ITEM 1. BUSINESS
General
Wilmington Trust Corporation, a Delaware corporation and a financial holding company under the Bank Holding Company Act ("Wilmington Trust"), owns Wilmington Trust Company, a Delaware-chartered bank and trust company and Wilmington Trust's principal subsidiary ("WTC"). WTC was formed in 1903 and is the largest full-service bank in Delaware, with 46 branch offices.
Wilmington Trust also owns two other depository institutions, Wilmington Trust of Pennsylvania, a Pennsylvania-chartered bank and trust company with four branches ("WTPA"), and Wilmington Trust FSB, a federally-chartered savings bank with one branch and a sales office in Maryland; one branch and four sales offices in Florida; and trust agency offices in California, Georgia, Nevada, and New York ("WTFSB"). (WTC, WTPA, and WTFSB sometimes are referred to herein as the "Banks"). Wilmington Trust also owns Rodney Square Management Corporation, a registered investment adviser ("RSMC"); WT Investments, Inc., an investment holding company with interests in five asset management firms ("WTI"); GTBA Holdings, Inc. ("GTBAH"), an investment holding company with interests in two asset management firms; Wilmington Trust Investment Management, LLC, an investment advisory firm ("WTIM"); and Wilmington Trust (UK) Limited, an investment holding company with interests in four international firms providing entity management services ("WTUK"). Through its wholly-owned subsidiary, WTC Camden, Inc., WTC owns an interest in an investment adviser, Camden Partners Equity Managers I, LLC.
Wilmington Trust's principal place of business is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890. Its telephone number is (888) 456-9361. Its principal role is to supervise and coordinate the Banks', RSMC's, WTI's, WTIM's, GTBAH's, and WTUK's activities and provide them with capital and services. Virtually all of Wilmington Trust's income historically has been from dividends from its subsidiaries. Wilmington Trust's current staff principally consists of its management, who are officers generally serving in similar capacities for WTC. Wilmington Trust utilizes WTC's support staff.
As of December 31, 2005, Wilmington Trust had total assets of $10.2 billion and total shareholders' equity of $1.01 billion. On that date, 67,903,279 shares of Wilmington Trust's common stock were issued and outstanding, and the company had 8,180 shareholders of record. Wilmington Trust's total loans outstanding were approximately $7.40 billion on that date.
Wilmington Trust's businesses comprise Wealth Advisory Services, Corporate Client Services, and Regional Banking. The Wealth Advisory Services business serves clients throughout the United States and in many foreign countries. The Corporate Client Services business provides specialty trust services for national and multinational institutions. The Regional Banking business targets commercial clients throughout the Delaware Valley region and consumer clients in the state of Delaware.
Wealth Advisory Services Activities
The Banks' Wealth Advisory Services activities encompass a variety of sophisticated financial planning, investment management, fiduciary, and custom lending services for individuals and families. These services include estate, retirement, tax, philanthropic, business succession, and executive benefits planning. The Banks also offer trust creation and administration, estate settlement, and private banking services. The Banks receive fees for providing these services.
The Banks specialize in trusts that offer the legal and tax advantages available in Delaware and other favorable jurisdictions. WTC is one of the largest personal trust institutions in the United States.
Wilmington Trust's investment management capabilities utilize proprietary and nonproprietary products to offer a full spectrum of asset classes and investment styles, including fixed-income instruments, mutual funds, domestic and international equities, real estate investment trusts, and alternative investments such as private equity and hedge funds.
Investment management services are provided to institutional as well as individual clients, including endowment and foundation funds, tax-qualified defined benefit and defined contribution plans, and taxable and tax-exempt cash portfolios.
Wilmington Trust also offers business management and family office services to high net worth individuals. These services include financial advice, bookkeeping, tax return preparation, investment management, and courier services.
Corporate Client Services Activities
Wilmington Trust's Corporate Client Services business provides a variety of trustee, fiduciary, and administrative services in jurisdictions in the United States, the Caribbean, and Europe with advantageous legal, tax, and creditor protections. The business is focused on three areas: 1) services for clients who utilize trusts in capital markets financing structures; 2) services for clients who seek to establish and maintain legal residency requirements for special purpose/variable interest entities; and 3) services for clients who use an independent trustee to hold retirement plan assets.
Wilmington Trust serves as owner trustee or indenture trustee for a variety of capital markets transactions, including those secured by mortgage-backed collateral, residential and commercial mortgage loans, leases, credit card receivables, franchises, timeshares, and other assets. Wilmington Trust provides owner trustee or indenture trustee services for equipment leasing trusts that hold aircraft, power generating facilities, communication lines, satellites, vessels, and other capital equipment. It serves as indenture, successor, collateral, or liquidating trustee in corporate reorganizations, debt restructurings, mergers, and bankruptcies.
To establish and maintain legal residency requirements for special purpose/variable interest entities, Wilmington Trust provides administrative services that demonstrate "nexus," or substance. These services typically include providing a physical location and independent directors for the entity, bookkeeping, and other administrative tasks.
As trustee for retirement plan assets, Wilmington Trust provides administrative and custodial services for pension, 401(k), and other retirement plans for clients who elect to use different providers for the investment management, record keeping, and trustee services.
Lending Activities
The Banks historically have concentrated the lending, deposit-taking, and other banking activities described below in Delaware, Florida, Maryland, New York, and Pennsylvania. Commercial banking activities are conducted primarily in Delaware, Maryland, and Pennsylvania, and retail banking activities are conducted primarily in Delaware. Banking activities conducted in other states relate primarily to the Banks' wealth advisory business.
The Banks' commercial lending activities are targeted to owners of privately held businesses with annual sales up to $250 million. The Banks seek to work with business owners who need wealth advisory as well as lending services. The Banks generally do not pursue syndicated lending opportunities.
The Banks generally receive fees for originating loans and for taking applications and committing to originate loans. In addition, they receive fees for issuing letters of credit and lines of credit, as well as for late charges and other fees in connection with lending activities.
Commercial Loans
The Banks also originate loans secured by mortgages on commercial real estate and multi-family residential real estate. The Banks seek to minimize risks of this lending in a number of ways, including:
- Limiting the size of their individual commercial and multi-family real estate loans;
- Monitoring the aggregate size of their commercial and multi-family housing loan portfolios;
- Generally requiring equity in the property securing the loan equal to a certain percentage of the appraised value or selling price;
- Requiring in most instances that the financed project generate cash flow adequate to meet required debt service payments; and
- Requiring that the Banks have recourse to the borrower and guarantees from the borrower's principals in most instances.
The Banks also make other types of commercial loans to businesses located in their market areas. The Banks offer lines of credit, term loans, and demand loans to finance working capital, accounts receivable, inventory, and equipment purchases. Typically, these loans have terms of up to seven years, and bear interest either at fixed rates or at rates fluctuating with a designated interest rate. These loans frequently are secured by the borrower's assets. In many cases, they also are collateralized by guarantees of the borrower's owners and their principal officers.
Construction Loans
The Banks make loans and participate in financing to construct residences and commercial buildings. The Banks also originate loans for the purchase of unimproved property for residential and commercial purposes. In these cases, the Banks frequently provide the construction funds to improve the properties.
The Banks' residential and commercial construction loans generally have terms of up to 24 months, and interest rates that adjust from time to time in accordance with changes in a designated interest rate. The Banks disburse loan proceeds in increments as construction progresses and inspections warrant. The Banks finance the construction of individual, owner-occupied houses only if qualified professional contractors are involved and only on the basis of the Banks' underwriting and construction loan management guidelines. The Banks may underwrite and structure construction loans to convert to permanent loans at the end of the construction period. Analyzing prospective construction loan projects requires greater expertise than that required for residential mortgage lending on completed structures. Accordingly, the Banks engage several staff members experienced in underwriting in connection with their construction lending. Residential and commercial construction loans afford the Banks the opportunity to increase the interest rate sensitivity of their loan portfolios and receive yields higher than those obtainable on permanent residential mortgage loans.
Residential Mortgage Loans
The Banks directly originate or purchase conventional residential first mortgage loans. The Banks sell all new residential fixed-rate mortgage production into the secondary market. Existing residential mortgage loans are served by a third-party provider. The Banks provide financing for jumbo residential first mortgage loans through a third-party lender. The Banks may purchase residential mortgage loans in support of Community Reinvestment Act activities.
The Banks foster public awareness of their residential mortgage loan products through newspaper advertising and direct mail. The Banks offer both fixed and adjustable interest rates on residential mortgage loans, with terms ranging up to 30 years.
Loans to Individuals
The Banks offer both secured and unsecured personal lines of credit, installment loans, home improvement loans, direct and indirect automobile loans, and credit card facilities. The Banks develop public awareness of their consumer loan products primarily through newspaper advertising and direct mail. Consumer loans generally have shorter terms and higher interest rates than residential first mortgage loans. Through their consumer lending, the Banks attempt to enhance the spread between their average loan yields and their cost of funds, and their matching of assets and liabilities expected to mature or reprice in the same periods.
Underwriting Standards
In determining whether to originate or purchase a residential mortgage loan, the Banks assess both the borrower's ability to repay the loan and the adequacy of the proposed information concerning the applicant's income, financial condition, employment, and credit history. The Banks require title insurance insuring the priority of their liens on most loans secured by first mortgages on real estate, as well as fire and extended coverage casualty insurance protecting the mortgaged properties. Loans are approved by various levels of management depending on the amount of the loan.
The Banks' underwriting standards relating to commercial real estate and multi-family residential loans are designed to ensure that the property securing the loan will generate sufficient cash flow to cover operating expenses and debt service. The Banks review the property's operating history and projections, comparable properties, and the borrower's financial condition and reputation. The Banks' general underwriting standards with respect to these loans include:
- Inspecting each property before issuing a loan commitment and before each disbursement;
- Requiring an appraisal of the property;
- Requiring recourse to the borrower; and
- Requiring the personal guaranty of the borrower's principal(s).
The Banks monitor the performance of these loans by inspecting the property securing each loan.
The Banks limit commercial loans secured by real estate to individuals and organizations with a demonstrated capacity to generate cash flow sufficient to repay indebtedness under varied economic conditions. The Banks monitor the performance of these loans and other loans on a continuous basis.
The Banks require first or junior mortgages to secure home equity loans. Although this security influences the Banks' underwriting decisions, their primary focus in underwriting these loans, as well as their other loans to individuals, is on the borrower's financial ability to repay. In the underwriting process, the Banks obtain credit bureau reports and verify the borrower's employment and credit information. On home equity loans above a certain level, the Banks require an appraisal of the property securing the loan and, in certain instances, title insurance insuring the priority of their liens.
Deposit Activities
Deposit accounts are the primary source of the Banks' funds for use in lending and investment activities and general business purposes. The Banks also obtain funds from borrowings, the amortization and repayment of outstanding loans, earnings, and maturities of investment securities.
The Banks' deposit accounts include demand checking accounts, term certificates of deposit, money market deposit accounts, negotiable order of withdrawal accounts, and regular savings accounts. The Banks also offer retirement plan accounts (including individual retirement accounts, Keogh accounts, and simplified employee pension plans) for investment in the Banks' various deposit accounts. The Banks attract consumer deposits principally from their primary market areas.
Other Activities
Interest and dividends on investments provide the Banks with a significant source of revenue. At December 31, 2005, the Banks' investment securities, including securities purchased under agreements to resell, totaled $1.9 billion, or 19% of their total assets. The Banks' investment securities are used to meet federal liquidity requirements, among other purposes. Designated members of the Bank's management make investment decisions. The Banks have established limits on the types and amounts of investments they may make.
Financial information about Wilmington Trust's reporting segments is contained in Note 21 to the Consolidated Financial Statements contained in Wilmington Trust's Annual Report to Shareholders for 2005.
Subsidiaries
WTC has 19 active wholly owned subsidiaries, formed for various purposes. Those subsidiaries' results of operations are consolidated with Wilmington Trust for financial reporting purposes. They provide additional services to Wilmington Trust's customers, and include:
- Brandywine Finance Corporation, a finance company;
- Wilmington Trust SP Services, Inc. and Wilmington Trust SP Services (Delaware), Inc., which provide services for special purpose entities using Delaware's favorable tax and legal environment;
- Wilmington Trust SP Services (Nevada), Inc., which provides services for special purpose entities using Nevada's favorable tax and legal environment;
- Wilmington Trust SP Services (New York), Inc., a sales production company for corporate trust customers;
- Wilmington Brokerage Services Company, a registered broker-dealer and a registered investment adviser;
- Wilmington Trust (Cayman), Ltd., a trust company;
- Wilmington Trust (Channel Islands), Ltd., a trust company; and
- Wilmington Trust SP Services (South Carolina), Inc., and Wilmington Trust SP Services (Vermont), Inc., captive insurance management companies.
Affiliates
Through its subsidiaries, Wilmington Trust also has interests in the following asset management firms whose results of operations are not consolidated with Wilmington Trust for financial reporting purposes:
- A 77.24% interest in Cramer Rosenthal McGlynn, LLC, an investment advisory firm specializing in equity investments in small- to middle-capitalization value-style stocks;
- A preferred profits interest equal to 30% of the revenues of, and 41.23% of the common interests in, Roxbury Capital Management, LLC, an investment
management firm specializing in growth-style stocks for institutional and individual clients; and
- A 31.25% interest in Camden Partners Holdings, LLC, a Baltimore-based private equity firm.
Staff Members
On December 31, 2005, Wilmington Trust and its subsidiaries had 2,469 full-time equivalent employees. Wilmington Trust considers its and its subsidiaries' relationships with these employees to be good. Wilmington Trust and the Banks provide a variety of benefit programs for these employees, including pension, incentive compensation, thrift savings, stock purchase, and group life, health, and accident plans.
Industry Guide 3 Tables
The following table presents a rate/volume analysis of net interest income:
* Variances are calculated on a fully tax-equivalent basis, which includes the effects of any disallowed interest expense deduction.
(1) Changes attributable to volume are defined as a change in average balance multiplied by the prior year's rate.
(2) Changes attributable to rate are defined as a change in rate multiplied by the average balance in the applicable period for the prior year. A change in rate/volume (change in rate multiplied by change in volume) has been allocated to the change in rate.
The maturity distribution of Wilmington Trust's investment securities held to maturity follows:
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.
The maturity distribution of Wilmington Trust's investment securities available for sale follows:
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.
The following is a summary of period-end loan balances by loan category:
The following table sets forth the allocation of Wilmington Trust's reserve for loan losses for the last five years:
An analysis of loan maturities and interest rate sensitivity of Wilmington Trust's commercial and real estate construction loan portfolios follows:
The following table presents a comparative analysis of the risk elements in Wilmington Trust's loan portfolio at year-end(1):
(1) The Corporation's policy for placing loans in nonaccrual status is discussed in footnote 1 to the Consolidated Financial Statements contained in the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 2005, which is incorporated by reference herein.
* Restructured as nonaccrual.
The following table sets forth an analysis of Wilmington Trust's provision for loan losses, together with chargeoffs and reserves for the major portfolio classifications included in its statement of condition (1):
(1) The factors the Corporation considers in determining the amount of additions to its allowance for loan losses are discussed in footnote 1 to the Consolidated Financial Statements contained in the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 2005, which is incorporated by reference herein.
The following table presents a summary of Wilmington Trust's deposits based on average daily balances over the past three years:
The maturity of Wilmington Trust's time deposits of $100,000 or more is as follows:
A summary of short-term borrowings (in millions) at December 31, is as follows:
Federal funds purchased and securities sold under agreements to repurchase generally mature within 365 days. U.S. Treasury demand notes mature overnight.
The following table presents the percentage of Wilmington Trust's funding sources by deposit type:
The following table presents an analysis of Wilmington Trust's return on average assets and return on average equity over the last three years:
Regulatory Matters
The following is a summary of laws and regulations applicable to Wilmington Trust and the Banks. It does not purport to be complete, and is qualified by reference to those laws and regulations.
General
Wilmington Trust is a bank holding company and a thrift holding company, as well as a financial holding company under the Bank Holding Company Act (the "BHCA"). The Banks are deposit-taking institutions whose deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC"). Federal statutes that apply to Wilmington Trust and/or the Banks include the BHCA, the Federal Reserve Act, the Federal Deposit Insurance Act, and the Home Owners' Loan Act. Wilmington Trust is regulated by the Delaware Department of Banking and the Federal Reserve Board (the "FRB"). Wilmington Trust's Delaware bank subsidiary, WTC, is regulated by the Delaware Department of Banking and the FDIC; its Pennsylvania bank subsidiary, WTPA, is regulated by the Pennsylvania Department of Banking and the FRB; and its federal savings bank subsidiary with branches in Maryland and Florida, WTFSB, is regulated by the Office of Thrift Supervision (the "OTS"). In addition, certain other of Wilmington Trust's subsidiaries are regulated by federal and state authorities as well as regulatory authorities of other countries in which those subsidiaries conduct business.
BHCA
Under the BHCA and FRB regulations adopted under the BHCA, the FRB's approval is required before a bank holding company may acquire "control" of a bank or before any company may acquire "control" of a bank holding company. The BHCA defines "control" of a bank to include ownership or the power to vote 25% or more of any class of a bank's voting stock, the ability to otherwise control the election of a majority of a bank's directors, or the power to exercise a controlling influence over a bank's management or policies. In addition, the FRB's prior approval is required for:
- The acquisition by a bank holding company of ownership or control of more than five percent of the outstanding shares of any class of voting securities of a bank or a bank holding company;
- The acquisition by a bank holding company, or any nonbanking subsidiary of a bank holding company, of all or substantially all of a bank's assets; or
- The merger or consolidation of bank holding companies.
Accordingly, before obtaining "control" of Wilmington Trust, a bank holding company or other company would need to obtain the FRB's prior approval. Since Wilmington Trust is a thrift holding company, the entity also would need to obtain the OTS's approval.
A bank holding company and its subsidiaries generally may not, with certain exceptions, engage in, acquire, or control voting securities or assets of a company engaged in any activity other than (1) banking or managing or controlling banks and other subsidiaries that are engaged in activities authorized under the BHCA and (2) any activity the FRB determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. These include any incidental activities necessary to carry on those activities. The FRB has approved a lengthy list of activities permissible for bank holding companies and their non-banking subsidiaries. Those include:
- Making, acquiring, and servicing loans and other extensions of credit;
- Performing functions a trust company can perform;
- Acting as an investment or financial adviser;
- Performing certain insurance agency and underwriting activities directly related to extensions of credit by the holding company or its subsidiaries and engaging in insurance agency activities in towns of 5,000 or fewer;
- Performing appraisals of real estate and tangible and intangible personal property;
- Acting as an intermediary for the financing of commercial and industrial income-producing real estate;
- Providing certain securities brokerage services;
- Underwriting and dealing in government obligations and money market instruments; and
- Providing tax planning and preparation services.
In addition, under the BHCA, a bank holding company that meets certain qualifications can elect to become a financial holding company. A financial holding company can engage in the activities permitted generally for bank holding companies, including the activities listed above, without obtaining the FRB's approval that would otherwise be required. A financial holding company also may engage in additional activities not otherwise permitted for a bank holding company, generally without obtaining the FRB's prior approval. These additional permitted activities include engaging in, acquiring, or controlling a company engaged in securities underwriting and distribution, merchant banking, certain insurance agency, brokerage, and underwriting activities, and other activities the FRB determines are financial in nature, incidental to a financial activity, or complementary to a financial activity and do not pose a substantial risk to the company's or the financial system's safety and soundness.
To qualify to become a financial holding company, a bank holding company's subsidiary depository institutions must all be "well-managed" and "well-capitalized" and have at least a "satisfactory" rating under the Community Reinvestment Act (the "CRA"). In 2000, Wilmington Trust became a financial holding company. Its status as a financial holding company provides flexibility in the future growth of its fee businesses. If Wilmington Trust or one of the Banks fails to meet applicable capital and management requirements, the FRB may impose limitations or conditions on Wilmington Trust or its subsidiaries, and Wilmington Trust could not commence any additional financial holding company activities without the FRB's approval. If the problem were not corrected within 180 days after notice from the FRB or such additional time as the FRB permits, Wilmington Trust could be required to cease engaging in the financial holding company activity or divest ownership of one or more of the Banks.
Interstate Banking Act
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking Act"), adequately capitalized and managed bank holding companies are permitted to acquire a bank in any state, subject to regulatory approval and certain limitations, and regardless of certain state law restrictions such as reciprocity requirements and regional compacts. States cannot "opt out" of these interstate acquisition provisions.
In addition, under the Interstate Banking Act, banks located in different states are allowed to merge, subject to regulatory approval and certain limitations, as long as neither bank is headquartered in a state that "opted out" of those provisions.
Under the Interstate Banking Act, states may permit out-of-state banks to establish new branches within their borders or acquire existing branches within their borders. Delaware exercised its authority under the Interstate Banking Act to allow mergers between Delaware banks and out-of-state banks, as well as the opening of new Delaware offices by the resulting institutions. However, Delaware did not permit out-of-state banks to establish new branches in Delaware or acquire Delaware branches of other institutions without merging with them.
Safety and Soundness Limitations
As a bank holding company, Wilmington Trust is required to conduct its operations in a safe and sound manner. If the FRB believes an activity of a bank holding company or control of a nonbank subsidiary, other than a nonbank subsidiary of a bank, presents a serious risk to the financial safety, soundness, or stability of a subsidiary bank of the bank holding company and is inconsistent with sound banking practices or the purposes of the BHCA or certain other federal banking statutes, the FRB may require the bank holding company to terminate the activity or the holding company's control of the subsidiary.
Under Regulation W promulgated under the Federal Reserve Act ("Regulation W"), each of the Banks may engage in transactions with its affiliates only on an arms'-length basis. Under Regulation W, each of the Banks is subject to dollar amount and collateral requirements with respect to loans to its affiliates and asset purchases from its affiliates. For these purposes, Wilmington Trust and the companies it controls, including the Banks, are "affiliates" of the Banks. In addition to their restrictions on transactions with affiliates, the Federal Reserve Act and FRB regulations impose dollar amount, credit quality, and other limitations on loans by the Banks to directors, officers, and principal shareholders of the Banks and their subsidiaries and to related interests of those persons.
Capital Standards
The FRB and the other federal banking agencies have adopted "risk-based" capital standards to assist in assessing the capital adequacy of bank holding companies and banks under those agencies' jurisdiction. Those risk-based capital standards include both a definition of capital and a framework for calculating "risk-weighted" assets. For this purpose, a bank's risk-weighted assets include both its assets and off-balance sheet items, such as loan commitments and standby letters of credit, and each asset and off-balance sheet item is assigned a risk weight. An institution's risk-based capital ratio is calculated by dividing its qualifying capital by its risk-weighted assets. At least one-half of risk-based capital must consist of Tier 1 capital (generally including common stockholders' equity, qualifying cumulative and noncumulative perpetual preferred stock, and minority interests in consolidated subsidiaries). The FRB also adopted minimum leverage ratios of "Tier 1" capital to total assets. At December 31, 2005, Wilmington Trust and the Banks were all well-capitalized, with capital levels in excess of applicable risk-based and leverage thresholds.
FDIC Insurance and Bank Regulation
The FDIC insures deposits in the Banks up to applicable limits. None of the Banks is currently required to pay premiums for FDIC insurance coverage.
The FDIC and the other federal banking agencies may impose a variety of sanctions if Wilmington Trust or one of the Banks does not operate in accordance with applicable laws, regulations, policies, or directives. These include instituting cease-and-desist proceedings, assessing civil monetary penalties, and removing officers. In addition, the FDIC has the authority to terminate deposit insurance coverage, after notice and hearing, if it determines that an insured deposit-taking institution is engaged in an unsafe or unsound practice that has not been corrected, is in an unsafe or unsound condition to continue operation, or has violated any law, regulation, rule, or order of, or condition imposed by, the FDIC. Wilmington Trust is not aware of any past or current practice, condition, or violation that might lead to termination of the deposit insurance coverage of any of the Banks.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the "Improvement Act") requires annual on-site examinations of insured depository institutions, and authorizes the appropriate federal banking agency to take prompt corrective action to resolve an institution's problems. The nature and extent of the corrective action depends primarily on the institution's capital level. While the Banks are all well-capitalized, if any of them became undercapitalized, remedies available to the appropriate federal banking agency would include:
- Requiring recapitalization or a capital restoration plan;
- Restricting transactions with affiliates;
- Restricting interest rates, asset growth, activities, and investments in subsidiaries; and
- Ordering a new election of directors, dismissing directors or senior executive officers, and requiring the employment of qualified senior executive officers.
In any such event, Wilmington Trust could be required to guarantee compliance with the Bank's capital restoration plan and provide assurance of performance under the plan.
Dividend Limitations
The FRB's policy generally is that banks and bank holding companies should not pay dividends unless the institution's prospective earnings retention rate is consistent with its capital needs, asset quality, and overall financial condition. FRB policy also is that bank holding companies should be a source of managerial and financial strength to their subsidiary banks. Accordingly, the FRB believes that those subsidiary banks should not be compromised by a level of cash dividends that places undue pressure on their capital.
The FDIC can prohibit a bank from paying dividends if it believes the dividend payment would constitute an unsafe or unsound practice. Federal law also prohibits dividend payments that would result in a bank failing to meet its applicable capital requirements. Delaware law restricts WTC from declaring dividends that would impair its stated capital.
OTS regulations limit capital distributions by WTFSB. WTFSB must give notice to the OTS at least 30 days before a proposed capital distribution. If WTFSB has capital in excess of all of its regulatory capital requirements before and after a proposed capital distribution and is not otherwise restricted in making capital distributions, it may, after that prior notice but without the OTS's approval, make capital distributions during a calendar year equal to the greater of (1) 100% of its net income to date during the calendar year plus an amount that would reduce by one-half its "surplus capital ratio" (i.e., its excess capital over its capital requirements) at the beginning of the calendar year or (2) 75% of its
net income for the previous four quarters. Any additional capital distributions require prior OTS approval.
Bank Secrecy Act
Under the Bank Secrecy Act (the "BSA"), as most recently amended by the USA Patriot Act, United States financial institutions and foreign financial institutions operating in the United States are required to establish policies, procedures, and controls reasonably designed to detect and report money laundering and terrorist financing activities. Significant criminal and civil penalties can be imposed if a financial institution fails to comply with the BSA. In addition, if a financial institution is determined to have engaged in money laundering or violated the BSA, its charter, license, and/or deposit insurance can be revoked.
Other Laws and Regulations
The lending and deposit-taking activities of the Banks are subject to a variety of federal and state consumer protection laws, including:
- The Truth-in-Lending Act (which principally mandates certain disclosures in connection with loans made for personal, family, or household purposes and imposes substantive restrictions with respect to home equity lines of credit);
- The Truth-in-Savings Act (which principally mandates certain disclosures in connection with deposit-taking activities);
- The Equal Credit Opportunity Act (which prohibits discrimination in all aspects of credit-granting and requires notice of adverse action to persons denied credit);
- The Fair Credit Reporting Act (which requires a lender to disclose the name and address of a credit bureau that has provided a report that resulted in a denial of credit and imposes requirements in connection with pre-screened offers of credit and the sharing of information with affiliates and third parties);
- The Real Estate Settlement Procedures Act (which requires residential mortgage lenders to provide loan applicants with closing cost information and prohibits referral fees in connection with loans and other real estate settlement services);
- The Electronic Funds Transfer Act (which requires certain disclosures in connection with electronic funds transactions); and
- The Expedited Funds Availability Act (which requires that deposited funds be made available for withdrawal in accordance with a prescribed schedule that must be disclosed to customers).
Under the CRA and the Fair Housing Act, depository institutions are prohibited from certain discriminatory practices that limit or withhold services to individuals residing in economically depressed areas. In addition, the CRA imposes certain affirmative obligations to provide lending and other financial services to those individuals. CRA performance is considered by all of the federal banking agencies in reviewing applications to relocate an office, merge, acquire a financial institution, or establish new branch or deposit facilities.
Federal legislation has permanently pre-empted all state usury laws on residential first mortgage loans made by insured depository institutions in any state that did not override that preemption. Although some states overrode that preemption, Delaware, Florida, Maryland, and Pennsylvania did not. Accordingly, there is currently no limit on the interest rate the Banks can charge on such loans governed by the laws of those states. In addition, the usury limitations of the Banks' respective home states apply to all other loans the Banks offer nationwide. In today's interest rate environment, those usury laws do not materially affect the Banks' lending programs.
Delaware Law
The state of Delaware is generally regarded as a premier jurisdiction in the United States for corporate and trust matters. This reputation stems from the favorable legal and tax environment established by the Delaware legislature and the 200-year case law history of the state's Chancery Court system, which has jurisdiction over corporate and trust matters. While in recent years several states, including Nevada and Alaska, have implemented advantageous legal and tax provisions
similar to those available in Delaware, in general, trusts governed by Delaware law can be administered more flexibly, more economically, for longer periods of time, with a greater degree of protection from creditors, and with a greater degree of confidentiality than is available in many other states.
Many Fortune 500 companies are headquartered in Delaware, especially those in the pharmaceutical, life sciences, chemical, and financial services industries. The presence of these companies and the favorable environment historically have contributed to Wilmington Trust's and WTC's operating results.
Information about Wilmington Trust's reporting segments is contained in Note 21 of its Consolidated Financial Statements in its Annual Report to Shareholders for 2005, which is incorporated by reference herein.
Available Information
Wilmington Trust's website is www.wilmingtontrust.com. Wilmington Trust makes available free of charge on its website under "About Us" its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after those materials are electronically filed with or furnished to the Securities and Exchange Commission. Wilmington Trust's Corporate Governance Guidelines, Code of Conduct and Ethics, and the charters of its Audit, Compensation, and Nominating and Corporate Governance Committees also are posted on www.wilmingtontrust.com under "About Us." In addition, any amendments to or waivers from the Code of Conduct and Ethics that apply to any of its directors or executive officers also will be posted on that Website. Wilmington Trust will make available a copy of any of its Code of Conduct and Ethics, Corporate Governance Guidelines, or the charter(s) of its Audit, Compensation, or Nominating and Corporate Governance Committees in print to any shareholder who requests one.
ITEM 1A.
ITEM 1A. RISK FACTORS
THERE ARE CERTAIN PRINCIPAL INTEREST RATE AND CREDIT RISKS ASSOCIATED WITH CONSUMER AND COMMERCIAL LENDING.
A certain degree of credit risk is inherent in the Banks' various lending activities. The Banks offer fixed and adjustable interest rates on loans, with terms of up to 30 years. Although the majority of residential mortgage loans the Banks originate are fixed-rate, adjustable rate mortgage ("ARM") loans increase the responsiveness of the Banks' loan portfolios to changes in market interest rates. However, ARM loans generally carry lower initial interest rates than fixed-rate loans. Accordingly, they may be less profitable than fixed-rate loans during the initial interest rate period. In addition, since they are more responsive to changes in market interest rates than fixed-rate loans, ARM loans can increase the possibility of delinquencies in periods of high interest rates.
The Banks also originate loans secured by mortgages on commercial real estate and multi-family residential real estate. Since these loans usually are larger than one-to-four family residential mortgage loans, they generally involve greater risks than one-to-four family residential mortgage loans. In addition, since customers' ability to repay those loans often is dependent on operating and managing those properties successfully, adverse conditions in the real estate market or the economy generally can impact repayment more severely than loans secured by one-to-four family residential
properties. Moreover, the commercial real estate business is subject to downturns, overbuilding, and local economic conditions.
The Banks also make construction loans for residences and commercial buildings, as well as on unimproved property. While these loans also enable the Banks to increase the interest rate sensitivity of their loan portfolios and receive higher yields than those obtainable on permanent residential mortgage loans, the higher yields correspond to the higher risks perceived to be associated with construction lending. Those include risks associated generally with loans on the type of property securing the loan. Consistent with industry practice, the Banks sometimes fund the interest on a construction loan by including the interest as part of the total loan. Moreover, commercial construction lending often involves disbursing substantial funds with repayment dependent largely on the success of the ultimate project instead of the borrower's or guarantor's ability to repay. Again, adverse conditions in the real estate market or the economy generally can impact repayment more severely than loans secured by one-to-four family residential properties.
In the event of slow economic conditions or deterioration in commercial and real estate markets, we would expect increased nonperforming assets, credit losses, and provisions for loan losses.
A PORTION OF OUR INCOME IS SUBJECT TO MARKET VALUATION RISKS.
A significant portion of the fee income we earn in our wealth advisory, corporate retirement services, and asset management businesses is based upon market valuations of securities we hold for clients. Accordingly, downturns in these valuations can adversely effect that fee income.
WE FACE INCREASING COMPETITION FOR DEPOSITS, LOANS, AND ASSETS UNDER MANAGEMENT.
The Banks compete for deposits, loans, and assets under management. Many of the Banks' competitors are larger and have greater financial resources than the Banks. These disparities have been accelerated with increasing consolidation in the financial services industry. Savings banks, savings and loan associations, and commercial banks located in the Banks' principal market areas historically have provided the most direct competition for deposits. Dealers in government securities, deposit brokers, and credit card, direct, and internet-based financial institutions outside of the Banks' principal market areas also provide competition for deposits. Savings banks, savings and loan associations, commercial banks, mortgage banking companies, insurance companies, and other institutional lenders provide the principal competition for loans. This competition can increase the rates the Banks pay to attract deposits and reduce the interest rates they can charge on loans, and impact the Banks' ability to retain existing customers and attract new customers.
Banks, trust companies, investment advisers, mutual fund companies, and insurance companies provide the Banks' principal competition for trust and asset management business.
WE ARE SUBJECT TO REGULATORY RESTRICTIONS.
We and our subsidiaries are subject to a variety of regulatory restrictions in conducting business by federal and state authorities. These include restrictions imposed by the Bank Holding Company Act, the Federal Deposit Insurance Act, the Federal Reserve Act, the Home Owners' Loan Act, and a variety of federal and state consumer protection laws. See "Supervision and Regulation."
OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW INCLUDE CERTAIN ANTI-TAKEOVER PROVISIONS.
In addition to the regulations described under "Supervision and Regulation" above, certain provisions of our certificate of incorporation, bylaws, and Delaware's General Corporation Law could discourage potential acquisition proposals or delay or prevent a change in control of us. Those provisions include a classified Board of Directors, special provisions for notice to us for shareholders to nominate directors, and our ability to issue up to 1 million shares of preferred stock and 150 million shares of common stock. These authorized but unissued shares provide us desirable flexibility for possible acquisitions and other corporate purposes, but could also delay or hinder an unsolicited acquisition of us.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
Wilmington Trust owns and/or leases buildings that are used in the normal course of business by the Banks and its other subsidiaries. The main office of Wilmington Trust and WTC is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890. Wilmington Trust and most of its subsidiaries occupy 265,000 square feet of space at this location, known as the Wilmington Trust Center. It is owned by Rodney Square Investors, L.P., which is a subsidiary of WTC. WTC carries the mortgage for this facility, which had an outstanding balance of $34.8 million at December 31, 2005.
A separate, unencumbered, 300,000-square foot operations facility known as the Wilmington Trust Plaza is owned by a subsidiary of WTC. This facility is located at 301 West Eleventh Street, Wilmington, Delaware 19801.
As of December 31, 2005, the Banks had 46 branches in the following locations:
- Twenty-four are in New Castle County, seven are in Kent County, and 15 are in Sussex County, Delaware;
- One each is in Bucks, Chester, Delaware, and Philadelphia Counties, Pennsylvania;
- One is in Baltimore, Maryland; and
- One is in Palm Beach County, Florida.
Twenty-nine of these branches are in facilities owned by the Banks or their subsidiaries and the remainder are in leased facilities.
Through subsidiaries, Wilmington Trust also operates captive insurance management offices in leased facilities in Charleston, South Carolina and Burlington, Vermont and a sales office in a leased facility in Dublin, Ireland, and WTC operates trust offices in leased facilities in the Cayman Islands and the Channel Islands. WTFSB operates trust agency offices in leased facilities in Los Angeles, California, Palm Beach, Stuart, and Vero Beach, Florida, Atlanta, Georgia, Las Vegas, Nevada, and New York, New York, and a loan production office in Bel Air, Maryland.
Three of Wilmington Trust's reporting segments - Regional Banking, Wealth Advisory Services, and Corporate Client Services - operate principally at Wilmington Trust Center. These three segments
operate Wilmington Trust' branches, and its Wealth Advisory Services and Corporate Client Services reporting segments operate its trust agency offices. The Affiliate Advisors segment operates leased offices in White Plains and New York, New York, and in Santa Monica, California.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Wilmington Trust and its subsidiaries are involved in various legal proceedings in the ordinary course of business. While it is not feasible to predict the outcome of all pending suits and claims, management does not believe that the ultimate resolution of any of these matters will have a material adverse effect on Wilmington Trust's consolidated financial condition.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders by solicitation of proxies or otherwise during the fourth quarter of 2005.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Certain information required by this item is contained on page 93 of Wilmington Trust's Annual Report to Shareholders for 2005, which is incorporated by reference herein. See also "Item 1 - Business" above.
The table set forth below contains information as of December 31, 2005, about the number of securities to be issued upon exercise of outstanding options to purchase Wilmington Trust stock, the weighted average exercise price of those options, and the number of securities remaining available for issuance under Wilmington Trust's 1991 Long-Term Incentive Plan, 1996 Long-Term Incentive Plan, 1999 Long-Term Incentive Plan, 2001 Non-Employee Director Stock Option Plan, 2002 Long-Term Incentive Plan, 2004 Employee Stock Purchase Plan, and 2005 Long-Term Incentive Plan:
EQUITY COMPENSATION PLAN INFORMATION
ISSUER PURCHASES OF EQUITY SECURITIES
The following table shows our repurchases of Wilmington Trust Stock during the fourth quarter.
In April 2002, we announced a plan to repurchase up to 8 million shares of our stock.
The Federal Reserve Board's policy is that bank holding companies should not pay dividends unless the institution's prospective earnings retention rate is consistent with its capital needs,
asset quality, and overall financial condition. We believe our payment of dividends during 2005 was consistent with the Federal Reserve Board's policy.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the last five years: (in millions, except per share information)
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The information required by this item is contained on pages 6 to 36 and 40 to 42 of Wilmington Trust's Annual Report to Shareholders for 2005, which are incorporated by reference herein.
ITEM 7A.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The information required by this item is contained on pages 36 to 40 Wilmington Trust's Annual Report to Shareholders for 2005, which are incorporated by reference herein.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information required by this item is contained on the respective pages indicated of Wilmington Trust's Annual Report to Shareholders for 2005. Those pages are incorporated by reference herein.
Annual Report to Shareholders Page Number
Consolidated Statements of Condition as of December 31, 2005, and 2004 55
Consolidated Statements of Income for the years ended December 31, 2005, 2004, and 2003 56-57
Consolidated Statements of Changes in Stock- holders' Equity for the years ended December 31, 2005, 2004, and 2003 58-59
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003 60-61
Notes to Consolidated Financial Statements - December 31, 2005, 2004, and 2003 62-88
Reports of Independent Registered Public Accounting Firm 90-91
Unaudited Selected Quarterly Financial Data 54
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
The information required by this item is contained on page 89 of Wilmington Trust's Annual Report to Shareholders for 2005 under the caption "Management's report on internal control over financial reporting," which is incorporated by reference herein.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 401 of Regulation S-K is contained on pages 11 to 13 of Wilmington Trust's proxy statement for its Annual Shareholders' Meeting to be held on April 20, 2006 (the "Proxy Statement"), which are incorporated by reference herein.
Information required by Rule 405 of Regulation S-K is contained on page 24 of the Proxy Statement, which is incorporated by reference herein.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained on pages 15 to 23 of the Proxy Statement, which are incorporated by reference herein.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is contained on pages 14 and 15 of the Proxy Statement, which are incorporated by reference herein.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained on pages 24 and 25 of the Proxy Statement, which is incorporated by reference herein.
ITEM 14.
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.
PART IV
ITEM 15
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:
2. Financial Statement Schedules. No financial statement schedules are required to be filed as part of this report.
3. Financial Statement Exhibits. The exhibits listed below have been filed or are being filed as part of this report. Any exhibit will be made available to any shareholder upon receipt of a written request therefor, together with payment of $.20 per page for duplicating costs. Shareholders should contact Ellen J. Roberts, Vice President, Investor Relations, (302) 651-8069.
Exhibit Exhibit Number
3.1 Amended and Restated Certificate of Incorporation of the Corporation (Commission File Number 1-14659) (1)
3.2 Amended and Restated Bylaws of the Corporation (Commission File Number 1-14659) (2)
4 Amended and Restated Rights Agreement dated as of December 16, 2004 between Wilmington Trust Corporation and Wells Fargo Bank, N.A. (Commission File Number 1-14659)(3)
10.1 Amended and Restated Supplemental Executive Retirement Plan (Commission File Number 1-14659) (4)
10.2 Severance Agreement dated as of February 29, 1996 between Wilmington Trust Company and Ted T. Cecala (Commission File Number 1-14659) (5)
10.3 Severance Agreement dated as of February 29, 1996 between Wilmington Trust Company and William J. Farrell II (Commission File Number 1-14659) (6)
10.4 Severance Agreement dated as of February 29, 1996 between Wilmington Trust Company and David R. Gibson (Commission File Number 1-14659) (7)
10.5 Severance Agreement dated as of February 29, 1996 between Wilmington Trust Company and Robert V.A. Harra Jr. (Commission File Number 1-14659) (8)
10.6 Severance Agreement dated as of July 18, 1996 between Wilmington Trust Company and Rita C. Turner (Commission File Number 1-14659) (9)
10.7 Severance Agreement dated as of June 28, 1999 between Wilmington Trust Company and Rodney P. Wood (Commission File Number 1-14659) (10)
10.8 Amendment No. 1 to Severance Agreement dated as of December 19, 2000 between Wilmington Trust Company and Ted T. Cecala (Commission File Number 1-14659) (11)
10.9 Amendment No. 1 to Severance Agreement dated as of December 19, 2000 between Wilmington Trust Company and William J. Farrell II (Commission File Number 1-14659) (12)
10.10 Amendment No. 1 to Severance Agreement dated as of December 19, 2000 between Wilmington Trust Company and David R. Gibson (Commission File Number 1-14659) (13)
10.11 Amendment No. 1 to Severance Agreement dated as of December 19, 2000 between Wilmington Trust Company and Robert V.A. Harra Jr. (Commission File Number 1-14659) (14)
10.12 Amendment No. 1 to Severance Agreement dated as of December 19, 2000 between Wilmington Trust Company and Rita C. Turner (Commission File Number 1-14659) (15)
10.13 Amendment No. 1 to Severance Agreement dated as of December 19, 2000 between Wilmington Trust Company and Rodney P. Wood (Commission File Number 1-14659) (16)
10.14 2004 Employee Stock Purchase Plan (Commission File Number 1-14659) (17)
10.15 1991 Long-Term Incentive Stock Option Plan (Commission File Number 1-14659) (18)
10.16 1996 Long-Term Incentive Plan (Commission File Number 1-14659) (19)
10.17 1999 Long-Term Incentive Plan (Commission File Number 1-14659) (20)
10.18 Amended and Restated 2002 Long-Term Incentive Plan of Wilmington Trust Corporation (Commission File Number 1-14659) (21)
10.19 2001 Non-Employee Directors' Stock Option Plan (22)
10.20 Amended Executive Incentive Plan (Commission File Number 1-14659) (23)
10.21 2004 Executive Incentive Plan (Commission File Number 1-14659) (24)
10.22 2005 Long-Term Incentive Plan (Commission File Number 1-14659) (25)
10.23 Amended and Restated Limited Liability Company Agreement of Cramer Rosenthal McGlynn, LLC dated as of January 1, 2001 (Commission File Number 1-14659) (26)
10.24 Amendment to the Amended and Restated Limited Liability Company Agreement of Cramer Rosenthal McGlynn, LLC dated March 15, 2002 (Commission File Number 1-14659) (27)
10.25 Amendment to the Amended and Restated Limited Liability Company Agreement of Cramer Rosenthal McGlynn, LLC dated June 28, 2002 (Commission File Number 1-14659) (28)
10.26 Second Amended and Restated Limited Liability Company Agreement of Roxbury Capital Management, LLC dated as of August 1, 2003 (Commission File Number 1-14659) (29)
10.27 Limited Liability Company Interest Purchase Agreement dated as of April 2, 2004 among Grant, Tani, Barash & Altman, Inc., Warren Grant, Jane Tani, Corey Barash, Howard Altman and GTBA Holdings, Inc. (Commission File Number 1-14659) (30)
10.28 Purchase Agreement dated as of June 30, 2004, among Balentine Holdings, Inc., Robert M. Balentine, B. Clayton Rolader, Jeffrey P. Adams, Robert E. Reiser, Jr., Gary B. Martin, Wesley A. French, Michael E. Wolf, The 1999 Balentine Family Trust, The Robert M. Balentine Insurance Trust, Marcia M. Murray, S. Brittain Ellis Prigge, Dorsey B. Farr, Wilmington Trust Company as Trustee of the Griffin Trust, Southern Highlands Reserve, Inc., WT Investments, Inc., and Wilmington Trust Corporation (Commission File Number 1-14659) (31)
10.29 Amended and Restated Limited Liability Company Agreement of Grant Tani Barash & Altman, LLC dated as of October 1, 2004 among Grant, Tani, Barash & Altman, Inc., GTBA Holdings, Inc., Warren Grant, Jane Tani, Corey Barash, and Howard Altman (Commission File Number 1-14659) (32)
10.30 Form of Stock Option Agreement (Commission File Number 1-14659) (33)
10.31 Form of Restricted Stock Agreement (Commission File Number 1-14659) (34)
10.32 Form of Restricted Stock Unit Agreement (Commission File Number 1-14659) (35)
10.33 Subordinated Note of Wilmington Trust Corporation to Cede & Co. dated May 4, 1998 (Commission File Number 1-14659) (36)
10.34 Subordinated Note of Wilmington Trust Corporation to Cede & Co. dated April 4, 2003 (Commission File Number 1-14659) (37)
13 2005 Annual Report to Shareholders of Wilmington Trust Corporation 38
21 Subsidiaries of Wilmington Trust Corporation (38)
23 Consent of KPMG LLP (38)
31 Rule 13a-14(a)/15d-14(a) Certifications (38)
32 Section 1350 Certification (38)
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(1) Incorporated by reference to Exhibit 3(a) to the Report on Form S-8 of Wilmington Trust Corporation filed on October 31, 1991.
(2) Incorporated by reference to Exhibit 1 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on December 22, 2004.
(3) Incorporated by reference to Exhibit 1 to the Form 8-A/A of Wilmington Trust Corporation filed on December 16, 2004.
(4) Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 30, 2000.
(5) Incorporated by reference to Exhibit 10(i) to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 30, 1996.
(6) Incorporated by reference to Exhibit 10(l) to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 30, 1996.
(7) Incorporated by reference to Exhibit 10(m) to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 30, 1996.
(8) Incorporated by reference to Exhibit 10(n) to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 30, 1996.
(9) Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 27, 1997.
(10) Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 30, 2000.
(11) Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(12) Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(13) Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(14) Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(15) Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(16) Incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(17) Incorporated by reference to Exhibit 10.60 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on August 9, 2004.
(18) Incorporated by reference to Exhibit 4(i)(b) to the Report on Form S-8 of Wilmington Trust Corporation filed on October 31, 1991.
(19) Incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 27, 1997.
(20) Incorporated by reference to Exhibit A to the Proxy Statement of Wilmington Trust Corporation filed on March 31, 1999.
(21) Incorporated by reference to Exhibit 10.64 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(22) Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on April 2, 2001.
(23) Incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 15, 2004.
(24) Incorporated by reference to Exhibit 10.61 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on August 9, 2004.
(25) Incorporated by reference to Exhibit A to the Current Report on Form 8-K of Wilmington Trust Corporation filed on April 21, 2005.
(26) Incorporated by reference to Exhibit 10.44 to the Quarterly Report on Form 10-Q/A of Wilmington Trust Corporation filed on March 25, 2003.
(27) Incorporated by reference to Exhibit 10.45 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on August 14, 2002.
(28) Incorporated by reference to Exhibit 10.46 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on August 14, 2002.
(29) Incorporated by reference to Exhibit 10.53 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 15, 2004.
(30) Incorporated by reference to Exhibit 10.59 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on May 10, 2004.
(31) Incorporated by reference to Exhibit 10.62 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on August 9, 2004.
(32) Incorporated by reference to Exhibit 10.63 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(33) Incorporated by reference to Exhibit 10.65 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on December 19, 2005.
(34) Incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(35) Incorporated by reference to Exhibit 10.67 to the Quarterly Report on Form 10-Q of Wilmington Trust Corporation filed on November 9, 2004.
(36) Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 15, 2005.
(37) Incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K of Wilmington Trust Corporation filed on March 15, 2005.
(38) Filed herewith.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala ------------------------------------- Ted T. Cecala Director, Chairman of the Board, and Chief Executive Officer (Date) February 23, 2006
Pursuant to the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
/s/ Ted T. Cecala ------------------------------------------ Ted T. Cecala Director, Chairman of the Board, and Chief Executive Officer (Date) February 23, 2006
/s/ Robert V.A. Harra Jr. ------------------------------------------ Robert V.A. Harra Jr. Director, President, and Chief Operating Officer (Date) February 23, 2006
/s/ David R. Gibson ------------------------------------------ David R. Gibson Executive Vice President and Chief Financial Officer (Date) February 23, 2006
/s/ Gerald F. Sopp ------------------------------------------ Gerald F. Sopp Controller (Date) February 23, 2006
/s/ Carolyn S. Burger ------------------------------------------ Carolyn S. Burger Director (Date) February 23, 2006
/s/ Richard R. Collins ------------------------------------------ Richard R. Collins Director (Date) February 23, 2006
------------------------------------------ Charles S. Crompton Jr. Director (Date) February 23, 2006
/s/ R. Keith Elliott ------------------------------------------ R. Keith Elliott Director (Date) February 23, 2006
/s/ Gailen Krug ------------------------------------------ Gailen Krug Director (Date) February 23, 2006
/s/ Rex L. Mears ------------------------------------------ Rex L. Mears Director (Date) February 23, 2006
/s/ Hugh E. Miller ------------------------------------------ Hugh E. Miller Director (Date) February 23, 2006
/s/ Stacey J. Mobley ------------------------------------------ Stacey J. Mobley Director (Date) February 23, 2006
/s/ David P. Roselle ------------------------------------------ David P. Roselle Director (Date) February 23, 2006
/s/ H. Rodney Sharp III ------------------------------------------ H. Rodney Sharp III Director (Date) February 23, 2006
/s/ Thomas P. Sweeney ------------------------------------------ Thomas P. Sweeney Director (Date) February 23, 2006
/s/ Robert W. Tunnell Jr. ------------------------------------------ Robert W. Tunnell Jr. Director (Date) February 23, 2006
/s/ Susan D. Whiting ------------------------------------------ Susan D. Whiting Director (Date) February 23, 2006