The following provides a narrative discussion and analysis of Trustmark Corporation's (Trustmark) financial condition and results of operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the supplemental financial data included in Part I. Item 1. - Financial Statements of this report.

Description of Business

Trustmark, a Mississippi business corporation incorporated in 1968, is a bank holding company headquartered in Jackson, Mississippi. Trustmark's principal subsidiary is Trustmark National Bank (TNB), initially chartered by the State of Mississippi in 1889. At March 31, 2023, TNB had total assets of $18.875 billion, which represented approximately 99.99% of the consolidated assets of Trustmark.

Through TNB and its other subsidiaries, Trustmark operates as a financial services organization providing banking and other financial solutions through offices and 2,758 full-time equivalent associates (measured at March 31, 2023) located in the states of Alabama (includes the Georgia Loan Production Office (LPO), which are collectively referred to herein as Trustmark's Alabama market region), Florida (primarily in the northwest or "Panhandle" region of that state, which is referred to herein as Trustmark's Florida market), Mississippi, Tennessee (in the Memphis and Northern Mississippi regions, which are collectively referred to herein as Trustmark's Tennessee market), and Texas (primarily in Houston, which is referred to herein as Trustmark's Texas market). Trustmark's operations are managed along three operating segments: General Banking Segment, Wealth Management Segment and Insurance Segment. For a complete overview of Trustmark's business, see the section captioned "The Corporation" included in Part I. Item 1. - Business of Trustmark's Annual Report on Form 10-K for its fiscal year ended December 31, 2022 (2022 Annual Report).



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Executive Overview

Trustmark's financial results for the three months ended March 31, 2023 reflected solid growth in loans held for investment (LHFI) and deposits of $293.2 million, or 2.4%, and $346.0 million, or 2.4%, respectively, and credit quality remained strong. Trustmark's strong financial performance during the first quarter of 2023 was impacted by the challenging financial services environment and increasingly competitive deposit costs; however, Trustmark remains well-positioned and committed to meeting the banking and financial needs of its customers and the communities it serves, and remains focused on providing support, advice and solutions to meet its customers' unique needs.

Trustmark is committed to managing the franchise for the long term, supporting investments to promote profitable revenue growth, realigning delivery channels to support changing customer preferences as well as reengineering and efficiency opportunities to enhance long-term shareholder value. Trustmark's capital position remained solid, reflecting the consistent profitability of its diversified financial services businesses. Trustmark's Board of Directors declared a quarterly cash dividend of $0.23 per share. The dividend is payable June 15, 2023, to shareholders of record on June 1, 2023.

Recent Economic and Industry Developments

Economic activity improved slightly during the first three months of 2023; however, economic concerns remain as a result of the cumulative weight of uncertainty regarding the potential economic impact of geopolitical developments, such as Russia's invasion of Ukraine, inflation, uncertainty regarding the federal government's debt limit or a prolonged shutdown of the federal government, the consequences of recent bank failures and other economic and industry volatility, supply chain issues, higher energy prices and broader price pressures. Doubts surrounding the near-term direction of global markets and the potential impact on the United States economy are expected to persist for the near term. While Trustmark's customer base is wholly domestic, international economic conditions affect domestic economic conditions, and thus may have an impact upon Trustmark's financial condition or results of operations.

Market interest rates began to rise during 2022 after an extended period at historical lows and have continued to rise in early 2023. Starting in March 2022, the FRB began raising the target federal funds rate for the first time in three years and continued with multiple increases throughout 2022 and the first three months of 2023, up to a range of 4.75% to 5.00% as of March 2023. The FRB also signaled the possibility of additional rate increases throughout 2023. In addition, the FRB increased the interest that it pays on reserves multiple times during 2022 and the first three months of 2023 from 0.10% to 4.90% as of March 2023. As interest rates have increased, so have competitive pressures on the deposit cost of funds. This has been exacerbated by recent bank failures and the resulting heightened competition for deposits, which has also affected the interest that Trustmark pays on deposits. It is not possible to predict the pace and magnitude of changes in interest rates, or the impact rate changes will have on Trustmark's results of operations.

In the April 2023 "Summary of Commentary on Current Economic Conditions by Federal Reserve District," the twelve Federal Reserve Districts' reports suggested that economic activity during the reporting period (covering the period from February 28, 2023 through April 10, 2023) increased slightly; however, conditions varied across industries and Federal Reserve Districts (Districts). Reports by the twelve Districts noted the following during the reporting period:

Consumer spending was generally seen as flat to down slightly amid continued reports of moderate price growth. Auto sales remained steady overall, with a couple Districts reporting improved sales and inventory levels. Travel and tourism increased across much of the country. Manufacturing activity was widely reported as flat or down even as supply chains continued to improve. Transportation and freight volumes were also flat to down.

On balance, residential real estate sales and new construction activity softened modestly. Nonresidential construction was little changed while sales and leasing activity was generally flat to down.

Lending volumes and loan demand generally declined across consumer and business loan types. Several Districts noted that banks tightened lending standards amid increased uncertainty and concerns about liquidity.

The majority of Districts reported steady to increasing demand and sales for nonfinancial services. Agriculture conditions were mostly unchanged, while some softening was reported in energy markets.

Employment growth moderated somewhat during the reporting period as several Districts reported a slower pace of growth. A small number of firms (centered at a subset of the largest companies) reported mass layoffs, while other firms opted to allow for natural attrition to occur and to hire only for critically important roles. Contacts reported the labor market becoming less tight as several Districts noted increases to the labor supply. Firms benefited from better employee retention, which allowed them to hire for open roles while not constantly trying to back-fill positions. Wages showed some moderation but remained elevated. Several Districts reported declining needs for off-cycle wage increases compared to the prior year.

Overall price levels rose moderately, though the rate of price increase appeared to be slowing. Contacts noted modest-to-sharp declines in the prices of nonlabor inputs and significantly lower freight costs. Producer prices for finished goods rose modestly,



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albeit at a slightly slower pace. Selling price pressures eased broadly in manufacturing and services sectors. Consumer prices generally increased due to still-elevated demand as well as higher inventory and labor costs. Prices for homes and rents leveled out in most Districts but remained at near record highs. Contacts expected further relief from input cost pressures but anticipated changing their prices more frequently compared to previous years.

Reports by the Federal Reserve's Sixth District, Atlanta (which includes Trustmark's Alabama, Florida and Mississippi market regions), Eighth District, St. Louis (which includes Trustmark's Tennessee market region), and Eleventh District, Dallas (which includes Trustmark's Texas market region), noted similar findings for the reporting period as those discussed above. The Federal Reserve's Sixth District also noted that liquidity pressures persisted for some financial institutions, but despite concerns about liquidity, banks indicated loan growth remained solid over the reporting period. Banking contacts in the Sixth District reported that a limited number of customers expressed concerns about recent bank failures and their level of uninsured deposits held at a single institution; however, banks have not experienced a large outflow of deposits. The Federal Reserve's Sixth District also noted that unrealized losses remained elevated, limiting the ability to sell securities for liquidity without negatively impacting capital. The Federal Reserve's Eighth District also reported that banking conditions remain stable, loan growth declined slightly in the commercial, industrial and consumer lending sectors but increased in the real estate sector, and total deposits fell. The Federal Reserve's Eighth District also noted that contacts expect net interest margins to begin contracting if they have not already, as deposit costs are still increasing. Memphis banking contacts in the Eighth District reported a renewed focus in the industry on liquidity in light of recent bank failures, while expressing confidence in their diverse and strong deposit base. The Federal Reserve's Eleventh District also reported loan demand continued to decline as bankers reported worsening business activity, loan volumes fell, driven largely by a sharp contraction in consumer loans, loan performance worsened slightly overall, credit standards and terms tightened sharply and increases in loan pricing was noted. Banking outlooks continued to deteriorate in the Federal Reserve's Eleventh District, with contacts expecting a contraction in loan demand and business activity and an increase in nonperforming loans over the next six months. The Federal Reserve's Eleventh District also noted that increased uncertainty and lack of confidence resulting from the recent banking issues were cited as concerns.

The rapid rise in interest rates during 2022 and the first three months of 2023, the resulting industry-wide reduction in the fair value of securities portfolios and the recent bank runs that led to the failures of some financial institutions in March 2023, among other events, have resulted in a current state of volatility and uncertainty with respect to the health of the United States banking system. There is heightened awareness around liquidity, uninsured deposits, deposit composition, unrecognized investment losses and capital. See further discussion around these items in the remaining sections of the Management's Discussion and Analysis of this document.

Financial Highlights

Trustmark reported net income of $50.3 million, or basic and diluted earnings per share (EPS) of $0.82, in the first quarter of 2023, compared to $29.2 million, or basic and diluted EPS of $0.47, in the first quarter of 2022. Trustmark's reported performance during the quarter ended March 31, 2023 produced a return on average tangible equity of 18.03%, a return on average assets of 1.10%, an average equity to average assets ratio of 8.24% and a dividend payout ratio of 28.05%, compared to a return on average tangible equity of 9.05%, a return on average assets of 0.68%, an average equity to average assets ratio of 9.79% and a dividend payout ratio of 48.94% during the quarter ended March 31, 2022.

Total revenue, which is defined as net interest income plus noninterest income, for the three months ended March 31, 2023 was $189.0 million, an increase of $35.5 million, or 23.1%, when compared to the same time period in 2022. The increase in total revenue for the three months ended March 31, 2023, when compared to the same time period in 2022, primarily resulted from an increase in net interest income, principally due to increases in interest and fees on loans held for sale (LHFS) and LHFI, other interest income and interest on securities, partially offset by an increase in total interest expense.

Net interest income for the three months ended March 31, 2023 totaled $137.6 million, an increase of $38.3 million, or 38.5%, when compared to the same time period in 2022. Interest income totaled $198.9 million for the three months ended March 31, 2023, an increase of $95.2 million, or 91.8%, when compared to the same time period in 2022, principally due to increases in interest and fees on LHFS and LHFI primarily due to loan growth and rising interest rates, other interest income primarily due to an increase in the rate paid by the Federal Reserve Bank of Atlanta (FRBA) on reserves and interest on securities primarily due to higher-yielding securities purchased throughout 2022. Interest expense totaled $61.3 million for the three months ended March 31, 2023, an increase of $56.9 million when compared to the same time period in 2022. The increase in interest expense when the first quarter of 2023 is compared to the same time period in 2022 was due to increases in interest on deposits primarily due to rising interest rates, increased competition for deposits and higher average balances, other interest expense primarily due to the increase in short-term Federal Home Loan Bank (FHLB) advances, and interest on federal funds purchased and securities sold under repurchase agreements primarily due to increases to the target rate for federal funds purchased by the FRB as well as an increase in upstream federal funds purchased.

Noninterest income for the three months ended March 31, 2023 totaled $51.4 million, a decrease of $2.7 million, or 5.1%, when compared to the same time period in 2022, primarily due to a decline in mortgage banking, net. Mortgage banking, net totaled $7.6



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million for the three months ended March 31, 2023, a decrease of $2.2 million, or 22.6%, when compared to the same time period in 2022, principally due to declines in the gain on sales of loans, net and the net hedge ineffectiveness, partially offset by a decline in the run-off of the mortgage servicing rights (MSR).

Noninterest expense for the three months ended March 31, 2023 totaled $128.3 million, an increase of $6.8 million, or 5.6%, when compared to the same time period in 2022. The increase in noninterest expense for the first quarter of 2023 was principally due to increases in salaries and employee benefits and other expense. Salaries and employee benefits totaled $74.1 million for the three months ended March 31, 2023, an increase of $4.5 million, or 6.4%, when compared to the same time period in 2022, principally due to increases in salaries expense, primarily due to general merit increases as well as employees added related to the new Georgia LPO and accrued management performance incentives, partially offset by a decline in commission expense due to the decline in mortgage originations. Other expense totaled $14.8 million for the three months ended March 31, 2023, an increase of $1.3 million, or 9.9%, when compared to the same time period in 2022, principally due to increases in FDIC assessment expense, stationery and supplies expense, and other miscellaneous expenses, partially offset by a decline in loan expense.

Trustmark's provision for credit losses (PCL) on LHFI for the three months ended March 31, 2023 totaled $3.2 million, an increase of $4.1 million when compared to the same time period in 2022. The PCL on LHFI for the first three months of 2023 primarily reflected an increase in required reserves as a result of loan growth and the Nature and Volume of Portfolio qualitative factor. The PCL on off-balance sheet credit exposures totaled a negative $2.2 million for the three months ended March 31, 2023, a decrease of $1.1 million when compared to the same time period in 2022. The negative PCL on off-balance sheet credit exposures for the first three months of 2023 primarily reflected a decline in required reserves as a result of changes in the total reserve rate used in the calculation of the ACL on off-balance sheet credit exposures and a decline in the unfunded commitments balance. Please see the section captioned "Provision for Credit Losses" for additional information regarding the PCL on LHFI and off-balance sheet credit exposures.

At March 31, 2023, nonperforming assets totaled $74.1 million, an increase of $6.1 million, or 9.0%, compared to December 31, 2022, primarily as a result of an increase in nonaccrual loans. Nonaccrual LHFI totaled $72.4 million at March 31, 2023, an increase of $6.4 million, or 9.7%, relative to December 31, 2022, primarily due to loans placed on nonaccrual status in the Mississippi market region.

LHFI totaled $12.497 billion at March 31, 2023, an increase of $293.2 million, or 2.4%, compared to December 31, 2022. The increase in LHFI during the first three months of 2023 was primarily due to net growth in LHFI secured by real estate and commercial and industrial LHFI, partially offset by a decline in state and other political subdivision LHFI. For additional information regarding changes in LHFI and comparative balances by loan category, see the section captioned "LHFI."

Management has continued its practice of maintaining excess funding capacity to provide Trustmark with adequate liquidity for its ongoing operations. In this regard, Trustmark benefits from its strong deposit base, its highly liquid investment portfolio and its access to funding from a variety of external funding sources such as upstream federal funds lines, FHLB advances and brokered deposits. See the section captioned "Capital Resources and Liquidity" for further discussion of the components of Trustmark's excess funding capacity.

Total deposits were $14.784 billion at March 31, 2023, an increase of $346.0 million, or 2.4%, compared to December 31, 2022. During the first three months of 2023, noninterest-bearing deposits decreased $296.7 million, or 7.2%, reflecting declines in all categories of noninterest-bearing deposits reflecting customers' desire for higher-yielding deposit accounts. Interest-bearing deposits increased $642.7 million, or 6.2%, during the first three months of 2023, primarily due to growth in consumer and business certificates of deposits (CDs), which was principally attributable to deposit campaigns offered during the first quarter of 2023, the addition of $150.0 million of brokered CDs and growth in consumer and business money market deposit accounts (MMDAs), partially offset by declines in consumer interest checking accounts and all categories of savings accounts.

Federal funds purchased and securities sold under repurchase agreements totaled $478.0 million at March 31, 2023, an increase of $28.6 million, or 6.4%, compared to December 31, 2022, principally due to an increase in upstream federal funds purchased. Other borrowings totaled $1.485 billion at March 31, 2023, an increase of $434.2 million, or 41.3%, compared to December 31, 2022, principally due to an increase in short-term FHLB advances obtained from the FHLB of Dallas. The increases in the upstream federal funds purchased and short-term FHLB advances as funding sources were principally due to Trustmark's continued strong loan growth and increased competition for deposits.

Recent Legislative and Regulatory Developments

Potential Regulatory Reforms in Response to Recent Bank Failures

The recent failures of Silicon Valley Bank, Santa Clara, California, Signature Bank, New York, New York, and First Republic Bank, San Francisco, California, in March and April of this year, may lead to regulatory changes and initiatives that could impact Trustmark.



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For example, the FDIC has stated that it plans to impose a special deposit insurance assessment on banks in order to recover losses that the FDIC's Deposit Insurance Fund (DIF) incurred in the receiverships of these institutions. Trustmark cannot predict the amount or timing of any special assessment or changes to the assessment calculation the FDIC may choose to impose in order to recover losses incurred by the FDIC's DIF. However, any special assessments or changes in the assessment calculation imposed by the FDIC could have a material adverse effect on Trustmark's financial condition and results of operations. In addition, President Biden has encouraged the federal banking agencies to adopt various reforms, including the completion of an incentive compensation rule for bank executives pursuant to Section 956 of the Dodd-Frank Act, in response to these bank failures. On April 28, 2023, the FRB and the FDIC issued reports on the potential causes of failures of Silicon Valley Bank and Signature Bank, respectively. Among the changes discussed, the FRB and the FDIC highlighted potential changes needed to supervisory approaches for banks of all sizes as well as to regulatory requirements. Currently, it is unclear what actions federal regulatory agencies will take as a result of these failures.

Small Business Lending Data Collection Rule

On March 30, 2023, the CFPB finalized a rule under section 1071 of the Dodd-Frank Act requiring lenders to collect and report data regarding small business lending activity. Trustmark is evaluating the impact of the new rule.

For additional information regarding legislation and regulation applicable to Trustmark, see the section captioned "Supervision and Regulation" included in Part I. Item 1. - Business of Trustmark's 2022 Annual Report.

Selected Financial Data

The following tables present financial data derived from Trustmark's consolidated financial statements as of and for the periods presented ($ in thousands, except per share data):


                                                    Three Months Ended March 31,
                                                      2023                 2022
Consolidated Statements of Income
Total interest income                            $      198,900       $      103,713
Total interest expense                                   61,305                4,369
Net interest income                                     137,595               99,344
Provision for credit losses (PCL), LHFI                   3,244                 (860 )
PCL, off-balance sheet credit exposures                  (2,242 )             (1,106 )
Noninterest income                                       51,377               54,115
Noninterest expense                                     128,327              121,519
Income before income taxes                               59,643               33,906
Income taxes                                              9,343                4,695
Net Income                                       $       50,300       $       29,211

Total Revenue (1)                                $      188,972       $      153,459

Per Share Data
Basic EPS                                        $         0.82       $         0.47
Diluted EPS                                                0.82                 0.47
Cash dividends per share                                   0.23                 0.23

Performance Ratios
Return on average equity                                  13.39 %               6.91 %
Return on average tangible equity                         18.03 %               9.05 %
Return on average assets                                   1.10 %               0.68 %
Average equity / average assets                            8.24 %               9.79 %
Net interest margin (fully taxable equivalent)             3.39 %               2.58 %
Dividend payout ratio                                     28.05 %              48.94 %

Credit Quality Ratios (2)
Net charge-offs (recoveries) / average loans               0.04 %              -0.01 %
PCL, LHFI / average loans                                  0.10 %              -0.03 %
Nonaccrual LHFI / (LHFI + LHFS)                            0.57 %               0.61 %

Nonperforming assets / (LHFI + LHFS)


  plus other real estate                                   0.58 %               0.64 %
ACL, LHFI / LHFI                                           0.98 %               0.95 %




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(1)

Consistent with Trustmark's audited annual financial statements, total revenue is defined as net interest income plus noninterest income.

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