UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission file number: 1-14659
WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0328154
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890
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(Address of principal executive offices)(Zip Code)
(302)651-1000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Name of each exchange on which registered:
Section 12(b) of the Act:
Title of each class
Common Stock, $1.00 Par Value New York Stock Exchange
------------------------------ -----------------------
(Title of class)
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of June 30, 2003, the aggregate market value of voting and
non-voting stock held by non-affiliates* of the registrant was $1,910,480,607.
Indicate by check mark whether the registrant is an accelerated filer
(as described in Rule 12b-2 of the Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of the registrant's class of common
stock, as of the latest practicable date.
Class Outstanding at January 31, 2004
-------------------------- -------------------------------
Common Stock, $1 Par Value 66,171,175
Documents Incorporated Part of Form 10-K in which
by Reference Incorporated
-------------------------- -------------------------------
(1) Portions of Proxy Statement for 2004 Part III
Annual Shareholders' Meeting
of Wilmington Trust Corporation
(2) Portions of Annual Report to Parts I, II, and IV
Shareholders for fiscal year ended
December 31, 2003
*For purposes of this calculation, Wilmington Trust's subsidiaries and its
directors and executive officers are deemed to be "affiliates."
TABLE OF CONTENTS
PART I
Item 1 Business.......................................................... 1
Item 2 Properties........................................................ 24
Item 3 Legal Proceedings................................................. 25
Item 4 Submission of Matters to a Vote of Security Holders............... 25
PART II
Item 5 Market for Registrant's Common Stock and Related Stockholder
Matters........................................................... 25
Item 6 Selected Financial Data........................................... 27
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operation.............................................. 28
Item 7A Qualitative and Quantitative Disclosure About Market Risk......... 28
Item 8 Financial Statements and Supplementary Data....................... 28
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.............................................. 29
PART III
Item 10 Directors and Executive Officers of the Registrant................ 29
Item 11 Executive Compensation............................................ 29
Item 12 Security Ownership of Certain Beneficial Owners and Management.... 29
Item 13 Certain Relationships and Related Transactions.................... 29
Item 14 Controls and Procedures........................................... 30
Item 15 Principal Accountant Fees and Services............................ 30
PART IV
Item 16 Exhibits, Financial Statement Schedules, and Reports on Form 8-K.. 30
PART I
ITEM 1 - BUSINESS
General
Wilmington Trust Corporation, a Delaware corporation and a financial
holding company under the Bank Holding Company Act ("Wilmington Trust"), owns
Wilmington Trust Company, a Delaware-chartered bank and trust company and
Wilmington Trust's principal subsidiary ("WTC"). WTC was formed in 1903 and is
the largest full-service bank in Delaware, with 43 branch offices at December
31, 2003. Wilmington Trust also owns two other depository institutions,
Wilmington Trust of Pennsylvania, a Pennsylvania-chartered bank and trust
company with four branches ("WTPA"), and Wilmington Trust FSB, a
Federally-chartered savings bank with one branch in Maryland, one branch and
three sales offices in Florida and trust agency offices in California, Georgia,
Nevada, and New York ("WTFSB"). (WTC, WTPA, and WTFSB sometimes are referred to
herein as the "Banks"). Wilmington Trust also owns Rodney Square Management
Corporation, a registered investment adviser ("RSMC"), WT Investments, Inc., an
investment holding company with interests in six asset management firms ("WTI"),
Balentine Holdings, Inc., an investment holding company with interests in three
asset management firms ("BHI"), and Wilmington Trust (UK) Limited, an investment
holding company with interests in six international firms providing entity
management services ("WTUK").
Wilmington Trust's principal place of business is Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890. Its telephone number is
(302) 651-1000. Its principal role is to supervise and coordinate the Banks',
RSMC's, WTI's, BHI's and WTUK's activities and provide them with capital and
services. Virtually all of Wilmington Trust's income historically has been from
dividends from WTC. Wilmington Trust's current staff principally consists of its
management, who are executive officers generally serving in similar capacities
for WTC. Wilmington Trust utilizes WTC's support staff.
As of December 31, 2003, Wilmington Trust had total assets of $8.8
billion and total shareholders' equity of $800.8 million. On that date,
66,063,332 shares of Wilmington Trust's common stock were issued and
outstanding, which were held by 8,666 shareholders of record. Wilmington Trust's
total loans outstanding were approximately $6.2 billion on that date.
Wilmington Trust's businesses comprise Wealth Advisory Services,
Corporate Client Services, and Regional Banking Services. The Wealth Advisory
business serves clients throughout the United States and in many foreign
countries. The Corporate Client Services business provides specialty trust
services for national and multinational institutions. The Regional Banking
business targets commercial and consumer clients throughout the Delaware Valley
region.
Wealth Advisory Services Activities
The Banks' Wealth Advisory activities encompass a variety of
sophisticated financial planning, investment management, fiduciary, and custom
lending services for individuals and families. These services include estate,
retirement, tax, philanthropic, business succession, and
1
executive benefits planning. The Banks also offer trust creation and
administration, estate settlement, and private banking services. The Banks
receive fees for providing these services.
The Banks specialize in trusts that offer the legal and tax advantages
available in Delaware and other favorable jurisdictions. WTC is one of the
largest personal trust institutions in the United States.
Wilmington Trust's investment management capabilities utilize
proprietary and nonproprietary products to offer a full spectrum of asset
classes and investment styles, including fixed-income instruments, mutual funds,
domestic and international equities, real estate investment trusts, and
alternative investments such as private equity and hedge funds.
Investment management services are provided to institutional as well as
individual clients, including endowment and foundation funds, tax-qualified
defined benefit and defined contribution plans, and taxable and tax-exempt cash
portfolios.
Corporate Client Services Activities
Wilmington Trust's Corporate Client Services business provides a
variety of trustee, fiduciary, and administrative services in jurisdictions in
the United States, the Caribbean, and Europe with advantageous legal, tax, and
creditor protections. The business is focused on three areas: 1) services for
clients who utilize trusts in capital markets financing structures; 2) services
for clients who seek to establish and maintain legal residency requirements for
special purpose/variable interest entities; and 3) services for clients who use
an independent trustee to hold retirement plan assets.
Wilmington Trust serves as owner trustee or indenture trustee for a
variety of capital markets transactions, including those secured by
mortgage-backed collateral, residential and commercial mortgage loans, leases,
credit card receivables, franchises, timeshares, and other assets. Wilmington
Trust provides owner trustee or indenture trustee services for equipment leasing
trusts that hold aircraft, power generating facilities, communication lines,
satellites, vessels, and other capital equipment. It serves as indenture,
successor, collateral, or liquidating trustee in corporate reorganizations, debt
restructurings, mergers, and bankruptcies.
To establish and maintain legal residency requirements for special
purpose/variable interest entities, Wilmington Trust provides administrative
services that demonstrate "nexus," or substance. These services typically
include providing a physical location and independent directors for the entity,
accounting, and other administrative tasks.
As trustee for retirement plan assets, Wilmington Trust provides
administrative and custodial services for pension, 401(k), and other retirement
plans for clients who elect to use different providers for the investment
management, record keeping, and trustee services.
Lending Activities
The Banks historically have concentrated the lending, deposit-taking,
and other banking activities described below in Delaware, Florida, Maryland, New
York, and Pennsylvania. Retail and
2
commercial banking activities are conducted primarily in Delaware, Maryland, and
Pennsylvania. Banking activities conducted in other states relate primarily to
the Banks' wealth advisory business.
The Banks' commercial lending activities are targeted to owners of
privately held businesses with annual sales between $5 million and $250 million.
The Banks seek to work with business owners who need wealth advisory as well as
lending services.
Most of the Banks' commercial lending is concentrated in Delaware,
southeastern Pennsylvania, and Maryland's Eastern Shore. The Banks generally do
not pursue syndicated lending opportunities.
The Banks generally receive fees for originating loans and for taking
applications and committing to originate loans. In addition, they receive fees
for issuing letters of credit, as well as for late charges and other fees in
connection with lending activities.
Residential Mortgage Loans
The Banks directly originate or purchase conventional
residential first mortgage loans. The Banks sell all new residential mortgage
production into the secondary market. Existing residential mortgage loans are
served by a third-party provider. The Banks provide financing for jumbo
residential first mortgage loans through a third-party lender.
The Banks foster public awareness of their residential
mortgage loan products through newspaper advertising and direct mail. The Banks
offer both fixed and adjustable interest rates on residential mortgage loans,
with terms ranging up to 30 years.
Commercial Loans
The Banks also originate loans secured by mortgages on
commercial real estate and multi-family residential real estate. The Banks seek
to minimize risks of this lending in a number of ways, including:
- Limiting the size of their individual commercial and
multi-family real estate loans;
- Monitoring the aggregate size of their commercial and
multi-family housing loan portfolios;
- Generally requiring equity in the property securing
the loan equal to a certain percentage of the
appraised value or selling price;
- Requiring in most instances that the financed project
generates cash flow adequate to meet required debt
service payments; and
- Requiring that the Banks have recourse to the
borrower and guarantees from the borrower's
principals in most instances.
The Banks also make other types of commercial loans to
businesses located in their market areas. The Banks offer lines of credit, term
loans, and demand loans to finance working capital, accounts receivable,
inventory, and equipment purchases. Typically, these loans have terms of up to
seven years, and bear interest either at fixed rates or at rates fluctuating
with a designated
3
interest rate. These loans frequently are secured by the borrower's assets. In
many cases, they also are collateralized by guarantees of the borrower's owners
and their principal officers.
Construction Loans
The Banks make loans and participate in financing to construct
residences and commercial buildings. The Banks also originate loans for the
purchase of unimproved property for residential and commercial purposes. In
these cases, the Banks frequently provide the construction funds to improve the
properties.
The Banks' residential and commercial construction loans
generally have terms of up to 24 months, and interest rates that adjust from
time to time in accordance with changes in a designated interest rate. The Banks
disburse loan proceeds in increments as construction progresses and inspections
warrant. The Banks finance the construction of individual, owner-occupied houses
only if qualified professional contractors are involved and only on the basis of
the Banks' underwriting and construction loan management guidelines. The Banks
may underwrite and structure construction loans to convert to permanent loans at
the end of the construction period. Analyzing prospective construction loan
projects requires greater expertise than that required for residential mortgage
lending on completed structures. Accordingly, the Banks engage several
individuals experienced in underwriting in connection with their construction
lending. Residential and commercial construction loans afford the Banks the
opportunity to increase the interest rate sensitivity of their loan portfolios
and receive yields higher than those obtainable on permanent residential
mortgage loans.
Loans to Individuals
The Banks offer both secured and unsecured personal lines of
credit, installment loans, home improvement loans, direct and indirect
automobile loans, and credit card facilities. The Banks develop public awareness
of their consumer loan products primarily through newspaper advertising and
direct mail. Consumer loans generally have shorter terms and higher interest
rates than residential first mortgage loans. Through their consumer lending, the
Banks attempt to enhance the spread between their average loan yields and their
cost of funds, and their matching of assets and liabilities expected to mature
or reprice in the same periods.
Underwriting Standards
In determining whether to originate or purchase a residential
mortgage loan, the Banks assess both the borrower's ability to repay the loan
and the adequacy of the proposed information concerning the applicant's income,
financial condition, employment, and credit history. The Banks require title
insurance insuring the priority of their liens on most loans secured by first
mortgages on real estate, as well as fire and extended coverage casualty
insurance protecting the mortgaged properties. Loans are approved by various
levels of management depending on the amount of the loan.
The Banks' underwriting standards relating to commercial real
estate and multi-family residential loans are designed to ensure that the
property securing the loan will generate
4
sufficient cash flow to cover operating expenses and debt service. The Banks
review the property's operating history and projections, comparable properties,
and the borrower's financial condition and reputation. The Banks' general
underwriting standards with respect to these loans include:
- Inspecting each property before issuing a loan
commitment and before each disbursement;
- Requiring an appraisal of the property;
- Requiring recourse to the borrower; and
- Requiring the personal guaranty of the borrower's
principal(s).
The Banks monitor the performance of these loans by inspecting the property
securing each loan.
The Banks limit commercial loans secured by real estate to
individuals and organizations with a demonstrated capacity to generate cash flow
sufficient to repay indebtedness under varied economic conditions. The Banks
monitor the performance of these loans and other loans by reviewing each one at
least annually.
The Banks require first or junior mortgages to secure home
equity loans. Although this security influences the Banks' underwriting
decisions, their primary focus in underwriting these loans, as well as their
other loans to individuals, is on the borrower's financial ability to repay. In
the underwriting process, the Banks obtain credit bureau reports and verify the
borrower's employment and credit information. On home equity loans above a
certain level, the Banks require an appraisal of the property securing the loan
and, in certain instances, title insurance insuring the priority of their liens.
Deposit Activities
Deposit accounts are the primary source of the Banks' funds for use in
lending and investment activities and general business purposes. The Banks also
obtain funds from borrowings, the amortization and repayment of outstanding
loans, earnings, and maturities of investment securities.
The Banks' deposit accounts include demand checking accounts, term
certificates of deposit, money market deposit accounts, NOW accounts, and
regular savings accounts. The Banks also offer retirement plan accounts
(including individual retirement accounts, Keogh accounts, and simplified
employee pension plans) for investment in the Banks' various deposit accounts.
The Banks attract consumer deposits principally from their primary market areas.
Other Activities
Interest and dividends on investments provide the Banks with a
significant source of revenue. At December 31, 2003, the Banks' investment
securities, including securities purchased under agreements to resell, totaled
$1.9 billion, or 21.6% of their total assets. The Banks' investment securities
are used to meet Federal liquidity requirements, among other purposes.
Designated members of the Bank's management make investment decisions. The Banks
have established limits on the types and amounts of investments they may make.
5
Financial information about Wilmington Trust's reporting segments is
contained in Note 18 to the Consolidated Financial Statements contained in
Wilmington Trust's Annual Report to Shareholders for 2003.
Subsidiaries
WTC has 12 active wholly owned subsidiaries, formed for various
purposes. Those subsidiaries' results of operations are consolidated with
Wilmington Trust for financial reporting purposes. They provide additional
services to Wilmington Trust's customers, and include:
- Brandywine Finance Corporation, a finance company;
- Brandywine Insurance Agency, Inc., a licensed
insurance agent and broker for life, casualty, and
property insurance;
- Brandywine Life Insurance Company, Inc., a reinsurer
of credit life insurance written in connection with
closed-end consumer loans WTC makes;
- Special Services Delaware, Inc., which provides
services for special purpose entities;
- Wilmington Trust SP Services, Inc. and Wilmington
Trust SP Services (Delaware), Inc., which provide
services for special purpose entities using
Delaware's favorable tax and legal environment;
- Wilmington Trust SP Services (Nevada), Inc., which
provides services for special purpose entities using
Nevada's favorable tax and legal environment;
- Wilmington Trust SP Services (New York), Inc., a
sales production company for corporate trust
customers;
- Wilmington Brokerage Services Company, a registered
broker-dealer and a registered investment adviser;
- Wilmington Trust Global Services, Ltd., a sales
production company for corporate trust customers;
- Wilmington Trust (Cayman), Ltd., a trust company; and
- Wilmington Trust (Channel Islands), Ltd., a trust
company.
Affiliates
Through its subsidiaries, Wilmington Trust also has interests in the
following asset management firms whose results of operations are not
consolidated with Wilmington Trust for financial reporting purposes:
- A 69.14% interest in Cramer Rosenthal McGlynn, LLC,
an investment advisory firm specializing in equity
investments in small- to middle-capitalization
stocks;
- A 30% preferred profits interest and a 41.23% common
membership interest in Roxbury Capital Management,
LLC, an investment management firm specializing in
large capitalization stocks for institutional and
individual clients; and
- A 31.25% interest in Canada Partners Holdings, LLC, a
Baltimore-based private equity firm.
Staff Members
On December 31, 2003, Wilmington Trust and its subsidiaries had 2,307
full-time equivalent employees. Wilmington Trust considers its and its
subsidiaries' relationships with these employees to be good. Wilmington Trust
and the Banks provide a variety of benefit programs for these employees,
including pension, incentive compensation, thrift savings, stock purchase, and
group life, health, and accident plans.
Risk Factors
- Principal Interest Rate and Credit Risks Associated
with Consumer and Commercial Lending.
A certain degree of credit risk is inherent in the Banks' various
lending activities. The Banks offer fixed and adjustable interest rates on
loans, with terms of up to 30 years. Although the majority
6
of residential mortgage loans the Banks originate are fixed-rate, adjustable
rate mortgage ("ARM") loans increase the responsiveness of the Banks' loan
portfolios to changes in market interest rates. However, ARM loans generally
carry lower initial interest rates than fixed-rate loans. Accordingly, they may
be less profitable than fixed-rate loans during the initial interest rate
period. In addition, since they are more responsive to changes in market
interest rates than fixed-rate loans, ARM loans can increase the possibility of
delinquencies in periods of high interest rates.
The Banks also originate loans secured by mortgages on commercial real
estate and multi-family residential real estate. Since these loans usually are
larger than one-to-four family residential mortgage loans, they generally
involve greater risks than one-to-four family residential mortgage loans. In
addition, since customers' ability to repay those loans often is dependent on
operating and managing those properties successfully, adverse conditions in the
real estate market or the economy generally can impact repayment more severely
than loans secured by one-to-four family residential properties. Moreover, the
commercial real estate business is subject to downturns, overbuilding, and local
economic conditions.
The Banks also make construction loans for residences and commercial
buildings, as well as on unimproved property. While these loans also enable the
Banks to increase the interest rate sensitivity of their loan portfolios and
receive higher yields than those obtainable on permanent residential mortgage
loans, the higher yields correspond to the higher risks perceived to be
associated with construction lending. Those include risks associated generally
with loans on the type of property securing the loan. Consistent with industry
practice, the Banks sometimes fund the interest on a construction loan by
including the interest as part of the total loan. Moreover, commercial
construction lending often involves disbursing substantial funds with repayment
dependent largely on the success of the ultimate project instead of the
borrower's or guarantor's ability to repay. Again, adverse conditions in the
real estate market or the economy generally can impact repayment more severely
than loans secured by one-to-four family residential properties.
In the event of slow economic conditions or deterioration in commercial
and real estate markets, we would expect increased nonperforming assets, credit
losses, and provisions for loan losses.
- Market Valuation Risks.
A significant portion of the fee income Wilmington Trust earns in its
wealth advisory, corporate client, and asset management businesses is based upon
market valuations of securities Wilmington Trust holds for clients. Accordingly,
downturns in these valuations can adversely effect that fee income.
- Increasing Competition for Deposits, Loans, and
Assets Under Management.
The Banks compete for deposits, loans, and assets under management.
Many of the Banks' competitors are larger and have greater financial resources
than Wilmington Trust. These disparities have been accelerated with increasing
consolidation in the financial services industry. Savings banks, savings and
loan associations, and commercial banks located in the Banks' principal market
areas historically have provided the most direct competition for deposits.
Dealers in government securities and deposit brokers also provide competition
for deposits. Savings banks, savings and
7
loan associations, commercial banks, mortgage banking companies, insurance
companies, and other institutional lenders provide the principal competition for
loans. This competition can increase the rates the Banks pay to attract deposits
and reduce the interest rates they can charge on loans, and impact the Banks'
ability to retain existing customers and attract new customers.
Banks, trust companies, investment advisers, mutual fund companies, and
insurance companies provide the Banks' principal competition for trust and asset
management business.
- Regulatory Restrictions.
Wilmington Trust and its subsidiaries are subject to a variety of
regulatory restrictions in conducting business by federal and state authorities.
These include restrictions imposed by the Bank Holding Company Act, the Federal
Deposit Insurance Act, the Federal Reserve Act, the Home Owners' Loan Act, and a
variety of federal and state consumer protection laws. See "Regulatory Matters."
- Certain Anti-Takeover Provisions.
Certain provisions of Wilmington Trust's certificate of incorporation,
bylaws, and Delaware's General Corporation Law could discourage potential
acquisition proposals or delay or prevent a change in control of Wilmington
Trust. Those provisions include a classified Board of Directors, special
provisions for notice to Wilmington Trust for shareholders to make nominations
for director and Wilmington Trust's authorization to issue up to 1 million
shares of preferred stock and 150 million shares of common stock. These
authorized but unissued shares provide Wilmington Trust desirable flexibility
for possible acquisitions and other corporate purposes, but could also delay or
hinder an unsolicited acquisition of Wilmington Trust.
8
2003/2002 2002/2001
Increase (Decrease) Increase (Decrease)
due to change in due to change in
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(in millions) Volume(1) Rate(2) Total Volume(1) Rate(2) Total
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Interest income:
Time deposits in other banks $ -- $ -- $ -- $ -- $ -- $ --
Federal funds sold and securities
purchased under agreements to resell -- (0.2) (0.2) -- (0.4) (0.4)
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Total short-term investments -- (0.2) (0.2) -- (0.4) (0.4)
--------------------------------------------------------------------------
U.S. Treasury and government agencies (3.6) (4.5) (8.1) -- (7.3) (7.3)
State and municipal * (0.1) -- (0.1) (0.2) (1.2) (1.4)
Preferred stock * 2.3 (0.9) 1.4 (0.2) (0.1) (0.3)
Mortgage-backed securities 25.4 (13.0) 12.4 (4.7) (1.4) (6.1)
Other * 2.4 (1.6) 0.8 1.5 (4.0) (2.5)
--------------------------------------------------------------------------
Total investment securities 26.4 (20.0) 6.4 (3.6) (14.0) (17.6)
--------------------------------------------------------------------------
Commercial, financial, and agricultural * 10.6 (17.8) (7.2) 26.5 (39.6) (13.1)
Real estate-construction 8.4 (3.7) 4.7 3.1 (10.2) (7.1)
Mortgage - commercial * 2.9 (10.8) (7.9) (0.6) (16.4) (17.0)
--------------------------------------------------------------------------
Total commercial loans 21.9 (32.3) (10.4) 29.0 (66.2) (37.2)
--------------------------------------------------------------------------
Mortgage - residential (13.3) (1.4) (14.7) (9.2) (1.5) (10.7)
Installment loans to individuals 2.1 (7.4) (5.3) 4.6 (13.5) (8.9)
Loans secured by liquid collateral 4.0 (4.1) (0.1) 7.1 (9.8) (2.7)
--------------------------------------------------------------------------
Total retail loans (7.2) (12.9) (20.1) 2.5 (24.8) (22.3)
--------------------------------------------------------------------------
Total loans net of unearned income 14.7 (45.2) (30.5) 31.5 (91.0) (59.5)
--------------------------------------------------------------------------
Total interest income $ 41.1 $ (65.4) $ (24.3) $ 27.9 $ (105.4) $ (77.5)
==========================================================================
Interest expense:
Savings $ -- $ (0.3) $ (0.3) $ 0.1 $ (1.9) $ (1.8)
Interest-bearing demand 2.6 (3.5) (0.9) 6.2 (14.4) (8.2)
Certificates under $100,000 (2.0) (6.9) (8.9) (1.1) (12.0) (13.1)
Local certificates $100,000 and over (0.8) (1.2) (2.0) (0.8) (3.0) (3.8)
--------------------------------------------------------------------------
Total core interest-bearing deposits (0.2) (11.9) (12.1) 4.4 (31.3) (26.9)
National certificates $100,000 and over 2.1 (14.3) (12.2) 12.9 (49.9) (37.0)
--------------------------------------------------------------------------
Total interest-bearing deposits 1.9 (26.2) (24.3) 17.3 (81.2) (63.9)
--------------------------------------------------------------------------
Federal funds purchased and securities
sold under agreements to repurchase 3.8 (6.7) (2.9) (8.8) (19.4) (28.2)
U.S. Treasury demand (0.3) -- (0.3) (0.5) (0.6) (1.1)
--------------------------------------------------------------------------
Total short-term borrowings 3.5 (6.7) (3.2) (9.3) (20.0) (29.3)
--------------------------------------------------------------------------
Long-term debt 12.2 (9.3) 2.9 (0.4) -- (0.4)
--------------------------------------------------------------------------
Total interest expense $ 17.6 $ (42.2) $ (24.6) $ 7.6 $ (101.2) $ (93.6)
==========================================================================
Changes in net interest income $ 23.5 (23.2) $ (0.3) 20.3 (4.2) $ 16.1
==========================================================================
----------
* Variances are calculated on a fully tax-equivalent basis, which
includes the effects of any disallowed interest expense deduction.
(1) Changes attributable to volume are defined as a change in average
balance multiplied by the prior year's rate.
(2) Changes attributable to rate are defined as a change in rate multiplied
by the average balance in the applicable period for the prior year.
A change in rate/volume (change in rate multiplied by change in volume)
has been allocated to the change in rate.
9
The maturity distribution of Wilmington Trust's investment securities held to
maturity follows:
Weighted
Market Amortized average
December 31, 2003 (in millions) value cost yield
--------------------------------------------------------------------------------------------
State and municipals:
After 1 but within 5 years $ 1.5 $ 1.4 5.81%
After 5 but within 10 years 1.9 1.7 6.21
--------------------------------------------------------------------------------------------
Total 3.4 3.1 6.03
--------------------------------------------------------------------------------------------
Mortgage-backed securities:
After 10 years 0.3 0.3 3.52
--------------------------------------------------------------------------------------------
Total 0.3 0.3 3.52
--------------------------------------------------------------------------------------------
Other:
After 10 years 0.8 0.8 3.85
--------------------------------------------------------------------------------------------
Total 0.8 0.8 3.85
--------------------------------------------------------------------------------------------
Total investment securities held to maturity $ 4.5 $ 4.2 5.45%
============================================================================================
Note: Weighted average yields are not on a tax-equivalent basis.
Time categories not shown above indicate there are no investment
securities maturing in that respective timeframe.
-10-
The maturity distribution of Wilmington Trust's investment securities available
for sale follows:
Weighted
Market Amortized average
December 31, 2003 (in millions) value cost yield
------------------------------------------------------------------------------------------------
U.S. Treasury and government agencies:
Within 1 year $ 206.3 $ 203.5 3.40%
After 1 but within 5 years 248.7 245.5 3.30
After 5 but within 10 years 15.0 15.0 4.09
------------------------------------------------------------------------------------------------
Total 470.0 464.0 3.37
------------------------------------------------------------------------------------------------
State and municipals:
After 5 but within 10 years 0.5 0.3 13.57
After 10 years 12.4 11.9 6.17
------------------------------------------------------------------------------------------------
Total 12.9 12.2 6.35
------------------------------------------------------------------------------------------------
Preferred stock:
Within 1 year 38.4 38.8 5.96
After 1 but within 5 years 71.1 70.1 6.66
After 5 but within 10 years 10.6 10.3 8.21
------------------------------------------------------------------------------------------------
Total 120.1 119.2 6.57
------------------------------------------------------------------------------------------------
Mortgage-backed securities:
Within 1 year 0.3 0.3 6.25
After 1 but within 5 years 7.9 7.5 5.96
After 5 but within 10 years 91.5 89.9 4.61
After 10 years 879.0 886.7 4.06
------------------------------------------------------------------------------------------------
Total 978.7 984.4 4.12
------------------------------------------------------------------------------------------------
Other:
Within 1 year 34.8 33.9 5.29
After 1 but within 5 years 20.9 20.3 2.55
After 10 years 237.8 239.5 2.43
------------------------------------------------------------------------------------------------
Total 293.5 293.7 2.77
------------------------------------------------------------------------------------------------
Total investment securities available for sale $1,875.2 $ 1,873.5 3.89%
================================================================================================
Note: Weighted average yields are not on a tax-equivalent basis.
Time categories not shown above indicate there are no investment
securities maturing in that respective timeframe.
-11-
The following is a summary of period-end loan balances by loan category:
December 31 (in millions) 2003 2002 2001 2000 1999
-------------------------------------------------------------------------------------------
Commercial, financial, and
agricultural $2,275.3 $2,137.5 $1,861.8 $1,622.7 $1,521.3
Real estate-construction 699.8 591.9 400.5 372.7 303.7
Mortgage-commercial 1,078.2 1,065.9 1,009.4 990.4 919.3
Mortgage-residential 489.6 677.2 865.3 925.9 968.3
Installment loans to individuals 1,077.1 1,046.7 981.7 960.6 871.5
Secured by liquid collateral 605.4 506.3 370.1 316.7 237.5
-------------------------------------------------------------------------------------------
Total loans, gross 6,225.4 6,025.5 5,488.8 5,189.0 4,821.6
Less: unearned income (0.1) (0.4) (0.8) (0.6) (1.5)
-------------------------------------------------------------------------------------------
Total loans $6,225.3 $6,025.1 $5,488.0 $5,188.4 $4,820.1
===========================================================================================
-12-
The following table sets forth the allocation of Wilmington Trust's reserve for
loan losses for the past five years:
2003 2002 2001 2000 1999
------------------- ------------------- ------------------- ------------------- -------------------
% of loans % of loans % of loans % of loans % of loans
in each in each in each in each in each
category of category of category of category of category of
December 31 (in millions) Amount net loans Amount net loans Amount net loans Amount net loans Amount net loans
------------------------------------------------------------------------------------------------------------------------------------
Commercial, financial, and
agricultural $ 45.2 37% $ 43.9 36% $ 38.8 34% $ 34.7 31% $ 27.5 32%
Real estate-construction 7.2 11 5.3 10 4.2 7 3.9 7 3.3 6
Mortgage-commercial 14.3 17 13.5 18 14.8 18 15.3 19 15.9 19
Mortgage-residential 1.2 8 1.5 11 1.4 16 1.0 18 1.2 20
Installment loans to
individuals 9.8 17 9.8 17 11.6 18 13.6 19 13.2 18
Secured by liquid collateral 6.1 10 5.1 8 3.7 7 3.1 6 2.3 5
Unallocated 6.1 -- 6.1 -- 6.3 -- 5.1 -- 13.5 --
------------------------------------------------------------------------------------------------------------------------------------
Total $ 89.9 100% $ 85.2 100% $ 80.8 100% $ 76.7 100% $ 76.9 100%
====================================================================================================================================
-13-
An analysis of loan maturities and interest rate sensitivity of Wilmington
Trust's commercial and real estate construction loan portfolios follows:
Less than One through Over Total
December 31, 2003 (in millions) one year five years five years gross loans
-----------------------------------------------------------------------------------------
Commercial, financial, and agricultural $ 941.8 $ 624.1 $ 709.3 $ 2,275.2
Real estate-construction 51.1 535.1 113.6 699.8
-----------------------------------------------------------------------------------------
Total $ 992.9 $ 1,159.2 $ 822.9 $ 2,975.0
=========================================================================================
Loans with predetermined rate $ 26.6 $ 34.3 $ 106.3 $ 167.2
Loans with variable rate 966.3 1,124.9 716.6 2,807.8
-----------------------------------------------------------------------------------------
Total $ 992.9 $ 1,159.2 $ 822.9 $ 2,975.0
=========================================================================================
The following table presents a comparative analysis of the risk elements
contained in Wilmington Trust's loan portfolio at year-end(1)
December 31 (in millions) 2003 2002 2001 2000 1999
-----------------------------------------------------------------------------------
Nonaccruing $ 45.4 $ 42.4 $ 38.0 $ 37.6 $ 29.2
Restructured -- -- 0.4 2.6 * 0.1
Past due 90 days or more 5.6 12.5 13.5 13.5 16.5
-----------------------------------------------------------------------------------
Total $ 51.0 $ 54.9 $ 51.9 $ 53.7 $ 45.8
===================================================================================
Percent of total loans at year-end 0.82% 0.91% 0.95% 1.04% 0.95%
===================================================================================
Other real estate owned $ 1.4 $ 3.1 $ 0.4 $ 0.7 $ 0.6
===================================================================================
(1) The Corporation's policy for placing loans in nonaccrual status is
discussed in footnote 1 to the Consolidated Financial Statements
contained in the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 2003, which is incorporated by reference
herein.
* Restructured as nonaccrual, but not included in nonaccrual amount of
$37.6.
-14-
The following table sets forth an analysis of Wilmington Trust's provision for
loan losses, together with chargeoffs and reserves for the five major portfolio
classifications included in its statement of condition(1):
For the year ended December 31 (in millions) 2003 2002 2001 2000 1999
-----------------------------------------------------------------------------------------------------
Reserve for loan losses at beginning of period $ 85.2 $ 80.8 $ 76.7 $ 76.9 $ 71.9
-----------------------------------------------------------------------------------------------------
Loans charged off:
Commercial, financial, and agricultural 10.9 12.3 9.4 15.3 3.7
Real estate-construction -- -- -- 0.1 0.1
Mortgage - commercial -- 0.1 0.2 0.8 0.4
Mortgage - residential 0.1 -- 0.1 0.3 0.5
Installment loans to individuals 10.0 10.0 9.6 9.9 11.8
Secured with liquid collateral -- -- -- -- --
-----------------------------------------------------------------------------------------------------
Total loans charged off 21.0 22.4 19.3 26.4 16.5
-----------------------------------------------------------------------------------------------------
Recoveries on amounts previously charged off:
Commercial, financial, and agricultural 1.1 0.7 0.8 1.3 0.8
Real estate-construction -- -- -- -- --
Mortgage-commercial -- 1.5 0.1 0.2 0.1
Mortgage-residential 0.1 0.1 0.2 -- 0.1
Installment loans to individuals 2.9 2.5 2.4 2.8 3.0
Secured with liquid collateral -- -- -- -- --
-----------------------------------------------------------------------------------------------------
Total recoveries 4.1 4.8 3.5 4.3 4.0
-----------------------------------------------------------------------------------------------------
Net loans charged off 16.9 17.6 15.8 22.1 12.5
-----------------------------------------------------------------------------------------------------
Current year's provision for loan losses 21.6 22.0 19.9 21.9 17.5
-----------------------------------------------------------------------------------------------------
Reserve for loan losses at end of period $ 89.9 $ 85.2 $ 80.8 $ 76.7 $ 76.9
=====================================================================================================
Ratio of net loans charged-off to average loans 0.28% 0.31% 0.30% 0.44% 0.28%
(1) The factors the Corporation considers in determining the amount of
additions to its allowance for loan losses are discussed in footnote 1
to the Consolidated Financial Statements contained in the Corporation's
Annual Report to Shareholders for the fiscal year ended December 31,
2003, which is incorporated by reference herein.
-15-
The following table presents a summary of Wilmington Trust's deposits based on
average daily balances over the last three years:
-----------------------------------------------------------------------
2003 2002 2001
-----------------------------------------------------------------------
Average Average Average Average Average Average
For the year ended December 31 (in millions) amount rate amount rate amount rate
-------------------------------------------------------------------------------------------------------------------------
Noninterest-bearing demand $ 833.3 -- $ 831.3 -- $ 927.9 --
Interest-bearing deposits:
Savings 366.0 0.16% 353.9 0.25% 346.8 0.78%
Interest-bearing demand 2,183.9 0.42 1,735.2 0.58 1,297.1 1.41
Certificates under $100,000 834.4 2.67 891.2 3.51 914.4 4.85
Local certificates $100,000 and over 138.6 1.74 169.5 2.60 188.8 4.34
National certificates $100,000 and over 1,937.7 1.50 1,846.5 2.24 1,588.1 4.94
-------------------------------------------------------------------------------------------------------------------------
Total $ 6,293.9 $ 5,827.6 $ 5,263.1
=========================================================================================================================
The maturity of Wilmington Trust's time deposits of $100,000 or more is as
follows:
Certificates All other interest-
December 31, 2003 (in millions) of deposit bearing deposits
-------------------------------------------------------------------
Three months or less $1,530.8 $1,922.7
Over three through six months 381.7 --
Over six through twelve months 85.9 --
Over twelve months 31.9 --
-------------------------------------------------------------------
Total $2,030.3 $1,922.7
===================================================================
-16-
A summary of short-term borrowings at December 31, is as follows (in millions):
Securities sold
Federal funds under agreements U.S. Treasury
purchased to repurchase demand notes Lines of credit
-----------------------------------------------------------------------------------------------------------------------------
2003
Balance at December 31 $ 490.4 $ 330.1 $ 48.3 $ 8.0
Weighted average interest rate at balance sheet date 2.0% 0.5% 1.0% 1.5%
Maximum amount outstanding at any month-end $ 921.0 $ 337.7 $ 71.3 $ 34.0
Approximate average amount outstanding during the period $ 673.0 $ 271.5 $ 11.6 $ 19.6
Weighted average interest rate for average amounts
outstanding during the period 1.9% 0.6% 0.9% 1.7%
-----------------------------------------------------------------------------------------------------------------------------
2002
Balance at December 31 $ 432.3 $ 226.5 $ 41.9 $ 34.0
Weighted average interest rate at balance sheet date 2.3% 0.6% 1.2% 1.7%
Maximum amount outstanding at any month-end $ 745.1 $ 287.2 $ 96.1 $ 37.1
Approximate average amount outstanding during the period $ 532.2 $ 232.0 $ 29.0 $ 27.9
Weighted average interest rate for average amounts
outstanding during the period 2.7% 1.0% 1.5% 2.2%
-----------------------------------------------------------------------------------------------------------------------------
2001
Balance at December 31 $ 556.9 $ 271.4 $ 94.9 $ 33.5
Weighted average interest rate at balance sheet date 3.4% 1.2% 1.6% 2.5%
Maximum amount outstanding at any month-end $1,186.5 $ 290.6 $ 94.9 $ 34.0
Approximate average amount outstanding during the period $ 727.4 $ 235.6 $ 44.5 $ 20.2
Weighted average interest rate for average amounts
outstanding during the period 5.1% 3.1% 3.5% 4.2%
-----------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase
generally mature within 365 days. U.S. Treasury demand notes mature overnight.
-17-
The following table presents the percentage of Wilmington Trust's funding
sources by deposit type:
-------------------------
(Based on daily average balances) 2003 2002 2001
-------------------------------------------------------------
Savings 5.04% 5.32% 5.51%
Interest-bearing demand 30.04 26.10 20.62
Certificates of deposit 40.04 43.73 42.78
Short-term borrowings 13.42 12.35 16.34
Demand deposits 11.46 12.50 14.75
-------------------------------------------------------------
Total 100.00% 100.00% 100.00%
=============================================================
The following table presents an analysis of Wilmington Trust's return on average
assets and return on average equity over the last three years:
2003 2002 2001
-------------------------------------------------------------------
Return on average assets 1.58% 1.74% 1.73%
Return on average stockholders' equity 17.46 18.51 19.54
Dividend payout 52.21 49.51 49.22
Average equity to average asset 9.02 9.39 8.86
===================================================================
-18-
Regulatory Matters
The following is a summary of laws and regulations applicable
to Wilmington Trust and the Banks. It does not purport to be complete, and is
qualified by reference to those laws and regulations.
General
Wilmington Trust is a bank holding company and a thrift
holding company, as well as a financial holding company under the Bank Holding
Company Act (the "BHCA"). The Banks are deposit-taking institutions whose
deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC").
Federal statutes that apply to Wilmington Trust and/or the Banks include the
BHCA, the Federal Reserve Act, the Federal Deposit Insurance Act, and the Home
Owners' Loan Act. Wilmington Trust is regulated by the Delaware Department of
Banking and the Federal Reserve Board (the "FRB"). Wilmington Trust's Delaware
bank subsidiary, WTC, is regulated by the Delaware Department of Banking and the
FDIC; its Pennsylvania bank subsidiary, WTPA, is regulated by the Pennsylvania
Department of Banking and the FRB; and its federal savings bank subsidiary with
branches in Maryland and Florida, WTFSB, is regulated by the Office of Thrift
Supervision (the "OTS"). In addition, certain other of Wilmington Trust's
subsidiaries are regulated by federal and state authorities.
BHCA
Under the BHCA and FRB regulations adopted under the BHCA, the
FRB's approval is required before a bank holding company may acquire "control"
of a bank or before any company may acquire "control" of a bank holding company.
The BHCA defines "control" of a bank to include ownership or the power to vote
25% or more of any class of a bank's voting stock, the ability to otherwise
control the election of a majority of a bank's directors, or the power to
exercise a controlling influence over a bank's management or policies. In
addition, the FRB's prior approval is required for:
- The acquisition by a bank holding company of
ownership or control of more than five percent of the
outstanding shares of any class of voting securities
of a bank or a bank holding company;
- The acquisition by a bank holding company, or any
nonbanking subsidiary of a bank holding company, of
all or substantially all of a bank's assets; or
- The merger or consolidation of bank holding
companies.
Accordingly, before obtaining "control" of Wilmington Trust, a
bank holding company or other company would need to obtain the FRB's prior
approval. Since Wilmington Trust is a savings and loan holding company, the
entity also would need to obtain the OTS's approval.
A bank holding company and its subsidiaries generally may not,
with certain exceptions, engage in, acquire, or control voting securities or
assets of a company engaged in any activity other than (1) banking or managing
or controlling banks and other subsidiaries that are engaged in activities
authorized under the BHCA and (2) any activity the FRB determines to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto. These include any incidental activities necessary to carry on
those activities. The FRB has approved a lengthy list of activities permissible
for bank holding companies and their non-banking subsidiaries. Those include:
-19-
- Making, acquiring, and servicing loans and other
extensions of credit;
- Performing functions a trust company can perform;
- Acting as an investment or financial adviser;
- Performing certain insurance agency and underwriting
activities directly related to extensions of credit
by the holding company or its subsidiaries and
engaging in insurance agency activities in towns of
5,000 or less;
- Performing appraisals of real estate and tangible and
intangible personal property;
- Acting as an intermediary for the financing of
commercial and industrial income-producing real
estate;
- Providing certain securities brokerage services;
- Underwriting and dealing in government obligations
and money market instruments; and
- Providing tax planning and preparation services.
In addition, under the BHCA, a bank holding company that meets
certain qualifications can elect to become a financial holding company. A
financial holding company can engage in the activities permitted generally for
bank holding companies, including the activities listed above, without obtaining
the FRB's approval that would otherwise be required. A financial holding company
also may engage in additional activities not otherwise permitted for a bank
holding company, generally without obtaining the FRB's prior approval. These
additional permitted activities include engaging in, acquiring, or controlling a
company engaged in securities underwriting and distribution, merchant banking,
certain insurance agency, brokerage, and underwriting activities, and other
activities the FRB determines are financial in nature, incidental to a financial
activity, or complementary to a financial activity and do not pose a substantial
risk to the company's or the financial system's safety and soundness.
To qualify to become a financial holding company, a bank
holding company's subsidiary depository institutions must all be "well-managed"
and "well-capitalized" and have at least a "satisfactory" rating under the
Community Reinvestment Act (the "CRA"). In 2000, Wilmington Trust became a
financial holding company. Its status as a financial holding company should
permit greater flexibility in the future growth of its fee businesses. If
Wilmington Trust or one of the Banks fails to meet applicable capital and
management requirements, the FRB may impose limitations or conditions on
Wilmington Trust or its subsidiaries, and Wilmington Trust could not commence
any additional financial holding company activities without the FRB's approval.
If the problem was not corrected within 180 days after notice from the FRB or
such additional time as the FRB permits, Wilmington Trust could be required to
cease engaging in the financial holding company activity or divest ownership of
one or more of the Banks.
Interstate Banking Act
Under the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking Act"), adequately capitalized
and managed bank holding companies are permitted to acquire a bank in any state,
subject to regulatory approval and certain limitations, and regardless of
certain state law restrictions such as reciprocity requirements and regional
compacts. States cannot "opt out" of these interstate acquisition provisions.
-20-
In addition, under the Interstate Banking Act, banks located
in different states are allowed to merge, subject to regulatory approval and
certain limitations, as long as neither bank is headquartered in a state that
"opted out" of those provisions.
Under the Interstate Banking Act, states may permit
out-of-state banks to establish new branches within their borders or acquire
existing branches within their borders. Delaware exercised its authority under
the Interstate Banking Act to allow mergers between Delaware banks and
out-of-state banks, as well as the opening of new Delaware offices by the
resulting institutions. However, Delaware did not permit out-of-state banks to
establish new branches in Delaware or acquire Delaware branches of other
institutions without merging with them.
Safety and Soundness Limitations
As a bank holding company, Wilmington Trust is required to
conduct its operations in a safe and sound manner. If the FRB believes an
activity of a bank holding company or control of a nonbank subsidiary, other
than a nonbank subsidiary of a bank, presents a serious risk to the financial
safety, soundness, or stability of a subsidiary bank of the bank holding company
and is inconsistent with sound banking practices or the purposes of the BHCA or
certain other federal banking statutes, the FRB may require the bank holding
company to terminate the activity or the holding company's control of the
subsidiary.
Under Section 23B of the Federal Reserve Act, each of the
Banks may engage in transactions with its affiliates only on an arms'-length
basis. Under Section 23A of the Federal Reserve Act, each of the Banks is
subject to dollar amount and collateral requirements with respect to loans to
its affiliates and asset purchases from its affiliates. For these purposes,
Wilmington Trust and the companies it controls, including the Banks, are
"affiliates" of the Banks. In addition to their restrictions on transactions
with affiliates, the Federal Reserve Act and FRB regulations impose dollar
amount, credit quality, and other limitations on loans by the Banks to
directors, officers, and principal shareholders of the Banks and their
subsidiaries and to related interests of those persons.
Capital Standards
The FRB and the other federal banking agencies have adopted
"risk-based" capital standards to assist in assessing the capital adequacy of
bank holding companies and banks under those agencies' jurisdiction. Those
risk-based capital standards include both a definition of capital and a
framework for calculating "risk-weighted" assets. For this purpose, a bank's
risk-weighted assets include both its assets and off-balance sheet items, such
as loan commitments and standby letters of credit, and each asset and
off-balance sheet item is assigned a risk weight. An institution's risk-based
capital ratio is calculated by dividing its qualifying capital by its
risk-weighted assets. At least one-half of risk-based capital must consist of
Tier 1 capital (generally including common stockholders' equity, qualifying
cumulative and noncumulative perpetual preferred stock, and minority interests
in consolidated subsidiaries). The FRB also adopted minimum leverage ratios of
"Tier 1" capital to total assets. At December 31, 2003, Wilmington Trust and the
Banks were all well-capitalized, with capital levels in excess of applicable
risk-based and leverage thresholds.
FDIC Insurance and Bank Regulation
The FDIC insures deposits in the Banks up to applicable
limits. None of the Banks is currently required to pay premiums for FDIC
insurance coverage.
-21-
The FDIC and the other federal banking agencies may impose a
variety of sanctions if Wilmington Trust or one of the Banks does not operate in
accordance with applicable laws, regulations, policies, or directives. These
include instituting cease-and-desist proceedings, assessing civil monetary
penalties, and removing officers. In addition, the FDIC has the authority to
terminate deposit insurance coverage, after notice and hearing, if it determines
that an insured deposit-taking institution is engaged in an unsafe or unsound
practice that has not been corrected, is in an unsafe or unsound condition to
continue operation, or has violated any law, regulation, rule or order of, or
condition imposed by, the FDIC. Wilmington Trust is not aware of any past or
current practice, condition, or violation that might lead to termination of the
deposit insurance coverage of any of the Banks or any proceeding against
Wilmington Trust, any of the Banks, or any of their respective directors,
officers, or staff members.
The Federal Deposit Insurance Corporation Improvement Act of
1991 (the "Improvement Act") requires annual on-site examinations of insured
depository institutions, and authorizes the appropriate federal banking agency
to take prompt corrective action to resolve an institution's problems. The
nature and extent of the corrective action depends primarily on the
institution's capital level. While the Banks are all well-capitalized, if any of
them became undercapitalized, remedies available to the appropriate federal
banking agency would include:
- Requiring recapitalization or a capital restoration
plan;
- Restricting transactions with affiliates;
- Restricting interest rates, asset growth, activities,
and investments in subsidiaries; and
- Ordering a new election of directors, dismissing
directors or senior executive officers, and requiring
the employment of qualified senior executive
officers.
In any such event, Wilmington Trust could be required to guarantee compliance
with the Bank's capital restoration plan and provide assurance of performance
under the plan.
Dividend Limitations
The FRB's policy generally is that banks and bank holding
companies should not pay dividends unless the institution's prospective earnings
retention rate is consistent with its capital needs, asset quality, and overall
financial condition. FRB policy also is that bank holding companies should be a
source of managerial and financial strength to their subsidiary banks.
Accordingly, the FRB believes that those subsidiary banks should not be
compromised by a level of cash dividends that places undue pressure on their
capital.
The FDIC can prohibit a bank from paying dividends if it
believes the dividend payment would constitute an unsafe or unsound practice.
Federal law also prohibits dividend payments that would result in a bank failing
to meet its applicable capital requirements. Delaware law restricts WTC from
declaring dividends that would impair its stated capital.
OTS regulations limit capital distributions by WTFSB. WTFSB
must give notice to the OTS at least 30 days before a proposed capital
distribution. If WTFSB has capital in excess of all of its regulatory capital
requirements before and after a proposed capital distribution and is not
otherwise restricted in making capital distributions, it may, after that prior
notice but without the OTS's approval, make capital distributions during a
calendar year equal to the greater of (1) 100% of its net income to date during
the calendar year plus an amount that would reduce by one-half its "surplus
capital ratio" (i.e., its excess capital over its capital requirements) at the
beginning of the
-22-
calendar year or (2) 75% of its net income for the previous
four quarters. Any additional capital distributions require prior OTS approval.
Other Laws and Regulations
The lending and deposit-taking activities of the Banks are
subject to a variety of federal and state consumer protection laws, including:
- The Truth-in-Lending Act (which principally mandates
certain disclosures in connection with loans made for
personal, family, or household purposes and imposes
substantive restrictions with respect to home equity
lines of credit);
- The Truth-in-Savings Act (which principally mandates
certain disclosures in connection with deposit-taking
activities);
- The Equal Credit Opportunity Act (which prohibits
discrimination in all aspects of credit-granting and
requires notice of adverse action to persons denied
credit);
- The Fair Credit Reporting Act (which requires a
lender to disclose the name and address of a credit
bureau that has provided a report that resulted in a
denial of credit and imposes requirements in
connection with pre-screened offers of credit and the
sharing of information with affiliates and third
parties);
- The Real Estate Settlement Procedures Act (which
requires residential mortgage lenders to provide loan
applicants with closing cost information and
prohibits referral fees in connection with loans and
other real estate settlement services);
- The Electronic Funds Transfer Act (which requires
certain disclosures in connection with electronic
funds transactions); and
- The Expedited Funds Availability Act (which requires
that deposited funds be made available for withdrawal
in accordance with a prescribed schedule that must be
disclosed to customers).
Under the CRA and the Fair Housing Act, depository
institutions are prohibited from certain discriminatory practices that limit or
withhold services to individuals residing in economically depressed areas. In
addition, the CRA imposes certain affirmative obligations to provide lending and
other financial services to those individuals. CRA performance is considered by
all of the federal banking agencies in reviewing applications to relocate an
office, merge, acquire a financial institution, or establish new branch or
deposit facilities.
Federal legislation has permanently pre-empted all state usury
laws on residential first mortgage loans made by insured depository institutions
in any state that did not override that preemption. Although some states
overrode that preemption, Delaware, Florida, Maryland, and Pennsylvania did not.
Accordingly, there is currently no limit on the interest rate the Banks can
charge on such loans governed by the laws of those states. In addition, the
usury limitations of the Banks' respective home states apply to all other loans
the Banks offer nationwide. In today's interest rate environment, those usury
laws do not materially affect the Banks' lending programs.
Delaware Law
The state of Delaware is generally regarded as a premier
jurisdiction in the United States for corporate and trust matters. This
reputation stems from the favorable legal and tax environment established by the
Delaware legislature and the 200-year case law history of the state's Chancery
Court system, which has jurisdiction over corporate and trust matters. In
general, trusts governed by Delaware law can be administered more flexibly, more
economically, for longer periods
-23-
of time, with a greater degree of protection from creditors, and with a greater
degree of confidentiality than is available in many other states.
Many Fortune 500 companies are headquartered in Delaware,
especially those in the pharmaceutical, life sciences, chemical, and financial
services industries. The presence of these companies and the favorable
environment historically have contributed to Wilmington Trust's and WTC's
operating results.
While in recent years, several states, including Nevada and
Alaska, have implemented advantageous legal and tax provisions similar to those
available in Delaware, Delaware continues to provide a spectrum of advantages
for corporate and trust matters that is widely regarded as unparalleled in any
other state.
Information about Wilmington Trust's reporting segments is
contained in Note 18 of its Consolidated Financial Statements in its Annual
Report to Shareholders for 2003, which is incorporated by reference herein.
Available Information
Wilmington Trust's website is www.wilmingtontrust.com.
Wilmington Trust makes available free of charge on its website under "About Us"
its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and all amendments to those reports as soon as reasonably
practicable after those materials are electronically filed with or furnished to
the Securities and Exchange Commission. Wilmington Trust's Corporate Governance
Guidelines, Code of Conduct and Ethics and the charters of its Audit,
Compensation, and Nominating and Corporate Governance Committees also are
posted in www.wilmingtontrust.com under "About Us." In addition, any amendments
to or waivers from the Code of Conduct and Ethics that apply to any of its
directors or executive officers also will be posted on that website.
Wilmington Trust will make available a copy of any of its Code of Conduct and
Ethics, Corporate Governance Guidelines, or the charter(s) of its Audit,
Compensation, or Nominating and Corporate Governance Committees in print to
any shareholder who requests one.
ITEM 2 - PROPERTIES
Wilmington Trust owns and/or leases buildings that are used in the
normal course of business by the Banks and its other subsidiaries. The main
office of Wilmington Trust and WTC is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890. Wilmington Trust and most of its
subsidiaries occupy 265,000 square feet of space at this location, known as the
Wilmington Trust Center. It is owned by Rodney Square Investors, L.P., which is
a subsidiary of WTC. WTC carries the mortgage for this facility, which had an
outstanding balance of $35.6 million at December 31, 2003.
A separate, unencumbered, 300,000-square foot operations facility known
as the Wilmington Trust Plaza is owned by a subsidiary of WTC. This facility is
located at 301 West Eleventh Street, Wilmington, Delaware 19801.
As of December 31, 2003, the Banks had 49 branches in the following
locations:
- Twenty-two are in New Castle County, 6 are in Kent
County, and 15 are in Sussex County, Delaware;
- One each is in Bucks, Chester, Delaware, and
Philadelphia Counties, Pennsylvania;
-24-
- One is in Baltimore, Maryland; and
- One is in Palm Beach County, Florida.
Thirty-three of these branches are in facilities owned by the Banks or their
subsidiaries and the remainder are in leased facilities.
WTC also operates a sales office in a leased facility in London,
England, and, through its subsidiaries, trust offices in leased facilities in
the Cayman Islands and the Channel Islands. WTFSB operates trust agency offices
in leased facilities in Los Angeles, California, Atlanta, Georgia, Las Vegas,
Nevada, and New York City, New York.
Three of Wilmington Trust's reporting segments - Regional Banking,
Wealth Advisory Services, and Corporate Client Services - operate at Wilmington
Trust Center. These three segments operate Wilmington Trust's branches, and its
Wealth Advisory Services and Corporate Client Services reporting segments
operate its trust agency offices. The Affiliate Advisors segment operates leased
offices in White Plains and New York, New York and in Santa Monica, California.
ITEM 3 - LEGAL PROCEEDINGS
Wilmington Trust and its subsidiaries are involved in various legal
proceedings in the ordinary course of business. While it is not feasible to
predict the outcome of all pending suits and claims, management does not believe
that the ultimate resolution of any of these matters will have a material
adverse effect on Wilmington Trust's consolidated financial condition.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders by solicitation
of proxies or otherwise during the fourth quarter of 2003.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Certain information required by this item is contained on page 29 of
the Management's Discussion and Analysis portion of Wilmington Trust's Annual
Report to Shareholders, which is incorporated by reference herein. See also
"Item 1 - Business."
-25-
The table set forth below contains information as of December 31, 2003
about the number of securities to be issued upon exercise of outstanding options
to purchase Wilmington Trust stock, the weighted average exercise price of those
options, and the number of securities remaining available for issuance under
Wilmington Trust's 1991 Long-Term Incentive Plan, 1996 Long-Term Incentive Plan,
1999 Long-Term Incentive Plan, 2000 Employee Stock Purchase Plan, 2001
Non-Employee Director Stock Option Plan, and 2002 Long-Term Incentive Plan:
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
NUMBER OF SECURITIES UNDER EQUITY
TO BE ISSUED UPON WEIGHTED-AVERAGE COMPENSATION PLANS
EXERCISE OF EXERCISE PRICE OF (EXCLUDING SECURITIES
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, REFLECTED IN COLUMN
WARRANTS AND RIGHTS WARRANTS AND RIGHTS (a))
PLAN CATEGORY (a) (b) (c)
-----------------------------------------------------------------------------------------
EQUITY COMPENSATION
PLANS APPROVED BY
SECURITY HOLDERS 5,620,806 $ 27.83 3,001,263
-----------------------------------------------------------------------------------------
EQUITY COMPENSATION
PLANS NOT APPROVED
BY SECURITY HOLDERS --- --- ---
=========================================================================================
TOTAL 5,620,806 $ 27.83 3,001,263
=========================================================================================
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ITEM 6 - SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the last
five years: (in millions, except per share information)
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ----------
Interest income $ 368.8 $ 392.8 $ 468.8 $ 530.4 $ 462.2
Net interest income 277.1 276.5 258.9 255.1 245.9
Provision for loan losses 21.6 22.0 19.9 21.9 17.5
Net income 134.4 133.2 125.2 120.9 107.3
Per share data:
Net income-basic 2.04 2.03 1.92 1.87 1.63
Net income-diluted 2.02 2.01 1.90 1.85 1.61
Cash dividends declared 1.065 1.005 .945 .885 .825
Balance sheet at year-end:
Assets $ 8,820.2 $ 8,131.3 $ 7,518.5 $ 7,321.6 $ 7,201.9
Long-term debt 407.1 160.5 160.5 168.0 168.0
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ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The information required by this item is contained on pages 12 to 31 of
Wilmington Trust's Annual Report to Shareholders for 2003, which are
incorporated by reference herein, except as modified by the following:
ITEM 7A - QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The information required by this item is contained on pages 26 and 27
of Wilmington Trust's Annual Report to Shareholders for 2003, which are
incorporated by reference herein.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information required by this item is contained on the
respective pages indicated of Wilmington Trust's Annual Report to Shareholders
for 2003. Those pages are incorporated by reference herein.
Annual Report
to Shareholders
Page Number
Consolidated Statements of Condition as
of December 31, 2003, and 2002 41
Consolidated Statements of Income
for the years ended December 31,
2003, 2002, and 2001 42
Consolidated Statements of Changes in Stock-
holders' Equity for the years ended
December 31, 2003, 2002, and 2001 44
Consolidated Statements of Cash Flows
for the years ended December 31,
2003, 2002, and 2001 46
Notes to Consolidated Financial Statements -
December 31, 2003, 2002, and 2001 48 - 68
Report of Independent Auditors 70
Unaudited Selected Quarterly Financial Data 40
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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 401 of Regulation S-K is contained on
pages 9 to 12 of Wilmington Trust's proxy statement for its Annual Shareholders'
Meeting to be held on April 15, 2004 (the "Proxy Statement"), which are
incorporated by reference herein.
Information required by Rule 405 of Regulation S-K is contained on page
22 of the Proxy Statement, which is incorporated by reference herein.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is contained on pages 14 to 22 of
the Proxy Statement, which are incorporated by reference herein.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is contained on pages 13 and 14
of the Proxy Statement, which are incorporated by reference herein.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained on page 22 of the
Proxy Statement, which is incorporated by reference herein.
-29-
ITEM 14 - CONTROLS AND PROCEDURES
The Chairman of the Board and Chief Executive Officer of Wilmington
Trust and its Chief Financial Officer conducted an evaluation of the
effectiveness of Wilmington Trust's disclosure controls and procedures as of
December 31, 2003, pursuant to Securities Exchange Act Rule 13a-14. Based on
that evaluation, the Chairman of the Board and Chief Executive Officer and the
Chief Financial Officer concluded that Wilmington Trust's disclosure controls
and procedures are effective in timely alerting them to material information
relating to Wilmington Trust (including its consolidated subsidiaries) required
to be included in the periodic filings it makes with the Securities and Exchange
Commission. There have been no significant changes in Wilmington Trust's
internal controls or in other factors that could significantly affect those
controls subsequent to the date of that evaluation.
ITEM 15 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is contained on pages 8 and 9 of
the Proxy Statement, which is incorporated by reference herein.
PART IV
ITEM 16 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
1. Financial Statements. The following Consolidated Financial
Statements and Report of Independent Auditors of Wilmington Trust are
incorporated by reference in Item 8 above:
Annual Report
to Shareholders
Page Number
Consolidated Statements of Condition as
of December 31, 2003, and 2002 41
Consolidated Statements of Income for
the years ended December 31, 2003, 2002, and 2001 42
Consolidated Statements of Changes in
Stockholders' Equity for the years
ended December 31, 2003, 2002, and 2001 44
Consolidated Statements of Cash Flows for
the years ended December 31, 2003, 2002, and 2001 46
Notes to Consolidated Financial Statements -
December 31, 2003, 2002, and 2001 48 - 68
Report of Independent Auditors 70
-30-
2. Financial Statement Schedules. No financial statement
schedules are required to be filed as part of this report.
3. Financial Statement Exhibits. The exhibits listed below have
been filed or are being filed as part of this report. Any exhibit will
be made available to any shareholder upon receipt of a written request
therefore, together with payment of $.20 per page for duplicating
costs. Shareholders should contact Ellen J. Roberts, Vice President,
Investor Relations, (302) 651-8069.
-31-
EXHIBIT
NUMBER EXHIBIT
------- -----------------------------------------------------------------------
3.1 Amended and Restated Certificate of Incorporation of the Corporation
(Commission File Number 1-14659)(8)
3.2 Amended and Restated Bylaws of the Corporation(16)
10.1 Purchase and Assumption Agreement dated June 18, 1991 by and between
Wilmington Trust Company and Wilmington Savings Fund Society
(Commission File Number 1-14659)(2)
10.2 Agreement of Reorganization and Merger dated as of April 8, 1991 by and
among Wilmington Trust Company, Wilmington Trust Corporation and The
Sussex Trust Company (Commission File Number 1-14659)(3)
10.3 Deposit Insurance and Transfer and Asset Purchase Agreement among the
Federal Deposit Insurance Corporation in its capacity as receiver for
The Bank of the Brandywine Valley, the Federal Deposit Insurance
Corporation, and Wilmington Trust Company dated as of February 21, 1992
(Commission File Number 1-14659)(4)
10.4 Agreement of Reorganization and Merger dated as of March 18, 1993
between Wilmington Trust Corporation and Freedom Valley Bank
(Commission File Number 1-14659)(5)
10.5 Rights Agreement dated as of January 19, 1996 between Wilmington Trust
Corporation and Harris Trust and Savings Bank (Commission File Number
1-14659)(7)
10.6 Supplemental Executive Retirement Plan (Commission File Number
1-14659)(8)
10.7 Amended and Restated Supplemental Executive Retirement Plan (Commission
File Number 1-14659)(11)
10.8 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and Ted T. Cecala (Commission File Number 1-14659)(8)
10.9 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and Robert J. Christian (Commission File Number 1-14659)
(8)
10.10 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and Howard K. Cohen (Commission File Number 1-14659)(8)
10.11 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and William J. Farrell II (Commission File Number
1-14659)(8)
10.12 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and David R. Gibson (Commission File Number 1-14659)(8)
10.13 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and Robert V.A. Harra Jr. (Commission File Number
1-14659)(8)
10.14 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and Hugh D. Leahy Jr. (Commission File Number 1-14659)(8)
10.15 Severance Agreement dated as of February 29, 1996 between Wilmington
Trust Company and Robert A. Matarese (Commission File Number 1-14659)
(8)
10.16 Severance Agreement dated as of July 18, 1996 between Wilmington Trust
Company and Rita C. Turner (Commission File Number 1-14659)(9)
10.17 Severance Agreement dated as of June 28, 1999 between Wilmington Trust
Company and Rodney P. Wood (Commission File Number 1-14659)(11)
-32-
10.18 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Ted T. Cecala (Commission File
Number 1-14659)(12)
10.19 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Robert J. Christian (Commission
File Number 1-14659)(12)
10.20 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Howard K. Cohen (Commission File
Number 1-14659)(12)
10.21 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and William J. Farrell, II (Commission
File Number 1-14659)(12)
10.22 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and David R. Gibson (Commission File
Number 1-14659)(12)
10.23 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Robert V.A. Harra, Jr. (Commission
File Number 1-14659)(12)
10.24 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Hugh D. Leahy, Jr. (Commission
File Number 1-14659)(12)
10.25 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Robert A. Matarese (Commission
File Number 1-14659)(12)
10.26 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Rita C. Turner (Commission File
Number 1-14659)(12)
10.27 Amendment No. 1 to Severance Agreement dated as of December 19, 2000
between Wilmington Trust Company and Rodney P. Wood (Commission File
Number 1-14659)(12)
10.28 1991 Employee Stock Purchase Plan (Commission File Number 1-14659)(1)
10.29 1996 Employee Stock Purchase Plan (Commission File Number 1-14659)(8)
10.30 2000 Employee Stock Purchase Plan (Commission File Number 1-14659)(11)
10.31 1983 Employee Stock Option Plan (Commission File Number 1-14659)(1)
10.32 1988 Long-Term Incentive Stock Option Plan (Commission File Number
1-14659)(1)
10.33 1991 Long-Term Incentive Stock Option Plan (Commission File Number
1-14659)(1)
10.34 1996 Long-Term Incentive Plan (Commission File Number 1-14659)(8)
10.35 1999 Long-Term Incentive Plan (Commission File Number 1-14659)(10)
10.36 2001 Non-Employee Directors' Stock Option Plan (Commission File Number
1-14659)(12)
10.37 Thrift Savings Plan (Commission File Number 1-14659)(1)
10.38 Amended and Restated Thrift Savings Plan (Commission File Number
1-14659)(12)
10.39 First Amendment to the Wilmington Trust Thrift Savings Plan (Commission
File Number 1-14659)(12)
10.40 Amended and Restated Thrift Savings Plan (Commission File Number
1-14659)(13)
-33-
10.41 Amendment to Amended and Restated Thrift Savings Plan (Commission File
Number 1-14659)(17)
10.42 Employee Stock Ownership Plan (Commission File Number 1-14659)(1)
10.43 Senior Executive Incentive Compensation Plan (Commission File Number
1-14659)(6)
10.44 Executive Incentive Plan (Commission File Number 1-14659)(10)
10.45 Amended Executive Incentive Plan(17)
10.46 Amended and Restated Limited Liability Company Agreement of Cramer
Rosenthal McGlynn, LLC dated as of January 1, 2001 (Commission File
Number 1-14659)(15)
10.47 Amendment to the Amended and Restated Limited Liability Company
Agreement of Cramer Rosenthal McGlynn, LLC dated March 15, 2003
(Commission File Number 1-14659)(14)
10.48 Amendment to the Amended and Restated Limited Liability Company
Agreement of Cramer Rosenthal McGlynn, LLC dated June 29, 2003
(Commission File Number 1-14659)(14)
10.49 Amended and Restated Limited Liability Company Agreement of Roxbury
Capital Management, LLC dated as of July 31, 1998 (Commission File
Number 1-14659)(15)
10.50 First Amendment to the Amended and Restated Limited Liability Company
Agreement of Roxbury Capital Management, LLC (Commission File Number
1-14659)(15)
10.51 Second Amendment to the Amended and Restated Limited Liability Company
Agreement of Roxbury Capital Management, LLC dated as of March 10, 2001
(Commission File Number 1-14659)(14)
10.52 Third Amendment to the Amended and Restated Limited Liability Company
Agreement of Roxbury Capital Management, LLC (Commission File Number
1-14659)(15)
10.53 Second Amended and Restated Limited Liability Company Agreement of
Roxbury Capital Management, LLC dated as of August 1, 2003(17)
10.54 Merger Agreement among Balentine Holdings, Inc., Robert M. Balentine,
B. Clayton Rolader, Jeffrey P. Adams, Robert E. Reiser, Jr., Gary B.
Martin, Wesley A French, Michael E. Wolf, The 1999 Balentine Family
Trust, The Robert M. Balentine Insurance Trust, WTC Merger Subsidiary,
Inc., WT Investments, Inc. and Wilmington Trust Corporation dated as of
October 23, 2001 (Commission File Number 1-14659)(15)
10.55 Amended and Restated Limited Liability Company Agreement of Balentine
Delaware Holding Company, LLC dated as of January 2, 2003 (Commission
File Number 1-14659)(15)
10.56 Agreement for the Sale and Purchase of SPV Management Limited dated
January 1, 2003 by and among Anthony Francis Raikes and Piers Minoprio
and Wilmington Trust (UK) Limited and Wilmington Trust Corporation
(Commission File Number 1-14659)(15)
10.57 2002 Long-Term Incentive Plan (Commission File Number 1-14659)(16)
10.58 Amended 2002 Long-Term Incentive Plan(17)
13 2003 Annual Report to Shareholders of Wilmington Trust Corporation(17)
21 Subsidiaries of Wilmington Trust Corporation(17)
23 Consent of KPMG LLP(17)
-34-
--------
(1) Incorporated by reference to the corresponding exhibit to Amendment No. to
the Report on Form S-8 of Wilmington Trust Corporation filed on October 31,
1991.
(2) Incorporated by reference to the exhibit to the Current Report on Form 8-K
of Wilmington Trust Corporation filed on January 2, 1992.
(3) Incorporated by reference to the exhibit to the Current Report on Form 8-K
of Wilmington Trust Corporation filed on February 3, 1992.
(4) Incorporated by reference to the exhibit to the Current Report on Form 8-K
of Wilmington Trust Corporation filed on February 25, 1992.
(5) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 23, 1993.
(6) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 31, 1993.
(7) Incorporated by reference to the exhibit to the Report on Form 8-A of
Wilmington Trust Corporation filed on January 31, 1995.
(8) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 30, 1996.
(9) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 28, 1997.
(10) Incorporated by reference to Exhibit A to the proxy statement of Wilmington
Trust Corporation dated March 22, 1999 filed on March 31, 1999.
(11) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 30, 2000.
(12) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(13) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 29, 2003.
(14) Incorporated by reference to the corresponding exhibit to the Quarterly
Report on Form 10-Q of Wilmington Trust Corporation filed on August 14,
2003.
(15) Incorporated by reference to the corresponding exhibit to the Quarterly
Report on Form 10-Q/A of Wilmington Trust Corporation filed on March 25,
2004.
(16) Incorporated by reference to the corresponding exhibit to the Annual Report
on Form 10-K of Wilmington Trust Corporation filed on March 27, 2003.
(17) Filed herewith.
-35-
Pursuant to the requirements of Sections 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.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
---------------------------------
Ted T. Cecala
Director, Chairman of the Board,
and Chief Executive Officer
(Date) February 26, 2004
Pursuant to the Securities Exchange Act of 1934, this report has been signed by
the following persons on behalf of the registrant in the capacities and on the
dates indicated.
/s/ Ted T. Cecala
-------------------------------------
Ted T. Cecala
Director, Chairman of the Board,
and Chief Executive Officer
(Date) February 26, 2004
/s/ Robert V.A. Harra, Jr.
-------------------------------------
Robert V.A. Harra, Jr.
Director, President, and
Chief Operating Officer
(Date) February 26, 2004
/s/ David R. Gibson
-------------------------------------
David R. Gibson
Executive Vice President and
Chief Financial Officer
(Date) February 26, 2004
-36-
/s/ Gerald F. Sopp
-------------------------------------
Gerald F. Sopp
Controller
(Date) February 26, 2004
/s/ Carolyn S. Burger
-------------------------------------
Carolyn S. Burger
Director
(Date) February 26, 2004
/s/ Richard R. Collins
-------------------------------------
Richard R. Collins
Director
(Date) February 26, 2004
/s/ Charles S. Crompton, Jr.
-------------------------------------
Charles S. Crompton, Jr.
Director
(Date) February 26, 2004
-------------------------------------
Edward B. du Pont
Director
(Date) February 26, 2004
/s/ R. Keith Elliott
-------------------------------------
R. Keith Elliott
Director
(Date) February 26, 2004
/s/ Rex L. Mears
-------------------------------------
Rex L. Mears
Director
(Date) February 26, 2004
-37-
/s/ Hugh E. Miller
-------------------------------------
Hugh E. Miller
Director
(Date) February 26, 2004
/s/ Stacey J. Mobley
-------------------------------------
Stacey J. Mobley
Director
(Date) February 26, 2004
/s/ David P. Roselle
-------------------------------------
David P. Roselle
Director
(Date) February 26, 2004
/s/ H. Rodney Sharp, III
-------------------------------------
H. Rodney Sharp, III
Director
(Date) February 26, 2004
/s/ Thomas P. Sweeney
-------------------------------------
Thomas P. Sweeney
Director
(Date) February 26, 2004
/s/ Robert W. Tunnell, Jr.
-------------------------------------
Robert W. Tunnell, Jr.
Director
(Date) February 26, 2004
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