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0000893220-07-000535.txt : 20070301
0000893220-07-000535.hdr.sgml : 20070301
20070301151413
ACCESSION NUMBER: 0000893220-07-000535
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 41
CONFORMED PERIOD OF REPORT: 20061231
FILED AS OF DATE: 20070301
DATE AS OF CHANGE: 20070301
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WILMINGTON TRUST CORP
CENTRAL INDEX KEY: 0000872821
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 510328154
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14659
FILM NUMBER: 07662863
BUSINESS ADDRESS:
STREET 1: RODNEY SQUARE NORTH
STREET 2: 1100 NORTH MARKET ST
CITY: WILMINGTON
STATE: DE
ZIP: 19890-0001
BUSINESS PHONE: 3026518378
MAIL ADDRESS:
STREET 1: 1100 NORTH MARKET STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19890-0001
10-K
1
w28749e10vk.htm
FORM 10-K
e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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þ |
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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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o |
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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; |
3
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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.
4
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
5
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. |
6
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.
7
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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 |
) |
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 |
) |
|
|
(1.6 |
) |
|
|
0.2 |
|
|
|
(1.4 |
) |
Other |
|
|
1.8 |
|
|
|
5.5 |
|
|
|
7.3 |
|
|
|
1.5 |
|
|
|
5.7 |
|
|
|
7.2 |
|
|
Total
investment securities |
|
|
1.0 |
|
|
|
9.1 |
|
|
|
10.1 |
|
|
|
(0.1 |
) |
|
|
5.8 |
|
|
|
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural * |
|
|
(1.5 |
) |
|
|
38.9 |
|
|
|
37.4 |
|
|
|
4.0 |
|
|
|
40.3 |
|
|
|
44.3 |
|
Real estate-construction |
|
|
36.7 |
|
|
|
24.4 |
|
|
|
61.1 |
|
|
|
12.2 |
|
|
|
19.5 |
|
|
|
31.7 |
|
Mortgage - commercial * |
|
|
0.8 |
|
|
|
17.5 |
|
|
|
18.3 |
|
|
|
3.0 |
|
|
|
17.4 |
|
|
|
20.4 |
|
|
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:
|
|
|
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 banks 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 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.
18
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
19
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:
20
|
|
|
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 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.
21
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:
|
|
|
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). |
22
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.
23
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
25
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:
|
|
|
The risk that we will incur expenses in pursuing potential acquisitions without
completing them; |
|
|
|
|
The risk that we may lose key clients of the acquired business as a result of the
change of ownership to us; |
|
|
|
|
The risk that we may lose key employees of the acquired business; |
|
|
|
|
The risk that the acquired business will not perform according to our expectations; |
|
|
|
|
The risk that difficulties will arise in connection with integrating the operations
of the acquired business with operations of our existing businesses; |
|
|
|
|
The risk that we will need to make significant investments in infrastructure,
controls, staff, emergency backup facilities, and other critical business functions; |
|
|
|
|
The risk that our managements attention will be diverted from other aspects of our
business; |
|
|
|
|
The risk that unanticipated costs relating to potential acquisitions could reduce
our earnings per share; |
|
|
|
|
The risk associated with entering into geographic or product markets in which we
have limited or no direct prior experience; and |
|
|
|
|
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
26
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
27
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; |
|
|
|
|
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.
28
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. |
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22 |
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Incorporated by reference to Exhibit 10.61 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on August 9, 2004. |
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23 |
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Incorporated by reference to Exhibit A to the Current Report on Form 8-K of
Wilmington Trust Corporation filed on April 21, 2005. |
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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. |
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25 |
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Incorporated by reference to Exhibit 10.45 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on August 14, 2002. |
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Incorporated by reference to Exhibit 10.46 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on August 14, 2002. |
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Incorporated by reference to Exhibit 10.53 to the Annual Report on Form 10-K of
Wilmington Trust Corporation filed on March 15, 2004. |
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Incorporated by reference to Exhibit 10.59 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on May 10, 2004. |
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Incorporated by reference to Exhibit 10.63 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on November 9, 2004. |
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Incorporated by reference to Exhibit 10.65 to the Current Report on Form 8-K of
Wilmington Trust Corporation filed on December 19, 2005. |
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Incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on November 9, 2004. |
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Incorporated by reference to Exhibit 10.67 to the Quarterly Report on Form 10-Q of
Wilmington Trust Corporation filed on November 9, 2004. |
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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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37
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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40
EX-10.7
2
w28749exv10w7.htm
SEVERANCE AGREEMENT
exv10w7
SEVERANCE AGREEMENT DATED AS OF FEBRUARY 22, 2006 BETWEEN
WILMINGTON TRUST COMPANY AND MICHAEL A. DIGREGORIO
EXHIBIT 10.7
SEVERANCE AGREEMENT
THIS AGREEMENT is made as of the 22nd day of February, 2006 between WILMINGTON
TRUST COMPANY, a Delaware-chartered bank and trust company (the Bank), and Michael A. DiGregorio
(Employee).
BACKGROUND
A. Bank currently employs Employee and considers Employee a key employee.
B. Bank desires to retain Employees services.
C. Bank has from time to time made payments and provided benefits to employees who have
terminated employment with Bank (the Prior Severance Arrangements).
D. Bank and Employee desire to set forth the amounts payable and benefits Bank will provide
Employee in the event of a termination of Employees employment with Bank under the circumstances
set forth herein after a Change in Control (as that term is defined in Subparagraph 4(e) below).
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants contained herein,
the parties hereto, intending to be legally bound hereby, agree as follows:
1. Continued Employment. In reliance upon Banks promises contained herein, Employee
agrees that, for a period of not less than six months commencing on the date first set forth above,
and subject to reasonable absences for illness, holiday, and vacation pursuant to Banks policies
and practices in effect on the date hereof, and from time to time hereafter, Employee shall
continue his or her employment with Bank and devote his or her best efforts to duties which may be
assigned to him or her by Bank from time to time.
2. Prior Severance Arrangements. Except as set forth herein, if Employees employment
with Bank is terminated under circumstances in which Bank is required to make payment to him or her
pursuant to Paragraph 5 below, Employee shall make no claim or demand arising or alleged to arise
from any severance plan, program, policy, or arrangement (including, without limitation, any Prior
Severance Arrangement) which Bank may have had in effect, currently sponsors, or adopts hereafter.
Notwithstanding the preceding sentence, if Employees employment with Bank is terminated under
circumstances in which Bank is required to make payment to him pursuant to Paragraph 5 below,
Employee or Employees spouse, heirs, estate or personal representative, as the case may be, shall
be entitled to receive any benefits payable under any employee benefit plan, program, policy or
arrangement which may then be in effect and which is not a severance plan, program, policy or
arrangement.
3. Effective Date. This Agreement shall be effective as of the date first written
above (the Effective Date) and continue and remain in full force and effect until the termination
of
1
Employees employment with Bank, unless terminated earlier by the parties in writing. The
completion of six months of employment with Bank by Employee in accordance with Paragraph 1 above
shall not be a condition precedent to the effectiveness hereof or to the payment of amounts or the
provision of benefits hereunder if Employees employment with Bank is terminated under the
circumstances described in Subparagraph 4(b) below.
4. Termination of Employment.
a. Requiring No Payments Under Paragraph 5. If Employees employment with Bank is
terminated under any of the following circumstances, no payments shall be or become due and owing
hereunder, and Bank shall have no other obligation under Paragraph 5 below:
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By either party for any reason before a
Change in Control, except as otherwise provided in Subparagraph
4(b)(3) below. |
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By either party for any reason at any
time more than two years after a Change in Control. |
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By Bank at any time, whether
contemporaneous with or subsequent to a Change in Control, due to
Cause (as that term is defined in Subparagraph 4(c) below) or upon
Employees death or Disability. For purposes hereof, the term
Disability means any physical or mental injury or disease of a
permanent nature which makes Employee incapable of meeting the
requirements of the employment performed immediately before the
commencement of that disability. |
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By Employee at any time, whether
contemporaneous with or subsequent to a Change in Control, upon his
or her retirement or resignation for reasons other than Good
Reason (as that term is defined in Subparagraph 4(d) below). |
b. Requiring Payments Under Paragraph 5. If Employees employment with Bank is
terminated under any of the following circumstances, Bank shall make the payments and provide the
benefits set forth in Paragraph 5 below:
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By Bank contemporaneously with or within
two years after a Change in Control for any reason other than (a)
for Cause or (b) upon Employees death or Disability; |
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By Employee, contemporaneously with or
within two years after a Change in Control, for Good Reason; or |
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Before a Change in Control occurs either
(1) by Bank other than for Cause or (2) by Employee for Good Reason,
and in either case it is reasonably demonstrated that that
termination of employment (x) was at the request of a Third Party
(as that term is defined in
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Subparagraph 4(e) below) that has taken
steps reasonably calculated to effect a Change in Control or (y)
otherwise arose in connection with or in anticipation of a Change in
Control. |
c. Definition of Cause. For purposes hereof, the term Cause shall mean Employees
personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law, rule, regulation (other
than traffic violations or similar offenses), or a final cease-and-desist order, or a material
violation of any provision hereof.
d. Definition of Good Reason. For purposes hereof, the term Good Reason shall,
absent Employees written consent to the contrary, mean:
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Any material violation by Bank of its
obligations hereunder; |
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The assignment to Employee of any duties
inconsistent with the status of his or her position with Bank on the
day immediately preceding a Change in Control, or an alteration in the
nature or status of Employees duties and responsibilities that
renders Employees position to be of less responsibility or scope than
that which existed on the day immediately preceding the Change in
Control; |
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A reduction by Bank in Employees annual base
salary in effect on the day immediately preceding a Change in Control,
as the same may be increased from time to time thereafter, except for
proportional, across-the-board salary reductions similarly affecting
all of Banks employees; |
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The relocation of the office at which
Employee works to a location more than 25 miles from its location on
the day immediately preceding the Change in Control, or Banks
requiring Employee to be based anywhere other than that office, except
for required travel on Banks business to an extent substantially
consistent with Employees present business travel obligations; or |
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Any material reduction by Bank or Wilmington
Trust Corporation (Parent) of the benefits enjoyed by Employee under
any of Banks or Parents pension, retirement, profit-sharing,
savings, life insurance, medical, health-and-accident,
disability, or other employee benefit plans, programs, or
arrangements in effect from time to time, the taking of any action
by Bank or Parent that would directly or indirectly materially
reduce any of those benefits or deprive Employee of any material
fringe benefits, or the failure by Bank to provide Employee with
the number of paid vacation days to which he or she is entitled on
the basis of years of service with Bank in accordance with Banks
normal vacation policy; provided, however,
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that this Subparagraph
4(d)(5) shall not apply to any proportional, across-the-board
reduction or action similarly affecting all employees of Bank or
Parent. |
e. Definition of Change In Control. For purposes hereof, a Change in Control
shall mean the occurrence, after the Effective Date, of any of the following events, directly or
indirectly or in one or more series of transactions:
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A consolidation or merger of Bank or Parent
with any third party (which includes a single person or entity or a
group of persons or entities acting in concert) not wholly-owned,
directly or indirectly, by Bank or Parent (a Third Party), unless
Bank or Parent is the entity surviving that merger or consolidation; |
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A transfer of all or substantially all of the
assets of Bank or Parent to a Third Party or a complete liquidation or
dissolution of Bank or Parent; |
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A Third Party, without the prior approval of
Banks or Parents Board of Directors, as the case may be, through one
or more subsidiaries: |
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Acquires beneficial ownership
of 15% or more of any class of Banks or Parents voting
stock; |
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Acquires irrevocable proxies
representing 15% or more of any class of Banks or Parents
voting stock; |
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Acquires any combination of
beneficial ownership of voting stock and irrevocable proxies
representing 15% or more of any class of Banks or Parents
voting stock; |
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Acquires the ability to
control in any manner the election of a majority of Banks or
Parents directors; or |
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Acquires the ability to
directly or indirectly exercise a controlling influence over
the management or policies of Bank or Parent; |
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Any election occurs of persons to Parents
Board of Directors that causes a majority of Parents Board of
Directors to consist of persons other than (a) persons who were
members of Parents Board of Directors on February 29, 1996 (the
Determination Date) and/or (b) persons who were nominated for
election as members of that Board of Directors by Parents Board of
Directors (or a committee thereof) at a time when the majority of that
Board of Directors (or that committee) consisted of persons who were
members of Parents
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Board of Directors on the Determination Date;
provided, however, that any person nominated for election by Parents
Board of Directors (or a committee thereof), a majority of whom are
persons described in clauses (a) and/or (b), or are persons who were
themselves nominated by that Board of Directors (or a committee
thereof), shall for this purpose be deemed to have been nominated by a
Board of Directors composed of persons described in clause (a) above;
or |
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A determination is made by any regulatory
agency supervising Bank or Parent that a change in control, as defined
in the banking, insurance or securities laws or regulations then
applicable to Bank or Parent, has occurred. |
Notwithstanding any provision herein to the contrary, a Change in Control shall not include
any of the events described above if they (x) are related to or occur in connection with the
appointment of a receiver or conservator for Bank or Parent, provision of assistance under Section
13(c) of the Federal Deposit Insurance Act (the FDI Act), the approval of a supervisory merger, a
determination that Bank is in default as defined in Section 3(x) of the FDI Act, insolvent, or in
an unsafe or unsound condition to transact business or the suspension, removal, and/or temporary or
permanent prohibition by a regulatory agency of Employee from participation in the conduct of
Banks or Parents business or (y) are the result of a Third Party inadvertently acquiring
beneficial ownership of or irrevocable proxies for or a combination of both for 15% or more of any
class of Banks or Parents voting stock, and that Third Party as promptly as practicable
thereafter divests itself of the beneficial ownership of or irrevocable proxies for a sufficient
number of shares so that that Third Party no longer has beneficial ownership or irrevocable proxies
or a combination of both for 15% or more of any class of Banks or Parents voting stock.
5. Obligations of Bank Upon Termination of Employment. Upon termination of Employees
employment with Bank under the circumstances set forth in Subparagraph 4(b) above, notwithstanding
that termination, Employee shall be entitled to receive the following payments and provided the
following benefits:
a. Compensation.
(1) Bank shall pay Employee within ten days after the termination of his or her employment a
lump sum payment equal to the aggregate of 100% of the future Monthly Compensation Employee would
have received if he or she had continued in Banks employ until 36 months after the termination of
his or her employment, discounted to present value at a discount rate equal to the per annum rate
offered on that termination date (or the next preceding date on which that rate is published) on
U.S. Treasury bills with maturities of one and one-half years.
(2) For purposes hereof, the term Monthly Compensation means:
(a) The gross salary and wages paid or payable to Employee by Bank for the month preceding the
termination of his or her employment and which is reportable on Form W-2 or any substitute therefor
(unless a reduction in Employees base salary preceded
5
Employees resignation or retirement for
Good Reason, in which case in determining Monthly Compensation Bank shall use Employees highest
base salary in effect during the twelve-month period before the termination of his or her
employment);
(b) Plus one-twelfth of amounts paid or payable by Bank to Employee in respect of all
bonuses and incentive payments for Banks most recently completed fiscal year (including, without
limitation, Banks executive incentive plan);
(c) Reduced by (i) any amounts imputed under the Internal Revenue Code of 1986, as
amended (the Code), and regulations issued pursuant thereto and (ii) amounts attributable to
moving and travel expenses and tuition payments.
For purposes hereof, income Employee realizes from the exercise of stock options and vacation
time that has accrued but not been taken shall not be considered in determining Monthly
Compensation.
b. Benefits. For three years after the termination of Employees employment, at
Banks expense, Employee shall participate in and be covered by all health, medical, life, and
disability plans, programs, policies, and arrangements of Bank applicable to employees, whether
funded or unfunded; provided, however, that, if any administrator or insurance carrier contests
Employees participation in or coverage under that plan, program, policy, or arrangement, then in
respect of insurance arrangements, Bank shall, at its own cost or expense, cause equivalent
insurance coverage to be provided and, in respect of arrangements other than insurance, make cash
payments to Employee in an amount equal to the amount which would have been contributed by Bank
with respect to Employee at the times those amounts would have been contributed; and provided
further that, to the extent Bank has an obligation to provide continuation coverage under Section
4980(B)(f) of the Code, the period for which benefits are provided under this Subparagraph 5(b)
constitutes a portion of that continuation coverage. Notwithstanding the foregoing, any payments
made to Employee pursuant hereto, or otherwise, are subject to and conditioned upon their
compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.
c. Other Entitlements. Any amounts payable under this Paragraph 5 shall be in
addition to any payments or benefits to which Employee or his or her spouse, beneficiaries, or
estate may be entitled as of the date of termination pursuant to any pension plan, profit-sharing
plan, employee benefit plan, or insurance policy maintained by Bank (except as otherwise provided
in Paragraph 2 of this Agreement) and any base salary, bonus, or other cash entitlement earned but
unpaid as of the date of termination.
d. Limitations.
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Notwithstanding the foregoing or any other
provision hereof to the contrary, if Banks tax counsel determines
that any portion of any payment hereunder would constitute an excess
parachute payment, then the payments to be made to Employee hereunder
shall be reduced so that the value of the aggregate payments that
Employee is entitled to receive hereunder and under any other
agreement, plan, or
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program of Bank or Parent shall be one dollar less
than the maximum amount of payments which Employee may receive
without becoming subject to the tax imposed by Section 4999 of the
Code. |
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The parties intend that this Agreement shall
govern the rights and obligations of the parties with respect to
severance payments payable upon a termination of Employees employment
under circumstances described in Subparagraph 4(b) above. If the
Internal Revenue Service assesses an excise tax against Employee
pursuant to Sections 280G and 4999 of the Code, Bank shall be under no
obligation to Employee with respect to the amount of (a) that excise
tax or (b) any additional federal income tax due from and payable by
Employee as the result of his or her receipt of any payment hereunder. |
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Notwithstanding any provision hereof to the
contrary, Banks obligations hereunder shall be limited to the extent
required to comply with federal and state law. |
6. No Duty to Mitigate. Employee shall not be required to mitigate the amount of any
payment required hereunder by seeking other employment or otherwise, nor shall the amount paid
hereunder be reduced or offset by any compensation earned or received by Employee as a result of
employment with another employer, self-employment, or any amount received from any of Banks other
plans, programs, policies, or arrangements; provided that benefits provided under Subparagraph 5(b)
above shall be reduced to the extent that comparable benefits are actually received by Employee
from or through another employer.
7. Miscellaneous.
a. General Creditor. All payments required hereunder shall be made from Banks
general assets, and Employee shall have no rights greater than the rights of a general creditor of
Bank.
b. Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if delivered personally
or sent by certified mail, return receipt requested, first-class postage prepaid, or by a
nationally recognized overnight mail carrier, to the parties hereto at the following addresses:
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(1 |
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If to Bank, at: |
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Wilmington Trust Company |
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Rodney Square North |
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1100 North Market Street |
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Wilmington, DE 19890 |
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Attention: Chairman of the Board |
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(2 |
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If to Employee, at the address set forth at the end hereof, |
or to such other address as either party hereto has last designated by notice to the other. All
such notices and communications shall be deemed to have been received on the earlier of the date of
receipt, the first business day after mailing by a nationally-recognized overnight mail carrier, or
the third business day after the date of other mailing.
c. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Nothing contained
herein, express or implied, is intended or shall be construed to give any person, other than the
parties hereto and their respective successors and assigns, any legal or equitable right, remedy,
or claim under or in respect of any agreement or provision herein.
d. Costs of Enforcement. If Employee retains legal counsel to enforce any or all of
his or her rights to severance benefits under Paragraph 5 above and he or she substantially
prevails in enforcing those rights, Employee shall be entitled to recover from Bank Employees
reasonable attorneys fees, costs and expenses in connection with the enforcement of his or her
rights.
e. Waiver. Either party may, by written notice to the other: (1) extend the time for
performance of any obligation or other action of the other hereunder; (2) waive compliance with any
condition or covenant of the other herein; or (3) waive or modify performance of any obligation of
the other hereunder. Except as provided in the preceding sentence, no action taken pursuant hereto,
including, without limitation, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by that party of compliance
with any representation, warranty, covenant, or agreement contained herein. The waiver by any
party of a violation of any provision hereof shall not operate or be construed as a waiver of any
preceding or succeeding violation, and no failure by either party to exercise any right or
privilege hereunder shall be deemed a waiver of that partys rights or privileges hereunder or that
partys rights to exercise that right or privilege at any subsequent time hereunder.
f. Amendment. This Agreement may be terminated, amended, modified, or supplemented
only by a written instrument executed by Employee and Bank.
g. Assignability. Neither this Agreement nor any right, remedy, obligation, or
liability hereunder or arising by reason hereof shall be assignable by either Bank or Employee
without the prior written consent of the other.
h. Governing Law. This Agreement shall be governed by and construed in accordance
with Delaware law, regardless of what law might be applied under principles of conflicts of laws,
except as that law is superseded by the laws of the United States.
i. Section and Other Headings. The section and other headings herein are for
reference purposes only, and shall not affect the meaning or interpretation hereof.
8
j. Withholding of Taxes. Bank may withhold from amounts required to be paid to
Employee hereunder any applicable federal, state, local, and other taxes with respect thereto;
provided, however, that Bank shall promptly pay over the amounts so withheld to the appropriate
taxing authorities and provide Employee with appropriate statements on forms prescribed for those
purposes on the amounts so withheld.
k. Severability. If, for any reason, any provision hereof is held invalid, that
invalidity shall not affect any other provision hereof not so held invalid, and each such other
provision hereof shall, to the full extent consistent with law, continue in full force and effect.
If any provision hereof is held invalid in part, that invalidity shall in no way affect the rest of
that provision not held invalid, and the rest of that provision, together with all other provisions
hereof, shall, to the full extent consistent with law, continue in full force and effect.
l. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall be deemed to be one and
the same instrument.
IN WITNESS WHEREOF, Bank has executed this Agreement and caused its seal to be affixed hereto
by its officers thereunto duly authorized, and Employee has signed this Agreement, all as of the
date first written above.
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WILMINGTON TRUST COMPANY |
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By:
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/s/ Ted T. Cecala |
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Authorized Officer |
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EMPLOYEE: |
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/s/ Michael A. DiGregorio
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Name
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Michael A. DiGregorio |
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Address
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400 Collins Avenue |
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Springfield, PA 19064 |
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9
EX-10.8
3
w28749exv10w8.htm
SEVERANCE AGREEMENT DATED FEBRUARY 13, 2007
exv10w8
SEVERANCE AGREEMENT DATED AS OF FEBRUARY 13, 2007 BETWEEN
WILMINGTON TRUST COMPANY AND KEVYN N. RAKOWSKI
EXHIBIT 10.8
SEVERANCE AGREEMENT
THIS AGREEMENT is made as of the 13th day of February, 2007 between WILMINGTON
TRUST COMPANY, a Delaware-chartered bank and trust company (the Bank), and Kevyn N. Rakowski
(Employee).
BACKGROUND
A. Bank currently employs Employee and considers Employee a key employee.
B. Bank desires to retain Employees services.
C. Bank has from time to time made payments and provided benefits to employees who have
terminated employment with Bank (the Prior Severance Arrangements).
D. Bank and Employee desire to set forth the amounts payable and benefits Bank will provide
Employee in the event of a termination of Employees employment with Bank under the circumstances
set forth herein after a Change in Control (as that term is defined in Subparagraph 4(e) below).
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants contained herein,
the parties hereto, intending to be legally bound hereby, agree as follows:
1. Continued Employment. In reliance upon Banks promises contained herein, Employee
agrees that, for a period of not less than six months commencing on the date first set forth above,
and subject to reasonable absences for illness, holiday, and vacation pursuant to Banks policies
and practices in effect on the date hereof, and from time to time hereafter, Employee shall
continue his or her employment with Bank and devote his or her best efforts to duties which may be
assigned to him or her by Bank from time to time.
2. Prior Severance Arrangements. Except as set forth herein, if Employees employment
with Bank is terminated under circumstances in which Bank is required to make payment to him or her
pursuant to Paragraph 5 below, Employee shall make no claim or demand arising or alleged to arise
from any severance plan, program, policy, or arrangement (including, without limitation, any Prior
Severance Arrangement) which Bank may have had in effect, currently sponsors, or adopts hereafter.
Notwithstanding the preceding sentence, if Employees employment with Bank is terminated under
circumstances in which Bank is required to make payment to him pursuant to Paragraph 5 below,
Employee or Employees spouse, heirs, estate or personal representative, as the case may be, shall
be entitled to receive any benefits payable under any employee benefit plan, program, policy or
arrangement which may then be in effect and which is not a severance plan, program, policy or
arrangement.
3. Effective Date. This Agreement shall be effective as of the date first written
above (the Effective Date) and continue and remain in full force and effect until the termination
of
1
Employees employment with Bank, unless terminated earlier by the parties in writing. The
completion of six months of employment with Bank by Employee in accordance with Paragraph 1 above
shall not be a condition precedent to the effectiveness hereof or to the payment of amounts or the
provision of benefits hereunder if Employees employment with Bank is terminated under the
circumstances described in Subparagraph 4(b) below.
4. Termination of Employment.
a. Requiring No Payments Under Paragraph 5. If Employees employment with Bank is
terminated under any of the following circumstances, no payments shall be or become due and owing
hereunder, and Bank shall have no other obligation under Paragraph 5 below:
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By either party for any reason before a
Change in Control, except as otherwise provided in Subparagraph
4(b)(3) below. |
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(2) |
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By either party for any reason at any
time more than two years after a Change in Control. |
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(3) |
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By Bank at any time, whether
contemporaneous with or subsequent to a Change in Control, due to
Cause (as that term is defined in Subparagraph 4(c) below) or upon
Employees death or Disability. For purposes hereof, the term
Disability means any physical or mental injury or disease of a
permanent nature which makes Employee incapable of meeting the
requirements of the employment performed immediately before the
commencement of that disability. |
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(4) |
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By Employee at any time, whether
contemporaneous with or subsequent to a Change in Control, upon his
or her retirement or resignation for reasons other than Good
Reason (as that term is defined in Subparagraph 4(d) below). |
b. Requiring Payments Under Paragraph 5. If Employees employment with Bank is
terminated under any of the following circumstances, Bank shall make the payments and provide the
benefits set forth in Paragraph 5 below:
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By Bank contemporaneously with or within
two years after a Change in Control for any reason other than (a)
for Cause or (b) upon Employees death or Disability; |
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(2) |
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By Employee, contemporaneously with or
within two years after a Change in Control, for Good Reason; or |
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(3) |
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Before a Change in Control occurs either
(1) by Bank other than for Cause or (2) by Employee for Good Reason,
and in either case it is reasonably demonstrated that that
termination of employment (x) was at the request of a Third Party
(as that term is defined in
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Subparagraph 4(e) below) that has taken
steps reasonably calculated to effect a Change in Control or (y)
otherwise arose in connection with or in anticipation of a Change in
Control. |
c. Definition of Cause. For purposes hereof, the term Cause shall mean Employees
personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law, rule, regulation (other
than traffic violations or similar offenses), or a final cease-and-desist order, or a material
violation of any provision hereof.
d. Definition of Good Reason. For purposes hereof, the term Good Reason shall,
absent Employees written consent to the contrary, mean:
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Any material violation by Bank of its
obligations hereunder; |
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(2) |
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The assignment to Employee of any duties
inconsistent with the status of his or her position with Bank on the
day immediately preceding a Change in Control, or an alteration in the
nature or status of Employees duties and responsibilities that
renders Employees position to be of less responsibility or scope than
that which existed on the day immediately preceding the Change in
Control; |
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(3) |
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A reduction by Bank in Employees annual base
salary in effect on the day immediately preceding a Change in Control,
as the same may be increased from time to time thereafter, except for
proportional, across-the-board salary reductions similarly affecting
all of Banks employees; |
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(4) |
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The relocation of the office at which
Employee works to a location more than 25 miles from its location on
the day immediately preceding the Change in Control, or Banks
requiring Employee to be based anywhere other than that office, except
for required travel on Banks business to an extent substantially
consistent with Employees present business travel obligations; or |
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(5) |
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Any material reduction by Bank or Wilmington
Trust Corporation (Parent) of the benefits enjoyed by Employee under
any of Banks or Parents pension, retirement, profit-sharing,
savings, life insurance, medical, health-and-accident,disability, or other employee benefit plans, programs, or
arrangements in effect from time to time, the taking of any action
by Bank or Parent that would directly or indirectly materially
reduce any of those benefits or deprive Employee of any material
fringe benefits, or the failure by Bank to provide Employee with
the number of paid vacation days to which he or she is entitled on
the basis of years of service with Bank in accordance with Banks
normal vacation policy; provided, however, |
3
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that this Subparagraph
4(d)(5) shall not apply to any proportional, across-the-board
reduction or action similarly affecting all employees of Bank or
Parent. |
e. Definition of Change In Control. For purposes hereof, a Change in Control
shall mean the occurrence, after the Effective Date, of any of the following events, directly or
indirectly or in one or more series of transactions:
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(1) |
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A consolidation or merger of Bank or Parent
with any third party (which includes a single person or entity or a
group of persons or entities acting in concert) not wholly-owned,
directly or indirectly, by Bank or Parent (a Third Party), unless
Bank or Parent is the entity surviving that merger or consolidation; |
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(2) |
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A transfer of all or substantially all of the
assets of Bank or Parent to a Third Party or a complete liquidation or
dissolution of Bank or Parent; |
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(3) |
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A Third Party, without the prior approval of
Banks or Parents Board of Directors, as the case may be, through one
or more subsidiaries: |
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Acquires beneficial ownership
of 15% or more of any class of Banks or Parents voting
stock; |
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(b) |
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Acquires irrevocable proxies
representing 15% or more of any class of Banks or Parents
voting stock; |
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(c) |
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Acquires any combination of
beneficial ownership of voting stock and irrevocable proxies
representing 15% or more of any class of Banks or Parents
voting stock; |
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(d) |
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Acquires the ability to
control in any manner the election of a majority of Banks or
Parents directors; or |
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(e) |
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Acquires the ability to
directly or indirectly exercise a controlling influence over
the management or policies of Bank or Parent; |
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(4) |
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Any election occurs of persons to Parents
Board of Directors that causes a majority of Parents Board of
Directors to consist of persons other than (a) persons who were
members of Parents Board of Directors on February 29, 1996 (the
Determination Date) and/or (b) persons who were nominated for
election as members of that Board of Directors by Parents Board of
Directors (or a committee thereof) at a time when the majority of that
Board of Directors (or that committee) consisted of persons who were
members of Parents
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Board of Directors on the Determination Date;
provided, however, that any person nominated for election by Parents
Board of Directors (or a committee thereof), a majority of whom are
persons described in clauses (a) and/or (b), or are persons who were
themselves nominated by that Board of Directors (or a committee
thereof), shall for this purpose be deemed to have been nominated by a
Board of Directors composed of persons described in clause (a) above;
or |
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(5) |
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A determination is made by any regulatory
agency supervising Bank or Parent that a change in control, as defined
in the banking, insurance or securities laws or regulations then
applicable to Bank or Parent, has occurred. |
Notwithstanding any provision herein to the contrary, a Change in Control shall not include
any of the events described above if they (x) are related to or occur in connection with the
appointment of a receiver or conservator for Bank or Parent, provision of assistance under Section
13(c) of the Federal Deposit Insurance Act (the FDI Act), the approval of a supervisory merger, a
determination that Bank is in default as defined in Section 3(x) of the FDI Act, insolvent, or in
an unsafe or unsound condition to transact business or the suspension, removal, and/or temporary or
permanent prohibition by a regulatory agency of Employee from participation in the conduct of
Banks or Parents business or (y) are the result of a Third Party inadvertently acquiring
beneficial ownership of or irrevocable proxies for or a combination of both for 15% or more of any
class of Banks or Parents voting stock, and that Third Party as promptly as practicable
thereafter divests itself of the beneficial ownership of or irrevocable proxies for a sufficient
number of shares so that that Third Party no longer has beneficial ownership or irrevocable proxies
or a combination of both for 15% or more of any class of Banks or Parents voting stock.
5. Obligations of Bank Upon Termination of Employment. Upon termination of
Employees employment with Bank under the circumstances set forth in Subparagraph 4(b) above,
notwithstanding that termination, Employee shall be entitled to receive the following payments and
provided the following benefits:
a. Compensation.
(1) Bank shall pay Employee within ten days after the termination of his or her employment a
lump sum payment equal to the aggregate of 100% of the future Monthly Compensation Employee would
have received if he or she had continued in Banks employ until 36 months after the termination of
his or her employment, discounted to present value at a discount rate equal to the per annum rate
offered on that termination date (or the next preceding date on which that rate is published) on
U.S. Treasury bills with maturities of one and one-half years.
(2) For purposes hereof, the term Monthly Compensation means:
(a) The gross salary and wages paid or payable to Employee by Bank for the month preceding the
termination of his or her employment and which is reportable on Form W-2 or any substitute therefor
(unless a reduction in Employees base salary preceded
5
Employees resignation or retirement for
Good Reason, in which case in determining Monthly Compensation Bank shall use Employees highest
base salary in effect during the twelve-month period before the termination of his or her
employment);
(b) Plus one-twelfth of amounts paid or payable by Bank to Employee in respect of all
bonuses and incentive payments for Banks most recently completed fiscal year (including, without
limitation, Banks executive incentive plan);
(c) Reduced by (i) any amounts imputed under the Internal Revenue Code of 1986, as
amended (the Code), and regulations issued pursuant thereto and (ii) amounts attributable to
moving and travel expenses and tuition payments.
For purposes hereof, income Employee realizes from the exercise of stock options and vacation
time that has accrued but not been taken shall not be considered in determining Monthly
Compensation.
b. Benefits. For three years after the termination of Employees employment, at
Banks expense, Employee shall participate in and be covered by all health, medical, life, and
disability plans, programs, policies, and arrangements of Bank applicable to employees, whether
funded or unfunded; provided, however, that, if any administrator or insurance carrier contests
Employees participation in or coverage under that plan, program, policy, or arrangement, then in
respect of insurance arrangements, Bank shall, at its own cost or expense, cause equivalent
insurance coverage to be provided and, in respect of arrangements other than insurance, make cash
payments to Employee in an amount equal to the amount which would have been contributed by Bank
with respect to Employee at the times those amounts would have been contributed; and provided
further that, to the extent Bank has an obligation to provide continuation coverage under Section
4980(B)(f) of the Code, the period for which benefits are provided under this Subparagraph 5(b)
constitutes a portion of that continuation coverage. Notwithstanding the foregoing, any payments
made to Employee pursuant hereto, or otherwise, are subject to and conditioned upon their
compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.
c. Other Entitlements. Any amounts payable under this Paragraph 5 shall be in
addition to any payments or benefits to which Employee or his or her spouse, beneficiaries, or
estate may be entitled as of the date of termination pursuant to any pension plan, profit-sharing
plan, employee benefit plan, or insurance policy maintained by Bank (except as otherwise provided
in Paragraph 2 of this Agreement) and any base salary, bonus, or other cash entitlement earned but
unpaid as of the date of termination.
d. Limitations.
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(1) |
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Notwithstanding the foregoing or any other
provision hereof to the contrary, if Banks tax counsel determines
that any portion of any payment hereunder would constitute an excess
parachute payment, then the payments to be made to Employee hereunder
shall be reduced so that the value of the aggregate payments that
Employee is entitled to receive hereunder and under any other
agreement, plan, or
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program of Bank or Parent shall be one dollar less
than the maximum amount of payments which Employee may receive
without becoming subject to the tax imposed by Section 4999 of the
Code. |
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(2) |
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The parties intend that this Agreement shall
govern the rights and obligations of the parties with respect to
severance payments payable upon a termination of Employees employment
under circumstances described in Subparagraph 4(b) above. If the
Internal Revenue Service assesses an excise tax against Employee
pursuant to Sections 280G and 4999 of the Code, Bank shall be under no
obligation to Employee with respect to the amount of (a) that excise
tax or (b) any additional federal income tax due from and payable by
Employee as the result of his or her receipt of any payment hereunder. |
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(3) |
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Notwithstanding any provision hereof to the
contrary, Banks obligations hereunder shall be limited to the extent
required to comply with federal and state law. |
6. No Duty to Mitigate. Employee shall not be required to mitigate the amount of any
payment required hereunder by seeking other employment or otherwise, nor shall the amount paid
hereunder be reduced or offset by any compensation earned or received by Employee as a result of
employment with another employer, self-employment, or any amount received from any of Banks other
plans, programs, policies, or arrangements; provided that benefits provided under Subparagraph 5(b)
above shall be reduced to the extent that comparable benefits are actually received by Employee
from or through another employer.
7. Miscellaneous.
a. General Creditor. All payments required hereunder shall be made from Banks
general assets, and Employee shall have no rights greater than the rights of a general creditor of
Bank.
b. Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if delivered personally
or sent by certified mail, return receipt requested, first-class postage prepaid, or by a
nationally recognized overnight mail carrier, to the parties hereto at the following addresses:
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(1 |
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If to Bank, at: |
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Wilmington Trust Company |
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Rodney Square North |
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1100 North Market Street |
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Wilmington, DE 19890 |
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Attention: Chairman of the Board |
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7
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(2 |
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If to Employee, at the address set forth at the end hereof, |
or to such other address as either party hereto has last designated by notice to the other. All
such notices and communications shall be deemed to have been received on the earlier of the date of
receipt, the first business day after mailing by a nationally-recognized overnight mail carrier, or
the third business day after the date of other mailing.
c. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Nothing contained
herein, express or implied, is intended or shall be construed to give any person, other than the
parties hereto and their respective successors and assigns, any legal or equitable right, remedy,
or claim under or in respect of any agreement or provision herein.
d. Costs of Enforcement. If Employee retains legal counsel to enforce any or all of
his or her rights to severance benefits under Paragraph 5 above and he or she substantially
prevails in enforcing those rights, Employee shall be entitled to recover from Bank Employees
reasonable attorneys fees, costs and expenses in connection with the enforcement of his or her
rights.
e. Waiver. Either party may, by written notice to the other: (1) extend the time for
performance of any obligation or other action of the other hereunder; (2) waive compliance with any
condition or covenant of the other herein; or (3) waive or modify performance of any obligation of
the other hereunder. Except as provided in the preceding sentence, no action taken pursuant hereto,
including, without limitation, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by that party of compliance
with any representation, warranty, covenant, or agreement contained herein. The waiver by any
party of a violation of any provision hereof shall not operate or be construed as a waiver of any
preceding or succeeding violation, and no failure by either party to exercise any right or
privilege hereunder shall be deemed a waiver of that partys rights or privileges hereunder or that
partys rights to exercise that right or privilege at any subsequent time hereunder.
f. Amendment. This Agreement may be terminated, amended, modified, or supplemented
only by a written instrument executed by Employee and Bank.
g. Assignability. Neither this Agreement nor any right, remedy, obligation, or
liability hereunder or arising by reason hereof shall be assignable by either Bank or Employee
without the prior written consent of the other.
h. Governing Law. This Agreement shall be governed by and construed in accordance
with Delaware law, regardless of what law might be applied under principles of conflicts of laws,
except as that law is superseded by the laws of the United States.
i. Section and Other Headings. The section and other headings herein are for
reference purposes only, and shall not affect the meaning or interpretation hereof.
8
j. Withholding of Taxes. Bank may withhold from amounts required to be paid to
Employee hereunder any applicable federal, state, local, and other taxes with respect thereto;
provided, however, that Bank shall promptly pay over the amounts so withheld to the appropriate
taxing authorities and provide Employee with appropriate statements on forms prescribed for those
purposes on the amounts so withheld.
k. Severability. If, for any reason, any provision hereof is held invalid, that
invalidity shall not affect any other provision hereof not so held invalid, and each such other
provision hereof shall, to the full extent consistent with law, continue in full force and effect.
If any provision hereof is held invalid in part, that invalidity shall in no way affect the rest of
that provision not held invalid, and the rest of that provision, together with all other provisions
hereof, shall, to the full extent consistent with law, continue in full force and effect.
l. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall be deemed to be one and
the same instrument.
IN WITNESS WHEREOF, Bank has executed this Agreement and caused its seal to be affixed hereto
by its officers thereunto duly authorized, and Employee has signed this Agreement, all as of the
date first written above.
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WILMINGTON TRUST COMPANY |
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By:
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Title: Senior Vice President |
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EMPLOYEE: |
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/s/ Kevyn N. Rakowski |
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Name
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Kevyn N. Rakowski |
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Address |
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9
EX-13
4
w28749exv13.htm
2006 ANNUAL REPORT TO SHAREHOLDERS
exv13
2006 ANNUAL REPORT TO SHAREHOLDERS
EXHIBIT 13
Wilmington Trust is a
relationship management company that
helps clients in 92 countries
increase and preserve their wealth.
We offer diversified financial
services through our Regional
Banking, Corporate Client Services,
and Wealth Advisory Services
businesses.
We are the leading full-service
bank in Delaware.
We are a highly regarded corporate trustee.
We are one of the largest personal
trust providers in the United
States.
Since 1903 we have been in the
business of building long-term
relationships with clients, investing
in long-term growth for our company,
and creating long-term value for our
shareholders.
2006 AT A GLANCE
The favorable market interest rate environment and the
investments we have been making in people, new markets, and new
products were the main factors in our 2006 results. Each of our
businesses produced record-high revenue and we surpassed balance
sheet benchmarks in total assets, loans, and stockholdersequity.
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Increase/ |
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For the year ended December 31 |
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2006 |
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2005 |
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(decrease) |
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OPERATING RESULTS (in millions) |
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Net interest income |
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$ |
363.1 |
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$ |
328.9 |
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10.4 |
% |
Provision for loan losses |
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(21.3 |
) |
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(11.8 |
) |
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80.5 |
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Noninterest income |
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346.1 |
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313.3 |
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10.5 |
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Noninterest expense |
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471.6 |
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370.1 |
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27.4 |
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Net income |
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143.8 |
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167.0 |
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(13.9 |
) |
Net income excluding impairment write-down1 |
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$ |
185.5 |
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$ |
167.0 |
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11.1 |
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PER-SHARE DATA |
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Net income per share (diluted) |
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$ |
2.06 |
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$ |
2.43 |
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(15.2 |
)% |
Net income per share (diluted) excluding
impairment write-down1 |
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2.66 |
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2.43 |
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9.5 |
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Dividends paid per share |
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1.245 |
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1.185 |
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5.1 |
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Weighted average shares outstanding
(in thousands, diluted) |
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69,707 |
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68,570 |
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AVERAGE BALANCES (in millions) |
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Investment securities portfolio |
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$ |
1,893.1 |
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$ |
1,876.6 |
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0.9 |
% |
Loans |
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7,699.8 |
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7,047.1 |
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9.3 |
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Reserve for loan losses |
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(91.8 |
) |
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(90.9 |
) |
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1.0 |
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Earning assets |
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9,645.7 |
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8,957.4 |
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7.7 |
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Total assets |
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10,495.1 |
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9,803.0 |
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7.1 |
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Core deposits |
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4,919.1 |
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4,866.6 |
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1.1 |
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Stockholders equity |
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1,059.1 |
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949.3 |
|
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS UNDER MANAGEMENT (in billions) |
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Company |
|
$ |
29.0 |
|
|
$ |
26.0 |
|
|
|
11.5 |
% |
Cramer Rosenthal McGlynn |
|
|
10.6 |
|
|
|
8.9 |
|
|
|
19.1 |
|
Roxbury Capital Management |
|
|
3.1 |
|
|
|
3.3 |
|
|
|
(6.1 |
) |
Combined assets under management |
|
|
42.7 |
|
|
|
38.2 |
|
|
|
11.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATISTICS AND RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets |
|
|
1.37 |
% |
|
|
1.70 |
% |
|
|
|
|
Return on average stockholders equity |
|
|
13.58 |
% |
|
|
17.59 |
% |
|
|
|
|
Net interest margin (taxable equivalent) |
|
|
3.79 |
% |
|
|
3.71 |
% |
|
|
|
|
Staff members (full-time equivalent) |
|
|
2,562 |
|
|
|
2,469 |
|
|
|
3.8 |
% |
|
|
|
1 |
|
In 2006 we recorded a non-cash impairment
write-down on our investment in affiliate money manager
Roxbury Capital Management. We show amounts excluding this
write-down when we believe they give investors a more
relevant basis on which to evaluate our performance. For a
detailed comparison of 2006 results with and without the
impairment write-down, please see page 52 of this report. |
Wilmington Trust Corporation
TO OUR SHAREHOLDERS
Ten years ago, in my first letter to you as chairman and
chief executive officer of our company, I outlined our vision
for the future and strategy for growth. In the decade since
then we have implemented our plans by investing consistently in
people, products, and markets that distinguish us competitively
and help our clients succeed. These investments are yielding
positive returns and they contributed considerably to our 2006
results.
Each of our businesses produced record-high revenue in 2006.
Total assets, loan balances, core deposit balances, and
stockholders equity also reached record highs. On average,
total assets surpassed $10 billion for the first time,
stockholders equity exceeded $1 billion for the first time,
and loan balances rose 9% to $7.70 billion.
Compared to 2005, pre-tax income was 9% higher for the Regional
Banking business, 12% higher for the Wealth Advisory Services
business, and 29% higher for the Corporate Client Services
business. The favorable market interest rate environment helped
increase the net interest margin, which rose 8 basis points to
3.79%.
Credit quality remained stable and more than 97% of our loans
outstanding had pass ratings in the internal risk rating
analysis at the end of the year. Net charge-offs for 2006 were
$18.5 million, or 24 basis points, which was at the low end of
what we have seen historically.
Cramer Rosenthal McGlynn (CRM), our value-style affiliate money
manager, had an exceptional year. CRMs assets under management
at the end of 2006 were more than $10.6 billion, a new record.
Our other affiliate money manager, Roxbury Capital Management
(RCM), terminated its micro-cap fund and exited its fixed
income fund in 2006. These actions decreased the value of our
investment in RCM and caused us to record a non-cash impairment
write-down expense. Although no cash exchanged hands, this
write-down affected our 2006 results negatively.
Net income for 2006 was $143.8 million and earnings were $2.06
per share. Had we not incurred the impairment write-down, 2006
net income would have been $185.5 million and earnings would
have been $2.66 per share. Compared to 2005, these amounts
would have been increases of 11% in net income and 9% in
earnings per share. We discuss our 2006 results with and
without the impairment write-down throughout this report
because we believe excluding the write-down offers investors
more relevant indicators of how our company is performing
overall.
MAXIMIZING
CURRENT CAPACITY WHILE INVESTING IN THE FUTURE
Our strategy is designed to produce consistent results. Each of
our businesses creates value individually, but having the
combination of the three is what helps us achieve that goal.
Collectively, they reduce earnings volatility because they
generate a diversified stream of revenue that mitigates our
exposure to the vagaries of financial market performance, the
interest rate environment, and other economic conditions.
We are able to deliver profitability and growth over the
long-term because we continually invest in our companys
future. Since 1996 we have completed
Ted T. Cecala
Chairman and Chief Executive Officer
Wilmington Trust
In 2006 each of our three businesses:
|
|
Developed business with new clients |
|
|
|
Attracted more business from existing clients |
|
|
|
Produced record-high revenue |
|
|
|
Improved profitability and efficiency |
|
|
|
Invested for future growth |
The investments we have been making
in people, products, and markets are
yielding positive returns and they
contributed considerably to our 2006
results.
five acquisitions, opened 12 new offices in nine new
states, expanded in four other states, established a presence
in Europe, and made technology and infrastructure improvements.
As we continue to pursue growth opportunities, the challenge is
to strike a balance between leveraging our current capacity and
investing for the long-term. In 2006 we achieved a good balance
between the two. Profitability and efficiency improved for each
of our businesses, and each invested in new offices, new
capabilities, and other expansion initiatives.
In the Regional Banking business:
|
|
We remained the market
leader in Delaware |
|
|
|
We continued to expand
commercial lending in
Maryland, New Jersey, and
Pennsylvania |
|
|
|
Credit quality remained stable |
Corporate Client Services
revenue rose 12% because we:
|
|
Marketed our institutional investment services more actively |
|
|
|
Developed more business in Europe |
|
|
|
Acquired a corporate services provider in the Cayman Islands |
Within our four-state Regional Banking footprint, we continued
to expand our highly successful business model of teaming
commercial lenders and wealth advisors to serve family-owned
and privately held businesses. We opened new offices in the
Lehigh Valley area of eastern Pennsylvania and in Princeton,
New Jersey, and we added staff in our Baltimore office. In
these markets, the number of businesses we target is five times
as high as in Delaware. We see tremendous potential for growth
in these areas.
We continued to lead the Delaware market, with loan and deposit
balances that are higher than those of any other full-service
banking institution in the state. To better serve Delawares
growing population, we opened two new branches in fast-growing
parts of New Castle and Sussex Counties.
A major undertaking for Regional Banking was the launch in
November of an Internet-only delivery channel, WTDirect.
WTDirects initial offering is a high-yield savings account
that targets the mass affluent market. Clients must maintain
average balances of at least $10,000 to qualify for the high
rate. WTDirect has the potential to expand our sources of
funding substantially, and we have committed significant staff,
technology, and marketing resources to develop it. If you are
interested in learning more, please visit www.wtdirect.com.
In the Corporate Client Services business, we took steps to
meet the increasing demand for services that support
collateralized debt obligations (CDOs). The CDO market is one
of the fastest-growing sectors of the structured finance
industry, especially in the United States and Europe. In 2006
we invested in staff and technology that added highly
sophisticated analytical, risk management, and compliance
monitoring capabilities to the CDO trustee services we have
provided for many years. These investments position us as one
of the few providers to offer a full range of CDO
administrative services.
We expanded Corporate Client Services in Europe and the
Caribbean. We opened an office in Frankfurt, Germany, in order
to meet demand spurred by the German True Sale Initiative. We
increased our market share of Cayman Islands-domiciled business
by acquiring the PwC Corporate Services business there from
accounting firm PricewaterhouseCoopers.
In the Wealth Advisory Services business, we have been
expanding family office services since 2004, when we acquired
Grant Tani Barash & Altman (GTBA), a Beverly Hills-based firm
that provides business management services for entertainment
and sports industry clients. In 2006 we significantly expanded
these services by adding staff and three new areas of
|
|
|
2 Chairmans Letter
|
|
Wilmington Trust Corporation |
specialization: legal and tax structures for family
offices, the needs of clients with inherited wealth, and
executive compensation strategies. In addition to Beverly
Hills and Delaware, we now have family office professionals in
Princeton, in a New York, and in a new office we opened in Stamford,
Connecticut. Given the scope of our services, I believe our
family office capabilities are unmatched in the marketplace.
Wealth Advisory Services revenue
increased 12% because:
|
|
We significantly expanded
family office services |
|
|
|
Demand was strong for trust
and investment advisory services |
|
|
|
Sales in Pennsylvania were
particularly strong |
Between 2005 and 2006:
|
|
Total revenue rose 9% |
|
|
|
Headcount increased 4% |
|
|
|
Net income per staff member increased 7%1 |
Net income per staff member in 2005:
$67,600
Net income per staff member in 2006:
$72,4001
|
|
|
1 |
|
Excluding impairment
write-down. Including the
impairment write-down, net income
per staff member in 2006 was
$56,100, a decrease of 17%. |
While these initiatives accelerated expense growth in 2006, I
believe the magnitude of these efforts will accelerate the
opportunities for revenue growth in 2007 and beyond.
Transitions
Three long-time directors retired from our Board in 2006:
Richard R. Collins, Hugh E. Miller, and Thomas P. Sweeney.
Dick, Hugh, and Tom helped lead our company through some of
the most significant changes in our history and we are
immensely grateful for their many contributions.
Dick Collins, the retired chief executive officer of the
American Life Insurance Company, joined our Board in 1989 and
served on the Audit Committee for most of his tenure. His
international experience helped us greatly when we began our
own international expansion.
Hugh Miller, the retired vice chairman of ICI Americas, was a
director 24 years and he served on every Board committee
during his tenure. He chaired the Nominating and Corporate
Governance Committee from 2001 until his retirement, years in
which corporate scandals raised investor awareness of
corporate governance matters and the Sarbanes-Oxley Act was
passed. Hughs advice and counsel helped us comply with regulatory
changes at the Securities and Exchange Commission and the New
York Stock Exchange.
Tom Sweeney, who had been a director since 1983, is one of the
preeminent tax, trust, and estate attorneys in Delaware.
Well-versed in the nuances of our home states legal and tax
advantages, his guidance was invaluable over the years, and he
helped our Wealth Advisory and Corporate Client Services
businesses achieve national prominence.
We elected two new directors in 2006: Thomas L. du Pont and
Donald E. Foley. Tom and Don add perspectives that complement
the diverse expertise our directors possess. We welcome them
to our Board and we look forward to their leadership in the
years to come.
Tom du Pont is chairman and publisher of duPont Publishing,
Inc., which is based in St. Petersburg, Florida. Toms company
publishes six luxury lifestyle magazines, under the duPont
REGISTRY label, which specialize in topics of considerable
interest to affluent individuals and families. As one of two
du Pont family members on our Board, Toms presence will
perpetuate a legacy that dates to 1903, when three du Pont
cousins founded our company.
Don Foley is senior vice president, treasurer, and director of
taxes for ITT Corporation. His international business acumen,
and his experience with acquisitions and tax issues, will be
especially valuable as we continue to expand in the United
States and Europe.
In 2006 we raised our cash dividend for the 25th consecutive year.
According to Mergent, Inc.s Dividend
Achievers, only 113 of the 10,000
companies that trade on North American
exchanges have raised their dividends
for 25 or more consecutive years.
Finally, we bade farewell to Walter D. Mertz, who resigned
in 2006 as the sole remaining and longest-serving associate
director of Wilmington Trust Company. Walter joined Wilmington
Trust in 1940 and, except for U.S. Navy service during World
War II, he spent his entire career in what is now our Wealth
Advisory Services business. He was elected to our Board in 1970
and named associate director in 1977, when he retired from his
staff position. We are enormously grateful to have benefited
from his historic perspective and dedication to our company.
Acknowledgements
I am proud of our 2006 results and I would like to acknowledge
the people who contributed to them: our clients, our Board of
Directors, and our staff.
Most of the capabilities we have added over the past 10 years
have been in response to client requests. As a relationship
management company, we
appreciate the loyalty of our clients and we look forward to
working with them for generations to come.
For our Board of Directors, this time of expansion has
coincided with the introduction of more rigorous and
time-consuming corporate governance rules. We are fortunate to
have directors who perform their duties with diligence,
scrutiny, and integrity. They hold us to the highest standards
of conduct and we benefit greatly from their advice and
counsel.
Our most noteworthy achievements continue to be the things our
staff members do every day to help our clients. It took a
tremendous amount of effort to complete all of our 2006
expansion projects and simultaneously remain focused on serving
clients. It is inspiring to work with such a talented group of
people, whom I believe are the business.
Finally, I would like to thank our investors for their
continued confidence in our ability to generate consistent
shareholder value. One measure of that consistency is our cash
dividend, which we have increased every year since 1982. In
2006 we raised the dividend from $1.20 per share to $1.26 per
share (annualized).
Going forward, we will continue to invest in businesses with
the most potential for long-term growth and in capabilities
that increase profitability without compromising our overall
risk profile. We believe this is the best way to produce
consistent results and reduce earnings volatility over time.
Our 103-year track record of success suggests that we are on
the right course.
Ted T. Cecala
Chairman and Chief Executive Officer
|
|
|
4 Chairmans Letter
|
|
Wilmington Trust Corporation |
TABLE OF CONTENTS
|
|
|
|
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
|
|
|
The purpose of this discussion is to help investors gauge how well we
executed our strategy to produce consistent results over the long term |
|
|
6 |
|
|
We start with a summary of our 2006 results |
|
|
|
|
Summary of financial performance
|
|
|
|
|
|
Then we provide more detail about each of our three businesses
and other factors that affected our 2006 results |
|
|
|
|
Regional Banking |
|
|
10 |
|
Corporate Client Services |
|
|
18 |
|
Wealth Advisory Services |
|
|
22 |
|
Assets under management and administration |
|
|
26 |
|
Affiliate Money Managers |
|
|
27 |
|
|
Then we discuss how we manage capital and fund our business activities |
|
|
|
|
Capital resources |
|
|
29 |
|
|
RISK |
|
|
|
|
We are exposed to a variety of risks in the normal course of business |
|
|
|
|
This section discusses our primary risks and the steps we take to mitigate them |
|
|
|
|
Asset quality and credit risk |
|
|
37 |
|
Interest rate risk |
|
|
43 |
|
Financial market risk |
|
|
46 |
|
Economic risk |
|
|
47 |
|
Operational and fiduciary risk |
|
|
48 |
|
Regulatory risk |
|
|
48 |
|
Legal risk |
|
|
49 |
|
|
OTHER INFORMATION |
|
|
|
|
Off-balance-sheet arrangements and contractual obligations are in this section |
|
|
49 |
|
|
SELECTED FINANCIAL DATA |
|
|
|
|
Comparison of 2006 results with and without the non-cash impairment write-down |
|
|
52 |
|
Other multiyear comparisons of financial results |
|
|
54 |
|
|
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
|
|
63 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
|
70 |
|
|
MANAGEMENTS DISCUSSION OF FINANCIAL RESPONSIBILITY |
|
|
|
|
Here we
affirm our commitment to presenting information that is complete, transparent, and understandable |
|
|
102 |
|
|
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
|
103 |
|
|
BOARD OF DIRECTORS AND PRINCIPAL OFFICERS |
|
|
105 |
|
|
STOCKHOLDER INFORMATION |
|
|
|
|
We conclude
with information about our stock, dividend, transfer agent, how to contact us, and other items of interest to shareholders |
|
|
106 |
|
We build long-term relationships with clients, invest in long-term
growth for our company, and create long-term value for shareholders.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ABOUT WILMINGTON TRUST
Wilmington Trust provides services that help clients in 92
countries increase and preserve their wealth. We do this through
three main businesses: Regional Banking, Corporate Client Services
(CCS), and Wealth Advisory Services (WAS). Each of these
businesses provides different kinds of services, has a different
geographic scope, and targets specific kinds of clients. Each
uses services from the other two. Collectively they generate a
balanced and diversified stream of revenue and help us deepen
client relationships.
Keeping investors informed about our company is vitally important
to us. In the pages that follow, we summarize our 2006 performance
and discuss each of our businesses in more detail. Our comments in
this report represent our best estimates of the trends we know
about, the trends we anticipate, and
the trends we believe are relevant to future operations. Actual
results, however, may differ from our estimates.
Our mission is to help our clients succeed.
Our strategy is to deliver consistent results by:
|
|
investing in businesses that
have the most potential for long-term
growth or high operating profit
margins; |
|
|
being the market
leader in each of our businesses; and |
|
|
increasing profitability
without compromising our overall risk
profile. |
SUMMARY OF FINANCIAL PERFORMANCE
In 2006 we benefited from the favorable market interest
rate environment and investments we have been making over the
past several years in people, new markets, and new products. Each
of our businesses produced record-high revenue and we surpassed
balance sheet benchmarks in total assets, loans, and
stockholdersequity.
On a
period-end basis, total assets exceeded $11 billion for the
first time and loan balances topped $8 billion for the first
time. On an average-balance basis, stockholders equity exceeded $1
billion for the first time.
Loans
continued to account for the majority of our assets. On
average, loan balances for 2006 were $7.70 billion, which was 9%
higher than for 2005. Core deposits (deposits from clients)
continued to account for the majority of our funding. On average,
core deposit balances for 2006 were $4.91 billion, which was 1%
higher than for 2005.
We were founded in Delaware in 1903. We
have been able to produce profitability
and growth consistently, while
minimizing earnings volatility, across
103 years of economic cycles because we:
|
|
are not reliant on a single
source of revenue; |
|
|
manage risk
conservatively; and |
|
|
regularly
invest our capital for future growth. |
The net interest margin for 2006 was 3.79%, 8 basis points higher
than for 2005. The margin rose mainly because loan repricing
outpaced deposit repricing during the first three quarters of
2006. Net interest income, which comes mainly from the Regional
Banking business, was 8% higher for 2006 than 2005 and it
represented 50% of our total 2006 revenue (after the provision
for loan losses).
Noninterest income, which comes mainly from the CCS and WAS
businesses, accounted for the other half of our total
revenue. Noninterest income (after amortization) was 11% higher
for 2006 than 2005, mainly because CCS and WAS each recorded
double-digit increases in revenue.
Cramer Rosenthal McGlynn (CRM), our value-style affiliate money
manager, had a record $10.62 billion of assets under management
at the end of 2006. CRMs revenue contribution was 20% higher for
2006 than 2005.
|
|
|
|
|
|
6 MD&A
|
|
Wilmington Trust Corporation |
Credit
quality remained stable. At the end of 2006, more than 97% of
loans outstanding had pass ratings in the internal risk rating analysis.
The net charge-off ratio for 2006 was 24 basis points and in line with
historical levels, which have ranged from 14 basis points to 44 basis
points since 1995.
Our capital position remained strong. On average, stockholders
equity increased 12% to $1.06 billion. At the end of 2006, each of
our three regulatory capital ratios was more than 200 basis
points higher than the minimum requirements for well capitalized
institutions. In April we increased our quarterly cash dividend
5%, from $0.30 per share to $0.315 per share. This marked the 25th
consecutive year that we have raised the cash dividend.
Net income for 2006 was $143.8 million and earnings were $2.06
per share (on a diluted basis). These amounts were dampened by a
non-cash impairment write-down we recorded against the carrying
value of our investment in Roxbury Capital Management (RCM), one
of our affiliate money managers. Although no cash or other
monetary instruments were exchanged, this write-down reduced 2006
net income by $41.7 million and earnings by $0.60 per share. We
recorded all of the impairment write-down in the Affiliate Money
Managers business segment.
Absent
this write-down, 2006 net income would have been $185.5
million, an increase of 11% from 2005. Earnings would have been
$2.66 per share, a 9% increase. In addition to reducing net income
and earnings per share, the write-down reduced the returns on
average assets and average stockholders equity, increased the
dividend payout ratio, and affected other financial performance
measures.
This report contains amounts that exclude the impairment
write-down. We believe amounts that exclude the write-down are the
better measure of business trends and how our company is
performing overall. We also think that excluding the effects of
the write-down gives investors a more relevant and comparative
basis on which to evaluate our 2006 performance. There is a
comparison of our 2006 results with and without the impairment on
page 52 of this report.
Noninterest expense for 2006 was 27% higher for 2006 than 2005.
The impairment write-down added $72.3 million of expense.
Excluding the impairment write-down, noninterest expense for 2006
was 8% higher than for 2005, mainly because we continued to invest
for future growth in each of our businesses. In 2006 we added
products, hired more staff, opened new offices, expanded existing
offices, and invested in
technology. Staffing ,occupancy, equipment, and other expenses
increased as a result.
|
|
In Regional Banking, we added offices in Pennsylvania and
New Jersey, hired more staff for our Baltimore office, and
launched an Internet-only bank, WTDirect, in November. |
|
|
|
In Corporate Client Services, we made an acquisition that
expanded our Cayman Islands business, added services to
support collateralized debt |
obligation
(CDO) administration and other new products, and
opened an office in Frankfurt, Germany.
|
|
In Wealth Advisory Services, we launched the Wilmington
Family Office practice on the East Coast, and we hired
private client advisors to team with commercial bankers in
the new Pennsylvania and New Jersey offices. |
|
|
Our major technology investments were for WTDirect, CDO
services, improving the banking platform, and automating
some of the transaction monitoring we must perform in order
to comply with the USA PATRIOT Act, the Bank Secrecy Act,
the Sarbanes-Oxley Act, and other regulatory requirements. |
Staff compensation costs (salaries and wages, incentives and
bonuses, and benefits) continued to comprise our single largest
expenditure and accounted for 51% of total noninterest expense
for 2006. Excluding the impairment write-down, staff compensation
costs accounted 61% of our total noninterest expense for
2006, the same as for 2005 and 1% higher than for 2004.
Staff compensation costs include stock-based compensation
expense, which we record in incentives and bonuses expense. For
more information about our stock-based compensation expense,
please see Note 18, Stock-based compensation plans, which begins on
page 93 of this report.
In 2005 noninterest expense was higher than for 2004 mainly
because the 2005 amount reflected the full 12-month effect of
expansion investments we made in late 2004. These investments
included the acquisition of Grant Tani Barash & Altman and the
opening of new offices in Maryland and Dublin, Ireland. Also
contributing to the 2005 increase in noninterest expense were
originating and processing expenses, which were higher because
the costs associated with loan originations, filings, and check
processing increased.
Two expense items recorded for 2005 were atypical:
|
|
The amount of subadvisor expense included a nonrecurring
credit of approximately $1 million that we recorded as a
result of account reconciliations made when we consolidated
subadvisor expense under Wilmington Trust Investment
Management. Subadvisor expense represents the payments we
make to third-party investment advisors. Absent this
credit, subadvisor expense for 2005 would have been $1
million higher. |
|
|
The amount of other noninterest expense reported for 2005
included approximately $1 million of product development
expense. Absent this amount, other noninterest expense for
2005 would have been approximately $1 million lower. |
|
|
|
|
|
|
8 MD&A
|
|
Wilmington Trust Corporation |
Our income tax expense was lower for 2006 than for 2005
mainly for two reasons. First, the impairment write-down generated
a tax benefit of approximately $30.6 million for the subsidiary
that holds our investment in RCM. Second, more stock options were
exercised in 2006 than in 2005, which increased the
tax-deductible portion of our stock-based compensation expense.
For more information on our income taxes, please see Note 19,
Income taxes,on page 97 of this report.
Income taxes and tax rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
(excluding impairment |
|
|
|
|
|
|
|
|
|
2006 |
|
|
write-down) |
|
|
2005 |
|
|
2004 |
|
|
Pre-tax income
(in millions) |
|
$ |
216.3 |
|
|
$ |
288.6 |
|
|
$ |
260.3 |
|
|
$ |
215.7 |
|
Income tax expense
(in millions) |
|
$ |
72.7 |
|
|
$ |
103.3 |
|
|
$ |
93.0 |
|
|
$ |
77.9 |
|
Effective tax rate |
|
|
33.61 |
% |
|
|
35.79 |
% |
|
|
35.73 |
% |
|
|
36.11 |
% |
Although our 2006 expansion initiatives caused expenses to
increase, they also contributed to revenue growth, which caused
the efficiency ratios for each of our businesses to improve from
their 2005 levels. As a company, we were less efficient overall
because the impairment write-down inflated expenses. Excluding the
impairment write-down, our overall efficiency ratio improved. In
2006 we spent just under 56 cents for each dollar of revenue we
recorded. In 2005 each dollar of revenue cost us 57.3 cents.
Efficiency ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Regional Banking |
|
|
40.57 |
% |
|
|
42.56 |
% |
|
|
44.88 |
% |
Wealth Advisory Services |
|
|
77.63 |
% |
|
|
77.97 |
% |
|
|
82.22 |
% |
Corporate Client Services |
|
|
73.67 |
% |
|
|
76.48 |
% |
|
|
74.40 |
% |
Wilmington Trust consolidated |
|
|
66.10 |
% |
|
|
57.28 |
% |
|
|
59.72 |
% |
Wilmington Trust consolidated absent
non-cash charge |
|
|
55.96 |
% |
|
|
|
|
|
|
|
|
As a
measure of financial performance, efficiency is the
inverse of profitability. Decreases in efficiency ratios are
desirable because low efficiency ratios indicate high
profitability.
The sections that follow discuss our business activities in more detail.
REGIONAL BANKING
OVERVIEW OF REGIONAL BANKING
We offer Regional Banking services in the Delaware Valley region, which we define as the
state of Delaware; areas of Maryland, New Jersey, and Pennsylvania that are geographically
contiguous to Delaware, including those along the I-95 corridor from Princeton, New Jersey, to the
Baltimore-Washington, D.C. area, and Marylands Eastern Shore. We seek clients in this region with
whom we can build long-term relationships.
We offer commercial banking services throughout this region. We focus our commercial banking
services on middle market clients, which we define as family owned or closely held businesses with
up to $250 million in annual sales.
We target our retail banking services, including consumer lending, residential mortgage
lending, and core deposit gathering, to clients in Delaware, where we maintain a traditional branch
office network.
At the end
of 2006, there were 780 full-time-equivalent Regional Banking staff members.
In 2006 we grew loan and deposit balances, generated record-high net interest income, improved
efficiency, maintained stable credit quality, and continued to expand throughout the Delaware
Valley region.
All key measures of Regional Banking performance increased in 2006. We attribute our performance to
our focus on relationships, our expansion within the Regional Banking geographic footprint, and the
health of the broadly diversified regional economy, which benefited from population growth. For
more information about the regional economy, please read the economic risk discussion that begins
on page 47 of this report.
Compared to 2005, loan and core deposit balances rose, net interest income (after the provision for
loan losses) increased, and the net interest margin improved. The main contributors to the 2006
increase in total loans, on average, were commercial construction/real estate (CRE) loans and
consumer loans. These two loan categories were also the main contributors to loan growth in 2005,
and we discuss them in more detail in sections that follow.
Regional
Banking performance indicators
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
(in millions, |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
on average) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Commercial loans |
|
$ |
5,195.0 |
|
|
$ |
4,673.5 |
|
|
$ |
4,274.8 |
|
|
|
11.2 |
% |
|
|
9.3 |
% |
Retail loans |
|
|
2,504.8 |
|
|
|
2,373.6 |
|
|
|
2,195.6 |
|
|
|
5.5 |
% |
|
|
8.1 |
% |
Total loans |
|
$ |
7,699.8 |
|
|
$ |
7,047.1 |
|
|
$ |
6,470.4 |
|
|
|
9.3 |
% |
|
|
8.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposits |
|
$ |
4,919.1 |
|
|
$ |
4,866.6 |
|
|
$ |
4,553.7 |
|
|
|
1.1 |
% |
|
|
6.9 |
% |
Regional Bankings 2006 performance resulted from a number of initiatives.
Within the Regional Banking geographic footprint, we develop long-term relationships with our
commercial banking clients by integrating commercial bank and wealth management services. In the
early stages of these relationships, clients typically need credit and cash management services. As
relationships deepen, clients benefit from our retirement and succession planning services,
investment management services, and other Wealth Advisory capabilities.
We increased the geographic scope of our commercial banking presence. In conjunction with Wealth
Advisory Services, we opened new offices in the
|
|
|
|
|
10
|
|
MD&A
|
|
Wilmington Trust Corporation |
Lehigh Valley area of Eastern Pennsylvania (our fifth office in that state), and in
Princeton, New Jersey (our second office in that state), and we expanded our office in Baltimore. We
added commercial banking and wealth management staff in each of these offices to advance business
development with middle market business clients. Loans generated in these markets increased as a
result.
We maintained our leadership of the commercial and consumer banking markets in Delaware. We have
more branches than any other bank in Delaware and, according to the Federal Deposit Insurance
Corporations 2006 Market Share Report, we have higher loan and core deposit balances than any
other full-service financial institution in Delaware. We opened two new branches in 2006 in
fast-growing parts of the state: one in the Astro Shopping Center outside of Newark and one in
Millville, Sussex County, and we built a new office in Rehoboth Beach to replace an existing branch
there.
Loan balances have risen every quarter since the
second quarter of 2001.
Credit
quality remained stable, and the internal risk rating analysis gave pass ratings to more
than 97% of loans outstanding. Our loan growth came from business we developed, not balances we
purchased from other institutions, and we applied our loan underwriting standards consistently.
On a percentage basis, the composition of the loan portfolio remained well diversified among
commercial and consumer loans. While CRE loans accounted for most of our loan growth in 2005 and
2006, CRE balances increased only slightly as a percentage of the overall loan
portfolio, representing 21% of total loans outstanding at the end of 2006 and 17% at the end of
2005.
In November we introduced WTDirect, an Internet-only delivery channel, with a high-interest savings
account that targets the mass-affluent market. Clients must maintain an average balance of at least
$10,000 to obtain the high rate. We expect WTDirect to grow as a source of core deposits in 2007 and
beyond.
We invested in technology to improve client service and increase efficiency. We added remote
deposit capture capabilities that let commercial banking clients deposit checks by scanning them
instead of having to travel to branches to make deposits. We implemented check imaging, which
eliminates the need for us to return canceled checks to clients. We added Spanish language
capabilities to our ATMs and telephone banking system. We began the first phase of an upgrade to the
banking platform that will streamline processes, improve our ability to manage fraud and
compliance, and increase efficiency.
REGIONAL BANKING PROFITABILITY
Net income from the Regional Banking business was 9% higher for 2006 than for 2005, mainly
because loan growth and a higher net interest margin boosted net interest income. By maintaining an
asset-sensitive balance sheet, focusing on floating rate loans, and managing deposit pricing, we
produced a net interest margin (on a consolidated basis) of 3.79%,
which was 8 basis points higher
than for 2005. For more information about this, please see the interest rate risk discussion that
begins on page 43 of this report.
Regional Banking
contributed approximately:
53% of total revenue,
34% of expenses,
73% of net income1 , and
$1.94 of earnings per share for 2006.
|
|
|
1Excluding impairment write-down. Including impairment write-down, Regional
Banking contributed 94% of net income. |
|
|
Delaware market share
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington |
|
|
Next |
|
|
|
Trust |
|
|
highest |
|
(Dollars in billions) |
|
Company |
|
|
balance1 |
|
|
Commercial loans |
|
$ |
4.7 |
|
|
$ |
1.2 |
|
Consumer loans |
|
$ |
2.3 |
|
|
$ |
1.8 |
|
Total loans |
|
$ |
7.0 |
|
|
$ |
2.2 |
|
Core deposits |
|
$ |
4.7 |
|
|
$ |
2.4 |
|
Source: Federal Deposit Insurance
Corporation 2006 Market Share Report
|
|
|
1 |
|
Consumer and commercial loan balances
are not from the same bank, which is why these
two categories of loans do not sum to total
loans. |
The 2006 provision for loan losses was higher than for 2005 because loan balances were higher
and because charge-offs, although still well within our historical range, were higher. For more
information about net charge-offs and credit quality, please see the credit risk discussion that
begins on page 37 of this report.
While most Regional Banking income is net interest income, the business generates noninterest
income from account service charges, ATM fees, loan fees, and other transactional services for which
fees are not tied to interest rates. Income from these services is growing slowly because more
clients are incurring fewer service charges and ATM fees.
Expansion investments in each of the last two years accounted for a large portion of the increases
in expenses, but our ability to leverage those investments improved Regional Bankings efficiency
ratio.
Regional Banking profitability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
|
|
|
|
|
|
|
|
(dollar amounts in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Net interest income |
|
$ |
334.9 |
|
|
$ |
303.1 |
|
|
$ |
266.9 |
|
Provision for loan losses |
|
|
(20.5 |
) |
|
|
(11.2 |
) |
|
|
(15.5 |
) |
Noninterest income |
|
|
52.0 |
|
|
|
51.1 |
|
|
|
49.5 |
|
Noninterest expense |
|
|
(158.5 |
) |
|
|
(152.2 |
) |
|
|
(143.8 |
) |
Income before taxes and minority interest |
|
|
207.9 |
|
|
|
190.8 |
|
|
|
157.1 |
|
Taxes and minority interest |
|
|
(73.0 |
) |
|
|
(67.3 |
) |
|
|
(54.8 |
) |
Net income |
|
$ |
134.9 |
|
|
$ |
123.5 |
|
|
$ |
102.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio |
|
|
40.57 |
% |
|
|
42.56 |
% |
|
|
44.88 |
% |
The table above shows amounts assigned to the Regional Banking business segment. We assign
portions of net interest income and the provision for loan losses to the Wealth Advisory Services
and Corporate Client Services business segments. For more information about the profitability of
the Regional Banking business, please see Note 21, Segment
reporting, which begins on page 98 of
this report.
MIDDLE MARKET GROWTH OPPORTUNITIES
|
|
|
|
|
Number of middle market businesses |
|
|
|
|
|
Delaware |
|
|
715 |
|
Philadelphia metropolitan area |
|
|
5,367 |
|
Baltimore metropolitan area |
|
|
3,731 |
|
Central & southern New Jersey |
|
|
3,276 |
|
|
Total |
|
|
13,089 |
|
Source: Dun & Bradstreet 2006
COMMERCIAL LOANS
Commercial loan balances exceeded $5 billion for the first time. This happened on a
period-end basis in the first quarter of 2006 and on an average-balance basis in the second
quarter. Increases in commercial loan balances, on average, accounted for 79% of the growth in total
loan balances for 2006 and for 69% of the growth in total loan balances for 2005. Approximately 60%
of commercial loans outstanding at the ends of 2006, 2005, and 2004 were in amounts that ranged
from $1 million to $10 million, which reflects our focus on middle market clients.
|
|
|
|
|
12
|
|
MD&A
|
|
Wilmington Trust Corporation |
We report three categories of commercial loans, as shown in the table below. These categories
are consistent with regulatory definitions, and they reflect the type of loan extended, the use of
the loan, and/or the borrowers industry.
Commercial loan balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
(in millions, |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
on average) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Commercial, financial, and
agricultural loans |
|
$ |
2,437.4 |
|
|
$ |
2,462.1 |
|
|
$ |
2,374.4 |
|
|
|
(1.0 |
)% |
|
|
3.7 |
% |
Commercial real estate/
construction loans |
|
|
1,516.8 |
|
|
|
982.3 |
|
|
|
731.8 |
|
|
|
54.4 |
% |
|
|
34.2 |
% |
Commercial mortgage loans |
|
|
1,240.8 |
|
|
|
1,229.1 |
|
|
|
1,168.6 |
|
|
|
1.0 |
% |
|
|
5.2 |
% |
|
Total commercial loans |
|
$ |
5,195.0 |
|
|
$ |
4,673.5 |
|
|
$ |
4,274.8 |
|
|
|
11.2 |
% |
|
|
9.3 |
% |
Most of the 2006 and 2005 growth in commercial loan balances came from commercial
construction/real estate (CRE) lending. The category of loans recorded as commercial, financial, and
agricultural loans continued to represent the largest percentage of commercial loans
outstanding: 47% for 2006, on average, and 53% for 2005. Balances for this category of loans declined
in 2006 largely because the strength of the regional economy has made many middle market businesses
less dependent on using credit to finance their operations.
Most of the 2006 growth in commercial real estate and construction loans was for single-family
tract developments in Delaware, where population growth continued to spur demand for residential
housing.
Population growth, not investor speculation, is driving CRE loan demand.
According to the U.S. Census Bureau, Delaware is the 15th fastest-growing state in the United
States.Most of our CRE loans are for single-family, year-round residences, not vacation homes, and
approximately 58% of the 2006 growth in CRE loan balances was for single-family tract developments
in Delaware. The rest was for a variety of industrial, retail, office, and other types of
commercial and residential projects.
Our CRE clients are primarily Delaware Valley-based developers who own their own companies. Their
projects are located in the Delaware Valley region. These business owners, with whom we have
long-standing relationships, have diverse sources of cash flow, high degrees of personal liquidity,
and extensive experience across a variety of market cycles.
We believe we are managing CRE risk effectively because we:
|
|
Evaluate the cash flow and financial position of each CRE
borrower by client, as well as by project. |
|
|
|
Apply our loan underwriting standards consistently. |
|
|
|
Obtain personal guarantees from most CRE borrowers. |
|
|
|
Limit CRE loans to relatively short terms, which gives us the ability to adjust our loan mix,
if necessary, to mitigate the effects of a downturn in any single market segment. |
|
|
|
Disperse CRE lending throughout Delaware, Pennsylvania, New
Jersey, and Maryland. |
Delawares population is growing because its proximity to major metropolitan areas and favorable
tax climate continue to attract permanent residents.
Delaware has no sales tax and its property taxes are considerably lower than those of surrounding
states.
According to a ranking USA Today published on July 28, 2006, Delaware had the eighth lowest
property taxes per capita in 2004 (the most recent data available).
AARP and Kiplingers consistently rank Delaware among the most desirable locales in the United
States for retirement living.
Commercial real estate/construction and
mortgage loans
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
|
2005 |
|
|
Loan status: |
|
|
|
|
|
|
|
|
Construction |
|
|
50 |
% |
|
|
43 |
% |
Owner-occupied |
|
|
21 |
|
|
|
23 |
|
Permanent |
|
|
17 |
|
|
|
19 |
|
Interim |
|
|
6 |
|
|
|
7 |
|
Other |
|
|
6 |
|
|
|
8 |
|
|
Loan project type: |
|
|
|
|
|
|
|
|
Residential tract |
|
|
39 |
% |
|
|
37 |
% |
Owner-occupied |
|
|
21 |
|
|
|
23 |
|
Retail |
|
|
9 |
|
|
|
10 |
|
Office |
|
|
7 |
|
|
|
4 |
|
Other |
|
|
24 |
|
|
|
26 |
|
|
Geographic location: |
|
|
|
|
|
|
|
|
Delaware |
|
|
61 |
% |
|
|
63 |
% |
Pennsylvania |
|
|
22 |
|
|
|
21 |
|
Maryland |
|
|
10 |
|
|
|
10 |
|
New Jersey |
|
|
5 |
|
|
|
5 |
|
Other |
|
|
2 |
|
|
|
1 |
|
CRE net charge-offs have been minimal over the past five years. For
more information about credit quality, please see the credit risk
discussion that begins on page 37 of this report.
CRE net charge-offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
CRE net charge-offs |
|
$ |
0.3 |
|
|
$ |
0.1 |
|
|
$ |
(0.8 |
) |
|
$ |
0.0 |
|
|
$ |
(1.4 |
) |
A negative net charge-off amount means that loan recoveries exceeded loan losses.
The pace of growth in CRE balances slowed somewhat during the second half of the year. Activity in
the housing market returned to more normal levels, with homes taking several weeks to sell, instead
of several days. In September 2006, several housing industry groups, including the National
Association of Realtors and Moodys Economy.com, predicted that any housing downturn in Delaware
would be short-lived and less severe than in other parts of the United States.
Commercial loans by loan size
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Less than $250 thousand |
|
|
3 |
% |
|
|
4 |
% |
|
|
5 |
% |
$250 thousand to $1 million |
|
|
12 |
|
|
|
13 |
|
|
|
13 |
|
$1 million to $5 million |
|
|
36 |
|
|
|
37 |
|
|
|
38 |
|
$5 million to $10 million |
|
|
22 |
|
|
|
26 |
|
|
|
24 |
|
$10 million to $20 million |
|
|
20 |
|
|
|
14 |
|
|
|
12 |
|
More than $20 million |
|
|
7 |
|
|
|
6 |
|
|
|
8 |
|
Commercial real estate underwriting standards
|
|
|
Maximum term:
|
|
Two years on unimproved land |
|
|
Three years on development loans |
|
|
|
Target loan size:
|
|
$1 million to $10 million |
|
|
|
Maximum loan-to-value requirements:
|
|
65% on unimproved land |
|
|
75% on land development |
|
|
80% on residential construction and |
|
|
income-producing properties |
|
|
|
Construction limits on residential projects:
|
|
Pre-sold inventory plus a maximum of |
|
|
six unsold single family homes or 10 unsold |
|
|
town homes |
RETAIL LOANS
We report three categories of retail loans. Of these three categories, we believe consumer
loan balances offer the best measure of our retail banking market position and client relationships
for two reasons. First, although we are among the leading originators of residential mortgages in
Delaware, we sell most newly originated fixed rate residential mortgages into the secondary market,
instead of recording these loans on our balance sheet. This has
|
|
|
|
|
14
|
|
MD&A
|
|
Wilmington Trust Corporation |
been our practice since 1986 and it is part of our interest rate risk management strategy,
which we discuss in more detail starting on page 43 of this report. Second, loans secured with
liquid collateral are associated mainly with Wealth Advisory Services (WAS) clients throughout the
United States, not Regional Banking clients. While we extend credit to WAS clients, it is not the
primary basis for establishing and building WAS client relationships. Changes in the balances of
loans secured with liquid collateral reflect the needs of WAS clients at a specific point in time,
and do not necessarily reflect the gain or loss of business.
Most of our consumer and residential mortgage loans are associated with clients in Delaware, which
is where we focus our branch banking activities. We discuss these loans in more detail in the
sections that follow.
Retail loan balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
(in millions, |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
on average) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Consumer loans |
|
$ |
1,458.2 |
|
|
$ |
1,329.3 |
|
|
$ |
1,134.1 |
|
|
|
9.7 |
% |
|
|
17.2 |
% |
Residential
mortgage loans |
|
|
495.2 |
|
|
|
438.6 |
|
|
|
453.8 |
|
|
|
12.9 |
% |
|
|
(3.3 |
)% |
Loans secured with
liquid collateral |
|
|
551.4 |
|
|
|
605.7 |
|
|
|
607.7 |
|
|
|
(9.0 |
)% |
|
|
(0.3 |
)% |
|
Total retail loans |
|
$ |
2,504.8 |
|
|
$ |
2,373.6 |
|
|
$ |
2,195.6 |
|
|
|
5.5 |
% |
|
|
8.1 |
% |
CONSUMER LOANS
Consumer loan balances were higher for 2006 and 2005 mainly due to higher loan volumes in two
categories: indirect loans and loans recorded as other consumer
loans. We continued to make most of
our consumer loans in Delaware, but the percentage of consumer loans from Pennsylvania,
Maryland,and New Jersey increased due to our expansion in those markets.
Consumer loan balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
(in millions, |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
on average) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Indirect loans |
|
$ |
657.3 |
|
|
$ |
605.1 |
|
|
$ |
532.4 |
|
|
|
8.6 |
% |
|
|
13.7 |
% |
Home equity
lines of credit |
|
|
321.9 |
|
|
|
323.3 |
|
|
|
268.7 |
|
|
|
(0.4 |
)% |
|
|
20.3 |
% |
Credit card loans |
|
|
60.9 |
|
|
|
59.0 |
|
|
|
57.4 |
|
|
|
3.2 |
% |
|
|
2.8 |
% |
Other consumer
loans |
|
|
418.1 |
|
|
|
341.9 |
|
|
|
275.6 |
|
|
|
22.3 |
% |
|
|
24.1 |
% |
|
Total consumer
loans |
|
$ |
1,458.2 |
|
|
$ |
1,329.3 |
|
|
$ |
1,134.1 |
|
|
|
9.7 |
% |
|
|
17.2 |
% |
REGIONAL BANKING
COMPETITIVE ADVANTAGES
Locally
based. Our clients like to work with bankers who are neighbors. We are more flexible
and responsive to clients than banks headquartered outside the Delaware Valley region.
Relationship focus. Long-term clients facing opportunities or challenges know we can support them
more consistently than transaction-oriented banks. Many of our banking relationships span multiple
generations.
Targeted
markets. We offer commercial banking services in four states, targeting family owned and
closely held businesses. We offer retail banking services in Delaware.
Team-based business model. We team commercial bankers and wealth advisors to help clients with
credit needs in the short-term and financial planning services over the long-term.
Market leadership. We have more loans and core deposits than any other full-service bank in
Delaware.1 We have 47 branches in Delaware, more than any other bank in the state. We
have 235 ATMs; 185 are in Delaware.
Brand recognition. Our reputation helps us attract new clients and deepen relationships with existing clients.
|
|
|
1 Source:Federal Deposit Insurance Corporation |
|
|
Loans recorded as other consumer loans accounted for most of the increase in total consumer
loans for 2006, on average. This category of consumer loans comprises a variety of personal and
installment loans to individuals, including home equity loans. Most of these loans are fixed rate
loans. Home equity loan balances rose in 2006, mainly because the market interest rate environment
generated higher demand for this fixed rate product, which caused the balances of home equity lines
of credit, most of which have floating rates, to decrease.
Indirect loan balances rose in 2006 mainly because we focused on making more of these loans in
Pennsylvania, Maryland, and New Jersey. Indirect loans are loans that involve three parties:
merchants who extend credit to customers; borrowers who seek
financing; and financial institutions
that provide financing. We make almost all of our indirect loans through automobile dealerships,
which is an extension of the commercial banking relationships we have with many of the leading
automobile dealerships in the region. In 2006 approximately 63% of the indirect automobile loans we
originated were for late-model used cars. This is an attractive market because loans for late-model
used cars typically have shorter terms and higher yields than loans for new cars.
When auto manufacturers offer preferential financing on new cars, we typically experience lower
demand for new car loans. In 2006 auto manufacturers offered low-rate financing programs throughout
the year, which is why the growth rate in indirect loan balances was lower for 2006 than for 2005.
Geographic sources of consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Percentage booked
in Delaware |
|
|
78 |
% |
|
|
81 |
% |
|
|
84 |
% |
Percentage booked
in Pennsylvania |
|
|
7 |
|
|
|
6 |
|
|
|
7 |
|
Percentage booked
in Maryland |
|
|
15 |
|
|
|
13 |
|
|
|
9 |
|
RESIDENTIAL MORTGAGE LOANS
Residential mortgage balances increased in 2006, as did the dollar volume of residential
mortgages we originated, but there was a decrease in the actual number of residential mortgages we
originated. Changes in our residential mortgage balances may not correspond with changes in
origination (new loan) volumes because, as noted earlier, we sell most of the fixed rate residential
mortgages we originate into the secondary market instead of recording them on our balance sheet.
Residential mortgage activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Number of residential
mortgages originated |
|
|
972 |
|
|
|
1,077 |
|
|
|
834 |
|
|
|
(9.7 |
)% |
|
|
29.1 |
% |
Residential mortgage
origination volumes |
|
$ |
225.3 |
|
|
$ |
221.0 |
|
|
$ |
136.6 |
|
|
|
1.9 |
% |
|
|
61.8 |
% |
Residential mortgage
balances, on average |
|
$ |
495.2 |
|
|
$ |
438.6 |
|
|
$ |
453.8 |
|
|
|
12.9 |
% |
|
|
(3.3 |
)% |
|
|
|
|
|
16
|
|
MD&A
|
|
Wilmington Trust Corporation |
Compared
to 2005, residential mortgage balances were higher for 2006, but the number of
originations was lower. There were several reasons for this. First, the average loan size for a
residential mortgage was 13% larger in 2006 than in 2005. This means it took fewer originations to
generate higher balances. Second, the market interest rate environment caused a slowdown in the pace
of refinancings and paydowns, actions that typically reduce loan balances. Third, our residential
mortgage balances include loans for low-income housing that we purchase and retain as part of our
compliance with the Community Reinvestment Act (CRA). CRA loans we purchase add to our residential
mortgage balances but they are not included in our origination volumes.
At the end of 2006, there were no interest-only mortgages, payment option adjustable rate
mortgages, negatively amortizing adjustable rate mortgages, or other types of nontraditional
mortgages in our residential mortgage portfolio.
Geographic sources of loans and deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year |
|
|
|
|
|
|
|
|
|
ended |
|
|
|
|
|
|
|
|
|
December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Loan balances, on average: |
|
|
|
|
|
|
|
|
|
|
|
|
Percent from
Delaware market |
|
|
73 |
% |
|
|
75 |
% |
|
|
77 |
% |
Percent from
Pennsylvania
market |
|
|
22 |
|
|
|
21 |
|
|
|
20 |
|
Percent from
other markets |
|
|
5 |
|
|
|
4 |
|
|
|
3 |
|
|
Core deposit balances,
on average: |
|
|
|
|
|
|
|
|
|
|
|
|
Percent from
Delaware market |
|
|
94 |
|
|
|
94 |
|
|
|
95 |
|
Percent from
Pennsylvania
market |
|
|
5 |
|
|
|
5 |
|
|
|
4 |
|
Percent from
other markets |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
CORE DEPOSITS
We record two major types of deposits: core deposits, which come from our clients, and
national deposits, which consist of national money market deposits and national certificates of
deposit (CDs) ³ $100,000. These
national deposits do not come from clients; we purchase them on
a wholesale or brokered basis primarily from money center banks. We use national deposits in our
funding and interest rate risk management strategies, which we discuss in more detail beginning on
pages 32 and 43 of this report.
Of the two types of deposits we record, we believe core deposit balances offer the better measure of
trends in our Regional Banking business. We record five categories of core deposits, two of which
are for CDs. We categorize CDs by size to comply with regulatory requirements. We call core deposits
that are CDs ³ $100,000 local
CDs to distinguish them from the national CDs that we do not
count as core deposits. Although some institutions do not recognize local CDs as core deposits, we
do, because these deposits are from clients, not brokers or wholesalers. Most local CDs are
deposits from clients in the Delaware Valley region, including commercial banking clients and
municipalities, which frequently use these CDs to generate returns on their excess cash.
Core deposit balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
(in millions, |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
on average) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Noninterest-bearing
demand deposits |
|
$ |
759.1 |
|
|
$ |
992.0 |
|
|
$ |
927.5 |
|
|
|
(23.5 |
)% |
|
|
7.0 |
% |
Savings deposits |
|
|
311.4 |
|
|
|
344.9 |
|
|
|
369.1 |
|
|
|
(9.7 |
)% |
|
|
(6.6 |
)% |
Interest-bearing
demand deposits |
|
|
2,347.5 |
|
|
|
2,303.8 |
|
|
|
2,311.1 |
|
|
|
1.9 |
% |
|
|
(0.3 |
)% |
CDs < $100,000 |
|
|
979.4 |
|
|
|
824.4 |
|
|
|
768.3 |
|
|
|
18.8 |
% |
|
|
7.3 |
% |
Local CDs ³ $100,000 |
|
|
521.7 |
|
|
|
401.5 |
|
|
|
177.7 |
|
|
|
29.9 |
% |
|
|
125.9 |
% |
|
Total core deposits |
|
$ |
4,919.1 |
|
|
$ |
4,866.6 |
|
|
$ |
4,553.7 |
|
|
|
1.1 |
% |
|
|
6.9 |
% |
Local
CDs ³$100, 000 by type of client
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
2005 |
|
DE consumer clients |
|
|
74 |
% |
|
|
65 |
% |
DE commercial banking clients |
|
|
11 |
|
|
|
12 |
|
PA commercial banking clients |
|
|
8 |
|
|
|
9 |
|
Wealth
Advisory Services clients |
|
|
7 |
|
|
|
14 |
|
CD balances rose substantially in 2006. We attribute this to client demand for instruments
with attractive, guaranteed rates of return and to the success of rate promotions we offered at
various times during the year.
The CD balance increases were offset by declines in noninterest-bearing demand and savings deposit
balances. We believe these decreases reflected renewed client demand for instruments with higher
yields, as market interest rates rose from their 2004 lows and as equity markets rebounded in the
second half of 2006.
Account sweeps we instituted in December 2005 contributed to the 2006 decrease in noninterest-bearing demand deposits. In these sweeps, we transfer funds from commercial noninterest-bearing demand accounts into overnight money market deposits. By sweeping these
commercial accounts daily, we lower the deposit reserve requirements mandated by the Federal
Reserve and ultimately reduce our borrowing costs and uninvested cash balances. These sweeps
accounted for approximately $160 million of the 2006 decrease in noninterest-bearing demand
balances.
CORPORATE CLIENT SERVICES
OVERVIEW
The Corporate Client Services (CCS) business serves institutional clients who seek the
advantageous legal, tax, and creditor protections available in jurisdictions in the United
States, the Caribbean, and Europe. We provide a variety of trustee, agency, asset management, and
administrative services for clients who use capital markets financing structures, who seek to
establish and maintain legal residency for special purpose entities, and who use independent
trustees to hold retirement plan assets. We group these services into four categories: capital
markets services, entity management services, retirement services, and investment and cash
management services.
Capital markets services include owner trustee, indenture trustee, and other specialized services
for capital markets transactions, including asset-backed securitizations and other types of
structures, as well as for equipment financing that involves aircraft, power generating
facilities, ships, and other types of capital equipment. We also serve as indenture, successor,
collateral, or liquidating trustee in corporate debt issuances, reorganizations, debt
restructurings, mergers, and bankruptcies. In addition, we provide indenture trustee,
administrative, and analytical services for collateralized debt obligations.
Entity management services are services that help special purpose entities and captive insurance
companies comply with legal residency requirements in preferred jurisdictions. We provide
independent directors, office space, and administrative services for these entities.
CORPORATE CLIENT SERVICES
COMPETITIVE ADVANTAGES
Conflict-free. We are an independent service provider with no lending or securities
underwriting conflicts of interest.
Credibility. We have extensive experience and international brand recognition and this is a core
business for us, not an add-on accommodation.
Market presence. We have deep knowledge of jurisdictional advantages in the United States,
Europe, and the Caribbean.
Superior service. We offer clients the convenience of using a single provider for services in
multiple jurisdictions.
|
|
|
|
|
|
18 MD&A
|
|
Wilmington Trust Corporation |
Retirement services include trustee, administrative, and custodial services for 401(k) and
other types of retirement plans for which plan sponsors use different investment management, recordkeeping, and trustee service providers.
Investment and cash management services help clients increase the returns on short-term investments
and other fixed income portfolios.
Most CCS revenue is based not on asset values but on the scope and complexity of services we
provide, which can range from office management to representing investors on creditors committees
in corporate restructurings and bankruptcies. The administrative services CCS provides include
preparing and filing statutory and tax documents, bookkeeping, collecting and issuing payments,
serving as registered agent or auction agent, arranging meetings, and other functions. Most CCS
contracts span multiple years.
We are not owners or unsecured creditors of the assets or entities for which we serve as trustee or
administrator. None of these assets is included on our balance sheet. Only the assets for which we
serve as custodian and the funds for which we provide investment management are included in our
assets under management or administration.
We have CCS clients in 86 countries. We have CCS offices in Delaware, Nevada, New York, South
Carolina, Vermont, Cayman Islands, Channel Islands, England, Ireland, and Germany. At the end of
2006, the CCS business had 286 full-time-equivalent staff members.
Corporate Client Services revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
For the year ended December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
2005 vs. |
(dollars in millions) |
|
2006 |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
Capital markets |
|
$ |
37.0 |
|
|
$ |
34.3 |
|
|
$ |
31.7 |
|
|
|
7.9 |
% |
|
|
8.2 |
% |
Entity management |
|
|
26.8 |
|
|
|
23.6 |
|
|
|
22.6 |
|
|
|
13.6 |
% |
|
|
4.4 |
% |
Retirement services |
|
|
11.5 |
|
|
|
10.7 |
|
|
|
9.2 |
|
|
|
7.5 |
% |
|
|
16.3 |
% |
Investment and
cash management |
|
|
10.3 |
|
|
|
7.7 |
|
|
|
8.1 |
|
|
|
33.8 |
% |
|
|
(4.9 |
)% |
|
Total CCS revenue |
|
$ |
85.6 |
|
|
$ |
76.3 |
|
|
$ |
71.6 |
|
|
|
12.2 |
% |
|
|
6.6 |
% |
CCS RESULTS
In 2006 CCS generated record-high revenue, and increased its profitability and efficiency,
due largely to business activity in Europe, demand for our investment and cash management
services, and an acquisition in the Cayman Islands.
We marketed our fixed income investment and cash management capabilities more actively. This
helped us attract new clients and more business from existing clients who 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 our retirement services
clients also use these services to manage retirement plan assets. Most of the revenue from these
services is based on money market mutual fund balances. The remainder is based on the valuations
of investment-grade, fixed income securities.
We developed more business in Europe, which drove the growth in entity management revenue.
Ireland is now one of Europes most favorable jurisdictions, and there was considerable demand for
services that support special purpose entities in that country. In addition, the market for
asset-backed securitizations (ABS) continued to expand. The ABS market is growing more rapidly in
Europe than in the United States, which creates considerable opportunity for growth.
In the United States, most of the ABS transactions we support are in trusts, and we record the
fees for those services as capital markets revenue. We record fees from ABS transactions in Europe
primarily as entity management revenue, because many European ABS structures use special purpose
entities. Most of the ABS transactions we supported in 2006 were backed by residential mortgages,
commercial mortgages, and credit card receivables.
We expanded our physical presence in Europe. We opened an office in Frankfurt, Germany, home to
the German central bank and the largest financial center in continental Europe. This office
positions us to capture more of the demand spurred by the German True Sale Initiative, which
allows ABS issuers to domicile transactions in Germany if they use service providers that maintain
offices in Germany.
In addition, we hired a market leader for our European business, which has been expanding since
2002, when we acquired the London-based firm now known as Wilmington Trust SP Services (London)
Limited. That acquisition gave us a small presence in Ireland, which we expanded in 2004 by
opening an office in Dublin.
We grew our entity management business in the Cayman Islands. We acquired the PwC Corporate
Services business in the Cayman Islands from accounting firm PricewaterhouseCoopers, which
enhanced our product scope and expertise, added several hundred new accounts, and increased our
share of the market for services in this advantageous jurisdiction.
The capital markets component continued to account for the majority of CCS revenue. Business was
strong in 2006 for collateral trustee, successor trustee, commercial mortgage-backed defeasance,
and tender option bond services, but revenue from ABS services was lower in the U. S. market. The
dollar volume of ABS transactions rose in 2006, but there were fewer issues and competitive
pressures eroded pricing. This affected capital markets revenue, because we price capital markets
services on transaction complexity, not asset valuation.
We added new products and capabilities. Chief among these was a significant expansion of services
that support collateralized debt obligations (CDOs), which comprise one of the fastest-growing
structured finance markets in the world. CDOs are sophisticated financial instruments that banks,
|
|
|
|
|
|
20 MD&A
|
|
Wilmington Trust Corporation |
insurance companies, and securities issuers and investors use to hedge against risk,
increase investment return, and fulfill other capital management needs. Until 2006 our CDO
capabilities consisted mainly of trust, custody, bookkeeping, and other related functions. In
2006 we formed a subsidiary with a New York-based team of seasoned financial specialists, who
added analytical services, compliance monitoring, and risk management to our scope of expertise.
We believe our CDO capabilities will add to capital markets revenue in the future.
We focused on niche markets for retirement services. We specialize in serving as trustee and
custodian for unbundled defined contribution retirement plans, like 401(k) plans, for which plan
sponsors use separate providers for asset management, recordkeeping, and trust services. We
market our trust services in conjunction with many of the industrys leading recordkeepers and
third-party administrators. Approximately 50% of retirement services revenue is based on the
valuations of retirement plan assets. The remainder is priced on a fee-for-service basis. This
business generates revenue consistently because, as plan participants add to their plans, the
asset valuations increase and generate higher fees. Market appreciation was a factor in the
increases in retirement services revenue in 2006 and 2005.
CORPORATE CLIENT SERVICES PROFITABILITY
Net income from CCS was 31% higher for 2006 than for 2005 and the efficiency ratio improved,
due to the cumulative effect of the steps we have taken in recent years to extend our core
capabilities into more jurisdictions, tap new opportunities for growth, and expand our product
scope.
While most CCS income is noninterest income, CCS also generates net interest income from clients
who use our banking services. We do not attribute any provision for loan losses to CCS because we
do not make loans to CCS clients.
Corporate
Client Services
contributed approximately:
16% of total revenue,
17% of expenses,
10% of net income1 , and
$0. 27 of earnings per share for 2006.
|
|
|
1 |
|
Excluding impairment write-down. Including impairment
write-down, CCS contributed 13% of net income. |
Corporate Client Services profitability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
|
|
|
|
|
(dollars in millions) |
|
|
2006 |
|
|
|
2005 |
|
|
|
2004 |
|
|
Net interest income |
|
$ |
15.0 |
|
|
$ |
11.4 |
|
|
$ |
10.0 |
|
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income |
|
|
95.3 |
|
|
|
84.5 |
|
|
|
80.7 |
|
Noninterest expense |
|
|
(81.4 |
) |
|
|
(73.5 |
) |
|
|
(67.7 |
) |
Income before taxes and minority interest |
|
|
28.9 |
|
|
|
22.4 |
|
|
|
23.0 |
|
Taxes and minority interest |
|
|
(10.1 |
) |
|
|
(8.1 |
) |
|
|
(8.9 |
) |
|
Net income |
|
$ |
18.8 |
|
|
$ |
14.3 |
|
|
$ |
14.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio |
|
|
73.67 |
% |
|
|
76.48 |
% |
|
|
74.40 |
% |
For more information about the profitability of the CCS business, please see Note 21,
Segment reporting, which begins on page 98 of this report.
WEALTH ADVISORY SERVICES
OVERVIEW
The Wealth Advisory Services (WAS) business provides asset management, family office, and
fiduciary services for high-net-worth individuals and families. We specialize in planning for the
growth, protection, and transfer of wealth across multiple generations and we target clients with
liquid assets of $10 million or more.
WEALTH
ADVISORY SERVICES
COMPETITIVE ADVANTAGES
100+ years of experience. We were founded by members of the du Pont family in 1903.
Holistic approach. We provide comprehensive services that help clients grow, preserve, and
transfer wealth.
Objective investment advice. We use a combination of in-house and third-party investment managers.
In-depth knowledge of Delawares legal and tax advantages. Non-Delaware residents who establish
trusts in Delaware benefit from legal and tax advantages that are not available for trusts governed
by the laws of other states.
Brand recognition. Trust and estate attorneys and tax advisors throughout the United States
recognize us as a premier provider of trust and other fiduciary services. Most of our business
development comes from these advisors and referrals from existing clients.
Long-term relationships. We focus on building relationships, not selling products. Some of our
family relationships span five generations.
For WAS clients, managing investment risk is as important as increasing investment return. We
help clients meet both objectives by emphasizing diversification and by using forward-looking asset
allocation, tactical rebalancing, and a blend of active and passive funds. We provide
objectivity by using a mix of investment managers. For fixed income and core equity investment
management, we have in-house experts. For other asset classes and styles, we use independent
investment managers. We can structure investments in everything from limited partnerships to
mutual funds, which means that all clients, regardless of account size, have access to our best
thinking.
For family office clients, we help identify, review, consolidate, and execute financial and
life-style management needs. We specialize in four areas: legal structures for family offices,
considerations for clients with inherited wealth, compensation strategies for corporate
executives, and the needs of entertainment and sports figures. We offer a variety of services,
including family governance planning, real estate acquisition and disposition, cash flow management
and budgeting, tax planning and compliance, risk assessment, insurance oversight, family
security, bill payment, and payroll management, among others. Family office clients may or may not
also use our asset management services.
Our fiduciary services include trust, administrative, tax, philanthropic, and estate settlement
services. We also provide private banking and custom lending services.
We have WAS clients in 36 countries. We have WAS offices in California, Connecticut, Delaware,
Florida, Georgia, Maryland, New Jersey, New York, and Pennsylvania. At the end of 2006, there
were 501 full-time-equivalent WAS staff members.
WE REPORT WAS REVENUE IN THREE COMPONENTS:
Trust and investment advisory revenue, which comes from asset management, asset allocation,
and trust management services. Fees for these services are tied to the market values of client
assets we manage, direct, or hold in custody, and they fluctuate with financial market movements.
At the end of 2006, approximately 50% of these fees were based on equity market valuations.
|
|
|
|
|
|
22 MD&A
|
|
Wilmington Trust Corporation |
Planning and other services revenue, which comes from family office, financial planning,
estate settlement, tax, and other services. Fees for these services are based on the level and
complexity of the service we provide, not on asset valuations. These fees can vary widely in
amount, and portions of them may be nonrecurring. It is not unusual for this category of revenue to
fluctuate up or down from one reporting period to another, because these fees reflect client
demand at any given point in time.
Mutual fund revenue, which is based on money market mutual fund and cash valuations and not based
on equity valuations. We include revenue from equity market mutual funds in the trust and
investment advisory services component of WAS revenue.
We think that revenue is a better indicator of WAS business trends than assets under management
because asset management is only one of the services this business provides. Also, since most of
the assets we manage for clients are held in trusts, the levels of managed assets are affected not
just by business flows and financial market movements but also by trust distributions. For more
information about our assets under management, please see the
discussion that begins on page 26 of
this report.
Wealth Advisory Services revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
For the year ended December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
2005 vs. |
(in millions) |
|
|
2006 |
|
|
|
2005 |
|
|
|
2004 |
|
|
|
2005 |
|
|
|
2004 |
|
Trust and investment
advisory services |
|
$ |
136.1 |
|
|
$ |
123.9 |
|
|
$ |
111.0 |
|
|
|
9.8 |
% |
|
|
11.6 |
% |
Planning and
other services |
|
|
20.2 |
|
|
|
17.8 |
|
|
|
19.2 |
|
|
|
13.5 |
% |
|
|
(7.3 |
)% |
Mutual fund fees |
|
|
35.7 |
|
|
|
30.4 |
|
|
|
25.4 |
|
|
|
17.4 |
% |
|
|
19.7 |
% |
|
Total WAS revenue |
|
$ |
192.0 |
|
|
$ |
172.1 |
|
|
$ |
155.6 |
|
|
|
11.6 |
% |
|
|
10.6 |
% |
WAS RESULTS
WAS revenue, profitability, and efficiency rose in 2006 mainly because the services we have
added, the new markets we have entered, and the staff we have hired in recent years produced
higher volumes of business.
We expanded family office services on the East Coast. At the end of 2005, we had 45 family office
staff members, most of whom were in Beverly Hills. By the end of 2006, we had 79 family office
staff members located, in addition to Beverly Hills, in Wilmington, Princeton, New York, and in
a new office we opened in Stamford, Connecticut. The staff we hired in 2006 added expertise in
family office legal structures, strategies for inherited wealth, and compensation strategies for
corporate executives. These new capabilities complement the services we provide for entertainment
and sports figures through Grant Tani Barash & Altman, the Beverly Hills-based business management
firm we acquired in 2004.
The family office expansion accounted for much of the increase in planning revenue. We think
that our 2006 investments in family office services give us a scope of capabilities that is
unmatched in the industry. Industry studies cite family office services as those most in demand by
high-net-worth clients and we see considerable opportunities for growth in this area.
We opened new offices in Pennsylvania and New Jersey and added staff in other markets. In
conjunction with Regional Banking, we opened new offices in the Lehigh Valley area of Eastern
Pennsylvania, and in Princeton, New Jersey, and staffed them with teams of commercial bankers and
private client advisors. We also added staff in New York and Atlanta.
Trust and investment advisory services continued to account for the majority of WAS revenue.
Growth in trust and investment advisory revenue for 2006 outpaced the Standard & Poors 500 index
for the year, illustrating strong new business development. We believe the S&P 500 is a good proxy
for the equity investments in client portfolios.
We enhanced our investment platform. We added a multi-manager real assets fund and two
fundamentally weighted mutual funds to the Wilmington Funds family of mutual funds, which now
comprises 24 mutual funds that offer a range of investment options.
We increased external distribution of our investment management capabilities. We joined several
no-transaction-fee broker/dealer investment platforms, including Pershing LLCs FundVest® mutual
fund platform, Fidelity Investments Fidelity FundsNetwork® and Institutional FundsNetwork, SM
TD Ameritrades Ameritrade Connection (AMCON), and Schwab OneSource. ®
WAS sales rose 6% to $20.0 million. Sales were particularly strong in the Pennsylvania market,
due in part to our new office in the Lehigh Valley.
We captured second place in the mixed-equity funds category of the 2006 Lipper/Barrons Fund
Families Survey of relative mutual fund performance. 1
We were ranked 22nd overall out of the 67 fund families in the survey.
Our staff earned national recognition. Two of our private client advisors, Ralph Wileczek and
Thomas Hakala, were named to Worth magazines list of Top100 Wealth Advisors for the third
consecutive year. The head of our New York office, Tony Guernsey, received the 2006 Lifetime
Achievement Award from Private Asset Management, one of Institutional Investor, Inc.s
publications.
1 Source: Best of the Best by Lawrence C. Strauss, Barrons, February 5, 2007.
|
|
|
|
|
|
24 MD&A
|
|
Wilmington Trust Corporation |
Wealth Advisory Services
contributed approximately:
29% of total revenue,
34% of expenses,
16% of net income1 , and
$0. 42 of earnings per share for 2006.
|
|
|
1 |
|
Excluding impairment write-down. Including impairment write-down WAS contributed 20% of net income. |
WEALTH ADVISORY SERVICES PROFITABILITY
WAS net income was 11% higher for 2006 than for 2005. The net income growth and efficiency
improvements since 2004 show how we are leveraging the new markets, capabilities, and staff
additions in which we have invested in recent years. WAS profitability improved in 2006 even
though the costs of launching the WFO were greater than we had anticipated. Instead of adding a few
new staff members over the next few years, as we had planned, we had the opportunity to hire teams
of experts who became available in Wilmington and New York, and we added 25 staff members and
opened the Connecticut office. While the magnitude of these investments accelerated expenses in
2006, we expect the depth of capabilities we now have to accelerate the opportunities for revenue
growth in the future.
The majority of WAS income is noninterest income, but the business also generates net interest
income from private banking and custom lending services. We also attribute a portion of the
provision for loan losses to WAS. For more information about the profitability of the WAS business,
please see Note 21, Segment reporting, which begins on
page 98 of this report.
Wealth Advisory Services profitability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
|
|
|
|
|
(dollars in millions) |
|
|
2006 |
|
|
|
2005 |
|
|
|
2004 |
|
|
Net interest income |
|
$ |
25.7 |
|
|
$ |
24.1 |
|
|
$ |
23.3 |
|
Provision for loan losses |
|
|
(0.8 |
) |
|
|
(0.6 |
) |
|
|
(0.1 |
) |
Noninterest income |
|
|
179.2 |
|
|
|
160.8 |
|
|
|
144.6 |
|
Noninterest expense |
|
|
(159.3 |
) |
|
|
(144.4 |
) |
|
|
(138.3 |
) |
Income before taxes and minority interest |
|
|
44.8 |
|
|
|
39.9 |
|
|
|
29.5 |
|
Taxes and minority interest |
|
|
(15.4 |
) |
|
|
(13.5 |
) |
|
|
(11.8 |
) |
|
Net income |
|
$ |
29.4 |
|
|
$ |
26.4 |
|
|
$ |
17.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio |
|
|
77.63 |
% |
|
|
77.97 |
% |
|
|
82.22 |
% |
Percentage contribution to total WAS sales by market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
2005 |
|
|
|
2004 |
|
|
California |
|
|
4 |
% |
|
|
5 |
% |
|
|
7 |
% |
Delaware |
|
|
55 |
% |
|
|
48 |
% |
|
|
52 |
% |
Florida |
|
|
8 |
% |
|
|
8 |
% |
|
|
5 |
% |
Georgia |
|
|
3 |
% |
|
|
6 |
% |
|
|
7 |
% |
Maryland |
|
|
2 |
% |
|
|
2 |
% |
|
|
1 |
% |
New York |
|
|
11 |
% |
|
|
14 |
% |
|
|
15 |
% |
Pennsylvania |
|
|
17 |
% |
|
|
17 |
% |
|
|
13 |
% |
Total WAS sales (in millions) |
|
$ |
20.0 |
|
|
$ |
18.9 |
|
|
$ |
21.5 |
|
Sales recorded for Delaware include business from clients in other states who choose to
establish accounts in Delaware to benefit from Delawares trust, tax, and legal advantages, many
of which are not available for trusts governed by the laws of other states. We attribute these
sales to Delaware because we serve these clients from our Delaware headquarters.
ASSETS UNDER MANAGEMENT AND ADMINISTRATION
Assets under management are assets for which we make investment decisions on behalf of our
clients. Most of the assets we manage come from Wealth Advisory Services (WAS) clients.
Assets under administration are assets we hold in custody or for which we serve as
fiduciary. Most of our assets under administration come from Corporate Client Services (CCS)
clients.
Changes in the levels of our assets under management or administration do not necessarily
indicate that we have gained or lost business. Since most of the assets we manage or
administer are held in trusts, the levels of these assets are affected not just by business
development and fluctuations in the financial markets, but also the distribution of funds
from trusts for tax payments, philanthropic obligations, discretionary
spending, trust
terminations, and other purposes. Asset levels also are affected by the duration of trust
agreements, which can range from a matter of months to 99 years or more.
We believe that changes in revenue are better indicators of WAS and CCS business trends than
changes in assets under management or administration, because:
|
|
Asset management is only one of the wealth management services we provide and the
investment strategies we design for clients take wealth planning, wealth preservation,
wealth transition, and tax considerations into account in addition to asset
appreciation. |
|
|
Only the portion of WAS revenue that we record as trust and
investment advisory revenue is based on asset
valuations. Trust and investment advisory revenue accounted
for 71% of total WAS revenue for 2006 and 2005. |
|
|
Delaware law permits direction trusts, in which clients may
establish trusts with a fiduciary institution and have the
assets in the trust managed by a different institution. The
fees we receive for direction trust services are based on
trust asset valuations but direction trust assets are not
included in our assets under management or administration. We
include direction trust fees in WAS trust and investment
advisory revenue. |
|
|
Except for revenue from investment and cash management
services, the majority of CCS revenue is generated on a
fee-for-service basis, regardless of the size of any
associated asset. |
|
|
Monetary assets we manage or administer for CCS clients can
fluctuate by hundreds of millions of dollars from one
reporting period to the next, depending on the clientscash
management needs. |
Wilmington Trust Corporation
26 MD&A
For more information about the portion of our revenue that
is based on financial market valuations, please read the section
on financial market risk that begins on page 46 of this report.
Client assets1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
As of December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(in billions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Assets under
management2 |
|
$ |
29.0 |
|
|
$ |
26.0 |
|
|
$ |
26.5 |
|
|
|
12 |
% |
|
|
(2 |
)% |
Assets under
administration |
|
|
76.3 |
|
|
|
74.9 |
|
|
|
72.5 |
|
|
|
2 |
% |
|
|
3 |
% |
|
Total |
|
$ |
105.3 |
|
|
$ |
100.9 |
|
|
$ |
99.0 |
|
|
|
4 |
% |
|
|
2 |
% |
|
|
|
1 |
|
Excluding Cramer Rosenthal McGlynn and Roxbury Capital Management |
|
2 |
|
Includes estimates of asset values that are not
readily ascertainable, such as those held in limited
partnerships |
Investment mix of assets under management1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Equities |
|
|
48 |
% |
|
|
56 |
% |
|
|
59 |
% |
Fixed income |
|
|
28 |
|
|
|
23 |
|
|
|
23 |
|
Cash and equivalents |
|
|
13 |
|
|
|
12 |
|
|
|
12 |
|
Other assets |
|
|
11 |
|
|
|
9 |
|
|
|
6 |
|
|
|
|
1 |
|
Excluding Cramer Rosenthal McGlynn and Roxbury Capital Management |
AFFILIATE MONEY MANAGERS
We have ownership positions in two money managers: Cramer
Rosenthal McGlynn (CRM), a value-style manager based in New York,
and Roxbury Capital Management (RCM), a growth-style manager
based in Santa Monica, California. We do not consolidate CRMs or
RCMs results in our financial statements because these firms
retain management controls, including veto powers, over a variety
of matters. The revenue we record from CRM and RCM is net of
expenses and based on our ownership position in each.
We affiliated with CRM and RCM in 1998 to gain expertise in
value- and growth-style equity investing, and to help us
establish offices in New York and southern California. In recent
years, our approach to investment management has evolved into an
open-architecture approach that uses a variety of independent
asset managers. Although we no longer rely as heavily on CRM and
RCM for investment management, our investments in them are
important sources of revenue. For more information about our
investments in CRM and RCM and their contributions to our
results, please see Note 4, Affiliates and acquisitions, Note
10, Goodwill and other intangible assets, and Note 21, Segment
reporting, which begin on pages 75, 81, and 98, respectively, of this
report.
2006 Annual Report
27
CRMs assets under management reached a new record high for
the fourth consecutive year. Asset inflows into CRMs small- and
mid-cap products, plus market appreciation, drove the
increases. Since most of CRMs revenue is based on asset
valuations, the growth in managed assets caused revenue to rise.
CRMs revenue also included incentive payments based on the
performance of hedge funds the firm manages.
Cramer Rosenthal McGlynn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Assets under
management
at CRM |
|
$ |
10,623.8 |
|
|
$ |
8,899.0 |
|
|
$ |
6,927.2 |
|
|
|
19.4 |
% |
|
|
28.5 |
% |
Revenue contribution
from CRM |
|
$ |
19.3 |
|
|
$ |
16.1 |
|
|
$ |
10.9 |
|
|
|
19.9 |
% |
|
|
47.7 |
% |
In 2005, revenue from CRM included a gain of approximately
$1.4 million on the sale of an equity investment. Absent this
gain, CRMs revenue contribution for 2005 would have been lower
and the percentage change from 2005 would have been higher.
Our ownership interest in CRM increased in the second quarter of
2006, as permitted by the put (relinquishment of interests)
provisions in our agreement with CRM. This increase had a nominal
effect on the revenue we receive from the firm.
Cramer Rosenthal McGlynn ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(%) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
1999 |
|
|
1998 |
|
|
Ownership
position
in CRM |
|
|
81.73 |
|
|
|
77.24 |
|
|
|
77.24 |
|
|
|
69.14 |
|
|
|
63.47 |
|
|
|
56.53 |
|
|
|
56.53 |
|
|
|
34.00 |
|
|
|
24.00 |
|
RCM took steps in 2006 to reposition itself in the
marketplace. The firm terminated its micro-cap fund, exited its
fixed income fund, and concentrated on its core competency of
growth-style investing. RCM was profitable in 2006 even though
the loss of fees from the discontinued funds, plus the expenses
incurred in their terminations, reduced the firms net
income. RCMs small- and mid-cap funds continued to perform well
and attract new assets throughout 2006. Our ownership position in
RCM has not changed since the fourth quarter of 2003.
Roxbury Capital Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Assets under
management
at RCM |
|
$ |
3,138.1 |
|
|
$ |
3,287.3 |
|
|
$ |
3,138.6 |
|
|
|
(4.5 |
)% |
|
|
4.7 |
% |
Revenue
contribution
from RCM |
|
$ |
1.2 |
|
|
$ |
1.4 |
|
|
$ |
1.6 |
|
|
|
(14.3 |
)% |
|
|
(12.5 |
)% |
Wilmington Trust Corporation
28 MD&A
Roxbury
Capital Management ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(%) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
1999 |
|
|
1998 |
|
|
Ownership
of RCMs
preferred
profits |
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
|
|
30 |
|
Ownership
of RCMs
common
interests |
|
|
41.23 |
|
|
|
41.23 |
|
|
|
41.23 |
|
|
|
41.23 |
|
|
|
40.91 |
|
|
|
40.25 |
|
|
|
10.96 |
|
|
|
|
|
|
|
|
|
Because RCMs decision to terminate its micro-cap fund and
exit its fixed income fund reduced current and future levels of
assets under management as well as client accounts, we reassessed
the valuation of our investment in RCM. We determined that our
investment in RCM was other than temporarily impaired, and that
the carrying value of our investment in RCM should be reduced
from $137.6 million to $65.3 million as of
September 30, 2006. We
recorded the difference of $72.3 million in our income statement
as a non-cash impairment write-down. For more information about
this impairment write-down, please see Note 4, Affiliates and
acquisitions, which begins on page 75 of this report, and Note
10,Goodwill and other intangible assets, which begins on
page 81
of this report.
CAPITAL RESOURCES
In this
section, we discuss how we manage capital in order to meet
or exceed appropriate standards of financial safety and
soundness, comply with regulatory requirements, and provide for
future growth. We use capital to support loan making and deposit
gathering; meet operational expenses; invest in buildings,
equipment, and technology; purchase investment securities; pay
dividends; make acquisitions and other expansion investments; and
meet other needs. Our wholly owned bank subsidiaries are the main
users of our capital, and they are subject to regulatory capital
requirements. Our advisory businesses are not as capital-intensive
and they are not subject to regulatory capital requirements.
Indicators of capital strength
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended |
|
2006 |
|
|
|
|
|
|
|
December 31 |
|
With |
|
|
Without |
|
|
|
|
|
|
|
(dollars in millions) |
|
impairment |
|
|
impairment |
|
|
2005 |
|
|
2004 |
|
|
Stockholders equity (period end) |
|
$ |
1,059.3 |
|
|
$ |
1,101.0 |
|
|
$ |
1,017.7 |
|
|
$ |
909.4 |
|
Stockholders equity (on average) |
|
$ |
1,059.1 |
|
|
$ |
1,069.7 |
|
|
$ |
949.3 |
|
|
$ |
854.3 |
|
Return on average
stockholders equity |
|
|
13.58 |
% |
|
|
17.34 |
% |
|
|
17.59 |
% |
|
|
16.02 |
% |
Return on average assets |
|
|
1.37 |
% |
|
|
1.76 |
% |
|
|
1.70 |
% |
|
|
1.50 |
% |
Capital generation ratio |
|
|
5.77 |
% |
|
|
9.87 |
% |
|
|
9.54 |
% |
|
|
7.70 |
% |
To calculate the capital generation ratio, we divide net
income, minus dividends paid, by the amount of stockholdersequity
at the end of the prior year.
2006 Annual Report
29
Since 1996 we have increased
stockholders equity at a compound
annual growth rate of 9%.
In that
time we have:
Made five acquisitions
Opened 12 new offices in nine new states
Expanded in four other states
Opened four offices in Europe
Invested in technology
Raised the cash dividend annually
Net income and capital growth rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage change at |
|
2006 |
|
|
|
|
|
|
|
December 31, compared |
|
With |
|
|
Without |
|
|
|
|
|
|
|
to prior year-end |
|
impairment |
|
|
impairment |
|
|
2005 |
|
|
2004 |
|
|
Growth in net income |
|
|
(13.9 |
)% |
|
|
11.1 |
% |
|
|
22.0 |
% |
|
|
4.6 |
% |
Growth in net income less
cash dividends paid |
|
|
(32.4 |
)% |
|
|
15.7 |
% |
|
|
40.2 |
% |
|
|
2.0 |
% |
Growth in stockholders
equity (period end) |
|
|
4.1 |
% |
|
|
8.2 |
% |
|
|
11.9 |
% |
|
|
13.0 |
% |
Growth in stockholders
equity (on average) |
|
|
11.6 |
% |
|
|
12.7 |
% |
|
|
11.1 |
% |
|
|
10.5 |
% |
We continued to increase capital levels while raising the
cash dividend and investing in growth opportunities.
Stockholders equity, on average, was 12% higher for 2006 than
for 2005, mainly because we added $58.7 million of retained
earnings (net income of $143.8 million minus $85.1 million in
cash dividend payments). For more information about additions to
and subtractions from capital in 2006, please see the
Consolidated statements of changes in stockholdersequityon
pages 66 and 67 of this report.
Cash dividend
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Dividend declared per share (annualized) |
|
$ |
1.26 |
|
|
$ |
1.20 |
|
|
$ |
1.14 |
|
Dividend paid per share |
|
$ |
1.245 |
|
|
$ |
1.185 |
|
|
$ |
1.125 |
|
Cost of dividend payments (in millions) |
|
$ |
85.1 |
|
|
$ |
80.2 |
|
|
$ |
75.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payout ratio |
|
|
59.18 |
% |
|
|
48.02 |
% |
|
|
54.78 |
% |
Dividend payout ratio (without impairment) |
|
|
45.88 |
% |
|
|
|
|
|
|
|
|
The non-cash impairment write-down on Roxbury Capital
Management lowered some capital metrics. Although no cash
exchanged hands, the impairment write-down reduced net
income, goodwill, and other assets. This, in turn, lowered some of
the ratios used to measure capital strength and performance, like
the returns on equity and assets, and the capital generation
ratio, and it inflated others, like the dividend payout ratio. We
show these ratios with and without the effects of the impairment,
because we believe excluding the impairment offers more relevant
information about our continuing operations.
In 2005 the capital generation ratio and the returns on equity
and assets were higher than for 2004 mainly because net income
growth was higher, net income growth outpaced capital growth, we
made fewer expansion investments, and we repurchased fewer shares
of our companys stock.
In 2006 our capital position remained
strong and we raised the cash dividend
for the 25th consecutive year.
Wilmington Trust Corporation
30 MD&A
Share repurchases increased. Our share repurchase activity
is driven mainly by how we choose to deploy capital. In 2005 our
share repurchase activity was modest, as we elected to retain
capital to support acquisitions and expansion activities. In
2006, as capital levels rose, our share repurchases increased.
Share repurchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Number of shares repurchased |
|
|
662,996 |
|
|
|
53,652 |
|
|
|
550,224 |
|
Average price per share repurchased |
|
$ |
43.93 |
|
|
$ |
35.88 |
|
|
$ |
36.11 |
|
Total cost of shares repurchased (in millions) |
|
$ |
29.1 |
|
|
$ |
1.9 |
|
|
$ |
19.9 |
|
Our current share repurchase plan, which was authorized by
our Board of Directors in April 2002, permits us to buy back up to
8 million shares of Wilmington Trust stock.
Status of current repurchase plan
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
|
Shares purchased under current plan |
|
|
1,351,241 |
|
Cost of current plan |
|
$53.4 million |
Shares remaining under current plan |
|
|
6,648,759 |
|
Our capital ratios continued to exceed the Federal Reserve
Boards minimum guidelines for both well-capitalized and
adequately capitalized institutions. To ensure that financial
institutions have enough capital to support their lending
activities, bank regulators establish
thresholds, expressed as ratios, of different types of capital
that banks must meet or exceed. The capital ratios are intended to
reflect the varying degrees of risk associated with different
types of on- and off-balance-sheet items, and they indicate
whether a bank has enough capital to support growth, absorb
losses, and invest in future opportunities. For more information
about what comprises these categories of capital and how they are
calculated, please see the UBPR Users Guide, which is published
by the Federal Financial Institutions Examination Council and
available at www.ffiec.gov/ubprguide.htm.
For more information about our capital, please read Note 15,
Capital requirements, which begins on page 87 of this report.
Regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum |
|
|
Minimum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to be |
|
|
to be |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
adequately |
|
|
well |
|
At December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
capitalized |
|
|
capitalized |
|
|
Total risk-based capital |
|
|
12.10 |
% |
|
|
11.84 |
% |
|
11.68 |
% |
|
8 |
% |
|
|
10 |
% |
Tier 1 risk-based capital |
|
|
8.25 |
% |
|
|
7.43 |
% |
|
6.99 |
% |
|
4 |
% |
|
|
6 |
% |
Tier 1 leverage capital |
|
|
7.39 |
% |
|
|
6.69 |
% |
|
5.96 |
% |
|
4 |
% |
|
|
5 |
% |
Our goal is to maintain capital
ratios at least 100 basis points higher
than the minimum for well-capitalized
institutions.
Our capital ratios have
exceeded the well-capitalized minimums
every year since regulators established
the minimums in 1984.
2006 Annual Report
31
LIQUIDITY AND FUNDING
Liquidity
is the ability to obtain cash, or to convert an
asset into cash, without substantially affecting the assets
price, in a timely manner at a reasonable cost. Liquidity
indicates how well a company is positioned to obtain the funding
it needs to conduct business. As a bank holding company, we need
liquidity to:
|
|
Support operating and investing activities. |
|
|
Meet increases in demand for loans and other assets. |
|
|
Provide for decreases in deposits and other funding sources. |
|
|
Comply with regulatory funding and liquidity requirements. |
|
|
Minimize the risk of having insufficient funds to conduct
business. |
Factors or conditions that could affect our liquidity include
changes in the types of assets and liabilities on our balance
sheet; our investment, loan, and deposit balances; our reputation;
and our credit ratings. A significant change in our financial
performance or credit ratings could reduce the availability or
increase the cost of funding. We monitor our existing and
projected liquidity requirements continually. We believe our
liquidity management practices give us the flexibility to react
to any changes that might affect our liquidity adversely.
Our sources of liquidity include
deposits, short- and long-term
borrowings, cash flow from our loan and
investment securities portfolios,
stockholders equity, and other credit
facilities.
MANAGING LIQUIDITY
We have a liquidity risk management policy that has been
established by our Asset/Liability Committee and approved by our
Board of Directors. This policy establishes procedures for
measuring liquidity needs and prescribes numeric parameters for
measuring liquidity risk on three-month, six-month, and one-year
time horizons.
We categorize liquidity risk into three levels that consider
various internal and external scenarios. Level I is the most
favorable level. It indicates a normal operating environment with
no funding pressures. At this level, the sources of funds
available to us are diverse, and we are able to access them
immediately at a reasonable cost and at the maturities we desire.
Level II indicates a state of warning. This scenario indicates
that funding difficulties could occur due to real or perceived
weakness in earnings, deterioration of asset quality, credit
rating downgrades, damage to our reputation, changes in the
economic or business environment, and other internal and external
factors. In a Level II scenario, we would report to the Board of
Directors and recommend an action plan that could include using
Federal Home Loan Bank borrowings to fill gaps in funding; selling
liquid securities; implementing a communications plan to clarify
market perceptions; and expanding retail deposit strategies.
Level III indicates that the current composition of the balance
sheet has created excessive liquidity risk. At this level, we
would report to the Board of Directors and implement a
contingency plan that could include the steps outlined for a
Level II scenario; restricting the acquisition of additional
assets; restricting additional lending activities; restricting
off-balance-sheet commitments; and selling liquid assets.
Wilmington Trust Corporation
32 MD&A
We use a funds-at-risk (FAR) ratio to measure liquidity risk. The FAR ratio, which we
calculate monthly, expresses on- and off-balance-sheet liquid assets as a percentage of wholesale
liabilities. The FAR ratio considers these items on three-month, six-month, and one-year time
horizons.
Our liquidity position remained strong in 2006.
At year-end 2006, we were operating within Level I parameters of our liquidity management policy.
In addition, our FAR ratio calculations placed our liquidity position within Level I parameters. We
have maintained a Level I position since the levels were established in 2004.
All three credit rating agencies affirmed our credit ratings in 2006. In addition, Standard &
Poors and Moodys Investor Services issued statements saying the non-cash impairment write-down on
Roxbury Capital Management would have no effect on our credit ratings. Changes, if any, to our
credit ratings are available at www.wilmingtontrust.com in the Investor Relations section.
All of our credit ratings:
|
|
Are investment grade |
|
|
Have been the same since August 2004 |
|
|
Substantiate our financial
stability and the consistency, over
time, of our earnings |
We believe our ability to obtain funding from the national markets mitigates our liquidity risk. In
many cases, national market investors use the findings of the major credit rating agencies
Standard & Poors, Moodys Investors Service, and Fitch to guide their decisions.
Wilmington Trust Company credit ratings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
Fitch |
|
|
Moodys |
|
|
S&P |
|
|
Short-term debt |
|
|
F1 |
|
|
|
P-1 |
|
|
|
A-1 |
|
Senior debt (long-term) |
|
|
A+ |
|
|
|
A2 |
|
|
|
A |
|
Bank deposits |
|
|
AA-/F1+ |
|
|
|
A2 |
|
|
|
A/A-1 |
|
Bank financial strength |
|
|
A/B |
|
|
|
C+ |
|
|
|
|
|
Wilmington Trust Corporation credit ratings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
Fitch |
|
|
Moodys |
|
|
S&P |
|
|
Outlook |
|
|
Stable |
|
|
|
Stable |
|
|
|
Stable |
|
Long-term issuer |
|
|
A+ |
|
|
|
A3 |
|
|
|
A- |
|
Short-term issuer |
|
|
F1 |
|
|
|
|
|
|
|
A-2 |
|
Senior unsecured debt |
|
|
A+ |
|
|
|
A3 |
|
|
|
A- |
|
Subordinated debt |
|
|
A |
|
|
|
Baa1 |
|
|
|
BBB+ |
|
Our sources of liquidity remained diversified. As of
December 31, 2006, our sources of liquidity included:
|
|
Core deposit balances of $5.13 billion. |
|
|
National money market deposits of $143.1 million. |
|
|
National CDs ³ $100,000 of $3.05 billion. |
|
|
Short-term borrowings of $1.16 billion. |
|
|
Long-term debt of $388.5 million. |
|
|
Stockholders equity of $1.06 billion. |
|
|
Investment securities of $2.11 billion. For more
information about our investment securities, please read the
discussion that begins on page 35 of this report. |
|
|
|
Borrowing capacity of $85 million from lines of credit with
U.S. financial institutions. |
|
|
|
Borrowing capacity of $843.5 million, secured with collateral, from the Federal Home Loan
Bank (FHLB) of Pittsburgh, of which Wilmington Trust Company and Wilmington Trust of
Pennsylvania are members, as of September 30, 2006. The FHLB adjusts our borrowing capacity on
a quarterly basis. Its adjustment calculations for December 31, 2006, were not available as of
the filing date of this report (March 1, 2007). |
Among the risks to our liquidity is a partial guaranty of a line of credit obligation for Cramer
Rosenthal McGlynn (CRM). At December 31, 2006, this line of credit was $3.0 million, the balance
was zero, and our guaranty was for 81.73%, an amount equal to our ownership interest in CRM. This
line of credit is scheduled to expire on December 3, 2007.
Core deposits were our primary source of funding in 2006. Our other main sources of funding were
national CDs ³ $100,000 and short-term borrowings. National CDs ³ $100,000 accounted for a
larger percentage of funding than for 2005 and 2004 because we used more of these CDs to support
loan growth. The percentage of funding from short-term borrowings declined because rates were more
favorable on national CDs ³ $100,000.
Our mix of funding sources supports our Regional Banking business model and helps us manage
interest rate risk.
As we expand our commercial banking business throughout the Delaware Valley region, we expect that
loan growth will continue to outpace core deposit growth, and we will
continue to use a blend of
core deposits and national funding to support loan growth.
The market interest rate environment caused funding costs to increase in 2006. For more information
about yields and rates, please see the interest rate risk discussion
that begins on page 43 of this
report.
We are developing other sources of funds. Late in 2006 we launched an Internet-only delivery
channel, WTDirect, with a high-yield savings account targeted to the mass affluent market. This
product has the potential to provide additional core deposits in the future.
Sources of funding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of funding |
|
|
|
|
|
|
(based on daily average balances) |
|
2006 |
|
2005 |
|
2004 |
|
Core deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand |
|
|
8.6 |
% |
|
|
12.0 |
% |
|
|
12.0 |
% |
Savings |
|
|
3.5 |
|
|
|
4.2 |
|
|
|
4.8 |
|
Interest-bearing demand |
|
|
26.4 |
|
|
|
27.8 |
|
|
|
30.0 |
|
CDs < $100,000 |
|
|
11.0 |
|
|
|
10.0 |
|
|
|
10.0 |
|
Local CDs ³ $100,000 |
|
|
5.9 |
|
|
|
4.8 |
|
|
|
2.3 |
|
|
Total core deposits |
|
|
55.4 |
% |
|
|
58.8 |
% |
|
|
59.1 |
% |
National funding: |
|
|
|
|
|
|
|
|
|
|
|
|
National money market deposits |
|
|
0.2 |
% |
|
|
|
% |
|
|
|
% |
National CDs ³ $100,000 |
|
|
31.6 |
|
|
|
27.8 |
|
|
|
26.4 |
|
Short-term borrowings |
|
|
12.8 |
|
|
|
13.4 |
|
|
|
14.5 |
|
|
Total national funding |
|
|
44.6 |
% |
|
|
41.2 |
% |
|
|
40.9 |
% |
|
|
|
|
|
|
34 MD&A
|
|
Wilmington Trust Corporation |
WHY NATIONAL FUNDING WORKS FOR US
There is an inherent disparity between loan growth and core deposit growth in our Regional
Banking business model, because we make commercial loans in four states, but gather core deposits
mainly in Delaware. To compensate, we support loan growth with a blend of core deposits and
national funding. National funding works for us because:
|
|
It is a cost-effective way to add deposits without having to invest capital in a large-scale
expansion of our branch office network. |
|
|
It helps us curb annual operating expense growth. On an absolute basis, national funding
rates tend to be higher than core deposit rates, but core deposit rates do not include the
all-in expense of staffing and operating a branch office network. |
|
|
It helps our Regional Banking business produce an efficiency ratio that is much better than
our peer average. For more information about this, please see the Regional Banking discussion
that begins on page 10 of this report. |
|
|
It helps us manage interest rate risk, because we can match the repricing characteristics of
wholesale funds closely with the repricing characteristics of floating rate loans. We adjust
the mix between national CDs ³ $100,000 and short-term borrowings, depending on which has
more favorable terms. |
Average funding costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
2006 |
|
2005 |
|
2004 |
|
Core interest-bearing deposits |
|
|
2.08 |
% |
|
|
1.39 |
% |
|
|
0.85 |
% |
National money market deposits |
|
|
5.39 |
% |
|
|
|
|
|
|
|
|
National CDs ³ $100,000 |
|
|
5.12 |
% |
|
|
3.36 |
% |
|
|
1.44 |
% |
Short-term borrowings |
|
|
4.77 |
% |
|
|
3.20 |
% |
|
|
1.63 |
% |
Total funds to support earning assets |
|
|
3.22 |
% |
|
|
2.09 |
% |
|
|
1.10 |
% |
INVESTMENT SECURITIES PORTFOLIO
On average, the size of our investment securities portfolio for 2006 was less than 1% higher
than for 2005. On a period-end basis, the portfolio was 10% higher at year-end 2006 than 2005,
mainly because we added investments late in 2006 to collateralize cash sweeps on short-term
borrowings. We offer these sweeps to our best commercial clients, who use these products to manage
their short-term cash needs.
In the 2006 fourth quarter, these sweep balances were higher than we had anticipated, and we were
required to purchase a like amount of securities for collateral. Adding these investments reduced
the net interest margin for the 2006 fourth quarter by approximately 10 basis points. For more
information about the net interest margin, please read the discussion of interest rate risk that
begins on page 43 of this report.
Investment
securities portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
As of December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Period-end balances |
|
$ |
2,114.6 |
|
|
$ |
1,928.8 |
|
|
$ |
1,813.3 |
|
|
|
9.6 |
% |
|
|
6.4 |
% |
Average balances |
|
$ |
1,893.1 |
|
|
$ |
1,876.6 |
|
|
$ |
1,868.5 |
|
|
|
0.9 |
% |
|
|
0.4 |
% |
Approximate cash
flow generated |
|
$ |
302.2 |
|
|
$ |
387.5 |
|
|
$ |
718.8 |
|
|
|
(22.0 |
)% |
|
|
(46.1 |
)% |
We structure our investment securities portfolio to generate cash flow, to help manage
interest rate risk, and to provide collateral for deposits and other liabilities.
We do not invest
in securities for trading purposes.
We invest only in securities with an investment grade of A or better, as rated by Standard &
Poors or Moodys Investors Service.
The average life and duration of the portfolio were lower at year-end 2006 than 2005. This
happened because we made more short-term investments and because pay-downs of mortgage-backed
instruments accelerated in 2006.
Average life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (in years) |
|
2006 |
|
2005 |
|
2004 |
|
Mortgage-backed instruments |
|
|
4.10 |
|
|
|
4.30 |
|
|
|
3.96 |
|
Total portfolio |
|
|
4.93 |
|
|
|
6.14 |
|
|
|
6.41 |
|
Duration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (in years) |
|
2006 |
|
2005 |
|
2004 |
|
Mortgage-backed instruments |
|
|
3.80 |
|
|
|
3.92 |
|
|
|
3.72 |
|
Total portfolio |
|
|
2.24 |
|
|
|
2.63 |
|
|
|
2.66 |
|
U.S. government agencies surpassed mortgage-backed instruments as the largest concentration
of securities in the portfolio. Most of the securities we purchased during the 2006 fourth quarter
to collateralize short-term borrowings were U.S. government agencies, which caused the composition
of the portfolio to shift slightly on a percentage basis. At the end of 2006, agencies accounted
for 38% of the portfolio, up from 21% at the end of 2005. Mortgage-backed instruments accounted
for 32% of the portfolio at the end of 2006, down from 44% at the end of 2005. More than 99% of
the mortgage-backed instruments in the portfolio at year-end 2006 had fixed rates and terms of 15
years or less, but the average life and duration of these instruments was much shorter.
Investment securities portfolio composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Mortgage-backed securities |
|
|
20 |
% |
|
|
26 |
% |
|
|
34 |
% |
Collateralized mortgage obligations |
|
|
12 |
|
|
|
18 |
|
|
|
17 |
|
U.S. government agencies |
|
|
38 |
|
|
|
21 |
|
|
|
17 |
|
Corporate issues |
|
|
17 |
|
|
|
19 |
|
|
|
16 |
|
U.S. Treasury |
|
|
6 |
|
|
|
8 |
|
|
|
8 |
|
Money market preferred stocks |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
Municipal bonds |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Other |
|
|
1 |
|
|
|
2 |
|
|
|
2 |
|
|
Percentage of portfolio in floating rate instruments |
|
|
82 |
|
|
|
79 |
|
|
|
81 |
|
Percentage of portfolio in fixed rate instruments |
|
|
18 |
|
|
|
21 |
|
|
|
19 |
|
The portfolio generated $302.2 million of cash flow in 2006. This was lower than for 2005 and
2004 because higher market interest rates caused prepayments of mortgage-backed securities to slow,
and there were fewer calls on agency and other securities. In 2007 we expect the investment
securities portfolio to generate approximately $400.2 million of cash flow from maturities, calls,
and income.
For more information about the investment securities portfolio and temporarily impaired securities,
please read Note 6, Investment securities, which begins
on page 77 of this report.
|
|
|
|
|
|
36 MD&A
|
|
Wilmington Trust Corporation |
RISK
In this section we discuss a variety of risks to which we are exposed in the normal course of
business. We monitor these risks closely to safeguard the assets of our clients and company. From
time to time, however, we may incur losses related to these risks, and we cannot assure that such
losses will not occur.
The main risks in our banking business are credit risk (risks associated with making loans) and
interest rate risk. The main risk in our advisory business is financial market risk, since much of
our advisory revenue is based on the market values of investments we manage or hold for clients.
As a financial institution, nearly all of our assets and liabilities are monetary in nature and
priced according to market interest rates. Since interest rates do not necessarily move in the same
direction, or at the same magnitude, as the prices of goods and services, we are unable to
determine the effects of inflation on our financial performance.
ASSET QUALITY
The two main risks to asset quality are credit risk and the risk inherent in our investment
securities portfolio. At the end of 2006, loans accounted for 73% of our assets and most of our
asset quality was tied to credit risk, which we discuss in the next section. The investment
securities portfolio accounted for 19% of total assets at the end of 2006. Most of the investments
in this portfolio are short-term, which helps minimize the risk to the portfolio from changing
market interest rates, financial markets, or economic conditions. For more information about our
investment securities portfolio, please see the discussion that
begins on page 35 of this report.
The rest of our assets consist of property and equipment, goodwill, and other types of assets. In
2006 we reduced the carrying value of our investment in affiliate money manager Roxbury Capital
Management (RCM) from $137.6 million to $65.3 million. This reduced the amount of goodwill
associated with RCM from $131.3 million to $59.0 million, as of September 30, 2006. We included the
remaining $6.3 million of RCMs carrying value in other assets. For more information about this,
please see the section on affiliate money managers, which begins on
page 27 of this report.
Lending money is inherently risky. When we make a loan, we make subjective judgments about the
borrowers ability to repay the loan.
No matter how financially sound a client or lending decision
may seem, a borrowers ability to repay can be affected adversely by economic changes and other
external factors.
CREDIT RISK
Credit risk is the risk that some borrowers may not repay their loans according to the loans
contractual terms. If borrowers do not repay their loans, the levels of nonperforming assets, loan
losses, and the provision for loan losses could increase, which could reduce our earnings.
We record loans not being repaid according to their terms as past due. When loans are past due for
more than 90 days, we record them as nonperforming, which means no interest is being accrued, or we
charge them off. We continue to pursue repayment of nonperforming and charged-off loans.
Among the credit metrics discussed in this section, we believe the primary indicator of
credit quality is the net charge-off ratio. This ratio measures loan losses as a percentage of
total loans outstanding.
HOW WE MANAGE CREDIT RISK
To mitigate credit risk, we:
|
|
Apply rigorous and consistent loan underwriting criteria. |
|
|
Prefer to grow loan balances through our own efforts, using our own underwriting guidelines,
instead of purchasing loans or acquiring other banks. |
|
|
Make the majority of our loans in Delaware and the portions of Maryland, New Jersey, and
Pennsylvania that are contiguous to Delaware. The economy in this region is well diversified
and stable, and we know these markets well. |
|
|
Focus on client relationships, not transaction volumes. |
|
|
Maintain a loan portfolio that is diversified among different types of commercial and consumer loans. |
|
|
Monitor the loan portfolio continually to identify potential problems and avoid
disproportionately high concentrations to any one borrower or in any single industry sector. |
|
|
Regularly review all past-due loans, loans not performing according to contractual terms, and
loans we doubt will be repaid on a timely basis. |
|
|
Perform an internal risk rating analysis quarterly. |
|
|
Regularly analyze the loan portfolio with staff who are independent of the Regional Banking business. |
INTERNAL RISK RATING ANALYSIS
We conduct internal risk-rating analyses that classify all loans outstanding in one of four categories:
|
|
Pass identifies loans with no current or potential problems; |
|
|
|
Watchlisted identifies potential problem credits; |
|
|
|
Substandard identifies problem credits with some probability of loss; and |
|
|
|
Doubtful identifies problem credits with a higher probability of loss. |
We apply these classifications consistently and historically they have provided us with adequate
loan loss reserves. The percentage of loans with pass ratings has exceeded 95% since 2000 and has
surpassed 92% since 1998.
Internal risk rating analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Pass |
|
|
97.39 |
% |
|
|
97.24 |
% |
|
|
96.58 |
% |
Watchlisted |
|
|
1.82 |
% |
|
|
1.96 |
% |
|
|
1.82 |
% |
Substandard |
|
|
0.79 |
% |
|
|
0.73 |
% |
|
|
1.35 |
% |
Doubtful |
|
|
|
|
|
|
0.07 |
% |
|
|
0.25 |
% |
|
|
|
|
|
|
38 MD&A
|
|
Wilmington Trust Corporation |
Our 2006 credit quality resulted from the consistent application of our underwriting
standards as we increased loan balances 9% during the year. The loan portfolio remained well
diversified and most loans outstanding at year-end 2006 were from within our Regional Banking
four-state geographical footprint, in keeping with our focus on lending in markets we know well.
Credit quality remained stable in 2006.
While our loan balances averaged $7.70 billion, our net charge-offs were only $18.5 million.
Credit metrics for 2005 included an $11 million settlement we received on a commercial loan in
October 2005. We had been pursuing repayment of this loan since the second quarter of 2002. This
settlement reduced nonaccruing loans for 2005 by approximately $8.5 million and added approximately
$2.5 million to recoveries, which reduced net charge-offs for 2005.
Charge-offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
2005 |
|
2004 |
|
Gross charge-offs |
|
$ |
24.6 |
|
|
$ |
17.2 |
|
|
$ |
21.1 |
|
Recoveries |
|
|
6.1 |
|
|
|
7.1 |
|
|
|
5.3 |
|
|
Net charge-offs |
|
$ |
18.5 |
|
|
$ |
10.1 |
|
|
$ |
15.8 |
|
Net charge-offs as a percentage of average loan balances |
|
|
0.24 |
% |
|
|
0.14 |
% |
|
|
0.24 |
% |
Net charge-offs were in line with historical levels. The net charge-off ratio for 2006 was 24
basis points, which was 10 basis points higher than for 2005, but at the low end of what we have
experienced over the past 10 years. Since 1996, the net charge-off ratio has ranged from a low of
14 basis points in 2005 to a high of 44 basis points in 2000.
Two commercial loans accounted for most of the 2006 increase in net charge-offs. One was for a loan
to a Delaware Valley-based client in the restaurant and entertainment business. Approximately $4.7
million of this loan had been recorded in renegotiated loans since the fourth quarter of 2004. The
charge-off of this loan reduced renegotiated loans and doubtful-rated loans to zero and was the
main reason for the 2006 decline in total nonperforming assets. The other main contributor to the
2006 increase in net charge-offs was a loan to an auto dealer in New Jersey.
In 2005 the net charge-off ratio was low mainly because we received a commercial loan settlement
that added approximately $2.5 million to recoveries and reduced net charge-offs.
Composition of net charge-offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
2005 |
|
|
2004 |
|
|
Consumer loan net charge-offs |
|
$ |
8.1 |
|
|
$ |
8.4 |
|
|
$ |
6.9 |
|
Commercial, financial, and agricultural loan
net charge-offs |
|
$ |
10.2 |
|
|
$ |
1.6 |
|
|
$ |
9.6 |
|
Commercial real estate/construction and
mortgage loan net charge-offs |
|
$ |
0.2 |
|
|
$ |
0.1 |
|
|
$ |
(0.7 |
) |
More than 97% of loans outstanding had pass ratings. This has been the case with our internal
risk rating analysis since the third quarter of 2004. We had fewer loans on the watch list than at
the end of 2005, and a commercial loan charge-off in 2006 reduced loans rated doubtful to zero.
Total nonperforming assets fell 19%. Nonperforming assets totaled $35.8 million for 2006, which was
$8.4 million lower than for 2005. The level of nonperforming assets decreased because we had fewer
nonaccruing and renegotiated loans.
Nonperforming assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (dollars in millions) |
|
2006 |
|
2005 |
|
2004 |
|
Total nonperforming assets |
|
$ |
35.8 |
|
|
$ |
44.2 |
|
|
$ |
61.8 |
|
Ratio of nonperforming assets to
total loans outstanding |
|
|
0.44 |
% |
|
|
0.60 |
% |
|
|
0.91 |
% |
We had $31.0 million of nonaccruing loans at the end of 2006, which was $8.3 million less
than at the end of 2005. Loan paydowns contributed to this decrease, but more than half of it
resulted from the reclassification of one nonaccruing loan to the category of nonperforming assets
called other real estate owned (OREO). The transferred loan was a commercial loan for an
agricultural parcel of land in New Jersey and the transfer accounted for the 2006 increase in OREO.
For a definition of OREO, please read Note 2, Summary of significant accounting policies, which
begins on page 71 of this report.
Nonperforming assets for 2005 were lower than 2004 mainly because of the previously mentioned
commercial loan settlement we received in 2005.
Nonaccruing loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (dollars in millions) |
|
2006 |
|
2005 |
|
2004 |
|
Nonaccruing loans |
|
$ |
31.0 |
|
|
$ |
39.3 |
|
|
$ |
56.4 |
|
Ratio of nonaccruing loans to total loans outstanding |
|
|
0.38 |
% |
|
|
0.53 |
% |
|
|
0.83 |
% |
OREO and renegotiated loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (in millions) |
|
2006 |
|
2005 |
|
2004 |
|
Other real estate owned (OREO)
|
|
$ |
4.8 |
|
|
$ |
0.2 |
|
|
$ |
0.2 |
|
Renegotiated loans
|
|
|
|
|
|
$ |
4.7 |
|
|
$ |
5.2 |
|
Less than 1% of loans outstanding were past due 90 days or more. At the end of 2006, we had
$5.8 million of loans past due 90 days or more, up $1.7 million from the end of 2005. On a
percentage basis, past due loans accounted for 7 basis points of total loans outstanding at the end
of 2006, which was 1 basis point higher than at the end of 2005. Fewer than 10 loans, most of which
were commercial loans, accounted for the 2006 increase. None of these loans was a commercial real
estate/construction (CRE) loan.
|
|
|
|
|
|
40 MD&A
|
|
Wilmington Trust Corporation |
We transferred some commercial loans that were past due at the end of 2004 to nonaccruing
status in 2005, which is why total past due loans were lower at the end of 2005 than 2004.
Loans past due 90 days or more
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (dollars in millions) |
|
2006 |
|
2005 |
|
2004 |
|
Amount in the commercial portfolio |
|
$ |
2.0 |
|
|
$ |
1.5 |
|
|
$ |
3.1 |
|
Amount in the residential mortgage portfolio |
|
|
1.1 |
|
|
|
1.5 |
|
|
|
1.2 |
|
Amount in the consumer portfolio |
|
|
2.7 |
|
|
|
1.1 |
|
|
|
1.2 |
|
|
Total loans past due 90 days or more |
|
$ |
5.8 |
|
|
$ |
4.1 |
|
|
$ |
5.5 |
|
Ratio of total past-due loans to total loans outstanding |
|
|
0.07 |
% |
|
|
0.06 |
% |
|
|
0.08 |
% |
Serious-doubt loans amounted to less than 1% of total loans outstanding.
Serious-doubt loans are loans that we do not think will be repaid, even though they are performing
in accordance with their terms or are fewer than 90 days past due. At the end of 2006 we had $18.8
million of serious-doubt loans, compared to $6.9 million at the end of 2005. Four commercial loans,
each in a different industry sector, accounted for most of the 2006 increase.
Serious-doubt loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
2005 |
|
2004 |
|
Serious-doubt loans (in millions) |
|
$ |
18.8 |
|
|
$ |
6.9 |
|
|
$ |
4.1 |
|
Ratio of serious-doubt loans to total loan balances |
|
|
0.23 |
% |
|
|
0.09 |
% |
|
|
0.06 |
% |
The loan portfolio remained well diversified. On a percentage basis, there was minimal change
in the mix of loans. CRE loans accounted for 21% of total loans outstanding at the end of 2006,
compared with 17% at the end of 2005. More details about our CRE loan underwriting and credit
quality are in the commercial loan discussion, which begins on page 12 of this report.
Loan portfolio composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
| |
2005 |
| |
2004 |
|
|
Commercial/financial/agricultural |
|
|
31 |
% |
|
|
33 |
% |
|
|
37 |
% |
Commercial real estate/construction |
|
|
21 |
|
|
|
17 |
|
|
|
11 |
|
Commercial mortgage |
|
|
16 |
|
|
|
17 |
|
|
|
18 |
|
Residential mortgage |
|
|
7 |
|
|
|
6 |
|
|
|
6 |
|
Home equity |
|
|
4 |
|
|
|
4 |
|
|
|
5 |
|
Indirect auto |
|
|
8 |
|
|
|
9 |
|
|
|
8 |
|
Credit card |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Other consumer |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
Secured with liquid collateral |
|
|
7 |
|
|
|
8 |
|
|
|
9 |
|
|
Floating
rate loans |
|
|
74 |
% |
|
|
77 |
% |
|
|
79 |
% |
Fixed rate
loans |
|
|
26 |
|
|
|
23 |
|
|
|
21 |
|
Loan concentrations by state
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Delaware |
|
|
61 |
% |
|
|
61 |
% |
|
|
62 |
% |
Pennsylvania |
|
|
21 |
|
|
|
22 |
|
|
|
23 |
|
Maryland |
|
|
6 |
|
|
|
9 |
|
|
|
5 |
|
New Jersey |
|
|
4 |
|
|
|
4 |
|
|
|
3 |
|
Other |
|
|
8 |
|
|
|
4 |
|
|
|
7 |
|
Changes in the provision and reserve for loan losses reflected our assessment of credit risk.
In light of the levels of past due, nonaccruing, and non-performing loans at the end of 2006, we
believe that our provision and reserve for loan losses reflected a reasonable assessment of
inherent loan losses. The provision was higher for 2006 than 2005 mainly because charge-offs were
higher. The provision was lower for 2005 than for 2004 mainly because of the previously mentioned
commercial loan recovery in 2005.
Provision
and reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (dollars in millions) |
|
2006 |
|
2005 |
|
2004 |
|
Provision for loan losses |
|
$ |
21.3 |
|
|
$ |
11.8 |
|
|
$ |
15.6 |
|
Reserve for loan losses |
|
$ |
94.2 |
|
|
$ |
91.4 |
|
|
$ |
89.7 |
|
Loan loss reserve ratio |
|
|
1.16 |
% |
|
|
1.24 |
% |
|
|
1.33 |
% |
To determine the amounts of the reserve and provision, we estimate known and inherent losses
and we make subjective judgments about amounts we might be able to recover. We also consider loan
growth, the results of the internal risk rating analysis, the levels of loan recoveries and
repayments, the stability of the Delaware Valley regional economy, market interest rates, and
regulatory guidelines. The provision and reserve do not necessarily increase due to loan growth
alone, because newly added loans do not automatically have a higher degree of risk than loans
already in the portfolio.
Loan loss reserve allocation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation |
|
|
Percent of |
|
|
Allocation |
|
|
Percent of |
|
|
Allocation |
|
|
Percent of |
|
(in millions) |
|
amount |
|
|
reserve |
|
|
amount |
|
|
reserve |
|
|
amount |
|
|
reserve |
|
|
|
|
|
|
|
Commercial,
financial, and
agricultural |
|
$ |
36.3 |
|
|
|
39 |
% |
|
$ |
38.5 |
|
|
|
42 |
% |
|
$ |
43.4 |
|
|
|
48 |
% |
Commercial
real estate/construction |
|
|
19.2 |
|
|
|
20 |
|
|
|
12.7 |
|
|
|
14 |
|
|
|
7.8 |
|
|
|
9 |
|
Commercial
mortgage |
|
|
14.5 |
|
|
|
16 |
|
|
|
15.4 |
|
|
|
17 |
|
|
|
14.8 |
|
|
|
16 |
|
Residential
mortgage |
|
|
1.3 |
|
|
|
1 |
|
|
|
1.3 |
|
|
|
1 |
|
|
|
1.2 |
|
|
|
1 |
|
Consumer |
|
|
11.3 |
|
|
|
12 |
|
|
|
11.2 |
|
|
|
12 |
|
|
|
10.4 |
|
|
|
12 |
|
Secured
by liquid
collateral |
|
|
5.5 |
|
|
|
6 |
|
|
|
6.2 |
|
|
|
7 |
|
|
|
6.0 |
|
|
|
7 |
|
Unallocated |
|
|
6.1 |
|
|
|
6 |
|
|
|
6.1 |
|
|
|
7 |
|
|
|
6.1 |
|
|
|
7 |
|
|
Total loan
loss reserve |
|
$ |
94.2 |
|
|
|
100 |
% |
|
$ |
91.4 |
|
|
|
100 |
% |
|
$ |
89.7 |
|
|
|
100 |
% |
For more information about how we establish and account for the reserve for loan losses,
please read Note 2, Summary of significant accounting
policies, which begins on page 71 of this
report, and Note 8, Reserve for loan losses, on page 80 of this report.
|
|
|
|
|
|
42 MD&A
|
|
Wilmington Trust Corporation |
INTEREST RATE RISK
Interest rate risk is the risk to net interest income from changes in market interest rates.
Changes in market interest rates, and the pace at which they occur, can affect the yields we earn
on loans and investments and the rates we pay on deposits and other borrowings. These changes can
affect our net interest income and net interest margin, positively or negatively, and ultimately
affect our financial performance.
The net interest margin measures the difference, or spread, between the yields we earn on
assets and the rates we pay on liabilities. The net interest margin is an important measure of
changes in net interest income. Most of our net interest income comes from Regional Banking
activities. In 2006, net interest income accounted for approximately 50% of our total 2006 revenue
(after the provision for loan losses and amortization).
Our interest rate risk management objective is to minimize the negative effect on net interest
income from market interest rate changes. To mitigate interest rate risk, we:
|
|
Maintain a mix of assets and liabilities that gives us flexibility in a dynamic marketplace.
We prefer most of our assets to be loans. We prefer a mix of liabilities that includes core
deposits and other sources of funding. |
|
|
Manage the relative proportions of fixed and floating rate assets and liabilities. We prefer
most of our loans and funding sources to have floating rates. |
|
|
Use off-balance-sheet derivative instruments, like interest rate swaps and floors. For
more information on our derivative and hedging activities, please see Note 14,
Derivative financial instruments, which begins on page 86
of this report, and to the discussion of off-balance-sheet arrangements
and contractual obligations that begins on page 49 of this report. |
The primary tool we use to assess our exposure to interest rate risk is a computer modeling
technique that simulates the effects on our net interest income of gradual and sustained changes,
or ramps, in market interest rates. We perform simulations quarterly that compare multiple
hypothetical interest rate scenarios to a stable interest rate environment. As a rule, our model
employs scenarios in which rates gradually move up or down 250 basis points over a period of 10
months.
We have an asset/liability policy that sets limits for interest rate risk. Our current policy
states that changes in market interest rates should not reduce net interest income by 10% or more
within a 12-month period.
The market interest rate environment affected us positively in 2005 and 2006. The Federal Open
Market Committee (FOMC) raised the federal funds target rate 200 basis points during 2005 and 100
basis points during the first half of 2006. We were asset sensitive throughout this time, which
means that, as market interest rates increased, asset yields rose faster than rates on deposits and
other liabilities.
Assets continued to reprice faster than liabilities in 2006 and the net interest margin rose 8
basis points to 3.79%.
The net interest margin for 2006 was 8 basis points higher than for 2005. The net interest
margin for 2005 was 14 basis points higher than for 2004. Loan growth, our asset sensitivity, and
deposit pricing were the main causes of these increases.
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Net interest income (fully tax-equivalent) |
|
$ |
367.4 |
|
|
$ |
332.8 |
|
|
$ |
298.9 |
|
Total earning assets (on average) |
|
$ |
9,645.7 |
|
|
$ |
8,957.4 |
|
|
$ |
8,362.7 |
|
Net interest margin |
|
|
3.79 |
% |
|
|
3.71 |
% |
|
|
3.57 |
% |
RESIDENTIAL MORTGAGES AND INTEREST RATE RISK
We have a long-standing practice of selling most newly originated fixed rate residential
mortgages into the secondary market instead of retaining them on our balance sheet. By limiting the
fixed rate residential mortgages we hold in our loan portfolio, we eliminate much of the long-term
risk inherent in fixed rate instruments that typically have 15- to 30-year maturities.
We believe a more effective way of managing our exposure to fixed rate mortgages is to hold
mortgage-backed investments in our securities portfolio. These instruments typically have shorter
maturity and duration characteristics than a portfolio of individual mortgage loans. For more
information about the investment securities portfolio, please read the discussion that begins on
page 35 of this report.
Deposit repricing lagged loan repricing. Throughout 2005 and the first half of 2006, most of
our floating rate loans repriced within 30 days of each FOMC rate increase, but retail deposit rate
increases, other than on CDs, were relatively modest. Most of our floating rate loans repriced
shortly after the FOMCs last rate increase in June 2006, but deposit rates continued to increase
through the end of the year. This timing mismatch between asset yields and retail deposit rates
peaked in the fourth quarter of 2006. For detailed yield and rate information, please see the
Five-year analysis of earnings and consolidated statements of
condition on pages 58 and 59 of
this report.
Average yields and rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the 12 months ended December 31 |
|
2006 |
|
2005 |
|
2004 |
|
Yield on commercial loans |
|
|
8.00 |
% |
|
|
6.40 |
% |
|
|
4.74 |
% |
Yield on total loans |
|
|
7.60 |
% |
|
|
6.22 |
% |
|
|
4.87 |
% |
Rate on CDs under $100,000 |
|
|
3.73 |
% |
|
|
2.56 |
% |
|
|
2.03 |
% |
Rate on total core interest-bearing deposits |
|
|
2.08 |
% |
|
|
1.39 |
% |
|
|
0.85 |
% |
Rate on total interest-bearing deposits |
|
|
3.31 |
% |
|
|
2.13 |
% |
|
|
1.06 |
% |
Yield on total earning assets |
|
|
7.01 |
% |
|
|
5.80 |
% |
|
|
4.67 |
% |
Rate on funds to support earning assets |
|
|
3.22 |
% |
|
|
2.09 |
% |
|
|
1.10 |
% |
We balanced the repricing characteristics of floating rate loans and deposits, in part, by
using national market funding. Most of our floating rate loans are tied to indices that adjust
when the FOMC changes short-term interest rates. We use national market funding (national money
market deposits, national CDs ³ $100,000 and short-term borrowings) because it allows us to
align the repricing characteristics of our funding sources and loan portfolio.
At the end of 2006, national CDs ³ $100,000 accounted for most of our national funding and
most of those CDs had maturities of 90 days or less.
|
|
|
|
|
|
44 MD&A
|
|
Wilmington Trust Corporation |
The
percentage of national CDs
³ $100,000 maturing in
90 days or less was lower at the end of 2006 than 2005 because
there was little difference between 90-day rates and
longer-term rates, so we opted to purchase the longer-term instruments.
Loans and deposit pricing characteristics
|
|
|
|
|
|
|
|
|
|
As a percentage of total balances at December 31 |
|
2006 |
|
|
2005 |
|
|
Earning assets that were loans |
|
|
79 |
% |
|
|
79 |
% |
Loans outstanding with floating rates |
|
|
74 |
% |
|
|
77 |
% |
Floating rate loans that were commercial loans |
|
|
82 |
% |
|
|
80 |
% |
Commercial loans tied to a prime rate |
|
|
61 |
% |
|
|
63 |
% |
Commercial loans tied to the 30-day LIBOR |
|
|
35 |
% |
|
|
30 |
% |
Commercial
floating rate loans repricing
in £ 30 days |
|
|
93 |
% |
|
|
92 |
% |
National
CDs³ $100,000 maturing
£ 90 days |
|
|
55 |
% |
|
|
87 |
% |
Short-term
borrowings maturing £ 90 days |
|
|
92 |
% |
|
|
86 |
% |
Loan pricing vs. market interest rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rates at |
|
|
|
|
|
|
December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Federal funds target rate |
|
|
5.25 |
% |
|
|
4.25 |
% |
|
|
2.25 |
% |
Wilmington Trust prime
lending rate
(period end) |
|
|
8.25 |
% |
|
|
7.25 |
% |
|
|
5.25 |
% |
Wilmington Trust prime
lending rate
(full year average) |
|
|
7.96 |
% |
|
|
6.19 |
% |
|
|
4.34 |
% |
The Wilmington Trust prime rate
is a benchmark rate on which we base a
substantial number of floating rate
loans.
INTEREST RATE RISK SIMULATION
As of December 31, 2006, our interest rate risk simulation model projected that:
|
|
If short-term rates were to increase gradually by a total of 250 basis points over a
10-month period, our net interest income would increase 4.22% over the 12 months beginning
December 31, 2006. |
|
|
If short-term rates were to decrease gradually over a 10-month period by a total of
250 basis points, our net interest income would decline by 3.99% over the 12 months
beginning December 31, 2006. |
We adjusted the simulation in 2006 to reflect two changes:
|
|
To reflect pricing characteristics more accurately, we changed some of the assets in
the model from fixed rates to floating rates. |
|
|
On March 31, 2006, we terminated $250 million of interest rate swaps that were
associated with $250 million of subordinated long-term debt. We issued this debt at a
fixed rate, which we immediately swapped for a floating rate. We terminated these swaps to
eliminate the potential volatility of changing market valuations. For more information
about these swaps, please read Note 14, Derivative financial instruments, which begins
on page 86 of this report, and the discussion of off-balance-sheet arrangements that
begins on page 49 of this report. |
Impact of interest rate changes on net interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the 12 months beginning December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Gradual increase of 250 basis points |
|
|
4.22 |
% |
|
|
0.56 |
% |
|
|
3.99 |
% |
Gradual decrease of 250 basis points |
|
|
(3.99) |
% |
|
|
(3.97) |
% |
|
|
(8.11) |
% |
Because the federal funds target rate was 2.25% at December
31, 2004, simulating a 250-basis-point decrease would have
created negative interest rates in the model. Instead, to
simulate the declining rate scenario for the 12 months
beginning December 31, 2004, we modeled a gradual downward
movement until the federal funds rate equaled zero. There was
no corresponding limit in the rising rate scenario because
there is no cap on interest rates.
THE YIELD CURVE AND INTEREST RATE RISK
The yield curve depicts the yields on U.S. Treasury
securities at various maturities.
Changes in the yield curve affect our
interest rate risk less than for many
other banks, because the pricing and
maturity characteristics of our
assets and liabilities are primarily
short-term in nature and are closely
matched.
2006 Annual Report
45
At the ends of 2005 and 2006, the federal funds target rate
was high enough to allow for the full 250-basis-point decrease.
Our discussion of the interest rate risk simulation contains
forward-looking statements about the anticipated effects on net
interest income that may result from hypothetical changes in
market interest rates. Assumptions about retail deposits rates,
loan prepayments, asset-backed securities, and collateralized
mortgage obligations play a significant role in our interest
rate simulations. Our assumptions about rates and the pace of
changes in payments differ for assets and liabilities in rising
as well as declining rate environments. These assumptions are
inherently uncertain, and the simulations cannot predict
precisely how actual interest rate changes might affect our net
interest income.
FINANCIAL MARKET RISK
Financial market risk is the risk to income from
fluctuations or volatility in the equity markets, the fixed
income markets, or both markets. These markets determine the
valuations of assets we manage or hold in custody for clients.
Since some of our advisory fees are based on asset valuations,
the performance of one or more financial markets can affect
noninterest income, positively or negatively, and ultimately
affect our financial results.
Financial markets also determine the valuations of investments
in our securities portfolio, and can have positive or negative
effects on the amount of interest income the securities
portfolio generates. For more information about income from the
investment securities portfolio, please see the discussion that
begins on page 35 of this report and the Five-year analysis of
earnings and consolidated statements of condition on pages 58
and 59 of this report.
MANAGING FINANCIAL MARKET RISK
Our exposure to financial market risk is mitigated by our
mix of businesses, which produces a diversified stream of net
interest and noninterest income. Most of our financial market
risk is to the noninterest income from our advisory businesses.
Some, but not all, of our advisory revenue is based on
financial market valuations.
Approximately 26% of our 2006 interest and noninterest income was subject to financial market
risk.
In Wealth Advisory Services, all trust and investment advisory
revenue is based on the market values of equity, fixed income,
and other classes of assets.
In Corporate Client Services, part of retirement services
revenue is based on the market values of retirement plans for
which we are custodian. All revenue from investment/cash
management revenue reflects service charges that are based on
the value of cash assets in money market mutual funds or fixed
income investments.
All revenue we receive from our ownership positions in the two
affiliate money managers, Cramer Rosenthal McGlynn and Roxbury
Capital Management, is based on equity market valuations.
Wilmington Trust Corporation
46 MD&A
The percentage of noninterest revenue subject to financial market risk was slightly higher for
2006 than 2005. Higher revenue from Corporate Client Services (CCS) investment and cash management
services accounted for most of this increase. The largest concentration of revenue subject to
financial market risk continued to be trust and investment advisory revenue from the Wealth
Advisory Services (WAS) business.
Revenue
subject to financial market risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (dollars
in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
WAS trust and investment advisory revenue |
|
$ |
136.1 |
|
|
$ |
123.9 |
|
|
$ |
111.0 |
|
CCS retirement services revenue |
|
|
11.5 |
|
|
|
10.7 |
|
|
|
9.2 |
|
CCS investment/cash management revenue |
|
|
10.3 |
|
|
|
7.7 |
|
|
|
8.1 |
|
Affiliate money manager revenue |
|
|
20.5 |
|
|
|
17.5 |
|
|
|
12.5 |
|
|
Total revenue subject to financial market risk |
|
$ |
178.4 |
|
|
$ |
159.8 |
|
|
$ |
140.8 |
|
Total noninterest income (after amortization) |
|
$ |
346.1 |
|
|
$ |
313.3 |
|
|
$ |
286.7 |
|
Percent of total subject to financial market risk |
|
|
52 |
% |
|
|
51 |
% |
|
|
49 |
% |
Total net interest and noninterest income
(after the provision and amortization) |
|
$ |
687.9 |
|
|
$ |
630.4 |
|
|
$ |
565.5 |
|
Percent of total subject to financial market risk |
|
|
26 |
% |
|
|
25 |
% |
|
|
25 |
% |
ECONOMIC RISK
Economic risk is the risk to income from changes in
economic conditions like employment and population levels and
the consumption of goods and services. Changes in these and
other conditions could change demand for the services we
provide and ultimately, affect loan and deposit balances,
revenue, net income, and overall results, positively or
negatively.
Among our businesses, Regional Banking has the most
exposure to economic risk. We believe our exposure to economic
risk is mitigated by the Delaware Valley economy, which is well
diversified among industry sectors, including life sciences,
financial services, pharmaceuticals, health care, education,
construction, manufacturing, retail, agriculture, and tourism.
This diversification provides a degree of economic stability
and helps the region withstand the effects of downturns in any
single sector.
Population growth continued in the region, especially in
Delaware. According to the U.S. Census Bureau, Delaware was the
15th fastest-growing state in the United States for the 12
months ended July 2006, and its growth rate was more than
double that of any state in the Bureaus northeast geographic
area.
Unemployment rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the month of December |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
State of Delaware |
|
|
3.0 |
% |
|
|
4.1 |
% |
|
|
3.8 |
% |
Philadelphia/Camden/Wilmington MSA |
|
|
3.9 |
% |
|
|
4.2 |
% |
|
|
4.3 |
% |
Dover, Delaware MSA |
|
|
2.7 |
% |
|
|
3.6 |
% |
|
|
3.0 |
% |
United States |
|
|
4.5 |
% |
|
|
4.9 |
% |
|
|
5.4 |
% |
Source: U.S. Department of Labor, Bureau of Labor Statistics
MSA = Metropolitan Statistical Area
Economic indicators for the Delaware Valley region remained
positive throughout 2006. Unemployment rates for the region
remained well below the U.S. unemployment rate. Delawares
unemployment rate has been lower than the national unemployment
rate since 2001.
The U.S. Census Bureau ranked Delaware as the 15th fastest-growing state in the
nation. |
Mayflower Transits 2006 Customer Relocation Study ranked Delaware as the second
most popular U.S. relocation destination, after South Carolina. |
Delaware placed eighth in Forbes magazines ranking of the most business-friendly
states in the nation. |
2006 Annual Report
47
The parts of Maryland within our Regional Banking footprint are slated to grow considerably as
a result of the Pentagons Base Realignment and Closing initiative. According to a December 2006
report by the Maryland Department of Planning, approximately 60,000 defense and contractor jobs
will relocate to Baltimore-area facilities over the next eight years.
Delaware is among the East Coasts leading poultry producers.
It is impossible to predict how an outbreak of avian influenza
might affect the states economy, our credit quality, or our
financial condition. As of December 31, 2006, we had
approximately $71 million in loans outstanding to poultry
industry clients.
In February 2007 DaimlerCrysler AG announced plans to idle its
plant in Newark, Delaware, in 2009. This plant employs
approximately 2,100 workers. It is too early to determine what,
if any, effect this might have on Delawares economy or our
financial results.
OPERATIONAL AND FIDUCIARY RISK
Operational risk is the risk of unexpected losses
attributable to human error, systems failures, fraud, or
inadequate internal controls and procedures. Fiduciary risk is
the risk of loss that may occur if we breach a fiduciary duty
to a client. To mitigate operational and fiduciary risk, we
have policies, procedures, and internal controls designed to
reduce the risks of failing to comply with applicable legal and
regulatory requirements and of failing to discharge our
obligations to clients faithfully.
In view of the operational and fiduciary risks inherent in the
markets and businesses in which we engage, we aim to keep these
risks at levels we believe are acceptable, through policies and
procedures for authorizing, approving, documenting, and
monitoring transactions, and for creating, selling, and
managing investment products; trading securities; and selecting
counterparties. All staff members share responsibility for
adhering to our policies, procedures, and internal controls.
Our internal auditors continually monitor the overall
effectiveness of our system of internal controls.
Section 404 of the Sarbanes-Oxley Act requires us to assess the
design and effectiveness of our internal controls over
financial reporting. We evaluate the documentation of our
control processes and test our primary controls continually and
we remediate them as needed. Each quarter, designated managers
in each business unit certify to the chairman and chief
executive officer, and to the chief financial officer, as to
the effectiveness of the internal controls within their
respective areas of responsibility.
REGULATORY RISK
Regulatory risk is the risk of sanctions that various
state, federal, and other authorities may impose on us if we
fail to comply adequately with regulatory requirements. These
requirements include those specified by the Bank Secrecy Act,
the USA PATRIOT Act, the Sarbanes-Oxley Act, the Securities and
Exchange Commission, the New York Stock Exchange, and other
applicable legal and regulatory requirements. To limit this
risk, we employ policies
Wilmington Trust Corporation
48 MD&A
and procedures to reduce the risk of failing to comply with these requirements. For more
information about the regulatory requirements that affect us, please read the section on regulatory
matters in our 2006 Annual Report on Form 10-K.
LEGAL RISK
We and our subsidiaries are subject to various legal
proceedings that arise from time to time in the ordinary course
of business. Some of these proceedings seek relief or damages
in amounts that may be substantial. Because of the complex
nature of some of these proceedings, it may be a number of
years before they ultimately are resolved. While it is not
feasible to predict the outcome of these proceedings, we do not
believe that the ultimate resolution of any of them will have a
materially adverse effect on our consolidated financial
condition. Furthermore, some of these proceedings involve
claims that we believe may be covered by insurance, and we have
advised our insurance carriers accordingly. We do not expect
the ultimate resolution of any legal matters outstanding as of
December 31, 2006, to have a materially adverse effect on our
consolidated financial statements.
OTHER INFORMATION
DERIVATIVES, HEDGING INSTRUMENTS, OTHER
OFF-BALANCE-SHEET ARRANGEMENTS, AND OTHER CONTRACTUAL
OBLIGATIONS
We use a variety of financial instruments and contracts to
help us manage capital, liquidity, interest rate risk, credit
risk, and other aspects of our day-to-day operations. As
permissible under regulatory guidelines, we include these
instruments in our calculations of regulatory risk-based
capital ratios. These instruments include:
|
|
Derivative instruments, such as interest rate swaps and interest rate floors. For
more information about our derivative instruments, please see Note 14, Derivative
financial instruments, which begins on page 86 of this report. |
|
|
Instruments that generally accepted accounting principles deem to be
off-balance-sheet arrangements, which means they do not appear on our balance sheet. These
instruments include stand-by letters of credit, unfunded loan commitments, unadvanced
lines of credit, operating lease obligations, and other guaranties. For more information
about these instruments, please see Note 12, Commitments and contingencies, which begins
on page 84 of this report. |
|
|
Contractual obligations that do appear on our balance sheet, including certificates
of deposit and long-term debt. For more information about certificates of deposit, please
see Note 13, Fair value of financial instruments, which
begins on page 84 of this
report. For more information about our long-term debt, please see Note 11, Borrowings and
securities purchased under agreements to resell, which begins
on page 83 of this report. |
2006 Annual Report
49
The following table summarizes our current contractual obligations and the periods over which
they extend.
Contractual
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due |
|
|
|
|
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More than |
|
(in millions) |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
|
Certificates
of deposit |
|
$ |
4,541.1 |
|
|
$ |
4,356.0 |
|
|
$ |
107.4 |
|
|
$ |
44.7 |
|
|
$ |
33.0 |
|
Long-term
debt obligations1 |
|
|
501.7 |
|
|
|
22.3 |
|
|
|
157.2 |
|
|
|
66.1 |
|
|
|
256.1 |
|
Operating lease
obligations |
|
|
69.5 |
|
|
|
10.7 |
|
|
|
19.1 |
|
|
|
19.4 |
|
|
|
20.3 |
|
Guaranty obligations |
|
|
2.5 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,114.8 |
|
|
$ |
4,391.5 |
|
|
$ |
283.7 |
|
|
$ |
130.2 |
|
|
$ |
309.4 |
|
|
|
|
1Contractual obligations associated with long-term debt obligations include future
interest payments. |
Our agreements with Cramer Rosenthal McGlynn, Roxbury
Capital Management, Grant Tani Barash & Altman, and Wilmington
Trust Conduit Services permit principal members and designated
key employees of each firm, subject to certain restrictions, to
put their interests in their respective firms to our company.
For more information about these agreements, please refer to
Note 4, Affiliates and acquisitions, which begins on page
75
of this report.
CONTROLS AND PROCEDURES
Our chairman and chief executive officer, and our chief
financial officer, evaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2006,
pursuant to Securities Exchange Act Rule 13a-15(e). Based on
that evaluation, they concluded that our disclosure controls
and procedures were effective in alerting them on a timely
basis to any material information about our company (including
our consolidated subsidiaries) that we are required to include
in the periodic filings we make with the Securities and
Exchange Commission. There was no change in our internal
control over financial reporting during 2006 that materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Wilmington Trust Corporation
50 MD&A
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
To understand our financial results, it is helpful to
understand our critical accounting policies. We maintain our
accounting records and prepare our financial statements in
accordance with U.S. generally accepted accounting principles
and reporting practices prescribed for the banking industry.
Using these principles, we make estimates and assumptions about
the amounts we report in our financial statements and notes,
including the amounts for revenue recognition, the reserve for
loan losses, stock-based employee compensation, goodwill
impairments, loan origination fees, mortgage servicing assets,
and other items. For more information about our critical
accounting policies, please read Note 2, Summary of
significant accounting policies, which begins on page 71 of
this report, and Note 3, Recent accounting pronouncements,
which begins on page 74 of this report.
FACTORS AFFECTING FUTURE RESULTS
This report contains estimates, predictions, opinions, or
other statements that might be construed as forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements include
references to our financial goals, dividend policy, financial
and business trends, new business results and outlook, business
prospects, market positioning, pricing trends, strategic
initiatives, credit quality and the reserve for loan losses,
the effects of changes in market interest rates, the effects of
changes in securities valuations, the impact of accounting
pronouncements, and other internal and external factors that
could affect our financial performance.
These statements are based on a number of assumptions,
estimates, expectations, and assessments of potential
developments, and are subject to various risks and
uncertainties that could cause our actual results to differ
from our expectations. Our ability to achieve the results
reflected in these statements could be affected adversely by,
among other things, changes in national or regional economic
conditions; changes in market interest rates; significant
changes in banking laws or regulations; the impact of
accounting pronouncements; increased competition for business;
higher-than-expected credit losses; the effects of
acquisitions; the effects of integrating acquired entities; a
substantial and permanent loss of either client accounts and/or
assets under management at Wilmington Trust and/or our
affiliate money managers, Cramer Rosenthal McGlynn and Roxbury
Capital Management; unanticipated changes in the regulatory,
judicial, legislative, or tax treatment of business
transactions; and uncertainty created by unrest in other parts
of the world.
2006 Annual Report
51
IMPAIRMENT COMPARISON
In 2006 we recorded a $72.3 million non-cash impairment write-down of the carrying value of our
investment in Roxbury Capital Management (RCM). Although no cash exchanged hands, this write-down
affected our 2006 financial results.
Throughout this report we discuss our results including and
excluding the effects of the write-down. We believe results that exclude the write-down are the
better measure of the trends we see in each of our businesses and how our company is performing
overall. We also believe our operating results (those that exclude the write-down) give investors a
more relevant and comparative basis on which to evaluate our performance.
COMPARISON
OF RESULTS WITH AND WITHOUT
THE NON-CASH IMPAIRMENT WRITE-DOWN
|
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As of and for the year ended December 31, 2006 |
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|
STATEMENT OF CONDITION (in millions) |
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Goodwill, net of accumulated amortization |
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Total assets |
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Liabilities |
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Stockholders equity |
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|
Liabilities and stockholders equity |
|
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|
OPERATING RESULTS (in millions) |
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Net interest income |
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Provision for loan losses |
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Noninterest income |
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Noninterest expense |
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|
Income before taxes and minority interest |
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|
Income tax
expense |
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|
Net income before minority interest |
|
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Minority interest |
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Net income |
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|
PER SHARE DATA |
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Basic shares outstanding (in millions) |
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|
Diluted shares outstanding (in millions) |
|
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|
Basic per-share earnings |
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|
Diluted per-share earnings |
|
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STATISTICS AND RATIOS |
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Total
assets, on average (in millions) |
|
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|
|
|
Stockholders equity, on average (in millions) |
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Return on average assets |
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Return on equity |
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|
|
|
|
|
|
|
|
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|
|
Dividends paid |
|
|
|
|
|
|
|
|
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|
|
|
Dividend payout ratio |
|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Shares outstanding (in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staff members |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per staff member (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Capital generation ratio |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock price |
|
|
|
|
|
|
|
|
|
|
|
|
Price/earnings multiple |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest before provision and noninterest income |
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent net interest and noninterest income |
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio |
|
|
|
|
|
|
|
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|
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|
|
|
|
52
Impairment comparison
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With impairment |
|
|
Without impairment |
|
|
Impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
291.4 |
|
|
$ |
363.7 |
|
|
$ |
(72.3 |
) |
|
|
$ |
11,157.0 |
|
|
$ |
11,229.3 |
|
|
$ |
(72.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,097.7 |
|
|
|
10,128.3 |
|
|
|
(30.6 |
) |
|
|
1,059.3 |
|
|
|
1,101.0 |
|
|
|
(41.7 |
) |
|
|
$ |
11,157.0 |
|
|
$ |
11,229.3 |
|
|
$ |
(72.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
363.1 |
|
|
$ |
363.1 |
|
|
$ |
|
|
|
|
(21.3 |
) |
|
|
(21.3 |
) |
|
|
|
|
|
|
346.1 |
|
|
|
346.1 |
|
|
|
|
|
|
|
471.6 |
|
|
|
399.3 |
|
|
|
72.3 |
|
|
|
|
216.3 |
|
|
|
288.6 |
|
|
|
(72.3 |
) |
|
|
72.7 |
|
|
|
103.3 |
|
|
|
(30.6 |
) |
|
|
|
143.6 |
|
|
|
185.3 |
|
|
|
(41.7 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
$ |
143.8 |
|
|
$ |
185.5 |
|
|
$ |
(41.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68.4 |
|
|
|
68.4 |
|
|
|
|
|
|
|
69.7 |
|
|
|
69.7 |
|
|
|
|
|
|
$ |
2.10 |
|
|
$ |
2.71 |
|
|
$ |
(0.61 |
) |
|
$ |
2.06 |
|
|
$ |
2.66 |
|
|
$ |
(0.60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,495.1 |
|
|
$ |
10,513.5 |
|
|
$ |
(18.4 |
) |
|
$ |
1,059.1 |
|
|
$ |
1,069.7 |
|
|
$ |
(10.6 |
) |
|
|
1.37 |
% |
|
|
1.76 |
% |
|
|
(0.39 |
)% |
|
|
13.58 |
% |
|
|
17.34 |
% |
|
|
(3.76 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
85.1 |
|
|
$ |
85.1 |
|
|
$ |
|
|
|
|
59.18 |
% |
|
|
45.88 |
% |
|
|
13.30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68.5 |
|
|
|
68.5 |
|
|
|
|
|
|
$ |
15.47 |
|
|
$ |
16.08 |
|
|
$ |
(0.61 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,562 |
|
|
|
2,562 |
|
|
|
|
|
|
$ |
56,100 |
|
|
$ |
72,400 |
|
|
$ |
(16,300 |
) |
|
|
5.77 |
% |
|
|
9.87 |
% |
|
|
(4.10 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
42.17 |
|
|
$ |
42.17 |
|
|
$ |
|
|
|
|
20.08 |
|
|
|
15.56 |
|
|
|
4.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
709.2 |
|
|
$ |
709.2 |
|
|
$ |
|
|
|
|
4.3 |
|
|
|
4.3 |
|
|
|
|
|
|
|
$ |
713.5 |
|
|
$ |
713.5 |
|
|
$ |
|
|
|
$ |
471.6 |
|
|
$ |
399.3 |
|
|
$ |
72.3 |
|
|
|
|
66.10 |
% |
|
|
55.96 |
% |
|
|
10.14 |
% |
ELEVEN-YEAR SUMMARY OF
SELECTED CONSOLIDATED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except share amounts) |
|
20067 |
|
|
2005 |
|
|
CONSOLIDATED AVERAGE STATEMENTS OF CONDITION |
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
210.6 |
|
|
$ |
229.2 |
|
Short-term investments |
|
|
52.8 |
|
|
|
33.7 |
|
Investment securities |
|
|
1,893.1 |
|
|
|
1,876.6 |
|
Loans |
|
|
7,699.8 |
|
|
|
7,047.1 |
|
Reserve for loan losses |
|
|
(91.8 |
) |
|
|
(90.9 |
) |
Net loans |
|
|
7,608.0 |
|
|
|
6,956.2 |
|
Other |
|
|
730.6 |
|
|
|
707.3 |
|
|
Total |
|
$ |
10,495.1 |
|
|
$ |
9,803.0 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Core deposits |
|
$ |
4,919.1 |
|
|
$ |
4,866.6 |
|
National money market deposit accounts |
|
|
17.6 |
|
|
|
|
|
National certificates $100,000 and over |
|
|
2,803.9 |
|
|
|
2,306.6 |
|
Short-term borrowings |
|
|
1,135.8 |
|
|
|
1,107.8 |
|
Other |
|
|
164.9 |
|
|
|
167.0 |
|
Long-term debt |
|
|
394.4 |
|
|
|
405.5 |
|
|
Total |
|
|
9,435.7 |
|
|
|
8,853.5 |
|
Minority interest |
|
|
0.3 |
|
|
|
0.2 |
|
Stockholders equity |
|
|
1,059.1 |
|
|
|
949.3 |
|
|
Total |
|
$ |
10,495.1 |
|
|
$ |
9,803.0 |
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF INCOME |
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
363.1 |
|
|
$ |
328.9 |
|
Advisory fees: |
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
192.0 |
|
|
|
172.1 |
|
Corporate Client Services |
|
|
85.6 |
|
|
|
76.3 |
|
Cramer Rosenthal McGlynn |
|
|
19.3 |
|
|
|
16.1 |
|
Roxbury Capital Management |
|
|
1.2 |
|
|
|
1.4 |
|
|
Total advisory fees |
|
|
298.1 |
|
|
|
265.9 |
|
Amortization of affiliate intangibles |
|
|
(4.2 |
) |
|
|
(4.0 |
) |
|
Net advisory fees |
|
|
293.9 |
|
|
|
261.9 |
|
Other noninterest income |
|
|
52.0 |
|
|
|
50.6 |
|
Securities gains/(losses) |
|
|
0.2 |
|
|
|
0.8 |
|
|
Total noninterest income |
|
|
346.1 |
|
|
|
313.3 |
|
Net interest and noninterest income |
|
|
709.2 |
|
|
|
642.2 |
|
Provision for loan losses |
|
|
(21.3 |
) |
|
|
(11.8 |
) |
Salaries and employment benefits |
|
|
242.5 |
|
|
|
225.0 |
|
Other noninterest expense |
|
|
229.1 |
7 |
|
|
145.1 |
|
|
Total noninterest expense |
|
|
471.6 |
|
|
|
370.1 |
|
Income before income taxes, minority interest, and
cumulative effect of change in accounting principle |
|
|
216.3 |
|
|
|
260.3 |
|
Income tax
expense |
|
|
72.7 |
|
|
|
93.0 |
|
|
Net income before minority interest and cumulative
effect of change in accounting principle |
|
|
143.6 |
|
|
|
167.3 |
|
Minority interest |
|
|
(0.2 |
) |
|
|
0.3 |
|
|
Net income before cumulative effect of change
in accounting principle |
|
|
143.8 |
|
|
|
167.0 |
|
Cumulative effect of change in accounting principle
(net of income taxes of $0.6 in 2001) |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
|
|
|
|
Prior period numbers have been adjusted throughout this
report for the retrospective adoption of stock-based compensation
accounting. |
|
1 |
|
1999 results included a $13.4 million one-time pre-tax charge for outsourcing data processing functions. |
|
2 |
|
Based on income before the cumulative effect of change in accounting principle or one-time pre-tax charge for outsourcing data processing functions. |
|
3 |
|
At year-end. |
|
4 |
|
Total other expenses as a percentage of net interest and other income on a tax-equivalent basis. |
|
5 |
|
Net income less dividends paid as a percentage of prior year-end stockholders equity. |
|
6 |
|
Adjusted for two-for-one stock split June 2002. |
|
7 |
|
2006 results included a $72.3 million non-cash goodwill impairment write-down. |
|
|
|
|
|
54 Eleven-Year Summary of Selected Consolidated Financial Data
|
|
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compound |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
growth rates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1996 to |
|
2001 to |
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
1999 |
|
|
1998 |
|
|
1997 |
|
|
1996 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
212.2 |
|
|
$ |
190.2 |
|
|
$ |
189.1 |
|
|
$ |
215.8 |
|
|
$ |
194.7 |
|
|
$ |
198.0 |
|
|
$ |
188.2 |
|
|
$ |
190.2 |
|
|
$ |
187.5 |
|
|
|
1.17 |
% |
|
|
(0.49 |
)% |
|
|
23.8 |
|
|
|
28.5 |
|
|
|
28.2 |
|
|
|
28.7 |
|
|
|
29.5 |
|
|
|
31.5 |
|
|
|
31.1 |
|
|
|
22.4 |
|
|
|
26.5 |
|
|
|
7.14 |
|
|
|
12.97 |
|
|
|
1,868.5 |
|
|
|
1,742.4 |
|
|
|
1,295.4 |
|
|
|
1,341.9 |
|
|
|
1,567.0 |
|
|
|
1,594.4 |
|
|
|
1,609.6 |
|
|
|
1,386.3 |
|
|
|
1,343.0 |
|
|
|
3.49 |
|
|
|
7.12 |
|
|
|
6,470.4 |
|
|
|
6,060.0 |
|
|
|
5,691.3 |
|
|
|
5,235.3 |
|
|
|
5,053.1 |
|
|
|
4,530.4 |
|
|
|
4,156.4 |
|
|
|
3,921.5 |
|
|
|
3,602.4 |
|
|
|
7.89 |
|
|
|
8.02 |
|
|
|
(90.3 |
) |
|
|
(86.7 |
) |
|
|
(83.0 |
) |
|
|
(77.8 |
) |
|
|
(75.3 |
) |
|
|
(73.3 |
) |
|
|
(66.2 |
) |
|
|
(56.7 |
) |
|
|
(50.8 |
) |
|
|
6.10 |
|
|
|
3.36 |
|
|
|
6,380.1 |
|
|
|
5,973.3 |
|
|
|
5,608.3 |
|
|
|
5,157.5 |
|
|
|
4,977.8 |
|
|
|
4,457.1 |
|
|
|
4,090.2 |
|
|
|
3,864.8 |
|
|
|
3,551.6 |
|
|
|
7.92 |
|
|
|
8.09 |
|
|
|
643.2 |
|
|
|
598.5 |
|
|
|
542.9 |
|
|
|
487.6 |
|
|
|
441.4 |
|
|
|
409.2 |
|
|
|
333.9 |
|
|
|
216.7 |
|
|
|
199.0 |
|
|
|
13.89 |
|
|
|
8.42 |
|
|
|
|
$ |
9,127.8 |
|
|
$ |
8,532.9 |
|
|
$ |
7,663.9 |
|
|
$ |
7,231.5 |
|
|
$ |
7,210.4 |
|
|
$ |
6,690.2 |
|
|
$ |
6,253.0 |
|
|
$ |
5,680.4 |
|
|
$ |
5,307.6 |
|
|
|
7.06 |
% |
|
|
7.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,553.7 |
|
|
$ |
4,356.2 |
|
|
$ |
3,981.1 |
|
|
$ |
3,675.0 |
|
|
$ |
3,766.3 |
|
|
$ |
4,004.5 |
|
|
$ |
3,802.1 |
|
|
$ |
3,561.8 |
|
|
$ |
3,412.0 |
|
|
|
3.76 |
% |
|
|
6.08 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,039.5 |
|
|
|
1,937.7 |
|
|
|
1,846.5 |
|
|
|
1,588.1 |
|
|
|
1,504.8 |
|
|
|
762.0 |
|
|
|
625.2 |
|
|
|
308.6 |
|
|
|
112.0 |
|
|
|
37.99 |
|
|
|
12.04 |
|
|
|
1,116.3 |
|
|
|
975.7 |
|
|
|
821.1 |
|
|
|
1,027.7 |
|
|
|
1,145.9 |
|
|
|
1,138.1 |
|
|
|
1,076.5 |
|
|
|
1,188.2 |
|
|
|
1,195.8 |
|
|
|
(0.51 |
) |
|
|
2.02 |
|
|
|
156.3 |
|
|
|
144.4 |
|
|
|
132.1 |
|
|
|
131.3 |
|
|
|
92.2 |
|
|
|
84.9 |
|
|
|
96.0 |
|
|
|
99.6 |
|
|
|
101.8 |
|
|
|
4.94 |
|
|
|
4.66 |
|
|
|
407.3 |
|
|
|
345.8 |
|
|
|
160.5 |
|
|
|
166.3 |
|
|
|
168.0 |
|
|
|
168.0 |
|
|
|
125.9 |
|
|
|
43.0 |
|
|
|
30.9 |
|
|
|
29.00 |
|
|
|
18.85 |
|
|
|
|
|
8,273.1 |
|
|
|
7,759.8 |
|
|
|
6,941.3 |
|
|
|
6,588.4 |
|
|
|
6,677.2 |
|
|
|
6,157.5 |
|
|
|
5,725.7 |
|
|
|
5,201.2 |
|
|
|
4,852.5 |
|
|
|
6.88 |
|
|
|
7.45 |
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
854.3 |
|
|
|
773.0 |
|
|
|
722.5 |
|
|
|
643.1 |
|
|
|
533.2 |
|
|
|
532.7 |
|
|
|
527.3 |
|
|
|
479.2 |
|
|
|
455.1 |
|
|
|
8.81 |
|
|
|
10.49 |
|
|
|
|
$ |
9,127.8 |
|
|
$ |
8,532.9 |
|
|
$ |
7,663.9 |
|
|
$ |
7,231.5 |
|
|
$ |
7,210.4 |
|
|
$ |
6,690.2 |
|
|
$ |
6,253.0 |
|
|
$ |
5,680.4 |
|
|
$ |
5,307.6 |
|
|
|
7.06 |
% |
|
|
7.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
294.4 |
|
|
$ |
277.1 |
|
|
$ |
276.5 |
|
|
$ |
258.9 |
|
|
$ |
255.1 |
|
|
$ |
245.9 |
|
|
$ |
237.7 |
|
|
$ |
230.0 |
|
|
$ |
214.2 |
|
|
|
5.42 |
% |
|
|
7.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155.6 |
|
|
|
140.4 |
|
|
|
126.9 |
|
|
|
109.6 |
|
|
|
104.5 |
|
|
|
98.1 |
|
|
|
88.8 |
|
|
|
81.8 |
|
|
|
70.1 |
|
|
|
10.60 |
|
|
|
11.87 |
|
|
|
71.6 |
|
|
|
67.3 |
|
|
|
64.3 |
|
|
|
54.9 |
|
|
|
46.7 |
|
|
|
40.4 |
|
|
|
35.8 |
|
|
|
32.7 |
|
|
|
28.1 |
|
|
|
11.78 |
|
|
|
9.29 |
|
|
|
10.9 |
|
|
|
5.3 |
|
|
|
7.7 |
|
|
|
6.3 |
|
|
|
1.6 |
|
|
|
4.1 |
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.10 |
|
|
|
1.6 |
|
|
|
(2.3 |
) |
|
|
8.6 |
|
|
|
14.2 |
|
|
|
19.7 |
|
|
|
12.0 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.99 |
) |
|
|
|
|
239.7 |
|
|
|
210.7 |
|
|
|
207.5 |
|
|
|
185.0 |
|
|
|
172.5 |
|
|
|
154.6 |
|
|
|
132.0 |
|
|
|
114.5 |
|
|
|
98.2 |
|
|
|
11.74 |
|
|
|
10.01 |
|
|
|
(2.5 |
) |
|
|
(1.7 |
) |
|
|
(1.3 |
) |
|
|
(8.2 |
) |
|
|
(7.5 |
) |
|
|
(6.2 |
) |
|
|
(3.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.52 |
) |
|
|
|
|
237.2 |
|
|
|
209.0 |
|
|
|
206.2 |
|
|
|
176.8 |
|
|
|
165.0 |
|
|
|
148.4 |
|
|
|
128.8 |
|
|
|
114.5 |
|
|
|
98.2 |
|
|
|
11.59 |
|
|
|
10.70 |
|
|
|
50.0 |
|
|
|
54.5 |
|
|
|
54.0 |
|
|
|
49.7 |
|
|
|
51.6 |
|
|
|
41.8 |
|
|
|
48.4 |
|
|
|
43.0 |
|
|
|
38.8 |
|
|
|
2.97 |
|
|
|
0.91 |
|
|
|
(0.5 |
) |
|
|
0.7 |
|
|
|
2.0 |
|
|
|
1.5 |
|
|
|
(0.4 |
) |
|
|
1.3 |
|
|
|
6.7 |
|
|
|
|
|
|
|
1.2 |
|
|
|
(16.40 |
) |
|
|
(33.17 |
) |
|
|
|
|
286.7 |
|
|
|
264.2 |
|
|
|
262.2 |
|
|
|
228.0 |
|
|
|
216.2 |
|
|
|
191.5 |
|
|
|
183.9 |
|
|
|
157.5 |
|
|
|
138.2 |
|
|
|
9.61 |
|
|
|
8.71 |
|
|
|
581.1 |
|
|
|
541.3 |
|
|
|
538.7 |
|
|
|
486.9 |
|
|
|
471.3 |
|
|
|
437.4 |
|
|
|
421.6 |
|
|
|
387.5 |
|
|
|
352.4 |
|
|
|
7.24 |
|
|
|
7.81 |
|
|
|
(15.6 |
) |
|
|
(21.6 |
) |
|
|
(22.0 |
) |
|
|
(19.9 |
) |
|
|
(21.9 |
) |
|
|
(17.5 |
) |
|
|
(20.0 |
) |
|
|
(21.5 |
) |
|
|
(16.0 |
) |
|
|
2.90 |
|
|
|
1.37 |
|
|
|
210.5 |
|
|
|
190.8 |
|
|
|
187.5 |
|
|
|
172.2 |
|
|
|
167.9 |
|
|
|
151.7 |
|
|
|
141.0 |
|
|
|
133.3 |
|
|
|
121.6 |
|
|
|
7.15 |
|
|
|
7.09 |
|
|
|
139.3 |
|
|
|
125.5 |
|
|
|
127.5 |
|
|
|
110.1 |
|
|
|
101.8 |
|
|
|
111.0 |
1 |
|
|
92.2 |
|
|
|
77.9 |
|
|
|
72.7 |
|
|
|
12.16 |
|
|
|
15.78 |
|
|
|
|
|
349.8 |
|
|
|
316.3 |
|
|
|
315.0 |
|
|
|
282.3 |
|
|
|
269.7 |
|
|
|
262.7 |
|
|
|
233.2 |
|
|
|
211.2 |
|
|
|
194.3 |
|
|
|
9.27 |
|
|
|
10.81 |
|
|
|
215.7 |
|
|
|
203.4 |
|
|
|
201.7 |
|
|
|
184.7 |
|
|
|
179.7 |
|
|
|
157.2 |
|
|
|
168.4 |
|
|
|
154.8 |
|
|
|
142.1 |
|
|
|
4.29 |
|
|
|
3.21 |
|
|
|
77.9 |
|
|
|
71.4 |
|
|
|
71.8 |
|
|
|
64.1 |
|
|
|
62.4 |
|
|
|
53.2 |
|
|
|
56.6 |
|
|
|
51.6 |
|
|
|
46.1 |
|
|
|
4.66 |
|
|
|
2.55 |
|
|
|
|
|
137.8 |
|
|
|
132.0 |
|
|
|
129.9 |
|
|
|
120.6 |
|
|
|
117.3 |
|
|
|
104.0 |
|
|
|
111.8 |
|
|
|
103.2 |
|
|
|
96.0 |
|
|
|
4.11 |
|
|
|
3.55 |
|
|
|
0.9 |
|
|
|
1.1 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136.9 |
|
|
|
130.9 |
|
|
|
129.3 |
|
|
|
120.6 |
|
|
|
117.3 |
|
|
|
104.0 |
|
|
|
111.8 |
|
|
|
103.2 |
|
|
|
96.0 |
|
|
|
4.12 |
|
|
|
3.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100.00 |
) |
|
|
|
$ |
136.9 |
|
|
$ |
130.9 |
|
|
$ |
129.3 |
|
|
$ |
121.7 |
|
|
$ |
117.3 |
|
|
$ |
104.0 |
1 |
|
$ |
111.8 |
|
|
$ |
103.2 |
|
|
$ |
96.0 |
|
|
|
4.12 |
% |
|
|
3.39 |
% |
|
|
|
|
|
2006 Annual Report
|
(CONTINUED) 55 |
|
ELEVEN-YEAR SUMMARY OF
SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except share amounts) |
|
2006 |
7 |
|
2005 |
|
|
Net income
per share - diluted: |
|
|
|
|
|
|
|
|
Income before cumulative effect of
change in accounting principle |
|
$ |
2.06 |
|
|
$ |
2.43 |
|
Cumulative effect of change in accounting principle6 |
|
|
|
|
|
|
|
|
|
Net income
per share - diluted6 |
|
$ |
2.06 |
|
|
$ |
2.43 |
|
Percentage change from prior year |
|
|
(15 |
)% |
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
SELECTED FINANCIAL RATIOS AND STATISTICS |
|
|
|
|
|
|
|
|
Net income as a percentage of: |
|
|
|
|
|
|
|
|
Average stockholders equity2 |
|
|
13.58 |
% |
|
|
17.59 |
% |
Average total assets2 |
|
|
1.37 |
|
|
|
1.70 |
|
|
|
|
|
|
|
|
|
|
Loan quality: |
|
|
|
|
|
|
|
|
Percentage of average total loans: |
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
0.24 |
% |
|
|
0.14 |
% |
Nonaccruing loans |
|
|
0.40 |
|
|
|
0.56 |
|
Percentage of total loans: |
|
|
|
|
|
|
|
|
Reserve for loan losses3 |
|
|
1.16 |
|
|
|
1.24 |
|
|
|
|
|
|
|
|
|
|
Selected per share data: |
|
|
|
|
|
|
|
|
Dividends
paid6 |
|
$ |
1.245 |
|
|
$ |
1.185 |
|
Book value3,6 |
|
|
15.47 |
|
|
|
14.99 |
|
Stock price3,6 |
|
|
42.17 |
|
|
|
38.91 |
|
|
|
|
|
|
|
|
|
|
Assets under management: |
|
|
|
|
|
|
|
|
Wilmington Trust Company |
|
$ |
29,007.0 |
|
|
$ |
25,998.2 |
|
Cramer Rosenthal McGlynn |
|
|
10,623.8 |
|
|
|
8,899.0 |
|
Roxbury Capital Management |
|
|
3,138.1 |
|
|
|
3,287.3 |
|
|
Combined assets under management |
|
$ |
42,768.9 |
|
|
$ |
38,184.5 |
|
|
|
|
|
|
|
|
|
|
Staff members (full-time equivalents)3 |
|
|
2,562 |
|
|
|
2,469 |
|
Registered stockholders3 |
|
|
7,962 |
|
|
|
8,180 |
|
Net income per staff member (in thousands)2 |
|
$ |
56.1 |
|
|
$ |
67.6 |
|
Efficiency ratio2,4 |
|
|
66.10 |
% |
|
|
57.28 |
% |
Capital generation rate2,5 |
|
|
5.77 |
% |
|
|
9.54 |
% |
Risk-based capital ratio3 |
|
|
12.10 |
% |
|
|
11.84 |
% |
Price/earnings multiple3 |
|
|
20.08 |
|
|
|
15.75 |
|
|
|
|
|
|
Prior period numbers have been adjusted throughout this
report for the retrospective adoption of stock-based compensation
accounting. |
|
1 |
|
1999 results included a $13.4 million one-time pre-tax charge
for outsourcing data processing functions. |
|
2 |
|
Based on income before the cumulative effect of change in
accounting principle or one-time pre-tax charge for outsourcing
data processing functions. |
|
3 |
|
At year-end. |
|
4 |
|
Total other expenses as a percentage of net interest and other
income on a tax-equivalent basis. |
|
5 |
|
Net income less dividends paid as a percentage of prior year-end
stockholders equity. |
|
6 |
|
Adjusted for two-for-one stock split June 2002. |
|
7 |
|
2006 results included a $72.3 million non-cash goodwill impairment
write-down. |
|
|
|
|
|
56 Eleven-Year Summary of Selected Consolidated Financial Data
|
|
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compound |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
growth rates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1996
to |
|
|
2001
to |
|
2004 |
|
|
2003 |
|
|
2002 |
|
| |
2001 |
|
|
2000 |
| |
1999 |
| |
1998 |
| |
1997 |
| |
1996 |
| |
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2.02 |
|
|
$ |
1.97 |
|
|
$ |
1.95 |
|
|
$ |
1.83 |
|
|
$ |
1.80 |
|
|
$ |
1.56 |
|
|
$ |
1.63 |
|
|
$ |
1.50 |
|
|
$ |
1.38 |
|
|
|
4.09 |
% |
|
|
2.40 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100.00 |
) |
|
$ |
2.02 |
|
|
$ |
1.97 |
|
|
$ |
1.95 |
|
|
$ |
1.85 |
|
|
$ |
1.80 |
|
|
$ |
1.56 |
|
|
$ |
1.63 |
|
|
$ |
1.50 |
|
|
$ |
1.38 |
|
|
|
4.09 |
% |
|
|
2.17 |
% |
|
3 |
% |
|
|
1 |
% |
|
|
5 |
% |
|
|
3 |
% |
|
|
15 |
% |
|
|
(4 |
)% |
|
|
9 |
% |
|
|
9 |
% |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.02 |
% |
|
|
16.93 |
% |
|
|
17.90 |
% |
|
|
18.92 |
% |
|
|
22.00 |
% |
|
|
19.52 |
% |
|
|
21.20 |
% |
|
|
21.54 |
% |
|
|
21.09 |
% |
|
|
|
|
|
|
|
|
|
1.50 |
|
|
|
1.53 |
|
|
|
1.69 |
|
|
|
1.68 |
|
|
|
1.63 |
|
|
|
1.55 |
|
|
|
1.79 |
|
|
|
1.82 |
|
|
|
1.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.24 |
% |
|
|
0.27 |
% |
|
|
0.31 |
% |
|
|
0.30 |
% |
|
|
0.44 |
% |
|
|
0.28 |
% |
|
|
0.29 |
% |
|
|
0.31 |
% |
|
|
0.32 |
% |
|
|
|
|
|
|
|
|
|
0.87 |
|
|
|
0.75 |
|
|
|
0.74 |
|
|
|
0.73 |
|
|
|
0.80 |
|
|
|
0.64 |
|
|
|
0.74 |
|
|
|
0.73 |
|
|
|
1.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.33 |
|
|
|
1.44 |
|
|
|
1.41 |
|
|
|
1.47 |
|
|
|
1.48 |
|
|
|
1.60 |
|
|
|
1.66 |
|
|
|
1.60 |
|
|
|
1.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.125 |
|
|
$ |
1.065 |
|
|
$ |
1.005 |
|
|
$ |
0.945 |
|
|
$ |
0.885 |
|
|
$ |
0.825 |
|
|
$ |
0.765 |
|
|
$ |
0.705 |
|
|
$ |
0.645 |
|
|
|
|
|
|
|
|
|
|
13.49 |
|
|
|
12.18 |
|
|
|
11.35 |
|
|
|
10.48 |
|
|
|
9.17 |
|
|
|
7.72 |
|
|
|
8.20 |
|
|
|
7.52 |
|
|
|
6.86 |
|
|
|
|
|
|
|
|
|
|
36.15 |
|
|
|
36.00 |
|
|
|
31.68 |
|
|
|
31.66 |
|
|
|
31.03 |
|
|
|
24.13 |
|
|
|
30.82 |
|
|
|
31.19 |
|
|
|
19.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
26,464.0 |
|
|
$ |
24,352.8 |
|
|
$ |
20,966.7 |
|
|
$ |
23,829.2 |
|
|
$ |
27,994.4 |
|
|
$ |
25,529.7 |
|
|
$ |
22,770.2 |
|
|
$ |
18,740.7 |
|
|
$ |
15,569.4 |
|
|
|
|
|
|
|
|
|
|
6,927.2 |
|
|
|
4,698.6 |
|
|
|
3,512.0 |
|
|
|
4,643.0 |
|
|
|
3,495.0 |
|
|
|
3,204.0 |
|
|
|
4,319.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,138.6 |
|
|
|
3,210.7 |
|
|
|
3,712.4 |
|
|
|
7,700.0 |
|
|
|
11,300.0 |
|
|
|
11,200.0 |
|
|
|
6,000.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
36,529.8 |
|
|
$ |
32,262.1 |
|
|
$ |
28,191.1 |
|
|
$ |
36,172.2 |
|
|
$ |
42,789.4 |
|
|
$ |
39,933.7 |
|
|
$ |
33,089.2 |
|
|
$ |
18,740.7 |
|
|
$ |
15,569.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,428 |
|
|
|
2,307 |
|
|
|
2,361 |
|
|
|
2,316 |
|
|
|
2,299 |
|
|
|
2,434 |
|
|
|
2,442 |
|
|
|
2,428 |
|
|
|
2,418 |
|
|
|
|
|
|
|
|
|
|
8,499 |
|
|
|
8,666 |
|
|
|
8,712 |
|
|
|
8,841 |
|
|
|
9,189 |
|
|
|
9,617 |
|
|
|
9,868 |
|
|
|
10,164 |
|
|
|
10,241 |
|
|
|
|
|
|
|
|
|
$ |
56.4 |
|
|
$ |
56.7 |
|
|
$ |
54.8 |
|
|
$ |
52.5 |
|
|
$ |
51.0 |
|
|
$ |
42.7 |
|
|
$ |
45.8 |
|
|
$ |
42.5 |
|
|
$ |
39.7 |
|
|
|
|
|
|
|
|
|
|
59.73 |
% |
|
|
57.92 |
% |
|
|
57.93 |
% |
|
|
57.20 |
% |
|
|
56.35 |
% |
|
|
58.99 |
% |
|
|
54.23 |
% |
|
|
53.21 |
% |
|
|
53.59 |
% |
|
|
|
|
|
|
|
|
|
7.70 |
% |
|
|
8.15 |
% |
|
|
9.24 |
% |
|
|
10.12 |
% |
|
|
12.04 |
% |
|
|
9.08 |
% |
|
|
12.03 |
% |
|
|
11.97 |
% |
|
|
11.23 |
% |
|
|
|
|
|
|
|
|
|
11.68 |
% |
|
|
12.52 |
% |
|
|
10.19 |
% |
|
|
11.20 |
% |
|
|
10.83 |
% |
|
|
10.70 |
% |
|
|
12.49 |
% |
|
|
12.39 |
% |
|
|
12.02 |
% |
|
|
|
|
|
|
|
|
|
17.63 |
|
|
|
18.09 |
|
|
|
16.08 |
|
|
|
16.93 |
|
|
|
17.05 |
|
|
|
15.27 |
|
|
|
18.46 |
|
|
|
20.39 |
|
|
|
14.11 |
|
|
|
|
|
|
|
|
|
FIVE-YEAR
ANALYSIS OF EARNINGS AND
CONSOLIDATED STATEMENTS OF CONDITION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
(Dollar amounts in millions; |
|
Average |
|
|
Income/ |
|
Average |
rates on a tax-equivalent basis) |
|
balance |
|
|
expense |
|
rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and securities |
|
|
|
|
|
|
|
|
|
|
|
|
purchased under agreements to resell |
|
$ |
52.8 |
|
|
$ |
2.7 |
|
|
|
5.04 |
% |
U.S. Treasury |
|
|
156.5 |
|
|
|
6.0 |
|
|
|
3.76 |
|
Government agencies |
|
|
478.9 |
|
|
|
20.4 |
|
|
|
4.20 |
|
Obligations
of state and political subdivisions1 |
|
|
10.0 |
|
|
|
0.9 |
|
|
|
8.80 |
|
Preferred stock1 |
|
|
90.2 |
|
|
|
6.9 |
|
|
|
7.65 |
|
Mortgage-backed securities |
|
|
761.9 |
|
|
|
32.9 |
|
|
|
4.15 |
|
Other securities1 |
|
|
395.6 |
|
|
|
24.2 |
|
|
|
6.14 |
|
|
Total investment securities |
|
|
1,893.1 |
|
|
|
91.3 |
|
|
|
4.73 |
|
Commercial,
financial, and agricultural loans |
|
|
2,437.4 |
|
|
|
189.6 |
|
|
|
7.78 |
|
Real estate construction loans |
|
|
1,516.8 |
|
|
|
128.5 |
|
|
|
8.47 |
|
Mortgage commercial loans |
|
|
1,240.8 |
|
|
|
97.6 |
|
|
|
7.87 |
|
|
Total commercial loans |
|
|
5,195.0 |
|
|
|
415.7 |
|
|
|
8.00 |
|
Mortgage residential loans |
|
|
495.2 |
|
|
|
28.7 |
|
|
|
5.80 |
|
Consumer loans |
|
|
1,458.2 |
|
|
|
104.6 |
|
|
|
7.18 |
|
Loans secured with liquid collateral |
|
|
551.4 |
|
|
|
36.1 |
|
|
|
6.54 |
|
|
Total retail loans |
|
|
2,504.8 |
|
|
|
169.4 |
|
|
|
6.76 |
|
Total loans1,2 |
|
|
7,699.8 |
|
|
|
585.1 |
|
|
|
7.60 |
|
Total earning assets |
|
|
9,645.7 |
|
|
|
679.1 |
|
|
|
7.01 |
|
Other assets |
|
|
849.4 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
10,495.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
$ |
311.4 |
|
|
|
1.3 |
|
|
|
0.41 |
|
Interest-bearing demand |
|
|
2,347.5 |
|
|
|
25.5 |
|
|
|
1.09 |
|
Certificates
under $100,000 |
|
|
979.4 |
|
|
|
36.5 |
|
|
|
3.73 |
|
Local certificates $100,000 and over |
|
|
521.7 |
|
|
|
23.3 |
|
|
|
4.48 |
|
|
Core interest-bearing deposits |
|
|
4,160.0 |
|
|
|
86.6 |
|
|
|
2.08 |
|
National money market deposit accounts |
|
|
17.6 |
|
|
|
1.0 |
|
|
|
5.39 |
|
National certificates $100,000 and over |
|
|
2,803.9 |
|
|
|
143.7 |
|
|
|
5.12 |
|
|
Total interest-bearing deposits |
|
|
6,981.5 |
|
|
|
231.3 |
|
|
|
3.31 |
|
Federal funds purchased and securities |
|
|
|
|
|
|
|
|
|
|
|
|
sold under agreements to repurchase |
|
|
1,124.7 |
|
|
|
53.7 |
|
|
|
4.77 |
|
U.S. Treasury demand |
|
|
11.1 |
|
|
|
0.5 |
|
|
|
4.77 |
|
|
Total short-term borrowings |
|
|
1,135.8 |
|
|
|
54.2 |
|
|
|
4.77 |
|
Long-term debt |
|
|
394.4 |
|
|
|
26.2 |
|
|
|
6.65 |
|
|
Total interest-bearing liabilities |
|
|
8,511.7 |
|
|
|
311.7 |
|
|
|
3.66 |
|
Demand deposits |
|
|
759.1 |
|
|
|
|
|
|
|
|
|
Other noninterest funds |
|
|
374.9 |
|
|
|
|
|
|
|
|
|
|
Total funds used to support earning
assets |
|
|
9,645.7 |
|
|
|
311.7 |
|
|
|
3.22 |
|
Minority interest |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
1,059.1 |
|
|
|
|
|
|
|
|
|
Equity used to support earning assets |
|
|
(374.9 |
) |
|
|
|
|
|
|
|
|
Other liabilities |
|
|
164.9 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders equity |
|
$ |
10,495.1 |
|
|
|
|
|
|
|
|
|
Net interest income/margin3 |
|
|
|
|
|
|
367.4 |
|
|
|
3.79 |
% |
Tax-equivalent adjustment |
|
|
|
|
|
|
(4.3 |
) |
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
363.1 |
|
|
|
|
|
|
|
|
1 |
|
Tax-advantaged income has been adjusted to a tax-equivalent basis using a combined statutory federal and state income tax rate of 35% for all years. |
|
2 |
|
Loan balances include nonaccrual loans. Amortization of deferred loan fees is included in interest income. |
|
3 |
|
To compute the net interest margin, we divide net interest
income on a fully tax-equivalent basis by total earning assets, on
average. |
Note:
Average rates are calculated using average balances based on
historical cost and do not reflect market valuation
adjustments.
|
|
|
|
|
58 Five-Year Analysis of Earnings and Consolidated statement of condition
|
|
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
Average |
|
Income/ |
|
Average |
|
Average |
|
Income/ |
|
Average |
|
Average |
|
Income/ |
|
Average |
|
Average |
|
Income/ |
|
Average |
|
balance |
|
expense |
|
rate |
|
balance |
|
expense |
|
rate |
|
balance |
|
expense |
|
rate |
|
balance |
|
expense |
|
rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33.7 |
|
|
$ |
1.1 |
|
|
|
3.39 |
% |
|
$ |
23.8 |
|
|
$ |
0.4 |
|
|
|
1.52 |
% |
|
$ |
28.5 |
|
|
$ |
0.4 |
|
|
|
1.26 |
% |
|
$ |
28.2 |
|
|
$ |
0.6 |
|
|
|
2.14 |
% |
|
|
124.4 |
|
|
|
3.9 |
|
|
|
3.05 |
|
|
|
189.0 |
|
|
|
5.6 |
|
|
|
2.97 |
|
|
|
308.1 |
|
|
|
8.8 |
|
|
|
2.90 |
|
|
|
413.2 |
|
|
|
15.0 |
|
|
|
3.71 |
|
|
|
363.8 |
|
|
|
14.1 |
|
|
|
3.85 |
|
|
|
262.2 |
|
|
|
10.2 |
|
|
|
3.92 |
|
|
|
190.7 |
|
|
|
7.7 |
|
|
|
4.16 |
|
|
|
171.1 |
|
|
|
9.6 |
|
|
|
5.75 |
|
|
|
11.5 |
|
|
|
1.0 |
|
|
|
8.75 |
|
|
|
13.5 |
|
|
|
1.1 |
|
|
|
8.70 |
|
|
|
16.4 |
|
|
|
1.4 |
|
|
|
9.00 |
|
|
|
17.2 |
|
|
|
1.5 |
|
|
|
8.98 |
|
|
|
94.0 |
|
|
|
6.9 |
|
|
|
7.50 |
|
|
|
120.9 |
|
|
|
9.1 |
|
|
|
7.41 |
|
|
|
118.4 |
|
|
|
8.8 |
|
|
|
7.44 |
|
|
|
86.4 |
|
|
|
7.4 |
|
|
|
8.19 |
|
|
|
925.0 |
|
|
|
38.4 |
|
|
|
4.07 |
|
|
|
973.6 |
|
|
|
39.8 |
|
|
|
4.05 |
|
|
|
861.1 |
|
|
|
36.3 |
|
|
|
4.23 |
|
|
|
428.5 |
|
|
|
23.9 |
|
|
|
5.76 |
|
|
|
357.9 |
|
|
|
16.9 |
|
|
|
4.73 |
|
|
|
309.3 |
|
|
|
9.7 |
|
|
|
3.15 |
|
|
|
247.7 |
|
|
|
7.4 |
|
|
|
2.95 |
|
|
|
179.0 |
|
|
|
6.6 |
|
|
|
3.56 |
|
|
|
|
|
1,876.6 |
|
|
|
81.2 |
|
|
|
4.28 |
|
|
|
1,868.5 |
|
|
|
75.5 |
|
|
|
4.03 |
|
|
|
1,742.4 |
|
|
|
70.4 |
|
|
|
4.07 |
|
|
|
1,295.4 |
|
|
|
64.0 |
|
|
|
5.01 |
|
|
|
2,462.1 |
|
|
|
152.2 |
|
|
|
6.19 |
|
|
|
2,374.4 |
|
|
|
107.9 |
|
|
|
4.55 |
|
|
|
2,209.3 |
|
|
|
97.0 |
|
|
|
4.39 |
|
|
|
2,005.5 |
|
|
|
104.2 |
|
|
|
5.20 |
|
|
|
982.3 |
|
|
|
67.4 |
|
|
|
6.87 |
|
|
|
731.8 |
|
|
|
35.7 |
|
|
|
4.88 |
|
|
|
612.4 |
|
|
|
27.5 |
|
|
|
4.49 |
|
|
|
448.0 |
|
|
|
22.8 |
|
|
|
5.09 |
|
|
|
1,229.1 |
|
|
|
79.3 |
|
|
|
6.46 |
|
|
|
1,168.6 |
|
|
|
58.9 |
|
|
|
5.04 |
|
|
|
1,044.1 |
|
|
|
55.7 |
|
|
|
5.34 |
|
|
|
998.5 |
|
|
|
63.6 |
|
|
|
6.37 |
|
|
|
|
|
4,673.5 |
|
|
|
298.9 |
|
|
|
6.40 |
|
|
|
4,274.8 |
|
|
|
202.5 |
|
|
|
4.74 |
|
|
|
3,865.8 |
|
|
|
180.2 |
|
|
|
4.66 |
|
|
|
3,452.0 |
|
|
|
190.6 |
|
|
|
5.52 |
|
|
|
438.6 |
|
|
|
25.9 |
|
|
|
5.89 |
|
|
|
453.8 |
|
|
|
27.4 |
|
|
|
6.04 |
|
|
|
585.2 |
|
|
|
39.1 |
|
|
|
6.67 |
|
|
|
777.1 |
|
|
|
53.8 |
|
|
|
6.92 |
|
|
|
1,329.3 |
|
|
|
84.8 |
|
|
|
6.38 |
|
|
|
1,134.1 |
|
|
|
67.7 |
|
|
|
5.97 |
|
|
|
1,037.9 |
|
|
|
68.1 |
|
|
|
6.56 |
|
|
|
1,008.5 |
|
|
|
73.4 |
|
|
|
7.28 |
|
|
|
605.7 |
|
|
|
28.6 |
|
|
|
4.72 |
|
|
|
607.7 |
|
|
|
17.5 |
|
|
|
2.88 |
|
|
|
571.1 |
|
|
|
15.4 |
|
|
|
2.69 |
|
|
|
453.7 |
|
|
|
15.5 |
|
|
|
3.42 |
|
|
|
|
|
2,373.6 |
|
|
|
139.3 |
|
|
|
5.86 |
|
|
|
2,195.6 |
|
|
|
112.6 |
|
|
|
5.13 |
|
|
|
2,194.2 |
|
|
|
122.6 |
|
|
|
5.58 |
|
|
|
2,239.3 |
|
|
|
142.7 |
|
|
|
6.37 |
|
|
|
7,047.1 |
|
|
|
438.2 |
|
|
|
6.22 |
|
|
|
6,470.4 |
|
|
|
315.1 |
|
|
|
4.87 |
|
|
|
6,060.0 |
|
|
|
302.8 |
|
|
|
5.00 |
|
|
|
5,691.3 |
|
|
|
333.3 |
|
|
|
5.86 |
|
|
|
8,957.4 |
|
|
|
520.5 |
|
|
|
5.80 |
|
|
|
8,362.7 |
|
|
|
391.0 |
|
|
|
4.67 |
|
|
|
7,830.9 |
|
|
|
373.6 |
|
|
|
4.78 |
|
|
|
7,014.9 |
|
|
|
397.9 |
|
|
|
5.69 |
|
|
|
845.6 |
|
|
|
|
|
|
|
|
|
|
|
765.1 |
|
|
|
|
|
|
|
|
|
|
|
702.0 |
|
|
|
|
|
|
|
|
|
|
|
649.0 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,803.0 |
|
|
|
|
|
|
|
|
|
|
$ |
9,127.8 |
|
|
|
|
|
|
|
|
|
|
$ |
8,532.9 |
|
|
|
|
|
|
|
|
|
|
$ |
7,663.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
344.9 |
|
|
|
0.9 |
|
|
|
0.27 |
|
|
$ |
369.1 |
|
|
|
0.7 |
|
|
|
0.18 |
|
|
$ |
366.0 |
|
|
|
0.6 |
|
|
|
0.16 |
|
|
$ |
353.9 |
|
|
|
0.9 |
|
|
|
0.25 |
|
|
|
2,303.8 |
|
|
|
19.9 |
|
|
|
0.86 |
|
|
|
2,311.1 |
|
|
|
11.6 |
|
|
|
0.50 |
|
|
|
2,183.9 |
|
|
|
9.2 |
|
|
|
0.42 |
|
|
|
1,735.2 |
|
|
|
10.1 |
|
|
|
0.58 |
|
|
|
824.4 |
|
|
|
21.1 |
|
|
|
2.56 |
|
|
|
768.3 |
|
|
|
15.6 |
|
|
|
2.03 |
|
|
|
834.4 |
|
|
|
22.3 |
|
|
|
2.67 |
|
|
|
891.2 |
|
|
|
31.2 |
|
|
|
3.51 |
|
|
|
401.5 |
|
|
|
12.1 |
|
|
|
3.01 |
|
|
|
177.7 |
|
|
|
3.0 |
|
|
|
1.69 |
|
|
|
138.6 |
|
|
|
2.4 |
|
|
|
1.74 |
|
|
|
169.5 |
|
|
|
4.4 |
|
|
|
2.60 |
|
|
|
|
|
3,874.6 |
|
|
|
54.0 |
|
|
|
1.39 |
|
|
|
3,626.2 |
|
|
|
30.9 |
|
|
|
0.85 |
|
|
|
3,522.9 |
|
|
|
34.5 |
|
|
|
0.98 |
|
|
|
3,149.8 |
|
|
|
46.6 |
|
|
|
1.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,306.6 |
|
|
|
77.4 |
|
|
|
3.36 |
|
|
|
2,039.5 |
|
|
|
29.3 |
|
|
|
1.44 |
|
|
|
1,937.7 |
|
|
|
29.2 |
|
|
|
1.50 |
|
|
|
1,846.5 |
|
|
|
41.4 |
|
|
|
2.24 |
|
|
|
|
|
6,181.2 |
|
|
|
131.4 |
|
|
|
2.13 |
|
|
|
5,665.7 |
|
|
|
60.2 |
|
|
|
1.06 |
|
|
|
5,460.6 |
|
|
|
63.7 |
|
|
|
1.17 |
|
|
|
4,996.3 |
|
|
|
88.0 |
|
|
|
1.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,096.3 |
|
|
|
35.1 |
|
|
|
3.20 |
|
|
|
1,106.8 |
|
|
|
18.1 |
|
|
|
1.64 |
|
|
|
964.1 |
|
|
|
14.4 |
|
|
|
1.50 |
|
|
|
792.1 |
|
|
|
17.3 |
|
|
|
2.19 |
|
|
|
11.5 |
|
|
|
0.3 |
|
|
|
3.04 |
|
|
|
9.5 |
|
|
|
0.1 |
|
|
|
1.10 |
|
|
|
11.6 |
|
|
|
0.1 |
|
|
|
0.87 |
|
|
|
29.0 |
|
|
|
0.4 |
|
|
|
1.46 |
|
|
|
|
|
1,107.8 |
|
|
|
35.4 |
|
|
|
3.20 |
|
|
|
1,116.3 |
|
|
|
18.2 |
|
|
|
1.63 |
|
|
|
975.7 |
|
|
|
14.5 |
|
|
|
1.49 |
|
|
|
821.1 |
|
|
|
17.7 |
|
|
|
2.16 |
|
|
|
405.5 |
|
|
|
20.9 |
|
|
|
5.15 |
|
|
|
407.3 |
|
|
|
13.7 |
|
|
|
3.36 |
|
|
|
345.8 |
|
|
|
13.5 |
|
|
|
3.91 |
|
|
|
160.5 |
|
|
|
10.6 |
|
|
|
6.60 |
|
|
|
|
|
7,694.5 |
|
|
|
187.7 |
|
|
|
2.44 |
|
|
|
7,189.3 |
|
|
|
92.1 |
|
|
|
1.28 |
|
|
|
6,782.1 |
|
|
|
91.7 |
|
|
|
1.35 |
|
|
|
5,977.9 |
|
|
|
116.3 |
|
|
|
1.95 |
|
|
|
992.0 |
|
|
|
|
|
|
|
|
|
|
|
927.5 |
|
|
|
|
|
|
|
|
|
|
|
833.3 |
|
|
|
|
|
|
|
|
|
|
|
831.3 |
|
|
|
|
|
|
|
|
|
|
|
270.9 |
|
|
|
|
|
|
|
|
|
|
|
245.9 |
|
|
|
|
|
|
|
|
|
|
|
215.5 |
|
|
|
|
|
|
|
|
|
|
|
205.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,957.4 |
|
|
|
187.7 |
|
|
|
2.09 |
|
|
|
8,362.7 |
|
|
|
92.1 |
|
|
|
1.10 |
|
|
|
7,830.9 |
|
|
|
91.7 |
|
|
|
1.18 |
|
|
|
7,014.9 |
|
|
|
116.3 |
|
|
|
1.67 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
949.3 |
|
|
|
|
|
|
|
|
|
|
|
854.3 |
|
|
|
|
|
|
|
|
|
|
|
773.0 |
|
|
|
|
|
|
|
|
|
|
|
722.5 |
|
|
|
|
|
|
|
|
|
|
|
(270.9 |
) |
|
|
|
|
|
|
|
|
|
|
(245.9 |
) |
|
|
|
|
|
|
|
|
|
|
(215.5 |
) |
|
|
|
|
|
|
|
|
|
|
(205.7 |
) |
|
|
|
|
|
|
|
|
|
|
167.0 |
|
|
|
|
|
|
|
|
|
|
|
156.3 |
|
|
|
|
|
|
|
|
|
|
|
144.4 |
|
|
|
|
|
|
|
|
|
|
|
132.1 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,803.0 |
|
|
|
|
|
|
|
|
|
|
$ |
9,127.8 |
|
|
|
|
|
|
|
|
|
|
$ |
8,532.9 |
|
|
|
|
|
|
|
|
|
|
$ |
7,663.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
332.8 |
|
|
|
3.71 |
% |
|
|
|
|
|
|
298.9 |
|
|
|
3.57 |
% |
|
|
|
|
|
|
281.9 |
|
|
|
3.60 |
% |
|
|
|
|
|
|
281.6 |
|
|
|
4.02 |
% |
|
|
|
|
|
|
(3.9 |
) |
|
|
|
|
|
|
|
|
|
|
(4.5 |
) |
|
|
|
|
|
|
|
|
|
|
(4.8 |
) |
|
|
|
|
|
|
|
|
|
|
(5.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
328.9 |
|
|
|
|
|
|
|
|
|
|
$ |
294.4 |
|
|
|
|
|
|
|
|
|
|
$ |
277.1 |
|
|
|
|
|
|
|
|
|
|
$ |
276.5 |
|
|
|
|
|
FIVE-YEAR COMPARISON OF
CONSOLIDATED AVERAGE STATEMENTS OF CONDITION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
210.6 |
|
|
$ |
229.2 |
|
|
$ |
212.2 |
|
|
$ |
190.2 |
|
|
$ |
189.1 |
|
Federal funds sold and securities
purchased under agreements to resell |
|
|
52.8 |
|
|
|
33.7 |
|
|
|
23.8 |
|
|
|
28.5 |
|
|
|
28.2 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
|
156.5 |
|
|
|
124.4 |
|
|
|
189.0 |
|
|
|
308.1 |
|
|
|
413.2 |
|
Government agencies |
|
|
478.9 |
|
|
|
363.8 |
|
|
|
262.2 |
|
|
|
190.7 |
|
|
|
171.1 |
|
Obligations of state and political subdivisions |
|
|
10.0 |
|
|
|
11.5 |
|
|
|
13.5 |
|
|
|
16.4 |
|
|
|
17.2 |
|
Preferred stock |
|
|
90.2 |
|
|
|
94.0 |
|
|
|
120.9 |
|
|
|
118.4 |
|
|
|
86.4 |
|
Mortgage-backed securities |
|
|
761.9 |
|
|
|
925.0 |
|
|
|
973.6 |
|
|
|
861.1 |
|
|
|
428.5 |
|
Other securities |
|
|
395.6 |
|
|
|
357.9 |
|
|
|
309.3 |
|
|
|
247.7 |
|
|
|
179.0 |
|
|
Total investment securities |
|
|
1,893.1 |
|
|
|
1,876.6 |
|
|
|
1,868.5 |
|
|
|
1,742.4 |
|
|
|
1,295.4 |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
2,437.4 |
|
|
|
2,462.1 |
|
|
|
2,374.4 |
|
|
|
2,209.3 |
|
|
|
2,005.5 |
|
Real estate construction |
|
|
1,516.8 |
|
|
|
982.3 |
|
|
|
731.8 |
|
|
|
612.4 |
|
|
|
448.0 |
|
Mortgage commercial |
|
|
1,240.8 |
|
|
|
1,229.1 |
|
|
|
1,168.6 |
|
|
|
1,044.1 |
|
|
|
998.5 |
|
|
Total commercial loans |
|
|
5,195.0 |
|
|
|
4,673.5 |
|
|
|
4,274.8 |
|
|
|
3,865.8 |
|
|
|
3,452.0 |
|
Mortgage residential |
|
|
495.2 |
|
|
|
438.6 |
|
|
|
453.8 |
|
|
|
585.2 |
|
|
|
777.1 |
|
Consumer loans |
|
|
1,458.2 |
|
|
|
1,329.3 |
|
|
|
1,134.1 |
|
|
|
1,037.9 |
|
|
|
1,008.5 |
|
Loans secured with liquid collateral |
|
|
551.4 |
|
|
|
605.7 |
|
|
|
607.7 |
|
|
|
571.1 |
|
|
|
453.7 |
|
|
Total retail loans |
|
|
2,504.8 |
|
|
|
2,373.6 |
|
|
|
2,195.6 |
|
|
|
2,194.2 |
|
|
|
2,239.3 |
|
Total loans net of unearned income |
|
|
7,699.8 |
|
|
|
7,047.1 |
|
|
|
6,470.4 |
|
|
|
6,060.0 |
|
|
|
5,691.3 |
|
Reserve for loan losses |
|
|
(91.8 |
) |
|
|
(90.9 |
) |
|
|
(90.3 |
) |
|
|
(86.7 |
) |
|
|
(83.0 |
) |
|
Net loans |
|
|
7,608.0 |
|
|
|
6,956.2 |
|
|
|
6,380.1 |
|
|
|
5,973.3 |
|
|
|
5,608.3 |
|
Premises and equipment |
|
|
150.6 |
|
|
|
148.9 |
|
|
|
152.0 |
|
|
|
153.4 |
|
|
|
140.8 |
|
Goodwill |
|
|
339.6 |
|
|
|
341.4 |
|
|
|
290.9 |
|
|
|
244.1 |
|
|
|
234.0 |
|
Other intangibles |
|
|
37.4 |
|
|
|
41.5 |
|
|
|
31.1 |
|
|
|
22.1 |
|
|
|
12.2 |
|
Other assets |
|
|
203.0 |
|
|
|
175.5 |
|
|
|
169.2 |
|
|
|
178.9 |
|
|
|
155.9 |
|
|
Total assets |
|
$ |
10,495.1 |
|
|
$ |
9,803.0 |
|
|
$ |
9,127.8 |
|
|
$ |
8,532.9 |
|
|
$ |
7,663.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand |
|
$ |
759.1 |
|
|
$ |
992.0 |
|
|
$ |
927.5 |
|
|
$ |
833.3 |
|
|
$ |
831.3 |
|
Interest-bearing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
|
311.4 |
|
|
|
344.9 |
|
|
|
369.1 |
|
|
|
366.0 |
|
|
|
353.9 |
|
Interest-bearing demand |
|
|
2,347.5 |
|
|
|
2,303.8 |
|
|
|
2,311.1 |
|
|
|
2,183.9 |
|
|
|
1,735.2 |
|
Certificates under $100,000 |
|
|
979.4 |
|
|
|
824.4 |
|
|
|
768.3 |
|
|
|
834.4 |
|
|
|
891.2 |
|
Local certificates $100,000 and over |
|
|
521.7 |
|
|
|
401.5 |
|
|
|
177.7 |
|
|
|
138.6 |
|
|
|
169.5 |
|
|
Total core deposits |
|
|
4,919.1 |
|
|
|
4,866.6 |
|
|
|
4,553.7 |
|
|
|
4,356.2 |
|
|
|
3,981.1 |
|
National money market deposit accounts |
|
|
17.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National certificates $100,000 and over |
|
|
2,803.9 |
|
|
|
2,306.6 |
|
|
|
2,039.5 |
|
|
|
1,937.7 |
|
|
|
1,846.5 |
|
|
Total deposits |
|
|
7,740.6 |
|
|
|
7,173.2 |
|
|
|
6,593.2 |
|
|
|
6,293.9 |
|
|
|
5,827.6 |
|
Short-term borrowings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased and securities sold
under agreements to repurchase |
|
|
1,124.7 |
|
|
|
1,096.3 |
|
|
|
1,106.8 |
|
|
|
964.1 |
|
|
|
792.1 |
|
U.S. Treasury demand |
|
|
11.1 |
|
|
|
11.5 |
|
|
|
9.5 |
|
|
|
11.6 |
|
|
|
29.0 |
|
|
Total short-term borrowings |
|
|
1,135.8 |
|
|
|
1,107.8 |
|
|
|
1,116.3 |
|
|
|
975.7 |
|
|
|
821.1 |
|
Other liabilities |
|
|
164.9 |
|
|
|
167.0 |
|
|
|
156.3 |
|
|
|
144.4 |
|
|
|
132.1 |
|
Long-term debt |
|
|
394.4 |
|
|
|
405.5 |
|
|
|
407.3 |
|
|
|
345.8 |
|
|
|
160.5 |
|
|
Total liabilities |
|
|
9,435.7 |
|
|
|
8,853.5 |
|
|
|
8,273.1 |
|
|
|
7,759.8 |
|
|
|
6,941.3 |
|
Minority interest |
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.4 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Stockholders equity |
|
|
1,059.1 |
|
|
|
949.3 |
|
|
|
854.3 |
|
|
|
773.0 |
|
|
|
722.5 |
|
|
Total liabilities and stockholders equity |
|
$ |
10,495.1 |
|
|
$ |
9,803.0 |
|
|
$ |
9,127.8 |
|
|
$ |
8,532.9 |
|
|
$ |
7,663.9 |
|
|
|
|
|
|
|
60 Five-Year
Comparison of Consolidated Average Statements of Condition
|
|
Wilmington Trust Corporation |
FIVE-YEAR COMPARISON
OF CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions, except share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
NET INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
674.8 |
|
|
$ |
516.6 |
|
|
$ |
386.5 |
|
|
$ |
368.8 |
|
|
$ |
392.8 |
|
Interest expense |
|
|
311.7 |
|
|
|
187.7 |
|
|
|
92.1 |
|
|
|
91.7 |
|
|
|
116.3 |
|
|
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 interest income after provision for loan losses |
|
|
341.8 |
|
|
|
317.1 |
|
|
|
278.8 |
|
|
|
255.5 |
|
|
|
254.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
192.0 |
|
|
|
172.1 |
|
|
|
155.6 |
|
|
|
140.4 |
|
|
|
126.9 |
|
Corporate Client Services |
|
|
85.6 |
|
|
|
76.3 |
|
|
|
71.6 |
|
|
|
67.3 |
|
|
|
64.3 |
|
Cramer Rosenthal McGlynn |
|
|
19.3 |
|
|
|
16.1 |
|
|
|
10.9 |
|
|
|
5.3 |
|
|
|
7.7 |
|
Roxbury Capital Management |
|
|
1.2 |
|
|
|
1.4 |
|
|
|
1.6 |
|
|
|
(2.3 |
) |
|
|
8.6 |
|
|
Total advisory fees |
|
|
298.1 |
|
|
|
265.9 |
|
|
|
239.7 |
|
|
|
210.7 |
|
|
|
207.5 |
|
Amortization of affiliate intangibles |
|
|
(4.2 |
) |
|
|
(4.0 |
) |
|
|
(2.5 |
) |
|
|
(1.7 |
) |
|
|
(1.3 |
) |
|
Advisory fees after amortization of affiliate intangibles |
|
|
293.9 |
|
|
|
261.9 |
|
|
|
237.2 |
|
|
|
209.0 |
|
|
|
206.2 |
|
Service charges on deposit accounts |
|
|
28.2 |
|
|
|
28.1 |
|
|
|
31.4 |
|
|
|
32.3 |
|
|
|
29.9 |
|
Other noninterest income |
|
|
23.8 |
|
|
|
22.5 |
|
|
|
18.6 |
|
|
|
22.2 |
|
|
|
24.1 |
|
Securities gains/(losses) |
|
|
0.2 |
|
|
|
0.8 |
|
|
|
(0.5 |
) |
|
|
0.7 |
|
|
|
2.0 |
|
|
Total noninterest income |
|
|
346.1 |
|
|
|
313.3 |
|
|
|
286.7 |
|
|
|
264.2 |
|
|
|
262.2 |
|
Net interest and noninterest income |
|
|
687.9 |
|
|
|
630.4 |
|
|
|
565.5 |
|
|
|
519.7 |
|
|
|
516.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages |
|
|
154.4 |
|
|
|
139.8 |
|
|
|
134.7 |
|
|
|
124.1 |
|
|
|
119.5 |
|
Incentives and bonuses |
|
|
39.8 |
|
|
|
38.0 |
|
|
|
35.1 |
|
|
|
31.1 |
|
|
|
35.4 |
|
Employment benefits |
|
|
48.3 |
|
|
|
47.2 |
|
|
|
40.7 |
|
|
|
35.6 |
|
|
|
32.6 |
|
Net occupancy |
|
|
25.7 |
|
|
|
22.4 |
|
|
|
21.2 |
|
|
|
20.6 |
|
|
|
20.4 |
|
Furniture, equipment, and supplies |
|
|
38.3 |
|
|
|
34.7 |
|
|
|
32.1 |
|
|
|
28.2 |
|
|
|
31.9 |
|
Impairment write-down |
|
|
72.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other noninterest expense |
|
|
92.8 |
|
|
|
88.0 |
|
|
|
86.0 |
|
|
|
76.7 |
|
|
|
75.2 |
|
|
Total noninterest expense |
|
|
471.6 |
|
|
|
370.1 |
|
|
|
349.8 |
|
|
|
316.3 |
|
|
|
315.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest |
|
|
216.3 |
|
|
|
260.3 |
|
|
|
215.7 |
|
|
|
203.4 |
|
|
|
201.7 |
|
Income tax expense |
|
|
72.7 |
|
|
|
93.0 |
|
|
|
77.9 |
|
|
|
71.4 |
|
|
|
71.8 |
|
|
Net income before minority interest |
|
|
143.6 |
|
|
|
167.3 |
|
|
|
137.8 |
|
|
|
132.0 |
|
|
|
129.9 |
|
Minority interest |
|
|
(0.2 |
) |
|
|
0.3 |
|
|
|
0.9 |
|
|
|
1.1 |
|
|
|
0.6 |
|
|
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
|
$ |
130.9 |
|
|
$ |
129.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share basic |
|
$ |
2.10 |
|
|
$ |
2.47 |
|
|
$ |
2.05 |
|
|
$ |
1.99 |
|
|
$ |
1.97 |
|
Net income per share diluted |
|
$ |
2.06 |
|
|
$ |
2.43 |
|
|
$ |
2.02 |
|
|
$ |
1.97 |
|
|
$ |
1.95 |
|
Weighted average shares outstanding (in thousands)
Basic |
|
|
68,413 |
|
|
|
67,688 |
|
|
|
66,793 |
|
|
|
65,869 |
|
|
|
65,617 |
|
Diluted |
|
|
69,707 |
|
|
|
68,570 |
|
|
|
67,749 |
|
|
|
66,536 |
|
|
|
66,301 |
|
Net income as a percentage of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total assets |
|
|
1.37 |
% |
|
|
1.70 |
% |
|
|
1.50 |
% |
|
|
1.53 |
% |
|
|
1.69 |
% |
Average stockholders equity |
|
|
13.58 |
% |
|
|
17.59 |
% |
|
|
16.02 |
% |
|
|
16.93 |
% |
|
|
17.90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXCLUDING IMPAIRMENT WRITE-DOWN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest |
|
$ |
216.3 |
|
|
$ |
260.3 |
|
|
$ |
215.7 |
|
|
$ |
203.4 |
|
|
$ |
201.7 |
|
Impairment write-down |
|
|
72.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes, minority interest and impairment write-down |
|
|
288.6 |
|
|
|
260.3 |
|
|
|
215.7 |
|
|
|
203.4 |
|
|
|
201.7 |
|
Income tax expense |
|
|
103.3 |
|
|
|
93.0 |
|
|
|
77.9 |
|
|
|
71.4 |
|
|
|
71.8 |
|
|
Net income before minority interest and impairment write-down |
|
|
185.3 |
|
|
|
167.3 |
|
|
|
137.8 |
|
|
|
132.0 |
|
|
|
129.9 |
|
Minority interest |
|
|
(0.2 |
) |
|
|
0.3 |
|
|
|
0.9 |
|
|
|
1.1 |
|
|
|
0.6 |
|
|
Net income before impairment write-down |
|
$ |
185.5 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
|
$ |
130.9 |
|
|
$ |
129.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share basic |
|
$ |
2.71 |
|
|
$ |
2.47 |
|
|
$ |
2.05 |
|
|
$ |
1.99 |
|
|
$ |
1.97 |
|
Net income per share diluted |
|
$ |
2.66 |
|
|
$ |
2.43 |
|
|
$ |
2.02 |
|
|
$ |
1.97 |
|
|
$ |
1.95 |
|
Weighted average shares outstanding (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
68,413 |
|
|
|
67,688 |
|
|
|
66,793 |
|
|
|
65,869 |
|
|
|
65,617 |
|
Diluted |
|
|
69,707 |
|
|
|
68,570 |
|
|
|
67,749 |
|
|
|
66,536 |
|
|
|
66,301 |
|
Net income as a percentage of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total assets |
|
|
1.76 |
% |
|
|
1.70 |
% |
|
|
1.50 |
% |
|
|
1.53 |
% |
|
|
1.69 |
% |
Average stockholders equity |
|
|
17.34 |
% |
|
|
17.59 |
% |
|
|
16.02 |
% |
|
|
16.93 |
% |
|
|
17.90 |
% |
SUMMARY OF CONSOLIDATED
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
2006 |
|
|
2005 |
|
(in millions, except share amounts) |
|
Dec. 31 |
|
|
Sept. 30 |
|
|
June 30 |
|
|
Mar. 31 |
|
|
Dec. 31 |
|
|
Sept. 30 |
|
|
June 30 |
|
|
Mar. 31 |
|
|
NET INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
182.0 |
|
|
$ |
175.0 |
|
|
$ |
165.0 |
|
|
$ |
152.8 |
|
|
$ |
146.2 |
|
|
$ |
134.9 |
|
|
$ |
122.6 |
|
|
$ |
112.9 |
|
Interest expense |
|
|
89.6 |
|
|
|
82.0 |
|
|
|
74.6 |
|
|
|
65.5 |
|
|
|
58.7 |
|
|
|
51.2 |
|
|
|
42.5 |
|
|
|
35.3 |
|
|
Net interest income |
|
|
92.4 |
|
|
|
93.0 |
|
|
|
90.4 |
|
|
|
87.3 |
|
|
|
87.5 |
|
|
|
83.7 |
|
|
|
80.1 |
|
|
|
77.6 |
|
Provision for loan losses |
|
|
(6.5 |
) |
|
|
(6.6 |
) |
|
|
(4.2 |
) |
|
|
(4.0 |
) |
|
|
(2.0 |
) |
|
|
(2.9 |
) |
|
|
(3.8 |
) |
|
|
(3.1 |
) |
|
Net interest income after provision for
loan losses |
|
|
85.9 |
|
|
|
86.4 |
|
|
|
86.2 |
|
|
|
83.3 |
|
|
|
85.5 |
|
|
|
80.8 |
|
|
|
76.3 |
|
|
|
74.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
51.3 |
|
|
|
47.1 |
|
|
|
47.0 |
|
|
|
46.3 |
|
|
|
42.7 |
|
|
|
43.5 |
|
|
|
42.4 |
|
|
|
43.5 |
|
Corporate Client Services |
|
|
23.4 |
|
|
|
21.1 |
|
|
|
20.8 |
|
|
|
20.4 |
|
|
|
20.6 |
|
|
|
19.1 |
|
|
|
18.7 |
|
|
|
18.0 |
|
Cramer Rosenthal McGlynn |
|
|
5.3 |
|
|
|
4.6 |
|
|
|
5.5 |
|
|
|
4.0 |
|
|
|
4.3 |
|
|
|
3.4 |
|
|
|
4.0 |
|
|
|
4.3 |
|
Roxbury Capital Management |
|
|
0.1 |
|
|
|
|
|
|
|
0.3 |
|
|
|
0.9 |
|
|
|
0.6 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
Total advisory fees |
|
|
80.1 |
|
|
|
72.8 |
|
|
|
73.6 |
|
|
|
71.6 |
|
|
|
68.2 |
|
|
|
66.3 |
|
|
|
65.3 |
|
|
|
66.1 |
|
Amortization of affiliate intangibles |
|
|
(1.1 |
) |
|
|
(1.1 |
) |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
Advisory fees after amortization of
affiliate intangibles |
|
|
79.0 |
|
|
|
71.7 |
|
|
|
72.6 |
|
|
|
70.6 |
|
|
|
67.2 |
|
|
|
65.3 |
|
|
|
64.3 |
|
|
|
65.1 |
|
Service charges on deposit accounts |
|
|
7.1 |
|
|
|
7.3 |
|
|
|
7.0 |
|
|
|
6.9 |
|
|
|
7.3 |
|
|
|
7.4 |
|
|
|
6.7 |
|
|
|
6.7 |
|
Other noninterest income |
|
|
6.2 |
|
|
|
5.5 |
|
|
|
6.8 |
|
|
|
5.2 |
|
|
|
5.3 |
|
|
|
7.0 |
|
|
|
5.4 |
|
|
|
4.8 |
|
Securities gains/(losses) |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
|
Noninterest income |
|
|
92.5 |
|
|
|
84.6 |
|
|
|
86.3 |
|
|
|
82.7 |
|
|
|
79.8 |
|
|
|
79.7 |
|
|
|
76.4 |
|
|
|
77.4 |
|
Net interest and noninterest income |
|
|
178.4 |
|
|
|
171.0 |
|
|
|
172.5 |
|
|
|
166.0 |
|
|
|
165.3 |
|
|
|
160.5 |
|
|
|
152.7 |
|
|
|
151.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages |
|
|
40.3 |
|
|
|
39.5 |
|
|
|
37.8 |
|
|
|
36.9 |
|
|
|
36.4 |
|
|
|
35.4 |
|
|
|
35.0 |
|
|
|
32.9 |
|
Incentives and bonuses |
|
|
10.3 |
|
|
|
8.9 |
|
|
|
10.3 |
|
|
|
10.3 |
|
|
|
8.8 |
|
|
|
9.3 |
|
|
|
10.1 |
|
|
|
9.8 |
|
Employment benefits |
|
|
11.4 |
|
|
|
11.4 |
|
|
|
11.9 |
|
|
|
13.5 |
|
|
|
11.5 |
|
|
|
11.6 |
|
|
|
11.7 |
|
|
|
12.5 |
|
Net occupancy |
|
|
6.7 |
|
|
|
6.7 |
|
|
|
6.3 |
|
|
|
5.9 |
|
|
|
6.1 |
|
|
|
5.5 |
|
|
|
5.1 |
|
|
|
5.7 |
|
Furniture, equipment, and supplies |
|
|
10.3 |
|
|
|
9.2 |
|
|
|
9.9 |
|
|
|
9.0 |
|
|
|
8.4 |
|
|
|
8.7 |
|
|
|
9.0 |
|
|
|
8.4 |
|
Other noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising and contributions |
|
|
3.2 |
|
|
|
2.2 |
|
|
|
2.1 |
|
|
|
1.9 |
|
|
|
2.5 |
|
|
|
2.4 |
|
|
|
2.1 |
|
|
|
2.1 |
|
Servicing and consulting fees |
|
|
2.9 |
|
|
|
2.8 |
|
|
|
2.4 |
|
|
|
2.3 |
|
|
|
2.9 |
|
|
|
2.3 |
|
|
|
2.3 |
|
|
|
2.8 |
|
Subadvisor expense |
|
|
2.3 |
|
|
|
2.7 |
|
|
|
2.9 |
|
|
|
2.8 |
|
|
|
2.5 |
|
|
|
2.7 |
|
|
|
1.7 |
|
|
|
2.6 |
|
Travel, entertainment, and training |
|
|
3.4 |
|
|
|
2.5 |
|
|
|
2.3 |
|
|
|
2.2 |
|
|
|
2.6 |
|
|
|
2.6 |
|
|
|
1.9 |
|
|
|
1.7 |
|
Originating and processing fees |
|
|
3.1 |
|
|
|
2.8 |
|
|
|
2.4 |
|
|
|
2.8 |
|
|
|
2.8 |
|
|
|
2.8 |
|
|
|
2.7 |
|
|
|
2.2 |
|
Other expense |
|
|
11.0 |
|
|
|
9.9 |
|
|
|
10.0 |
|
|
|
9.9 |
|
|
|
10.0 |
|
|
|
10.2 |
|
|
|
10.1 |
|
|
|
9.6 |
|
|
Total other noninterest expense |
|
|
25.9 |
|
|
|
22.9 |
|
|
|
22.1 |
|
|
|
21.9 |
|
|
|
23.3 |
|
|
|
23.0 |
|
|
|
20.8 |
|
|
|
21.0 |
|
Total noninterest expense
before impairment |
|
|
104.9 |
|
|
|
98.6 |
|
|
|
98.3 |
|
|
|
97.5 |
|
|
|
94.5 |
|
|
|
93.5 |
|
|
|
91.7 |
|
|
|
90.3 |
|
Impairment write-down |
|
|
|
|
|
|
72.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
104.9 |
|
|
|
170.9 |
|
|
|
98.3 |
|
|
|
97.5 |
|
|
|
94.5 |
|
|
|
93.5 |
|
|
|
91.7 |
|
|
|
90.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and
minority interest |
|
|
73.5 |
|
|
|
0.1 |
|
|
|
74.2 |
|
|
|
68.5 |
|
|
|
70.8 |
|
|
|
67.0 |
|
|
|
61.0 |
|
|
|
61.6 |
|
Income tax expense/(benefit) |
|
|
26.3 |
|
|
|
(5.0 |
) |
|
|
27.2 |
|
|
|
24.3 |
|
|
|
24.3 |
|
|
|
24.1 |
|
|
|
22.4 |
|
|
|
22.4 |
|
|
Net income before minority interest |
|
|
47.2 |
|
|
|
5.1 |
|
|
|
47.0 |
|
|
|
44.2 |
|
|
|
46.5 |
|
|
|
42.9 |
|
|
|
38.6 |
|
|
|
39.2 |
|
Minority interest |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
Net income |
|
$ |
47.5 |
|
|
$ |
5.2 |
|
|
$ |
46.9 |
|
|
$ |
44.1 |
|
|
$ |
46.5 |
|
|
$ |
42.8 |
|
|
$ |
38.5 |
|
|
$ |
39.2 |
|
Net income per share basic |
|
$ |
0.69 |
|
|
$ |
0.08 |
|
|
$ |
0.69 |
|
|
$ |
0.65 |
|
|
$ |
0.69 |
|
|
$ |
0.63 |
|
|
$ |
0.57 |
|
|
$ |
0.58 |
|
Net income per share diluted |
|
$ |
0.68 |
|
|
$ |
0.07 |
|
|
$ |
0.67 |
|
|
$ |
0.64 |
|
|
$ |
0.67 |
|
|
$ |
0.62 |
|
|
$ |
0.56 |
|
|
$ |
0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXCLUDING IMPAIRMENT
WRITE-DOWN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
and minority interest |
|
$ |
73.5 |
|
|
$ |
0.1 |
|
|
$ |
74.2 |
|
|
$ |
68.5 |
|
|
$ |
70.8 |
|
|
$ |
67.0 |
|
|
$ |
61.0 |
|
|
$ |
61.6 |
|
Impairment write-down |
|
|
|
|
|
|
72.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes, minority
interest, and impairment write-down |
|
|
73.5 |
|
|
|
72.4 |
|
|
|
74.2 |
|
|
|
68.5 |
|
|
|
70.8 |
|
|
|
67.0 |
|
|
|
61.0 |
|
|
|
61.6 |
|
Income tax expense |
|
|
26.3 |
|
|
|
25.6 |
|
|
|
27.2 |
|
|
|
24.3 |
|
|
|
24.3 |
|
|
|
24.1 |
|
|
|
22.4 |
|
|
|
22.4 |
|
|
Net income before minority interest
and impairment write-down |
|
|
47.2 |
|
|
|
46.8 |
|
|
|
47.0 |
|
|
|
44.2 |
|
|
|
46.5 |
|
|
|
42.9 |
|
|
|
38.6 |
|
|
|
39.2 |
|
Minority interest |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
Net income before impairment write-down |
|
$ |
47.5 |
|
|
$ |
46.9 |
|
|
$ |
46.9 |
|
|
$ |
44.1 |
|
|
$ |
46.5 |
|
|
$ |
42.8 |
|
|
$ |
38.5 |
|
|
$ |
39.2 |
|
Net income per share basic |
|
$ |
0.69 |
|
|
$ |
0.68 |
|
|
$ |
0.69 |
|
|
$ |
0.65 |
|
|
$ |
0.69 |
|
|
$ |
0.63 |
|
|
$ |
0.57 |
|
|
$ |
0.58 |
|
Net income per share diluted |
|
$ |
0.68 |
|
|
$ |
0.68 |
|
|
$ |
0.67 |
|
|
$ |
0.64 |
|
|
$ |
0.67 |
|
|
$ |
0.62 |
|
|
$ |
0.56 |
|
|
$ |
0.57 |
|
|
|
|
|
|
|
62 Summary
of Consolidated Quarterly Results of Operations (unaudited)
|
|
Wilmington Trust Corporation |
CONSOLIDATED STATEMENTS OF CONDITION
|
|
|
|
|
|
|
|
|
|
As of December 31 (in millions, except share amounts) |
|
2006 |
|
|
2005 |
|
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from
banks |
|
$ |
249.7 |
|
|
$ |
264.0 |
|
Federal funds sold and securities purchased under agreements to
resell |
|
|
68.9 |
|
|
|
14.3 |
|
Investment securities available for sale |
|
|
2,112.9 |
|
|
|
1,926.3 |
|
Investment securities held to maturity (fair value of $1.8 in
2006 and $2.6 in 2005) |
|
|
1.7 |
|
|
|
2.5 |
|
Loans: |
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
2,533.5 |
|
|
|
2,461.3 |
|
Real estate construction |
|
|
1,663.9 |
|
|
|
1,233.9 |
|
Mortgage commercial |
|
|
1,296.1 |
|
|
|
1,223.9 |
|
|
Total commercial loans |
|
|
5,493.5 |
|
|
|
4,919.1 |
|
Mortgage residential |
|
|
536.9 |
|
|
|
455.5 |
|
Consumer loans |
|
|
1,517.0 |
|
|
|
1,438.3 |
|
Loans secured with liquid collateral |
|
|
547.5 |
|
|
|
584.8 |
|
|
Total retail loans |
|
|
2,601.4 |
|
|
|
2,478.6 |
|
Total loans net of unearned income |
|
|
8,094.9 |
|
|
|
7,397.7 |
|
Reserve for loan losses |
|
|
(94.2 |
) |
|
|
(91.4 |
) |
|
Net loans |
|
|
8,000.7 |
|
|
|
7,306.3 |
|
Premises and equipment, net |
|
|
150.3 |
|
|
|
147.6 |
|
Goodwill, net of accumulated amortization of $29.8 in 2006 and
2005 |
|
|
291.4 |
|
|
|
348.3 |
|
Other intangible assets, net of accumulated amortization of
$25.7 in 2006 and $20.3 in 2005 |
|
|
35.4 |
|
|
|
36.2 |
|
Accrued interest receivable |
|
|
74.0 |
|
|
|
54.5 |
|
Other assets |
|
|
172.0 |
|
|
|
145.4 |
|
|
Total assets |
|
$ |
11,157.0 |
|
|
$ |
10,245.4 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
Noninterest-bearing demand |
|
$ |
913.6 |
|
|
$ |
1,014.8 |
|
Interest-bearing: |
|
|
|
|
|
|
|
|
Savings |
|
|
313.8 |
|
|
|
326.3 |
|
Interest-bearing demand |
|
|
2,417.5 |
|
|
|
2,360.0 |
|
Certificates under $100,000 |
|
|
1,012.6 |
|
|
|
923.0 |
|
Local certificates $100,000 and over |
|
|
474.4 |
|
|
|
436.5 |
|
|
Total core deposits |
|
|
5,131.9 |
|
|
|
5,060.6 |
|
National money market deposit accounts |
|
|
143.1 |
|
|
|
|
|
National certificates $100,000 and over |
|
|
3,054.1 |
|
|
|
2,228.6 |
|
|
Total deposits |
|
|
8,329.1 |
|
|
|
7,289.2 |
|
Short-term borrowings: |
|
|
|
|
|
|
|
|
Federal funds purchased and securities sold under agreements
to repurchase |
|
|
1,130.8 |
|
|
|
1,355.6 |
|
U.S. Treasury demand deposits |
|
|
13.0 |
|
|
|
18.1 |
|
Line of credit |
|
|
15.0 |
|
|
|
|
|
|
Total short-term borrowings |
|
|
1,158.8 |
|
|
|
1,373.7 |
|
Accrued interest payable |
|
|
75.2 |
|
|
|
45.7 |
|
Other liabilities |
|
|
146.1 |
|
|
|
118.5 |
|
Long-term debt |
|
|
388.5 |
|
|
|
400.4 |
|
|
Total liabilities |
|
|
10,097.7 |
|
|
|
9,227.5 |
|
Minority interest |
|
|
|
|
|
|
0.2 |
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock: $1.00 par value, authorized 150,000,000
shares, issued 78,528,346 shares |
|
|
78.5 |
|
|
|
78.5 |
|
Capital surplus |
|
|
168.6 |
|
|
|
145.0 |
|
Retained earnings |
|
|
1,130.4 |
|
|
|
1,071.7 |
|
Accumulated other comprehensive loss |
|
|
(52.7 |
) |
|
|
(21.8 |
) |
|
Total contributed capital and retained earnings |
|
|
1,324.8 |
|
|
|
1,273.4 |
|
Less:
treasury stock: 10,068,832 shares in 2006 and 10,625,067 shares in 2005, at cost |
|
|
(265.5 |
) |
|
|
(255.7 |
) |
|
Total stockholders equity |
|
|
1,059.3 |
|
|
|
1,017.7 |
|
|
Total liabilities and stockholders equity |
|
$ |
11,157.0 |
|
|
$ |
10,245.4 |
|
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions, except share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
NET INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
583.2 |
|
|
$ |
436.6 |
|
|
$ |
313.7 |
|
Interest and dividends on investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Taxable interest |
|
|
82.3 |
|
|
|
72.4 |
|
|
|
64.2 |
|
Tax-exempt interest |
|
|
0.6 |
|
|
|
0.6 |
|
|
|
0.8 |
|
Dividends |
|
|
6.0 |
|
|
|
5.9 |
|
|
|
7.4 |
|
Interest on federal funds sold and securities purchased under agreements to resell |
|
|
2.7 |
|
|
|
1.1 |
|
|
|
0.4 |
|
|
Total interest income |
|
|
674.8 |
|
|
|
516.6 |
|
|
|
386.5 |
|
Interest on deposits |
|
|
231.3 |
|
|
|
131.4 |
|
|
|
60.2 |
|
Interest on short-term borrowings |
|
|
54.2 |
|
|
|
35.4 |
|
|
|
18.2 |
|
Interest on long-term debt |
|
|
26.2 |
|
|
|
20.9 |
|
|
|
13.7 |
|
|
Total interest expense |
|
|
311.7 |
|
|
|
187.7 |
|
|
|
92.1 |
|
Net interest income |
|
|
363.1 |
|
|
|
328.9 |
|
|
|
294.4 |
|
Provision for loan losses |
|
|
(21.3 |
) |
|
|
(11.8 |
) |
|
|
(15.6 |
) |
|
Net interest income after provision for loan losses |
|
|
341.8 |
|
|
|
317.1 |
|
|
|
278.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Trust and investment advisory fees |
|
|
136.1 |
|
|
|
123.9 |
|
|
|
111.0 |
|
Mutual fund fees |
|
|
20.2 |
|
|
|
17.8 |
|
|
|
19.2 |
|
Planning and other services |
|
|
35.7 |
|
|
|
30.4 |
|
|
|
25.4 |
|
|
Total Wealth Advisory Services |
|
|
192.0 |
|
|
|
172.1 |
|
|
|
155.6 |
|
Corporate Client Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital markets services |
|
|
37.0 |
|
|
|
34.3 |
|
|
|
31.7 |
|
Entity management services |
|
|
26.8 |
|
|
|
23.6 |
|
|
|
22.6 |
|
Retirement services |
|
|
11.5 |
|
|
|
10.7 |
|
|
|
9.2 |
|
Investment/cash management services |
|
|
10.3 |
|
|
|
7.7 |
|
|
|
8.1 |
|
|
Total Corporate Client Services |
|
|
85.6 |
|
|
|
76.3 |
|
|
|
71.6 |
|
Cramer Rosenthal McGlynn |
|
|
19.3 |
|
|
|
16.1 |
|
|
|
10.9 |
|
Roxbury Capital Management |
|
|
1.2 |
|
|
|
1.4 |
|
|
|
1.6 |
|
|
Total advisory fees |
|
|
298.1 |
|
|
|
265.9 |
|
|
|
239.7 |
|
Amortization of affiliate intangibles |
|
|
(4.2 |
) |
|
|
(4.0 |
) |
|
|
(2.5 |
) |
|
Advisory fees after amortization of affiliate intangibles |
|
|
293.9 |
|
|
|
261.9 |
|
|
|
237.2 |
|
Service charges on deposit accounts |
|
|
28.2 |
|
|
|
28.1 |
|
|
|
31.4 |
|
Loan fees and late charges |
|
|
8.0 |
|
|
|
7.2 |
|
|
|
6.1 |
|
Card fees |
|
|
9.2 |
|
|
|
8.1 |
|
|
|
8.6 |
|
Other noninterest income |
|
|
6.6 |
|
|
|
7.2 |
|
|
|
3.9 |
|
Securities gains/(losses) |
|
|
0.2 |
|
|
|
0.8 |
|
|
|
(0.5 |
) |
|
Total noninterest income |
|
|
346.1 |
|
|
|
313.3 |
|
|
|
286.7 |
|
Net interest and noninterest income |
|
$ |
687.9 |
|
|
$ |
630.4 |
|
|
$ |
565.5 |
|
(CONTINUED)
|
|
|
|
|
|
64 Consolidated
Statements of Income
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions, except share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages |
|
$ |
154.4 |
|
|
$ |
139.8 |
|
|
$ |
134.7 |
|
Incentives and bonuses |
|
|
39.8 |
|
|
|
38.0 |
|
|
|
35.1 |
|
Employment benefits |
|
|
48.3 |
|
|
|
47.2 |
|
|
|
40.7 |
|
Net occupancy |
|
|
25.7 |
|
|
|
22.4 |
|
|
|
21.2 |
|
Furniture, equipment, and supplies |
|
|
38.3 |
|
|
|
34.7 |
|
|
|
32.1 |
|
Advertising and contributions |
|
|
9.4 |
|
|
|
9.1 |
|
|
|
8.5 |
|
Servicing and consulting fees |
|
|
10.4 |
|
|
|
10.2 |
|
|
|
11.6 |
|
Subadvisor expense |
|
|
10.7 |
|
|
|
9.4 |
|
|
|
9.5 |
|
Travel, entertainment, and training |
|
|
10.4 |
|
|
|
8.8 |
|
|
|
8.7 |
|
Originating and processing fees |
|
|
11.1 |
|
|
|
10.5 |
|
|
|
9.0 |
|
Impairment write-down |
|
|
72.3 |
|
|
|
|
|
|
|
|
|
Other noninterest expense |
|
|
40.8 |
|
|
|
40.0 |
|
|
|
38.7 |
|
|
Total noninterest expense |
|
|
471.6 |
|
|
|
370.1 |
|
|
|
349.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest |
|
|
216.3 |
|
|
|
260.3 |
|
|
|
215.7 |
|
Income tax expense |
|
|
72.7 |
|
|
|
93.0 |
|
|
|
77.9 |
|
|
Net income before minority interest |
|
$ |
143.6 |
|
|
$ |
167.3 |
|
|
$ |
137.8 |
|
Minority interest |
|
|
(0.2 |
) |
|
|
0.3 |
|
|
|
0.9 |
|
|
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.10 |
|
|
$ |
2.47 |
|
|
$ |
2.05 |
|
Diluted |
|
$ |
2.06 |
|
|
$ |
2.43 |
|
|
$ |
2.02 |
|
|
Weighted average shares outstanding (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
68,413 |
|
|
|
67,688 |
|
|
|
66,793 |
|
Diluted |
|
|
69,707 |
|
|
|
68,570 |
|
|
|
67,749 |
|
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other com- |
|
|
|
|
|
|
|
|
|
Common |
|
|
Capital |
|
|
Retained |
|
|
prehensive |
|
|
Treasury |
|
|
|
|
(In millions, except share amounts) |
|
stock |
|
|
surplus |
|
|
earnings |
|
|
loss |
|
|
stock |
|
|
Total |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2006 |
|
$ |
78.5 |
|
|
$ |
145.0 |
|
|
$ |
1,071.7 |
|
|
$ |
(21.8 |
) |
|
$ |
(255.7 |
) |
|
$ |
1,017.7 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
143.8 |
|
|
|
|
|
|
|
|
|
|
|
143.8 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on securities, net of income
taxes of $2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.0 |
|
|
|
|
|
|
|
5.0 |
|
Reclassification adjustment for security gains included
in net income, net of income taxes of $(0.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
Reclassification adjustment for derivative gains
included in net income, net of income taxes of $(1.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.6 |
) |
|
|
|
|
|
|
(2.6 |
) |
Foreign
currency translation adjustments, net of
income taxes of $0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.2 |
|
|
|
|
|
|
|
1.2 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147.3 |
|
Minimum pension liability adjustment, net of income
taxes of $(12.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23.9 |
) |
|
|
|
|
|
|
(23.9 |
) |
OPEB minimum liability adjustment, net of income
taxes of $(3.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7.1 |
) |
|
|
|
|
|
|
(7.1 |
) |
SERP liability adjustment, net of income taxes of $(1.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.4 |
) |
|
|
|
|
|
|
(3.4 |
) |
Cash dividends paid: $1.245 per share |
|
|
|
|
|
|
|
|
|
|
(85.1 |
) |
|
|
|
|
|
|
|
|
|
|
(85.1 |
) |
Common stock issued under employment benefit plans
and to the Board of Directors (1,219,231 shares issued) |
|
|
|
|
|
|
12.1 |
|
|
|
|
|
|
|
|
|
|
|
19.3 |
|
|
|
31.4 |
|
Stock-based compensation expense
|
|
|
|
|
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.0 |
|
Acquisition of treasury stock (662,996 shares acquired) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29.1 |
) |
|
|
(29.1 |
) |
Tax benefits from stock-based compensation costs |
|
|
|
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5 |
|
|
Balance at December 31, 2006 |
|
$ |
78.5 |
|
|
$ |
168.6 |
|
|
$ |
1,130.4 |
|
|
$ |
(52.7 |
) |
|
$ |
(265.5 |
) |
|
$ |
1,059.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2005 |
|
$ |
78.5 |
|
|
$ |
129.7 |
|
|
$ |
984.9 |
|
|
$ |
(22.7 |
) |
|
$ |
(261.0 |
) |
|
$ |
909.4 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
167.0 |
|
|
|
|
|
|
|
|
|
|
|
167.0 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on securities, net of income
taxes of $(10.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.3 |
) |
|
|
|
|
|
|
(18.3 |
) |
Reclassification adjustment for security gains included
in net income, net of income taxes of $(0.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5 |
) |
|
|
|
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.8 |
) |
|
|
|
|
|
|
|
|
Reclassification adjustment for derivative gains
included in net income, net of income taxes of $(0.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
Foreign
currency translation adjustments,
net of income taxes of $(0.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5 |
) |
|
|
|
|
|
|
(0.5 |
) |
Minimum pension liability adjustment, net of
income taxes of $10.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.7 |
|
|
|
|
|
|
|
19.7 |
|
SERP
liability adjustment, net of income taxes of $0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6 |
|
|
|
|
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167.9 |
|
Cash dividends paid: $1.185 per share |
|
|
|
|
|
|
|
|
|
|
(80.2 |
) |
|
|
|
|
|
|
|
|
|
|
(80.2 |
) |
Common stock issued under employment benefit plans
and to the Board of Directors (551,509 shares issued) |
|
|
|
|
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
7.2 |
|
|
|
14.8 |
|
Stock-based compensation expense |
|
|
|
|
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.6 |
|
Acquisition of treasury stock (53,652 shares acquired) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.9 |
) |
|
|
(1.9 |
) |
Tax benefits from stock-based compensation costs |
|
|
|
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1 |
|
|
Balance at December 31, 2005 |
|
$ |
78.5 |
|
|
$ |
145.0 |
|
|
$ |
1,071.7 |
|
|
$ |
(21.8 |
) |
|
$ |
(255.7 |
) |
|
$ |
1,017.7 |
|
(CONTINUED)
|
|
|
|
|
|
66 Consolidated
Statements of Changes in Stockholders Equity
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other com- |
|
|
|
|
|
|
|
|
|
Common |
|
|
Capital |
|
|
Retained |
|
|
prehensive |
|
|
Treasury |
|
|
|
|
(In millions, except share amounts) |
|
stock |
|
|
surplus |
|
|
earnings |
|
|
loss |
|
|
stock |
|
|
Total |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2004 |
|
$ |
78.5 |
|
|
$ |
83.6 |
|
|
$ |
923.0 |
|
|
$ |
(16.1 |
) |
|
$ |
(264.6 |
) |
|
$ |
804.4 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
136.9 |
|
|
|
|
|
|
|
|
|
|
|
136.9 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on securities, net of income
taxes of $(2.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.1 |
) |
|
|
|
|
|
|
(4.1 |
) |
Reclassification adjustment for security losses
included in net income, net of income taxes of $0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.8 |
) |
|
|
|
|
|
|
|
|
Reclassification adjustment for derivative gains
included in net income, net of income taxes of $(0.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
(0.2 |
) |
Foreign
currency translation adjustments, net of
income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
Minimum pension liability adjustment, net of income
taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.7 |
) |
|
|
|
|
|
|
(1.7 |
) |
SERP liability adjustment, net of income taxes of $(0.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.0 |
) |
|
|
|
|
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid: $1.125 per share |
|
|
|
|
|
|
|
|
|
|
(75.0 |
) |
|
|
|
|
|
|
|
|
|
|
(75.0 |
) |
Common stock issued under employment benefit plans
and to the Board of Directors (575,660 shares issued) |
|
|
|
|
|
|
7.2 |
|
|
|
|
|
|
|
|
|
|
|
7.3 |
|
|
|
14.5 |
|
Stock-based compensation expense |
|
|
|
|
|
|
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.8 |
|
Common stock issued for purchase of subsidiary
(1,316,654 shares issued) |
|
|
|
|
|
|
32.2 |
|
|
|
|
|
|
|
|
|
|
|
16.2 |
|
|
|
48.4 |
|
Acquisition of treasury stock (550,224 shares acquired) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19.9 |
) |
|
|
(19.9 |
) |
Tax benefits from stock-based compensation costs |
|
|
|
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.9 |
|
|
Balance at December 31, 2004 |
|
$ |
78.5 |
|
|
$ |
129.7 |
|
|
$ |
984.9 |
|
|
$ |
(22.7 |
) |
|
$ |
(261.0 |
) |
|
$ |
909.4 |
|
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
21.3 |
|
|
|
11.8 |
|
|
|
15.6 |
|
Provision for depreciation and other amortization |
|
|
21.8 |
|
|
|
19.3 |
|
|
|
19.6 |
|
Impairment write-down |
|
|
72.3 |
|
|
|
|
|
|
|
|
|
Amortization of other intangible assets |
|
|
5.4 |
|
|
|
5.3 |
|
|
|
3.9 |
|
Minority interest in net income |
|
|
(0.2 |
) |
|
|
0.3 |
|
|
|
0.9 |
|
Amortization of investment securities available for sale discounts and premiums |
|
|
0.3 |
|
|
|
3.8 |
|
|
|
12.1 |
|
Deferred income taxes |
|
|
(32.5 |
) |
|
|
5.9 |
|
|
|
8.5 |
|
Originations of residential mortgages available for sale |
|
|
(82.4 |
) |
|
|
(114.0 |
) |
|
|
(78.5 |
) |
Gross proceeds from sales of residential mortgages |
|
|
83.2 |
|
|
|
115.6 |
|
|
|
79.9 |
|
Gains on sales of residential mortgages |
|
|
(0.8 |
) |
|
|
(1.6 |
) |
|
|
(1.4 |
) |
Securities (gains)/losses |
|
|
(0.2 |
) |
|
|
(0.8 |
) |
|
|
0.5 |
|
Employer pension contributions |
|
|
(15.0 |
) |
|
|
(25.0 |
) |
|
|
(12.0 |
) |
Stock-based compensation expense |
|
|
7.0 |
|
|
|
6.6 |
|
|
|
5.8 |
|
Tax benefit realized on employee exercise of stock options |
|
|
(4.5 |
) |
|
|
(1.1 |
) |
|
|
(0.9 |
) |
Decrease/(increase) in other assets |
|
|
27.6 |
|
|
|
(24.6 |
) |
|
|
(12.2 |
) |
Increase in other liabilities |
|
|
22.2 |
|
|
|
40.6 |
|
|
|
20.4 |
|
|
Net cash provided by operating activities |
|
$ |
269.3 |
|
|
$ |
209.1 |
|
|
$ |
199.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of investment securities available for sale |
|
$ |
28.4 |
|
|
$ |
28.4 |
|
|
$ |
67.4 |
|
Proceeds from maturities of investment securities available for sale |
|
|
1,404.0 |
|
|
|
528.4 |
|
|
|
1,360.3 |
|
Proceeds from maturities of investment securities held to maturity |
|
|
0.8 |
|
|
|
0.7 |
|
|
|
1.1 |
|
Purchases of investment securities available for sale |
|
|
(1,611.4 |
) |
|
|
(705.3 |
) |
|
|
(1,381.2 |
) |
Purchases of investment securities held to maturity |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
Investments in affiliates |
|
|
(13.3 |
) |
|
|
|
|
|
|
(15.7 |
) |
Cash paid for purchase of subsidiary |
|
|
(4.7 |
) |
|
|
(0.6 |
) |
|
|
(56.1 |
) |
Purchase of minority interest |
|
|
|
|
|
|
|
|
|
|
(1.4 |
) |
Purchase of client list |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
Purchases of residential mortgages |
|
|
(11.7 |
) |
|
|
(9.4 |
) |
|
|
(9.9 |
) |
Net increase in loans |
|
|
(704.0 |
) |
|
|
(635.4 |
) |
|
|
(543.6 |
) |
Purchases of premises and equipment |
|
|
(24.1 |
) |
|
|
(17.0 |
) |
|
|
(42.1 |
) |
Dispositions of premises and equipment |
|
|
1.7 |
|
|
|
0.8 |
|
|
|
24.9 |
|
Increase in interest rate floor contracts |
|
|
(20.7 |
) |
|
|
(0.2 |
) |
|
|
|
|
Swap termination |
|
|
(12.7 |
) |
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
$ |
(968.6 |
) |
|
$ |
(809.7 |
) |
|
$ |
(596.3 |
) |
(CONTINUED)
|
|
|
|
|
|
68 Consolidated
Statements of Cash Flows
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in demand, savings, and interest-bearing demand deposits |
|
$ |
86.9 |
|
|
$ |
(215.7 |
) |
|
$ |
158.2 |
|
Net increase in certificates of deposit |
|
|
953.0 |
|
|
|
633.0 |
|
|
|
136.5 |
|
Net (decrease)/increase in federal funds purchased and securities sold under agreements to repurchase |
|
|
(224.8 |
) |
|
|
235.4 |
|
|
|
299.7 |
|
Net decrease in U.S. Treasury demand deposits |
|
|
(5.1 |
) |
|
|
(19.0 |
) |
|
|
(11.2 |
) |
Maturity of long-term debt |
|
|
(7.5 |
) |
|
|
|
|
|
|
|
|
Net increase/(decrease) in line of credit |
|
|
15.0 |
|
|
|
|
|
|
|
(8.0 |
) |
Cash dividends |
|
|
(85.1 |
) |
|
|
(80.2 |
) |
|
|
(75.0 |
) |
Distributions to minority shareholders |
|
|
|
|
|
|
(0.2 |
) |
|
|
(0.8 |
) |
Proceeds from common stock issued under employment benefit plans |
|
|
31.4 |
|
|
|
14.8 |
|
|
|
14.5 |
|
Tax benefit realized on employee exercise of stock options |
|
|
4.5 |
|
|
|
1.1 |
|
|
|
0.9 |
|
Acquisition of treasury stock |
|
|
(29.1 |
) |
|
|
(1.9 |
) |
|
|
(19.9 |
) |
|
Net cash provided by financing activities |
|
|
739.2 |
|
|
|
567.3 |
|
|
|
494.9 |
|
Effect of foreign currency translation on cash |
|
|
0.4 |
|
|
|
(0.3 |
) |
|
|
0.2 |
|
Increase/(decrease) in cash and cash equivalents |
|
|
40.3 |
|
|
|
(33.6 |
) |
|
|
97.9 |
|
Cash and cash equivalents at beginning of year |
|
|
278.3 |
|
|
|
311.9 |
|
|
|
214.0 |
|
|
Cash and cash equivalents at end of year |
|
$ |
318.6 |
|
|
$ |
278.3 |
|
|
$ |
311.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
282.3 |
|
|
$ |
167.6 |
|
|
$ |
90.1 |
|
Taxes |
|
|
104.3 |
|
|
|
80.5 |
|
|
|
81.8 |
|
Change in
minimum pension, SERP, and OPEB liabilities, net of taxes |
|
$ |
34.4 |
|
|
$ |
(20.3 |
) |
|
$ |
2.7 |
|
Liabilities were assumed in conjunction with the acquisitions of |
|
|
|
|
|
|
|
|
|
|
|
|
PwC Corporate Services (Cayman) Limited; Cramer Rosenthal McGlynn, LLC; |
|
|
|
|
|
|
|
|
|
|
|
|
GTBA Holdings, Inc; and Wilmington Trust SP Services (London) Limited, as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
Book value of assets acquired |
|
$ |
0.3 |
|
|
$ |
0.1 |
|
|
$ |
5.3 |
|
Goodwill and other intangible assets acquired |
|
|
19.2 |
|
|
|
12.6 |
|
|
|
116.9 |
|
Common stock issued |
|
|
|
|
|
|
|
|
|
|
(48.4 |
) |
Cash paid |
|
|
(18.9 |
) |
|
|
(0.6 |
) |
|
|
(71.8 |
) |
|
Liabilities assumed |
|
$ |
0.6 |
|
|
$ |
12.1 |
|
|
$ |
2.0 |
|
See Notes to Consolidated Financial Statements
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS
Wilmington Trust Corporation (the Corporation) is (we are) a Delaware corporation and a financial
holding company under the Bank Holding Company Act. We are a relationship management company that
helps clients increase and preserve their wealth. We do this by engaging in deposit-taking,
lending, fiduciary, wealth management, investment advisory, financial planning, insurance, and
broker-dealer activities.
We manage our company through three businesses, each of
which targets specific types of clients, provides
different kinds of services, and has a different
geographic scope. Because we actively seek to deepen
our client relationships to the fullest extent
possible, many of our clients use services from more
than one and, in some cases, all three of these
businesses.
Regional Banking. We offer Regional Banking services
throughout the Delaware Valley region, which we define
as the state of Delaware; areas that are geographically
adjacent to Delaware along the I-95 corridor from
Princeton, New Jersey, to the Baltimore-Washington,
D.C. area; and Marylands Eastern Shore. We offer
commercial banking services throughout this region,
targeting family-owned or closely held businesses with
annual sales of up to $250 million. We target our
retail banking activities to clients in the state of
Delaware. Our lending services include commercial
loans, commercial and residential mortgages, and
construction and consumer loans. Our deposit products
include demand checking, certificates of deposit,
negotiable order of withdrawal accounts, and various
savings and money market accounts.
Corporate Client Services. This business serves
national and multinational institutions with a variety
of trust, custody, administrative, and investment
management services that support capital markets
transactions, entity management, and retirement plans.
The capital markets component of this business provides
services that support structured finance transactions
like securitizations, collateralized debt obligations,
and leveraged leases. The entity management component
helps clients establish nexus, or legal presence, in
jurisdictions in the United States, the Caribbean, and
Europe which offer favorable legal and tax
considerations. The entity management component also
provides captive insurance management services. The
retirement services component provides trust and
custodian services for retirement plans.
Wealth Advisory Services. This business serves
individuals and families with substantial wealth. We
target clients who have liquid assets of $10 million or
more. We offer financial planning,
asset management, investment counseling, trust
services, estate settlement, private banking, tax
preparation, mutual fund services, broker-dealer
services, insurance services, business
management services, and family office services. Our
services help high-net-worth clients preserve and
protect their wealth; minimize taxes; transfer wealth
to future generations; support charitable endeavors;
and manage their business affairs.
We provide our services through various legal entities
and subsidiaries that we own wholly or in part. Our
primary wholly owned subsidiary is Wilmington Trust
Company, a Delaware-chartered bank and trust company
formed in 1903. We have 47 branch offices in Delaware.
We own two other depository institutions through which
we conduct business in the United States outside of
Delaware:
|
|
Wilmington Trust of Pennsylvania, a
Pennsylvania-chartered bank and trust company with
five offices: one each in center city
Philadelphia, Bethlehem, Doylestown, Villanova,
and West Chester, Pennsylvania. |
|
|
Wilmington Trust FSB, a federally chartered
savings bank, through which we conduct business
from two offices in California, four offices in
Florida, two offices in Maryland, and one office
each in Georgia, Nevada, New Jersey, and New York. |
We also own five registered investment advisors:
|
|
Rodney Square Management Corporation, which
oversees the Wilmington family of mutual funds. |
|
|
Wilmington Trust Investment Management, LLC
(WTIM), which sets our investment and asset
allocation policies, and selects the independent
asset managers we use in our investment consulting
services. Prior to January 2005, WTIM was known as
Balentine & Company, LLC. |
|
|
Grant Tani Barash & Altman, LLC (GTBA) and Grant,
Tani, Barash & Altman Management, Inc., the
Beverly Hills-based firm through which we offer
business management and family office services. |
|
|
Wilmington Family Office, Inc. (WFO), through
which we provide family office services. |
We also own four investment holding companies:
|
|
WT Investments, Inc. (WTI), which holds interests
in five asset management firms: our two affiliate
money managers, Cramer Rosenthal McGlynn, LLC and
Roxbury Capital Management, LLC; Clemente Capital,
Inc.; Camden Partners Holdings, LLC; and Camden
Partners Private Equity Advisors, LLC. WTI also
holds our interest in Wilmington Trust Conduit
Services, LLC, which provides conduit servicing
for special purpose vehicles. |
|
|
|
|
|
|
|
|
|
|
70 Notes to Consolidated Financial Statements
|
|
|
|
Wilmington Trust Corporation |
|
|
Wilmington Trust (UK) Limited, through which we
conduct business outside the United States through
Wilmington Trust SP Services (London) Limited and
its subsidiaries. Prior to January 2006,
Wilmington Trust SP Services (London) Limited was
known as SPV Management Limited. |
|
|
GTBA Holdings, Inc. (GTBAH), through which we
conduct the business of GTBA, Grant, Tani, Barash
& Altman Management, Inc., and WFO. |
|
|
Wilmington Trust CI Holdings Limited, which owns
Wilmington Trust Corporate Services (Cayman)
Limited and its subsidiaries. |
In addition to the locations noted above, we and our
affiliates have offices in Connecticut; South Carolina;
Vermont; the Cayman Islands; the Channel Islands;
Dublin, Ireland; London, England; and Frankfurt,
Germany.
We compete for deposits, loans, assets under
management, and the opportunity to provide trust,
investment management, brokerage, and other services
related to financial planning and management. Our
competitors include other trust companies, full-service
banks, deposit-taking institutions, mortgage lenders,
credit card issuers, credit acceptance corporations,
securities dealers, asset managers, investment
advisors, mutual fund companies, insurance companies,
and other financial institutions.
We are subject to the regulations of, and undergo
periodic examinations by, the Federal Reserve Bank,
Federal Deposit Insurance Corporation, Office of Thrift
Supervision, Delaware Department of Banking,
Pennsylvania Department of Banking, other U.S. federal
and state regulatory agencies, and the regulatory
agencies of other countries in which we conduct
business.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
We maintain our accounting records and prepare our
financial statements in accordance with U.S. generally
accepted accounting principles and reporting practices
prescribed for the banking industry. Using these
principles, we make estimates and assumptions about the
amounts we report in our financial statements and
notes, including amounts for revenue recognition, the
reserve for loan losses, stock-based employee
compensation, goodwill impairments, loan origination
fees, mortgage servicing assets, and other items.
Actual results may differ from our estimates.
The paragraphs that follow summarize our significant
accounting policies. We abbreviate the names of
accounting authorities
and regulatory bodies in this and all subsequent Notes
to
Consolidated Financial Statements as follows:
|
|
|
APB:
|
|
Accounting Principles Board |
ARB:
|
|
Accounting Research Bulletin |
FASB:
|
|
Financial Accounting Standards Board |
FIN:
|
|
Financial Interpretation (Number) |
GAAP:
|
|
U.S. generally accepted accounting principles |
SAB:
|
|
Staff Accounting Bulletin |
SEC:
|
|
Securities and Exchange Commission |
SFAS:
|
|
Statement of Financial Accounting Standards |
EITF:
|
|
Emerging Issues Task Force |
Consolidation. Our consolidated financial statements
include the accounts of Wilmington Trust Corporation,
our wholly owned subsidiaries, and the subsidiaries in
which we are majority owner, with the exception of
Cramer Rosenthal McGlynn (CRM). For information on how
we account for CRM, Roxbury Capital Management (RCM),
and other subsidiaries and affiliates, please read
Note 4, Affiliates and acquisitions, on page 75 of
this report. We eliminate intercompany balances and
transactions in consolidation. We have reclassified
certain prior year amounts to conform to current year
presentation.
Cash. We account for cash and cash equivalents in our
balance sheet as Cash and due from banks and Federal
funds sold and securities purchased under agreements to
resell.
Investment securities. We classify debt securities that
we have the intent and ability to hold until they
mature as held to maturity, and carry them at
historical cost, adjusted for any amortization of
premium or accretion of discount. We carry marketable
equity and debt securities classified as available for
sale at fair value, and we report their unrealized
gains and losses, net of taxes, as part of Other
comprehensive income within stockholders equity. We
include realized gains and losses, and declines in
value judged to be other than temporary, in earnings.
We use the specific identification method to determine
the cost of a security we have sold. We amortize
premiums and accrete discounts as an adjustment of a
securitys yield using the interest method, adjusted
for the effects of prepayments on the underlying
assets. We do not hold investment securities for
trading purposes. For more information about our
investment securities, please read Note 6, Investment
securities, which begins on page 77 of this report,
and Note 13, Fair value of financial instruments,
which begins on page 84 of this report.
Loans. We generally state loans at their
outstanding unpaid principal balance, net of any
deferred fees or costs on originated loans, and net of
any unamortized premiums or discounts on purchased
loans. We accrue and recognize interest income based on
the principal amount outstanding. We defer loan
origination fees, net of certain direct origination
costs, and
we amortize the net amounts over the contractual lives
of the loans as adjustments to the yield, using the
interest method.
When we doubt that we will be able to collect interest
or principal, we stop accruing interest. We consider a
loan impaired when it is probable that the borrower
will be unable to pay all amounts due according to the
contractual terms of the loan agreement. We generally
place loans, including those determined impaired under
SFAS No. 114, Accounting by Creditors for Impairment
of a Loan, on nonaccrual status after they have become
90 days past due. For installment and revolving
consumer loans, we accrue interest income until we
charge off the loan, which generally occurs when
installment loans are 120 days past due and revolving
consumer loans are 180 days past due. We continue to
pursue collection on nonaccruing and charged-off loans.
We apply subsequent payments on nonaccruing loans to
the outstanding principal balance of the loan or we
record the payments as interest income, depending on
how the loan is collateralized and the likelihood, in
our opinion, of ultimately collecting the principal.
We return loans we have not charged off to accrual
status when all principal and interest delinquencies
become current, and when we are reasonably assured that
contractual payments will continue. Normally this
occurs after six months of satisfactory payment
performance.
Reserve for loan losses. We establish a reserve for
loan losses in accordance with GAAP by charging a
provision for loan losses against income. The reserve
reflects our best estimate of known and inherent loan
losses, based on subjective judgments about the
likelihood that loans will be repaid. In calculating
the reserve, we consider current micro- and
macro-economic factors, historical net loss experience,
current delinquency trends, movements within our
internal risk rating classifications, and other
factors. On a quarterly basis:
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We charge loans deemed uncollectible against the reserve. |
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We credit recoveries, if any, to the reserve. |
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We reassess the level of the reserve. |
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We have the reserve evaluated by staff members
who do not have lending responsibilities. |
We have applied our reserve methodology consistently
for all periods presented. The process we use to
calculate the reserve has provided an appropriate
reserve over an extended period of time, and we believe
that our methodology is sound.
For commercial loans, we maintain reserve allocations
at various levels. We base these impairment reserves on
the present value of anticipated cash flows discounted
at the loans effective interest rate at the date the
loan is determined to be impaired or, for
collateral-dependent loans, the fair value of the
collateral. For collateral-dependent loans, we obtain
appraisals for all significant properties. Specific reserve allocations represent subjective estimates of
probable losses and consider estimated collateral
shortfalls. For commercial loans that are not subject
to specific impairment allocations, we assign a general
reserve based on an eight-point risk rating
classification system that we maintain internally. Our
definitions and reserve allocation percentages have
been used consistently for all periods presented and
have provided us with appropriate reserves.
For retail loans, we use historical trend data to
determine reserve allocations. We establish specific
allocations for problem credits, which typically are
loans that are nearing charge-off status under our
charge-off policy guidelines. We establish general
allocations for the remainder of the retail portfolio
by applying a ratio to the outstanding balances that
considers the net loss experience recognized over a
historical period for the respective loan product. We
adjust the allocations as necessary.
A portion of the reserve remains unallocated. This
portion represents probable inherent losses caused by
certain business conditions we have not accounted for
otherwise. These conditions include current economic
and market conditions, the complexity of the loan
portfolio, payment performance, migration within the
internal risk rating classification, the amount of
loans we seriously doubt will be repaid, the impact of
litigation, and bankruptcy trends.
Various regulatory agencies, as an integral part of
their examination processes, periodically review the
reserves of our banking affiliates. These agencies base
their judgments on information that is available to
them when they conduct their examinations, and they may
require us to adjust the reserve.
Determining the reserve is inherently subjective.
Estimates we make, including estimates of the amounts
and timing of payments we expect to receive on impaired
loans, may be susceptible to significant change. If
actual circumstances differ substantially from the
assumptions we used to determine the reserve, future
adjustments to the reserve may be necessary, which
could have a material effect on our financial
performance.
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72 Notes to Consolidated Financial Statements
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Wilmington Trust Corporation |
Premises and equipment. We record premises and
equipment at cost, less accumulated depreciation. We
capitalize and depreciate fixed assets and improvements
on the straight-line basis over the estimated useful
life of the asset as follows:
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Buildings and improvements over an estimated
useful life of 39 years. |
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Leasehold improvements over the lesser of the
assets useful life or the life of the lease plus
renewal options. |
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Furniture and equipment over the assets
estimated useful life of three, five, or seven
years. |
We include gains or losses on dispositions of property
and equipment in income as they are realized.
Goodwill and other intangible assets. We account for
goodwill and other intangible assets of our
consolidated subsidiaries in accordance with SFAS No.
142, Goodwill and Other Intangible Assets. All of the
goodwill on our books is related to acquisitions we
have made and firms in which we have invested, such as
affiliate money managers CRM and RCM. The amount we
initially record as goodwill reflects the value
assigned to the asset at the time of acquisition or
investment. To ensure that the amount of goodwill
recorded does not exceed the actual fair value of the
goodwill, we perform goodwill impairment tests at least
annually, or when events occur or circumstances change
that would more likely than not reduce the fair value
of the acquisition or investment. Our impairment
testing methodology for our consolidated subsidiaries
is consistent with the methodology prescribed in SFAS
No. 142. For our unconsolidated affiliates, our
impairment testing methodology is in accordance with
APB No. 18, The Equity Method of Accounting for
Investments in Common Stock. If impairment testing
indicates that the fair value of the asset is less than
its book value, we are required to record an impairment
expense in our income statement.
A substantial and permanent loss of either client
accounts and/or assets under management at CRM or RCM
would trigger impairment testing using a discounted
cash flow approach. A decline in the fair value of our
investment in either of these firms could cause us to
record an impairment expense. In 2006, we recorded an
impairment expense associated with RCM. For more
information about the RCM impairment, please read Note
10, Goodwill and other intangible assets, which
begins on page 81 of this report.
We amortize other intangible assets on the
straight-line or sum-of-the years-digits basis over
the estimated useful life of the asset. We currently
amortize mortgage servicing rights over an estimated
useful life of approximately eight years, and client
lists over an estimated useful life of 10 to 20 years.
Other real estate owned (OREO). OREO consists of
property that we have acquired through foreclosure, by
accepting a deed in lieu of foreclosure, or by taking
possession of assets that were used as loan collateral.
We account for OREO as a component of Other assets on
our balance sheet at the lower of a) the assets cost,
or b) the assets estimated fair value less cost to
sell, based on current appraisals.
Derivative financial instruments. We use derivative
financial instruments, such as interest rate swaps and
floors, to manage interest rate risk and to help
commercial lending clients manage interest rate risk.
We do not hold or issue derivative financial
instruments for trading purposes.
We account for derivative financial instruments in
accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, as
amended. We record the income and expense associated
with derivatives as components of interest income or
interest expense in our Statement of Income. We record
the fair value of derivatives as other assets or other
liabilities in our Statement of Condition. To determine
a derivatives fair value, we use external pricing
models that use assumptions about market conditions and
risks that are current as of the reporting date.
We recognize changes in the fair value of derivatives
in our Statement of Income, unless they meet specific
accounting criteria prescribed by SFAS No. 133. If we
use a derivative to hedge our exposure to changes in
the fair value of a recognized asset or liability, the
derivative is a fair value hedge under SFAS No. 133. We
recognize the gain or loss of a fair value hedge in
earnings, and we attribute the offsetting loss or gain
on the hedged item to the risk being hedged. If we use
a derivative to hedge our exposure to variable cash
flows of a forecasted transaction, the derivative is a
cash flow hedge under SFAS No. 133. For a cash flow
hedge, we initially recognize the effective portion of
the change in fair value as a component of Other
comprehensive income, and subsequently reclassify it
into earnings when the forecasted transaction affects
earnings. We recognize the ineffective portion of the
gain or loss in earnings immediately.
For interest rate floors, we record changes in fair
value that are determined to be ineffective as a
component of Other non-interest income. We record the
effective portion of the change in fair value as a
component of Other comprehensive income. We amortize
the premiums we pay for interest rate floor contracts
over the life of each floor and recognize those
payments as an offset to interest income.
For more information about derivatives, please read
Note 13, Fair value of financial instruments, which
begins on page 84
of this report, and Note 14, Derivative
financial instruments, which begins on page 86 of this
report.
Revenue recognition. With the exception of nonaccrual
loans, we recognize all sources of income on the
accrual basis. This includes interest income, advisory
fees, income from affiliate money managers, service
charges, loan fees, late charges, and other noninterest
income. We recognize interest income from nonaccrual
loans on the cash basis.
Stock-based compensation plans. Effective January 1,
2006, we adopted SFAS No. 123 (revised), Share-Based
Payment, using the modified retrospective method. SFAS
No. 123 (revised) requires us to recognize the fair
value of stock-based
awards in our income statement over their vesting
periods. The vesting period is the amount of time after
the grant of stock-based awards that recipients must
remain employed by us before they may exercise their
options and/or acquire their awards. The stock-based
compensation expense we record includes estimates of
forfeitures. We use the Black-Scholes valuation method
to estimate the fair value of stock awards. For
more information about our stock-based compensation
plans, please read Note 18, Stock-based compensation
plans,
which begins on page 93 of this report.
Pension accounting. As of December 31, 2006, we account
for our pension and other postretirement benefits under
SFAS No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an
amendment of FASB Statements No. 87, 88, 106, and
132R, which requires us to recognize the funded status
of our plans in our Statement of Condition (balance
sheet) and to recognize changes in the funded status of
these plans in our Statement of Income as Other
comprehensive income in the year in which the changes
occur. Other requirements of FASB Statements No. 87,
88, 106, and 132R remain in effect and we account for
our plans under these statements as applicable. For
more information about these plans, please read Note
17, Pension and other postretirement benefits, which
begins on page 88 of this report.
Income taxes. We use the asset and liability method to
account for income taxes. Under this method, deferred
tax assets and liabilities are determined based on the
differences between financial statement carrying
amounts and the tax bases of existing assets and
liabilities. These temporary differences are measured
at prevailing enacted tax rates that will be in effect
when the differences are settled or realized.
Our consolidated federal tax return excludes
subsidiaries Brandywine Life Insurance Company; Rodney
Square
Investors, L.P.; Wilmington Trust (Cayman), Ltd.;
Wilmington Trust CI Holdings Limited (WTCIH);
Wilmington Trust (Channel Islands), Ltd.; and
Wilmington Trust (UK) Limited (WTL). Subsidiaries
Brandywine Life Insurance Company and Rodney Square
Investors, L.P., file federal tax returns separately.
Wilmington Trust (Cayman), Ltd.; WTCIH; Wilmington
Trust (Channel Islands), Ltd.; and WTL are foreign
companies not subject to U.S. federal income taxes.
We record low-income housing and rehabilitation
investment tax credits using the equity and the
effective yield methods, respectively, in accordance
with EITF Abstract No. 94-1.
Per-share data. We use the weighted average number of
shares outstanding during each year to calculate basic
net income per share. Diluted net income per share
includes the dilutive effect of shares issuable under
stock option plans and employee stock purchase plan
subscriptions. For more information about our earnings
per share calculations, please read Note 20, Earnings
per share, on page 98 of this report.
Comprehensive income. We account for unrealized gains
or losses on our available-for-sale securities,
additional minimum pension liabilities, derivative
gains and losses, and foreign currency translation
adjustments in comprehensive income, in accordance with
SFAS No. 130, Reporting Comprehensive Income.
3. RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 155. In February 2006, FASB issued SFAS No.
155, Accounting for Certain Hybrid Financial
Instruments. SFAS No. 155 amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities, to permit fair value remeasurement of any
hybrid financial instrument with an embedded derivative
that otherwise would require bifurcation, provided that
the entire instrument is accounted for on the fair
value basis. Also, SFAS No. 155 amends SFAS No. 140,
Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities a
replacement of FASB Statement No. 125, by eliminating
the prohibition on a qualified special-purpose entity
from holding a derivative financial instrument that
pertains to a beneficial interest in other than another
derivative financial instrument. SFAS No. 155 will be
effective for all financial instruments acquired or
issued in our fiscal year beginning January 1, 2007. We
do not expect the adoption of SFAS No. 155 to have a
material impact on our financial statements.
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74 Notes to Consolidated Financial Statements
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Wilmington Trust Corporation |
SFAS No. 156. In March 2006, FASB issued SFAS No.
156, Accounting for Servicing of Financial Assets an
amendment of FASB Statement No. 140. Along with
addressing the recognition and measurement of
separately recognized servicing assets and servicing
liabilities, SFAS No. 156 provides for fair value
measurement of servicing assets and liabilities at each
reporting period, with changes in fair value reported
in earnings in the period in which changes occur. The
fair value measurement method provides an approach to
simplify efforts to obtain hedge-like accounting for
servicing assets and servicing liabilities. SFAS No.
156 will be effective for us with the fiscal year that
begins on January 1, 2007. We do not expect the
adoption of SFAS No. 156 to have a material impact on
our financial statements.
FIN 48. In June 2006, FASB issued FIN 48, Accounting
for Uncertainty in Income Taxes an interpretation of
FASB Statement No. 109. FIN 48 provides guidance on
financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax
return. According to the Interpretation, a tax position
is recognized if it is more likely than not that the
tax position will be sustained upon examination,
including resolution of any related appeals or
litigation processes, based on the technical merits of
the position. If the tax position meets the
more-likely-than-not
recognition threshold, the position is measured to
determine the amount of benefit to recognize and should
be measured at the largest amount of benefit that is
more than 50 percent likely of being realized upon
ultimate settlement. FIN 48 also provides guidance on
derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and
transition. FIN 48 will be effective for us with the
fiscal year that begins on January 1, 2007. We have not
completed our final assessment of the impact of FIN 48,
but we do not expect its adoption to have a significant
impact on our financial statements.
SFAS No. 157. In September 2006, FASB issued SFAS No.
157, Fair Value Measurements. SFAS No. 157 defines
fair value, provides a framework for measuring fair
value in accordance with generally accepted accounting
principles, and expands disclosures related to fair
value measurements. The definitions, framework, and
disclosures required by SFAS No. 157 apply to other
accounting pronouncements that require or permit fair
value measurement. This Statement does not require any
new fair value measurements and will be effective for
us with the fiscal year that begins on January 1,
2008. We have not completed our initial assessment of
the impact, if any, that SFAS No. 157 may have on our
financial statements or current practices regarding
fair value measurements.
SAB 108. In September 2006, the SEC issued SAB No. 108,
Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year
Financial Statements. SAB 108 addresses SEC staff
concerns regarding the methods companies use to
quantify misstatements on their financial statements.
It concludes that prior year misstatements should be
considered in quantifying misstatements in current year
financial statements. SAB 108 became effective for us
during our 2006 fiscal year. The adoption of SAB 108
did not have a material impact on our financial
statements.
4. AFFILIATES AND ACQUISITIONS
Cramer Rosenthal McGlynn. WT Investments, Inc. (WTI)
has an equity interest in Cramer Rosenthal McGlynn, LLC
(CRM), an investment advisory firm with offices in New
York City and White Plains, New York. CRM specializes
in value-style equity and hedge fund investing for
institutional clients and wealthy individuals and
families.
WTI acquired its first interest, and the ability to
increase its interest in the future, in CRM on January
2, 1998. The following table shows how WTIs ownership
position has changed since 2004.
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At December 31 |
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2005 |
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2004 |
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WTI interest in CRM |
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81.73 |
% |
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77.24 |
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77.24 |
% |
Under the CRM acquisition agreement, principal
members and certain key employees (principals) of CRM
were granted options to purchase interests in CRM. If
all of these options had
been exercised at December 31, 2006, WTIs equity
interest would have been reduced to 39.61%.
The acquisition agreement also allows these same
principals, subject to certain restrictions, to put
their interests in CRM to WTI, which would increase
WTIs equity interest. Conversely, WTI, subject to
certain restrictions, may call interests held by
principals of CRM, which also would increase WTIs
equity interest. In the event of a change in control of
the Corporation, the principals of CRM may call the
interests held by WTI and retain ownership.
We account for WTIs investment in CRM under the equity
method of accounting, and record it in the Goodwill,
Other intangible assets, and the Other assets lines
of our
Consolidated Statements of Condition. We do not
consolidate CRMs financial results with ours because
other CRM owners retain control over certain governance
matters. We record income from CRM, net of expenses, in
our Consolidated Statements of Income. The amounts
recorded reflect WTIs ownership position in CRM as of
the dates of the Statements.
Roxbury Capital Management. On July 31, 1998, WTI
acquired 100% of the preferred interests of Roxbury
Capital Management, LLC (RCM), an asset management firm
headquartered in Santa Monica, California. RCM manages
core equity, and small-, mid-, and large-capitalization
growth-style equity investments for institutional and
individual clients.
This transaction entitles WTI to a preferred profits
interest equal to 30% of RCMs revenues. In 2000 WTI
acquired 10.96% of the common interests of RCM. Our
ownership position in RCM has not changed since the
fourth quarter of 2003.
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At December 31 |
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2006 |
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2005 |
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2004 |
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WTI ownership of RCMs preferred profits |
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30 |
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30 |
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30 |
% |
WTI ownership of RCMs common interests |
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41.23 |
% |
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41.23 |
% |
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41.23 |
% |
Under the RCM acquisition agreement, principal
members and certain key employees (principals) of RCM
were granted options to purchase common interests in
RCM that were owned by WTI. These options have expired
and are no longer outstanding.
The acquisition agreement also allows these same
principals to put their common interests in RCM to WTI,
which would increase WTIs ownership. Conversely, WTI,
subject to certain restrictions, may call common
interests held by principals of RCM, which also would
increase WTIs ownership.
We account for WTIs investment in RCM under the equity
method of accounting, and record it in the Goodwill,
Other
intangible assets, and the Other assets lines of our
Consolidated Statements of Condition. We do not
consolidate RCMs financial results with ours, in part
because other RCM owners retain control over certain
governance matters. We record income from RCM, net of
expenses, in our Consolidated Statements of Income. The
amount recorded reflects WTIs preferred and common
ownership position in RCM as of the dates of the
Statements.
During the 2006 third quarter, we reassessed the
valuation of our investment in RCM after the firm
terminated its micro-cap fund and decided to exit its
fixed income fund by the end of 2006.
Because these actions reduced current and future levels
of assets under management and the number of client
accounts at RCM, we determined that our investment in
RCM was other than temporarily impaired, and that the
carrying value of the firm should be reduced from
$137.6 million to $65.3 million, as of September 30,
2006. We recorded the difference of $72.3 million in
our income statement as an impairment write-down for
the 2006 third quarter. The impairment write-down
reduced the amount of goodwill associated with RCM from
$131.3 million to $59.0 million, as of September 30,
2006.
Underlying equity in affiliate asset manager
transactions. The excess of the carrying value over the
underlying equity resulting from the CRM and RCM
transactions was $182.0 million and $241.7 million at
December 31, 2006 and 2005, respectively.
Camden Partners. On February 22, 2002, WTI acquired a
25% equity interest in Camden Partners Holdings, LLC
(Camden), a Baltimore-based private equity firm that
organizes venture capital and corporate finance funds.
WTIs investment in Camden increased to 31.25% in 2003;
did not change in 2004 or 2005; and declined to 28.13%
in 2006. We account for Camden under the equity method
of accounting, and therefore do not consolidate its
results in our financial statements.
Grant Tani Barash & Altman. On October 1, 2004, GTBA
Holdings, Inc. (GTBAH), acquired a 90% interest in
Grant Tani Barash & Altman, LLC (GTBA), a firm based in
Beverly Hills, California, that provides business
management services for high-net-worth clients. GTBAs
services include bookkeeping, cash flow management,
budgeting, investment management, tax preparation, tax
planning, insurance consultation, and other services.
The acquisition agreement allows principal members
(principals), subject to certain restrictions, to put
their interests in GTBA to GTBAH, which would increase
GTBAHs equity interest. Conversely, GTBAH, subject to
certain restrictions, may call interests held by
principals of GTBA, which also would increase GTBAHs equity
interest. In the event of a change in control of the
Corporation, the principals of GTBA can either put
their interests to us, or call the interests held by
GTBAH and retain ownership. We accounted for the GTBA
transaction under the purchase method of accounting. We
have consolidated GTBAs
financial results in our financial statements since
October 2004.
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76 Notes to Consolidated Financial Statements
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Wilmington Trust Corporation |
Charleston Captive Management Company. On July 7,
2005, Wilmington Trust SP Services, Inc. acquired 100%
of the stock of Charleston Captive Management Company
(CCM), a captive insurance manager based in Charleston,
South Carolina. CCM provides corporate management,
directors, bookkeeping, treasury management, and other
services to captive insurance clients. We accounted for
the CCM transaction under the purchase method of
accounting. We have consolidated CCMs financial
results in our financial statements since July 2005.
PwC Corporate Services (Cayman) Limited. On May 24,
2006, Wilmington Trust CI Holdings Limited acquired
100% of the stock of PwC Corporate Services (Cayman)
Limited (PwCCS), a firm located in George Town, Grand
Cayman. PwCCS and its subsidiaries, Florence Limited,
Kendall Corporation Ltd., Redmond Limited, Sentinel
Corporation, and Woodbridge Corporation, Ltd., provide
registered office, corporate secretarial, corporate
officer, administrative, directors, management, and
bookkeeping services. We accounted for the PwCCS
transaction under the purchase method of accounting. We
have consolidated the financial results of PwCCS in our
financial statements since May 2006.
Wilmington Trust Conduit Services. On July 13, 2006, we
formed Wilmington Trust Conduit Services, LLC (WTCS).
Based in New York, New York, WTCS provides conduit
administration services for special purpose vehicles,
including directors and officers, accounting,
compliance monitoring and testing, payment calculations
and disbursements, and other services. To staff WTCS,
we acquired a team of consultants from PVA
International, a firm focused on capital markets and
risk management. On August 24, 2006, WTI acquired a 70%
equity interest in WTCS and principal members of the
team from PVA International (principals) acquired a 30%
equity interest in WTCS. WTIs agreement with the
principals allows them, subject to certain
restrictions, to put their interests in WTCS to WTI,
which would increase WTIs equity interest in WTCS.
Conversely, WTI, subject to certain restrictions, may
call interests held by the principals, which also would
increase WTIs equity interest in WTCS. In the event of
a change in control of the Corporation, the principals
of WTCS can either put their interests to us or call
the interests they hold and retain ownership. We have
consolidated the financial results of WTCS in our
financial statements since August 2006.
5. RESTRICTIONS ON CASH AND DUE FROM BANKS
The Board of Governors of the Federal Reserve System
requires banks to maintain cash reserves based on a
percentage of certain deposits. On an average daily
balance basis, these reserves were $7.1 million and
$26.3 million for 2006 and 2005, respectively.
6. INVESTMENT SECURITIES
Our investment securities portfolio consists primarily
of fixed income instruments, including mortgage-backed
instruments, U.S. Treasury and government agency bonds,
and corporate bonds. It also includes a small amount of
cumulative and non-cumulative preferred stocks,
municipal bonds, and other instruments. We review the
debt and equity securities in our investment portfolio
at least quarterly to determine if their fair value is
equal to, less than, or in excess of their book value.
For debt securities, the key determinants of fair value
are long-term market interest rates. When long-term
market interest rates rise, the fair values of debt
securities typically decline, and unrealized losses
increase. Conversely, when long-term market interest
rates fall, the fair values of debt securities
typically increase. As their fair values rise, the
unrealized loss diminishes or disappears. The primary
risk associated with temporarily impaired debt
securities is interest rate risk. An extended period of
increases in long-term interest rates could further
reduce the fair values of these securities, and create
additional unrealized losses.
For preferred stocks, the key determinants of fair
value are market interest rates, credit spreads, and
investor perceptions. As market interest rates decline
or as credit spreads tighten, the valuations of
preferred stocks typically increase and unrealized
losses decline. Conversely, when interest rates rise or
when credit spreads widen, the valuations of preferred
stocks typically decline and unrealized losses
increase. The primary risks associated with temporarily
impaired preferred stocks are interest rate risk and
credit erosion. An extended period of increases in
long-term interest rates, or a decline in a preferred
stocks creditworthiness, could further reduce the
fair values of these securities and create additional
unrealized losses.
Book values (amortized cost) and fair values of investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
Book and market value at December 31 (in millions) |
|
cost |
|
|
value |
|
|
cost |
|
|
value |
|
|
Investment securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
126.6 |
|
|
$ |
125.2 |
|
|
$ |
163.2 |
|
|
$ |
161.1 |
|
Government agencies |
|
|
810.6 |
|
|
|
807.1 |
|
|
|
417.5 |
|
|
|
410.8 |
|
Obligations of state and political subdivisions |
|
|
7.7 |
|
|
|
8.1 |
|
|
|
8.8 |
|
|
|
9.0 |
|
Mortgage-backed debt securities |
|
|
711.5 |
|
|
|
689.3 |
|
|
|
877.2 |
|
|
|
851.9 |
|
Corporate debt securities |
|
|
356.7 |
|
|
|
356.8 |
|
|
|
365.2 |
|
|
|
366.2 |
|
Foreign debt securities |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
0.5 |
|
|
|
0.5 |
|
Preferred stocks |
|
|
90.4 |
|
|
|
90.5 |
|
|
|
91.4 |
|
|
|
90.6 |
|
Other marketable equity securities |
|
|
34.8 |
|
|
|
35.4 |
|
|
|
36.1 |
|
|
|
36.2 |
|
|
Total |
|
$ |
2,138.8 |
|
|
$ |
2,112.9 |
|
|
$ |
1,959.9 |
|
|
$ |
1,926.3 |
|
|
Investment securities held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions |
|
$ |
1.4 |
|
|
$ |
1.5 |
|
|
$ |
2.0 |
|
|
$ |
2.1 |
|
Mortgage-backed debt securities |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Other debt securities |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
Total |
|
$ |
1.7 |
|
|
$ |
1.8 |
|
|
$ |
2.5 |
|
|
$ |
2.6 |
|
Unrealized gains and losses of investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Unrealized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Unrealized |
|
Unrealized gains/(losses) at December 31 (in millions) |
|
gains |
|
|
losses |
|
|
gains |
|
|
losses |
|
|
Investment securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
|
|
|
$ |
(1.4 |
) |
|
$ |
|
|
|
$ |
(2.1 |
) |
Government agencies |
|
|
1.7 |
|
|
|
(5.2 |
) |
|
|
|
|
|
|
(6.7 |
) |
Obligations of state and political subdivisions |
|
|
0.4 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
Mortgage-backed debt securities |
|
|
0.2 |
|
|
|
(22.4 |
) |
|
|
0.3 |
|
|
|
(25.6 |
) |
Corporate debt securities |
|
|
1.9 |
|
|
|
(1.8 |
) |
|
|
2.6 |
|
|
|
(1.6 |
) |
Preferred stocks |
|
|
1.0 |
|
|
|
(0.9 |
) |
|
|
0.6 |
|
|
|
(1.4 |
) |
Other marketable equity securities |
|
|
0.6 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
Total |
|
$ |
5.8 |
|
|
$ |
(31.7 |
) |
|
$ |
3.8 |
|
|
$ |
(37.4 |
) |
|
Investment securities held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions |
|
$ |
0.1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Mortgage-backed debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
0.1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Book value (amortized cost) and fair value of debt securities by contractual maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
Held to maturity |
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
Debt securities by contractual maturity at December 31, 2006 (in millions) |
|
cost |
|
|
value |
|
|
cost |
|
|
value |
|
|
Due in one year or less |
|
$ |
337.8 |
|
|
$ |
335.8 |
|
|
$ |
0.4 |
|
|
$ |
0.4 |
|
Due after one year through five years |
|
|
482.1 |
|
|
|
478.5 |
|
|
|
1.1 |
|
|
|
1.2 |
|
Due after five years through 10 years |
|
|
175.2 |
|
|
|
174.7 |
|
|
|
|
|
|
|
|
|
Due after 10 years |
|
|
1,018.5 |
|
|
|
998.0 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
Total |
|
$ |
2,013.6 |
|
|
$ |
1,987.0 |
|
|
$ |
1.7 |
|
|
$ |
1.8 |
|
For securities in the table above, expected maturities will differ from contractual maturities,
because issuers may have the right to call or prepay obligations without incurring penalties.
|
|
|
|
|
|
|
|
|
|
78 Notes to Consolidated Financial Statements
|
|
|
|
Wilmington Trust Corporation |
Temporarily
impaired securities. The following tables show the fair values and estimated unrealized losses for securities in
our portfolio that we considered temporarily impaired as of December 31, 2006 and 2005, and the
length of time during which these securities have been in a continuous unrealized loss position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fewer than 12 months |
|
|
12 months or more |
|
|
Total |
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
Fair |
|
|
unrealized |
|
|
Fair |
|
|
unrealized |
|
|
Fair |
|
|
unrealized |
|
Temporarily impaired securities (in millions) |
|
value |
|
|
losses |
|
|
value |
|
|
losses |
|
|
value |
|
|
losses |
|
|
As of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
48.9 |
|
|
$ |
|
|
|
$ |
76.3 |
|
|
$ |
(1.4 |
) |
|
$ |
125.2 |
|
|
$ |
(1.4 |
) |
Government agencies |
|
|
246.5 |
|
|
|
(0.5 |
) |
|
|
339.1 |
|
|
|
(4.7 |
) |
|
|
585.6 |
|
|
|
(5.2 |
) |
Mortgage-backed securities |
|
|
2.9 |
|
|
|
|
|
|
|
662.1 |
|
|
|
(22.4 |
) |
|
|
665.0 |
|
|
|
(22.4 |
) |
Corporate debt securities |
|
|
72.1 |
|
|
|
(0.8 |
) |
|
|
58.7 |
|
|
|
(1.0 |
) |
|
|
130.8 |
|
|
|
(1.8 |
) |
Preferred stocks |
|
|
33.8 |
|
|
|
(0.6 |
) |
|
|
5.6 |
|
|
|
(0.3 |
) |
|
|
39.4 |
|
|
|
(0.9 |
) |
|
Total temporarily impaired securities |
|
$ |
404.2 |
|
|
$ |
(1.9 |
) |
|
$ |
1,141.8 |
|
|
$ |
(29.8 |
) |
|
$ |
1,546.0 |
|
|
$ |
(31.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
87.0 |
|
|
$ |
(0.4 |
) |
|
$ |
74.1 |
|
|
$ |
(1.7 |
) |
|
$ |
161.1 |
|
|
$ |
(2.1 |
) |
Government agencies |
|
|
324.6 |
|
|
|
(5.0 |
) |
|
|
71.2 |
|
|
|
(1.7 |
) |
|
|
395.8 |
|
|
|
(6.7 |
) |
Mortgage-backed securities |
|
|
359.6 |
|
|
|
(7.4 |
) |
|
|
477.1 |
|
|
|
(18.2 |
) |
|
|
836.7 |
|
|
|
(25.6 |
) |
Corporate debt securities |
|
|
68.5 |
|
|
|
(0.9 |
) |
|
|
44.0 |
|
|
|
(0.7 |
) |
|
|
112.5 |
|
|
|
(1.6 |
) |
Preferred stocks |
|
|
49.3 |
|
|
|
(1.3 |
) |
|
|
0.9 |
|
|
|
(0.1 |
) |
|
|
50.2 |
|
|
|
(1.4 |
) |
|
Total temporarily impaired securities |
|
$ |
889.0 |
|
|
$ |
(15.0 |
) |
|
$ |
667.3 |
|
|
$ |
(22.4 |
) |
|
$ |
1,556.3 |
|
|
$ |
(37.4 |
) |
A security is considered temporarily impaired
when its fair value falls below its book value (the
value at the time of initial investment). At December
31, 2006, we held positions in 169 temporarily impaired
securities with an estimated market value of $1,546.0
million and unrealized losses of $31.7 million. Of
these 169 positions, 130 securities carried unrealized
losses continuously for a period of 12 months or
longer. The largest concentrations of temporarily
impaired securities were in mortgage-backed securities
and government agencies.
The temporary impairments on debt securities are
predominantly the result of increases in market
interest rates since these securities were acquired,
not deterioration in the creditworthiness of their
issuers. When we classify a debt security as
temporarily impaired, we do so because we have both the
intent and the ability to hold it until it matures, at
which point its fair value equals its book value. We
retain temporarily impaired debt securities because we
know when they will mature, because they have no credit
delinquencies, and because they generate strong cash
flows.
The temporarily impaired equity securities in our
investment portfolio are dividend-paying cumulative and
noncumulative
preferred stocks with perpetual maturities. The
valuations of preferred stocks are affected by market
interest rates, credit spreads, and investor
perceptions. When we classify a preferred stock as
temporarily impaired, we do so because we have both the
intent and the ability to hold it. We retain
temporarily impaired preferred stocks because they
continue to pay dividends, they have investment-grade
credit ratings, and their valuations normalize over the
course of market interest rate cycles.
Sale and write-down of investment securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Proceeds |
|
$ |
28.4 |
|
|
$ |
28.4 |
|
|
$ |
67.4 |
|
Gross gains realized |
|
$ |
0.4 |
|
|
$ |
0.7 |
|
|
$ |
0.9 |
|
Gross losses |
|
$ |
(0.2 |
) |
|
$ |
|
|
|
$ |
1.6 |
|
Called securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Gross gains |
|
$ |
|
|
|
$ |
0.1 |
|
|
$ |
0.2 |
|
Gross losses |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Pledged
securities. At December 31, 2006, securities with an
aggregate book value of $1,532.8 million were pledged
to secure public deposits, short-term borrowings,
demand notes issued to the U.S. Treasury, Federal Home
Loan Bank borrowings, repurchase agreements, interest
rate swap agreements, and for other purposes required
by law.
7. LOAN CONCENTRATIONS
Loan concentrations by percentage of total outstanding loans
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
2006 |
|
|
2005 |
|
|
Commercial, financial, and agricultural |
|
|
31 |
% |
|
|
34 |
% |
Commercial
real estate/construction |
|
|
20 |
|
|
|
16 |
|
Commercial mortgage |
|
|
16 |
|
|
|
17 |
|
Residential mortgage |
|
|
7 |
|
|
|
6 |
|
Consumer |
|
|
19 |
|
|
|
19 |
|
Secured with liquid collateral |
|
|
7 |
|
|
|
8 |
|
In addition to these outstandings, we had
unfunded commitments to lend in the real estate sector
of approximately $1,172.2 million and $1,130.6 million
at December 31, 2006 and 2005, respectively. We
generally require collateral on all real estate
exposure and a loan-to-value ratio of no more than 80%
at the time of underwriting. In general, commercial
mortgage loans are secured by income-producing
properties. We extend loans secured with liquid
collateral primarily to Wealth Advisory Services
clients.
In addition to servicing our own residential loan
portfolio, we service $519.2 million of residential
mortgage loans for Fannie Mae and other private
investors. For more information about mortgage
servicing rights, please read Note 10, Goodwill and
other intangible assets, which begins on page 81 of
this report.
8. RESERVE FOR LOAN LOSSES
Changes in the reserve for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Reserve for loan losses at January 1 |
|
$ |
91.4 |
|
|
$ |
89.7 |
|
|
$ |
89.9 |
|
Charge-offs |
|
|
(24.6 |
) |
|
|
(17.2 |
) |
|
|
(21.1 |
) |
Recoveries |
|
|
6.1 |
|
|
|
7.1 |
|
|
|
5.3 |
|
|
Net charge-offs |
|
|
(18.5 |
) |
|
|
(10.1 |
) |
|
|
(15.8 |
) |
Provision charged to operations |
|
|
21.3 |
|
|
|
11.8 |
|
|
|
15.6 |
|
|
Reserve for loan losses at December 31 |
|
$ |
94.2 |
|
|
$ |
91.4 |
|
|
$ |
89.7 |
|
Impaired loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Average recorded investment in
impaired loans |
|
$ |
32.8 |
|
|
$ |
47.3 |
|
|
$ |
45.2 |
|
Recorded investment in impaired loans
at year-end subject to a reserve
for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
2006 reserve: $ 4.2 |
|
$ |
20.5 |
|
|
|
|
|
|
|
|
|
2005 reserve: $ 9.8 |
|
|
|
|
|
$ |
37.4 |
|
|
|
|
|
2004 reserve: $12.5 |
|
|
|
|
|
|
|
|
|
$ |
55.7 |
|
Recorded investment in impaired loans
at year-end requiring no reserve
for loan losses |
|
$ |
5.0 |
|
|
$ |
2.3 |
|
|
$ |
1.4 |
|
Recorded investment in impaired loans
at year-end |
|
$ |
26.9 |
|
|
$ |
39.7 |
|
|
$ |
57.1 |
|
Recorded investment in impaired loans
at year-end classified as nonaccruing |
|
$ |
26.9 |
|
|
$ |
39.7 |
|
|
$ |
56.8 |
|
Interest income recognized |
|
$ |
1.2 |
|
|
$ |
1.3 |
|
|
$ |
2.2 |
|
Interest income recognized using the cash
basis method of income recognition |
|
$ |
1.2 |
|
|
$ |
1.3 |
|
|
$ |
2.2 |
|
Effect of nonaccruing loans on interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Nonaccruing loans at December 31 |
|
$ |
31.0 |
|
|
$ |
44.0 |
|
|
$ |
61.6 |
|
Interest income that would have been
recognized under original terms |
|
$ |
2.5 |
|
|
$ |
3.4 |
|
|
$ |
3.7 |
|
Interest actually received |
|
$ |
1.3 |
|
|
$ |
1.5 |
|
|
$ |
2.4 |
|
At December 31, 2006 and 2005, we had commitments
to lend on nonaccruing loans of $6.6 million and $0.7
million, respectively.
|
|
|
|
|
|
|
|
|
|
80 Notes to Consolidated Financial Statements
|
|
|
|
Wilmington Trust Corporation |
9. PREMISES AND EQUIPMENT
Value of premises and equipment
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
Land |
|
$ |
10.5 |
|
|
$ |
10.2 |
|
Buildings and improvements |
|
|
160.0 |
|
|
|
154.5 |
|
Furniture and equipment |
|
|
183.0 |
|
|
|
172.3 |
|
|
Total |
|
|
353.5 |
|
|
|
337.0 |
|
Accumulated depreciation |
|
|
(203.2 |
) |
|
|
(189.4 |
) |
|
Premises and equipment, net |
|
$ |
150.3 |
|
|
$ |
147.6 |
|
We lease all of our office locations outside of
Delaware, and some of those within Delaware. We use any
rental incentives we receive to reduce rental expense
over the term of the lease. Our lease expense was $11.4
million for 2006; $9.8 million for 2005; and $8.6
million for 2004. For more information about our real
property lease obligations, please read Note 12,
Commitments and contingencies, which begins on page
84 of this report.
10. GOODWILL AND OTHER INTANGIBLE ASSETS
During the 2006 third quarter, Roxbury Capital
Management (RCM), our growth-style affiliate money
manager, terminated its micro-cap fund and decided to
exit its fixed income fund by the end of 2006. Because
these actions reduced current and future levels of
assets under management and the number of client
accounts at RCM, we reassessed the valuation of our
investment in RCM. Since we account for RCM under the
equity method of accounting, we performed our
assessment of RCMs valuation in accordance with APB
No. 18, The Equity Method of Accounting for
Investments in Common Stock. We used a discounted cash
flow methodology in our assessment. We determined that
our investment in RCM was other than temporarily
impaired, and that the carrying value of the firm
should be reduced from $137.6 million to $65.3 million,
as of September 30, 2006. We recorded the difference of
$72.3 million in our income statement as an impairment
write-down for the 2006 third quarter. Most of RCMs
carrying value is recorded as goodwill. The impairment
write-down reduced the amount of goodwill associated
with RCM from $131.3 million to $59.0 million, as of
September 30, 2006. The remainder of the carrying
value, $6.3 million, was recorded in Other assets.
Goodwill and other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
|
carrying |
|
|
Accumulated |
|
|
carrying |
|
|
carrying |
|
|
Accumulated |
|
|
carrying |
|
For the year ended December 31 (in millions) |
|
amount |
|
|
amortization |
|
|
amount |
|
|
amount |
|
|
amortization |
|
|
amount |
|
|
Goodwill (nonamortizing) |
|
$ |
321.2 |
|
|
$ |
29.8 |
|
|
$ |
291.4 |
|
|
$ |
378.1 |
|
|
$ |
29.8 |
|
|
$ |
348.3 |
|
Other intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
$ |
8.3 |
|
|
$ |
6.4 |
|
|
$ |
1.9 |
|
|
$ |
8.0 |
|
|
$ |
5.6 |
|
|
$ |
2.4 |
|
Client lists |
|
|
49.3 |
|
|
|
16.5 |
|
|
|
32.8 |
|
|
|
43.0 |
|
|
|
12.0 |
|
|
|
31.0 |
|
Acquisition costs |
|
|
1.7 |
|
|
|
1.7 |
|
|
|
|
|
|
|
1.7 |
|
|
|
1.7 |
|
|
|
|
|
Other intangibles |
|
|
1.8 |
|
|
|
1.1 |
|
|
|
0.7 |
|
|
|
1.6 |
|
|
|
1.0 |
|
|
|
0.6 |
|
Nonamortizing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and SERP intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2 |
|
|
|
|
|
|
|
2.2 |
|
|
Total other intangibles |
|
$ |
61.1 |
|
|
$ |
25.7 |
|
|
$ |
35.4 |
|
|
$ |
56.5 |
|
|
$ |
20.3 |
|
|
$ |
36.2 |
|
Amortization expense of other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Amortization expense of other intangible assets |
|
$ |
5.4 |
|
|
$ |
5.3 |
|
|
$ |
3.9 |
|
Future amortization expense of other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
Estimated annual amortization expense of other intangibles |
|
$ |
5.2 |
|
|
$ |
4.9 |
|
|
$ |
4.2 |
|
|
$ |
3.4 |
|
|
$ |
3.0 |
|
Carrying amount of goodwill by business segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
|
|
Corporate |
|
|
Affiliate |
|
|
|
|
|
|
Regional |
|
|
Advisory |
|
|
Client |
|
|
Money |
|
|
|
|
(In millions) |
|
Banking |
|
|
Services |
|
|
Services |
|
|
Managers |
|
|
Total |
|
|
Balance as of January 1, 2006 |
|
$ |
3.8 |
|
|
$ |
86.7 |
|
|
$ |
19.2 |
|
|
$ |
238.6 |
|
|
$ |
348.3 |
|
Goodwill from acquisitions |
|
|
|
|
|
|
2.2 |
|
|
|
1.3 |
|
|
|
10.0 |
|
|
|
13.5 |
|
Impairment write-down |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(72.3 |
) |
|
|
(72.3 |
) |
Sale of affiliate interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
(0.3 |
) |
Increase in carrying value due to foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
2.2 |
|
|
|
|
|
|
|
2.2 |
|
|
Balance as of December 31, 2006 |
|
$ |
3.8 |
|
|
$ |
88.9 |
|
|
$ |
22.7 |
|
|
$ |
176.0 |
|
|
$ |
291.4 |
|
|
Balance as of January 1, 2005 |
|
$ |
3.8 |
|
|
$ |
84.3 |
|
|
$ |
10.3 |
|
|
$ |
238.6 |
|
|
$ |
337.0 |
|
Goodwill from acquisitions |
|
|
|
|
|
|
2.4 |
|
|
|
10.2 |
|
|
|
|
|
|
|
12.6 |
|
Decrease in carrying value due to foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
(1.3 |
) |
|
|
|
|
|
|
(1.3 |
) |
|
Balance as of December 31, 2005 |
|
$ |
3.8 |
|
|
$ |
86.7 |
|
|
$ |
19.2 |
|
|
$ |
238.6 |
|
|
$ |
348.3 |
|
The goodwill from acquisitions recorded for 2006 consists of:
|
|
$10.0 million recorded under Affiliate Money Managers
in connection with an increase in WTIs equity interest
in CRM. |
|
|
$1.3 million recorded under Corporate Client
Services in connection with the acquisition of PwC
Corporate Services (Cayman) Limited. |
|
|
A $2.2 million contingent payment recorded under
Wealth Advisory Services in connection with the
acquisition of Grant Tani Barash & Altman, LLC. |
The goodwill from acquisitions recorded for 2005 consists of:
|
|
$8.4 million recorded under Corporate Client Services
in connection with the acquisition of Wilmington Trust
SP
Services (London) Limited (formerly known as SPV
Management Limited). |
|
|
$1.8 million recorded under Corporate Client Services
in
connection with the acquisition of Charleston Captive
Management Company. |
|
|
$2.4 million recorded under Wealth Advisory Services
in connection with the acquisition of Wilmington Trust
Investment Management, LLC (WTIM) (formerly known as
Balentine & Company, LLC). |
Changes
in other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
Amount |
|
|
Residual |
|
|
period |
|
|
Amount |
|
|
Residual |
|
|
period |
|
For the year ended December 31 (in millions) |
|
assigned |
|
|
value |
|
|
in years |
|
|
assigned |
|
|
value |
|
|
in years |
|
|
Mortgage servicing rights |
|
$ |
0.3 |
|
|
|
|
|
|
|
8 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
8 |
|
Client lists |
|
|
6.0 |
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in carrying value of client lists due to
foreign currency translation adjustments |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
Other intangibles |
|
|
0.2 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and SERP intangibles |
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
(3.0 |
) |
|
|
|
|
|
|
|
|
|
Changes
in other intangible assets |
|
$ |
4.5 |
|
|
|
|
|
|
|
|
|
|
$ |
(2.3 |
) |
|
|
|
|
|
|
|
|
The amount recorded for client lists in 2006 consists of:
|
|
$1.3 million recorded under Corporate Client Services in connection with the acquisition of PwC
Corporate Services (Cayman) Limited. |
|
|
|
$1.2 million recorded under Wealth Advisory Services in
connection with the purchase of a client list during the formation of Wilmington Family Office,
Inc. |
|
|
$3.5 million recorded under Affiliate Money Managers in connection with an increase in WTIs
equity interest in CRM. |
|
|
|
|
|
|
|
|
|
|
82 Notes to Consolidated Financial Statements
|
|
|
|
Wilmington Trust Corporation |
11. BORROWINGS AND SECURITIES PURCHASED
UNDER AGREEMENTS TO RESELL
Our borrowings consist of federal funds purchased,
securities sold under agreements to repurchase, U.S.
Treasury demand notes, lines of credit, and long-term
debt. Federal funds purchased and securities sold
under agreements to repurchase generally mature
within 365 days from the transaction date. The
securities underlying the agreements are U.S.
Treasury bills, notes, bonds, or agencies held at the
Federal Reserve as collateral. U.S. Treasury demand
notes are callable on demand.
|
|
|
|
|
|
|
|
|
|
As of and for the year ended |
|
|
|
|
|
|
December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
Securities purchased under agreements to resell: |
|
|
|
|
|
|
|
|
Highest amount outstanding at any month end |
|
$ |
66.7 |
|
|
$ |
64.0 |
|
Daily average amount outstanding |
|
$ |
6.4 |
|
|
$ |
3.9 |
|
Weighted average interest rate for
instruments outstanding |
|
|
4.23 |
% |
|
|
2.84 |
% |
|
|
|
|
|
|
|
|
|
Securities sold under agreements to repurchase: |
|
|
|
|
|
|
|
|
Highest amount outstanding at any month end |
|
$ |
906.7 |
|
|
$ |
575.4 |
|
Daily average amount outstanding |
|
$ |
634.6 |
|
|
$ |
452.6 |
|
Weighted average interest rate for
instruments outstanding |
|
|
4.62 |
% |
|
|
2.87 |
% |
Lines
of Credit. We maintain lines of credit with two major
unaffiliated U.S. financial institutions. Each of
these lines is for $50.0 million. One line of credit
provides for interest to be paid on the outstanding
balances at the London Interbank Offered Rate (Libor)
plus 0.45%. The interest on the other line of credit
is based on Libor plus 0.40%. These line of credit
agreements require us to maintain certain financial
ratios pertaining to loan quality, limitations on
debt, and risk-based capital. At December 31, 2006
and 2005, we were in compliance with all required
covenants. At December 31, 2006, the outstanding
balances on these lines of credit were $15.0 million. At
December 31, 2005, the outstanding balances on these
lines of credit were zero.
Long-Term
Debt. Our long-term debt consists of two advances from
the Federal Home Loan Bank of Pittsburgh and two
issues of subordinated long-term debt.
Federal Home Loan Bank advances
Principal amount (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
In 2006 |
|
In 2005 |
|
|
Term |
|
interest rate |
|
Maturity date |
|
$ 28.0 |
|
$ |
28.0 |
|
|
15 years |
|
|
6.55 |
% |
|
October 4, 2010 |
$ |
|
$ |
7.5 |
|
|
10 years |
|
|
6.41 |
% |
|
November 6, 2006 |
We used the Federal Home Loan Bank (FHLB)
advances to finance construction of the Wilmington
Trust Plaza, our operations center in downtown
Wilmington, Delaware. Monthly
interest payments on these advances are (were) due on
the first day of each month at a fixed interest rate,
and the principal amounts are (were) due on the
maturity date. Any payment of the principal prior to
the originally scheduled maturity date is subject to
a prepayment fee. Under the advance agreements, we are
required to maintain specific levels of collateral as
set by the FHLB quarterly. Our collateral was well
above the required level for each quarter in 2006.
Subordinated long-term debt
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiannual |
|
|
Fixed |
|
|
|
|
Issue |
|
Issue |
|
|
|
|
|
|
payment |
|
|
payment |
|
|
|
|
date |
|
amount |
|
|
Term |
|
|
dates |
|
|
rates |
|
|
Maturity |
|
|
May 4, 1998 |
|
$ |
125.0 |
|
|
10 years |
|
May 1 and November 1 |
|
|
6.625 |
% |
|
May 1, 2008 |
April 4, 2003 |
|
$ |
250.0 |
|
|
10 years |
|
April 15 and October 15 |
|
|
4.875 |
% |
|
April 15, 2013 |
These notes are not redeemable prior to maturity,
and are not subject to any sinking fund.
12. COMMITMENTS AND CONTINGENCIES
Lease commitments. At December 31, 2006, our
outstanding lease commitments and renewal options
totaled $69.5 million and extended through 2022. The
minimum payments we will make in the future on
noncancelable leases for real property are as
follows:
Minimum payments on noncancelable leases for real property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
Sublease |
|
|
|
Net |
|
(In millions) |
|
|
amount |
|
|
|
amount |
|
|
|
amount |
|
|
2007 |
|
$ |
11.3 |
|
|
$ |
0.6 |
|
|
$ |
10.7 |
|
2008 |
|
$ |
10.4 |
|
|
$ |
0.5 |
|
|
$ |
9.9 |
|
2009 |
|
$ |
9.3 |
|
|
$ |
0.2 |
|
|
$ |
9.1 |
|
2010 |
|
$ |
7.8 |
|
|
$ |
0.1 |
|
|
$ |
7.7 |
|
2011 |
|
$ |
6.3 |
|
|
$ |
|
|
|
$ |
6.3 |
|
2012 and thereafter |
|
$ |
25.8 |
|
|
$ |
|
|
|
$ |
25.8 |
|
Off-balance-sheet commitments. In the normal
course of business, we engage in off-balance-sheet
financial agreements to help us manage interest rate
risk, to support the needs of our subsidiaries and
affiliates, and to meet the financing needs of our
clients. These agreements include:
Commitments to extend credit and letters of credit.
Commitments to extend credit are agreements to lend
to clients. These agreements generally have fixed
expiration dates, and they may require payment of a
fee. Many commitments to extend credit expire without
ever having been drawn upon, so the total commitment
amounts do not necessarily represent future cash
requirements. Letters of credit are contingent
commitments that we issue to support
clients financial obligations to third parties, such
as for the purchase of goods. Normally, letters of
credit are for terms shorter than five years, and many
of them expire unfunded.
The principal risk associated with commitments to
extend credit and letters of credit is credit risk,
essentially the same risk involved in making loans.
Before we enter into these types of agreements, we
evaluate each clients creditworthiness on a
case-by-case basis. Depending on our assessment of
the client, we may obtain collateral, such as
securities, receivables, inventory, equipment, and
residential and commercial properties.
Loan guaranties. We are guarantor of a portion of a
line-of-credit obligation for affiliate money manager
Cramer Rosenthal McGlynn (CRM). The fair value of this
loan guaranty approximates the fees paid on that portion of the
line-of-credit obligation for which we are the
guarantor, which was 81.73% at December 31, 2006.
Off-balance-sheet items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
For the year ended December 31 |
|
Contractual |
|
|
Fair |
|
|
Contractual |
|
|
Fair |
|
(in millions) |
|
amount |
|
|
value |
|
|
amount |
|
|
value |
|
|
Unfunded commitments
to extend credit |
|
$ |
3,326.3 |
|
|
$ |
12.7 |
|
|
$ |
3,242.9 |
|
|
$ |
12.4 |
|
Standby and commercial
letters of credit |
|
$ |
471.7 |
|
|
$ |
3.3 |
|
|
$ |
382.2 |
|
|
$ |
3.8 |
|
CRM loan guaranty |
|
$ |
2.5 |
|
|
$ |
|
|
|
$ |
2.3 |
|
|
$ |
|
|
Legal proceedings. We and our subsidiaries are
subject to various legal proceedings that arise from
time to time in the ordinary course of our business
and operations. Some of these proceedings seek relief
or damages in amounts that may be substantial.
Because of the complex nature of some of these
proceedings, it may be a number of years before they
ultimately are resolved. While it is not feasible to
predict the outcome of these proceedings, we do not
believe that the ultimate resolution of any of them
will have a materially adverse effect on our
consolidated financial condition.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with SFAS No. 107, Disclosures About
Fair Value of Financial Instruments, we disclose the
estimated fair values of certain financial
instruments, whether or not we recognize them in our
Consolidated Statements of Condition. Fair value
generally is the exchange price on which a willing
buyer and a willing seller would agree in other than a
distressed sale situation. Because of the uncertainties
inherent in determining fair value, fair value
estimates may not be precise, and they cannot be
substantiated independently. Many of our fair value
estimates are based on highly subjective judgments and
assumptions we make about market information and economic conditions.
|
|
|
84 Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
Changes in market interest rates or any of the
assumptions underlying our estimates could cause
those estimates to change significantly.
Carrying values and estimated fair values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
For the year ended December 31 |
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
(in millions) |
|
value |
|
|
value |
|
|
value |
|
|
value |
|
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due
from banks |
|
$ |
249.7 |
|
|
$ |
249.7 |
|
|
$ |
264.0 |
|
|
$ |
264.0 |
|
Short-term investments |
|
$ |
68.9 |
|
|
$ |
68.9 |
|
|
$ |
14.3 |
|
|
$ |
14.3 |
|
Investment securities |
|
$ |
2,114.6 |
|
|
$ |
2,114.7 |
|
|
$ |
1,928.8 |
|
|
$ |
1,928.9 |
|
Loans, net of reserves |
|
$ |
8,000.7 |
|
|
$ |
7,933.7 |
|
|
$ |
7,306.3 |
|
|
$ |
7,228.3 |
|
Interest rate
swap contracts |
|
$ |
7.6 |
|
|
$ |
7.6 |
|
|
$ |
7.0 |
|
|
$ |
7.0 |
|
Interest rate
floor contracts |
|
$ |
16.6 |
|
|
$ |
16.6 |
|
|
$ |
0.2 |
|
|
$ |
0.2 |
|
Accrued interest
receivable |
|
$ |
74.0 |
|
|
$ |
74.0 |
|
|
$ |
54.5 |
|
|
$ |
54.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
8,329.1 |
|
|
$ |
8,413.3 |
|
|
$ |
7,289.2 |
|
|
$ |
7,327.6 |
|
Short-term
borrowings |
|
$ |
1,158.8 |
|
|
$ |
1,158.8 |
|
|
$ |
1,373.7 |
|
|
$ |
1,373.7 |
|
Interest rate
swap contracts |
|
$ |
10.1 |
|
|
$ |
10.1 |
|
|
$ |
16.4 |
|
|
$ |
16.4 |
|
Accrued interest
payable |
|
$ |
75.2 |
|
|
$ |
75.2 |
|
|
$ |
45.7 |
|
|
$ |
45.7 |
|
Long-term debt |
|
$ |
388.5 |
|
|
$ |
378.8 |
|
|
$ |
400.4 |
|
|
$ |
402.1 |
|
We do not believe that the aggregate fair value
amounts presented in this Note offer a full
assessment of our consolidated financial condition,
our ability to generate net income, or the value of
our company, because the fair value amounts presented
here do not consider any value that may accrue from
existing client relationships or our ability to
create value by making loans, gathering deposits, or
providing fee-based services. In addition, SFAS
No. 107 prohibits us from including the values of
certain other financial instruments, all nonfinancial
assets and liabilities, and intangible assets.
Following is a summary of the methods and assumptions
we use to estimate fair values.
Cash
and due from banks; federal funds sold and
securities purchased under agreements to resell;
accrued interest receivable; federal funds purchased
and securities sold under agreements to repurchase;
other short-term borrowings; and accrued interest
payable. The fair values of these instruments
approximate their carrying values, due to their short
maturities.
Investment securities. We base the fair value
estimates of investment securities on quoted bid
prices from a third-party pricing service. If quoted
market prices are not available, we use quoted market
prices of comparable instruments.
Loans. For fixed- and variable-rate loans with no
significant credit risk that reprice within one year,
we base fair value estimates on the carrying amounts
of the loans. For all other
loans, we employ discounted cash flow analyses that
use interest rates currently being offered for loans
with similar terms to borrowers of similar credit
quality.
Deposits. The fair values of demand deposits equal
the amount payable on demand as of the reporting
date. The carrying amount for variable rate deposits
approximates their fair values as of the reporting
date. To estimate the fair values of fixed rate
certificates of deposit (CDs), we use a discounted
cash flow analysis that incorporates prevailing
market interest rates for CDs with comparable
maturities.
The
aggregate book values of CDs in denominations of $100,000 and more at December 31
were $3.53 billion and $3.59 billion, respectively, for
2006 and 2005, and their scheduled maturities were as
follows:
Scheduled maturities
|
|
|
|
|
|
Time deposits in denominations of $100,000 or more |
|
|
2007 |
|
$3,502.2 million |
2008 |
|
$ 6.8 million |
2009 |
|
$ 4.3 million |
2010 |
|
$ 2.0 million |
2011 |
|
$ 8.1 million |
2012 and thereafter |
|
$ 5.1 million |
Long-term debt. We base the fair value of
long-term debt on the borrowing rate currently
available to us for debt with comparable terms and
maturities.
Derivative financial instruments. We base the fair
value estimates of derivative instruments on pricing
models that use assumptions about market conditions
and risks that are current as of the reporting date.
In accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities (as
amended), the estimated fair values of derivatives we
use to manage interest rate risk, such as interest
rate swap and floor agreements, represent the amounts
we would have expected to receive or pay to terminate
such agreements. For more information about our use of
derivatives, please read Note 14,Derivative financial
instruments, which begins on page 86 of this report.
Commitments to extend credit and letters of
credit. The fair values of loan commitments and
letters of credit approximate the fees we charge for
providing these services.
14. DERIVATIVE FINANCIAL INSTRUMENTS
We use derivative financial instruments, primarily
interest rate swaps and floors, to manage the effects
of fluctuating interest rates on net interest
income. We use these instruments to hedge floating
rate commercial loans and subordinated long-term
debt. We also use interest rate swap contracts to
help commercial loan clients manage their interest
rate risk. We do not hold or issue derivative
financial instruments for trading purposes. We
account for derivative financial instruments in
accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, as
amended.
Interest rate swaps. An interest rate swap is an
agreement between two parties to exchange, at
specified intervals, payments that represent fixed and
floating rate interest amounts computed on notional
amounts of principal. Typically, these payments are
based on fixed and floating interest rate benchmarks
or indices.
The interest rate swap contracts we have with
commercial loan clients allow them to convert
floating rate loan payments to fixed rate loan
payments. When we enter into an interest rate swap
contract with a commercial loan client, we
simultaneously enter into a mirror swap contract with
a third party. The third party exchanges the clients fixed rate loan payments for floating rate loan
payments. We retain the credit risk that is
associated with the potential failure of
counterparties and inherent in making loans.
At
December 31, 2006, the notional amount of our
interest rate swap contracts was $1,014.0 million, as
follows:
|
|
$444.5 million of swaps for clients that
exchanged floating rates for fixed rates. |
|
|
|
$444.5 million, the mirror of the above
amount, of
swaps that exchanged fixed rates for floating rates,
which we made with other financial institutions.
|
|
|
|
$125.0 million of swaps with other financial
institutions that were recorded as a fair value hedge
against the 10-year subordinated long-term debt we
issued on May 4, 1998. We issued this debt at a fixed
rate of 6.625%. On December 4, 2003, we swapped the
fixed rate payments on this debt for floating rate
payments based on the six-month Libor, which was
5.36% at December 31, 2006. The interest rates on
these swaps reset semiannually. Semiannual payments
coincide with the subordinated debt payments. |
At
December 31, 2005, we had $250.0 million of swap
contracts recorded as a fair value hedge against the
10-year subordinated long-term debt we issued on
April 4, 2003. We issued this debt at a fixed rate of
4.875% and immediately swapped it for a floating
rate tied to the three-month Libor, which was 4.53%
at December 31, 2005. On March 31, 2006, we sold these
contracts and realized a loss of $12.7 million. We
are recognizing the amount of this loss as interest
expense in our income statement over the remaining
life of the debt, which matures in 2013.
Interest rate floors. An interest rate floor is a
contract that establishes an interest rate (called
the strike rate) on a notional amount of
principal. The strike rate is tied to a floating
interest rate index. When the index falls below the strike
rate, the counterparty to the contract pays us the
difference between the index and strike rates. When
the index is equal to or higher than the strike
rate, we do not receive any payments. We use interest
rate floors to hedge the interest revenue from
floating rate loans against declines in market
interest rates.
At
December 31, 2006, we had multiple interest rate
floor contracts in notional amounts that totaled
$1.00 billion. The maturities of these contracts
ranged from 3.1 to 7.5 years; the strike rates ranged
from 6.50% to 8.00%; and the strike rates were tied to
the Federal Reserves H.15 Bank Prime Loan Rate. At
December 31, 2005, we had one interest rate floor
contract with a notional amount of $25.0 million, a
maturity of 4.8 years, and a strike rate of 6.50% tied
to the Federal Reserves H.15 Bank Prime Loan
Rate. All of our interest rate floor contracts are
considered cash flow hedges under SFAS No.133.
We amortize the premiums we pay for interest rate
floor contracts over the life of each floor and net
the expense against interest income from floating
rate loans.
Interest rate floor expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in
millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Interest rate floor contract expense |
|
$ |
0.2 |
|
|
$ |
|
|
|
$ |
|
|
On
April 17, 2001, we sold six interest rate floor
contracts with a notional amount of $175,000,000, and
recorded a gain of $32,682. Prior to that sale, we
had recorded $1,317,508 of intrinsic value on these
floors in other comprehensive income (OCI). We
amortized that amount out of OCI and into earnings
over what would have been the remaining lives of the
floor contracts. The amortization period ended in
August 2005. The gains in OCI reclassified into
earnings were $180,964 for 2005 and $308,400 for
2004.
|
|
|
86 Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
For more information about how we account for
derivatives and their fair values, please read the
sections on derivative financial instruments in Note
2, Summary of significant accounting policies,
which begins on page 71 of this report, and in Note
13, Fair value of financial instruments, which
begins on page 84 of this report.
15. CAPITAL REQUIREMENTS
Federal capital adequacy requirements. As of December
31, 2006 and 2005, we were considered well
capitalized under the capital standards that U.S.
banking regulatory authorities have adopted in order
to assess the capital adequacy of bank holding
companies. These capital adequacy requirements
establish specific guidelines that involve quantitative
measures of assets, liabilities, and certain
off-balance-sheet items as calculated under
regulatory accounting practices. The quantitative
measures require us to maintain minimum amounts and
ratios of total and Tier 1 capital to risk-weighted
assets, and Tier 1 capital to average quarterly
assets. U.S. banking regulators also make qualitative
judgments about the components of our capital, risk
weightings, and other factors. We use these capital
guidelines to calculate our capital position. To be
classified as well capitalized under the
guidelines, banks generally must maintain ratios of
total capital that are 100 to 200 basis points higher
than the minimum requirements. We review our on- and
off-balance-sheet items on a continual basis to
ensure that the amounts and sources of our capital
enable us to continue to exceed the minimum
guidelines.
U.S. regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adequately |
|
|
|
|
|
|
|
|
|
|
|
|
capitalized |
|
Well-capitalized |
|
|
Actual |
|
minimum |
|
minimum |
|
|
|
|
|
|
|
|
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
(Dollars in millions) |
|
Amount |
|
Ratio |
|
³ |
|
³ |
|
³ |
|
³ |
|
As of December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Corporation |
|
$ |
1,158.7 |
|
|
|
12.10 |
% |
|
$ |
765.8 |
|
|
|
8.00 |
% |
|
$ |
957.3 |
|
|
|
10.00 |
% |
Wilmington Trust Company |
|
$ |
968.9 |
|
|
|
10.93 |
% |
|
$ |
709.3 |
|
|
|
8.00 |
% |
|
$ |
886.6 |
|
|
|
10.00 |
% |
Wilmington Trust of Pennsylvania |
|
$ |
104.8 |
|
|
|
13.87 |
% |
|
$ |
60.4 |
|
|
|
8.00 |
% |
|
$ |
75.6 |
|
|
|
10.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to risk-weighted assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Corporation |
|
$ |
789.7 |
|
|
|
8.25 |
% |
|
$ |
382.9 |
|
|
|
4.00 |
% |
|
$ |
574.4 |
|
|
|
6.00 |
% |
Wilmington Trust Company |
|
$ |
887.6 |
|
|
|
10.01 |
% |
|
$ |
354.6 |
|
|
|
4.00 |
% |
|
$ |
532.0 |
|
|
|
6.00 |
% |
Wilmington Trust of Pennsylvania |
|
$ |
98.1 |
|
|
|
12.99 |
% |
|
$ |
30.2 |
|
|
|
4.00 |
% |
|
$ |
45.3 |
|
|
|
6.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to average assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Corporation |
|
$ |
789.7 |
|
|
|
7.39 |
% |
|
$ |
427.2 |
|
|
|
4.00 |
% |
|
$ |
534.0 |
|
|
|
5.00 |
% |
Wilmington Trust Company |
|
$ |
887.6 |
|
|
|
8.95 |
% |
|
$ |
396.7 |
|
|
|
4.00 |
% |
|
$ |
495.9 |
|
|
|
5.00 |
% |
Wilmington Trust of Pennsylvania |
|
$ |
98.1 |
|
|
|
8.74 |
% |
|
$ |
44.9 |
|
|
|
4.00 |
% |
|
$ |
56.1 |
|
|
|
5.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Corporation |
|
$ |
1,048.6 |
|
|
|
11.84 |
% |
|
$ |
708.6 |
|
|
|
8.00 |
% |
|
$ |
885.7 |
|
|
|
10.00 |
% |
Wilmington Trust Company |
|
$ |
846.8 |
|
|
|
10.35 |
% |
|
$ |
654.8 |
|
|
|
8.00 |
% |
|
$ |
818.5 |
|
|
|
10.00 |
% |
Wilmington Trust of Pennsylvania |
|
$ |
94.9 |
|
|
|
14.08 |
% |
|
$ |
53.9 |
|
|
|
8.00 |
% |
|
$ |
67.4 |
|
|
|
10.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to risk-weighted assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Corporation |
|
$ |
657.9 |
|
|
|
7.43 |
% |
|
$ |
354.3 |
|
|
|
4.00 |
% |
|
$ |
531.4 |
|
|
|
6.00 |
% |
Wilmington Trust Company |
|
$ |
769.0 |
|
|
|
9.40 |
% |
|
$ |
327.4 |
|
|
|
4.00 |
% |
|
$ |
491.1 |
|
|
|
6.00 |
% |
Wilmington Trust of Pennsylvania |
|
$ |
87.7 |
|
|
|
13.01 |
% |
|
$ |
27.0 |
|
|
|
4.00 |
% |
|
$ |
40.4 |
|
|
|
6.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to average assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Corporation |
|
$ |
657.9 |
|
|
|
6.69 |
% |
|
$ |
393.5 |
|
|
|
4.00 |
% |
|
$ |
491.9 |
|
|
|
5.00 |
% |
Wilmington Trust Company |
|
$ |
769.0 |
|
|
|
8.45 |
% |
|
$ |
364.2 |
|
|
|
4.00 |
% |
|
$ |
455.2 |
|
|
|
5.00 |
% |
Wilmington Trust of Pennsylvania |
|
$ |
87.7 |
|
|
|
9.32 |
% |
|
$ |
37.6 |
|
|
|
4.00 |
% |
|
$ |
47.0 |
|
|
|
5.00 |
% |
Failure to meet minimum capital requirements
could cause regulatory authorities to take certain
mandatory and possibly additional discretionary
steps, or prompt, corrective action. If undertaken,
that action could have a material effect on our
financial statements and operations.
Capital requirements for dividend payments. Our
ability to pay dividends is limited by Delaware law,
which permits corporations to pay dividends out of
surplus capital only. Historically, the surplus
capital we have used to pay dividends has come from
our wholly owned primary banking subsidiary,
Wilmington Trust Company, and RSMC.
Other capital adequacy requirements. A group of bank
regulatory authorities from the United States and
multiple other nations, known as the Basel Committee
on Banking Supervision (Committee), has published,
and is considering changes to, a framework for
measuring capital adequacy. This framework proposes
minimum capital requirements; supervisory review of a
banks internal assessment process and capital
adequacy; and effective use of disclosure to
strengthen market discipline. This framework, which
formerly was scheduled for implementation by year-end
2006, is now scheduled for implementation by year-end
2008. We are monitoring the status and progress of
the proposed rules to see what impact, if any, they
might have on our capital position or business
operations in the future.
16. RELATED PARTY TRANSACTIONS
In the
ordinary course of business, our banks make loans to officers,
directors, and associates of our company and our affiliates. We
extend these loans in a manner consistent with sound banking
practices. We do not consider the credit risk associated with these
loans to be any greater or any less than the credit risk we assume in the
ordinary course of making loans.
Loans to related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 (in millions) |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans to related parties |
|
$ |
44.0 |
|
|
$ |
54.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan additions |
|
$ |
37.3 |
|
|
$ |
52.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payments received |
|
$ |
47.7 |
|
|
$ |
21.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We are guarantor of a portion of a line-of-credit
obligation for affiliate money manager CRM. The
interest on this line of credit is computed at Libor
plus 2%. The portion of the line-of-credit obligation
for which we are the guarantor approximates our
ownership position in CRM. At December 31, 2006, the
line of credit was for $3.0 million; the balance was
zero, and our ownership position in CRM was 81.73%.
This line of credit is scheduled to expire on
December 3, 2007.
17. PENSION AND OTHER POSTRETIREMENT BENEFITS
We offer a pension plan, a supplemental executive
retirement plan (SERP), and a postretirement health
care and life insurance benefits plan. The status of
these plans is summarized in the tables and
paragraphs below. We also offer a thrift savings
plan, which is summarized at the end of this Note. To
determine our pension, SERP, and postretirement
benefit obligations, we use a discount rate
assumption based on current yield rates in the AA
bond market. To assure that the resulting rates can
be achieved by each of the benefit plans, the only
bonds used to develop the discount rate are those
which satisfy certain criteria and are expected to
remain available through the period of maturity of
the plan benefits.
In the tables below, the measurement date for pension
and SERP benefits was September 30, unless noted
otherwise. The measurement date for the
postretirement benefits was December 31, unless noted
otherwise. To set the 2006 discount rate for each
plan, we used a method that matched projected payouts
from each plan with a zero-coupon AA bond yield
curve. We constructed this yield curve from the
underlying bond price and yield data as of September
30, 2006 (for the pension plan and SERP), and
December 31, 2006 (for the postretirement benefits
plan), and included a series of annualized,
individual discount rates with durations ranging from
six months to 30 years. Each discount rate in the
curve was derived from an equal weighting of the AA
or higher bond universe, apportioned into distinct
maturity groups. These individual discount rates were
then converted into a single equivalent discount
rate. This process was repeated separately for each
plan. For 2005 and 2004, we set the discount rate
assumptions by adding 15 basis points to the
investment yields available on AA long-term corporate
bonds and then rounding to the next highest 25 basis
points.
|
|
|
88 Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
Excess/(shortfall) of plan assets compared to plan obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
Pension benefits |
|
SERP benefits |
|
benefits |
At December 31 (in millions) |
|
|
2006 |
|
|
|
2005 |
|
|
|
2006 |
|
|
|
2005 |
|
|
|
2006 |
|
|
|
2005 |
|
|
Fair value of plan assets |
|
$ |
197.5 |
|
|
$ |
174.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Projected benefit obligation |
|
|
186.6 |
|
|
|
174.9 |
|
|
|
22.4 |
|
|
|
22.0 |
|
|
|
|
|
|
|
|
|
|
Funded status (difference) |
|
$ |
10.9 |
|
|
$ |
(0.9 |
) |
|
$ |
(22.4 |
) |
|
$ |
(22.0 |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets |
|
$ |
197.5 |
|
|
$ |
174.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Accumulated benefit obligation |
|
|
165.0 |
|
|
|
157.3 |
|
|
|
18.7 |
|
|
|
17.2 |
|
|
|
41.0 |
|
|
|
37.8 |
|
|
Funded status (difference) |
|
$ |
32.5 |
|
|
$ |
16.7 |
|
|
$ |
(18.7 |
) |
|
$ |
(17.2 |
) |
|
$ |
(41.0 |
) |
|
$ |
(37.8 |
) |
Weighted average assumptions used to determine benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
Pension benefits |
|
SERP benefits |
|
benefits |
At December 31 (in millions) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Discount rate |
|
|
6.10 |
% |
|
|
6.00 |
% |
|
|
6.00 |
% |
|
|
5.90 |
% |
|
|
5.90 |
% |
|
|
5.90 |
% |
Rate of compensation increase |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
|
|
|
|
|
|
Changes in the net projected benefit obligation and plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
Pension benefits |
|
SERP benefits |
|
benefits |
At December 31 (in millions) |
|
|
2006 |
|
|
|
2005 |
|
|
|
2006 |
|
|
|
2005 |
|
|
|
2006 |
|
|
|
2005 |
|
|
Net projected benefit obligation at start of year |
|
$ |
174.9 |
|
|
$ |
163.1 |
|
|
$ |
22.0 |
|
|
$ |
21.4 |
|
|
$ |
37.8 |
|
|
$ |
40.0 |
|
Service cost |
|
|
8.3 |
|
|
|
7.8 |
|
|
|
0.8 |
|
|
|
0.7 |
|
|
|
1.2 |
|
|
|
0.7 |
|
Interest cost |
|
|
10.3 |
|
|
|
9.6 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
2.2 |
|
|
|
2.4 |
|
Plan participants contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
0.6 |
|
Actuarial loss/(gain) |
|
|
(0.2 |
) |
|
|
0.6 |
|
|
|
(1.1 |
) |
|
|
(0.8 |
) |
|
|
2.2 |
|
|
|
3.9 |
|
Gross benefits paid |
|
|
(6.7 |
) |
|
|
(6.2 |
) |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
|
|
(2.8 |
) |
|
|
(4.9 |
) |
Change in plan provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.9 |
) |
|
Net projected benefit obligation at end of year |
|
$ |
186.6 |
|
|
$ |
174.9 |
|
|
$ |
22.4 |
|
|
$ |
22.0 |
|
|
$ |
41.0 |
|
|
$ |
37.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at start of year |
|
$ |
174.0 |
|
|
$ |
134.1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Actual return on plan assets |
|
|
15.2 |
|
|
|
21.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer contributions |
|
|
15.0 |
|
|
|
25.0 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
2.4 |
|
|
|
4.4 |
|
Plan participants contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
0.5 |
|
Gross benefits paid |
|
|
(6.7 |
) |
|
|
(6.2 |
) |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
|
|
(2.8 |
) |
|
|
(4.9 |
) |
|
Fair value of plan assets at end of year |
|
$ |
197.5 |
|
|
$ |
174.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status at end of year |
|
$ |
10.9 |
|
|
$ |
(0.9 |
) |
|
$ |
(22.4 |
) |
|
$ |
(22.0 |
) |
|
$ |
(41.0 |
) |
|
$ |
(37.8 |
) |
Net amounts recognized in our Consolidated Statements of Condition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
Pension benefits |
|
SERP benefits |
|
benefits |
At December 31 (in millions) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Funded status |
|
$ |
10.9 |
|
|
$ |
(0.9 |
) |
|
$ |
(22.4 |
) |
|
$ |
(22.0 |
) |
|
$ |
(41.0 |
) |
|
$ |
(37.8 |
) |
Unrecognized net actuarial loss/(gain) |
|
|
|
|
|
|
39.2 |
|
|
|
|
|
|
|
5.9 |
|
|
|
|
|
|
|
14.7 |
|
Unrecognized net transition obligation/(asset) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
Unrecognized prior service cost |
|
|
|
|
|
|
1.7 |
|
|
|
|
|
|
|
2.2 |
|
|
|
|
|
|
|
(4.9 |
) |
Contributions from measurement date to end of year |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
Net amount recognized at end of year |
|
$ |
10.9 |
|
|
$ |
40.0 |
|
|
$ |
(22.3 |
) |
|
$ |
(13.7 |
) |
|
$ |
(41.0 |
) |
|
$ |
(28.0 |
) |
Components of the net amount recognized in our Consolidated Statements of Condition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
Pension benefits |
|
SERP benefits |
|
benefits |
At December 31 (in millions) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
(Accrued)/prepaid benefit cost |
|
$ |
47.7 |
|
|
$ |
40.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(29.4 |
) |
|
$ |
(28.0 |
) |
Accrued benefit liability |
|
|
|
|
|
|
|
|
|
|
(18.7 |
) |
|
|
(17.2 |
) |
|
|
|
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
Net liability recognized |
|
|
47.7 |
|
|
|
40.0 |
|
|
|
(18.7 |
) |
|
|
(14.9 |
) |
|
|
(29.4 |
) |
|
|
(28.0 |
) |
Accumulated other comprehensive income |
|
|
|
|
|
|
|
|
|
|
(3.7 |
) |
|
|
1.1 |
|
|
|
(11.6 |
) |
|
|
|
|
Contributions from measurement date to end of year |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
Net amount recognized at end of year |
|
$ |
47.7 |
|
|
$ |
40.0 |
|
|
$ |
(22.3 |
) |
|
$ |
(13.7 |
) |
|
$ |
(41.0 |
) |
|
$ |
(28.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in minimum liability included in other comprehensive income |
|
$ |
36.8 |
|
|
$ |
(32.8 |
) |
|
$ |
5.6 |
|
|
$ |
(0.9 |
) |
|
$ |
11.7 |
|
|
$ |
|
|
On December 31, 2006, we adopted SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
132R, the effects of which we show in the next two tables. For more information about pension
accounting, please read Note 2, Summary of significant accounting policies, which begins on page
71 of this report.
Changes in funded status and additional minimum liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
Additional |
|
|
SFAS No. 158 |
|
|
December 31, 2006 |
|
|
|
Prior to adoption |
|
|
minimum liability |
|
|
adoption |
|
|
Post adoption |
|
(In millions) |
|
of SFAS No. 158 |
|
|
adjustment |
|
|
adjustment |
|
|
of SFAS No. 158 |
|
|
Intangible assets |
|
$ |
2.3 |
|
|
$ |
(2.3 |
) |
|
$ |
|
|
|
$ |
|
|
Prepaid pension cost |
|
$ |
47.7 |
|
|
$ |
|
|
|
$ |
(36.8 |
) |
|
$ |
10.9 |
|
Other assets |
|
$ |
0.4 |
|
|
$ |
(0.4 |
) |
|
$ |
18.9 |
|
|
$ |
18.9 |
|
SERP liability |
|
$ |
19.9 |
|
|
$ |
(3.3 |
) |
|
$ |
5.7 |
|
|
$ |
22.3 |
|
Postretirement liability |
|
$ |
29.4 |
|
|
$ |
|
|
|
$ |
11.6 |
|
|
$ |
41.0 |
|
Accumulated other comprehensive income, net of taxes |
|
$ |
(0.7 |
) |
|
$ |
0.7 |
|
|
$ |
35.2 |
|
|
$ |
35.2 |
|
Net periodic benefit expense we expect to record in 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component of accumulated other
comprehensive income (in millions) |
|
Pension plan |
|
|
SERP plan |
|
|
Postretirement plan |
|
|
Expected 2007 amortization of transition obligation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Expected 2007 amortization of prior service cost |
|
$ |
0.8 |
|
|
$ |
0.3 |
|
|
$ |
(0.5 |
) |
Expected 2007 amortization of net loss |
|
$ |
1.8 |
|
|
$ |
0.2 |
|
|
$ |
0.9 |
|
|
|
|
90 Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
Weighted average assumptions used to determine the net periodic benefit expense of the plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
|
Pension benefits |
|
|
SERP benefits |
|
|
benefits |
|
At December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Weighted average assumptions used to determine
net periodic benefit expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.00 |
% |
|
|
6.00 |
% |
|
|
6.00 |
% |
|
|
5.90 |
% |
|
|
6.00 |
% |
|
|
6.00 |
% |
|
|
5.90 |
% |
|
|
6.00 |
% |
|
|
6.25 |
% |
Expected return on plan assets |
|
|
8.50 |
% |
|
|
8.50 |
% |
|
|
8.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate of compensation increase |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of net periodic benefit cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
8.3 |
|
|
$ |
7.8 |
|
|
$ |
6.5 |
|
|
$ |
0.8 |
|
|
$ |
0.8 |
|
|
$ |
0.7 |
|
|
$ |
1.2 |
|
|
$ |
0.8 |
|
|
$ |
0.7 |
|
Interest cost |
|
|
10.3 |
|
|
|
9.6 |
|
|
|
8.8 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.2 |
|
|
|
2.2 |
|
|
|
2.4 |
|
|
|
2.3 |
|
Expected return on plan assets |
|
|
(14.1 |
) |
|
|
(12.3 |
) |
|
|
(11.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of transition obligation/(asset) |
|
|
|
|
|
|
|
|
|
|
(0.9 |
) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
0.8 |
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
Recognized actuarial (gain)/loss |
|
|
2.0 |
|
|
|
1.6 |
|
|
|
0.8 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.5 |
|
|
|
0.9 |
|
|
|
0.6 |
|
|
|
0.4 |
|
Difference in actual expense and estimate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
7.3 |
|
|
$ |
7.5 |
|
|
$ |
4.7 |
|
|
$ |
2.8 |
|
|
$ |
2.9 |
|
|
$ |
2.8 |
|
|
$ |
3.8 |
|
|
$ |
4.0 |
|
|
$ |
3.4 |
|
Plan contributions expected in 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
SERP |
|
|
Postretirement |
|
(In millions) |
|
benefits |
|
|
benefits |
|
|
benefits |
|
|
Expected employer contributions |
|
$ |
|
|
|
$ |
0.6 |
|
|
$ |
2.7 |
|
Expected employee contributions |
|
$ |
|
|
|
$ |
|
|
|
$ |
0.6 |
|
Under Internal Revenue Service rules, we are not required to contribute to the pension plan
for 2007. We may make voluntary contributions based on corporate,
cash, and tax strategies.
Estimated future benefit payments based upon current assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
SERP |
|
|
Postretirement |
|
(In millions) |
|
benefits |
|
|
benefits |
|
|
benefits |
|
|
2007 |
|
$ |
7.0 |
|
|
$ |
0.6 |
|
|
$ |
2.7 |
|
2008 |
|
$ |
7.2 |
|
|
$ |
0.7 |
|
|
$ |
2.8 |
|
2009 |
|
$ |
7.6 |
|
|
$ |
0.7 |
|
|
$ |
2.8 |
|
2010 |
|
$ |
8.2 |
|
|
$ |
0.8 |
|
|
$ |
2.9 |
|
2011 |
|
$ |
8.7 |
|
|
$ |
1.0 |
|
|
$ |
3.0 |
|
20122016 |
|
$ |
59.0 |
|
|
$ |
8.1 |
|
|
$ |
15.8 |
|
Pension plan. Our pension plan is a
noncontributory, qualified defined benefit pension plan
with retirement and death benefits. It covers
substantially all Wilmington Trust staff members. We
use a modified career average formula, based on a staff
members years of service, to calculate pension
benefits. To ensure that the plan is able to meet its
obligations, we contribute to it as necessary and as
required by the Internal Revenue Service. Our
contributions are designed to fund the plans current
and past service costs, plus interest, over a 10-year
period. Using the projected unit credit method,
independent actuaries determine the benefit obligation
of the plan (the level of funds needed to pay benefits
to the plans members). We record the funded status of
the plan as a liability on our balance sheet.
Our Benefits Administration Committee is responsible
for determining and reviewing the investment policy for
the plan, and for overseeing its assets. The Committee
conducts
quarterly reviews of performance, asset allocation, and
investment manager due diligence. Our Investment
Strategy Team is responsible for investing the plans
assets in accordance with the plans investment policy.
Our pension plan investment policy is to:
|
|
Grow assets at an average annual rate that
exceeds the actuarially assumed expected rate of
return in order to keep pace with future
obligations. |
|
|
|
Provide for the most stability possible to meet
the target growth rate with a medium level of
risk. |
|
|
|
Show positive returns after inflation. |
|
|
|
Provide liquidity so that we can make benefit
payments to plan participants who have retired. |
Our pension plan investment management objectives are to provide:
|
|
Returns that exceed, and volatility that is equal
to, or lower than those of an index that blends
70% of the Standard and Poors 500 Index and 30%
of the Lehman Government/Credit Index. |
|
|
|
Returns that exceed those of the relevant market
index for each asset class in which we invest plan
assets. |
These
indices include, in addition to the Standard &
Poors 500 and the Lehman Government/Credit Index, the
Standard & Poors Mid Cap 400, the Russell 2000, the MSCI
EAFE Index (Europe, Australasia, Far East), and the
National Association of Real Estate Investment Trusts
(NAREIT) Index. For hedge funds, we seek absolute
returns that exceed an index that blends 50% of the
Lehman Aggregate Bond Index and 50% of the Standard &
Poors 500 Index.
We base the long-term rate of return we expect for the
plans total assets on the return we expect for each
asset class in which we have invested plan assets,
using long-term historical returns and weightings based
on the target allocation for each class. We expect the
plans equity investments to return 10% to 11% over the
long term. We expect the plans cash and fixed income
investments to return between 4% and 6% over the long
term.
Targeted vs. actual asset allocation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target allocation |
|
Actual |
Asset allocation |
|
(weighted average) |
|
allocation |
at September 30 |
|
2006 |
|
|
2006 |
|
|
2005 |
|
|
Equity securities |
|
|
38 |
% |
|
|
36 |
% |
|
|
40 |
% |
Debt securities |
|
|
30 |
% |
|
|
35 |
% |
|
|
23 |
% |
Real estate |
|
|
11 |
% |
|
|
11 |
% |
|
|
17 |
% |
Other |
|
|
21 |
% |
|
|
18 |
% |
|
|
20 |
% |
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
Most of our pension plans assets are invested in
the equity and fixed income portfolios of the
Wilmington Strategic Allocation Funds, which our
affiliates manage. Plan assets invested in these funds
totaled $107.7 million and $94.0 million at December
31, 2006 and 2005, respectively.
Supplemental executive retirement plan (SERP). The SERP
is a nonqualified defined benefit plan that covers
selected officers. Assumptions used to determine the
net periodic
benefit expense for the SERP are similar to those used
to determine the net periodic benefit expense for our
pension plan. We have invested in corporate-owned life
insurance contracts to help meet the future obligations
of the SERP.
Postretirement health care and life insurance benefits.
Certain health care and life insurance benefits are
available for substantially all retired staff members
(retirees). Retirees who are younger than age 65 are
eligible to receive up to $7,000 each year toward the
medical coverage premium. Retirees age 65 or older are
eligible to receive up to $4,000 toward the medical
coverage premium. Retirees also are eligible for $7,500
of life insurance coverage. Effective January 1, 2006,
retirees and some spouses became eligible for $250 per
month to subsidize their health care coverage. In
accordance with SFAS No. 106, Employers Accounting
for Postretirement Benefits Other Than Pensions, and
SFAS No.112, EmployersAccounting for Postretirement
Benefits, we recognize the expense of providing these
benefits on an accrual basis.
Assumptions used to calculate the accumulated postretirement benefit obligation
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
2006 |
|
|
2005 |
|
|
Health care cost trend rate assumed |
|
|
9 |
% |
|
|
9 |
% |
Rate to which cost trend rate is assumed to decline
(the ultimate trend rate) |
|
|
6 |
% |
|
|
6 |
% |
Year that rate reaches the ultimate trend rate |
|
|
2010 |
|
|
|
2009 |
|
Assumptions used to calculate the net periodic benefit expense
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 |
|
2006 |
|
|
2005 |
|
|
Health care cost trend rate assumed |
|
|
9 |
% |
|
|
8 |
% |
Rate to which cost trend rate is assumed to decline
(the ultimate trend rate) |
|
|
6 |
% |
|
|
5 |
% |
Year that rate reaches the ultimate trend rate |
|
|
2009 |
|
|
|
2008 |
|
Effect on postretirement health care
benefits of 1% change in the assumed health
care trend rate
|
|
|
|
|
|
|
|
|
|
|
|
1% |
|
|
1% |
|
(In millions) |
|
increase |
|
|
decrease |
|
|
Effect on total service and interest components of
net periodic health care benefit expense |
|
$ |
0.4 |
|
|
$ |
(0.3 |
) |
Effect on accumulated postretirement
benefit obligation |
|
$ |
3.6 |
|
|
$ |
(3.0 |
) |
On
December 8, 2003, President Bush signed into law a bill that expanded Medicare and added a prescription drug benefit for Medicare-eligible retirees starting in 2006. We anticipate that our future benefit payments will be lower because of the new Medicare provisions. The reported retiree medical obligations and expenses as of December 31, 2004, reflected the impact of
|
|
|
|
|
92
|
Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
this
legislation. The liabilities as of December
31, 2005, reflected a change in postretirement medical
plan provisions for the $250 per month health care
subsidy mentioned earlier. By adopting these new
provisions, we reduced health care costs by $0.9
million in 2004.
Thrift savings plan. We have a defined contribution
thrift savings plan that covers all full-time staff
members who elect to participate in it. Eligible staff
members may contribute from 1% to 25% of their annual
base pay. We match each $1.00 a staff member
contributes with a $0.50 cash contribution, up to the
first 6% of each staff members pay. We contributed $4.0
million, $3.6 million, and $3.2 million to this plan in
2006, 2005, and 2004, respectively.
18. STOCK-BASED COMPENSATION PLANS
The Compensation Committee and the Select Committee of
our Board of Directors administer four types of
stock-based compensation plans:
|
|
Long-term stock-based incentive plans. Under our
2005 long-term incentive plan, we may grant
incentive stock options, nonstatutory stock
options, restricted stock, and other stock-based
awards of up to 4 million shares of common stock
to officers, other key staff members, directors,
and advisory board members. Under this plan and
its predecessors, the exercise price of each
option equals the last sale price of our common
stock on the date of the grant. Options are subject
to a vesting period, which is normally three years
(or such other term as our Compensation Committee
or Select Committee may determine). Options have a
maximum term of 10 years. |
|
|
|
Executive incentive plan. Our 2004 executive
incentive plan, which was approved by shareholders
on April 15, 2004, authorizes cash bonuses and
issuances of up to 300,000 shares of our common
stock with a par value of $1.00 per share. The
stock awards we have granted under this plan are
for restricted stock and are subject to vesting at
the sole discretion of the Compensation Committee. |
|
|
|
Employee stock purchase plan (ESPP). Under our 2004
employee stock purchase plan, substantially all
staff members may purchase our common stock at the
beginning of the stock purchase plan year through
payroll deductions of up to 10% of their annual
base pay, or $25,000, whichever is less. Plan
participants may terminate their participation at
any time. The price per share is 85% (or such
greater percentage as our Compensation Committee
may determine) of the stocks fair market value at
the beginning of the plan year. |
|
|
|
Directors deferred fee plan. Our directors may
elect to defer receipt of the cash portion of
their directors fees until they retire from the
Board. A director may elect to earn a yield on the
deferred cash portion based on yields Wilmington
Trust Company pays on certain deposit products
and/or changes in the price of our common stock
(including dividends). Choosing the latter creates
phantom shares. As of December 31, 2006, the fair
value of phantom shares granted under the deferral
plan was $1.8 million. For more information about
directorscompensation, please see our proxy
statement for the 2007 annual
shareholdersmeeting. |
At December 31, 2006, we held approximately 10.1
million shares of our stock in our treasury. This is
more than adequate to meet the share requirements of
our current stock-based
compensation plans. Our current 8-million-share
repurchase program, which commenced in April 2002,
permits us to acquire additional shares. As of December
31, 2006, there were 6,648,759 shares available for
repurchase under this program.
We account for our stock-based compensation plans in
accordance with SFAS No. 123 (revised), Share-Based
Payment. The table below shows the effects of
stock-based awards, in total, in our Consolidated
Statements of Income.
Effects of stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Compensation expense |
|
$ |
7.0 |
|
|
$ |
6.6 |
|
|
$ |
5.8 |
|
Tax benefit |
|
|
2.1 |
|
|
|
0.6 |
|
|
|
0.8 |
|
|
Net income effect |
|
$ |
4.9 |
|
|
$ |
6.0 |
|
|
$ |
5.0 |
|
Stock
option valuation. Since adopting SFAS No. 123 (revised) on January
1, 2006, we made no modifications to stock options
already outstanding as of January 1, 2006. For stock
options granted after January 1, 2006, we segregated the
awards into two groups: one group for designated senior
managers and one for all other staff members. We did
this because the length of time staff members hold
their options tends to be longer for senior managers
than other staff members. Compared to options held for a
short amount of time, options held for longer periods
are likely to incur greater degrees of volatility in
share price and, therefore, greater degrees of
volatility in valuation. Segregating option awards into
these two groups lets us:
|
|
Base the value of the options on the amount of
time that typically lapses between when the
options are granted and when they are exercised. |
|
|
Apply different forfeiture rates for each group. |
|
|
|
Calculate valuation estimates more precisely. |
To estimate the fair value of stock option awards, we
use the Black-Scholes valuation method, which
incorporates the assumptions summarized in the table
below.
|
|
|
|
|
|
|
Stock option |
|
|
|
|
|
|
valuation assumptions |
|
|
|
|
|
|
|
For the year |
|
|
|
|
|
|
ended December 31 |
|
2006 |
|
2005 |
|
2004 |
|
Risk-free interest rate
|
|
4.514.94%
|
|
3.043.26%
|
|
2.893.11% |
Volatility of
Corporations stock
|
|
14.3920.82%
|
|
19.0421.57%
|
|
21.5225.90% |
Expected dividend yield
|
|
2.722.99%
|
|
3.534.48%
|
|
2.943.57% |
Expected life of options
|
|
4.38.4 years
|
|
35 years
|
|
35 years |
In the table above:
|
|
The risk-free interest rate is the U.S. Treasury
rate commensurate with the expected life of
options on the date of their grant. |
|
|
|
We based the volatility of our stock on
historical volatility over a span of time equal to
the expected life of stock option
awards, which is the period of time we estimate that
stock options granted will remain outstanding. |
|
|
|
We based the expected life of stock option awards
on historical experience. |
Stock-based compensation expense for incentive stock options and the ESPP affects our
income tax expense and effective tax rate because we are not allowed a tax deduction
unless the award recipient or ESPP subscriber makes a disqualifying disposition upon exercise.
Long-term
stock-based incentive plans. When option recipients exercise awards made under
the long-term stock-based incentive plan, we issue
shares and record the proceeds as additions to capital.
When these awards vest, we adjust stockholders equity
and stock-based compensation expense to reflect actual
forfeitures that occurred prior to the vesting date.
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
|
|
|
|
|
|
|
|
For the year ended December 31 (dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Number of options exercised |
|
|
1,071,943 |
|
|
|
427,608 |
|
|
|
435,411 |
|
Total intrinsic value of options exercised |
|
$ |
4.9 |
|
|
$ |
2.1 |
|
|
$ |
2.0 |
|
Cash received from options exercised |
|
$ |
28.3 |
|
|
$ |
11.7 |
|
|
$ |
11.4 |
|
Tax deduction realized from
options exercised |
|
$ |
6.0 |
|
|
$ |
1.1 |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Aggregate |
|
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
intrinsic |
|
|
|
|
|
|
|
average |
|
|
remaining |
|
|
value per |
|
|
|
Stock |
|
|
exercise |
|
|
contractual |
|
|
option |
|
Stock option activity for the year ended December 31, 2006 |
|
options |
|
|
price |
|
|
term |
|
|
outstanding |
|
|
Outstanding at January 1, 2006 |
|
|
6,335,292 |
|
|
$ |
30.56 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,039,052 |
|
|
$ |
43.01 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1,071,943 |
) |
|
$ |
27.23 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
(3,700 |
) |
|
$ |
27.38 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(136,734 |
) |
|
$ |
36.22 |
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
6,161,967 |
|
|
$ |
33.43 |
|
|
|
6.3 |
|
|
$ |
5.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
3,311,567 |
|
|
$ |
29.33 |
|
|
|
4.5 |
|
|
$ |
5.44 |
|
|
|
Stock option activity for the year ended December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2005 |
|
|
6,016,054 |
|
|
$ |
29.72 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
979,921 |
|
|
$ |
33.98 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(427,608 |
) |
|
$ |
26.19 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(233,075 |
) |
|
$ |
31.25 |
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2005 |
|
|
6,335,292 |
|
|
$ |
30.56 |
|
|
|
6.8 |
|
|
$ |
5.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2005 |
|
|
3,033,934 |
|
|
$ |
28.65 |
|
|
|
4.9 |
|
|
$ |
5.36 |
|
|
|
|
|
|
94
|
Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Aggregate |
|
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
intrinsic |
|
|
|
|
|
|
|
average |
|
|
remaining |
|
|
value per |
|
|
|
Stock |
|
|
exercise |
|
|
contractual |
|
|
option |
|
Stock option activity for the year ended December 31, 2004 |
|
options |
|
|
price |
|
|
term |
|
|
outstanding |
|
|
Outstanding at January 1, 2004 |
|
|
5,495,880 |
|
|
$ |
27.82 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,094,810 |
|
|
$ |
36.77 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(435,411 |
) |
|
$ |
24.81 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(139,225 |
) |
|
$ |
29.97 |
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2004 |
|
|
6,016,054 |
|
|
$ |
29.72 |
|
|
|
6.8 |
|
|
$ |
5.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2004 |
|
|
3,163,032 |
|
|
$ |
27.91 |
|
|
|
5.3 |
|
|
$ |
5.39 |
|
Nonvested
stock options. At December 31, 2006, total unrecognized
compensation cost related to nonvested options was $7.1
million. We expect to record that expense over a
weighted average period of one year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
For the year ended |
|
Stock |
|
|
fair value |
|
December 31, 2006 |
|
options |
|
|
at grant date |
|
|
Nonvested at January 1, 2006 |
|
|
3,301,358 |
|
|
$ |
5.59 |
|
Granted |
|
|
1,039,052 |
|
|
$ |
7.05 |
|
Vested |
|
|
(1,367,377 |
) |
|
$ |
4.95 |
|
Exercised |
|
|
(1,000 |
) |
|
$ |
6.81 |
|
Expired |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
(121,633 |
) |
|
$ |
5.87 |
|
|
Nonvested at December 31, 2006 |
|
|
2,850,400 |
|
|
$ |
6.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
For the year ended |
|
Stock |
|
|
fair value |
|
December 31, 2005 |
|
options |
|
|
at grant date |
|
|
Nonvested at January 1, 2005 |
|
|
2,853,022 |
|
|
$ |
5.68 |
|
Granted |
|
|
979,921 |
|
|
$ |
5.40 |
|
Vested |
|
|
(337,560 |
) |
|
$ |
5.91 |
|
Exercised |
|
|
(5,450 |
) |
|
$ |
5.13 |
|
Expired |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
(188,575 |
) |
|
$ |
5.55 |
|
|
Nonvested at December 31, 2005 |
|
|
3,301,358 |
|
|
$ |
5.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
For the year ended |
|
Stock |
|
|
fair value |
|
December 31, 2004 |
|
options |
|
|
at grant date |
|
|
Nonvested at January 1, 2004 |
|
|
2,274,163 |
|
|
$ |
5.31 |
|
Granted |
|
|
1,094,810 |
|
|
$ |
6.65 |
|
Vested |
|
|
(440,426 |
) |
|
$ |
6.23 |
|
Exercised |
|
|
|
|
|
$ |
|
|
Expired |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
(75,525 |
) |
|
$ |
5.40 |
|
|
Nonvested at December 31, 2004 |
|
|
2,853,022 |
|
|
$ |
5.68 |
|
Restricted
stock grants. We have made restricted stock grants under our
executive incentive and 2005 long-term incentive plans.
When restricted stock recipients forfeit their shares
before the awards vest, we reacquire the shares, hold
them in our treasury, and use them to grant new awards.
When forfeitures occur, we adjust stockholders equity
and stock-based compensation expense to reflect actual
forfeitures that occurred prior to the vesting date. We
amortize the value of restricted stock grants into
stock-based compensation expense on a straight-line
basis over the requisite service period for the entire
award. At December 31, 2006, total unrecognized
compensation cost related to restricted stock grants
was $1.6 million. We expect to record that expense over
a weighted average period of 1.7 years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
For the year ended |
|
Restricted |
|
|
fair value |
|
December 31, 2006 |
|
shares |
|
|
at grant date |
|
|
Outstanding at January 1, 2006 |
|
|
25,730 |
|
|
$ |
34.84 |
|
Granted |
|
|
40,860 |
|
|
$ |
43.23 |
|
Vested |
|
|
(9,871 |
) |
|
$ |
35.12 |
|
Forfeited |
|
|
(984 |
) |
|
$ |
40.60 |
|
|
Outstanding at December 31, 2006 |
|
|
55,735 |
|
|
$ |
40.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
For the year ended |
|
Restricted |
|
|
fair value |
|
December 31, 2005 |
|
shares |
|
|
at grant date |
|
|
Outstanding at January 1, 2005 |
|
|
12,638 |
|
|
$ |
37.02 |
|
Granted |
|
|
18,003 |
|
|
$ |
33.90 |
|
Vested |
|
|
(4,911 |
) |
|
$ |
37.02 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
Outstanding at December 31, 2005 |
|
|
25,730 |
|
|
$ |
34.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
For the year ended |
|
Restricted |
|
|
fair value |
|
December 31, 2004 |
|
shares |
|
|
at grant date |
|
|
Outstanding at January 1, 2004 |
|
|
|
|
|
$ |
|
|
Granted |
|
|
12,638 |
|
|
$ |
37.02 |
|
Vested |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
Outstanding at December 31, 2004 |
|
|
12,638 |
|
|
$ |
37.02 |
|
Employee
Stock Purchase Plan. For the employee stock purchase plan, we record stock-based compensation expense that
represents the fair value of plan participants options to purchase shares, amortized over the
plans fiscal year. For the year ended December 31, 2006, total recognized compensation cost related to the
employee stock purchase plan was $0.6 million and total unrecognized compensation cost related to
this plan was $0.3 million. Cash flow from shares issued under
these subscriptions was $3.1 million each year for 2006, 2005, and
2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares reserved |
|
|
|
|
|
|
|
Activity for the 2004 employee stock purchase plan |
|
for future |
|
|
Subscriptions |
|
|
|
|
and its predecessors |
|
subscriptions |
|
|
outstanding |
|
|
Price per share |
|
|
Balance at January 1, 2004 |
|
|
351,339 |
|
|
|
124,926 |
|
|
|
|
|
New plan appropriation |
|
|
800,000 |
|
|
|
|
|
|
|
|
|
Subscriptions entered into on June 1, 2004 |
|
|
(110,026 |
) |
|
|
110,026 |
|
|
$ |
31.06 |
|
Forfeitures |
|
|
4,640 |
|
|
|
(4,640 |
) |
|
$ |
25.03$31.06 |
|
Shares issued |
|
|
|
|
|
|
(123,323 |
) |
|
$ |
25.03 |
|
Cancellation of old plan |
|
|
(352,942 |
) |
|
|
|
|
|
|
|
|
|
Balance at January 1, 2005 |
|
|
693,011 |
|
|
|
106,989 |
|
|
|
|
|
Subscriptions entered into on June 1, 2005 |
|
|
(110,266 |
) |
|
|
110,266 |
|
|
$ |
30.54 |
|
Forfeitures |
|
|
7,545 |
|
|
|
(7,545 |
) |
|
$ |
30.54$31.06 |
|
Shares issued |
|
|
|
|
|
|
(102,874 |
) |
|
$ |
30.46 |
|
|
Balance at January 1, 2006 |
|
|
590,290 |
|
|
|
106,836 |
|
|
|
|
|
Subscriptions entered into on June 1, 2006 |
|
|
(95,551 |
) |
|
|
95,551 |
|
|
$ |
37.07 |
|
Forfeitures |
|
|
6,038 |
|
|
|
(6,038 |
) |
|
$ |
30.54$37.07 |
|
Shares issued |
|
|
|
|
|
|
(102,348 |
) |
|
$ |
30.54 |
|
|
Balance at December 31, 2006 |
|
|
500,777 |
|
|
|
94,001 |
|
|
|
|
|
|
|
|
96 Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
19. INCOME TAXES
Reconciliation
of statutory income tax to income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Income before taxes, less minority interest |
|
$ |
216.5 |
|
|
$ |
260.0 |
|
|
$ |
214.8 |
|
Income tax at statutory rate of 35% |
|
|
75.8 |
|
|
|
91.0 |
|
|
|
75.2 |
|
Tax effect of tax-exempt and
dividend income |
|
|
(2.9 |
) |
|
|
(2.9 |
) |
|
|
(2.9 |
) |
Client list adjustment |
|
|
|
|
|
|
(1.4 |
) |
|
|
|
|
Stock option compensation expense |
|
|
0.2 |
|
|
|
(0.6 |
) |
|
|
(0.8 |
) |
State taxes, net of federal tax benefit |
|
|
(2.1 |
) |
|
|
4.4 |
|
|
|
3.9 |
|
Other |
|
|
1.7 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
Total income taxes |
|
$ |
72.7 |
|
|
$ |
93.0 |
|
|
$ |
77.9 |
|
Current income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal taxes |
|
$ |
99.5 |
|
|
$ |
80.4 |
|
|
$ |
63.7 |
|
State taxes |
|
|
5.4 |
|
|
|
6.8 |
|
|
|
5.3 |
|
Foreign taxes |
|
|
0.3 |
|
|
|
(0.1 |
) |
|
|
0.4 |
|
|
Total current income taxes |
|
$ |
105.2 |
|
|
$ |
87.1 |
|
|
$ |
69.4 |
|
Deferred income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal taxes |
|
$ |
(23.8 |
) |
|
$ |
4.2 |
|
|
$ |
7.8 |
|
State taxes |
|
|
(8.7 |
) |
|
|
1.7 |
|
|
|
0.7 |
|
|
Total deferred income taxes |
|
$ |
(32.5 |
) |
|
$ |
5.9 |
|
|
$ |
8.5 |
|
Total income taxes |
|
$ |
72.7 |
|
|
$ |
93.0 |
|
|
$ |
77.9 |
|
The amounts recorded in our Consolidated
Statements of Changes in Stockholders Equity for
common stock issued under stock-based compensation
plans includes tax benefits of $4.5 million, $1.1
million, and $0.9 million, respectively, for 2006,
2005, and 2004. We record these amounts as a direct
credit to stockholders equity.
In 2006 we reduced the carrying value of affiliate
money manager Roxbury Capital Management (RCM) after
determining that our investment in the firm was other
than temporarily impaired. This impairment write-down
generated a tax benefit of approximately $30.6 million
for the subsidiary in which we hold our investment in
RCM. For more information about RCM and the impairment
write-down, please read Note 4, Affiliates and
acquisitions, which begins on page 75 of this report,
and to Note 10, Goodwill and other intangible assets,
which begins on page 81 of this report.
Significant components of deferred tax liabilities and assets
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
December 31 ( in millions) |
|
2006 |
|
|
2005 |
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Tax depreciation |
|
$ |
2.2 |
|
|
$ |
3.4 |
|
Automobile and equipment leases |
|
|
1.2 |
|
|
|
1.3 |
|
Partnerships |
|
|
41.0 |
|
|
|
34.2 |
|
Pension and Supplemental Executive Retirement Plan |
|
|
10.9 |
|
|
|
12.5 |
|
Client list |
|
|
1.3 |
|
|
|
2.0 |
|
Accretion of discount |
|
|
1.6 |
|
|
|
1.2 |
|
Amortization expense |
|
|
2.0 |
|
|
|
1.0 |
|
Other |
|
|
3.1 |
|
|
|
2.3 |
|
|
Total deferred tax liabilities |
|
$ |
63.3 |
|
|
$ |
57.9 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Loan loss provision |
|
$ |
32.6 |
|
|
$ |
32.2 |
|
Vacation reserve |
|
|
0.9 |
|
|
|
0.9 |
|
State taxes |
|
|
1.5 |
|
|
|
0.9 |
|
Other postemployment benefits obligation |
|
|
13.8 |
|
|
|
9.8 |
|
Unearned fees |
|
|
15.4 |
|
|
|
13.7 |
|
Market valuation on investment securities |
|
|
9.9 |
|
|
|
13.2 |
|
Additional minimum pension liability |
|
|
15.1 |
|
|
|
0.4 |
|
Interest on nonaccruing loans |
|
|
3.7 |
|
|
|
3.0 |
|
Impairment of goodwill |
|
|
30.6 |
|
|
|
|
|
OCI floors |
|
|
1.4 |
|
|
|
|
|
Gain on sale of securities |
|
|
0.8 |
|
|
|
0.6 |
|
Stock option
compensation expense |
|
|
5.4 |
|
|
|
4.7 |
|
Other |
|
|
3.0 |
|
|
|
0.8 |
|
|
Total deferred tax assets |
|
$ |
134.1 |
|
|
$ |
80.2 |
|
Net deferred tax assets |
|
$ |
70.8 |
|
|
$ |
22.3 |
|
We recognized no valuation allowance for the
deferred tax assets at December 31, 2006 and 2005. We
believe it is more likely than not that we will realize
the deferred tax assets. We have increased the balance
for the deferred tax assets on January 1, 2005, by $4.7
million to reflect the cumulative effect of utilitzing
the modified retrospective method in the adoption of
SFAS No. 123R. For our non-U.S. subsidiaries, we have
not provided for U.S. deferred income taxes or foreign
withholding taxes on undistributed earnings of $1.8
million, since we intend to reinvest these earnings
indefinitely. It is not practical to estimate the
amount of additional taxes that we might owe on these
undistributed earnings. At December 31, 2006, we had
$291.4 million in goodwill, of which $174.4 million is
tax-deductible over a 15-year period.
In June 2006 FASB issued FIN 48, Accounting for
Uncertainty in Income Taxes an interpretation of FASB
Statement No. 109. FIN 48 is effective for us
beginning January 1, 2007. We have not completed our
final assessment, but we do not expect the adoption of
FIN 48 to have a significant impact on our financial
statements. For more information, please see our
discussion of FIN 48 on page 75 of this report.
20. EARNINGS PER SHARE
The tables below show how we computed basic and diluted
earnings per share. Our calculations excluded
anti-dilutive stock options and employee stock purchase
plan (ESPP) subscriptions totaling 0.5 million, 0.5
million, and 1.0 million, respectively, for 2006, 2005,
and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
|
|
|
|
|
|
|
|
(In millions, except share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares |
|
|
68.4 |
|
|
|
67.7 |
|
|
|
66.8 |
|
Basic earnings per share |
|
$ |
2.10 |
|
|
$ |
2.47 |
|
|
$ |
2.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
(In millions, except share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares |
|
|
68.4 |
|
|
|
67.7 |
|
|
|
66.8 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options and
ESPP subscriptions |
|
|
1.3 |
|
|
|
0.9 |
|
|
|
0.9 |
|
|
Adjusted weighted average shares and
assumed conversions |
|
|
69.7 |
|
|
|
68.6 |
|
|
|
67.7 |
|
Diluted earnings per share |
|
$ |
2.06 |
|
|
$ |
2.43 |
|
|
$ |
2.02 |
|
21. SEGMENT REPORTING
We report business segment results for four segments:
one for each of our three core businesses Regional
Banking, Wealth Advisory Services (WAS), and Corporate
Client Services (CCS) and one for our affiliate money
managers, Cramer Rosenthal McGlynn (CRM) and Roxbury
Capital Management (RCM). For more information about
our three core businesses, please read Note 1, Nature
of business, which begins on page 70 of this report.
For more information about CRM, RCM, and our ownership
interests in them, please read Note 4, Affiliates and
acquisitions, which begins on page 75 of this report.
The Wealth Advisory Services segment includes the
results of Grant Tani Barash & Altman, which we
acquired in 2004. The Corporate Client Services segment
includes the results of Charleston Captive Management,
which we acquired in 2005; PwC Corporate Services
(Cayman) Limited, which we acquired in 2006; and
Wilmington Trust Conduit Services, which we formed in
2006. The Affiliate Money Managers segment comprises
the combined contributions of CRM and RCM. The $72.3
million impairment write-down recorded during 2006 for
RCM is included in the noninterest expense reported for
this segment. Except for the impairment expense, the
contributions recorded from CRM and RCM are net of
expenses and based on our partial ownership interests
in each firm.
Our business segment accounting policies are the same
as those described in Note 2, Summary of significant
accounting policies, which begins on page 71 of this report. 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. We
base our evaluation of each segments performance on
profit or loss from operations before income taxes,
without including nonrecurring gains or losses. Our
business segment disclosures mirror the internal
profitability reports we produce and review each
quarter.
|
|
|
98 Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
Segment reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
|
|
Corporate |
|
|
Affiliate |
|
|
|
|
|
|
Regional |
|
|
Advisory |
|
|
Client |
|
|
Money |
|
|
|
|
For the year ended December 31, 2006 (in millions) |
|
Banking |
|
|
Services |
|
|
Services |
|
|
Managers |
|
|
Totals |
|
|
Net interest income |
|
$ |
334.9 |
|
|
$ |
25.7 |
|
|
$ |
15.0 |
|
|
$ |
(12.5 |
) |
|
$ |
363.1 |
|
Provision for loan losses |
|
|
(20.5 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
(21.3 |
) |
|
Net interest income after provision
|
|
|
314.4 |
|
|
|
24.9 |
|
|
|
15.0 |
|
|
|
(12.5 |
) |
|
|
341.8 |
|
Advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
2.1 |
|
|
|
179.7 |
|
|
|
10.2 |
|
|
|
|
|
|
|
192.0 |
|
Corporate Client Services |
|
|
1.1 |
|
|
|
|
|
|
|
84.5 |
|
|
|
|
|
|
|
85.6 |
|
Affiliate managers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.5 |
|
|
|
20.5 |
|
|
Advisory fees |
|
|
3.2 |
|
|
|
179.7 |
|
|
|
94.7 |
|
|
|
20.5 |
|
|
|
298.1 |
|
Amortization of other intangibles |
|
|
|
|
|
|
(2.8 |
) |
|
|
(0.5 |
) |
|
|
(0.9 |
) |
|
|
(4.2 |
) |
|
Advisory fees after amortization of other intangibles |
|
|
3.2 |
|
|
|
176.9 |
|
|
|
94.2 |
|
|
|
19.6 |
|
|
|
293.9 |
|
Other noninterest income |
|
|
48.6 |
|
|
|
2.3 |
|
|
|
1.1 |
|
|
|
|
|
|
|
52.0 |
|
Securities gains/(losses) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
Net interest and noninterest income |
|
|
366.4 |
|
|
|
204.1 |
|
|
|
110.3 |
|
|
|
7.1 |
|
|
|
687.9 |
|
Noninterest expense |
|
|
(158.5 |
) |
|
|
(159.3 |
) |
|
|
(81.4 |
) |
|
|
(72.4 |
)1 |
|
|
(471.6 |
) |
|
Segment profit before income taxes |
|
|
207.9 |
|
|
|
44.8 |
|
|
|
28.9 |
|
|
|
(65.3 |
) |
|
|
216.3 |
|
Applicable income taxes and minority interest |
|
|
73.0 |
|
|
|
15.4 |
|
|
|
10.1 |
|
|
|
(26.0 |
) |
|
|
72.5 |
|
|
Segment net income |
|
$ |
134.9 |
|
|
$ |
29.4 |
|
|
$ |
18.8 |
|
|
$ |
(39.3 |
) |
|
$ |
143.8 |
|
Depreciation and amortization |
|
$ |
12.8 |
|
|
$ |
8.6 |
|
|
$ |
5.2 |
|
|
$ |
0.9 |
|
|
$ |
27.5 |
|
Investment in equity method investees |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
198.9 |
|
|
$ |
198.9 |
|
Segment average assets |
|
$ |
8,650.3 |
|
|
$ |
1,383.0 |
|
|
$ |
214.8 |
|
|
$ |
247.0 |
|
|
$ |
10,495.1 |
|
|
Efficiency ratio |
|
|
40.57 |
% |
|
|
77.63 |
% |
|
|
73.67 |
% |
|
|
|
% |
|
|
66.10 |
% |
|
|
1Includes non-cash impairment write-down. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
|
|
Corporate |
|
|
Affiliate |
|
|
|
|
|
|
Regional |
|
|
Advisory |
|
|
Client |
|
|
Money |
|
|
|
|
For the year ended December 31, 2005 (in millions) |
|
Banking |
|
|
Services |
|
|
Services |
|
|
Managers |
|
|
Totals |
|
|
Net interest income |
|
$ |
303.1 |
|
|
$ |
24.1 |
|
|
$ |
11.4 |
|
|
$ |
(9.7 |
) |
|
$ |
328.9 |
|
Provision for loan losses |
|
|
(11.2 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
(11.8 |
) |
|
Net interest income after provision |
|
|
291.9 |
|
|
|
23.5 |
|
|
|
11.4 |
|
|
|
(9.7 |
) |
|
|
317.1 |
|
Advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
1.6 |
|
|
|
161.9 |
|
|
|
8.6 |
|
|
|
|
|
|
|
172.1 |
|
Corporate Client Services |
|
|
0.9 |
|
|
|
|
|
|
|
75.4 |
|
|
|
|
|
|
|
76.3 |
|
Affiliate managers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.5 |
|
|
|
17.5 |
|
|
Advisory fees |
|
|
2.5 |
|
|
|
161.9 |
|
|
|
84.0 |
|
|
|
17.5 |
|
|
|
265.9 |
|
Amortization of other intangibles |
|
|
|
|
|
|
(2.9 |
) |
|
|
(0.5 |
) |
|
|
(0.6 |
) |
|
|
(4.0 |
) |
|
Advisory fees after amortization of other intangibles |
|
|
2.5 |
|
|
|
159.0 |
|
|
|
83.5 |
|
|
|
16.9 |
|
|
|
261.9 |
|
Other noninterest income |
|
|
47.8 |
|
|
|
1.8 |
|
|
|
1.0 |
|
|
|
|
|
|
|
50.6 |
|
Securities gains/(losses) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
|
Net interest and noninterest income |
|
|
343.0 |
|
|
|
184.3 |
|
|
|
95.9 |
|
|
|
7.2 |
|
|
|
630.4 |
|
Noninterest expense |
|
|
(152.2 |
) |
|
|
(144.4 |
) |
|
|
(73.5 |
) |
|
|
|
|
|
|
(370.1 |
) |
|
Segment profit before income taxes |
|
|
190.8 |
|
|
|
39.9 |
|
|
|
22.4 |
|
|
|
7.2 |
|
|
|
260.3 |
|
Applicable income taxes and minority interest |
|
|
67.3 |
|
|
|
13.5 |
|
|
|
8.1 |
|
|
|
4.4 |
|
|
|
93.3 |
|
|
Segment net income |
|
$ |
123.5 |
|
|
$ |
26.4 |
|
|
$ |
14.3 |
|
|
$ |
2.8 |
|
|
$ |
167.0 |
|
Depreciation and amortization |
|
$ |
14.1 |
|
|
$ |
8.5 |
|
|
$ |
5.1 |
|
|
$ |
0.7 |
|
|
$ |
28.4 |
|
Investment in equity method investees |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
260.8 |
|
|
$ |
260.8 |
|
Segment average assets |
|
$ |
8,013.5 |
|
|
$ |
1,335.0 |
|
|
$ |
196.1 |
|
|
$ |
258.4 |
|
|
$ |
9,803.0 |
|
|
Efficiency ratio |
|
|
42.56 |
% |
|
|
77.97 |
% |
|
|
76.48 |
% |
|
|
|
% |
|
|
57.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
|
|
Corporate |
|
|
Affiliate |
|
|
|
|
|
|
Regional |
|
|
Advisory |
|
|
Client |
|
|
Money |
|
|
|
|
For the year ended December 31, 2004 (in millions) |
|
Banking |
|
|
Services |
|
|
Services |
|
|
Managers |
|
|
Totals |
|
|
Net interest income |
|
$ |
266.9 |
|
|
$ |
23.3 |
|
|
$ |
10.0 |
|
|
$ |
(5.8 |
) |
|
$ |
294.4 |
|
Provision for loan losses |
|
|
(15.5 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
(15.6 |
) |
|
Net interest income after provision |
|
|
251.4 |
|
|
|
23.2 |
|
|
|
10.0 |
|
|
|
(5.8 |
) |
|
|
278.8 |
|
Advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
1.8 |
|
|
|
144.5 |
|
|
|
9.3 |
|
|
|
|
|
|
|
155.6 |
|
Corporate Client Services |
|
|
1.0 |
|
|
|
|
|
|
|
70.6 |
|
|
|
|
|
|
|
71.6 |
|
Affiliate managers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.5 |
|
|
|
12.5 |
|
|
Advisory fees |
|
|
2.8 |
|
|
|
144.5 |
|
|
|
79.9 |
|
|
|
12.5 |
|
|
|
239.7 |
|
Amortization of other intangibles |
|
|
|
|
|
|
(1.4 |
) |
|
|
(0.5 |
) |
|
|
(0.6 |
) |
|
|
(2.5 |
) |
|
Advisory fees after amortization of other intangibles |
|
|
2.8 |
|
|
|
143.1 |
|
|
|
79.4 |
|
|
|
11.9 |
|
|
|
237.2 |
|
Other noninterest income |
|
|
47.2 |
|
|
|
1.5 |
|
|
|
1.3 |
|
|
|
|
|
|
|
50.0 |
|
Securities gains/(losses) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5 |
) |
|
Net interest and noninterest income |
|
|
300.9 |
|
|
|
167.8 |
|
|
|
90.7 |
|
|
|
6.1 |
|
|
|
565.5 |
|
Noninterest expense |
|
|
(143.8 |
) |
|
|
(138.3 |
) |
|
|
(67.7 |
) |
|
|
|
|
|
|
(349.8 |
) |
|
Segment profit before income taxes |
|
|
157.1 |
|
|
|
29.5 |
|
|
|
23.0 |
|
|
|
6.1 |
|
|
|
215.7 |
|
Applicable income taxes and minority interest |
|
|
54.8 |
|
|
|
11.8 |
|
|
|
8.9 |
|
|
|
3.3 |
|
|
|
78.8 |
|
|
Segment net income |
|
$ |
102.3 |
|
|
$ |
17.7 |
|
|
$ |
14.1 |
|
|
$ |
2.8 |
|
|
$ |
136.9 |
|
Depreciation and amortization |
|
$ |
21.1 |
|
|
$ |
8.2 |
|
|
$ |
5.7 |
|
|
$ |
0.6 |
|
|
$ |
35.6 |
|
Investment in equity method investees |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
262.0 |
|
|
$ |
262.0 |
|
Segment average assets |
|
$ |
7,469.8 |
|
|
$ |
1,206.3 |
|
|
$ |
201.3 |
|
|
$ |
250.4 |
|
|
$ |
9,127.8 |
|
|
Efficiency ratio |
|
|
44.88 |
% |
|
|
82.22 |
% |
|
|
74.40 |
% |
|
|
|
% |
|
|
59.72 |
% |
22. WILMINGTON TRUST CORPORATION (CORPORATION ONLY)
The following tables present condensed financial
information for our parent company, Wilmington Trust
Corporation. We use the equity method of accounting to
record investments in our wholly owned subsidiaries.
Statements of Condition
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
Assets: |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
36.2 |
|
|
$ |
49.0 |
|
Investment in subsidiaries |
|
|
1,232.6 |
|
|
|
1,162.9 |
|
Investment securities available for sale |
|
|
84.5 |
|
|
|
94.5 |
|
Advance to subsidiaries |
|
|
80.4 |
|
|
|
77.8 |
|
Income taxes receivable |
|
|
5.4 |
|
|
|
5.3 |
|
Other assets |
|
|
1.7 |
|
|
|
(1.8 |
) |
|
Total assets |
|
$ |
1,440.8 |
|
|
$ |
1,387.7 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity: |
|
|
|
|
|
|
|
|
Liabilities |
|
$ |
6.0 |
|
|
$ |
5.1 |
|
Line of credit |
|
|
15.0 |
|
|
|
|
|
Long-term debt |
|
|
360.5 |
|
|
|
364.9 |
|
Stockholders equity |
|
|
1,059.3 |
|
|
|
1,017.7 |
|
|
Total liabilities and stockholders equity |
|
$ |
1,440.8 |
|
|
$ |
1,387.7 |
|
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Income: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividend from subsidiaries |
|
$ |
73.2 |
|
|
$ |
88.2 |
|
|
$ |
88.5 |
|
Interest on advance to subsidiaries |
|
|
5.3 |
|
|
|
3.8 |
|
|
|
2.7 |
|
Interest |
|
|
3.3 |
|
|
|
3.9 |
|
|
|
4.9 |
|
Securities gains |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
Total income |
|
$ |
81.9 |
|
|
$ |
95.9 |
|
|
$ |
96.1 |
|
Expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on other borrowings |
|
$ |
0.5 |
|
|
$ |
|
|
|
$ |
|
|
Interest on long-term debt |
|
|
24.0 |
|
|
|
18.6 |
|
|
|
11.4 |
|
Salaries, incentives, and bonuses |
|
|
0.5 |
|
|
|
6.6 |
|
|
|
5.8 |
|
Other noninterest expense |
|
|
2.4 |
|
|
|
2.2 |
|
|
|
1.6 |
|
|
Total expense |
|
$ |
27.4 |
|
|
$ |
27.4 |
|
|
$ |
18.8 |
|
Income before income tax benefit
and equity in undistributed income
of subsidiaries |
|
$ |
54.5 |
|
|
$ |
68.5 |
|
|
$ |
77.3 |
|
Income tax benefit |
|
|
(5.8 |
) |
|
|
(5.2 |
) |
|
|
(2.7 |
) |
Equity in undistributed income
of subsidiaries |
|
|
83.5 |
|
|
|
93.3 |
|
|
|
56.9 |
|
|
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
|
|
|
|
100 Notes to Consolidated Financial Statements
|
|
Wilmington Trust Corporation |
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
|
|
|
|
December 31 (in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
OPERATING ACTIVITIES |
Net income |
|
$ |
143.8 |
|
|
$ |
167.0 |
|
|
$ |
136.9 |
|
Adjustments to reconcile net income
to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income
of subsidiaries |
|
|
(83.5 |
) |
|
|
(93.3 |
) |
|
|
(56.9 |
) |
Amortization of investment securities
available for sale premiums |
|
|
0.3 |
|
|
|
0.5 |
|
|
|
0.7 |
|
Securities gains |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
0.5 |
|
|
|
6.6 |
|
|
|
5.8 |
|
Income tax benefit realized on
employee exercise of stock options |
|
|
|
|
|
|
(1.1 |
) |
|
|
(0.9 |
) |
(Increase)/decrease in other assets |
|
|
4.9 |
|
|
|
0.6 |
|
|
|
0.4 |
|
Increase in other liabilities |
|
|
0.4 |
|
|
|
1.8 |
|
|
|
0.7 |
|
|
Net cash provided by operating activities |
|
|
66.3 |
|
|
|
82.1 |
|
|
|
86.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of investment
securities available for sale |
|
|
7.2 |
|
|
|
|
|
|
|
|
|
Proceeds from maturities of investment
securities available for sale |
|
|
11.0 |
|
|
|
17.8 |
|
|
|
83.2 |
|
Purchases of investment securities
available for sale |
|
|
(7.4 |
) |
|
|
(4.7 |
) |
|
|
(21.1 |
) |
Capital contribution to subsidiaries |
|
|
(6.8 |
) |
|
|
(11.9 |
) |
|
|
(7.4 |
) |
Advance to subsidiary |
|
|
(15.9 |
) |
|
|
|
|
|
|
(10.9 |
) |
Repayment of advance to subsidiary |
|
|
13.3 |
|
|
|
15.1 |
|
|
|
14.8 |
|
Swap termination |
|
|
(12.7 |
) |
|
|
|
|
|
|
|
|
Purchase of subsidiaries |
|
|
|
|
|
|
|
|
|
|
(52.8 |
) |
|
Net cash provided by
investing activities |
|
|
(11.3 |
) |
|
|
16.3 |
|
|
|
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
|
(85.1 |
) |
|
|
(80.2 |
) |
|
|
(75.0 |
) |
Net increase/(decrease) in line of credit |
|
|
15.0 |
|
|
|
|
|
|
|
(8.0 |
) |
Proceeds from common stock issued
under employment benefit plans |
|
|
31.4 |
|
|
|
14.8 |
|
|
|
14.5 |
|
Income tax benefit realized on employee
exercise of stock options |
|
|
|
|
|
|
1.1 |
|
|
|
0.9 |
|
Payments for common stock acquired
through buybacks |
|
|
(29.1 |
) |
|
|
(1.9 |
) |
|
|
(19.9 |
) |
|
Net cash used for financing activities |
|
|
(67.8 |
) |
|
|
(66.2 |
) |
|
|
(87.5 |
) |
(Decrease)/increase in cash and
cash equivalents |
|
|
(12.8 |
) |
|
|
32.2 |
|
|
|
5.0 |
|
Cash and cash equivalents at
beginning of year |
|
|
49.0 |
|
|
|
16.8 |
|
|
|
11.8 |
|
|
Cash and cash equivalents at
end of year |
|
$ |
36.2 |
|
|
$ |
49.0 |
|
|
$ |
16.8 |
|
MANAGEMENTS DISCUSSION OF FINANCIAL RESPONSIBILITY
To our shareholders:
The actions of Wilmington Trust management and staff members are governed by our Code of Conduct
and Ethics. This Code reinforces our commitment to conduct business with integrity, within both the
letter and the spirit of the law. We believe that only the highest standards of business and
ethical conduct are appropriate, and we take responsibility for the quality and accuracy of our
financial reporting. We do this by:
MAINTAINING
A STRONG INTERNAL CONTROL ENVIRONMENT.
Our system of internal control includes written policies and procedures, segregation of
duties, and care in the selection, management, and development of our staff members. It is designed
to provide reasonable assurance that transactions are executed as authorized; that transactions are
recorded accurately; that assets are safeguarded; and that accounting records are sufficiently
reliable to permit the preparation of financial statements that conform in all material respects
with U.S. generally accepted accounting principles (GAAP).
Our disclosure controls and procedures are designed to ensure that information required to be
disclosed in reports under the Securities Exchange Act of 1934 is recorded, processed, summarized,
and reported within the specified time periods. We monitor our system of internal control through
self-assessments and an ongoing program of internal audits. We revise the system when warranted by
changes in circumstances or requirements.
ENGAGING STRONG AND EFFECTIVE CORPORATE GOVERNANCE.
We have maintained governance policies and practices for many years. We have an active,
capable, and diligent Board of Directors, and we welcome the Boards oversight. All of our
directors, except the two management representatives, meet the required standards for independence.
We review our critical accounting policies, financial reporting, and internal control matters with
our Audit Committee, which is composed exclusively of independent directors who possess the
financial knowledge and experience to provide appropriate oversight. The Audit Committee is
responsible for appointing an independent registered public accounting firm to audit our financial
statements in accordance with GAAP. Our Audit Committee members communicate directly with our
internal auditor and our independent registered public accounting firm, KPMG LLP. KPMGs report is
on page 103 of this report.
PRESENTING FINANCIAL RESULTS THAT ARE COMPLETE, TRANSPARENT, AND UNDERSTANDABLE.
As management, we are responsible for the financial statements and financial information that
is included in this report. This includes making sure that our financial statements are prepared in
accordance with GAAP. Where necessary, amounts recorded reflect our best judgment. We have provided
certifications regarding the quality of our public disclosures in all periodic reports filed with
the Securities and Exchange Commission as required. In addition, the New York Stock Exchange (NYSE)
requires us to certify annually that we are in compliance with the NYSEs Corporate Governance
Listing Standards. We made an unqualified certification regarding our compliance with these
standards on May 2, 2006. Our next NYSE certification is due in May 2007.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
We are responsible for establishing and maintaining adequate internal control over our financial
reporting. To assess the effectiveness of that control, we use criteria established in Internal
Control Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway
Commission. As of December 31, 2006, we concluded that our internal control over financial
reporting is effective. KPMG has issued an attestation report on our assessment of our internal
control over financial reporting, which appears on page 104 of this report.
Ted T. Cecala
Chairman and
Chief Executive Officer
Robert V.A. Harra Jr.
President and
Chief Operating Officer
David R. Gibson
Chief Financial Officer and
Executive Vice President, Finance
|
|
|
|
102 Managements Discussion of Financial Responsibility
|
|
Wilmington Trust Corporation |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Stockholders and Board of Directors of Wilmington Trust
Corporation:
We have audited the accompanying consolidated statements of condition of Wilmington Trust
Corporation and subsidiaries (the Corporation) as of December 31, 2006 and 2005, and the related
consolidated statements of income, changes in stockholders equity, and cash flows for each of the
years in the three-year period ended December 31, 2006. These consolidated financial statements are
the responsibility of the Corporations management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Wilmington Trust Corporation and subsidiaries as of
December 31, 2006 and 2005, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 2006, in conformity with U.S. generally
accepted accounting principles.
As more fully discussed in note 2 to the consolidated financial statements, the Corporation adopted
Statement of Financial Accounting Standards No. 123 (revised), Share-Based Payment, effective January 1,
2006, and Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans, effective December 31, 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of the Corporations internal control over financial
reporting as of December 31, 2006, based on criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated February 28, 2007 expressed an unqualified opinion on managements assessment of, and
the effective operation of, internal controls over financial reporting.
Philadelphia, Pennsylvania
February 28, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Wilmington Trust Corporation:
We have audited managements assessment, included in the accompanying Managements Report on
Internal Control Over Financial Reporting, that Wilmington Trust Corporation and subsidiaries (the
Corporation) maintained effective internal control over financial reporting as of December 31,
2006, based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Corporations management is
responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is
to express an opinion on managements assessment and an opinion on the effectiveness of the
Corporations internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that the Corporation maintained effective internal control
over financial reporting as of December 31, 2006, is fairly stated, in all material respects based
on criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Corporation maintained,
in all material respects, effective internal control over financial reporting as of December 31,
2006, based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated statements of condition of the Corporation as of December
31, 2006 and 2005, and the related consolidated statements of income, changes in stockholders
equity, and cash flows for each of the years in the three-year period ended December 31, 2006, and our report dated February 28, 2007,
expressed an unqualified opinion on those consolidated financial statements.
Philadelphia, Pennsylvania
February 28, 2007
|
|
|
|
104 Report of Independent Registered Public Accounting Firm
|
|
Wilmington Trust Corporation |
BOARD OF DIRECTORS
CAROLYN S. BURGER 2,3*
Former President and Chief Executive Officer,
Bell Atlantic Delaware, Inc;
Former Principal, CB Associates, Inc.
TED T. CECALA
Chairman of the Board and
Chief Executive Officer,
Wilmington Trust Corporation;
Member, Board of Managers,
Cramer Rosenthal McGlynn, LLC, and
Roxbury Capital Management, LLC
CHARLES S. CROMPTON JR., ESQUIRE1
Of Counsel, Law Firm of Potter,
Anderson and Corroon, LLP
THOMAS
L. du PONT
Chairman and Publisher,
duPont
Publishing, Inc.
R. KEITH ELLIOTT 1*
Retired Director, Chairman, and CEO,
Hercules Incorporated;
Lead Director, Checkpoint Systems, Inc.;
Director, QSGI, Inc.; and
Trustee of the Institute for
Defense Analyses
DONALD E. FOLEY
Senior Vice President, Treasurer, and
Director of Taxes,
ITT Corporation
ROBERT V.A. HARRA JR.
President and Chief Operating Officer,
Wilmington Trust Corporation
GAILEN KRUG1,2
Chief Investment Officer and
Vice
President, Waycrosse, Inc.
REX L. MEARS1,2
President,
Ray S. Mears and Sons, Inc.
STACEY J. MOBLEY3
Senior Vice President, General Counsel,
and Chief Administrative Officer,
E. I. du Pont de Nemours and Company
DR. DAVID P. ROSELLE 2*,3
President, University of Delaware
H. RODNEY SHARP III 2,3
Retired Manager,
E. I. du Pont de Nemours and Company
ROBERT W. TUNNELL JR.1
Managing Partner,
Tunnell Companies, L.P.
SUSAN D. WHITING3
Executive Vice President of the Nielsen Company and
Chairman, Nielsen Media Research
WILMINGTON TRUST PRINCIPAL OFFICERS
TED T. CECALA
Chairman of the Board and
Chief Executive Officer
ROBERT V.A. HARRA JR.
President and Chief Operating Officer
WILLIAM J. FARRELL II
Executive Vice President,
Corporate Client Services
DAVID R. GIBSON
Chief Financial Officer and
Executive Vice President, Finance
RODNEY P. WOOD
Executive Vice President,
Wealth Advisory Services
MICHAEL
A. DiGREGORIO
Senior Vice President,
Secretary, and Chief Counsel
KEVYN N. RAKOWSKI
Senior Vice President and Controller
RONALD K. PENDLETON
Senior Vice President and Auditor
REGIONAL PRESIDENTS
PHILIP P. CAVE
Georgia
MARK A. GRAHAM
Pennsylvania
PETER E. TONY GUERNSEY JR.
Northeastern United States
GREGORY F. SANFORD
Western United States
J. CHRISTOPHE SCHROEDER
Europe
KEMP C. STICKNEY
Florida
|
|
|
|
|
Standing Committees of the Board
|
|
1
|
|
Audit Committee |
2
|
|
Compensation Committee |
3
|
|
Nominating and Corporate Governance Committee |
*
|
|
Denotes committee chair |
2006 Annual Report
STOCKHOLDER INFORMATION
STOCK MARKET LISTING
Stock trading symbol: WL
Stock exchange listing: New York Stock Exchange (NYSE)
Our common stock has been traded on the NYSE since
January 12, 1999. Before then, our common stock was traded
on the NASDAQ Stock Market® under the symbol WILM.
STOCK PRICE PERFORMANCE
The graph below compares the cumulative total stockholder return (including price appreciation and
dividend reinvestments) on our stock, all companies in the Standard & Poors 500 Index, and companies
in the Keefe, Bruyette & Woods 50 Bank Index over the past five years, assuming an initial investment
of $100 at the close of business on December 31, 2001. The KBW 50 Bank Index includes all money
center banks and most major regional banks, weighted by market capitalization. We consider it to be a
proxy for the stock price performance of large banks throughout the United States.
Cumulative total stockholder return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
2001 |
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
WL |
|
$ |
100.0 |
|
|
$ |
103.4 |
|
|
$ |
121.6 |
|
|
$ |
125.9 |
|
|
$ |
139.9 |
|
|
$ |
156.1 |
|
S&P 500 Index |
|
$ |
100.0 |
|
|
$ |
78.0 |
|
|
$ |
100.3 |
|
|
$ |
111.1 |
|
|
$ |
116.6 |
|
|
$ |
135.0 |
|
KBW 50 Bank Index |
|
$ |
100.0 |
|
|
$ |
93.0 |
|
|
$ |
124.6 |
|
|
$ |
137.1 |
|
|
$ |
138.7 |
|
|
$ |
165.6 |
|
Stock performance and per-share dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Quarter |
|
High |
|
|
Low |
|
|
Dividend |
|
|
High |
|
|
Low |
|
|
Dividend |
|
|
High |
|
|
Low |
|
|
Dividend |
|
|
First |
|
$ |
44.80 |
|
|
$ |
38.54 |
|
|
$ |
0.300 |
|
|
$ |
36.26 |
|
|
$ |
33.40 |
|
|
$ |
0.285 |
|
|
$ |
38.80 |
|
|
$ |
35.42 |
|
|
$ |
0.270 |
|
Second |
|
|
45.21 |
|
|
|
40.22 |
|
|
|
0.315 |
|
|
|
36.49 |
|
|
|
33.01 |
|
|
|
0.300 |
|
|
|
38.26 |
|
|
|
34.21 |
|
|
|
0.285 |
|
Third |
|
|
45.61 |
|
|
|
40.52 |
|
|
|
0.315 |
|
|
|
39.36 |
|
|
|
35.35 |
|
|
|
0.300 |
|
|
|
37.54 |
|
|
|
34.31 |
|
|
|
0.285 |
|
Fourth |
|
|
45.33 |
|
|
|
40.54 |
|
|
|
0.315 |
|
|
|
40.96 |
|
|
|
34.65 |
|
|
|
0.300 |
|
|
|
35.69 |
|
|
|
33.64 |
|
|
|
0.285 |
|
|
Total |
|
$ |
45.61 |
|
|
$ |
38.54 |
|
|
$ |
1.245 |
|
|
$ |
40.96 |
|
|
$ |
33.01 |
|
|
$ |
1.185 |
|
|
$ |
38.80 |
|
|
$ |
33.64 |
|
|
$ |
1.125 |
|
|
Dividend payout ratio |
|
|
|
|
|
|
|
|
|
|
59.18 |
% |
|
|
|
|
|
|
|
|
|
|
48.02 |
% |
|
|
|
|
|
|
|
|
|
|
54.78 |
% |
|
Dividend payout ratio excluding impairment write-down
|
|
|
|
|
|
|
|
|
|
|
45.88 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106 Stockholder Information
|
|
Wilmington Trust Corporation |
STOCKHOLDER INFORMATION (CONTINUED)
Per-share price and book value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
At quarter end |
|
Closing price |
|
|
Book value |
|
|
Closing price |
|
|
Book value |
|
|
Closing price |
|
|
Book value |
|
|
First |
|
$ |
43.35 |
|
|
$ |
15.30 |
|
|
$ |
35.10 |
|
|
$ |
13.56 |
|
|
$ |
37.37 |
|
|
$ |
12.64 |
|
Second |
|
$ |
42.18 |
|
|
$ |
15.54 |
|
|
$ |
36.01 |
|
|
$ |
14.08 |
|
|
$ |
37.22 |
|
|
$ |
12.51 |
|
Third |
|
$ |
44.55 |
|
|
$ |
15.55 |
|
|
$ |
36.45 |
|
|
$ |
14.04 |
|
|
$ |
36.21 |
|
|
$ |
13.28 |
|
Fourth |
|
$ |
42.17 |
|
|
$ |
15.47 |
|
|
$ |
38.91 |
|
|
$ |
14.99 |
|
|
$ |
36.15 |
|
|
$ |
13.49 |
|
|
Statistical information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31 |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Shareholders of record (approximate) |
|
|
7,962 |
|
|
|
8,180 |
|
|
|
8,499 |
|
Diluted shares outstanding (average) |
|
|
69,707,318 |
|
|
|
68,570,161 |
|
|
|
67,749,242 |
|
Diluted shares outstanding (period end) |
|
|
68,459,514 |
|
|
|
67,903,279 |
|
|
|
67,405,422 |
|
Market capitalization |
|
$2.89 billion |
|
$2.64 billion |
|
$2.44 billion |
ABOUT OUR DIVIDEND
We generally declare dividends in the first month of
each quarter to stockholders of record as of the first
business day in February, May, August, and November.
Dividend payment dates usually occur 10 business days
after the record date.
We have paid cash dividends on our common stock since
1908; paid quarterly dividends every year since 1916;
and raised the cash dividend every year since 1982;
2006 marked our 25th consecutive year of dividend
increases. According to Mergent, Inc.s Dividend
Achievers (winter 2006 edition), only 113 of the more
than 10,000 dividend-paying companies that trade on
North American exchanges have raised their dividends
for 25 or more consecutive years.
ANNUAL MEETING
Our annual meeting of stockholders will be
held on Thursday, April 19, 2007, at 10:00 a.m. (Eastern) at the Wilmington Trust Plaza, 301 West
11th Street (between Washington and West Street), in downtown Wilmington, Delaware.
INQUIRIES REGARDING STOCK HOLDINGS
Registered shareholders (owners who hold shares in
their name) should direct communications about
stockholder records, statements, dividend payments, stock
transfers, address changes, lost certificates, duplicate
mailings, direct deposit of cash dividend payments, and
other administrative services to our stock transfer
agent, dividend reinvestment and disbursing agent, and
registrar of stock:
Wells Fargo Bank, N.A.
Telephone: 800.999.9867
www.wellsfargo.com/com/shareowner_services
|
|
|
Mailing Address
|
|
Street Address |
Wells Fargo
|
|
Wells Fargo |
Shareowner Services
|
|
Shareowner Services |
P.O. Box 64854
|
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161 North Concord Exchange |
St. Paul, MN 55164
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South St. Paul, MN 55075 |
Beneficial shareholders (owners who hold shares in the
name of a broker or brokerage house) should direct
communications on all administrative matters to the
broker.
2006
Annual Report
107
STOCKHOLDER INFORMATION (CONTINUED)
DIVIDEND REINVESTMENT AND
VOLUNTARY STOCK PURCHASE PLAN
Stockholders may purchase additional shares of our
common stock by having their regular quarterly cash
dividends automatically reinvested, and/or by making
voluntary cash payments. We pay all commissions and fees
connected with the purchase and safekeeping of shares
acquired under this plan. For details of the plan, please
contact the stock transfer agent. We do not offer a
direct stock purchase plan.
ADDITIONAL INFORMATION
Our 2006 Annual Report on Form 10-K was filed
separately with the Securities and Exchange Commission
(SEC). That document, quarterly earnings releases,
other reports filed with the SEC, corporate news, and
other company information are available at
wilmingtontrust.com, or by contacting Investor
Relations at 302.651.8527 or IR@wilmingtontrust.com. |
SEC CERTIFICATIONS
Certifications by the chairman and chief executive
officer and the chief financial officer, as required
under Sections 302 and 906 of the Sarbanes-Oxley Act of
2002, were filed as exhibits to the 2006 Annual Report
on Form 10-K and to the quarterly reports on Form 10-Q
we filed with the SEC in 2006.
NYSE CERTIFICATIONS
The chairman and chief executive officer made an
unqualified certification to the NYSE regarding our
compliance with the NYSE Corporate Governance Listing
Standards on May 2, 2006. Our next NYSE certification is
due in May 2007.
HOW TO CONTACT US
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Investors should direct inquiries to:
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Members of the news media should direct inquiries to:
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IR@wilmingtontrust.com
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media@wilmingtontrust.com
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Ellen J. Roberts
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J.William Benintende
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Vice President,
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Vice President,
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Investor Relations
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Public Relations
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302.651.8069
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302.651.8268 |
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To comment on Wilmington Trusts accounting, internal
accounting controls, auditing matters, or other
concerns to the Board of Directors or the Audit
Committee, or to report ethical violations or other
incidents of misconduct to an independent
third party, contact Ethicspoint® at 866.ETHICSP
(866.384.4277) or ethicspoint.com.
CORPORATE HEADQUARTERS
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
302.651.1000
www.wilmingtontrust.com
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
1601 Market Street
Philadelphia, PA 19103
267.256.7000
©2007 Wilmington Trust Corporation. Affiliates in California, Delaware, Florida, Georgia,
Maryland, Nevada, New Jersey, New York, and Pennsylvania. Members FDIC. Other affiliates in
Connecticut, South Carolina, Vermont, London, Dublin, Frankfurt, Cayman Islands, and Channel
Islands.
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108 Stockholder Information
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Wilmington Trust Corporation |
Design and financial simplification: Addison www.addison.com
2006 annual Report
EX-21
5
w28749exv21.htm
SUBSIDIARIES OF WILMINGTON TRUST CORPORATION
exv21
SUBSIDIARIES OF WILMINGTON TRUST CORPORATION
EXHIBIT 21
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Jurisdiction of |
Subsidiary |
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Incorporation |
Wilmington Trust Company |
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Delaware |
Brandywine Finance Corporation |
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Delaware |
Brandywine Insurance Agency, Inc. |
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Delaware |
Compton Realty Corporation |
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Delaware |
Drew VIII, Ltd. |
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Delaware |
Rodney Square Investors, L.P. |
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Delaware |
Siobain VI, Ltd. |
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Delaware |
Wilmington Brokerage Services Company |
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Delaware |
Wilmington Trust (Cayman) Ltd. |
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Cayman Islands |
Wilmington Trust (Channel Islands), Ltd. |
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Channel Islands |
Wilmington Trust SP Services (New York), Inc. |
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Delaware |
100 West Tenth Street Corporation |
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Delaware |
Wilmington Trust SP Services, Inc. |
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Delaware |
Special Services (Delaware), Inc. |
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Delaware |
Wilmington Trust SP Services (Delaware), Inc. |
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Delaware |
Wilmington Trust SP Services (Nevada), Inc. |
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Nevada |
Wilmington Trust SP Services (South Carolina), Inc. |
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South Carolina |
Wilmington Trust SP Services (Vermont), Inc. |
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Vermont |
Wilmington SP Services (California), Inc. |
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California |
WTC Camden, Inc. |
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Delaware |
Wilmington Trust FSB |
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United States |
Wilmington Trust Investment Management, LLC |
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Georgia |
Wilmington Trust of Pennsylvania |
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Pennsylvania |
WT Investments, Inc. |
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Delaware |
Wilmington Trust Conduit Services, LLC |
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Delaware |
Wilmington Trust Conduit Services Properties, LLC |
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Delaware |
GTBA Holdings, Inc. |
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Delaware |
Grant Tani Barash & Altman, LLC |
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Delaware |
Grant, Tani, Barash & Altman Management, Inc. |
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Delaware |
Wilmington Family Office, Inc. |
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Delaware |
Rodney Square Management Corporation |
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Delaware |
Wilmington Trust (U.K.) Limited |
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United Kingdom |
SPV Advisors Limited |
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United Kingdom |
Wilmington Trust (London) Limited |
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United Kingdom |
Wilmington Trust SP Services (London) Limited |
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United Kingdom |
Bedell SPV Management (Jersey) Limited |
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Jersey |
SPV Management Limited (Shell) |
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United Kingdom |
Wilmington Trust SP Services (Cayman) Limited |
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Cayman Islands |
Wilmington Trust SP Services (Channel Islands) Limited |
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Jersey |
Wilmington Trust SP Services (Dublin) Limited |
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Ireland |
Wilmington Trust SP Services (Frankfurt) GmbH |
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Germany |
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Jurisdiction of |
Subsidiary |
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Incorporation |
Wilmington Trust CI Holdings Limited |
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Cayman Islands |
Wilmington Trust Corporate Services (Cayman) Limited |
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Cayman Islands |
Florence Limited |
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Cayman Islands |
Kendall Corporation Ltd. |
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Cayman Islands |
Sentinel Corporation |
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Cayman Islands |
Woodridge Corporation Ltd. |
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Cayman Islands |
Redmond Limited |
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Cayman Islands |
EX-23
6
w28749exv23.htm
CONSENT OF KPMG LLP
exv23
CONSENT OF KPMG LLP
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Wilmington Trust Corporation:
We consent to the incorporation by reference in the registration statements (Nos. 33-43675,
333-04042, 333-37928, 333-69479, 333-80009, 333-61096, 333-86748,
333-114597, 333-12426, 333-12428) on Forms S-8 and
registration statements (Nos. 333-69453 and 333-76332) on Forms S-3 of Wilmington Trust Corporation
of our reports dated February 28, 2007, with respect to the consolidated statements of condition of
Wilmington Trust Corporation as of December 31, 2006 and 2005, and the related
consolidated statements of income, changes in stockholders
equity, and cash flows, for each of the
years in the three-year period ended December 31, 2006, managements assessment of the
effectiveness of internal control over financial reporting as of December 31, 2006 and the
effectiveness of internal control over financial reporting as of December 31, 2006, which reports
appear in the December 31, 2006 annual report incorporated by
reference in the Form 10-K of Wilmington Trust Corporation. Our
report dated February 28, 2007, on the consolidated statements of
condition of the Corporation as of December 31, 2006 and 2005, and
the related consolidated statements of income, changes in
stockholders equity, and cash flows for each of the years in
the three-year period ended December 31, 2006 refers to the
Corporations adoption of Statement of Financial Accounting
Standards No. 123 (revised), Share-Based Payment,
effective January 1, 2006, and Statement of Financial Accounting
Standards No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans, effective
December 31, 2006.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 1, 2007
EX-31
7
w28749exv31.htm
SECTION 302 CERTIFICATIONS
exv31
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
EXHIBIT
31
CERTIFICATIONS
I, Ted T. Cecala, Chairman of the Board and Chief Executive Officer of Wilmington Trust
Corporation, certify that:
I have reviewed this annual report on Form 10-K of Wilmington Trust Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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Date:
February 22, 2007 |
/s/
Ted T. Cecala |
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Ted T. Cecala, |
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Chairman of the Board and Chief
Executive Officer |
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CERTIFICATIONS
I, David R. Gibson, Executive Vice President and Chief Financial Officer of Wilmington Trust
Corporation, certify that:
I have reviewed this annual report on Form 10-K of Wilmington Trust Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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Date:
February 22, 2007 |
/s/
David R. Gibson
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David R. Gibson |
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Executive Vice President and Chief Financial
Officer |
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EX-32
8
w28749exv32.htm
SECTION 906 CERTIFICATIONS
exv32
SECTION
1350 CERTIFICATIONS
EXHIBIT
32
CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
The undersigned certify that, to their knowledge, the Form 10-K of Wilmington Trust Corporation
(Wilmington Trust) for 2006 fully complies with the requirements of section 13(a) of the
Securities Exchange Act of 1934 and that the information contained in that report fairly presents,
in all material respects, the financial condition and results of operation of Wilmington Trust.
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/s/ Ted T. Cecala
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Ted T. Cecala |
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Chairman of the Board and Chief Executive Officer |
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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 |
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