk in the loan portfolio. The allowance for loan losses represented 180.86% of nonperforming loans, excluding impaired loans.

All of the above credit metrics exclude acquired loans and other real estate covered by FDIC loss-share agreement.

Noninterest Income

·   Noninterest income totaled $44.1 million, up 14.0% from the prior quarter

·   Insurance revenue expanded to $8.1 million, an increase of 10.3% from the prior quarter

·   Mortgage banking revenue increased to $6.8 million

Noninterest income totaled $44.1 million in the first quarter, an increase of $5.4 million from the prior quarter.  This improvement resulted in part from a decrease in partnership amortization of $2.6 million related to tax credit investments as well as a decrease of $1.7 million in the net reduction of the FDIC indemnification asset primarily resulting from the re-estimation of cash flows and loan payoffs.  Each of these items was included in other noninterest income.

Service charges on deposit accounts totaled $11.6 million in the first quarter, a decrease of $1.5 million, or 11.8%, from the prior quarter primarily resulting from a seasonal reduction in NSF and overdraft fees.  Bank card and other fees totaled $9.1 million in the first quarter, down $499 thousand from the prior quarter, reflecting a seasonal decline in interchange income as well as reduced commercial credit-related fee income.

Mortgage loan production in the first quarter totaled $230.3 million, down 16.6% from the prior quarter, reflecting the decline in refinance activity following an extended low interest rate environment.  Despite the decline in production, mortgage banking revenue increased $1.6 million in the first quarter to total $6.8 million due principally to increased positive mortgage serving hedge ineffectiveness.

As a result of increased group health and commercial property and casualty business, insurance revenue in the first quarter totaled $8.1 million, an increase of 10.3% from the prior quarter.  Wealth management revenue remained stable during the quarter at $8.1 million.

Noninterest Expense

·   Noninterest expense totaled $101.6 million, down 3.1% from the prior quarter

·   Routine noninterest expense remained well-controlled

Noninterest expense totaled $101.6 million in the first quarter; excluding ORE and intangible amortization of $5.6 million, noninterest expense during the first quarter totaled $96.0 million, a decrease of $3.4 million from comparable expenses in the prior quarter.  Salaries and benefits expense remained well-controlled and totaled $56.7 million in the first quarter, unchanged from the prior quarter.  Services and fees decreased $1.3 million principally due to lower legal and professional service fees.  Other expense decreased $2.2 million relative to the prior quarter, reflecting in part lower mortgage loan and miscellaneous expenses.

At the close of business on December 31, 2013, Trustmark consolidated its wholly owned subsidiary, Somerville Bank & Trust Company, into Trustmark National Bank.  This consolidation will enhance productivity and efficiency with the elimination of duplicate functions and operating systems as well as support revenue growth with the addition of a broader product line.  Trustmark is committed to investments to support profitable revenue growth as well as reengineering and efficiency opportunities to enhance shareholder value.

Additional Information

As previously announced, Trustmark will conduct a conference call with analysts on Wednesday, April 23, 2014 at 10:00 a.m. Central Time to discuss the Corporation’s financial results.  Interested parties may listen to the conference call by dialing (877) 317-6789, passcode 10008303, or by clicking on the link provided under the Investor Relations section of our website at www.trustmark.com.  A replay of the conference call will also be available through Wednesday, May 14, 2014, in archived format at the same web address or by calling (877) 344-7529, passcode 10008303.

Trustmark Corporation is a financial services company providing banking and financial solutions through 209 offices in Alabama, Florida, Mississippi, Tennessee and Texas.

Forward-Looking Statements

Certain statements contained in this document 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,” “potential,” “continue,” “could,” “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 the extent and duration of the current volatility in the credit and financial markets, 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 the European financial crisis on the U.S. economy and the markets we serve, and monetary and other governmental actions designed to address the level and volatility of interest rates and the volatility of securities, currency and other 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, changes in our compensation and benefit plans, greater than expected costs or difficulties related to the integration of acquisitions or new products and lines of business, 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.

Trustmark Investor Contacts:                                                                                                

Louis E. Greer                                                                                                           

Treasurer and

Principal Financial Officer                                                                                                            

601-208-2310

F. Joseph Rein, Jr.

Senior Vice President

601-208-6898

Trustmark Media Contact:

Melanie A. Morgan

Senior Vice President

601-208-2979

  TRUSTMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION March 31, 2014 ($ in thousands) (unaudited)

										Linked Quarter						Year over Year
QUARTERLY AVERAGE BALANCES	3/31/2014			12/31/2013			3/31/2013			$ Change			% Change			$ Change			% Change
Securities AFS-taxable	$	2,136,392		$	3,026,186		$	2,836,051		$	(889,794	)		-29.4	%	$	(699,659	)		-24.7	%
Securities AFS-nontaxable		149,744			160,989			167,773			(11,245	)		-7.0	%		(18,029	)		-10.7	%
Securities HTM-taxable		1,118,747			265,792			48,632			852,955			n/m			1,070,115			n/m
Securities HTM-nontaxable		31,039			21,172			16,648			9,867			46.6	%		14,391			86.4	%
Total securities		3,435,922			3,474,139			3,069,104			(38,217	)		-1.1	%		366,818			12.0	%
Loans (including loans held for sale)		5,950,720			5,847,557			5,741,340			103,163			1.8	%		209,380			3.6	%
Acquired loans:
Noncovered loans		751,723			812,426			530,643			(60,703	)		-7.5	%		221,080			41.7	%
Covered loans		33,805			34,640			49,815			(835	)		-2.4	%		(16,010	)		-32.1	%
Fed funds sold and rev repos		6,460			11,094			6,618			(4,634	)		-41.8	%		(158	)		-2.4	%
Other earning assets		36,820			32,118			34,661			4,702			14.6	%		2,159			6.2	%
Total earning assets		10,215,450			10,211,974			9,432,181			3,476			0.0	%		783,269			8.3	%
Allowance for loan losses		(79,736	)		(78,742	)		(86,447	)		(994	)		1.3	%		6,711			-7.8	%
Cash and due from banks		407,078			275,051			270,740			132,027			48.0	%		136,338			50.4	%
Other assets		1,376,024			1,360,712			1,183,493			15,312			1.1	%		192,531			16.3	%
Total assets	$	11,918,816		$	11,768,995		$	10,799,967		$	149,821			1.3	%	$	1,118,849			10.4	%
Interest-bearing demand deposits	$	1,900,504		$	1,803,956		$	1,703,336		$	96,548			5.4	%	$	197,168			11.6	%
Savings deposits		3,193,098			2,952,472			2,767,747			240,626			8.1	%		425,351			15.4	%
Time deposits less than $100,000		1,280,513			1,344,488			1,268,619			(63,975	)		-4.8	%		11,894			0.9	%
Time deposits of $100,000 or more		947,509			961,075			893,104			(13,566	)		-1.4	%		54,405			6.1	%
Total interest-bearing deposits		7,321,624			7,061,991			6,632,806			259,633			3.7	%		688,818			10.4	%
Fed funds purchased and repos		282,816			361,758			266,958			(78,942	)		-21.8	%		15,858			5.9	%
Short-term borrowings		65,010			63,531			66,999			1,479			2.3	%		(1,989	)		-3.0	%
Long-term FHLB advances		8,406			8,507			4,580			(101	)		-1.2	%		3,826			83.5	%
Subordinated notes		49,907			49,898			49,874			9			0.0	%		33			0.1	%
Junior subordinated debt securities		61,856			61,856			77,989			-			0.0	%		(16,133	)		-20.7	%
Total interest-bearing liabilities		7,789,619			7,607,541			7,099,206			182,078			2.4	%		690,413			9.7	%
Noninterest-bearing deposits		2,630,785			2,611,209			2,199,043			19,576			0.7	%		431,742			19.6	%
Other liabilities		130,749			203,270			176,210			(72,521	)		-35.7	%		(45,461	)		-25.8	%
Total liabilities		10,551,153			10,422,020			9,474,459			129,133			1.2	%		1,076,694			11.4	%
Shareholders' equity		1,367,663			1,346,975			1,325,508			20,688			1.5	%		42,155			3.2	%
Total liabilities and equity	$	11,918,816		$	11,768,995		$	10,799,967		$	149,821			1.3	%	$	1,118,849			10.4	%
										Linked Quarter						Year over Year
PERIOD END BALANCES	3/31/2014			12/31/2013			3/31/2013			$ Change			% Change			$ Change			% Change
Cash and due from banks	$	423,819		$	345,761		$	242,896		$	78,058			22.6	%	$	180,923			74.5	%
Fed funds sold and rev repos		-			7,253			5,926			(7,253	)		-100.0	%		(5,926	)		-100.0	%
Securities available for sale		2,382,441			2,194,154			3,546,083			188,287			8.6	%		(1,163,642	)		-32.8	%
Securities held to maturity		1,155,569			1,168,728			73,666			(13,159	)		-1.1	%		1,081,903			n/m
Loans held for sale (LHFS)		120,446			149,169			207,758			(28,723	)		-19.3	%		(87,312	)		-42.0	%
Loans held for investment (LHFI)		5,923,766			5,798,881			5,531,788			124,885			2.2	%		391,978			7.1	%
Allowance for loan losses		(67,518	)		(66,448	)		(76,900	)		(1,070	)		1.6	%		9,382			-12.2	%
Net LHFI		5,856,248			5,732,433			5,454,888			123,815			2.2	%		401,360			7.4	%
Acquired loans:
Noncovered loans		713,647			769,990			1,003,127			(56,343	)		-7.3	%		(289,480	)		-28.9	%
Covered loans		32,670			34,216			47,589			(1,546	)		-4.5	%		(14,919	)		-31.3	%
Allowance for loan losses, acquired loans		(10,540	)		(9,636	)		(6,458	)		(904	)		9.4	%		(4,082	)		63.2	%
Net acquired loans		735,777			794,570			1,044,258			(58,793	)		-7.4	%		(308,481	)		-29.5	%
Net LHFI and acquired loans		6,592,025			6,527,003			6,499,146			65,022			1.0	%		92,879			1.4	%
Premises and equipment, net		203,771			207,283			210,789			(3,512	)		-1.7	%		(7,018	)		-3.3	%
Mortgage servicing rights		67,614			67,834			51,529			(220	)		-0.3	%		16,085			31.2	%
Goodwill		365,500			372,851			366,366			(7,351	)		-2.0	%		(866	)		-0.2	%
Identifiable intangible assets		39,697			41,990			49,361			(2,293	)		-5.5	%		(9,664	)		-19.6	%
Other real estate, excluding covered other real estate		111,536			106,539			118,406			4,997			4.7	%		(6,870	)		-5.8	%
Covered other real estate		4,759			5,108			5,879			(349	)		-6.8	%		(1,120	)		-19.1	%
FDIC indemnification asset		13,487			14,347			20,198			(860	)		-6.0	%		(6,711	)		-33.2	%
Other assets		576,390			582,363			452,512			(5,973	)		-1.0	%		123,878			27.4	%
Total assets	$	12,057,054		$	11,790,383		$	11,850,515		$	266,671			2.3	%	$	206,539			1.7	%
Deposits:
Noninterest-bearing	$	2,879,341		$	2,663,503		$	2,534,287		$	215,838			8.1	%	$	345,054			13.6	%
Interest-bearing		7,242,778			7,196,399			7,375,144			46,379			0.6	%		(132,366	)		-1.8	%
Total deposits		10,122,119			9,859,902			9,909,431			262,217			2.7	%		212,688			2.1	%
Fed funds purchased and repos		259,341			251,587			219,769			7,754			3.1	%		39,572			18.0	%
Short-term borrowings		59,671			66,385			46,325			(6,714	)		-10.1	%		13,346			28.8	%
Long-term FHLB advances		8,341			8,458			10,969			(117	)		-1.4	%		(2,628	)		-24.0	%
Subordinated notes		49,912			49,904			49,879			8			0.0	%		33			0.1	%
Junior subordinated debt securities		61,856			61,856			94,856			-			0.0	%		(33,000	)		-34.8	%
Other liabilities		121,919			137,338			166,340			(15,419	)		-11.2	%		(44,421	)		-26.7	%
Total liabilities		10,683,159			10,435,430			10,497,569			247,729			2.4	%		185,590			1.8	%
Common stock		14,051			14,038			13,992			13			0.1	%		59			0.4	%
Capital surplus		352,402			349,680			342,233			2,722			0.8	%		10,169			3.0	%
Retained earnings		1,045,939			1,034,966			991,012			10,973			1.1	%		54,927			5.5	%
Accum other comprehensive
(loss) income, net of tax		(38,497	)		(43,731	)		5,709			5,234			-12.0	%		(44,206	)		n/m
Total shareholders' equity		1,373,895			1,354,953			1,352,946			18,942			1.4	%		20,949			1.5	%
Total liabilities and equity	$	12,057,054		$	11,790,383		$	11,850,515		$	266,671			2.3	%	$	206,539			1.7	%
n/m - percentage changes greater than +/- 100% are considered not meaningful
See Notes to Consolidated Financials

  TRUSTMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION March 31, 2014 ($ in thousands except per share data) (unaudited)

	Quarter Ended									Linked Quarter						Year over Year
INCOME STATEMENTS	3/31/2014			12/31/2013			3/31/2013			$ Change			% Change			$ Change			% Change
Interest and fees on LHFS & LHFI-FTE	$	66,185		$	67,038		$	67,412		$	(853	)		-1.3	%	$	(1,227	)		-1.8	%
Interest and fees on acquired loans		16,786			23,384			12,782			(6,598	)		-28.2	%		4,004			31.3	%
Interest on securities-taxable		19,220			19,078			16,539			142			0.7	%		2,681			16.2	%
Interest on securities-tax exempt-FTE		1,920			1,963			2,018			(43	)		-2.2	%		(98	)		-4.9	%
Interest on fed funds sold and rev repos		5			14			4			(9	)		-64.3	%		1			25.0	%
Other interest income		375			367			355			8			2.2	%		20			5.6	%
Total interest income-FTE		104,491			111,844			99,110			(7,353	)		-6.6	%		5,381			5.4	%
Interest on deposits		4,365			4,768			4,909			(403	)		-8.5	%		(544	)		-11.1	%
Interest on fed funds pch and repos		76			104			81			(28	)		-26.9	%		(5	)		-6.2	%
Other interest expense		1,363			1,370			1,490			(7	)		-0.5	%		(127	)		-8.5	%
Total interest expense		5,804			6,242			6,480			(438	)		-7.0	%		(676	)		-10.4	%
Net interest income-FTE		98,687			105,602			92,630			(6,915	)		-6.5	%		6,057			6.5	%
Provision for loan losses, LHFI		(805	)		(1,983	)		(2,968	)		1,178			-59.4	%		2,163			-72.9	%
Provision for loan losses, acquired loans		63			4,169			130			(4,106	)		-98.5	%		(67	)		-51.5	%
Net interest income after provision-FTE		99,429			103,416			95,468			(3,987	)		-3.9	%		3,961			4.1	%
Service charges on deposit accounts		11,568			13,114			11,681			(1,546	)		-11.8	%		(113	)		-1.0	%
Insurance commissions		8,097			7,343			7,242			754			10.3	%		855			11.8	%
Wealth management		8,135			8,145			6,875			(10	)		-0.1	%		1,260			18.3	%
Bank card and other fees		9,081			9,580			7,945			(499	)		-5.2	%		1,136			14.3	%
Mortgage banking, net		6,829			5,186			11,583			1,643			31.7	%		(4,754	)		-41.0	%
Other, net		(21	)		(4,802	)		(1,191	)		4,781			-99.6	%		1,170			-98.2	%
Nonint inc-excl sec gains (losses), net		43,689			38,566			44,135			5,123			13.3	%		(446	)		-1.0	%
Security gains (losses), net		389			107			204			282			n/m			185			90.7	%
Total noninterest income		44,078			38,673			44,339			5,405			14.0	%		(261	)		-0.6	%
Salaries and employee benefits		56,726			56,687			53,592			39			0.1	%		3,134			5.8	%
Services and fees		13,165			14,476			13,032			(1,311	)		-9.1	%		133			1.0	%
Net occupancy-premises		6,606			6,659			5,955			(53	)		-0.8	%		651			10.9	%
Equipment expense		6,138			6,400			5,674			(262	)		-4.1	%		464			8.2	%
FDIC assessment expense		2,416			2,228			2,021			188			8.4	%		395			19.5	%
ORE/Foreclosure expense		3,315			3,009			3,820			306			10.2	%		(505	)		-13.2	%
Other expense		13,252			15,408			18,051			(2,156	)		-14.0	%		(4,799	)		-26.6	%
Total noninterest expense		101,618			104,867			102,145			(3,249	)		-3.1	%		(527	)		-0.5	%
Income before income taxes and tax eq adj		41,889			37,222			37,662			4,667			12.5	%		4,227			11.2	%
Tax equivalent adjustment		3,783			3,747			3,655			36			1.0	%		128			3.5	%
Income before income taxes		38,106			33,475			34,007			4,631			13.8	%		4,099			12.1	%
Income taxes		9,103			5,436			9,141			3,667			67.5	%		(38	)		-0.4	%
Net income	$	29,003		$	28,039		$	24,866		$	964			3.4	%	$	4,137			16.6	%
Per share data
Earnings per share - basic	$	0.43		$	0.42		$	0.38		$	0.01			2.4	%	$	0.05			13.2	%
Earnings per share - diluted	$	0.43		$	0.42		$	0.38		$	0.01			2.4	%	$	0.05			13.2	%
Dividends per share	$	0.23		$	0.23		$	0.23		$	-			0.0	%	$	-			0.0	%
Weighted average shares outstanding
Basic		67,410,147			67,249,877			65,983,204
Diluted		67,550,483			67,449,778			66,149,656
Period end shares outstanding		67,439,562			67,372,980			67,151,087
OTHER FINANCIAL DATA
Return on equity		8.60	%		8.26	%		7.61	%
Return on average tangible equity		12.93	%		12.59	%		10.82	%
Return on assets		0.99	%		0.95	%		0.93	%
Interest margin - Yield - FTE		4.15	%		4.35	%		4.26	%
Interest margin - Cost		0.23	%		0.24	%		0.28	%
Net interest margin - FTE		3.92	%		4.10	%		3.98	%
Efficiency ratio (1)		68.32	%		68.38	%		65.77	%
Full-time equivalent employees		3,114			3,110			3,164
STOCK PERFORMANCE
Market value-Close	$	25.35		$	26.84		$	25.01
Book value	$	20.37		$	20.11		$	20.15
Tangible book value	$	14.36		$	13.95		$	13.96
(1) - The efficiency ratio is noninterest expense to total net interest income (FTE) and noninterest income, excluding security gains (losses), amortization of
partnership tax credits, amortization of purchased intangibles, and nonroutine income and expense items.
n/m - percentage changes greater than +/- 100% are considered not meaningful
See Notes to Consolidated Financials

  TRUSTMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION March 31, 2014 ($ in thousands) (unaudited)

	Quarter Ended									Linked Quarter						Year over Year
NONPERFORMING ASSETS(1)	3/31/2014			12/31/2013			3/31/2013			$ Change			% Change			$ Change			% Change
Nonaccrual loans
Alabama	$	96		$	14		$	-		$	82			n/m		$	96			n/m
Florida		9,956			12,278			14,046			(2,322	)		-18.9	%		(4,090	)		-29.1	%
Mississippi (2)		44,168			42,307			46,697			1,861			4.4	%		(2,529	)		-5.4	%
Tennessee (3)		5,206			4,390			4,877			816			18.6	%		329			6.7	%
Texas		4,572			6,249			17,702			(1,677	)		-26.8	%		(13,130	)		-74.2	%
Total nonaccrual loans		63,998			65,238			83,322			(1,240	)		-1.9	%		(19,324	)		-23.2	%
Other real estate
Alabama		24,103			25,912			28,870			(1,809	)		-7.0	%		(4,767	)		-16.5	%
Florida		42,013			34,480			30,662			7,533			21.8	%		11,351			37.0	%
Mississippi (2)		22,287			22,766			26,457			(479	)		-2.1	%		(4,170	)		-15.8	%
Tennessee (3)		13,000			12,892			18,339			108			0.8	%		(5,339	)		-29.1	%
Texas		10,133			10,489			14,078			(356	)		-3.4	%		(3,945	)		-28.0	%
Total other real estate		111,536			106,539			118,406			4,997			4.7	%		(6,870	)		-5.8	%
Total nonperforming assets	$	175,534		$	171,777		$	201,728		$	3,757			2.2	%	$	(26,194	)		-13.0	%
LOANS PAST DUE OVER 90 DAYS(4)
LHFI	$	1,870		$	3,298		$	2,772		$	(1,428	)		-43.3	%	$	(902	)		-32.5	%
LHFS-Guaranteed GNMA serviced loans
(no obligation to repurchase)	$	20,109		$	21,540		$	4,469		$	(1,431	)		-6.6	%	$	15,640			n/m
	Quarter Ended									Linked Quarter						Year over Year
ALLOWANCE FOR LOAN LOSSES (4)	3/31/2014			12/31/2013			3/31/2013			$ Change			% Change			$ Change			% Change
Beginning Balance	$	66,448		$	68,632		$	78,738		$	(2,184	)		-3.2	%	$	(12,290	)		-15.6	%
Provision for loan losses		(805	)		(1,983	)		(2,968	)		1,178			-59.4	%		2,163			-72.9	%
Charge-offs		(3,016	)		(3,305	)		(3,325	)		289			-8.7	%		309			-9.3	%
Recoveries		4,891			3,104			4,455			1,787			57.6	%		436			9.8	%
Net recoveries (charge-offs)		1,875			(201	)		1,130			2,076			n/m			745			65.9	%
Ending Balance	$	67,518		$	66,448		$	76,900		$	1,070			1.6	%	$	(9,382	)		-12.2	%
PROVISION FOR LOAN LOSSES (4)
Alabama	$	472		$	332		$	676		$	140			42.2	%	$	(204	)		-30.2	%
Florida		(3,499	)		(2,350	)		(3,675	)		(1,149	)		48.9	%		176			-4.8	%
Mississippi (2)		1,983			3,336			(1,920	)		(1,353	)		-40.6	%		3,903			n/m
Tennessee (3)		(915	)		(117	)		(378	)		(798	)		n/m			(537	)		n/m
Texas		1,154			(3,184	)		2,329			4,338			n/m			(1,175	)		-50.5	%
Total provision for loan losses	$	(805	)	$	(1,983	)	$	(2,968	)	$	1,178			-59.4	%	$	2,163			-72.9	%
NET CHARGE-OFFS (4)
Alabama	$	55		$	74		$	11		$	(19	)		-25.7	%	$	44			n/m
Florida		(2,524	)		(634	)		(849	)		(1,890	)		n/m			(1,675	)		n/m
Mississippi (2)		676			393			(290	)		283			72.0	%		966			n/m
Tennessee (3)		(1	)		506			249			(507	)		n/m			(250	)		n/m
Texas		(81	)		(138	)		(251	)		57			-41.3	%		170			-67.7	%
Total net (recoveries) charge-offs	$	(1,875	)	$	201		$	(1,130	)	$	(2,076	)		n/m		$	(745	)		65.9	%
CREDIT QUALITY RATIOS(1)
Net charge offs/average loans		-0.13	%		0.01	%		-0.08	%
Provision for loan losses/average loans		-0.05	%		-0.13	%		-0.21	%
Nonperforming loans/total loans (incl LHFS)		1.06	%		1.10	%		1.45	%
Nonperforming assets/total loans (incl LHFS)		2.90	%		2.89	%		3.51	%
Nonperforming assets/total loans (incl LHFS) +ORE		2.85	%		2.84	%		3.44	%
ALL/total loans (excl LHFS)		1.14	%		1.15	%		1.39	%
ALL-commercial/total commercial loans		1.33	%		1.30	%		1.56	%
ALL-consumer/total consumer and home mortgage loans		0.65	%		0.75	%		0.94	%
ALL/nonperforming loans		105.50	%		101.86	%		92.29	%
ALL/nonperforming loans -
(excl impaired loans)		180.86	%		190.70	%		145.83	%
CAPITAL RATIOS
Total equity/total assets		11.39	%		11.49	%		11.42	%
Tangible equity/tangible assets		8.31	%		8.26	%		8.20	%
Tangible equity/risk-weighted assets		12.08	%		11.88	%		11.92	%
Tier 1 leverage ratio		9.14	%		9.06	%		9.83	%
Tier 1 common risk-based capital ratio		12.37	%		12.21	%		11.79	%
Tier 1 risk-based capital ratio		13.11	%		12.97	%		12.97	%
Total risk-based capital ratio		14.34	%		14.18	%		14.42	%
(1) - Excludes Acquired Loans and Covered Other Real Estate
(2) - Mississippi includes Central and Southern Mississippi Regions
(3) - Tennessee includes Memphis, Tennessee and Northern Mississippi Regions
(4) - Excludes Acquired Loans
n/m - percentage changes greater than +/- 100% are considered not meaningful
See Notes to Consolidated Financials

  TRUSTMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION March 31, 2014 ($ in thousands) (unaudited)

	Quarter Ended
AVERAGE BALANCES	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Securities AFS-taxable	$	2,136,392		$	3,026,186		$	3,279,606		$	3,259,086		$	2,836,051
Securities AFS-nontaxable		149,744			160,989			172,055			171,974			167,773
Securities HTM-taxable		1,118,747			265,792			59,168			59,678			48,632
Securities HTM-nontaxable		31,039			21,172			11,024			11,520			16,648
Total securities		3,435,922			3,474,139			3,521,853			3,502,258			3,069,104
Loans (including loans held for sale)		5,950,720			5,847,557			5,784,170			5,735,296			5,741,340
Acquired loans:
Noncovered loans		751,723			812,426			888,883			949,367			530,643
Covered loans		33,805			34,640			39,561			43,425			49,815
Fed funds sold and rev repos		6,460			11,094			8,978			6,808			6,618
Other earning assets		36,820			32,118			38,226			34,752			34,661
Total earning assets		10,215,450			10,211,974			10,281,671			10,271,906			9,432,181
Allowance for loan losses		(79,736	)		(78,742	)		(79,696	)		(84,574	)		(86,447	)
Cash and due from banks		407,078			275,051			272,320			284,056			270,740
Other assets		1,376,024			1,360,712			1,284,813			1,311,262			1,183,493
Total assets	$	11,918,816		$	11,768,995		$	11,759,108		$	11,782,650		$	10,799,967
Interest-bearing demand deposits	$	1,900,504		$	1,803,956		$	1,842,379		$	1,811,402		$	1,703,336
Savings deposits		3,193,098			2,952,472			2,995,110			3,060,437			2,767,747
Time deposits less than $100,000		1,280,513			1,344,488			1,380,954			1,419,381			1,268,619
Time deposits of $100,000 or more		947,509			961,075			993,948			1,029,498			893,104
Total interest-bearing deposits		7,321,624			7,061,991			7,212,391			7,320,718			6,632,806
Fed funds purchased and repos		282,816			361,758			364,446			312,865			266,958
Short-term borrowings		65,010			63,531			59,324			51,718			66,999
Long-term FHLB advances		8,406			8,507			8,620			9,575			4,580
Subordinated notes		49,907			49,898			49,890			49,882			49,874
Junior subordinated debt securities		61,856			61,856			61,856			82,460			77,989
Total interest-bearing liabilities		7,789,619			7,607,541			7,756,527			7,827,218			7,099,206
Noninterest-bearing deposits		2,630,785			2,611,209			2,479,082			2,451,547			2,199,043
Other liabilities		130,749			203,270			190,143			159,525			176,210
Total liabilities		10,551,153			10,422,020			10,425,752			10,438,290			9,474,459
Shareholders' equity		1,367,663			1,346,975			1,333,356			1,344,360			1,325,508
Total liabilities and equity	$	11,918,816		$	11,768,995		$	11,759,108		$	11,782,650		$	10,799,967
PERIOD END BALANCES	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Cash and due from banks	$	423,819		$	345,761		$	335,695		$	301,532		$	242,896
Fed funds sold and rev repos		-			7,253			7,867			7,869			5,926
Securities available for sale		2,382,441			2,194,154			3,372,101			3,511,683			3,546,083
Securities held to maturity		1,155,569			1,168,728			69,980			70,338			73,666
Loans held for sale (LHFS)		120,446			149,169			119,986			202,699			207,758
Loans held for investment (LHFI)		5,923,766			5,798,881			5,696,641			5,577,382			5,531,788
Allowance for loan losses		(67,518	)		(66,448	)		(68,632	)		(72,825	)		(76,900	)
Net LHFI		5,856,248			5,732,433			5,628,009			5,504,557			5,454,888
Acquired loans:
Noncovered loans		713,647			769,990			837,875			922,453			1,003,127
Covered loans		32,670			34,216			37,250			40,820			47,589
Allowance for loan losses, acquired loans		(10,540	)		(9,636	)		(5,333	)		(2,690	)		(6,458	)
Net acquired loans		735,777			794,570			869,792			960,583			1,044,258
Net LHFI and acquired loans		6,592,025			6,527,003			6,497,801			6,465,140			6,499,146
Premises and equipment, net		203,771			207,283			208,837			210,845			210,789
Mortgage servicing rights		67,614			67,834			63,150			60,380			51,529
Goodwill		365,500			372,851			372,463			368,315			366,366
Identifiable intangible assets		39,697			41,990			44,424			46,889			49,361
Other real estate, excluding covered other real estate		111,536			106,539			116,329			117,712			118,406
Covered other real estate		4,759			5,108			5,092			5,147			5,879
FDIC indemnification asset		13,487			14,347			17,085			17,342			20,198
Other assets		576,390			582,363			574,387			477,421			452,512
Total assets	$	12,057,054		$	11,790,383		$	11,805,197		$	11,863,312		$	11,850,515
Deposits:
Noninterest-bearing	$	2,879,341		$	2,663,503		$	2,643,612		$	2,520,895		$	2,534,287
Interest-bearing		7,242,778			7,196,399			7,143,622			7,296,697			7,375,144
Total deposits		10,122,119			9,859,902			9,787,234			9,817,592			9,909,431
Fed funds purchased and repos		259,341			251,587			342,465			374,021			219,769
Short-term borrowings		59,671			66,385			60,698			56,645			46,325
Long-term FHLB advances		8,341			8,458			8,562			8,679			10,969
Subordinated notes		49,912			49,904			49,896			49,888			49,879
Junior subordinated debt securities		61,856			61,856			61,856			61,856			94,856
Other liabilities		121,919			137,338			164,972			167,812			166,340
Total liabilities		10,683,159			10,435,430			10,475,683			10,536,493			10,497,569
Common stock		14,051			14,038			13,998			13,994			13,992
Capital surplus		352,402			349,680			343,759			342,359			342,233
Retained earnings		1,045,939			1,034,966			1,023,983			1,006,554			991,012
Accum other comprehensive
(loss) income, net of tax		(38,497	)		(43,731	)		(52,226	)		(36,088	)		5,709
Total shareholders' equity		1,373,895			1,354,953			1,329,514			1,326,819			1,352,946
Total liabilities and equity	$	12,057,054		$	11,790,383		$	11,805,197		$	11,863,312		$	11,850,515
See Notes to Consolidated Financials

  TRUSTMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION March 31, 2014 ($ in thousands except per share data) (unaudited)

	Quarter Ended
INCOME STATEMENTS	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Interest and fees on LHFS & LHFI-FTE	$	66,185		$	67,038		$	68,417		$	67,750		$	67,412
Interest and fees on acquired loans		16,786			23,384			19,183			20,987			12,782
Interest on securities-taxable		19,220			19,078			18,654			18,547			16,539
Interest on securities-tax exempt-FTE		1,920			1,963			1,960			1,974			2,018
Interest on fed funds sold and rev repos		5			14			8			5			4
Other interest income		375			367			372			372			355
Total interest income-FTE		104,491			111,844			108,594			109,635			99,110
Interest on deposits		4,365			4,768			4,970			5,071			4,909
Interest on fed funds pch and repos		76			104			106			88			81
Other interest expense		1,363			1,370			1,389			1,513			1,490
Total interest expense		5,804			6,242			6,465			6,672			6,480
Net interest income-FTE		98,687			105,602			102,129			102,963			92,630
Provision for loan losses, LHFI		(805	)		(1,983	)		(3,624	)		(4,846	)		(2,968	)
Provision for loan losses, acquired loans		63			4,169			3,292			(1,552	)		130
Net interest income after provision-FTE		99,429			103,416			102,461			109,361			95,468
Service charges on deposit accounts		11,568			13,114			13,852			12,929			11,681
Insurance commissions		8,097			7,343			8,227			8,014			7,242
Wealth management		8,135			8,145			7,520			6,940			6,875
Bank card and other fees		9,081			9,580			8,929			9,507			7,945
Mortgage banking, net		6,829			5,186			8,440			8,295			11,583
Other, net		(21	)		(4,802	)		165			(2,145	)		(1,191	)
Nonint inc-excl sec gains (losses), net		43,689			38,566			47,133			43,540			44,135
Security gains (losses), net		389			107			-			174			204
Total noninterest income		44,078			38,673			47,133			43,714			44,339
Salaries and employee benefits		56,726			56,687			56,043			55,405			53,592
Services and fees		13,165			14,476			13,580			12,816			13,032
Net occupancy-premises		6,606			6,659			6,644			6,703			5,955
Equipment expense		6,138			6,400			6,271			6,193			5,674
FDIC assessment expense		2,416			2,228			2,376			2,376			2,021
ORE/Foreclosure expense		3,315			3,009			3,079			5,131			3,820
Other expense		13,252			15,408			13,531			18,571			18,051
Total noninterest expense		101,618			104,867			101,524			107,195			102,145
Income before income taxes and tax eq adj		41,889			37,222			48,070			45,880			37,662
Tax equivalent adjustment		3,783			3,747			3,700			3,735			3,655
Income before income taxes		38,106			33,475			44,370			42,145			34,007
Income taxes		9,103			5,436			11,336			11,024			9,141
Net income	$	29,003		$	28,039		$	33,034		$	31,121		$	24,866
Per share data
Earnings per share - basic	$	0.43		$	0.42		$	0.49		$	0.46		$	0.38
Earnings per share - diluted	$	0.43		$	0.42		$	0.49		$	0.46		$	0.38
Dividends per share	$	0.23		$	0.23		$	0.23		$	0.23		$	0.23
Weighted average shares outstanding
Basic		67,410,147			67,249,877			67,177,013			67,162,530			65,983,204
Diluted		67,550,483			67,449,778			67,382,478			67,344,117			66,149,656
Period end shares outstanding		67,439,562			67,372,980			67,181,694			67,163,195			67,151,087
OTHER FINANCIAL DATA
Return on equity		8.60	%		8.26	%		9.83	%		9.29	%		7.61	%
Return on average tangible equity		12.93	%		12.59	%		14.92	%		14.09	%		10.82	%
Return on assets		0.99	%		0.95	%		1.11	%		1.06	%		0.93	%
Interest margin - Yield - FTE		4.15	%		4.35	%		4.19	%		4.28	%		4.26	%
Interest margin - Cost		0.23	%		0.24	%		0.25	%		0.26	%		0.28	%
Net interest margin - FTE		3.92	%		4.10	%		3.94	%		4.02	%		3.98	%
Efficiency ratio (1)		68.32	%		68.38	%		65.32	%		67.72	%		65.77	%
Full-time equivalent employees		3,114			3,110			3,110			3,119			3,164
STOCK PERFORMANCE
Market value-Close	$	25.35		$	26.84		$	25.60		$	24.58		$	25.01
Book value	$	20.37		$	20.11		$	19.79		$	19.76		$	20.15
Tangible book value	$	14.36		$	13.95		$	13.58		$	13.57		$	13.96
(1) - The efficiency ratio is noninterest expense to total net interest income (FTE) and noninterest income, excluding security gains (losses), amortization of
partnership tax credits, amortization of purchased intangibles, and nonroutine income and expense items.
See Notes to Consolidated Financials

  TRUSTMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION March 31, 2014 ($ in thousands) (unaudited)

	Quarter Ended
NONPERFORMING ASSETS(1)	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Nonaccrual loans
Alabama	$	96		$	14		$	81		$	73		$	-
Florida		9,956			12,278			14,619			15,916			14,046
Mississippi (2)		44,168			42,307			43,132			41,761			46,697
Tennessee (3)		5,206			4,390			5,596			4,482			4,877
Texas		4,572			6,249			9,953			12,086			17,702
Total nonaccrual loans		63,998			65,238			73,381			74,318			83,322
Other real estate
Alabama		24,103			25,912			25,308			27,245			28,870
Florida		42,013			34,480			39,198			35,025			30,662
Mississippi (2)		22,287			22,766			25,439			26,843			26,457
Tennessee (3)		13,000			12,892			14,615			15,811			18,339
Texas		10,133			10,489			11,769			12,788			14,078
Total other real estate		111,536			106,539			116,329			117,712			118,406
Total nonperforming assets	$	175,534		$	171,777		$	189,710		$	192,030		$	201,728
LOANS PAST DUE OVER 90 DAYS(4)
LHFI	$	1,870		$	3,298		$	2,344		$	4,194		$	2,772
LHFS-Guaranteed GNMA serviced loans
(no obligation to repurchase)	$	20,109		$	21,540		$	18,432		$	14,003		$	4,469
	Quarter Ended
ALLOWANCE FOR LOAN LOSSES (4)	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Beginning Balance	$	66,448		$	68,632		$	72,825		$	76,900		$	78,738
Provision for loan losses		(805	)		(1,983	)		(3,624	)		(4,846	)		(2,968	)
Charge-offs		(3,016	)		(3,305	)		(3,817	)		(3,031	)		(3,325	)
Recoveries		4,891			3,104			3,248			3,802			4,455
Net recoveries (charge-offs)		1,875			(201	)		(569	)		771			1,130
Ending Balance	$	67,518		$	66,448		$	68,632		$	72,825		$	76,900
PROVISION FOR LOAN LOSSES (4)
Alabama	$	472		$	332		$	550		$	232		$	676
Florida		(3,499	)		(2,350	)		(2,642	)		(3,425	)		(3,675	)
Mississippi (2)		1,983			3,336			(1,051	)		(520	)		(1,920	)
Tennessee (3)		(915	)		(117	)		(150	)		(335	)		(378	)
Texas		1,154			(3,184	)		(331	)		(798	)		2,329
Total provision for loan losses	$	(805	)	$	(1,983	)	$	(3,624	)	$	(4,846	)	$	(2,968	)
NET CHARGE-OFFS (4)
Alabama	$	55		$	74		$	132		$	67		$	11
Florida		(2,524	)		(634	)		(138	)		(1,426	)		(849	)
Mississippi (2)		676			393			375			291			(290	)
Tennessee (3)		(1	)		506			(153	)		103			249
Texas		(81	)		(138	)		353			194			(251	)
Total net (recoveries) charge-offs	$	(1,875	)	$	201		$	569		$	(771	)	$	(1,130	)
CREDIT QUALITY RATIOS(1)
Net charge offs/average loans		-0.13	%		0.01	%		0.04	%		-0.05	%		-0.08	%
Provision for loan losses/average loans		-0.05	%		-0.13	%		-0.25	%		-0.34	%		-0.21	%
Nonperforming loans/total loans (incl LHFS)		1.06	%		1.10	%		1.26	%		1.29	%		1.45	%
Nonperforming assets/total loans (incl LHFS)		2.90	%		2.89	%		3.26	%		3.32	%		3.51	%
Nonperforming assets/total loans (incl LHFS) +ORE		2.85	%		2.84	%		3.20	%		3.26	%		3.44	%
ALL/total loans (excl LHFS)		1.14	%		1.15	%		1.20	%		1.31	%		1.39	%
ALL-commercial/total commercial loans		1.33	%		1.30	%		1.39	%		1.48	%		1.56	%
ALL-consumer/total consumer and home mortgage loans		0.65	%		0.75	%		0.73	%		0.84	%		0.94	%
ALL/nonperforming loans		105.50	%		101.86	%		93.53	%		97.99	%		92.29	%
ALL/nonperforming loans -
(excl impaired loans)		180.86	%		190.70	%		161.96	%		158.75	%		145.83	%
CAPITAL RATIOS
Total equity/total assets		11.39	%		11.49	%		11.26	%		11.18	%		11.42	%
Tangible equity/tangible assets		8.31	%		8.26	%		8.01	%		7.96	%		8.20	%
Tangible equity/risk-weighted assets		12.08	%		11.88	%		11.66	%		11.57	%		11.92	%
Tier 1 leverage ratio		9.14	%		9.06	%		8.78	%		8.71	%		9.83	%
Tier 1 common risk-based capital ratio		12.37	%		12.21	%		11.92	%		11.79	%		11.79	%
Tier 1 risk-based capital ratio		13.11	%		12.97	%		12.69	%		12.55	%		12.97	%
Total risk-based capital ratio		14.34	%		14.18	%		14.02	%		13.89	%		14.42	%
(1) - Excludes Acquired Loans and Covered Other Real Estate
(2) - Mississippi includes Central and Southern Mississippi Regions
(3) - Tennessee includes Memphis, Tennessee and Northern Mississippi Regions
(4) - Excludes Acquired Loans
See Notes to Consolidated Financials

  TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS March 31, 2014 ($ in thousands) (unaudited)

Note 1 – Business Combinations

Oxford, Mississippi Branches

On July 26, 2013, Trustmark National Bank (TNB), a subsidiary of Trustmark Corporation (Trustmark), completed its acquisition of two branches of SOUTHBank, F.S.B. (SOUTHBank), located in Oxford, Mississippi.  As a result of this acquisition, TNB assumed deposit accounts of approximately $11.7 million in addition to purchasing the two physical branch offices.  The transaction was not material to Trustmark’s consolidated financial statements and was not considered a business combination in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, “Business Combinations.”

BancTrust Financial Group, Inc.

On February 15, 2013, Trustmark completed its merger with BancTrust Financial Group, Inc. (BancTrust), a 26-year-old bank holding company headquartered in Mobile, Alabama.  In accordance with the terms of the definitive agreement, the holders of BancTrust common stock received 0.125 of a share of Trustmark common stock for each share of BancTrust common stock in a tax-free exchange.  Trustmark issued approximately 2.24 million shares of its common stock for all issued and outstanding shares of BancTrust common stock.  The total value of the 2.24 million shares of Trustmark common stock issued to the BancTrust shareholders on the acquisition date was approximately $53.5 million, based on a closing stock price of $23.83 per share of Trustmark common stock on February 15, 2013.  At closing, Trustmark repurchased the $50.0 million of BancTrust preferred stock and associated warrant issued to the U.S. Department of Treasury under the Capital Purchase Program for approximately $52.6 million.

This acquisition was accounted for under the acquisition method in accordance with FASB ASC Topic 805. Accordingly, the assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the acquisition date. The purchase price allocation was finalized in the first quarter of 2014.

The statement of assets purchased and liabilities assumed in the BancTrust acquisition is presented below at their adjusted estimated fair values as of the acquisition date of February 15, 2013 ($ in thousands):

Assets
Cash and due from banks	$	141,616
Securities		528,016
Loans held for sale		1,050
Acquired noncovered loans		944,235
Premises and equipment, net		54,952
Identifiable intangible assets		33,498
Other real estate		40,103
Other assets		109,423
Total Assets		1,852,893
Liabilities
Deposits		1,740,254
Other borrowings		64,051
Other liabilities		16,761
Total Liabilities		1,821,066
Net identified assets acquired at fair value		31,827
Goodwill		74,247
Net assets acquired at fair value	$	106,074

The excess of the consideration paid over the estimated fair value of the net assets acquired was $74.2 million, which was recorded as goodwill under FASB ASC Topic 805.  The identifiable intangible assets acquired represent the core deposit intangible at fair value at the acquisition date.  The core deposit intangible is being amortized on an accelerated basis over the estimated useful life, currently expected to be approximately 10 years.

Loans, excluding loans held for sale (LHFS), acquired from BancTrust were evaluated under a fair value process involving various degrees of deterioration in credit quality since origination, and also for those loans for which it was probable at acquisition that Trustmark would not be able to collect all contractually required payments.  These loans, with the exception of revolving credit agreements and leases, are referred to as acquired impaired loans and are accounted for in accordance with FASB ASC Topic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality.”

The operations of BancTrust are included in Trustmark’s operating results from February 15, 2013.  Trustmark’s noninterest expense during the first quarter of 2013 included non-routine BancTrust transaction expenses totaling approximately $9.4 million (change in control and severance expense of $1.4 million included in salaries and benefits; professional fees, contract termination and other expenses of $7.9 million included in other expense).

  TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS March 31, 2014 ($ in thousands) (unaudited)

Note 2 - Securities Available for Sale and Held to Maturity

The following table is a summary of the estimated fair value of securities available for sale and the amortized cost of securities held to maturity ($ in thousands):

	3/31/2014		12/31/2013		9/30/2013		6/30/2013		3/31/2013
SECURITIES AVAILABLE FOR SALE
U.S. Treasury securities	$	100	$	502	$	503	$	505	$	506
U.S. Government agency obligations
Issued by U.S. Government agencies		123,368		129,293		133,013		139,066		141,226
Issued by U.S. Government sponsored agencies		40,601		40,179		132,425		133,791		186,293
Obligations of states and political subdivisions		172,437		171,738		212,991		212,204		218,467
Mortgage-backed securities
Residential mortgage pass-through securities
Guaranteed by GNMA		14,263		14,474		48,240		46,330		51,138
Issued by FNMA and FHLMC		232,488		241,118		214,795		227,927		241,365
Other residential mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC, or GNMA		1,530,068		1,290,741		2,048,275		2,156,320		2,090,516
Commercial mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC, or GNMA		232,072		242,172		354,131		361,575		377,070
Asset-backed securities and structured financial products		37,044		63,937		227,728		233,965		239,502
Total securities available for sale	$	2,382,441	$	2,194,154	$	3,372,101	$	3,511,683	$	3,546,083
SECURITIES HELD TO MATURITY
U.S. Government agency obligations
Issued by U.S. Government sponsored agencies	$	100,361	$	100,159	$	-	$	-	$	-
Obligations of states and political subdivisions		65,757		65,987		30,229		30,295		33,071
Mortgage-backed securities
Residential mortgage pass-through securities
Guaranteed by GNMA		12,177		9,433		2,420		2,547		2,932
Issued by FNMA and FHLMC		12,395		12,724		564		567		569
Other residential mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC, or GNMA		822,135		837,393		-		-		-
Commercial mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC, or GNMA		142,744		143,032		36,767		36,929		37,094
Total securities held to maturity	$	1,155,569	$	1,168,728	$	69,980	$	70,338	$	73,666

During the fourth quarter of 2013, Trustmark reclassified approximately $1.099 billion of securities available for sale to securities held to maturity. The securities were transferred at fair value, which became the cost basis for the securities held to maturity. At the date of transfer, the net unrealized holding loss on the available for sale securities totaled approximately $46.6 million ($28.8 million, net of tax). The net unrealized holding loss is amortized over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security. There were no gains or losses recognized as a result of the transfer.  At March 31, 2014, the net unamortized, unrealized loss on the transferred securities included in accumulated other comprehensive (loss) income in the accompanying balance sheet totaled approximately $45.0 million ($27.8 million, net of tax).

During the fourth quarter of 2013, Trustmark sold $135.6 million of Collateralized Loan Obligations (CLO) generating a net gain of $1.3 million. These securities were identified as available for sale and had been carried in the asset-backed securities and structured financial products line item in the table shown above. This sale left Trustmark with a CLO balance of $25.9 million at December 31, 2013, which was subsequently sold in its entirety for a gain of $389 thousand in January 2014.

Management continues to focus on asset quality as one of the strategic goals of the securities portfolio, which is evidenced by the investment of approximately 93% of the portfolio in GSE-backed obligations and other Aaa rated securities as determined by Moody’s. None of the securities owned by Trustmark are collateralized by assets which are considered sub-prime. Furthermore, outside of stock ownership in the Federal Home Loan Bank of Dallas, Federal Home Loan Bank of Atlanta and Federal Reserve Bank, Trustmark does not hold any other equity investment in a GSE.

  TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS March 31, 2014 ($ in thousands) (unaudited)

Note 3 – Loan Composition

LHFI BY TYPE (excluding acquired loans)	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Loans secured by real estate:
Construction, land development and other land loans	$	592,658		$	596,889		$	572,057		$	519,263		$	485,419
Secured by 1-4 family residential properties		1,533,781			1,485,564			1,482,963			1,414,871			1,430,293
Secured by nonfarm, nonresidential properties		1,461,947			1,415,139			1,408,342			1,406,930			1,385,669
Other real estate secured		193,221			189,362			196,328			192,568			174,680
Commercial and industrial loans		1,207,367			1,157,614			1,132,863			1,169,327			1,206,851
Consumer loans		160,153			165,308			164,612			160,318			160,253
Other loans		774,639			789,005			739,476			714,105			688,623
LHFI		5,923,766			5,798,881			5,696,641			5,577,382			5,531,788
Allowance for loan losses		(67,518	)		(66,448	)		(68,632	)		(72,825	)		(76,900	)
Net LHFI	$	5,856,248		$	5,732,433		$	5,628,009		$	5,504,557		$	5,454,888

ACQUIRED NONCOVERED LOANS BY TYPE	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Loans secured by real estate:
Construction, land development and other land loans	$	88,683		$	98,928		$	106,655		$	132,116		$	138,442
Secured by 1-4 family residential properties		145,213			157,914			168,573			184,928			209,658
Secured by nonfarm, nonresidential properties		271,696			287,136			301,686			318,603			339,953
Other real estate secured		34,787			33,948			35,051			34,869			32,208
Commercial and industrial loans		135,114			149,495			186,649			206,338			235,286
Consumer loans		15,024			18,428			22,251			27,420			32,694
Other loans		23,130			24,141			17,010			18,179			14,886
Noncovered loans		713,647			769,990			837,875			922,453			1,003,127
Allowance for loan losses		(9,952	)		(7,249	)		(3,007	)		(112	)		(1,961	)
Net noncovered loans	$	703,695		$	762,741		$	834,868		$	922,341		$	1,001,166

ACQUIRED COVERED LOANS BY TYPE	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Loans secured by real estate:
Construction, land development and other land loans	$	2,239		$	2,363		$	2,585		$	3,662		$	3,875
Secured by 1-4 family residential properties		15,572			16,416			17,785			18,899			20,980
Secured by nonfarm, nonresidential properties		10,629			10,945			12,120			13,341			17,355
Other real estate secured		2,470			2,644			2,817			2,929			3,365
Commercial and industrial loans		361			394			478			543			648
Consumer loans		49			119			151			173			179
Other loans		1,350			1,335			1,314			1,273			1,187
Covered loans		32,670			34,216			37,250			40,820			47,589
Allowance for loan losses		(588	)		(2,387	)		(2,326	)		(2,578	)		(4,497	)
Net covered loans	$	32,082		$	31,829		$	34,924		$	38,242		$	43,092

  TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS March 31, 2014 ($ in thousands) (unaudited)

Note 3 – Loan Composition (continued)
	March 31, 2014
LHFI - COMPOSITION BY REGION(1)	Total		Alabama		Florida		Mississippi (Central and Southern Regions)		Tennessee (Memphis, TN and Northern MS Regions)		Texas
Loans secured by real estate:
Construction, land development and other land loans	$	592,658	$	29,138	$	73,701	$	270,636	$	45,633	$	173,550
Secured by 1-4 family residential properties		1,533,781		22,052		50,445		1,313,006		126,892		21,386
Secured by nonfarm, nonresidential properties		1,461,947		33,887		150,099		782,049		150,114		345,798
Other real estate secured		193,221		5,119		4,513		131,007		29,052		23,530
Commercial and industrial loans		1,207,367		35,082		13,153		824,351		70,395		264,386
Consumer loans		160,153		14,546		2,804		123,053		17,202		2,548
Other loans		774,639		35,651		24,245		604,828		50,736		59,179
Loans	$	5,923,766	$	175,475	$	318,960	$	4,048,930	$	490,024	$	890,377
CONSTRUCTION, LAND DEVELOPMENT AND OTHER LAND LOANS BY REGION(1)
Lots	$	51,240	$	1,222	$	28,380	$	16,325	$	2,256	$	3,057
Development		87,357		785		23,955		37,461		1,402		23,754
Unimproved land		115,034		2,099		18,836		55,473		23,658		14,968
1-4 family construction		101,903		16,432		1,875		58,788		2,042		22,766
Other construction		237,124		8,600		655		102,589		16,275		109,005
Construction, land development and other land loans	$	592,658	$	29,138	$	73,701	$	270,636	$	45,633	$	173,550
LOANS SECURED BY NONFARM, NONRESIDENTIAL PROPERTIES BY REGION (1)
Income producing:
Retail	$	171,499	$	7,462	$	39,411	$	65,221	$	15,142	$	44,263
Office		172,999		6,617		33,012		87,306		8,151		37,913
Nursing homes/assisted living		115,009		-		-		91,915		6,000		17,094
Hotel/motel		84,857		-		359		60,235		24,263		-
Industrial		70,409		1,003		7,045		26,065		151		36,145
Health care		14,176		3,614		-		10,482		80		-
Convenience stores		11,683		254		-		6,460		2,356		2,613
Other		160,316		5,151		20,010		78,789		4,796		51,570
Total income producing loans		800,948		24,101		99,837		426,473		60,939		189,598
Owner-occupied:
Office		119,876		2,220		17,812		62,623		9,482		27,739
Churches		86,612		2,326		2,954		40,219		30,659		10,454
Industrial warehouses		90,362		1,105		3,096		41,402		8,411		36,348
Health care		100,937		260		14,071		57,224		14,478		14,904
Convenience stores		54,797		-		1,623		30,494		3,867		18,813
Retail		29,590		457		3,760		18,924		2,919		3,530
Restaurants		33,566		-		2,673		26,055		3,721		1,117
Auto dealerships		8,823		-		211		6,925		1,651		36
Other		136,436		3,418		4,062		71,710		13,987		43,259
Total owner-occupied loans		660,999		9,786		50,262		355,576		89,175		156,200
Loans secured by nonfarm, nonresidential properties	$	1,461,947	$	33,887	$	150,099	$	782,049	$	150,114	$	345,798
(1) Excludes acquired loans.

  TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS March 31, 2014 ($ in thousands) (unaudited)

Note 4 – Yields on Earning Assets and Interest-Bearing Liabilities

The following table illustrates the yields on earning assets by category as well as the rates paid on interest-bearing liabilities on a tax equivalent basis:

	Quarter Ended
	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Securities – taxable		2.39	%		2.30	%		2.22	%		2.24	%		2.33	%
Securities – nontaxable		4.31	%		4.28	%		4.25	%		4.31	%		4.44	%
Securities – total		2.50	%		2.40	%		2.32	%		2.35	%		2.45	%
Loans - LHFI & LHFS		4.51	%		4.55	%		4.69	%		4.74	%		4.76	%
Acquired loans		8.67	%		10.95	%		8.20	%		8.48	%		8.93	%
Loans - total		5.00	%		5.36	%		5.18	%		5.29	%		5.14	%
FF sold & rev repo		0.31	%		0.50	%		0.35	%		0.29	%		0.25	%
Other earning assets		4.13	%		4.53	%		3.86	%		4.29	%		4.15	%
Total earning assets		4.15	%		4.35	%		4.19	%		4.28	%		4.26	%
Interest-bearing deposits		0.24	%		0.27	%		0.27	%		0.28	%		0.30	%
FF pch & repo		0.11	%		0.11	%		0.12	%		0.11	%		0.12	%
Other borrowings		2.99	%		2.96	%		3.07	%		3.13	%		3.03	%
Total interest-bearing liabilities		0.30	%		0.33	%		0.33	%		0.34	%		0.37	%
Net interest margin		3.92	%		4.10	%		3.94	%		4.02	%		3.98	%
Net interest margin excluding acquired loans		3.52	%		3.48	%		3.52	%		3.55	%		3.66	%

Reflected in the table above are yields on earning assets and liabilities, along with the net interest margin which equals reported net interest income-FTE, annualized, as a percent of average earning assets.  In addition, the table includes net interest margin excluding acquired loans, which equals reported net interest income-FTE excluding interest income on acquired loans, annualized, as a percent of average earning assets excluding average acquired loans.  The net interest margin declined 18 basis points during the first quarter of 2014 primarily due to a decrease in interest and fees on acquired loans, which was the result of decreased acquired loan recoveries during the quarter.

During the first quarter of 2014, the yield on average acquired loans includes approximately $3.8 million in recoveries, or an annualized 1.97% of the average acquired loan balance.  Excluding the recoveries on acquired loans, the yield on average acquired loans totaled 6.70%.

Note 5 – Mortgage Banking

Trustmark utilizes a portfolio of exchange-traded derivative instruments, such as Treasury note futures contracts and option contracts, to achieve a fair value return that offsets the changes in fair value of mortgage servicing rights (MSR) attributable to interest rates.  These transactions are considered freestanding derivatives that do not otherwise qualify for hedge accounting under generally accepted accounting principles (GAAP).  Changes in the fair value of these exchange-traded derivative instruments, including administrative costs, are recorded in noninterest income in mortgage banking, net and are offset by the changes in the fair value of the MSR.  The MSR fair value represents the present value of future cash flows, which among other things includes decay and the effect of changes in interest rates.  Ineffectiveness of hedging the MSR fair value is measured by comparing the change in value of hedge instruments to the change in the fair value of the MSR asset attributable to changes in interest rates and other market driven changes in valuation inputs and assumptions.  The impact of this strategy resulted in a net positive ineffectiveness of $1.9 million and $1.3 million for the quarters ended March 31, 2014 and 2013, respectively.

The following table illustrates the components of mortgage banking revenues included in noninterest income in the accompanying income statements:

	Quarter Ended
	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Mortgage servicing income, net	$	4,539		$	4,688		$	4,552		$	4,385		$	4,267
Change in fair value-MSR from runoff		(1,812	)		(2,182	)		(2,407	)		(2,756	)		(2,460	)
Gain on sales of loans, net		1,839			2,202			6,465			7,597			10,165
Other, net		400			(533	)		(1,485	)		(1,052	)		(1,649	)
Mortgage banking income before hedge ineffectiveness		4,966			4,175			7,125			8,174			10,323
Change in fair value-MSR from market changes		(723	)		3,937			287			6,467			1,127
Change in fair value of derivatives		2,586			(2,926	)		1,028			(6,346	)		133
Net positive hedge ineffectiveness		1,863			1,011			1,315			121			1,260
Mortgage banking, net	$	6,829		$	5,186		$	8,440		$	8,295		$	11,583

During the first quarter of 2013, Trustmark exercised its option to repurchase delinquent loans serviced for GNMA. These loans were subsequently sold to a third party under different repurchase provisions. Trustmark retained the servicing for these loans, which are fully guaranteed by FHA/VA.  As a result of this repurchase and sale, the loans are no longer carried as "LHFS-Guaranteed GNMA serviced loans" (see pages 3 and 6).  The transaction resulted in a gain of $534 thousand, which was recorded during the first quarter of 2013 and is included in the table above as "Gain on sales of loans, net.”

  TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS March 31, 2014 ($ in thousands) (unaudited)

Note 6 – Other Noninterest Income and Expense

Other noninterest income consisted of the following for the periods presented ($ in thousands):

	Quarter Ended
	3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
Partnership amortization for tax credit purposes	$	(3,006	)	$	(5,642	)	$	(2,388	)	$	(2,221	)	$	(2,117	)
(Decrease) increase in FDIC indemnification asset		(688	)		(2,429	)		211			(2,317	)		(1,365	)
Other miscellaneous income		3,673			3,269			2,342			2,393			2,291
Total other, net	$	(21	)	$	(4,802	)	$	165		$	(2,145	)	$	(1,191	)

Trustmark invests in partnerships that provide income tax credits on a Federal and/or State basis (i.e., new market tax credits, low income housing tax credits or historical tax credits).  These investments are recorded based on the equity method of accounting, which requires the equity in partnership losses to be recognized when incurred and are recorded as a reduction in other income.  The income tax credits related to these partnerships are utilized as specifically allowed by income tax law and are recorded as a reduction in income tax expense.

During the first quarter of 2014, other noninterest income included a write-down of the FDIC indemnification asset of $688 thousand on acquired covered loans obtained from Heritage as a result of loan pay-offs, improved cash flow projections and lower loss expectations for loan pools.

Other noninterest expense consisted of the following for the periods presented ($ in thousands):

	Quarter Ended
	3/31/2014		12/31/2013		9/30/2013		6/30/2013		3/31/2013
Loan expense	$	3,464	$	4,419	$	3,390	$	4,267	$	2,995
Non-routine transaction expenses on acquisitions		-		-		-		-		7,920
Amortization of intangibles		2,293		2,434		2,466		2,472		1,442
Other miscellaneous expense		7,495		8,555		7,675		11,832		5,694
Total other expense	$	13,252	$	15,408	$	13,531	$	18,571	$	18,051

Other miscellaneous expense increased during the second quarter of 2013 due to a non-routine litigation expense of $4.0 million related to a proposed settlement on Trustmark’s overdraft fees for insufficient funds on debit card purchases and ATM withdrawals as previously disclosed in the Form 8-K filed on June 26, 2013.  During the first quarter of 2014, the United States District Court for the Southern District of Mississippi issued a final judgment approving the settlement.

As previously mentioned in Note 1 – Business Combinations, during the first quarter of 2013, Trustmark incurred $7.9 million of non-routine BancTrust transaction expenses in other noninterest expense.  These non-routine transaction expenses include $2.2 million of professional fees and $5.7 million of contract termination and other expenses.

Note 7 – Non-GAAP Financial Measures

In addition to capital ratios defined by GAAP and banking regulators, Trustmark utilizes various tangible common equity measures when evaluating capital utilization and adequacy.  Tangible common equity, as defined by Trustmark, represents common equity less goodwill and identifiable intangible assets.

Trustmark believes these measures are important because they reflect the level of capital available to withstand unexpected market conditions. Additionally, presentation of these measures allows readers to compare certain aspects of Trustmark’s capitalization to other organizations.  These ratios differ from capital measures defined by banking regulators principally in that the numerator excludes shareholders’ equity associated with preferred securities, the nature and extent of which varies across organizations.

These calculations are intended to complement the capital ratios defined by GAAP and banking regulators.  Because GAAP does not include these capital ratio measures, Trustmark believes there are no comparable GAAP financial measures to these tangible common equity ratios.  Despite the importance of these measures to Trustmark, there are no standardized definitions for them and, as a result, Trustmark’s calculations may not be comparable with other organizations. Also there may be limits in the usefulness of these measures to investors. As a result, Trustmark encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure. The following table reconciles Trustmark’s calculation of these measures to amounts reported under GAAP.

  TRUSTMARK CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIALS March 31, 2014 ($ in thousands) (unaudited)

Note 7 - Non-GAAP Financial Measures (continued)
			Quarter Ended
			3/31/2014			12/31/2013			9/30/2013			6/30/2013			3/31/2013
TANGIBLE EQUITY
AVERAGE BALANCES
Total shareholders' equity			$	1,367,663		$	1,346,975		$	1,333,356		$	1,344,360		$	1,325,508
Less:	Goodwill			(372,720	)		(372,468	)		(368,482	)		(366,592	)		(324,902	)
	Identifiable intangible assets			(41,015	)		(43,532	)		(45,988	)		(48,402	)		(35,187	)
Total average tangible equity			$	953,928		$	930,975		$	918,886		$	929,366		$	965,419
PERIOD END BALANCES
Total shareholders' equity			$	1,373,895		$	1,354,953		$	1,329,514		$	1,326,819		$	1,352,946
Less:	Goodwill			(365,500	)		(372,851	)		(372,463	)		(368,315	)		(366,366	)
	Identifiable intangible assets			(39,697	)		(41,990	)		(44,424	)		(46,889	)		(49,361	)
Total tangible equity		(a)	$	968,698		$	940,112		$	912,627		$	911,615		$	937,219
TANGIBLE ASSETS
Total assets			$	12,057,054		$	11,790,383		$	11,805,197		$	11,863,312		$	11,850,515
Less:	Goodwill			(365,500	)		(372,851	)		(372,463	)		(368,315	)		(366,366	)
	Identifiable intangible assets			(39,697	)		(41,990	)		(44,424	)		(46,889	)		(49,361	)
Total tangible assets		(b)	$	11,651,857		$	11,375,542		$	11,388,310		$	11,448,108		$	11,434,788
Risk-weighted assets		(c)	$	8,016,482		$	7,916,378		$	7,825,839		$	7,878,281		$	7,862,884
NET INCOME ADJUSTED FOR INTANGIBLE AMORTIZATION
Net income			$	29,003		$	28,039		$	33,034		$	31,121		$	24,866
Plus:	Intangible amortization net of tax			1,417			1,503			1,523			1,526			890
Net income adjusted for intangible amortization			$	30,420		$	29,542		$	34,557		$	32,647		$	25,756
Period end common shares outstanding		(d)		67,439,562			67,372,980			67,181,694			67,163,195			67,151,087
TANGIBLE COMMON EQUITY MEASUREMENTS
Return on average tangible equity 1				12.93	%		12.59	%		14.92	%		14.09	%		10.82	%
Tangible equity/tangible assets		(a)/(b)		8.31	%		8.26	%		8.01	%		7.96	%		8.20	%
Tangible equity/risk-weighted assets		(a)/(c)		12.08	%		11.88	%		11.66	%		11.57	%		11.92	%
Tangible book value		(a)/(d)*1,000	$	14.36		$	13.95		$	13.58		$	13.57		$	13.96
TIER 1 COMMON RISK-BASED CAPITAL
Total shareholders' equity			$	1,373,895		$	1,354,953		$	1,329,514		$	1,326,819		$	1,352,946
Eliminate qualifying AOCI				38,497			43,731			52,226			36,088			(5,709	)
Qualifying tier 1 capital				60,000			60,000			60,000			60,000			93,000
Disallowed goodwill				(365,500	)		(372,851	)		(372,463	)		(368,315	)		(366,366	)
Adj to goodwill allowed for deferred taxes				14,798			14,445			14,093			13,740			13,388
Other disallowed intangibles				(39,697	)		(41,990	)		(44,424	)		(46,889	)		(49,361	)
Disallowed servicing intangible				(6,761	)		(6,783	)		(6,315	)		(6,038	)		(5,153	)
Disallowed deferred taxes				(23,969	)		(24,647	)		(39,476	)		(26,411	)		(12,575	)
Total tier 1 capital				1,051,263			1,026,858			993,155			988,994			1,020,170
Less:	Qualifying tier 1 capital			(60,000	)		(60,000	)		(60,000	)		(60,000	)		(93,000	)
Total tier 1 common capital		(e)	$	991,263		$	966,858		$	933,155		$	928,994		$	927,170
Tier 1 common risk-based capital ratio		(e)/(c)		12.37	%		12.21	%		11.92	%		11.79	%		11.79	%
1Calculation = ((net income adjusted for intangible amortization/number of days in period)*number of days in year)/total average tangible equity