-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OLSTUi2efNgnprdFlZn/a9oggo7trI27YQvp2tN3jhDW9LmKUdNbUe9rlmPrJLGw RNe8ibGtK3Th4H9ipcjP/g== 0000893220-04-001284.txt : 20040702 0000893220-04-001284.hdr.sgml : 20040702 20040628114826 ACCESSION NUMBER: 0000893220-04-001284 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 DATE AS OF CHANGE: 20040702 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: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14659 FILM NUMBER: 04883732 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 11-K 1 w98525e11vk.txt FORM 11-K THRIFT SAVINGS PLAN FORM 11-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From _________ to ___________ COMMISSION FILE NUMBER: 1-14659 A. Full Title of Plan: Thrift Savings Plan B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, DE 19890 1. The Thrift Savings Plan affords staff members the opportunity to acquire from time to time shares of Wilmington Trust Corporation's stock, as well as interests in funds which purchase a variety of investments from time to time and which may change from time to time. These include debt and equity securities. As of December 31, 2003, the names and addresses of those funds are the following: Fidelity Advisor Equity Growth (T) Separate Account Fidelity Advisor Small Cap (T) Separate Account Fidelity Advisor Overseas Separate Account Principal Large Cap Stock Index Separate Account Putnam Equity Inc (M) Separate Account Principal Financial Group 710 9th Street Des Moines, IA 50309 Wilmington Large Cap Growth Portfolio Wilmington Large Cap Value Portfolio Wilmington Large Cap Core Portfolio Wilmington Small Cap Core Portfolio Wilmington International Multi-Manager Portfolio Wilmington Broad Market Bond Portfolio Wilmington Mid Cap Strategic Allocation Fund Wilmington Small Cap Strategic Allocation Fund Wilmington Real Estate Portfolio Stable Value Fund Wilmington Trust Corporation Stock Fund Rodney Square North 1100 North Market Street Wilmington, DE 19890 2. (a) The written consent of the independent registered public accounting firm with respect to the financial statements for the Thrift Savings Plan is attached hereto as Exhibit 23. (b) The financial statements required to be filed for the Thrift Savings Plan, which qualifies under the Employee Retirement Income Security Act of 1974 ("ERISA"), are attached hereto as Exhibit 99.1. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the following individuals, who administer the Thrift Savings Plan, have signed this Form 11-K/A as of June 28, 2004. /s/ David R. Gibson (SEAL) ---------------------------------------- David R. Gibson, Chairman /s/ Michael A. DiGregorio (SEAL) ---------------------------------------- Michael A. DiGregorio /s/ William J. Farrell II (SEAL) ---------------------------------------- William J. Farrell II /s/ I. Gail Howard (SEAL) ---------------------------------------- I. Gail Howard /s/ Gerald F. Sopp (SEAL) ---------------------------------------- Gerald F. Sopp 2 EXHIBIT INDEX
EXHIBIT EXHIBIT PAGE NUMBER - ------- ------- ----------- 23 Consent of independent registered public accounting firm 5 99.1 Financial statements 7
EX-23 3 w98525exv23.txt CONSENT OF KPMG LLP CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT To the Board of Directors Wilmington Trust Corporation We consent to the incorporation by reference in the registration statements (Nos. 333-69479 and 33-43675) on Form S-8 of Wilmington Trust Corporation of our report dated June 4, 2004, with respect to the statements of net assets available for benefits of the Wilmington Trust Thrift Savings Plan as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended, which report appears in the December 31, 2003, annual report on Form 11-K/A of Wilmington Trust Corporation. /s/ KPMG LLP Philadelphia, Pennsylvania June 25, 2004 EX-99.1 4 w98525exv99w1.txt FINANCIAL STATEMENTS FINANCIAL STATEMENTS EXHIBIT 99.1 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WILMINGTON TRUST THRIFT SAVINGS PLAN YEARS ENDED DECEMBER 31, 2003 AND 2002 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WILMINGTON TRUST THRIFT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Years ended December 31, 2003 and 2002
PAGE ---- FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm .................. 1 Statements of Net Assets Available for Benefits .......................... 2 Statements of Changes in Net Assets Available for Benefits ............... 3 Notes to Financial Statements ............................................ 4 SUPPLEMENTAL SCHEDULE Schedule H, Line 4i - Schedule of Assets (Held at End of Year) ........... 9
KPMG KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Wilmington Trust Benefits Administration Committee: We have audited the accompanying statements of net assets available for benefits of Wilmington Trust Thrift Savings Plan (the Plan) as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002 and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Philadelphia, Pennsylvania June 4, 2004 KPMG, LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. WILMINGTON TRUST THRIFT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31 2003 2002 ---- ---- ASSETS Investments, at fair value $127,518,384 $ 97,618,127 Participant loans 2,622,477 2,448,026 Contributions receivable - Employer 86,348 72,492 Participants 265,015 214,713 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $130,492,224 $100,353,358 ============ ============
See notes to financial statements. 2 WILMINGTON TRUST THRIFT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31 2003 2002 ---- ---- ADDITIONS Investment income: Net appreciation (depreciation) in fair value of investments $ 20,269,203 $ (18,947,852) Interest 69 123 Dividends 1,163,787 692,185 Participant loan interest 149,469 185,324 ------------- ------------- 21,582,528 (18,070,220) Contributions: Employer 3,208,380 3,014,800 Employee 9,386,441 8,749,785 ------------- ------------- 12,594,821 11,764,585 Transfers from other plans: Rollovers from other plans 812,433 402,479 ------------- ------------- Total additions 34,989,782 (5,903,156) DEDUCTIONS Benefits paid to participants 4,789,046 4,940,093 Administrative expenses 61,870 111,019 ------------- ------------- Total deductions 4,850,916 5,051,112 ------------- ------------- NET INCREASE/(DECREASE) 30,138,866 (10,954,268) NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 100,353,358 111,307,626 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 130,492,224 $ 100,353,358 ============= =============
See notes to financial statements. 3 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE A - SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Wilmington Trust Thrift Savings Plan (the Plan) are maintained on the accrual basis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The fair value of shares owned by the Plan in pooled separate accounts and mutual funds is stated at the net asset value at the close of business on the last business day of the Plan year. Loans are carried at the unpaid principal balance, which approximates their fair value. Purchases and sales of securities are recorded on a trade date basis. Dividend income is recorded at the ex-dividend date. Income from other investments is recorded as earned. Amounts described in Form 5500 under the caption net gain (loss) on sale of assets and unrealized appreciation (depreciation) of assets are combined in the financial statements as net appreciation (depreciation) in fair value of investments. Benefits are recorded when paid. It is the policy of Wilmington Trust Corporation (the Corporation) and its subsidiaries (collectively, the Company) to reclassify prior year financial statements to conform to the current year's presentation. Such reclassifications have no effect on the Plan's net assets available for benefits. NOTE B - DESCRIPTION OF THE PLAN The Wilmington Trust Thrift Savings Plan is a defined contribution plan established January 1, 1985, which covers all full-time and part-time employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Subject to limitations of the Internal Revenue Code (IRC), for 2002 and 2003, employees could contribute 1% to 15% of their base salaries and profit-sharing bonus earnings, with the first 6% pre-tax contribution eligible for matching contributions from the Company of $.50 for each $1.00 contributed by a participant. An employee is eligible to become a participant in the Plan on the next entry date (January 1, April 1, July 1, and October 1) following the first date of employment. Participation in the Plan is voluntary and participants have the option to invest in various securities. Participants may change their investment options daily and the level of their investments quarterly. 4 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE B - DESCRIPTION OF THE PLAN (CONT.) Each participant's account is credited with the participant's contribution and an allocation of the Company's contribution and Plan earnings (losses). The benefit to which a participant is entitled is that which can be provided from the participant's account. Participants are vested in the Company's matching contribution at the rate of 20% for each year of service and become 100% vested after five years of service. Participant contributions are always 100% vested. A terminating participant will forfeit the unvested portion of his or her account attributable to contributions made by the Company. Forfeitures may first be used to pay Plan expenses. Any forfeitures left after paying Plan expenses are used to offset employer contributions. Forfeitures for the years ended December 31, 2003 and 2002 were $56,124 and $91,912, respectively. For 2003 and 2002, the Company paid the expenses of the Plan, except for the investment management fees paid by the participants invested in the non-Wilmington funds. The Plan permits participants to borrow not more than the greater of one-half of their vested account balances or $50,000. All loans are subject to IRS and U.S. Department of Labor guidelines. The loans are secured by the vested balance in the participants' accounts. Interest rates on outstanding loans range from 5.25% to 10.75%. The Company has the right under the Plan to discontinue its contributions and to amend or terminate the Plan at any time. Upon termination, the accounts of participants vest and become nonforfeitable. Additional information regarding the Plan and the operation of the Plan is available from the Human Resources Department of Wilmington Trust Company (WTC), a wholly-owned subsidiary of the Corporation, the Plan sponsor. NOTE C - INVESTMENTS The Plan's investments are held in a trust, for which WTC is trustee. The fair value of individual investments that represent 5% or more of the Plan's net assets available for benefits as of December 31 is as follows: 5 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE C - INVESTMENTS (CONT.)
2003 2002 ---- ---- *Stable Value Fund $15,557,141 $ -- *Corporation Common Stock Fund 20,692,220 18,278,111 *Fidelity Adv Small Cap Sep Acct 5,097,192 -- *Wilmington International Multi-Manager Fund 7,270,736 -- *Wilmington Broad Market Bond Portfolio 10,287,390 11,307,263 *Wilmington Trust Money Market Fund -- 12,438,246 *Wilmington Small Cap Core Fund 16,011,068 13,091,130 *Wilmington Large Cap Value Fund 16,121,009 12,877,968 *Wilmington Large Cap Growth Fund 16,803,500 13,346,932
*Indicates parties-in-interest During 2003 and 2002, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated/(depreciated) in fair value as determined by quoted market prices as follows:
Year Ended December 31 2003 2002 ---- ---- Mutual Funds $ 13,184,932 $(17,649,791) Pooled Separate Accounts 4,091,709 (1,989,813) Corporation Common Stock Fund 2,599,416 691,752 Common/Collective Trust 393,146 -- ------------ ------------ $ 20,269,203 $(18,947,852) ============ ============
6 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE D - INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated August 7, 2001, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. The Plan has been amended since receiving the determination letter and has requested an updated determination letter from the Internal Revenue Service for the amended plan, but has not yet received it. However, the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan continues to qualify under Section 401(a) and the related trust continues to be tax-exempt as of December 31, 2003. Therefore, no provision for income taxes is included in the Plan's financial statements. NOTE E - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31 2003 2002 ---- ---- Net assets available for benefits per the financial statements $ 130,492,224 $ 100,353,358 Amounts allocated to withdrawn participants (1,028,097) (498,790) ------------- ------------- Net assets available for benefits per the Form 5500 $ 129,464,127 $ 99,854,568 ============= =============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended Year ended December 31, 2003 December 31, 2002 ----------------- ----------------- Benefits paid to participants per the financial statements $ 4,789,046 $ 4,940,093 Add:Amounts allocated on Form 5500 to withdrawn participants at December 31, 2003 and 2002 1,028,097 498,790 Less: Amounts allocated to withdrawn participants at December 31, 2002 and 2001 (498,790) (579,139) ----------- ----------- Benefits paid to participants per the Form 5500 $ 5,318,353 $ 4,859,744 =========== ===========
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year end but not yet paid. 7 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE F - RELATED-PARTY TRANSACTIONS Plan investments include shares of mutual funds managed by the Company and common stock of the Company. WTC is the trustee as defined by the Plan and, therefore, the transactions qualify as party-in-interest transactions. The participants pay the investment management fees associated with the non-Wilmington funds. Other fees incurred for investment management, custodial and recordkeeping services were paid by the Company for the years ended December 31, 2003 and 2002. NOTE G - SUBSEQUENT EVENT Effective April 2, 2004, the Plan added four new investment funds. The funds are Fidelity Advisors Equity Growth Fund (I Shares), Vanguard Windsor II Fund, American Century Small Company Fund, and Fidelity Advisors Diversified International Fund (I Shares). These funds replaced Fidelity Advisors Equity Growth Fund (T Shares), Putnam Equity Income Fund, Fidelity Advisors Small Cap Fund, and Fidelity Overseas Fund (T Shares), respectively. 8 SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) WILMINGTON TRUST THRIFT SAVINGS PLAN EIN 51 0291463 PLAN NUMBER 002 PLAN YEAR 01/01/2003 TO 12/31/2003
(A) (B) (C) (D) (E) IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT BORROWER, INCLUDING MATURITY DATE, RATE OF INTEREST, SHARES/ LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE UNITS CURRENT VALUE - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Pooled Separate Accounts * Company PRIN LG CP STK IDX SEP ACCT 112,169 $ 4,569,965 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Pooled Separate Accounts * Company PUTNAM EQUITY INC (M) SEP ACCT 137,165 $ 3,784,074 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Pooled Separate Accounts * Company FID ADV EQUITY GROWTH SEP ACCT 138,758 $ 4,231,275 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Pooled Separate Accounts * Company FID ADV SMALL CAP SEP ACCT 253,087 $ 5,097,192 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Pooled Separate Accounts * Company FID ADV OVERSEAS SEP ACCT 96,740 $ 2,178,887 - ------------------------------------------------------------------------------------------------------ Wilmington Trust Corporate Stock - Common * Corporation WILMINGTON TRUST STOCK FUND 1,463,135 $20,692,220 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Common/Collective Trusts * Company WILMINGTON STABLE VALUE FUND 141,847 $15,557,141 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON BROAD MARKET BOND FUND 1,014,535 $10,287,390 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP CORE 189,745 $ 2,785,450 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP STRATEGIC 84,213 $ 920,444 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP VALUE 1,779,361 $16,121,009 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON MID CAP STRATEGIC 32,298 $ 366,586 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP GROWTH 1,693,901 $16,803,500 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON REAL ESTATE PTFOLIO 13,813 $ 154,020 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON SMALL CAP CORE 1,574,343 $16,011,068 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON SMALL CAP STRATEGIC 53,311 $ 638,671 - ------------------------------------------------------------------------------------------------------ Principal Life Insurance Registered Investment Company * Company WILMINGTON INTL MULTI-MGR 1,021,171 $ 7,270,736 - ------------------------------------------------------------------------------------------------------ Range of Interest Rates * Participant Loans Rates Range From 5.25% To 10.75% 2,622,477 $ 2,622,477 - ------------------------------------------------------------------------------------------------------ Savings Accounts * Wilmington Trust Company Rates Range From .09% To .19% 48,756 $ 48,756 - ------------------------------------------------------------------------------------------------------
*Indicates parties-in-interest -----END PRIVACY-ENHANCED MESSAGE-----