ITEM 1. BUSINESS
GENERAL
Trustmark Corporation (Corporation) is a one-bank holding company which was incorporated under the Mississippi Business Corporation Act on August 5, 1968 and commenced doing business in November 1968. At December 31, 1993, the Corporation had total consolidated assets of $4.4 billion and total consolidated equity of $358.6 million. The Corporation's primary business activities are generated through its majority-owned subsidiary, Trustmark National Bank (Trustmark), which accounts for approximately 99.9% of total assets and total revenues of the Corporation. Trustmark, which was chartered by the State of Mississippi in 1889, is headquartered in Jackson and is the largest bank in the state having total assets at December 31, 1993, of approximately $4.4 billion and deposits of $3.2 billion.
Trustmark's primary means of asset growth has been through mergers and acquisitions of financial institutions. The most recent acquisition involved the merger of Trustmark National Bank and the UniSouth Banking Corporation (UniSouth) of Columbus, Mississippi. This merger was consummated after the close of business on July 31, 1993, and has been accounted for by the purchase method of accounting. The stockholders of UniSouth received 1,696,524 shares of Trustmark Corporation stock and approximately $677,000 in cash in connection with this merger.
Trustmark's retail banking system offers a variety of deposit, investment and credit products to its customers through a branch network with facilities in 142 locations. Trustmark is well established as a provider of depository, credit and cash management services to middle-market and larger businesses. These services range from payroll checking, business checking accounts, corporate savings, secured and unsecured lines of credit and loans to direct deposit payroll, sweep accounts and letters of credit. Trustmark also offers MasterCard, VISA and VISA Gold credit card services to consumers and merchants throughout Mississippi. In addition, customers continue to have access to over 95,000 ATM's worldwide through the Gulfnet and CIRRUS systems. Trustmark's Trust Services business unit provides services in three areas: custody, investment management and ancillary services such as a third party fiscal agent. Trustmark's Investment Services unit provides both institutional and retail customers with quality investment opportunities through its Dealer Bank Department and Trustmark Financial Services, Inc. (TFSI), its wholly-owned subsidiary. During 1993, TFSI opened new offices in Columbus, Meridian and Hernando with more openings planned for 1994.
In addition, the Corporation directly owns all of the stock of F. S. Corporation and First Building Corporation, both non-bank Mississippi corporations. F. S. Corporation previously developed automobile financing, including all incidental and related matters. First Building Corporation previously managed and operated its real estate investments. Today, F. S. Corporation and First Building Corporation are not considered significant subsidiaries.
As of January 31, 1994, the Corporation and its subsidiaries employed approximately 2,058 employees.
COMPETITION
Trustmark competes with national and state banks in its service areas for all types of depository, credit, investment and trust services. In addition, Trustmark competes in its respective service areas with other financial institutions including savings and loan associations, personal loan companies, consumer finance companies, mortgage companies, insurance companies, brokerage firms, investment companies, credit unions and financial service operations of major retailers. Trustmark competes with these financial institutions in the areas of interest rates, the availability and quality of services and products, and the pricing of these services and products.
SUPERVISION AND REGULATION
The Corporation is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As such, the Corporation is required to file an annual report and such additional information as the Board of Governors of the Federal Reserve System may require. The Act requires every bank holding company to obtain the prior approval of the Board of Governors before it may acquire substantially all the assets of any bank, or ownership or control of any voting shares of any bank, if, after the acquisition, it would own or control, directly or indirectly, more than five percent of the voting shares of the bank. In addition, a bank holding company is generally prohibited from engaging in or acquiring direct or indirect control of voting shares of any company engaged in nonbanking activities. One of the principal exceptions to this prohibition is for activities found by the Board of Governors, by order or regulation, to be closely related to banking or managing or controlling banks "as to be a proper incident thereto." The Board has by regulation determined that a number of activities are closely related to banking within the meaning of the Act. In addition, the Corporation is subject to regulation by the State of Mississippi under its laws of incorporation.
Trustmark is subject to various requirements and restrictions by federal and state banking authorities including the Office of the Comptroller of the Currency (OCC) and the Mississippi Department of Banking. Areas subject to regulation include loans, reserves, investments, issuance of securities, establishment of branches, loans to directors, executive officers and their related interests, relationships with correspondent banks, consumer protection and other aspects of operations. In addition, national banks are subject to legal limitations on the amount of earnings they may pay as dividends. Trustmark also is insured by, and therefore subject to the regulations of the Federal Deposit Insurance Corporation.
In December 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) was enacted. FDICIA substantially revised the depository institution regulatory and funding provisions of the Federal Deposit Insurance Act and makes revisions to several other federal banking statutes. Among other things, FDICIA requires banking regulators to take prompt corrective action whenever financial institutions do not meet minimum capital requirements. In addition, FDICIA has created restrictions on capital distributions that would leave a depository institution undercapitalized.
In May of 1993, the FDIC adopted the final rule implementing Section 112 of FDICIA. This regulation includes requirements, procedures and interpretive guidelines that mandate new audit and reporting requirements for financial institutions. As a result of these new requirements, certain formal attestations, assertions and documentation must be imposed on existing control structures. This regulation became effective for fiscal years ending after December 31, 1992.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Registrant including their positions with the Registrant, their ages and their principal occupations for the last five years are as follows:
Frank R. Day, 62, Director, Chairman of the Board, President and Chief Executive Officer, Trustmark Corporation; Chairman of the Board and Chief Executive Officer, Trustmark National Bank since January, 1988. Assumed additional office of President of Trustmark Corporation at that time.
David R. Carter, 42, Secretary-Treasurer of Trustmark Corporation since March 1986; Chief Financial Officer of Trustmark National Bank since May 1987.
STATISTICAL DISCLOSURES
The statistical disclosures for Trustmark Corporation are contained in Tables 1 through 12.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES
TABLE 1 - COMPARATIVE AVERAGE BALANCES - YIELDS AND RATES
The Average Assets and Liabilities table below shows the average balances for all assets and liabilities of the Corporation, the interest income or expense associated with those assets and liabilities, and the computed yield or rate based upon the interest income or expense for each of the last three years (Tax Equivalent Basis - $ in thousands):
Nonaccruing loans have been included in the average loan balances and interest collected prior to these loans having been placed on nonaccrual has been included in interest income. Interest income and average yield on tax- exempt assets have been calculated on a fully tax equivalent basis using a tax rate of 35% for 1993 and 34% for 1992 and 1991. Certain reclassifications have been made to the 1992 and 1991 statements to conform to the 1993 method of presentation.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 2 - VOLUME AND YIELD/RATE VARIANCE ANALYSIS
The Volume and Yield/Rate variance table below shows the change from year to year for each component of the tax equivalent net interest margin separated into the amount generated by volume changes and the amount generated by changes in the yield or rate (Tax Equivalent Basis - $ in thousands):
The change in interest due to both volume and yield/rate has been allocated to change due to volume and change due to yield/rate in proportion to the absolute value of the change in each. Tax-exempt income has been adjusted to a tax equivalent basis using a tax rate of 35% for 1993 and 34% for 1992 and 1991. The balances of nonaccrual loans and related income recognized have been included for purposes of these computations. TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 3 - INVESTMENT PORTFOLIO
The table below indicates book values of investment securities by type at year-end for each of the last three years ($ in thousands):
TABLE 4 - MATURITY DISTRIBUTION AND YIELDS OF INVESTMENT PORTFOLIO
The following table details the maturities of investment securities at December 31, 1993 and the weighted average yield for each range of maturities (Tax Equivalent Basis - $ in thousands):
Included in the above maturity schedule are mortgage related securities totaling $914,918,000 which have contractual maturities as follow: Within One Year - $6,402,000; After One, But Within Five Years - $17,492,000; After Five, But Within Ten Years - $137,181,000; After Ten Years - $753,843,000. Due to the nature of mortgage related securities, the actual maturities of these investments can be substantially shorter than their contractual maturity. Management believes the actual weighted average maturity of the entire mortgage related portfolio to be approximately 2.98 years.
As of December 31, 1993 the Corporation held securities of one issuer with a carrying value exceeding ten percent of total stockholders' equity. General obligations of the State of Mississippi with a carrying value of $77,348,000 and an approximate fair value of $81,739,000 were held on December 31, 1993. Included in the aforementioned State of Mississippi holdings are bonds with an aggregate carrying value of $27,112,000 and an approximate fair value of $29,459,000 which are known to be prerefunded or escrowed to maturity by U. S. Government securities.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 5 - COMPOSITION OF THE LOAN PORTFOLIO
The table below shows the carrying value of the loan portfolio at the end of each of the last five years ($ in thousands):
TABLE 6 - LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES
The table below shows the amounts of loans in certain categories outstanding as of December 31, 1993, which, based on the remaining scheduled repayments of principal, are due in the periods indicated ($ in thousands):
The following table shows all loans due after one year classified according to their sensitivity to changes in interest rates ($ in thousands):
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 7 - NONPERFORMING ASSETS AND PAST DUE LOANS
The table below shows the Corporation's nonperforming assets and past due loans at the end of each of the last five years ($ in thousands):
Interest which would have been accrued on nonaccrual and restructured loans if they had been in compliance with their original terms is immaterial.
At December 31, 1993 the Corporation had no loan concentrations greater than ten percent of total loans except as shown in Table 5.
At December 31, 1993 there were no interest-earning assets that would be required to be disclosed if such assets were loans.
It is the Corporation's policy that interest will not be accrued on any loan for which payment in full of interest or principal is not expected, on any loan which is seriously delinquent unless the obligation is both well secured and in the process of collection, or on any loan that is maintained on a cash basis due to deterioration in the financial condition of the borrower. Management considers a debt to be "well secured" if it is secured by collateral in the form of liens on or pledges of real or personal property that have a realizable value sufficient to discharge the debt in full or by the guaranty of a financially responsible party. A debt is considered to be "in process of collection" if, based on a probable specific event, it is expected that the loan will be repaid or brought current. At December 31, 1993, the Corporation has no loans about which Management has serious doubts as to their collectibility other than those disclosed above. TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 8 - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The table below summarizes the Corporation's loan loss experience for each of the last five years ($ in thousands):
The allowance for loan losses is established through a provision for loan losses charged to expenses. Loans are charged against the allowance for loan losses when Management believes that the collectibility of the principal is unlikely.
The allowance for loan losses is maintained at a level which Management and the Board of Directors believe is adequate to absorb estimated losses inherent in the loan portfolio. The adequacy of the allowance is reviewed on a quarterly basis by using the criteria specified in revised Comptroller of the Currency Banking Circular 201. Each review includes analyses of historical loss experience, trends in portfolio volume and composition, consideration of current economic conditions, estimated future losses in significant criticized loans and other pertinent information. Once this information is analyzed, it is used as the basis for allocation for pools of criticized loans, loans by industry or concentration, letters of credit and off-balance sheet commitments to lend. During 1993, the Corporation felt it was prudent to continue to increase the allowance given the uncertainty surrounding the national and state economies and its commitment to sound, conservative banking practices. Because the current economic recovery is predicted to produce only modest economic growth during 1994, Management will continue to take a prudent approach to the evaluation of the allowance for loan losses. TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 9 - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table is a summary by allocation category of the Corporation's allowance for loan losses at December 31, 1993. These allocations were determined by internal formulas based upon Management's analyses of the various types of risk associated with the Corporation's loan portfolio. A discussion of Management's methodology for performing these analyses follows the table ($ in thousands):
The Corporation maintains an allowance for loan losses which is considered sufficient to absorb potential losses. The methodology employed in order to determine an amount which is considered adequate utilizes the criteria specified in the Office of the Comptroller of the Currency's revised Banking Circular 201 and guidance provided in the recently issued Interagency Policy Statement. Loss percentages were uniformly applied to pools of risk-rated loans within the total portfolio. The percentages utilized were determined based on migration analysis, previously established floors for each category and economic factors. In addition, relationships of $500,000 or more which were risk-rated Other Loans Especially Mentioned (OLEM) or Substandard and all which were risk-related Doubtful were reviewed by the Corporation's Internal Asset Review staff to determine if the standard percentages appeared to be sufficient to cover potential loss on each line. In the event that the percentages on any particular lines were determined to be insufficient, additional allocations were made based upon recommendations of lending and asset review personnel.
Industry allocations were made based on concentrations of credit within the portfolio as well as arbitrary designation of certain other industries by Management.
The general allocation is included in the allowance to cover potential loan losses within portions of the loan portfolio not addressed in the preceeding allocations. The types of loans included in the general allocation were mortgage loans, direct and indirect installment loans, credit card loans and overdrafts. The actual allocation amount was based upon the more conservative estimate of loss experience within these categories during 1993 or the historical 5-year moving average for each category or previously established floors.
The amount included in the allocation for lines of credit and letters of credit consists of a percentage of the unused portion of those lines and the amount outstanding in letters of credit. Since the Corporation has had negligible loss experience in these categories, arbitrary percentages, which represented the same percentages applied to the funded portions of the commercial and retail loan portfolios, were applied to cover any potential losses.
The remaining $28,022,000 is discretionary and serves as added protection in the event that any of the above specific components are determined to be inadequate or for issues that cannot or have not been measured on a quantitative basis over a prolonged period of time. During 1993, the Corporation felt it was prudent to continue to increase the allowance given the uncertainty surrounding the economy and its commitment to sound, conservative banking practices. Because of the imprecision inherent in most estimates of expected credit losses, Management will continue to take a prudent approach in the evaluation of the allowance for loan losses.
As is shown in Table 8, net charge-offs decreased during 1993 compared to 1992. With a similar decline in nonperforming assets during 1993, it is anticipated that the level of net charge-offs for 1994 will compare favorably to those experienced in recent years.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 10 - TIME DEPOSITS OF $100,000 OR MORE
The table below shows maturities on outstanding time deposits of $100,000 or more at December 31, 1993 ($ in thousands):
TABLE 11 - SELECTED RATIOS
The following ratios are presented for each of the last three years:
TABLE 12 - SHORT-TERM BORROWINGS
The table below presents certain information concerning the Corporation's short-term borrowings for each of the last three years ($ in thousands):
ITEM 2.
ITEM 2. PROPERTIES
The Corporation does not directly own or lease any physical properties. All properties are owned or leased by Trustmark whose main office is located in Jackson, Mississippi and is housed in a 14-floor combination office and bank building owned in fee. Approximately 132,000 square feet (50%) of the rentable space in the building is allocated to bank use with the remainder occupied by tenants on a lease basis. In total, Trustmark operates 89 full-service branches, 27 limited-service branches and 26 off-premise automated teller machines. Trustmark leases 34 of the 142 total locations with the remainder being owned.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Corporation is defendant in various legal actions arising in the normal course of business. Management and legal counsel are of the opinion that the outcome of these matters will not have a material adverse effect on the Corporation's financial condition.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the Corporation's shareholders during the fourth quarter of 1993.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Corporation's common stock is listed for trading on the Nasdaq Stock Market. At February 28, 1994 there were approximately 4,200 shareholders of record of the Corporation's common stock. Other information required by this item can be found in Note 14-Stockholders' Equity and the table captioned "Principal Markets and Prices of the Corporation's Stock" included in the Registrant's 1993 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item can be found in the table captioned "Selected Financial Data" included in the Registrant's 1993 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Registrant's 1993 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Trustmark Corporation and Subsidiaries, the accompanying Notes to Consolidated Financial Statements and the Report of Independent Public Accountants are contained in the Registrant's 1993 Annual Report to Shareholders and are incorporated herein by reference. The table captioned "Summary of Quarterly Results of Operations" is also included in the Registrant's 1993 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no change of accountants within the two-year period prior to December 31, 1993.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on the directors of the Registrant can be found in Section II, "Election of Directors" and Section IX, "Other Information Concerning Directors" contained in Trustmark Corporation's Proxy Statement dated February 11, 1994 and is incorporated herein by reference. Information on the Registrant's executive officers is included in Part I of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item can be found in Section V, "Executive Compensation", Section VI, "Compensation Committee Report on Executive Compensation", Section VII, "Compensation Committee Interlocks and Insider Participation in Compensation Decisions" and Section IX, "Other Information Concerning Directors" contained in Trustmark Corporation's Proxy Statement dated February 11, 1994 and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and Management can be found in Section III, "Voting Securities and Principal Holders Thereof" and Section IV, "Ownership of Equity Securities by Management" contained in Trustmark Corporation's Proxy Statement dated February 11, 1994 and is incorporated herein by reference.
The Registrant knows of no arrangements which may at a subsequent date result in a change in control of the Registrant.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions can be found in Section VIII, "Transactions with Management" contained in Trustmark Corporation's Proxy Statement dated February 11, 1994 and is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A-1. Financial Statements
The report of Arthur Andersen & Co., independent auditors, and the following consolidated financial statements of Trustmark Corporation and Subsidiaries are included in the Registrant's 1993 Annual Report to Shareholders and are incorporated into Part II, Item 8 herein by reference:
Report of Independent Public Accountants Consolidated Balance Sheets as of December 31, 1993 and 1992 Consolidated Statements of Income for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992 and 1991 Notes to Consolidated Financial Statements (Notes 1 through 15) Selected Financial Data, Summary of Quarterly Results of Operations, and Principal Markets and Prices of the Corporation's Stock
A-2. Financial Statement Schedules
The schedules to the consolidated financial statements set forth by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.
A-3. Exhibits
The exhibits listed in the Exhibit Index are filed herewith or are incorporated herein by reference.
B. Reports on Form 8-K
There have been no reports on Form 8-K filed by the Registrant for the quarter ended December 31, 1993. SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRUSTMARK CORPORATION
BY: /s/ FRANK R. DAY BY: /s/ DAVID R. CARTER Frank R. Day David R. Carter Chairman of the Board, Secretary-Treasurer President and Chief Executive Officer
DATE: March 8, 1994 DATE: March 8, 1994 SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
DATE: March 8, 1994 BY: /s/ J. KELLY ALLGOOD J. Kelly Allgood, Director
DATE: March 8, 1994 BY: /s/ REUBEN V. ANDERSON Reuben V. Anderson, Director
DATE: March 8, 1994 BY: /s/ JOHN L. BLACK, JR. John L. Black, Jr., Director
DATE: March 8, 1994 BY: /s/ HARRY H. BUSH Harry H. Bush, Director
DATE: March 8, 1994 BY: /s/ ROBERT P. COOKE III Robert P. Cooke III, Director
DATE: March 8, 1994 BY: /s/ D. G. FOUNTAIN, JR. D. G. Fountain, Jr., Director
DATE: March 8, 1994 BY: /s/ C. GERALD GARNETT C. Gerald Garnett, Director
DATE: March 8, 1994 BY: /s/ WILLIAM F. GOODMAN, JR. William F. Goodman, Jr., Director
DATE: March 8, 1994 BY: /s/ MATTHEW L. HOLLEMAN III Matthew L. Holleman III, Director
DATE: March 8, 1994 BY: /s/ AARON J. JOHNSTON Aaron J. Johnston, Director
DATE: March 8, 1994 BY: /s/ FRED A. JONES Fred A. Jones, Director
DATE: March 8, 1994 BY: /s/ T. H. KENDALL III T. H. Kendall III, Director DATE: March 8, 1994 BY: /s/ ROBERT V. MASSENGILL Robert V. Massengill, Director
DATE: March 8, 1994 BY: /s/ DONALD E. MEINERS Donald E. Meiners, Director
DATE: March 8, 1994 BY: /s/ WILLIAM NEVILLE III William Neville III, Director
DATE: March 8, 1994 BY: /s/ GUS A. PRIMOS Gus A. Primos, Director
DATE: March 8, 1994 BY: /s/ BEN PUCKETT Ben Puckett, Director
DATE: March 8, 1994 BY: Clyda S. Rent, Director
DATE: March 8, 1994 BY: /s/ WILLIAM THOMAS SHOWS William Thomas Shows, Director
DATE: March 8, 1994 BY: /s/ HARRY M. WALKER Harry M. Walker, Director
DATE: March 8, 1994 BY: /s/ PAUL H. WATSON, JR. Paul H. Watson, Jr., Director
DATE: March 8, 1994 BY: /s/ ALLEN WOOD, JR. Allen Wood, Jr., Director EXHIBIT INDEX
3-a Articles of Incorporation, as amended. Filed as Exhibit 3 to the Corporation's Form 10-K Annual Report for the year ended December 31, 1990, incorporated herein by reference
3-b Bylaws, as amended. Filed as Exhibit 3-b to the Corporation's Form 10-K Annual Report for the year ended December 31, 1991, incorporated herein by reference.
10-a Deferred Compensation Plan for Directors of Trustmark Corporation. Filed as Exhibit 10 to the Corporation's Form 10-K Annual Report for the year ended December 31, 1991, incorporated herein by reference.
10-b Deferred Compensation Plan for Executive Officers of Trustmark National Bank.
13 Only those portions of the Registrant's 1993 Annual Report to Shareholders expressly incorporated by reference herein are included in this exhibit and, therefore, are filed as a part of this report on Form 10-K.
All other exhibits are omitted as they are inapplicable or not required by the related instructions.