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, 2005
[ ] 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
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(Exact name of registrant as specified in its charter)
Delaware 51-0328154
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 651-1000
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Securities registered pursuant to
Section 12(b) of the Act:
Title of each class Name of each exchange on which registered:
Common Stock, $1.00 Par Value New York Stock Exchange
------------------------------------ --------------------------
(Title of class)
Securities registered pursuant to Section 12 (g) of the Act:
None
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(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.
Yes [ ] No [X]
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 (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of 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. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates* computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. $2,392,910,052.65
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of share outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. 67,903,279 shares of
common stock, par value $1 per share, were outstanding on December 31, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Documents Incorporated Part of Form 10-K in which
by Reference Incorporated
--------------------------------------------- ---------------------------
(1) Portions of Proxy Statement for 2006 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, 2005
*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 1A Risk Factors............................................................................... 23
Item 1B Unresolved Staff Comments.................................................................. 25
Item 2 Properties................................................................................. 25
Item 3 Legal Proceedings.......................................................................... 26
Item 4 Submission of Matters to a Vote of Security Holders........................................ 26
PART II
Item 5 Market for Registrant's Common Stock and Related Stockholder Matters....................... 26
Item 6 Selected Financial Data.................................................................... 28
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operation......................................................... 29
Item 7A Qualitative and Quantitative Disclosure About Market Risk.................................. 29
Item 8 Financial Statements and Supplementary Data................................................ 29
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................................................ 30
Item 9A Controls and Procedures.................................................................... 30
Item 9B Other Information.......................................................................... 30
PART III
Item 10 Directors and Executive Officers of the Registrant......................................... 30
Item 11 Executive Compensation..................................................................... 30
Item 12 Security Ownership of Certain Beneficial Owners and Management............................. 30
Item 13 Certain Relationships and Related Transactions............................................. 30
Item 14 Principal Accountant Fees and Services..................................................... 30
PART IV
Item 15 Exhibits and Financial Statement Schedules................................................. 31
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 46 branch offices.
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 and a sales office in Maryland; one branch and four 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 five asset management firms ("WTI"); GTBA
Holdings, Inc. ("GTBAH"), an investment holding company with interests in two
asset management firms; Wilmington Trust Investment Management, LLC, an
investment advisory firm ("WTIM"); and Wilmington Trust (UK) Limited, an
investment holding company with interests in four international firms providing
entity management services ("WTUK"). Through its wholly-owned subsidiary, WTC
Camden, Inc., WTC owns an interest in an investment adviser, Camden Partners
Equity Managers I, LLC.
Wilmington Trust's principal place of business is Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890. Its telephone number is (888)
456-9361. Its principal role is to supervise and coordinate the Banks', RSMC's,
WTI's, WTIM's, GTBAH'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 its subsidiaries. Wilmington Trust's current staff principally
consists of its management, who are officers generally serving in similar
capacities for WTC. Wilmington Trust utilizes WTC's support staff.
As of December 31, 2005, Wilmington Trust had total assets of $10.2 billion and
total shareholders' equity of $1.01 billion. On that date, 67,903,279 shares of
Wilmington Trust's common stock were issued and outstanding, and the company had
8,180 shareholders of record. Wilmington Trust's total loans outstanding were
approximately $7.40 billion on that date.
Wilmington Trust's businesses comprise Wealth Advisory Services, Corporate
Client Services, and Regional Banking. The Wealth Advisory Services 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 clients throughout the Delaware Valley region and consumer clients in
the state of Delaware.
1
Wealth Advisory Services Activities
The Banks' Wealth Advisory Services 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 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.
Wilmington Trust also offers business management and family office services to
high net worth individuals. These services include financial advice,
bookkeeping, tax return preparation, investment management, and courier
services.
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,
bookkeeping, and other administrative tasks.
2
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. Commercial banking activities are conducted primarily in Delaware,
Maryland, and Pennsylvania, and retail banking activities are conducted
primarily in Delaware. 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 up to $250 million. The Banks seek to work
with business owners who need wealth advisory as well as lending services. 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 and lines of credit, as well as for late charges
and other fees in connection with lending activities.
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 generate
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
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.
3
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 staff members
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.
Residential Mortgage Loans
The Banks directly originate or purchase conventional residential first mortgage
loans. The Banks sell all new residential fixed-rate 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 may purchase residential
mortgage loans in support of Community Reinvestment Act activities.
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.
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.
4
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 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 on a continuous basis.
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, negotiable order of withdrawal
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.
5
Other Activities
Interest and dividends on investments provide the Banks with a significant
source of revenue. At December 31, 2005, the Banks' investment securities,
including securities purchased under agreements to resell, totaled $1.9 billion,
or 19% 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.
Financial information about Wilmington Trust's reporting segments is contained
in Note 21 to the Consolidated Financial Statements contained in Wilmington
Trust's Annual Report to Shareholders for 2005.
Subsidiaries
WTC has 19 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;
- 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 (Cayman), Ltd., a trust company;
- Wilmington Trust (Channel Islands), Ltd., a trust company; and
- Wilmington Trust SP Services (South Carolina), Inc., and
Wilmington Trust SP Services (Vermont), Inc., captive
insurance management companies.
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 77.24% interest in Cramer Rosenthal McGlynn, LLC, an
investment advisory firm specializing in equity investments in
small- to middle-capitalization value-style stocks;
- A preferred profits interest equal to 30% of the revenues of,
and 41.23% of the common interests in, Roxbury Capital
Management, LLC, an investment
6
management firm specializing in growth-style stocks for
institutional and individual clients; and
- A 31.25% interest in Camden Partners Holdings, LLC, a
Baltimore-based private equity firm.
Staff Members
On December 31, 2005, Wilmington Trust and its subsidiaries had 2,469 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.
7
Industry Guide 3 Tables
The following table presents a rate/volume analysis of net interest income:
-------------------------------------------------------------------------
2005/2004 2004/2003
Increase (Decrease) due Increase (Decrease) due
to change in to change in
-------------------------------------------------------------------------
(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 0.5 0.7 (0.1) 0.1 --
------------------------------------------------------------------------------------------------------------------------------
Total short-term investments 0.2 0.5 0.7 (0.1) 0.1 --
-------------------------------------------------------------------------
U.S. Treasury and government agencies 1.5 0.7 2.2 (1.4) 0.7 (0.7)
State and municipal* (0.2) 0.1 (0.1) (0.2) (0.1) (0.3)
Preferred stock* (2.2) 0.0 (2.2) 0.3 -- 0.3
Mortgage-backed securities (1.6) 0.2 (1.4) 5.3 (1.8) 3.5
Other* 1.5 5.7 7.2 1.7 0.6 2.3
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Total investment securities (1.0) 6.7 5.7 5.7 (0.6) 5.1
-------------------------------------------------------------------------
Commercial, financial, and agricultural* 6.0 41.2 47.2 7.2 3.7 10.9
Real estate-construction 9.0 18.3 27.3 5.4 2.8 8.2
Mortgage-commercial* 4.1 17.8 21.9 6.6 (3.4) 3.2
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Total commercial loans 19.1 77.3 96.4 19.2 3.1 22.3
-------------------------------------------------------------------------
Mortgage-residential (0.9) (0.6) (1.5) (8.8) (2.9) (11.7)
Installment loans to individuals 11.7 5.4 17.1 6.3 (6.7) (0.4)
Loans secured by liquid collateral (0.1) 11.2 11.1 1.0 1.1 2.1
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Total retail loans 10.7 16.0 26.7 (1.5) (8.5) (10.0)
-------------------------------------------------------------------------
Total loans net of
unearned income 29.8 93.3 123.1 17.7 (5.4) 12.3
------------------------------------------------------------------------------------------------------------------------------
Total interest income $ 29.0 $ 100.5 $ 129.5 $ 23.3 $ (5.9) $ 17.4
==========================================================================
Interest expense:
Savings $ -- $ 0.2 $ 0.2 $ -- $ 0.1 $ 0.1
Interest-bearing demand -- 8.3 8.3 0.5 1.9 2.4
Certificates under $100,000 1.1 4.4 5.5 (1.8) (4.9) (6.7)
Local certificates $100,000 and over 3.8 5.3 9.1 0.7 (0.1) 0.6
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Total core interest-bearing deposits 4.9 18.2 23.1 (0.6) (3.0) (3.6)
National certificates $100,000 and over 3.9 44.2 48.1 1.5 (1.4) 0.1
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Total interest-bearing deposits 8.8 62.4 71.2 0.9 (4.4) (3.5)
-------------------------------------------------------------------------
Federal funds purchased and securities sold
under agreements to repurchase (0.2) 17.2 17.0 2.1 1.6 3.7
U.S. Treasury demand -- 0.2 0.2 -- -- --
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Total short-term borrowings (0.2) 17.4 17.2 2.1 1.6 3.7
-------------------------------------------------------------------------
Long-term debt (0.1) 7.3 7.2 2.4 (2.2) 0.2
------------------------------------------------------------------------------------------------------------------------------
Total interest expense $ 8.5 $ 87.1 $ 95.6 $ 5.4 $ (5.0) $ 0.4
-------------------------------------------------------------------------
Changes in net interest income $ 20.5 $ 13.4 $ 33.9 $ 17.9 $ (0.9) $ 17.0
==========================================================================
* 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.
8
The maturity distribution of Wilmington Trust's investment securities held to
maturity follows:
----------------------------------------------
Market Amortized Weighted
December 31, 2005 (in millions) value cost average yield
-------------------------------------------------------------------------------------------------
State and municipals:
After 1 but within 5 years $ 1.0 $ 1.0 6.10%
After 5 but within 10 years 1.1 1.0 6.00
-------------------------------------------------------------------------------------------------
Total 2.1 2.0 6.10
-------------------------------------------------------------------------------------------------
Mortgage-backed securities:
After 10 years 0.2 0.2 4.34
-------------------------------------------------------------------------------------------------
Total 0.2 0.2 4.34
-------------------------------------------------------------------------------------------------
Other:
Within 1 year 0.1 0.1 4.18
After 1 but within 5 years 0.2 0.2 4.18
-------------------------------------------------------------------------------------------------
Total 0.3 0.3 4.18
-------------------------------------------------------------------------------------------------
Total investment securities held to maturity $ 2.6 $ 2.5 5.73%
=================================================================================================
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.
9
The maturity distribution of Wilmington Trust's investment securities available
for sale follows:
--------------------------------------
Market Amortized Weighted
December 31, 2005 (in millions) value cost average yield
-------------------------------------------------------------------------------------------
U.S. Treasury and government agencies:
Within 1 year $ 120.0 $ 120.7 3.69%
After 1 but within 5 years 437.2 445.0 3.84
After 5 but within 10 years 14.7 15.0 5.69
-------------------------------------------------------------------------------------------
Total 571.9 580.7 3.86
-------------------------------------------------------------------------------------------
State and municipals:
After 1 but within 5 years 0.1 0.1 7.25
After 5 but within 10 years 0.3 0.2 13.57
After 10 years 8.6 8.5 5.57
-------------------------------------------------------------------------------------------
Total 9.0 8.8 5.75
-------------------------------------------------------------------------------------------
Preferred stock:
Within 1 year 41.6 42.1 5.37
After 1 but within 5 years 49.0 49.3 7.80
-------------------------------------------------------------------------------------------
Total 90.6 91.4 6.68
-------------------------------------------------------------------------------------------
Mortgage-backed securities:
After 1 but within 5 years 4.2 4.1 6.19
After 5 but within 10 years 67.8 69.3 4.33
After 10 years 779.9 803.8 4.13
-------------------------------------------------------------------------------------------
Total 851.9 877.2 4.16
-------------------------------------------------------------------------------------------
Other:
Within 1 year 18.3 18.2 3.19
After 1 but within 5 years 0.5 0.5 7.49
After 10 years 384.1 383.1 5.48
-------------------------------------------------------------------------------------------
Total 402.9 401.8 5.38
-------------------------------------------------------------------------------------------
Total investment securities available for sale $ 1,926.3 $ 1,959.9 4.45%
===========================================================================================
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 following is a summary of period-end loan balances by loan category:
December 31 (in millions) 2005 2004 2003 2002 2001
----------------------------------------------------------------------------------------------------------------------------
Commercial, financial, and
agricultural $ 2,506.5 $ 2,505.2 $ 2,275.3 $ 2,137.5 $ 1,861.8
Real estate-construction 1,166.3 735.4 699.8 591.9 400.5
Mortgage-commercial 1,246.3 1,246.8 1,078.2 1,065.9 1,009.4
Mortgage-residential 455.5 431.3 489.6 677.2 865.3
Installment loans to
individuals 1,438.3 1,239.6 1,077.1 1,046.7 981.7
Secured by liquid collateral 584.8 604.7 605.4 506.3 370.1
----------------------------------------------------------------------------------------------------------------------------
Total loans, gross 7,397.7 6,763.0 6,225.4 6,025.5 5,488.8
Less: unearned income -- (0.1) (0.4) (0.8)
----------------------------------------------------------------------------------------------------------------------------
Total loans $ 7,397.7 $ 6,763.0 $ 6,225.3 $ 6,025.1 $ 5,488.0
============================================================================================================================
11
The following table sets forth the allocation of Wilmington Trust's reserve for
loan losses for the last five years:
------------------------------------------------------------------------------------------------------------------------------------
2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------------------------------------------
% of loans % of loans % of loans % of loans % of loans
in each in each in each in each in each
December 31 category of category of category of category of category of
(in millions) Amount net loans Amount net loans Amount net loans Amount net loans Amount net loans
------------------------------------------------------------------------------------------------------------------------------------
Commercial, financial, and
agricultural $ 38.5 34% $ 43.4 37% $ 45.2 37% $ 43.9 36% $ 38.8 34%
Real estate-construction 12.7 16 7.8 11 7.2 11 5.3 10 4.2 7
Mortgage-commercial 15.4 17 14.8 19 14.3 17 13.5 18 14.8 18
Mortgage-residential 1.3 6 1.2 6 1.2 8 1.5 11 1.4 16
Installment loans to
individuals 11.2 19 10.4 18 9.8 17 9.8 17 11.6 18
Secured by liquid collateral 6.2 8 6.0 9 6.1 10 5.1 8 3.7 7
Unallocated 6.1 -- 6.1 -- 6.1 -- 6.1 -- 6.3 --
------------------------------------------------------------------------------------------------------------------------------------
Total $ 91.4 100% $ 89.7 100% $ 89.9 100% $ 85.2 100% $ 80.8 100%
====================================================================================================================================
12
An analysis of loan maturities and interest rate sensitivity of Wilmington
Trust's commercial and real estate construction loan portfolios follows:
------------------------------------------------
One
Less than through Over Total
December 31, 2005 (in millions) one year five years five years gross loans
---------------------------------------------------------------------------------------------
Commercial, financial, and agricultural $ 1,073.1 $ 796.0 $ 637.4 $ 2,506.5
Real estate-construction 83.5 922.9 159.9 1,166.3
---------------------------------------------------------------------------------------------
Total $ 1,156.5 $ 1,718.9 $ 797.3 $ 3,672.8
=============================================================================================
Loans with predetermined rate $ 8.4 $ 44.7 $ 83.3 $ 136.4
Loans with variable rate 1,148.2 1,674.2 714.0 3,536.4
---------------------------------------------------------------------------------------------
Total $ 1,156.6 $ 1,718.9 $ 797.3 $ 3,672.8
=============================================================================================
The following table presents a comparative analysis of the risk elements in
Wilmington Trust's loan portfolio at year-end(1):
-----------------------------------------------
December 31 (in millions) 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------
Nonaccruing $ 39.3 $ 56.4 $ 45.4 $ 42.4 $ 38.0
Restructured 4.7* 5.2* -- -- 0.4
Past due 90 days or more 4.1 5.5 5.6 12.5 13.5
------------------------------------------------------------------------------------
Total $ 48.1 $ 67.1 $ 51.0 $ 54.9 $ 51.9
====================================================================================
Percent of total loans at year-end 0.65% 0.99% 0.82% 0.91% 0.95%
====================================================================================
Other real estate owned $ 0.2 $ 0.2 $ 1.4 $ 3.1 $ 0.4
====================================================================================
(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, 2005, which is incorporated by reference herein.
* Restructured as nonaccrual.
13
The following table sets forth an analysis of Wilmington Trust's provision for
loan losses, together with chargeoffs and reserves for the major portfolio
classifications included in its statement of condition (1):
------------------------------------------------
For the year ended December 31 (in millions) 2005 2004 2003 2002 2001
---------------------------------------------------------------------------------------------------
Reserve for loan losses at beginning of period $ 89.7 $ 89.9 $ 85.2 $ 80.8 $ 76.7
---------------------------------------------------------------------------------------------------
Loans charged off:
Commercial, financial, and agricultural 4.9 11.0 10.9 12.3 9.4
Real estate-construction -- -- -- -- --
Mortgage-commercial -- -- -- 0.1 0.2
Mortgage-residential 0.1 0.1 0.1 -- 0.1
Installment loans to individuals 12.2 10.0 10.0 10.0 9.6
Secured with liquid collateral -- -- -- -- --
---------------------------------------------------------------------------------------------------
Total loans charged off 17.2 21.1 21.0 22.4 19.3
------------------------------------------------
Recoveries on amounts previously charged off:
Commercial, financial, and agricultural 3.3 1.4 1.1 0.7 0.8
Real estate-construction -- -- -- -- --
Mortgage-commercial -- 0.8 -- 1.5 0.1
Mortgage-residential -- -- 0.1 0.1 0.2
Installment loans to individuals 3.8 3.1 2.9 2.5 2.4
Secured with liquid collateral -- -- -- -- --
---------------------------------------------------------------------------------------------------
Total recoveries 7.1 5.3 4.1 4.8 3.5
------------------------------------------------
Net loans charged off 10.1 15.8 16.9 17.6 15.8
---------------------------------------------------------------------------------------------------
Current year's provision for loan losses 11.8 15.6 21.6 22.0 19.9
---------------------------------------------------------------------------------------------------
Reserve for loan losses at end of period $ 91.4 $ 89.7 $ 89.9 $ 85.2 $ 80.8
===================================================================================================
Ratio of net loans charged-off to average loans 0.14 % 0.24 % 0.28 % 0.31 % 0.30 %
(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, 2005,
which is incorporated by reference herein.
14
The following table presents a summary of Wilmington Trust's deposits based on
average daily balances over the past three years:
-----------------------------------------------------------------
2005 2004 2003
-----------------------------------------------------------------
Average Average Average Average Average Average
For the year ended December 31 (in millions) amount rate amount rate amount rate
----------------------------------------------------------------------------------------------------------------
Noninterest-bearing demand $ 992.0 -- $ 927.5 -- $ 833.3 --
Interest-bearing deposits:
Savings 344.9 0.27% 369.1 0.18% 366.0 0.16%
Interest-bearing demand 2,303.8 0.86 2,311.1 0.50 2,183.9 0.42
Certificates under $100,000 824.4 2.56 768.3 2.03 834.4 2.67
Local certificates $100,000 and over 401.5 3.01 177.7 1.69 138.6 1.74
National certificates $100,000 and over 2,306.6 3.36 2,039.5 1.44 1,937.7 1.50
----------------------------------------------------------------------------------------------------------------
Total $ 7,173.2 $ 6,593.2 $ 6,293.9
================================================================================================================
The maturity of Wilmington Trust's time deposits of $100,000 or more is as
follows:
-------------------------------
Certificates Other time
December 31, 2005 (in millions) of deposit deposits
-------------------------------------------------------------------
Three months or less $ 2,093.9 $ --
Over three through six months 395.9 --
Over six through 12 months 127.4 --
Over twelve months 47.9 --
-------------------------------------------------------------------
Total $ 2,665.1 $ --
===================================================================
15
A summary of short-term borrowings (in millions) at December 31, is as follows:
----------------------------------------------------------------------------------------------------------------------------------
Securities sold
Federal funds under agreements U.S. Treasury
purchased to repurchase demand notes Lines of credit
----------------------------------------------------------------------------------------------------------------------------------
2005
Balance at December 31 $ 780.2 $ 575.4 $ 18.1 $ --
Weighted average interest rate at balance sheet date 4.1% 3.8% 4.2% --%
Maximum amount outstanding at any month-end $ 810.4 $ 575.4 $ 42.3 $ --
Approximate average amount outstanding during the period $ 643.7 $ 452.6 $ 11.5 $ --
Weighted average interest rate for average amounts
outstanding during the period 3.4% 2.9% 3.0% --%
----------------------------------------------------------------------------------------------------------------------------------
2004
Balance at December 31 $ 713.6 $ 406.6 $ 37.1 $ --
Weighted average interest rate at balance sheet date 2.5% 1.8% 2.2% --%
Maximum amount outstanding at any month-end $ 1,110.7 $ 416.0 $ 78.6 $ 8.0
Approximate average amount outstanding during the period $ 755.2 $ 350.7 $ 9.5 $ 0.9
Weighted average interest rate for average amounts
outstanding during the period 2.0% 1.0% 1.1% 1.5%
----------------------------------------------------------------------------------------------------------------------------------
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%
----------------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase
generally mature within 365 days. U.S. Treasury demand notes mature overnight.
16
The following table presents the percentage of Wilmington Trust's funding
sources by deposit type:
-------------------------------------
(based on daily average balances) 2005 2004 2003
--------------------------------------------------------------------------
Savings 4.16% 4.79% 5.04%
Interest-bearing demand 27.82 29.98 30.04
Certificates of deposit 42.66 38.72 40.04
Short-term borrowings 13.38 14.48 13.42
Demand deposits 11.98 12.03 11.46
--------------------------------------------------------------------------
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:
--------------------------------
2005 2004 2003
----------------------------------------------------------------------------
Return on average assets 1.77% 1.56% 1.58%
Return on average stockholders' equity 18.31 16.68 17.46
Dividend payout 46.36 52.85 52.23
Average equity to average asset 9.64 9.32 9.02
============================================================================
17
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 as well as regulatory authorities of
other countries in which those subsidiaries conduct business.
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 thrift 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:
18
- 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 fewer;
- 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 provides 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 were 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.
19
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 Regulation W promulgated under the Federal Reserve Act ("Regulation W"),
each of the Banks may engage in transactions with its affiliates only on an
arms'-length basis. Under Regulation W, 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, 2005, 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.
20
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.
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 calendar year or
(2) 75% of its
21
net income for the previous four quarters. Any additional capital distributions
require prior OTS approval.
Bank Secrecy Act
Under the Bank Secrecy Act (the "BSA"), as most recently amended by the USA
Patriot Act, United States financial institutions and foreign financial
institutions operating in the United States are required to establish policies,
procedures, and controls reasonably designed to detect and report money
laundering and terrorist financing activities. Significant criminal and civil
penalties can be imposed if a financial institution fails to comply with the
BSA. In addition, if a financial institution is determined to have engaged in
money laundering or violated the BSA, its charter, license, and/or deposit
insurance can be revoked.
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. While in recent years several
states, including Nevada and Alaska, have implemented advantageous legal and tax
provisions
22
similar to those available in Delaware, in general, trusts governed by Delaware
law can be administered more flexibly, more economically, for longer periods 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.
Information about Wilmington Trust's reporting segments is contained in Note 21
of its Consolidated Financial Statements in its Annual Report to Shareholders
for 2005, 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 on 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 1A. RISK FACTORS
THERE ARE CERTAIN 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 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
23
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.
A PORTION OF OUR INCOME IS SUBJECT TO MARKET VALUATION RISKS.
A significant portion of the fee income we earn in our wealth advisory,
corporate retirement services, and asset management businesses is based upon
market valuations of securities we hold for clients. Accordingly, downturns in
these valuations can adversely effect that fee income.
WE FACE 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 the
Banks. 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, deposit brokers, and credit card, direct, and internet-based
financial institutions outside of the Banks' principal market areas also provide
competition for deposits. Savings banks, savings and 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.
WE ARE SUBJECT TO REGULATORY RESTRICTIONS.
We and our 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 "Supervision and Regulation."
24
OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW INCLUDE CERTAIN
ANTI-TAKEOVER PROVISIONS.
In addition to the regulations described under "Supervision and Regulation"
above, certain provisions of our certificate of incorporation, bylaws, and
Delaware's General Corporation Law could discourage potential acquisition
proposals or delay or prevent a change in control of us. Those provisions
include a classified Board of Directors, special provisions for notice to us for
shareholders to nominate directors, and our ability to issue up to 1 million
shares of preferred stock and 150 million shares of common stock. These
authorized but unissued shares provide us desirable flexibility for possible
acquisitions and other corporate purposes, but could also delay or hinder an
unsolicited acquisition of us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
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 $34.8 million at December 31, 2005.
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, 2005, the Banks had 46 branches in the following locations:
- Twenty-four are in New Castle County, seven are in Kent
County, and 15 are in Sussex County, Delaware;
- One each is in Bucks, Chester, Delaware, and Philadelphia
Counties, Pennsylvania;
- One is in Baltimore, Maryland; and
- One is in Palm Beach County, Florida.
Twenty-nine of these branches are in facilities owned by the Banks or their
subsidiaries and the remainder are in leased facilities.
Through subsidiaries, Wilmington Trust also operates captive insurance
management offices in leased facilities in Charleston, South Carolina and
Burlington, Vermont and a sales office in a leased facility in Dublin, Ireland,
and WTC operates 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, Palm Beach, Stuart, and Vero Beach, Florida, Atlanta,
Georgia, Las Vegas, Nevada, and New York, New York, and a loan production office
in Bel Air, Maryland.
Three of Wilmington Trust's reporting segments - Regional Banking, Wealth
Advisory Services, and Corporate Client Services - operate principally at
Wilmington Trust Center. These three segments
25
operate Wilmington Trust' 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 2005.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Certain information required by this item is contained on page 93 of Wilmington
Trust's Annual Report to Shareholders for 2005, which is incorporated by
reference herein. See also "Item 1 - Business" above.
The table set forth below contains information as of December 31, 2005, 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, 2001 Non-Employee Director Stock Option Plan,
2002 Long-Term Incentive Plan, 2004 Employee Stock Purchase Plan, and 2005
Long-Term Incentive Plan:
26
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 6,450,128 $30.57 4,846,596
-----------------------------------------------------------------------------------------------
EQUITY COMPENSATION
PLANS NOT APPROVED BY
SECURITY HOLDERS --- --- ---
================================================================================================
TOTAL 6,450,128 $30.57 4,846,596
================================================================================================
ISSUER PURCHASES OF EQUITY SECURITIES
The following table shows our repurchases of Wilmington Trust Stock during the
fourth quarter.
------------------------------------------------------------------------------------------------------------
(d) Maximum
Number (or
(c) Total Number Approximate
of Shares (or Dollar Value) of
Units)Purchased Shares (or Units)
as Part of that May Yet Be
(a) Total Number (b) Average Publicly Purchased Under
of Shares (or Price Paid per Announced Plans the Plans or
Period Units) Purchased Share (or Unit) or Programs Programs
------------------------------------------------------------------------------------------------------------
Month #1
October 1, 2005 -
October 31, 2005 659 $37.50 659 7,316,911
------------------------------------------------------------------------------------------------------------
Month #2
November 1, 2005 -
November 30, 2005 2,620 $38.31 2,620 7,314,291
------------------------------------------------------------------------------------------------------------
Month #3
December 1, 2005 -
December 31, 2005 2,536 $40.28 2,536 7,311,755
------------------------------------------------------------------------------------------------------------
Total 5,815 $39.08 5,815 7,311,755
------------------------------------------------------------------------------------------------------------
In April 2002, we announced a plan to repurchase up to 8 million shares of our
stock.
The Federal Reserve Board's policy is that bank holding companies should not pay
dividends unless the institution's prospective earnings retention rate is
consistent with its capital needs,
27
asset quality, and overall financial condition. We believe our payment of
dividends during 2005 was consistent with the Federal Reserve Board's policy.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the last five years:
(in millions, except per share information)
Balance sheet at year-end 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------
Assets $10,228.1 $9,510.2 $8,820.2 $8,131.3 $7,518.5
Long-term debt 400.4 408.6 407.1 160.5 160.5
Income statement 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------
Interest income $516.6 $386.5 $368.8 $392.8 $468.8
Net interest income 328.9 294.4 277.1 276.5 258.9
Provision for loan losses 11.8 15.6 21.6 22.0 19.9
Net income 173.0 141.9 134.4 133.2 125.2
Per share data 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------
Net income-basic $ 2.56 $ 2.12 $ 2.04 $ 2.03 $ 1.92
Net income-diluted 2.52 2.09 2.02 2.01 1.90
Cash dividends declared 1.185 1.125 1.065 1.005 0.945
28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The information required by this item is contained on pages 6 to 36 and 40 to 42
of Wilmington Trust's Annual Report to Shareholders for 2005, which are
incorporated by reference herein.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The information required by this item is contained on pages 36 to 40 Wilmington
Trust's Annual Report to Shareholders for 2005, 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 2005.
Those pages are incorporated by reference herein.
Annual Report
to Shareholders
Page Number
Consolidated Statements of Condition as
of December 31, 2005, and 2004 55
Consolidated Statements of Income
for the years ended December 31,
2005, 2004, and 2003 56-57
Consolidated Statements of Changes in Stock-
holders' Equity for the years ended
December 31, 2005, 2004, and 2003 58-59
Consolidated Statements of Cash Flows
for the years ended December 31,
2005, 2004, and 2003 60-61
Notes to Consolidated Financial Statements -
December 31, 2005, 2004, and 2003 62-88
Reports of Independent Registered Public Accounting Firm 90-91
Unaudited Selected Quarterly Financial Data 54
29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
The information required by this item is contained on page 89 of Wilmington
Trust's Annual Report to Shareholders for 2005 under the caption "Management's
report on internal control over financial reporting," which is incorporated by
reference herein.
ITEM 9B. OTHER INFORMATION
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 11
to 13 of Wilmington Trust's proxy statement for its Annual Shareholders' Meeting
to be held on April 20, 2006 (the "Proxy Statement"), which are incorporated by
reference herein.
Information required by Rule 405 of Regulation S-K is contained on page 24 of
the Proxy Statement, which is incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained on pages 15 to 23 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 14 and 15 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 pages 24 and 25 of the
Proxy Statement, which is incorporated by reference herein.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is contained on pages 9 and 10 of the
Proxy Statement, which are incorporated by reference herein.
30
PART IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
1. Financial Statements. The following Consolidated Financial Statements
and Report of Independent Registered Public Accounting Firm 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, 2005, and 2004 55
Consolidated Statements of Income for
the years ended December 31, 2005, 2004, and 2003 56-57
Consolidated Statements of Changes in
Stockholders' Equity for the years
ended December 31, 2005, 2004, and 2003 58-59
Consolidated Statements of Cash Flows for
the years ended December 31, 2005, 2004, and 2003 60-61
Notes to Consolidated Financial Statements -
December 31, 2005, 2004, and 2003 62-88
Reports of Independent Registered Public Accounting Firm 90-91
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 therefor,
together with payment of $.20 per page for duplicating costs. Shareholders
should contact Ellen J. Roberts, Vice President, Investor Relations, (302)
651-8069.
Exhibit Exhibit
Number
3.1 Amended and Restated Certificate of Incorporation of the Corporation
(Commission File Number 1-14659) (1)
3.2 Amended and Restated Bylaws of the Corporation (Commission File Number
1-14659) (2)
31
4 Amended and Restated Rights Agreement dated as of December 16, 2004
between Wilmington Trust Corporation and Wells Fargo Bank, N.A.
(Commission File Number 1-14659)(3)
10.1 Amended and Restated Supplemental Executive Retirement Plan (Commission
File Number 1-14659) (4)
10.2 Severance Agreement dated as of February 29, 1996 between Wilmington Trust
Company and Ted T. Cecala (Commission File Number 1-14659) (5)
10.3 Severance Agreement dated as of February 29, 1996 between Wilmington Trust
Company and William J. Farrell II (Commission File Number 1-14659) (6)
10.4 Severance Agreement dated as of February 29, 1996 between Wilmington Trust
Company and David R. Gibson (Commission File Number 1-14659) (7)
10.5 Severance Agreement dated as of February 29, 1996 between Wilmington Trust
Company and Robert V.A. Harra Jr. (Commission File Number 1-14659) (8)
10.6 Severance Agreement dated as of July 18, 1996 between Wilmington Trust
Company and Rita C. Turner (Commission File Number 1-14659) (9)
10.7 Severance Agreement dated as of June 28, 1999 between Wilmington Trust
Company and Rodney P. Wood (Commission File Number 1-14659) (10)
10.8 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) (11)
10.9 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)
10.10 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) (13)
10.11 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) (14)
10.12 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) (15)
10.13 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) (16)
10.14 2004 Employee Stock Purchase Plan (Commission File Number 1-14659) (17)
10.15 1991 Long-Term Incentive Stock Option Plan (Commission File Number
1-14659) (18)
10.16 1996 Long-Term Incentive Plan (Commission File Number 1-14659) (19)
10.17 1999 Long-Term Incentive Plan (Commission File Number 1-14659) (20)
10.18 Amended and Restated 2002 Long-Term Incentive Plan of Wilmington Trust
Corporation (Commission File Number 1-14659) (21)
10.19 2001 Non-Employee Directors' Stock Option Plan (22)
10.20 Amended Executive Incentive Plan (Commission File Number 1-14659) (23)
10.21 2004 Executive Incentive Plan (Commission File Number 1-14659) (24)
10.22 2005 Long-Term Incentive Plan (Commission File Number 1-14659) (25)
10.23 Amended and Restated Limited Liability Company Agreement of Cramer
Rosenthal McGlynn, LLC dated as of January 1, 2001 (Commission File Number
1-14659) (26)
10.24 Amendment to the Amended and Restated Limited Liability Company Agreement
of Cramer Rosenthal McGlynn, LLC dated March 15, 2002 (Commission File
Number 1-14659) (27)
10.25 Amendment to the Amended and Restated Limited Liability Company Agreement
of Cramer Rosenthal McGlynn, LLC dated June 28, 2002 (Commission File
Number 1-14659) (28)
10.26 Second Amended and Restated Limited Liability Company Agreement of Roxbury
Capital Management, LLC dated as of August 1, 2003 (Commission File Number
1-14659) (29)
32
10.27 Limited Liability Company Interest Purchase Agreement dated as of April 2,
2004 among Grant, Tani, Barash & Altman, Inc., Warren Grant, Jane Tani,
Corey Barash, Howard Altman and GTBA Holdings, Inc. (Commission File
Number 1-14659) (30)
10.28 Purchase Agreement dated as of June 30, 2004, 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, Marcia M.
Murray, S. Brittain Ellis Prigge, Dorsey B. Farr, Wilmington Trust Company
as Trustee of the Griffin Trust, Southern Highlands Reserve, Inc., WT
Investments, Inc., and Wilmington Trust Corporation (Commission File
Number 1-14659) (31)
10.29 Amended and Restated Limited Liability Company Agreement of Grant Tani
Barash & Altman, LLC dated as of October 1, 2004 among Grant, Tani, Barash
& Altman, Inc., GTBA Holdings, Inc., Warren Grant, Jane Tani, Corey
Barash, and Howard Altman (Commission File Number 1-14659) (32)
10.30 Form of Stock Option Agreement (Commission File Number 1-14659) (33)
10.31 Form of Restricted Stock Agreement (Commission File Number 1-14659) (34)
10.32 Form of Restricted Stock Unit Agreement (Commission File Number 1-14659)
(35)
10.33 Subordinated Note of Wilmington Trust Corporation to Cede & Co. dated May
4, 1998 (Commission File Number 1-14659) (36)
10.34 Subordinated Note of Wilmington Trust Corporation to Cede & Co. dated
April 4, 2003 (Commission File Number 1-14659) (37)
13 2005 Annual Report to Shareholders of Wilmington Trust Corporation 38
21 Subsidiaries of Wilmington Trust Corporation (38)
23 Consent of KPMG LLP (38)
31 Rule 13a-14(a)/15d-14(a) Certifications (38)
32 Section 1350 Certification (38)
----------
(1) Incorporated by reference to Exhibit 3(a) to the Report on Form S-8 of
Wilmington Trust Corporation filed on October 31, 1991.
(2) Incorporated by reference to Exhibit 1 to the Current Report on Form 8-K
of Wilmington Trust Corporation filed on December 22, 2004.
(3) Incorporated by reference to Exhibit 1 to the Form 8-A/A of Wilmington
Trust Corporation filed on December 16, 2004.
(4) Incorporated by reference to Exhibit 10.7 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 30, 2000.
(5) Incorporated by reference to Exhibit 10(i) to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 30, 1996.
(6) Incorporated by reference to Exhibit 10(l) to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 30, 1996.
(7) Incorporated by reference to Exhibit 10(m) to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 30, 1996.
(8) Incorporated by reference to Exhibit 10(n) to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 30, 1996.
(9) Incorporated by reference to Exhibit 10.18 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 27, 1997.
(10) Incorporated by reference to Exhibit 10.20 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 30, 2000.
(11) Incorporated by reference to Exhibit 10.18 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on April 2, 2001.
(12) Incorporated by reference to Exhibit 10.21 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on April 2, 2001.
33
(13) Incorporated by reference to Exhibit 10.22 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on April 2, 2001.
(14) Incorporated by reference to Exhibit 10.23 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on April 2, 2001.
(15) Incorporated by reference to Exhibit 10.26 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on April 2, 2001.
(16) Incorporated by reference to Exhibit 10.27 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on April 2, 2001.
(17) Incorporated by reference to Exhibit 10.60 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on August 9, 2004.
(18) Incorporated by reference to Exhibit 4(i)(b) to the Report on Form S-8 of
Wilmington Trust Corporation filed on October 31, 1991.
(19) Incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K
of Wilmington Trust Corporation filed on March 27, 1997.
(20) Incorporated by reference to Exhibit A to the Proxy Statement of
Wilmington Trust Corporation filed on March 31, 1999.
(21) Incorporated by reference to Exhibit 10.64 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(22) Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K
of Wilmington Trust Corporation filed on April 2, 2001.
(23) Incorporated by reference to Exhibit 10.45 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 15, 2004.
(24) Incorporated by reference to Exhibit 10.61 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on August 9, 2004.
(25) Incorporated by reference to Exhibit A to the Current Report on Form 8-K
of Wilmington Trust Corporation filed on April 21, 2005.
(26) Incorporated by reference to Exhibit 10.44 to the Quarterly Report on Form
10-Q/A of Wilmington Trust Corporation filed on March 25, 2003.
(27) Incorporated by reference to Exhibit 10.45 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on August 14, 2002.
(28) Incorporated by reference to Exhibit 10.46 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on August 14, 2002.
(29) Incorporated by reference to Exhibit 10.53 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 15, 2004.
(30) Incorporated by reference to Exhibit 10.59 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on May 10, 2004.
(31) Incorporated by reference to Exhibit 10.62 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on August 9, 2004.
(32) Incorporated by reference to Exhibit 10.63 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(33) Incorporated by reference to Exhibit 10.65 to the Current Report on Form
8-K of Wilmington Trust Corporation filed on December 19, 2005.
(34) Incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(35) Incorporated by reference to Exhibit 10.67 to the Quarterly Report on Form
10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(36) Incorporated by reference to Exhibit 10.36 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 15, 2005.
(37) Incorporated by reference to Exhibit 10.37 to the Annual Report on Form
10-K of Wilmington Trust Corporation filed on March 15, 2005.
(38) Filed herewith.
34
SIGNATURES
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 23, 2006
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 23, 2006
/s/ Robert V.A. Harra Jr.
------------------------------------------
Robert V.A. Harra Jr.
Director, President, and
Chief Operating Officer
(Date) February 23, 2006
/s/ David R. Gibson
------------------------------------------
David R. Gibson
Executive Vice President and
Chief Financial Officer
(Date) February 23, 2006
35
/s/ Gerald F. Sopp
------------------------------------------
Gerald F. Sopp
Controller
(Date) February 23, 2006
/s/ Carolyn S. Burger
------------------------------------------
Carolyn S. Burger
Director
(Date) February 23, 2006
/s/ Richard R. Collins
------------------------------------------
Richard R. Collins
Director
(Date) February 23, 2006
------------------------------------------
Charles S. Crompton Jr.
Director
(Date) February 23, 2006
/s/ R. Keith Elliott
------------------------------------------
R. Keith Elliott
Director
(Date) February 23, 2006
/s/ Gailen Krug
------------------------------------------
Gailen Krug
Director
(Date) February 23, 2006
/s/ Rex L. Mears
------------------------------------------
Rex L. Mears
Director
(Date) February 23, 2006
36
/s/ Hugh E. Miller
------------------------------------------
Hugh E. Miller
Director
(Date) February 23, 2006
/s/ Stacey J. Mobley
------------------------------------------
Stacey J. Mobley
Director
(Date) February 23, 2006
/s/ David P. Roselle
------------------------------------------
David P. Roselle
Director
(Date) February 23, 2006
/s/ H. Rodney Sharp III
------------------------------------------
H. Rodney Sharp III
Director
(Date) February 23, 2006
/s/ Thomas P. Sweeney
------------------------------------------
Thomas P. Sweeney
Director
(Date) February 23, 2006
/s/ Robert W. Tunnell Jr.
------------------------------------------
Robert W. Tunnell Jr.
Director
(Date) February 23, 2006
/s/ Susan D. Whiting
------------------------------------------
Susan D. Whiting
Director
(Date) February 23, 2006
37