e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-14659
WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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51-0328154 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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Rodney Square North, 1100 North Market Street, Wilmington, Delaware
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19890 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants telephone number, including area code:
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(302) 651-1000 |
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Securities registered pursuant to
Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered: |
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Common Stock, $1.00 Par Value
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New York Stock Exchange |
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(Title of class) |
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Securities registered pursuant to Section 12 (g) of the Act:
None
(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 þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants 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. o
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 þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
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 June 30, 2006, the last business day of the registrants
most recently completed second fiscal quarter $2,896,101,915.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrants classes of common stock,
as of the latest practicable date. Sixty-eight million four hundred eighty-six-thousand three
hundred ninety-seven shares of common stock per value $1 per share, were outstanding on January 31,
2007.
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).
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Documents Incorporated by Reference |
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Part of Form 10-K in which Incorporated |
(1)
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Portions of Proxy Statement for 2007
Annual Shareholders Meeting
of Wilmington Trust Corporation
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Part III |
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(2)
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Portions of Annual Report to
Shareholders for fiscal year ended
December 31, 2006
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Parts I, II, and IV |
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* |
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For purposes of this calculation, Wilmington Trusts subsidiaries and its directors and
executive officers are deemed to be affiliates. |
TABLE OF CONTENTS
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34 |
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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 Trusts principal subsidiary (WTC). WTC was formed in 1903 and
is the largest full-service bank in Delaware, with 47 branch offices at December 31, 2006.
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 two trust agency offices in California and one in each of
Georgia, Nevada, New Jersey, 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); Wilmington Brokerage Services Company, a broker-dealer and
a registered investment adviser; 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 three asset management firms; Wilmington Trust Investment Management,
LLC, an investment advisory firm (WTIM); Wilmington Trust (UK) Limited, an investment holding
company with interests in four international firms providing entity management services (WTUK);
and Wilmington Trust CI Holdings Limited, a holding company with six subsidiaries.
Wilmington Trusts principal place of business is Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890. Its principal role is to supervise and coordinate the Banks, RSMCs,
WTIs, WTIMs, GTBAHs, and WTUKs activities and provide them with capital and services.
Virtually all of Wilmington Trusts income historically has been from dividends from its
subsidiaries. Wilmington Trusts current staff principally consists of its management, who are
executive officers generally serving in similar capacities for WTC. Wilmington Trust utilizes
WTCs support staff.
As of December 31, 2006, Wilmington Trust had total assets of $11.16 billion and total
shareholders equity of $1.1 billion. On that date, 68,459,514 shares of Wilmington Trusts common
stock were issued and outstanding, and the company had 7,962 shareholders of record. Wilmington
Trusts total loans outstanding were approximately $8.09 billion on that date.
Business Segments
We have four business segments that we monitor and report on to manage our business operations. We
identify these segments as Regional Banking, Wealth Advisory Services, Corporate Client Services,
and Affiliate Money Managers. The Wealth Advisory Services business serves clients throughout the
United States and in many foreign countries. The Corporate Client Services business
1
also serves
clients throughout the United States and in many foreign countries.
The Regional Banking business targets commercial clients throughout the Mid-Atlantic region and consumer clients in the State of
Delaware. We use a funds transfer pricing methodology to credit and charge segments for funds
provided and funds used. We use activity-based costing principles to assign corporate overhead
expenses to each segment. We generally record sales and transfers among segments as if the sales
or transfers were to third parties (e.g., at current market prices). We report profit or
loss from infrequent events, such as the sale of a business, separately for each segment. For
financial information on our four segments, see Note 21 to the Consolidated Financial Statements
contained in our Annual Report to Shareholders for 2006.
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 Trusts 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 Trusts Corporate Client Services business provides a variety of trustee, agency, 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 use a variety of 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, indenture trustee, and specialized service provider for a
variety of capital markets transactions, including those secured by mortgage-backed collateral,
residential and commercial mortgage loans, leases, credit card receivables, corporate loans,
2
municipal securities, and other assets. Wilmington Trust provides owner trustee, indenture
trustee, and specialized services for equipment financing transactions that involve aircraft, power
generating facilities, vessels, and other capital equipment. It also serves as indenture,
successor, collateral, or liquidating trustee in corporate debt issuances, 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, and other administrative functions.
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, recordkeeping, and trustee services.
Wilmington Trust also provides fixed income investment and cash management services to Corporate
Client Services clients. These clients may use these services to manage residual cash or funds
held in escrow accounts, debt service reserve accounts, and other accounts associated with trusts
and special purpose entities. Some of Wilmington Trusts retirement services clients also use
these services to manage retirement plan assets.
Regional Banking Activities
The Banks historically have concentrated the lending, deposit-taking, and other banking activities
described below in Delaware, Maryland, New Jersey, and Pennsylvania. Commercial banking activities
are conducted primarily in Delaware, Maryland, New Jersey, 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:
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Limiting the size of their individual commercial and multi-family real estate loans; |
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Monitoring the aggregate size of their commercial and multi-family housing loan portfolios; |
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Generally requiring equity in the property securing the loan equal to a certain percentage of the appraised value or selling price; |
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Requiring in most instances that the financed project generate cash flow adequate to meet required debt service payments; and |
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Requiring that the Banks have recourse to the borrower and guarantees from the borrowers 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 borrowers assets. In many cases, they also are
collateralized by guarantees of the borrowers owners and their principal officers.
Construction Loans
The Banks make loans and participate in financing to construct residences and commercial buildings.
The Banks also originate loans for the purchase of unimproved property for residential and
commercial purposes. In these cases, the Banks frequently provide the construction funds to
improve the properties.
The Banks residential and commercial construction loans generally have terms of up to 24 months,
and interest rates that adjust from time to time in accordance with changes in a designated
interest rate. The Banks disburse loan proceeds in increments as construction progresses and
inspections warrant. The Banks
finance the construction of individual, owner-occupied houses only if qualified professional
contractors are involved and only on the basis of the Banks underwriting and construction loan
management guidelines. The Banks may underwrite and structure construction loans to convert to
permanent loans at the end of the construction period. Analyzing prospective construction loan
projects requires greater expertise than that required for residential mortgage lending on
completed structures. Accordingly, the Banks engage several 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 serviced 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.
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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.
Underwriting Standards
In determining whether to originate or purchase a residential mortgage loan, the Banks assess both
the borrowers ability to repay the loan and the adequacy of the proposed information concerning
the applicants 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 propertys operating history
and projections, comparable properties, and the borrowers financial condition and reputation. The
Banks general underwriting standards with respect to these loans include:
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Inspecting each property before issuing a loan commitment and before each disbursement; |
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Requiring an appraisal of the property; |
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Requiring recourse to the borrower; and |
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Requiring the personal guaranty of the borrowers 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 borrowers financial ability to repay. In the
underwriting process, the Banks obtain credit bureau reports and verify the borrowers employment
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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.
See also Item 1A Risk Factors.
Other Activities
Interest and dividends on investments provide the Banks with a significant source of revenue. At
December 31, 2006, the Banks investment securities, including securities purchased under
agreements to resell, totaled $2.17 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 Banks management make investment decisions. The Banks have established limits on
the types and amounts of investments they may make.
Subsidiaries
WTC has 19 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 Trusts customers, and include:
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Brandywine Finance Corporation, a finance company; |
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Wilmington Trust SP Services, Inc. and Wilmington Trust SP Services (Delaware),
Inc., which provide services for special purpose entities using Delawares favorable
tax and legal environment; |
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Wilmington Trust SP Services (Nevada), Inc., which provides services for special
purpose entities using Nevadas favorable tax and legal environment; |
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Wilmington Brokerage Services Company, a registered broker-dealer and a registered investment adviser; |
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Wilmington Trust (Cayman), Ltd., a trust company; |
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Wilmington Trust (Channel Islands), Ltd., a trust company; and |
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Wilmington Trust SP Services (South Carolina), Inc., and Wilmington Trust SP
Services (Vermont), Inc., captive insurance management companies. |
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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:
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An 81.73% interest in Cramer Rosenthal McGlynn, LLC, an investment advisory firm
specializing in equity investments in small- to middle-capitalization value-style
stocks; |
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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 management firm
specializing in growth-style stocks for institutional and individual clients; and |
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A 28.125% interest in Camden Partners Holdings, LLC, a Baltimore-based private equity firm. |
Staff Members
On January 31, 2007, Wilmington Trust and its subsidiaries had 2,562 full-time equivalent staff
members. Wilmington Trust considers its and its subsidiaries relationships with these staff
members to be good based on its ability to attract and retain high quality staff. Wilmington Trust
and the Banks provide a variety of benefit programs for these staff members, including pension,
incentive compensation, thrift savings, stock purchase, and group life, health, and accident plans.
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Industry Guide 3 Tables |
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2006/2005 |
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2005/2004 |
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The following table presents a rate/volume analysis |
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Increase (Decrease) |
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Increase (Decrease) |
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of net interest income: |
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due to change in |
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due to change in |
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(in millions) |
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Volume1 |
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Rate2 |
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Total |
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Volume1 |
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Rate2 |
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Total |
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Interest income: |
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Time
deposits in other banks |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Federal funds sold and securities
purchased under agreements to resell |
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0.7 |
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0.9 |
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1.6 |
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0.2 |
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0.5 |
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0.7 |
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Total
short-term investments |
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0.7 |
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0.9 |
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1.6 |
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0.2 |
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0.5 |
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0.7 |
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U.S. Treasury |
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1.0 |
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1.1 |
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2.1 |
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(1.8 |
) |
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0.1 |
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(1.7 |
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Government agencies |
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4.6 |
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1.7 |
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6.3 |
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4.2 |
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(0.3 |
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3.9 |
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State and municipal * |
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(0.1 |
) |
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(0.1 |
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(0.2 |
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0.1 |
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(0.1 |
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Preferred stock * |
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(0.2 |
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0.2 |
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(2.2 |
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(2.2 |
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Mortgage-backed securities |
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(6.1 |
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0.6 |
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(5.5 |
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(1.6 |
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0.2 |
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(1.4 |
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Other |
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1.8 |
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5.5 |
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7.3 |
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1.5 |
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5.7 |
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7.2 |
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Total
investment securities |
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1.0 |
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9.1 |
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10.1 |
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(0.1 |
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5.8 |
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5.7 |
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Commercial, financial and agricultural * |
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(1.5 |
) |
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38.9 |
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37.4 |
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4.0 |
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40.3 |
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44.3 |
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Real estate-construction |
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36.7 |
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24.4 |
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61.1 |
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12.2 |
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19.5 |
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31.7 |
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Mortgage - commercial * |
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0.8 |
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17.5 |
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18.3 |
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3.0 |
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17.4 |
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20.4 |
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|
Total commercial loans |
|
|
36.0 |
|
|
|
80.8 |
|
|
|
116.8 |
|
|
|
19.2 |
|
|
|
77.2 |
|
|
|
96.4 |
|
|
|
|
Mortgage - residential |
|
|
3.3 |
|
|
|
(0.5 |
) |
|
|
2.8 |
|
|
|
(0.9 |
) |
|
|
(0.6 |
) |
|
|
(1.5 |
) |
Consumer |
|
|
8.2 |
|
|
|
11.6 |
|
|
|
19.8 |
|
|
|
11.7 |
|
|
|
5.4 |
|
|
|
17.1 |
|
Loans secured by liquid collateral |
|
|
(2.6 |
) |
|
|
10.1 |
|
|
|
7.5 |
|
|
|
(0.1 |
) |
|
|
11.2 |
|
|
|
11.1 |
|
|
Total retail loans |
|
|
8.9 |
|
|
|
21.2 |
|
|
|
30.1 |
|
|
|
10.7 |
|
|
|
16.0 |
|
|
|
26.7 |
|
|
|
|
Total loans net of unearned income |
|
|
44.9 |
|
|
|
102.0 |
|
|
|
146.9 |
|
|
|
29.9 |
|
|
|
93.2 |
|
|
|
123.1 |
|
|
Total interest income |
|
$ |
46.6 |
|
|
$ |
112.0 |
|
|
$ |
158.6 |
|
|
$ |
30.0 |
|
|
$ |
99.5 |
|
|
$ |
129.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
$ |
(0.1 |
) |
|
$ |
0.5 |
|
|
$ |
0.4 |
|
|
$ |
|
|
|
$ |
0.2 |
|
|
$ |
0.2 |
|
Interest-bearing demand |
|
|
0.4 |
|
|
|
5.2 |
|
|
|
5.6 |
|
|
|
|
|
|
|
8.3 |
|
|
|
8.3 |
|
Certificates under $100,000 |
|
|
4.0 |
|
|
|
11.4 |
|
|
|
15.4 |
|
|
|
1.1 |
|
|
|
4.4 |
|
|
|
5.5 |
|
Local certificates $100,000 and over |
|
|
3.7 |
|
|
|
7.5 |
|
|
|
11.2 |
|
|
|
3.8 |
|
|
|
5.3 |
|
|
|
9.1 |
|
|
Total core interest-bearing deposits |
|
|
8.0 |
|
|
|
24.6 |
|
|
|
32.6 |
|
|
|
4.9 |
|
|
|
18.2 |
|
|
|
23.1 |
|
National
money market deposit accounts |
|
|
1.0 |
|
|
|
|
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
National certificates $100,000 and over |
|
|
16.9 |
|
|
|
49.4 |
|
|
|
66.3 |
|
|
|
3.9 |
|
|
|
44.2 |
|
|
|
48.1 |
|
|
Total interest-bearing deposits |
|
|
25.9 |
|
|
|
74.0 |
|
|
|
99.9 |
|
|
|
8.8 |
|
|
|
62.4 |
|
|
|
71.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased and securities
sold under agreements to repurchase |
|
|
0.9 |
|
|
|
17.7 |
|
|
|
18.6 |
|
|
|
(0.2 |
) |
|
|
17.2 |
|
|
|
17.0 |
|
U.S. Treasury demand |
|
|
|
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
|
|
|
|
0.2 |
|
|
|
0.2 |
|
|
Total
short-term borrowings |
|
|
0.9 |
|
|
|
17.9 |
|
|
|
18.8 |
|
|
|
(0.2 |
) |
|
|
17.4 |
|
|
|
17.2 |
|
|
|
|
Long-term debt |
|
|
(0.6 |
) |
|
|
5.9 |
|
|
|
5.3 |
|
|
|
(0.1 |
) |
|
|
7.3 |
|
|
|
7.2 |
|
|
Total
interest expense |
|
$ |
26.2 |
|
|
$ |
97.8 |
|
|
$ |
124.0 |
|
|
$ |
8.5 |
|
|
$ |
87.1 |
|
|
$ |
95.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net interest income |
|
$ |
20.4 |
|
|
$ |
14.2 |
|
|
$ |
34.6 |
|
|
$ |
21.5 |
|
|
$ |
12.4 |
|
|
$ |
33.9 |
|
|
|
|
|
|
|
* |
|
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 years 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 Trusts investment securities held to maturity
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Market |
|
|
Amortized |
|
|
Weighted |
|
December 31, 2006 (in millions) |
|
value |
|
|
cost |
|
|
average yield |
|
|
State and municipals: |
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
$ |
0.3 |
|
|
$ |
0.3 |
|
|
|
5.81 |
% |
After 1 but within 5 years |
|
|
1.2 |
|
|
|
1.1 |
|
|
|
6.20 |
|
|
Total |
|
|
1.5 |
|
|
|
1.4 |
|
|
|
6.11 |
|
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
After 10 years |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
6.71 |
|
|
Total |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
6.71 |
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
4.01 |
|
|
Total |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
4.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
held to maturity |
|
$ |
1.8 |
|
|
$ |
1.7 |
|
|
|
6.05 |
% |
|
|
|
|
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 Trusts Investment securities available for sale follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31 |
|
Market |
|
|
Amortized |
|
|
Weighted |
|
(in millions) |
|
value |
|
|
cost |
|
|
average yield |
|
|
U.S. Treasury: |
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
$ |
73.8 |
|
|
$ |
74.4 |
|
|
|
3.93 |
% |
After 1 but within 5 years |
|
|
51.4 |
|
|
|
52.2 |
|
|
|
4.00 |
|
|
Total |
|
|
125.2 |
|
|
|
126.6 |
|
|
|
3.96 |
|
|
Government Agencies: |
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
|
261.2 |
|
|
|
262.6 |
|
|
|
4.22 |
|
After 1 but within 5 years |
|
|
424.2 |
|
|
|
427.1 |
|
|
|
4.75 |
|
After 5 but within 10 years |
|
|
121.7 |
|
|
|
120.9 |
|
|
|
5.70 |
|
|
Total |
|
|
807.1 |
|
|
|
810.6 |
|
|
|
4.72 |
|
|
State and municipals: |
|
|
|
|
|
|
|
|
|
|
|
|
After 1 but within 5 years |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
13.57 |
|
After 10 years |
|
|
7.7 |
|
|
|
7.4 |
|
|
|
5.60 |
|
|
Total |
|
|
8.1 |
|
|
|
7.7 |
|
|
|
10.67 |
|
|
Preferred stock: |
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
|
56.4 |
|
|
|
56.6 |
|
|
|
6.55 |
|
After 1 but within 5 years |
|
|
34.1 |
|
|
|
33.8 |
|
|
|
7.97 |
|
|
Total |
|
|
90.5 |
|
|
|
90.4 |
|
|
|
7.08 |
|
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
|
0.3 |
|
|
|
0.3 |
|
|
|
7.25 |
|
After 1 but within 5 years |
|
|
2.5 |
|
|
|
2.5 |
|
|
|
6.00 |
|
After 5 but within 10 years |
|
|
53.0 |
|
|
|
54.3 |
|
|
|
4.32 |
|
After 10 years |
|
|
633.5 |
|
|
|
654.4 |
|
|
|
4.23 |
|
|
Total |
|
|
689.3 |
|
|
|
711.5 |
|
|
|
4.25 |
|
|
Corporate securities: |
|
|
|
|
|
|
|
|
|
|
|
|
After 10 years |
|
|
356.8 |
|
|
|
356.7 |
|
|
|
6.41 |
|
|
Total |
|
|
356.8 |
|
|
|
356.7 |
|
|
|
6.41 |
|
|
Foreign corporate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
7.45 |
|
|
Total |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
7.45 |
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
|
22.3 |
|
|
|
21.8 |
|
|
|
3.41 |
|
After 10 years |
|
|
13.1 |
|
|
|
13.0 |
|
|
|
6.94 |
|
|
Total |
|
|
35.4 |
|
|
|
34.8 |
|
|
|
4.73 |
|
|
Total investment
securities available
for sale |
|
$ |
2,112.9 |
|
|
$ |
2,138.8 |
|
|
|
4.92 |
% |
|
|
|
|
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) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
Commercial,
financial, and
agricultural |
|
$ |
2,533.5 |
|
|
$ |
2,461.3 |
|
|
$ |
2,505.2 |
|
|
$ |
2,275.3 |
|
|
$ |
2,137.5 |
|
Real estate-construction |
|
|
1,663.9 |
|
|
|
1,233.9 |
|
|
|
735.4 |
|
|
|
699.8 |
|
|
|
591.9 |
|
Mortgage-commercial |
|
|
1,296.1 |
|
|
|
1,223.9 |
|
|
|
1,246.8 |
|
|
|
1,078.2 |
|
|
|
1,065.9 |
|
Mortage-residential |
|
|
536.9 |
|
|
|
455.5 |
|
|
|
431.3 |
|
|
|
489.6 |
|
|
|
677.2 |
|
Consumer |
|
|
1,517.0 |
|
|
|
1,438.3 |
|
|
|
1,239.6 |
|
|
|
1,077.1 |
|
|
|
1,046.7 |
|
Secured by liquid collateral |
|
|
547.5 |
|
|
|
584.8 |
|
|
|
604.7 |
|
|
|
605.4 |
|
|
|
506.3 |
|
|
Total loans, gross |
|
|
8,094.9 |
|
|
|
7,397.7 |
|
|
|
6,763.0 |
|
|
|
6,225.4 |
|
|
|
6,025.5 |
|
Less: unearned income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.4 |
) |
|
Total loans |
|
$ |
8,094.9 |
|
|
$ |
7,397.7 |
|
|
$ |
6,763.0 |
|
|
$ |
6,225.3 |
|
|
$ |
6,025.1 |
|
|
11
The following table sets forth the allocation of Wilmington Trusts reserve for loan losses
for the last five years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
loans |
|
|
|
|
|
|
loans |
|
|
|
|
|
|
loans |
|
|
|
|
|
|
loans |
|
|
|
|
|
|
loans |
|
|
|
|
|
|
|
in each |
|
|
|
|
|
|
in each |
|
|
|
|
|
|
in each |
|
|
|
|
|
|
in each |
|
|
|
|
|
|
in each |
|
|
|
|
|
|
|
category |
|
|
|
|
|
|
category |
|
|
|
|
|
|
category |
|
|
|
|
|
|
category |
|
|
|
|
|
|
category |
|
|
|
|
|
|
|
of |
|
|
|
|
|
|
of |
|
|
|
|
|
|
of |
|
|
|
|
|
|
of |
|
|
|
|
|
|
of |
|
|
|
|
|
|
|
net |
|
|
|
|
|
|
net |
|
|
|
|
|
|
net |
|
|
|
|
|
|
net |
|
|
|
|
|
|
net |
|
DECEMBER 31 (IN MILLIONS) |
|
Amount |
|
|
loans |
|
|
Amount |
|
|
loans |
|
|
Amount |
|
|
loans |
|
|
Amount |
|
|
loans |
|
|
Amount |
|
|
loans |
|
|
Commercial,
financial, and
agricultural |
|
$ |
36.3 |
|
|
|
31 |
% |
|
$ |
38.5 |
|
|
|
33 |
% |
|
$ |
43.4 |
|
|
|
37 |
% |
|
$ |
45.2 |
|
|
|
37 |
% |
|
$ |
43.9 |
|
|
|
36 |
% |
Real
estate-construction |
|
|
19.2 |
|
|
|
20 |
|
|
|
12.7 |
|
|
|
17 |
|
|
|
7.8 |
|
|
|
11 |
|
|
|
7.2 |
|
|
|
11 |
|
|
|
5.3 |
|
|
|
10 |
|
Mortgage-commercial |
|
|
14.5 |
|
|
|
16 |
|
|
|
15.4 |
|
|
|
17 |
|
|
|
14.8 |
|
|
|
19 |
|
|
|
14.3 |
|
|
|
17 |
|
|
|
13.5 |
|
|
|
18 |
|
Mortage-residential |
|
|
1.3 |
|
|
|
7 |
|
|
|
1.3 |
|
|
|
6 |
|
|
|
1.2 |
|
|
|
6 |
|
|
|
1.2 |
|
|
|
8 |
|
|
|
1.5 |
|
|
|
11 |
|
Consumer |
|
|
11.3 |
|
|
|
19 |
|
|
|
11.2 |
|
|
|
19 |
|
|
|
10.4 |
|
|
|
18 |
|
|
|
9.8 |
|
|
|
17 |
|
|
|
9.8 |
|
|
|
17 |
|
Secured by liquid
collateral |
|
|
5.5 |
|
|
|
7 |
|
|
|
6.2 |
|
|
|
8 |
|
|
|
6.0 |
|
|
|
9 |
|
|
|
6.1 |
|
|
|
10 |
|
|
|
5.1 |
|
|
|
8 |
|
Unallocated |
|
|
6.1 |
|
|
|
|
|
|
|
6.1 |
|
|
|
|
|
|
|
6.1 |
|
|
|
|
|
|
|
6.1 |
|
|
|
|
|
|
|
6.1 |
|
|
|
|
|
|
Total |
|
$ |
94.2 |
|
|
|
100 |
% |
|
$ |
91.4 |
|
|
|
100 |
% |
|
$ |
89.7 |
|
|
|
100 |
% |
|
$ |
89.9 |
|
|
|
100 |
% |
|
$ |
85.2 |
|
|
|
100 |
% |
|
12
An analysis of loan maturities and interest rate sensitivity of Wilmington Trusts
commercial and real estate construction loan portfolios follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
One |
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
|
|
|
|
|
|
|
Less than |
|
|
five |
|
|
Over |
|
|
Total |
|
December 31 (in millions) |
|
one year |
|
|
years |
|
|
five years |
|
|
gross loans |
|
|
Commercial, financial, and agricultural |
|
$ |
1,105.1 |
|
|
$ |
809.7 |
|
|
$ |
618.7 |
|
|
$ |
2,533.5 |
|
Real estate-construction |
|
|
108.9 |
|
|
|
1,313.9 |
|
|
|
241.1 |
|
|
|
1,663.9 |
|
|
Total |
|
$ |
1,214.0 |
|
|
$ |
2,123.6 |
|
|
$ |
859.8 |
|
|
$ |
4,197.4 |
|
|
Loans with predetermined rate |
|
$ |
11.5 |
|
|
$ |
89.0 |
|
|
$ |
102.3 |
|
|
$ |
202.8 |
|
Loans with variable rate |
|
|
1,202.5 |
|
|
|
2,034.6 |
|
|
|
757.5 |
|
|
|
3,994.6 |
|
|
Total |
|
$ |
1,214.0 |
|
|
$ |
2,123.6 |
|
|
$ |
859.8 |
|
|
$ |
4,197.4 |
|
|
The following table presents a comparative analysis of the risk elements in Wilmington
Trusts loan portfolio at year-end(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
Nonaccruing |
|
$ |
31.0 |
|
|
$ |
39.3 |
|
|
$ |
56.4 |
|
|
$ |
45.4 |
|
|
$ |
42.4 |
|
Restructured |
|
|
|
|
|
|
4.7 |
* |
|
|
5.2 |
* |
|
|
|
|
|
|
|
|
Past due 90 days or more |
|
|
5.8 |
|
|
|
4.1 |
|
|
|
5.5 |
|
|
|
5.6 |
|
|
|
12.5 |
|
|
Total |
|
$ |
36.8 |
|
|
$ |
48.1 |
|
|
$ |
67.1 |
|
|
$ |
51.0 |
|
|
$ |
54.9 |
|
|
Percent of total loans at year-end |
|
|
0.45 |
% |
|
|
0.65 |
% |
|
|
0.99 |
% |
|
|
0.82 |
% |
|
|
0.91 |
% |
|
Other real estate owned |
|
$ |
4.8 |
|
|
$ |
0.2 |
|
|
$ |
0.2 |
|
|
$ |
1.4 |
|
|
$ |
3.1 |
|
|
|
|
|
(1) |
|
The Corporations policy for placing loans in nonaccrual status is discussed in footnote 2 to the
Consolidated Financial Statements contained in the Corporations Annual
Report to Stockholders for the fiscal year ended December 31, 2006, which is incorporated by reference herein. |
|
* |
|
Restructured as nonaccrual. |
13
The following table sets forth an analysis of Wilmington Trusts 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) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
Reserve for loan losses at beginning of period |
|
$ |
91.4 |
|
|
$ |
89.7 |
|
|
$ |
89.9 |
|
|
$ |
85.2 |
|
|
$ |
80.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
charged off: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
10.8 |
|
|
|
4.9 |
|
|
|
11.0 |
|
|
|
10.9 |
|
|
|
12.3 |
|
Real estate-construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-commercial |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Mortgage-residential |
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
Consumer |
|
|
13.5 |
|
|
|
12.2 |
|
|
|
10.0 |
|
|
|
10.0 |
|
|
|
10.0 |
|
Secured with liquid collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans charged off |
|
|
24.6 |
|
|
|
17.2 |
|
|
|
21.1 |
|
|
|
21.0 |
|
|
|
22.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries on amounts previously charged off: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
0.6 |
|
|
|
3.3 |
|
|
|
1.4 |
|
|
|
1.1 |
|
|
|
0.7 |
|
Real estate-construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-commercial |
|
|
|
|
|
|
|
|
|
|
0.8 |
|
|
|
|
|
|
|
1.5 |
|
Mortgage-residential |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
Consumer |
|
|
5.4 |
|
|
|
3.8 |
|
|
|
3.1 |
|
|
|
2.9 |
|
|
|
2.5 |
|
Secured with
liquid collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
recoveries |
|
|
6.1 |
|
|
|
7.1 |
|
|
|
5.3 |
|
|
|
4.1 |
|
|
|
4.8 |
|
|
|
|
Net loans charged off |
|
|
18.5 |
|
|
|
10.1 |
|
|
|
15.8 |
|
|
|
16.9 |
|
|
|
17.6 |
|
|
Current years provision for loan losses |
|
|
21.3 |
|
|
|
11.8 |
|
|
|
15.6 |
|
|
|
21.6 |
|
|
|
22.0 |
|
|
Reserve for loan losses at end of period |
|
$ |
94.2 |
|
|
$ |
91.4 |
|
|
$ |
89.7 |
|
|
$ |
89.9 |
|
|
$ |
85.2 |
|
|
Ratio of net loans charged-off to average loans |
|
|
0.24 |
% |
|
|
0.14 |
% |
|
|
0.24 |
% |
|
|
0.28 |
% |
|
|
0.31 |
% |
|
|
|
(1) |
|
The factors the Corporation considers in determining the amount of additions to its
allowance for loan losses are discussed in footnote 2 to the
Consolidated Financial Statements contained in the
Corporations Annual Report to Stockholders for the fiscal year ended December 31, 2006, which is
incorporated by reference herein. |
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
For the year ended December 31 (in millions) |
|
amount |
|
|
rate |
|
|
amount |
|
|
rate |
|
|
amount |
|
|
rate |
|
|
Noninterest-bearing demand |
|
$ |
759.1 |
|
|
|
|
|
|
$ |
992.0 |
|
|
|
|
|
|
$ |
927.5 |
|
|
|
|
|
Interest-bearing deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
|
311.4 |
|
|
|
0.41 |
% |
|
|
344.9 |
|
|
|
0.27 |
% |
|
|
369.1 |
|
|
|
0.18 |
% |
Interest-bearing demand |
|
|
2,347.5 |
|
|
|
1.09 |
|
|
|
2,303.8 |
|
|
|
0.86 |
|
|
|
2,311.1 |
|
|
|
0.50 |
|
Certificates under $100,000 |
|
|
979.4 |
|
|
|
3.73 |
|
|
|
824.4 |
|
|
|
2.56 |
|
|
|
768.3 |
|
|
|
2.03 |
|
Local certificates $100,000 and over |
|
|
521.7 |
|
|
|
4.48 |
|
|
|
401.5 |
|
|
|
3.01 |
|
|
|
177.7 |
|
|
|
1.69 |
|
National money market deposit accounts |
|
|
17.6 |
|
|
|
5.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National certificates $100,000 and over |
|
|
2,803.9 |
|
|
|
5.12 |
|
|
|
2,306.6 |
|
|
|
3.36 |
|
|
|
2,039.5 |
|
|
|
1.44 |
|
|
Total |
|
$ |
7,740.6 |
|
|
|
|
|
|
$ |
7,173.2 |
|
|
|
|
|
|
$ |
6,593.2 |
|
|
|
|
|
|
The maturity of Wilmington Trusts time deposits of $100,000 or more is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates |
|
|
All other interest- |
|
December 31, 2006 (in millions) |
|
of deposit |
|
|
bearing deposits |
|
|
Three months or less |
|
$ |
1,937.9 |
|
|
$ |
|
|
Over three through six months |
|
|
1,465.6 |
|
|
|
|
|
Over six through 12 months |
|
|
98.7 |
|
|
|
|
|
Over twelve months |
|
|
26.3 |
|
|
|
|
|
|
Total |
|
$ |
3,528.5 |
|
|
$ |
|
|
|
15
A summary of short-term borrowings at December 31, is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold |
|
|
|
|
|
|
|
|
|
Federal funds |
|
|
under agreements |
|
|
U.S. treasury |
|
|
|
|
|
|
purchases |
|
|
to repurchase |
|
|
demand notes |
|
|
Lines of credit |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
$ |
224.1 |
|
|
$ |
906.7 |
|
|
$ |
13.0 |
|
|
$ |
15.0 |
|
Weighted average interest rate at balance sheet date |
|
|
5.3 |
% |
|
|
4.8 |
% |
|
|
5.2 |
% |
|
|
5.8 |
% |
Maximum amount outstanding at any month-end |
|
$ |
699.9 |
|
|
$ |
906.7 |
|
|
$ |
73.3 |
|
|
$ |
15.0 |
|
Approximate average amount outstanding during the period |
|
$ |
481.6 |
|
|
$ |
634.6 |
|
|
$ |
11.1 |
|
|
$ |
8.5 |
|
Weighted average interest rate for average amounts
outstanding during the period |
|
|
5.0 |
% |
|
|
4.6 |
% |
|
|
4.8 |
% |
|
|
6.0 |
% |
|
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 |
% |
|
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 Trusts funding sources by deposit
type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Based on daily average balances) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Savings |
|
|
3.51 |
% |
|
|
4.16 |
% |
|
|
4.79 |
% |
Interest-bearing demand |
|
|
26.64 |
|
|
|
27.82 |
|
|
|
29.98 |
|
Certificates of deposit |
|
|
48.50 |
|
|
|
42.66 |
|
|
|
38.72 |
|
Short-term borrowings |
|
|
12.80 |
|
|
|
13.38 |
|
|
|
14.48 |
|
Demand deposits |
|
|
8.55 |
|
|
|
11.98 |
|
|
|
12.03 |
|
|
Total |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
The following table presents an analysis of Wilmington Trusts return on average and return
on average equity over the last three years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Return on
average assets |
|
|
1.37 |
% |
|
|
1.70 |
% |
|
|
1.50 |
% |
Return on
average stockholders equity |
|
|
13.58 |
|
|
|
17.59 |
|
|
|
16.02 |
|
Dividend
payout |
|
|
59.18 |
|
|
|
48.02 |
|
|
|
54.78 |
|
Average
equity to average assets |
|
|
10.09 |
|
|
|
9.68 |
|
|
|
9.36 |
|
|
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 Trusts 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 Trusts 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 FRBs 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 banks voting stock, the ability to otherwise control the
election of a majority of a banks directors, or the power to exercise a controlling influence over
a banks management or policies. In addition, the FRBs prior approval is required for:
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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; |
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The acquisition by a bank holding company, or any nonbanking subsidiary of a
bank holding company, of all or substantially all of a banks assets; or |
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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 FRBs prior approval. Since Wilmington Trust is a thrift holding
company, the entity also would need to obtain the OTSs 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.
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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 without
obtaining the FRBs 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 FRBs 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 companys or the
financial systems safety and soundness.
To qualify to become a financial holding company, a bank holding companys 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 FRBs 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.
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
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FRB may require the bank holding company to terminate the activity or the
holding companys 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 non-bank 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 and asset purchases from its non-bank affiliates. For these purposes,
Wilmington Trust and most of 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 banks 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 institutions
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, 2006, 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.
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 institutions problems. The
nature and extent of the corrective action depends primarily on the institutions 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:
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Requiring recapitalization or a capital restoration plan; |
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Restricting transactions with affiliates; |
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Restricting interest rates, asset growth, activities, and investments in
subsidiaries; and |
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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 Banks
capital restoration plan and provide assurance of performance under the plan.
Dividend Limitations
The FRBs policy generally is that banks and bank holding companies should not pay dividends unless
the institutions 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 OTSs 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 net income for the previous
four quarters. Any additional capital distributions require prior OTS approval.
Securities Regulation
Wilmington Trusts broker-dealer subsidiary, Wilmington Brokerage Services Company (WBSC), is
registered as a broker-dealer with the Securities and Exchange Commission (SEC) and in the states
in which it does business. WBSC also is a member of the National Association of Securities
Dealers, Inc. (NASD). WBSC is subject to regulation by the SEC, the NASD, and the securities
administrators of the states in which it is registered. WBSC is a member of the Securities
Investor Protection Corporation (SIPC), which, in the event of the liquidation of a
broker-dealer, provides protection for customers securities accounts held by WBSC of up to
$500,000 for each eligible customer, subject to a limitation of $100,000 for claims for cash
balances. Several Wilmington Trust subsidiaries, including WBSC, also are registered as investment
advisers with the SEC and in some states.
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Bank Secrecy Act
Under the Bank Secrecy Act, the USA Patriot Act, and regulations issued by the Office of
Foreign Assets Control (collectively, the BSA Laws), 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 Laws. In addition, if a financial institution is
determined to have engaged in money laundering or violated the BSA Laws, its charter, license,
and/or deposit insurance can be revoked.
Privacy and Information Security
Federal laws and regulations require Wilmington Trust to respect the privacy of its customers and
to protect the security and confidentiality of those customers nonpublic personal information.
These laws and regulations limit the instances in which a financial institution may disclose
non-public customer information about a consumer to nonaffiliated third parties, and require a
financial institution to disclose to all of its customers its privacy policies and practices with
respect to information-sharing with affiliates and unaffiliated third parties. Financial
institutions also are required to have an information security program to safeguard the
confidentiality and security of customer information and ensure its proper disposal. In addition,
federal and various state laws require customers and regulators to be notified if there is an
unauthorized disclosure of sensitive customer information that may be misused.
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:
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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); |
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The Truth-in-Savings Act (which principally mandates certain disclosures in
connection with deposit-taking activities); |
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The Equal Credit Opportunity Act (which prohibits discrimination in all
aspects of credit-granting and requires notice of adverse action to persons
denied credit); |
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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); |
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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); |
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The Electronic Funds Transfer Act (which requires certain disclosures in
connection with electronic funds transactions); and |
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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). |
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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, 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 todays 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 210-year case law history of the states Chancery
Court system, which has jurisdiction over corporate and trust matters. While in recent years
several states have implemented advantageous legal and tax provisions 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 Trusts and WTCs operating
results.
Information
about Wilmington Trusts reporting segments is contained in Note
21 of its Consolidated
Financial Statements in its Annual Report to Shareholders for 2006, which is incorporated by
reference herein.
Available Information
Wilmington Trusts 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 Trusts 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.
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ITEM 1A. RISK FACTORS
There are certain 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 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 borrowers or guarantors
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.
General economic conditions and real estate values can affect our earnings.
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.
Conditions such as inflation, recession, unemployment, changes in interest rates, money supply, and
other factors beyond our control may adversely affect our asset quality, deposit levels, and loan
demand and, therefore, our earnings. Since we have a significant amount of real estate loans,
decreases in real estate values could adversely affect the value of property used as collateral for
loans. Adverse changes in the economy may also have a negative effect on our borrowers ability to
make timely repayment of their loans, which would have an adverse impact on our earnings. In
addition, the majority of our loans are to individuals and businesses in Delaware and Pennsylvania.
Consequently, any decline in the economy of this market area could have an adverse effect on our
earnings. See the Asset Quality section of Managements Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report to Shareholders for 2006 for further
24
discussion related to our process for determining the appropriate level of the allowance for loan
losses.
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 and larger lending limits 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, multi-family offices, and
insurance companies provide the Banks principal competition for trust and asset management
business.
Our ability to compete effectively is attributable in part to the responsive, personalized, and
customized services we provide and our reputation resulting from our managements knowledge and
awareness of our clients and market areas. We believe this relationship approach and knowledge
provide a business advantage in achieving high client satisfaction in serving the small to
mid-sized businesses, entrepreneurs, professionals, and other individuals that comprise our
Companys customer base. Our ability to compete also is due in part to the competitive rates we
offer on our loan and deposit products, the breadth of services we provide, and our ability to
continue to attract and retain our highly qualified staff.
Our ability to compete for business also depends in part on our ability to develop and market new
and innovative products and services, and to adopt or develop new technologies that differentiate
our products and services or provide cost efficiencies. Rapid technological change in the
financial services industry, together with competitive pressures, require us to make ongoing
investments to bring new products and services to market in a timely fashion and at competitive
prices.
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 affect that fee income.
If our goodwill or amortizable intangible assets become impaired, we may be required to record a
significant charge to earnings.
Under generally accepted accounting principles, we review our amortizable intangible assets for
impairment when events or changes in circumstances indicate that the carrying value of those assets
may not be recoverable. Goodwill is required to be tested for impairment at least annually. We
may be required to record a significant charge to earnings in our financial statements during the
period in
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which any impairment of our goodwill or amortizable intangible assets
is determined. See the Affiliate Managers section of the
Managements Discussion and Analysis of Results of Operations
and Notes 4 and 10 to the Consolidated Financial Statements contained in our Annual Report to
Shareholders for 2006.
New products and services could subject us to additional risks.
From time to time, we may offer new products or services. There can be significant risks and uncertainties associated with
these efforts. We may invest significant time and resources in
developing and marketing new products or services. Initial
timetables to introduce and develop new products or services may not be achieved, and our price and profitability
targets may not be achieved. External factors, such as compliance with regulations, competitive
alternatives, and shifting market preferences also may impact the successful implementation of new products or services. Any new product or service could
impact our system of internal controls. If we do not manage these risks successfully, our
business, results of operations, and financial condition could be effected adversely.
Our business could be impacted negatively by risks associated with acquisitions.
We acquire other companies from time to time. To the extent we acquire other companies in the
future, our business could be impacted negatively by certain risks associated with such
acquisitions. These include:
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The risk that we will incur expenses in pursuing potential acquisitions without
completing them; |
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The risk that we may lose key clients of the acquired business as a result of the
change of ownership to us; |
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The risk that we may lose key employees of the acquired business; |
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The risk that the acquired business will not perform according to our expectations; |
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The risk that difficulties will arise in connection with integrating the operations
of the acquired business with operations of our existing businesses; |
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The risk that we will need to make significant investments in infrastructure,
controls, staff, emergency backup facilities, and other critical business functions; |
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The risk that our managements attention will be diverted from other aspects of our
business; |
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The risk that unanticipated costs relating to potential acquisitions could reduce
our earnings per share; |
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The risk associated with entering into geographic or product markets in which we
have limited or no direct prior experience; and |
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The risk that we may assume potential liabilities of the acquired company as a
result of the acquisition. |
Negative public opinion could damage our reputation and affect our earnings adversely.
Reputation risk, or the risk to our earnings and capital from negative public opinion, is inherent
in our business. Negative public opinion can result from the actual or perceived manner in which
we conduct our business, including our fiduciary, investment, and private and commercial banking
activities; our management of actual or potential conflicts of interest and ethical issues; and our
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protection of confidential customer information. Negative public opinion can affect adversely our
ability to keep and
attract customers, and can expose us to litigation and regulatory action. We strive to minimize
reputational risk in the way we conduct our business and deal with our customers and communities.
Changes in accounting may affect our reported earnings and operating income.
Generally accepted accounting principles and accompanying accounting pronouncements, implementation
guidelines, and interpretations for many aspects of our business, such as revenue recognition,
accounting for financial instruments, and treatment of goodwill or amortizable intangible assets,
are highly complex and involve subjective judgments. Changes in these rules or their
interpretation could significantly affect our earnings.
A failure in internal controls could impact our earnings and damage our reputation.
A failure in our internal controls could have a negative impact on our earnings and on the
perception that customers, shareholders, and regulators may have of us. We devote a significant
amount of effort, time, and resources to monitoring and improving our internal controls and
ensuring compliance with complex accounting standards and regulations.
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.
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 Delawares 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
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WTC. WTC
carries the mortgage for this facility, which had an outstanding balance of $34,366,945 at December
31, 2006.
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, 2006, the Banks had 53 branches in the following locations:
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Twenty-four are in New Castle County, seven are in Kent County, and 16 are in
Sussex County, Delaware; |
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One each is in Bucks, Chester, Delaware, and Philadelphia Counties,
Pennsylvania; |
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One is in Baltimore, Maryland; and |
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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 sales offices in leased
facilities in Dublin, Ireland, and Frankfurt, Germany, 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, Princeton, New Jersey, and New York, New York, and a loan production
office in Bel Air, Maryland.
Three of Wilmington Trusts reporting segments Regional Banking, Wealth Advisory Services, and
Corporate Client Services operate principally at Wilmington Trust Center; Wealth Advisory
Services and Corporate Client Services also lease a substantial portion of a facility across the
street from Wilmington Trust Center. These three segments operate Wilmington Trusts branches, and
its Wealth Advisory Services and Corporate Client Services reporting segments operate its trust
agency offices. The Affiliate Managers segment operates leased offices in White Plains and New
York, New York, and in Santa Monica, California.
We believe the owned and leased properties used by each of our reporting segments are suitable and
adequate for our needs, and that we could accommodate further growth by utilizing capacity existing
in those facilities or by acquiring or renting additional facilities.
Financial information about Wilmington Trusts reporting segments is contained in Note 21 to the
Consolidated Financial Statements contained in Wilmington Trusts Annual Report to Shareholders for
2006.
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 Trusts consolidated financial condition.
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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 2006.
PART II
ITEM 5 MARKET FOR REGISTRANTS COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Certain
information required by this item is contained on pages 106 and 107 of Wilmington Trusts Annual
Report to Shareholders for 2006, which is incorporated by reference herein. See also Item 1 -
Business, including the discussion on limitations on the
payment of dividends on page 21 above.
The table set forth below contains information as of December 31, 2006, 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 Trusts 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:
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
|
remaining available |
|
|
|
|
|
|
|
|
|
|
for future issuance |
|
|
|
|
|
|
|
|
|
|
under equity |
|
|
Number of securities |
|
|
|
|
|
compensation plans |
|
|
to be issued upon |
|
Weighted-average |
|
(excluding |
|
|
exercise of |
|
exercise price of |
|
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 |
|
|
6,255,968 |
|
|
$ |
33.48 |
|
|
|
3,716,094 |
|
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,255,968 |
|
|
$ |
33.48 |
|
|
|
3,716,094 |
|
|
29
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, 2006 -
October 31, 2006 |
|
|
462 |
|
|
$ |
44.75 |
|
|
|
462 |
|
|
|
6,649,461 |
|
Month #2
November 1, 2006
November 30, 2006 |
|
|
702 |
|
|
$ |
42.50 |
|
|
|
702 |
|
|
|
6,648,759 |
|
Month #3
December 1, 2006
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,648,759 |
|
Total |
|
|
1,164 |
|
|
$ |
43.39 |
|
|
|
1,164 |
|
|
|
6,648,759 |
|
In April 2002, we announced a plan to repurchase up to 8 million shares of our stock.
The Federal Reserve Boards policy is that bank holding companies should not pay dividends unless
the institutions prospective earnings retention rate is consistent with its capital needs, asset
quality, and overall financial condition. We believe our payment of dividends during 2005 was
consistent with the Federal Reserve Boards 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)
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet at year-end |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
Assets |
|
$ |
11,157.0 |
|
|
$ |
10,245.4 |
|
|
$ |
9,519.1 |
|
|
$ |
8,826.7 |
|
|
$ |
8,134.5 |
|
Long-term debt |
|
|
388.5 |
|
|
|
400.4 |
|
|
|
408.6 |
|
|
|
407.1 |
|
|
|
160.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
Interest income |
|
$ |
674.8 |
|
|
$ |
516.6 |
|
|
$ |
386.5 |
|
|
$ |
368.8 |
|
|
$ |
392.8 |
|
Net interest income |
|
|
363.1 |
|
|
|
328.9 |
|
|
|
294.4 |
|
|
|
277.1 |
|
|
|
276.5 |
|
Provision for loan losses |
|
|
21.3 |
|
|
|
11.8 |
|
|
|
15.6 |
|
|
|
21.6 |
|
|
|
22.0 |
|
Net income |
|
|
143.8 |
|
|
|
167.0 |
|
|
|
136.9 |
|
|
|
130.9 |
|
|
|
129.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
Net income-basic |
|
$ |
2.10 |
|
|
$ |
2.47 |
|
|
$ |
2.05 |
|
|
$ |
1.99 |
|
|
$ |
1.97 |
|
Net income-diluted |
|
|
2.06 |
|
|
|
2.43 |
|
|
|
2.02 |
|
|
|
1.97 |
|
|
|
1.95 |
|
Cash dividends declared |
|
|
1.245 |
|
|
|
1.185 |
|
|
|
1.125 |
|
|
|
1.065 |
|
|
|
1.005 |
|
31
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The
information required by this item is contained on pages
6 to 42 and 46 to 53 of Wilmington Trusts Annual
Report to Shareholders for 2006, 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
43 to 46 Wilmington Trusts Annual
Report to Shareholders for 2006, 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 Trusts Annual Report to Shareholders for 2006. Those pages are incorporated by
reference herein.
|
|
|
|
|
|
|
Annual Report |
|
|
to Shareholders |
|
|
Page Number |
Consolidated
Statements of Condition as of December 31, 2006, and 2005 |
|
|
63 |
|
|
|
|
|
|
Consolidated Statements of Income
for the years ended December 31,
2006, 2005, and 2004 |
|
|
64-65 |
|
|
|
|
|
|
Consolidated Statements of Changes in Stockholders Equity for the years ended
December 31, 2006, 2005, and 2004 |
|
|
66-67 |
|
|
|
|
|
|
Consolidated Statements of Cash Flows
for the years ended December 31,
2006, 2005, and 2004 |
|
|
68-69 |
|
|
|
|
|
|
Notes to Consolidated Financial Statements
December 31, 2006, 2005, and 2004 |
|
|
70-101 |
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm |
|
|
103-104 |
|
|
|
|
|
|
Unaudited Selected Quarterly Financial Data |
|
|
62 |
|
32
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 50 of Wilmington Trusts Annual
Report to Shareholders for 2006 under the caption Controls and
Procedures and on page 102 of
Wilmington Trusts Annual Report to Shareholders for 2006, which are 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 7, 9, and 10-12 of Wilmington
Trusts proxy statement for its Annual Shareholders Meeting to be held on April 19, 2007 (the
Proxy Statement), which are incorporated by reference herein.
Information
required by Rule 405 of Regulation S-K is contained on page
27 of the Proxy Statement,
which is incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
The
information required by this item is contained on pages 14 to 27 of the Proxy Statement, which
are incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The
information required by this item is contained on pages 13 and 14 of the Proxy Statement, which
are incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The
information required by this item is contained on page 19 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.
33
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, 2006, and 2005 |
|
|
63 |
|
|
|
|
|
|
Consolidated Statements of Income for
the years ended December 31, 2006, 2005, and 2004 |
|
|
64-65 |
|
|
|
|
|
|
Consolidated Statements of Changes in
Stockholders Equity for the years
ended December 31, 2006, 2005, and 2004 |
|
|
66-67 |
|
|
|
|
|
|
Consolidated Statements of Cash Flows for
the years ended December 31, 2006, 2005, and 2004 |
|
|
68-69 |
|
|
|
|
|
|
Notes to Consolidated Financial Statements -
December 31, 2006, 2005, and 2004 |
|
|
70-101 |
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm |
|
|
103-104 |
|
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.
34
|
|
|
Exhibit |
|
|
Number |
|
Exhibit |
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 |
|
|
|
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 June 28, 1999 between Wilmington Trust Company and Rodney P.
Wood (Commission File Number 1-14659)
9 |
|
|
|
10.7 |
|
Severance Agreement dated as of
February 22, 2006 between Wilmington Trust Company and Michael A.
Digregorio 10 |
|
|
|
10.8 |
|
Severance Agreement dated as of
February 13, 2007 between Wilmington Trust Company and Kevyn N.
Rakowski 10 |
|
|
|
10.9
|
|
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 |
|
|
|
10.10
|
|
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 |
|
|
|
10.11
|
|
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 |
|
|
|
10.12
|
|
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 |
|
|
|
10.13
|
|
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)
15 |
|
|
|
10.14
|
|
2004 Employee Stock Purchase Plan
(Commission File Number 1-14659) 16 |
|
|
|
10.15
|
|
1996 Long-Term Incentive Plan
(Commission File Number 1-14659) 17 |
|
|
|
10.16
|
|
1999 Long-Term Incentive Plan
(Commission File Number 1-14659) 18 |
|
|
|
10.17
|
|
Amended and Restated 2002 Long-Term Incentive Plan of Wilmington Trust Corporation
(Commission File Number 1-14659)
19 |
|
|
|
10.18
|
|
2001 Non-Employee Directors
Stock Option Plan 20 |
|
|
|
10.19
|
|
Amended Executive Incentive Plan
(Commission File Number 1-14659) 21 |
|
|
|
10.20
|
|
2004 Executive Incentive Plan
(Commission File Number 1-14659) 22 |
|
|
|
10.21
|
|
2005 Long-Term Incentive Plan
(Commission File Number 1-14659) 23 |
|
|
|
10.22
|
|
Amended and Restated Limited Liability Company Agreement of Cramer Rosenthal McGlynn, LLC
dated as of January 1, 2001 (Commission File Number 1-14659)
24 |
|
|
|
10.23
|
|
Amendment to the Amended and Restated Limited Liability Company Agreement of Cramer
Rosenthal McGlynn, LLC dated March 15, 2002 (Commission File
Number 1-14659) 25 |
|
|
|
10.24
|
|
Amendment to the Amended and Restated Limited Liability Company Agreement of Cramer
Rosenthal McGlynn, LLC dated June 28, 2002 (Commission File
Number 1-14659) 26 |
|
|
|
10.25
|
|
Second Amended and Restated Limited Liability Company Agreement of Roxbury Capital
Management, LLC dated as of August 1, 2003 (Commission File
Number 1-14659) 27 |
|
|
|
10.26
|
|
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)
28 |
35
|
|
|
Exhibit |
|
|
Number |
|
Exhibit |
10.27
|
|
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)
29 |
|
|
|
10.28
|
|
Form of Stock Option Agreement
(Commission File Number 1-14659) 30 |
|
|
|
10.29
|
|
Form of Restricted Stock Agreement
(Commission File Number 1-14659) 31 |
|
|
|
10.30
|
|
Form of Restricted Stock Unit
Agreement (Commission File Number 1-14659) 32 |
|
|
|
10.31
|
|
Subordinated Note of Wilmington Trust Corporation to Cede & Co. dated May 4, 1998
(Commission File Number 1-14659)
33 |
|
|
|
10.32
|
|
Subordinated Note of Wilmington Trust Corporation to Cede & Co. dated April 4, 2003
(Commission File Number 1-14659)
34 |
|
|
|
13
|
|
2006 Annual Report to Shareholders
of Wilmington Trust Corporation
10 |
|
|
|
21
|
|
Subsidiaries of Wilmington Trust
Corporation 10 |
|
|
|
23
|
|
Consent of KPMG LLP
10 |
|
|
|
31
|
|
Rule 13a-14(a)/15d-14(a)
Certifications
10 |
|
|
|
32
|
|
Section 1350 Certifications
10 |
|
|
|
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 10.20 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on March 30, 2000. |
|
10 |
|
Filed herewith. |
|
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. |
|
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 10.27 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on April 2, 2001. |
|
16 |
|
Incorporated by reference to Exhibit 10.60 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on August 9, 2004. |
|
17 |
|
Incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on March 27, 1997. |
36
|
|
|
18 |
|
Incorporated by reference to Exhibit A to the Proxy Statement of Wilmington Trust
Corporation filed on March 31, 1999. |
|
19 |
|
Incorporated by reference to Exhibit 10.64 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on November 9, 2004. |
|
20 |
|
Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on April 2, 2001. |
|
21 |
|
Incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on March 15, 2004. |
|
22 |
|
Incorporated by reference to Exhibit 10.61 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on August 9, 2004. |
|
23 |
|
Incorporated by reference to Exhibit A to the Current Report on Form 8-K of
Wilmington Trust Corporation filed on April 21, 2005. |
|
24 |
|
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. |
|
25 |
|
Incorporated by reference to Exhibit 10.45 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on August 14, 2002. |
|
26 |
|
Incorporated by reference to Exhibit 10.46 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on August 14, 2002. |
|
27 |
|
Incorporated by reference to Exhibit 10.53 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on March 15, 2004. |
|
28 |
|
Incorporated by reference to Exhibit 10.59 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on May 10, 2004. |
|
29 |
|
Incorporated by reference to Exhibit 10.63 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on November 9, 2004. |
|
30 |
|
Incorporated by reference to Exhibit 10.65 to the Current Report on Form 8-K of
Wilmington Trust Corporation filed on December 19, 2005. |
|
31 |
|
Incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on November 9, 2004. |
|
32 |
|
Incorporated by reference to Exhibit 10.67 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on November 9, 2004. |
|
33 |
|
Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on March 15, 2005. |
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Incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on March 15, 2005. |
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.
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WILMINGTON TRUST CORPORATION
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By: |
/s/
Ted T. Cecala |
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Ted T. Cecala |
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Director, Chairman of the Board,
and Chief Executive Officer
(Date) February 22, 2007 |
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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.
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/s/ Ted T. Cecala |
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Ted T. Cecala |
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Director, Chairman of the Board,
and Chief Executive Officer
(Date) February 22, 2007 |
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/s/
Robert V.A. Harra Jr.
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Robert V.A. Harra Jr. |
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Director, President, and
Chief Operating Officer
(Date) February 22, 2007 |
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/s/
David R. Gibson
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David R. Gibson |
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Executive Vice President and
Chief Financial Officer
(Date) February 22, 2007 |
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/s/ Kevyn N. Rakowski
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Kevyn N. Rakowski |
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Senior Vice President and Controller
(Date) February 22, 2007 |
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/s/
Carolyn S. Burger
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Carolyn S. Burger |
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Director
(Date) February 22, 2007 |
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/s/
Charles S. Crompton, Jr.
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Charles S. Crompton, Jr. |
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Director
(Date) February 22, 2007 |
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/s/ Thomas L. du Pont
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Thomas L. du Pont |
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Director
(Date) February 22, 2007 |
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/s/ R. Keith Elliott
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R. Keith Elliott |
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Director
(Date) February 23, 2006 |
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/s/
Donald E. Foley
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Donald E. Foley |
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Director
(Date) February 22, 2007 |
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/s/ Gailen Krug
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Gailen Krug |
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Director
(Date) February 22, 2007 |
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Rex L. Mears |
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Director
(Date) February 22, 2007 |
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/s/
Stacey J. Mobley
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Stacey J. Mobley |
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Director
(Date) February 22, 2007 |
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/s/
David P. Roselle
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David P. Roselle |
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Director
(Date) February 22, 2007 |
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/s/ H. Rodney Sharp III
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H. Rodney Sharp III |
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Director
(Date) February 22, 2007 |
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/s/ Robert W. Tunnell Jr.
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Robert W. Tunnell Jr. |
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Director
(Date) February 22, 2007 |
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/s/
Susan D. Whiting
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Susan D. Whiting |
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Director
(Date) February 22, 2007 |
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