-----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, VdCm+Zxtb8GMvHsCNyfdb971DKTn2Y62xGvPif+FX0JZ9DJlAbvNiMP7z/L2RdJQ zufG0lpj8IzMVPgR9V/1Vw== 0000893220-05-000868.txt : 20050422 0000893220-05-000868.hdr.sgml : 20050422 20050422081351 ACCESSION NUMBER: 0000893220-05-000868 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050421 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14659 FILM NUMBER: 05765978 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 8-K 1 w07938e8vk.txt FORM 8-K WILMINGTON TRUST CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15d OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2005 WILMINGTON TRUST CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-14659 51-0328154 - ------------------------------------------------------------------------------------------------------------------ (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302) 651-1000 ----------------------------- ________________________________________________________________________________ (Former names or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. At the annual meeting of shareholders of Wilmington Trust Corporation ("WTC") held on April 21, 2005, WTC's shareholders approved its 2005 Long-Term Incentive Plan. That plan is designed to encourage and facilitate ownership of WTC's stock by, and provide additional incentive compensation based on appreciation of that stock to, key staff members, directors, advisory board members, and consultants of WTC and its affiliates. The plan provides for the grant of up to 4,000,000 shares of WTC's stock, continues until April 30, 2008, and is administered by the Compensation Committee of WTC's Board of Directors. The plan provides for the grant of incentive and non-statutory stock options, performance awards, restricted stock, restricted stock units, other stock-based awards, and payment of a portion of the annual retainer to WTC's Board of Directors in WTC stock. This description is qualified by reference to the plan, which is attached as Exhibit 10. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. WTC's press release reporting its results of operations and financial condition for the first quarter of 2005 was dated April 21, 2005, is attached hereto as Exhibit 99, and is being furnished pursuant to Item 2.02 of Form 8-K. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WILMINGTON TRUST CORPORATION Dated: April 22, 2005 By: /s/ Ted T. Cecala -------------------------------------- Name: Ted T. Cecala, Title: Chairman of the Board and Chief Executive Officer (Authorized Officer) 2 EX-10 3 w07938exv10.txt 2005 LONG-TERM INCENTIVE PLAN 2005 LONG-TERM INCENTIVE PLAN EXHIBIT 10 WILMINGTON TRUST CORPORATION 2005 LONG-TERM INCENTIVE PLAN 1. Purpose. The 2005 Long-Term Incentive Plan (the "Plan") of Wilmington Trust Corporation ("Wilmington Trust") is designed to encourage and facilitate ownership of stock by, and provide additional incentive compensation based on appreciation of that stock to, key staff members and directors and advisory board members of Wilmington Trust and other entities to whom Awards are granted by the Corporation's Compensation Committee, consisting solely of non-employee directors; the Corporation's Select Committee, consisting of either or both of its two staff member directors; or any other committee of the Corporation's Board of Directors that the Board may appoint from time to time to administer the Plan (all such committees are hereinafter sometimes collectively referred to as the "Committee"). Wilmington Trust hopes thereby to provide a potential proprietary interest as additional incentive for the efforts of those individuals in promoting Wilmington Trust's continued growth and the success of its business. The Plan also will aid Wilmington Trust in attracting and retaining professional and managerial personnel. 2. Administration. The Plan shall be administered by the Committee. The Compensation Committee shall have sole authority to grant Awards to a Participant who is, at the Date of Grant of the Award, either a "covered employee" as defined in Section 162(m) or subject to Section 16 of the Exchange Act. The Compensation Committee also shall have authority to grant Awards to other Participants. The Select Committee shall have authority to grant Awards to Participants who are not, at the Date of Grant of the Award, either "covered employees" as defined in Section 162(m) or subject to Section 16 of the Exchange Act. The Committee shall have the power and authority to administer the Plan in accordance with this Section 2. Wilmington Trust's Board may appoint members of the Committee from time to time in substitution for those members who previously were appointed and may fill vacancies in the Committee, however caused. The Committee shall have exclusive and final authority in each determination, interpretation, or other action affecting the Plan and the Participants. The Committee shall have the sole and absolute discretion to interpret the Plan, establish and modify administrative rules for the Plan, select persons to whom Awards may be granted, determine the terms and provisions of Award Agreements (which need not be identical), determine all claims for benefits hereunder, impose conditions and restrictions on Awards it determines to be appropriate, and take steps in connection with the Plan and Awards it deems necessary or advisable. In the event of a conflict between determinations made by the Compensation Committee and the Select Committee, the determination of the Compensation Committee shall control. A majority of the Compensation Committee's members shall constitute a quorum thereof, and action by a majority of a quorum shall constitute action by the Compensation Committee. Compensation Committee members may participate in meetings by conference telephone or other similar communications equipment by means of which all members participating in the meeting can hear each other. Any decision or determination reduced to writing and signed by all of the Compensation Committee's members shall be as effective as if that action had been taken by a vote at a meeting of the Committee duly called and held. 3. The Shares. The Committee shall not authorize issuance of more than a total of 4,000,000 shares hereunder, except as otherwise provided in Section 9(i) below. These may either be authorized and unissued shares or previously issued shares Wilmington Trust has reacquired. The shares covered by any unexercised portions of terminated Options granted under Section 5 and shares subject to any Awards the Participant otherwise surrenders without receiving any payment or other benefit may again be subject to new Awards hereunder. If a Participant pays the purchase price of an Option or tax liability associated with that exercise in whole or part by delivering Wilmington Trust Stock, the number of shares issuable in connection with the Option's exercise shall not again be available for the grant of Awards. Shares used to measure the amount payable to a Participant in respect of Performance Awards or Other Awards shall not again be available for the grant of Awards. Shares issued in payment of Performance Awards denominated in cash amounts shall not again be available for the grant of Awards. 4. Participation. The Committee shall designate Participants from time to time in its sole and absolute discretion. Those Participants may include officers, other key staff members, and directors and advisory board members of, and consultants to, Wilmington Trust or its subsidiaries or affiliates. In making those designations, the Committee may take into account the nature of the services the officers, key staff members, directors, advisory board members, and consultants render, their present and potential contributions to Wilmington Trust, and other factors the Committee deems relevant in its sole and absolute discretion. If the Committee designates a Participant to receive an Award in any year, it need not designate that person to receive an Award in any other year. In addition, if the Committee designates a Participant to receive an Award under one portion hereof, it need not include that Participant under any other portion hereof. The Committee may grant more than one type of Award to a Participant at one time or at different times. 5. Options. a. Grant of Options. The Committee shall designate the form of Options and additional terms and conditions not inconsistent with the Plan. The Committee may grant Options either alone or in addition to other Awards. The terms and conditions of Option Awards need not be the same with respect to each Participant. The Committee may grant to Participants one or more incentive stock options ("Incentive Stock Options") that meet the requirements of Section 422 of the Code, stock options that do not meet those requirements ("Nonstatutory Stock Options"), or both. To the extent any Option does not qualify as an Incentive Stock Option, whether because of its provisions, the time or manner of its exercise, or otherwise, that Option or the portion thereof that does not so qualify shall constitute a separate Nonstatutory Stock Option. b. Incentive Stock Options. Each provision hereof and in any Award Agreement the Committee designates as an Incentive Stock Option shall be interpreted to entitle the holder to the tax treatment afforded by Section 422 of the Code, except in connection with the exercise of Options: (1) following a Participant's Termination of Employment; (2) in accordance with the Committee's specific determination with the consent of the affected Participant; or (3) to the extent Section 9 would cause an Option to no longer be entitled to that treatment. If any provision herein or the Award Agreement is held not to comply with requirements necessary to entitle that Option to that tax treatment, then except as otherwise provided in the preceding sentence: (x) that provision shall be deemed to have contained from the outset the language necessary to entitle the Option to that tax treatment; and (y) all other provisions herein and in that Award Agreement shall remain in full force and effect. Except as otherwise specified in the first sentence of this Section 5(b), if any Award Agreement covering an Option the Committee designates to be an Incentive Stock Option does not explicitly include any term required to entitle that Option to that tax treatment, all those terms shall be deemed implicit in the designation of that Option, and that Option shall be deemed to have been granted subject to all of those terms. c. Option Price. The Committee shall determine the per share exercise price of each Option. That price shall be at least the greater of (1) the par value per share of Wilmington Trust Stock and (2) 100% of the last sale price of Wilmington Trust Stock on the Date of Grant. 2 d. Option Term. The Committee shall fix the term of each Option, but no Option shall be exercisable more than ten years after the date the Committee grants it. e. Exercisability. The Committee may at the time of grant determine performance targets, waiting periods, exercise dates, and other restrictions on exercise and designate those in the Award Agreement. f. Method of Exercise. Subject to any waiting periods that may apply under Section 5(e) above, a Participant may exercise Options in whole or in part at any time during the period of time, if any, set forth in the Award Agreement during which that Option or portion thereof is exercisable by giving Wilmington Trust written notice specifying the number of shares to be purchased. The Participant must accompany that notice by payment in full of the purchase price in a form the Committee may accept. If the Committee determines in its sole discretion at or after grant, a Participant also may make payment in full or in part in the form of shares of Wilmington Trust Stock already owned and/or in the form of shares otherwise issuable upon exercise of the Option. In either case, the value of that stock shall be based on the Market Value Per Share of Wilmington Trust Stock tendered on the date the Option is exercised. Notwithstanding the foregoing, the right to pay the purchase price of an Incentive Stock Option in the form of already-owned shares or shares otherwise issuable upon exercise of the Option may be authorized only at the time of grant. No shares shall be issued until payment therefor has been made as provided herein, except as otherwise provided herein. In general, a Participant shall have the right to dividends and other rights of a shareholder with respect to Wilmington Trust Stock subject to the Option only when certificates for shares of that stock are issued to the Participant. g. Acceleration or Extension of Exercise Time. The Committee may, in its sole and absolute discretion, on or after the Date of Grant, permit shares subject to any Option to become exercisable or be purchased before that Option would otherwise become exercisable under the Award Agreement. In addition, the Committee may, in its sole and absolute discretion, on or after the Date of Grant, permit any Option granted hereunder to be exercised after its expiration date, subject to the limitation in Section 5(d) above. h. Termination of Employment. Unless the Committee provides otherwise in an Award Agreement or after granting an Option, if the employment of a Participant who has received an Option terminates on other than: (1) the Participant's Normal Retirement Date; (2) the Participant's Other Retirement Date; (3) the Participant's death; or (4) the Participant's Disability, all Options previously granted to that Participant but not exercised before that Termination of Employment shall expire as of that date. i. Death, Disability, or Retirement of a Participant. If a Participant dies while employed by the employer he or she was employed with when he or she was last granted Options, an Option theretofore granted to that Participant shall not be exercisable after the earlier of the expiration of that Option or three years after the date of that Participant's death, and only (1) by the person or persons to whom the Participant's rights under that Option passed under the Participant's will or by the laws of descent and distribution and (2) if and to the extent the Participant was entitled to exercise that Option at the date of his or her death. If a Participant's employment with the employer he or she was employed with when he or she was last granted Options terminates due to Disability or on the Participant's Normal Retirement Date or Other Retirement Date, an Option theretofore granted to that Participant shall not be exercisable after the earlier of the expiration date of the Option or three years after the date of the Disability or retirement. If the Participant has died before then, an Option theretofore granted to that Participant shall be exercisable (1) only by the person or persons to whom the Participant's rights under the Option passed under the Participant's will or by the laws of descent and distribution and (2) if and to the extent the Participant was entitled to exercise that Option on the date of his or her death. 3 6. Performance Awards. a. Grant of Performance Awards. The Committee also may grant awards payable in cash or shares or a combination of both at the end of a specified performance period ("Performance Awards") hereunder. These shall consist of the right to receive payment measured by (1) a specified number of shares at the end of an Award Period, (2) the Market Value Per Share of a specified number of shares at the end of an Award Period, (3) the increase in the Market Value Per Share of a specified number of shares during an Award Period, or (4) a fixed cash amount payable at the end of an Award Period, contingent on the extent to which certain pre-determined performance targets are met during the Award Period. The Committee shall determine the Participants, if any, to whom Performance Awards are awarded, the number of Performance Awards awarded to any Participant, the duration of the Award Period during which any Performance Award will be vested, and other terms and conditions of Performance Awards. b. Performance Targets. The Committee may establish performance targets for Performance Awards in its sole and absolute discretion. These may include individual performance standards or specified levels of revenues from operations, earnings per share, return on shareholders' equity, and/or other goals related to the performance of Wilmington Trust or any of its subsidiaries or affiliates. The Committee may, in its sole and absolute discretion, in circumstances in which events or transactions occur to cause the established performance targets to be an inappropriate measure of achievement, change the performance targets for any Award Period before the final determination of a Performance Award. c. Earned Performance Awards. In granting a Performance Award, the Committee may prescribe a formula to determine the percentage of the Performance Award to be earned based upon the degree performance targets are attained. The degree of attainment of performance targets shall be determined as of the last day of the Award Period. d. Payment of Earned Performance Awards. Wilmington Trust shall pay earned Performance Awards granted under Section 6(a)(2) or 6(a)(3) above in cash or shares based on the Market Value Per Share of Wilmington Trust Stock on the last day of an Award Period, or a combination of cash and shares, at the Committee's sole and absolute discretion. Wilmington Trust shall normally make payment as soon as practicable after an Award Period. However, the Committee may permit deferral of payment of all or a portion of a Performance Award payable in cash upon a Participant's request made on a timely basis in accordance with rules the Committee prescribes. Those deferred amounts may earn interest for the Participant under the conditions of a separate agreement the Committee approves and the Participant executes. In its sole and absolute discretion, the Committee may define in the Award Agreement other conditions on paying earned Performance Awards it deems desirable to carry out the purposes hereof. e. Termination of Employment. Unless the Committee provides otherwise in the Award Agreement or as otherwise provided below, in the case of a Participant's Termination of Employment before the end of an Award Period, the Participant will not be entitled to any Performance Award. f. Disability, Death, or Retirement. Unless the Committee provides otherwise in the Award Agreement or after the grant of a Performance Award, if a Participant's Disability Date or the date of a Participant's Termination of Employment due to death or retirement on or after his or her Normal Retirement Date or Other Retirement Date occurs before the end of an Award Period, the Participant or the Participant's share of his or her Award in accordance with Section 6(g) below. g. Pro-Rata Payment. The amount of any payment Wilmington Trust makes to a Participant or that Participant's Beneficiary under circumstances described in Section 6(f) above shall be determined by multiplying the amount of the Performance Award that would have been earned, determined at the end of the Performance Award Period, if that 4 Participant's employment had not been terminated, by a fraction, the numerator of which is the number of whole months the Participant was employed during the Award Period and the denominator of which is the total number of months in the Award Period. That payment shall be made as soon as practicable after the end of that Award Period, and shall relate to attainment of the applicable performance targets over the entire Award Period. h. Other Events. Notwithstanding anything to the contrary contained in this Section 6, the Committee may, in its sole and absolute discretion, determine to pay all or any portion of a Performance Award to a Participant who has terminated employment before the end of an Award Period under certain circumstances, including a material change in circumstances arising after the date the Performance Award is granted, and subject to terms and conditions the Committee deems appropriate. 7. Other Stock-Based Awards. a. Grant of Other Awards. The Committee may grant other Awards under this Section 7 ("Other Awards"), valued in whole or in part by reference to, or otherwise based on, shares of Wilmington Trust Stock. Subject to the provisions hereof, the Committee shall have the sole and absolute discretion to determine the persons to whom and the time or times at which those Awards are made, the number of shares to be granted pursuant thereto, if any, and all other conditions of those Awards. Any Other Award shall be confirmed by an Award Agreement. The Award Agreement shall contain provisions the Committee determines necessary or appropriate to carry out the intent hereof with respect to the Award. b. Terms of Other Awards. In addition to the terms and conditions specified in the Award Agreement, Other Awards made under this Section 7 shall be subject to the following: (1) Any shares subject to Other Awards may not be sold, assigned, transferred, pledged, or otherwise encumbered before the date on which those shares are issued or, if later, the date on which any applicable restriction, performance, or deferral period lapses; (2) If specified in the Award Agreement, the recipient of an Other Award shall be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the shares covered by that Award, and the Committee may, in its sole and absolute discretion, provide in the Award Agreement that those amounts be reinvested in additional shares; (3) The Award Agreement shall contain provisions dealing with the disposition of the Award in the event of the Participant's Termination of Employment before the exercise, realization, or payment of the Award. The Committee may, in its sole and absolute discretion, waive any of the restrictions imposed with respect to any Other Award; and (4) Shares issued as a bonus pursuant to this Section 7 shall be issued for the consideration the Committee determines is appropriate, in its sole and absolute discretion, but rights to purchase shares shall be priced at at least 100% of the Market Value Per Share on the date the Other Award is granted. 8. Annual Retainer. a. Payment of Annual Retainer. During the term hereof, each non-employee director of each company the Compensation Committee designates to participate in this Section 8 shall be paid the first half of his or her Annual Retainer in Wilmington Trust Stock. Each director also may elect to receive the second half of his or her Annual Retainer in cash or Wilmington Trust Stock, or a combination of both. The Compensation Committee shall establish rules with respect to electing the form of payment provided for in the preceding sentence to facilitate compliance with Rule 16b-3. The number of shares to be issued to a non-employee director who receives shares pursuant to this Section 8(a) shall be the dollar amount of the portion of the Annual Retainer payable in shares divided by the Market Value Per Share of a share of Wilmington Trust Stock on the business day immediately preceding the date that installment of the Annual Retainer is otherwise paid to that company's directors. 5 Wilmington Trust shall not be required to issue fractional shares. Whenever under this Section 8 a fractional share would otherwise be required to be issued, Wilmington Trust shall pay an amount in lieu thereof in cash based upon the Market Value Per Share of that fractional share. b. Deferral of Payment of Annual Retainer. (1) Subject to timing rules as the Committee may establish, a director may irrevocably elect to defer receipt of all or any number of the shares of stock representing the Annual Retainer and receive a credit under his or her Stock Unit Account of an equivalent number of Stock Units. Any such deferral election must be made in a time period the Committee may designate from time to time. (2) A director's Stock Unit Account shall be credited with a number of Stock Units equal in value to the amount of any cash dividends or stock distributions that would be payable with respect to those Stock Units if those Stock Units had been outstanding shares of Wilmington Trust Stock ("dividend equivalents"). The number of Stock Units credited with respect to cash dividends shall be determined by dividing the amount of cash dividends that would be payable by the Fair Market Value of Wilmington Trust Stock as of the date those cash dividends would be payable. (3) The Stock Units in a director's Stock Unit Account shall be distributed, or commence to be distributed, to the Participant only in the form of Wilmington Trust Stock (with fractional shares being payable in cash) upon that director's termination of service as a director in a lump sum payment or in periodic payments over time in accordance with procedures the Committee may establish. A director shall be entitled to receive a distribution of one share of Wilmington Trust Stock for each Stock Unit credited to his or her Stock Unit Account and cash equal to the Fair Market Value of any fractional Stock Unit credited to his or her Stock Unit Account. 9. Terms Applicable to All Awards Granted under the Plan. a. Effect of Change in Control. Upon a Change in Control: (1) Any and all Options shall become exercisable immediately; and (2) The target values attainable under all Performance Awards and Other Awards shall be deemed to have been fully earned for the entire Award Period as of the effective date of the Change in Control. b. Limitations. (1) No person may be granted Awards in respect of more than 300,000 shares in any calendar year during the term hereof; (2) No Options or other Awards can be re-priced after they have been granted; and (3) No Awards other than Options can be made hereunder in respect of more than a total of 300,000 shares of Wilmington Trust Stock during the Plan's term. c. Plan Provisions Control Award Terms. The terms of the Plan govern all Awards granted hereunder. The Committee shall not have the power to grant a Participant any Award that is contrary to any provision hereof. If any provision of an Award conflicts with the Plan as it is constituted on the date the Award is granted, the terms of the Plan shall control. Except as provided in Sections 6(b) and 9(i) of the Plan, or unless the Committee provides otherwise in its sole and absolute discretion in the Award Agreement, the terms of any Award granted hereunder may not be changed after the date it is granted to materially decrease the value of the Award without the express written approval of the holder thereof. No person shall have any rights with respect to any Award until Wilmington Trust and the Participant have executed and delivered an Award Agreement or the Participant has received a written acknowledgement from Wilmington Trust that constitutes an Award Agreement. d. Limitations on Transfer. A Participant may not transfer or assign his or her rights or interests with respect to Awards except by 6 will, the laws of descent and distribution, or, in certain circumstances, pursuant to a qualified domestic relations order, as defined by the Code, Title I of ERISA, or the rules thereunder. Except as otherwise specifically provided herein, a Participant's Beneficiary may exercise the Participant's rights only to the extent they were exercisable hereunder at the date of the Participant's death and are otherwise currently exercisable. e. Taxes. If the Committee deems it necessary or desirable, Wilmington Trust shall be entitled to withhold (or secure payment from a Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or that Wilmington Trust pays (1) with respect to any amount payable and/or shares issuable under that Participant's Award, (2) with respect to any income recognized upon the lapse of restrictions applicable to an Award, or (3) upon a disqualifying disposition of shares received upon the exercise of any Incentive Stock Option. Wilmington Trust may defer payment or issuance of the cash or shares upon the grant, exercise, or vesting of an Award unless indemnified to its satisfaction against any liability for that tax. The Committee or its delegate shall determine the amount of that withholding or tax payment. The Participant shall make that payment at the time the Committee determines. In each Award Agreement, the Committee shall prescribe one or more methods by which the Participant may satisfy his or her tax withholding obligation. This may include the Participant's paying Wilmington Trust cash or shares of Wilmington Trust Stock or Wilmington Trust's withholding from the Award, at the appropriate time, a number of shares sufficient to satisfy those tax withholding requirements, based on the Market Value Per Share of those shares. In its sole and absolute discretion, the Committee may establish rules and procedures relating to any withholding methods it deems necessary or appropriate. These may include rules and procedures relating to elections by Participants who are subject to Section 16 of the Exchange Act to have shares withheld from an Award to meet those withholding obligations. f. Awards Not Includable for Benefit Purposes. Income a Participant recognizes pursuant to the provisions hereof shall not be included in determining benefits under any employee pension benefit plan, as that term is defined in Section 3(2) of ERISA, group insurance, or other benefit plan applicable to the Participant that the Participant's employer maintains, except if those plans or the Committee provide otherwise. g. Compliance with Rule 16b-3 and Section 162(m). (1) If the Compensation Committee desires to structure any Award so that the compensation payable thereunder will qualify as "performance based" under Section 162(m), the Compensation Committee may establish objective performance goals as the basis for that Award. Those performance goals will be based on any combination the Compensation Committee selects of income, net income, growth in income or net income, earnings per share, growth in earnings per share, cash flow measures, return on equity, return on assets, return on investment, loan loss reserves, market share, fees, growth in fees, assets, growth in assets, stockholder return, stock price, achievement of balance sheet or income statement objectives, expenses, reduction in expenses, chargeoffs, nonperforming assets, market share, and overhead ratio. Those goals may be company-wide or on a departmental, divisional, regional, or individual basis. Any goal may be measured in absolute terms, by reference to internal performance targets, or as compared to another company or companies, and may be measured by the change in that performance target compared to a previous period. The goals may be different each year, and will be established with respect to a particular year by the latest date permitted by Section 162(m). No payment under such an Award will be made under the plan to a Section 162(m) Participant unless the pre-established performance goals are met or exceeded. 7 (2) It is intended that the Plan be applied and administered in compliance with Rule 16b-3 and Section 162(m). If any provision of the Plan would be in violation of Section 162(m) if applied as written, that provision shall not have effect as written and shall be given effect so as to comply with Section 162(m) as the Compensation Committee determines in its sole and absolute discretion. Wilmington Trust's Board of Directors is authorized to amend the Plan, and the Compensation Committee is authorized to make any such modifications to Award Agreements, to comply with Rule 16b-3 and Section 162(m), as they may be amended from time to time, and to make any other amendments or modifications deemed necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments to Rule 16b-3 or Section 162(m). Notwithstanding the foregoing, Wilmington Trust's Board of Directors may amend the Plan so that it (or certain of its provisions) no longer comply with either or both of Rule 16b-3 or Section 162(m) if the Board concludes that compliance is no longer desired. The Compensation Committee may grant Awards that do not comply with Rule 16b-3 and/or Section 162(m) if it determines, in its sole and absolute discretion, that it is in Wilmington Trust's interest to do so. h. Amendment and Termination. (1) Wilmington Trust's Board of Directors shall have complete power and authority to amend the Plan at any time it deems it necessary or appropriate. However, those directors shall not, without the affirmative approval of Wilmington Trust's shareholders, make any amendment that requires shareholder approval under Rule 16b-3, the Code, or any other applicable law or rule of any exchange on which Wilmington Trust's shares are listed unless the directors determine that compliance with Rule 16b-3, the Code, or those laws or rules is no longer desired. No termination or amendment hereof may, without the consent of the Participant to whom any Award has been granted, adversely affect the right of that individual under that Award. However, the Committee may make provision in the Award Agreement for amendments it deems appropriate in its sole and absolute discretion. (2) Wilmington Trust's Board of Directors may terminate the Plan at any time. No Award shall be granted hereunder after that termination. However, that termination shall not have any other effect. Any Award outstanding at the termination hereof may be exercised or amended after that termination at any time before the expiration of that Award to the same extent that that Award would have been exercisable or could have been amended if the Plan had not terminated. i. Changes in Wilmington Trust's Capital Structure. The existence of outstanding Awards shall not affect the right of Wilmington Trust or its shareholders to make or authorize any and all adjustments, recapitalizations, reclassifications, reorganizations, and other changes in Wilmington Trust's capital structure, Wilmington Trust's business, any merger or consolidation of Wilmington Trust, any issue of bonds, debentures, or preferred stock, Wilmington Trust's liquidation or dissolution, any sale or transfer of all or any part of Wilmington Trust's assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise. The number and kind of shares subject to outstanding Awards, the purchase or exercise price of those Awards, the number and kind of shares available for Awards subsequently granted, and the limitation in Section 9(b) hereof shall be adjusted appropriately to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation, or other change in capitalization with a similar substantive effect on the Plan or Awards granted hereunder. The Committee shall have the power and sole and absolute discretion to determine the nature and amount of the adjustment to be made in each case. However, in no event shall any adjustment be made under the provisions of this Section 9(i) to any outstanding Award if an adjustment 8 has been made or will be made to the shares of Wilmington Trust Stock awarded to a Participant in that person's capacity as a shareholder. If Wilmington Trust is merged or consolidated with another entity and Wilmington Trust is not the surviving entity, or if Wilmington Trust is liquidated or sells or otherwise disposes of all or substantially all of its assets to another entity while unexercised Awards remain outstanding, then (1) subject to the provisions of Section 9(i)(2) below, after the effective date of that merger, consolidation, liquidation, or sale, each holder of an outstanding Award shall be entitled to receive, upon exercise of that Award in lieu of shares, other stock or securities as the holders of shares of Wilmington Trust Stock received in the merger, consolidation, liquidation, or sale; and (2) the Committee may cancel all outstanding Awards as of the effective date of that merger, consolidation, liquidation, or sale, provided that (x) notice of that cancellation has been given to each holder of an Award and (y) in addition to any rights he or she may have under Section 9(a) above, each holder of an Award shall have the right to exercise that Award in full, without regard to any limitations set forth in or imposed pursuant to Section 5, 6, or 7 above, during a 30-day period preceding the effective date of the merger, consolidation, liquidation, or sale. The exercise and/or vesting of any Award that was permissible solely because of this Section 9(i)(2)(y) shall be conditioned on consummation of the merger, consolidation, liquidation, or sale. Any Awards not exercised as of the date of the merger, consolidation, liquidation, or sale shall terminate as of that date. If Wilmington Trust is consolidated or merged with another entity under circumstances in which Wilmington Trust is the surviving entity, and its outstanding shares are converted into shares of a third entity, a condition to the merger or consolidation shall be that the third entity succeed to Wilmington Trust's rights and obligations hereunder, and that the Plan be administered by a committee of the Board of that entity. Comparable rights shall accrue to each Participant in the event of successive reorganizations, mergers, consolidations, or other transactions similar to those described above. Except as expressly provided herein, Wilmington Trust's issuance of shares or any other securities for cash, property, labor, or services, either upon direct sale, the exercise of rights or warrants to subscribe therefor, or conversion of shares or obligations of Wilmington Trust convertible into shares or other securities shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, class, or price of shares then subject to Awards outstanding. After any reorganization, merger, or consolidation in which Wilmington Trust or one of its subsidiaries or affiliates is a surviving entity, the Committee may grant substituted Awards replacing old options or other awards granted under a plan of another party to the reorganization, merger, or consolidation whose stock subject to the old options or awards may no longer be issued following that reorganization, merger, or consolidation. The Committee shall determine the foregoing adjustments and the manner in which the foregoing provisions are applied in its sole and absolute discretion. Any of those adjustments may provide for eliminating any fractional shares of Wilmington Trust Stock that might otherwise become subject to any Options or other Awards. j. Period of Approval and Term of Plan. The Plan shall be submitted to Wilmington Trust's shareholders at their annual meeting scheduled to be held on April 21, 2005 or any adjournment or postponement thereof. The Plan shall be adopted and become effective only when approved by Wilmington Trust's shareholders. Awards may be granted hereunder at any time up to and including April 30, 2008, at which time the Plan will terminate, except with respect to Awards then outstanding. Those shall remain in effect until their exercise, expiration, or termination in accordance herewith. k. Compliance with Law and Approval of Regulatory Bodies. No Award shall be exercisable, and no shares shall be delivered 9 hereunder, except in compliance with all applicable federal and state laws and regulations, the rules of the New York Stock Exchange, and all other stock exchanges on which Wilmington Trust Stock is listed. Any certificate evidencing shares issued hereunder may bear legends the Committee deems advisable to ensure compliance with federal and state laws and regulations. No Award shall be exercisable, and no shares shall be delivered hereunder, until Wilmington Trust has obtained consent or approval from federal and state regulatory bodies that have jurisdiction over matters as the Committee deems advisable. If a Participant's Beneficiary exercises an Award, the Committee may require reasonable evidence regarding the ownership of the Award and consents, rulings, or determinations from taxing authorities the Committee deems advisable. l. No Right of Employment. Neither the adoption of the Plan nor its operation, nor any document describing or referring to the Plan or any part hereof, shall confer upon any Participant any right to continue in the employ of the Participant's employer, nor in any other way affect the employer's right or power to terminate the Participant's employment at any time, to the same extent as might have been done if the Plan had not been adopted. m. Use of Proceeds. Funds Wilmington Trust receives on the exercise of Awards shall be used for its general corporate purposes. n. Severability. Whenever possible, each provision hereof and of every Award granted hereunder shall be interpreted in a manner as to be effective and valid under applicable law. If any provision hereof or of any Award granted hereunder is held to be prohibited by or invalid under applicable law, then (1) that provision shall be deemed amended to accomplish the provision's objectives as originally written to the fullest extent permitted by law and (2) all other provisions hereof and of every other Award granted hereunder shall remain in full force and effect. o. Construction of the Plan. The place of administration of the Plan shall be in Delaware, and the validity, construction, interpretation, administration, and effect hereof, its rules and regulations, and rights relating hereto shall be determined solely in accordance with Delaware law, other than the conflict of law provisions of those laws, and except as that law is superseded by federal law. p. Interpretation of the Plan. Headings are given to the sections hereof solely as a convenience for reference. Those headings and the numbering and paragraphing hereof shall not be deemed in any way material or relevant to the construction of any provision hereof. The use of a singular shall also include within its meaning the plural, and vice versa, where appropriate. q. No Strict Construction. No rule of strict construction shall be implied against Wilmington Trust, the Committee, or any other person interpreting any term of the Plan, any Award granted under the Plan, or any rule or procedure the Committee establishes. r. Costs and Expenses. Wilmington Trust shall bear all costs and expenses incurred in administering the Plan. s. Unfunded Plan. The Plan shall be unfunded. Wilmington Trust shall not be required to establish any special or separate fund or otherwise segregate assets to assure payment of any Award. t. Surrender of Awards. Any Award granted to a Participant may be surrendered to Wilmington Trust for cancellation on terms the Committee and the Participant approve. 10. Definitions. For purposes of the Plan, capitalized terms not otherwise defined herein have the following meanings: a. "Annual Retainer" means the payment(s) the Board of Directors of each company the Compensation Committee designates to participate in Section 8 determines from time to time to be the annual retainer payable each year to each non-employee director thereof. b. "Award" means (1) any grant to a Participant of any one or a combination of Incentive Stock Options, Nonstatutory Stock Options, Performance Awards, or Other Awards or (2) shares of Wilmington 10 Trust Stock received with respect to an Annual Retainer pursuant to Section 8. c. "Award Agreement" means a written agreement between Wilmington Trust and a Participant or a written acknowledgement from Wilmington Trust specifically setting forth the terms and conditions of an Award granted to a Participant under the Plan. d. "Award Period" means, with respect to an Award, the period of time, if any, set forth in the Award Agreement during which specified performance goals must be achieved or other conditions set forth in the Award Agreement must be satisfied. e. "Beneficiary" means an individual, trust, or estate who or that, by will or the laws of descent and distribution, succeeds to a Participant's rights and obligations under the Plan and an Award Agreement upon the Participant's death. f. "Cause" means, with respect to a Participant who is a staff member of Wilmington Trust or one of its subsidiaries or affiliates or who is a consultant, termination for, as the Committee determines in its sole and absolute discretion, the Participant's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order. g. "Change in Control" means any of the events described below, directly or indirectly or in one or more series of transactions. However, the Committee may, in its sole and absolute discretion, specify in any Award Agreement a more restrictive definition of Change in Control. In that event, the definition of Change in Control set forth in that Award Agreement shall apply to the Award granted thereunder: (1) Approval by Wilmington Trust Company's ("WTC's") or Wilmington Trust's shareholders of a consolidation or merger of WTC or Wilmington Trust with any Third Party, unless WTC or Wilmington Trust is the entity surviving that merger or consolidation; (2) Approval by WTC's or Wilmington Trust's shareholders of a transfer of all or substantially all of the assets of WTC or Wilmington Trust to a Third Party or of a complete liquidation or dissolution of WTC or Wilmington Trust; (3) Any person, entity, or group that is a Third Party, without prior approval of WTC's or Wilmington Trust's Board of Directors, by itself or through one or more persons or entities: (a) Acquires beneficial ownership of 15% or more of any class of WTC's or Wilmington Trust's Voting Stock; (b) Acquires irrevocable proxies representing 15% or more of any class of WTC's or Wilmington Trust's Voting Stock; (c) Acquires any combination of beneficial ownership of Voting Stock and irrevocable proxies representing 15% or more of any class of WTC's or Wilmington Trust's Voting Stock; (d) Acquires the ability to control in any manner the election of a majority of WTC's or Wilmington Trust's directors; or (e) Acquires the ability to directly or indirectly exercise a controlling influence over the management or policies of WTC or Wilmington Trust; (4) Any election occurs of persons to Wilmington Trust's Board of Directors that causes a majority of that Board of Directors to consist of persons other than (a) persons who were members of that Board of Directors on February 29, 1996 (the "Effective Date") and/or (b) persons who were nominated for election as members of that Board of Directors by Wilmington Trust's 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 Wilmington Trust's Board of Directors on the Effective Date. However, any person nominated for election by Wilmington 11 Trust's 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 be deemed for this purpose to have been nominated by a Board of Directors composed of persons described in clause (a) above. A Change in Control shall not include any of the events described above if they (x) occur in connection with the appointment of a receiver or conservator for WTC or Wilmington Trust, 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 WTC 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, with respect to any Participant, the suspension, removal, and/or temporary or permanent prohibition by a regulatory agency of that Participant from participating in WTC's or Wilmington Trust's business or (y) are the result of a Third Party inadvertently acquiring beneficial ownership or irrevocable proxies or a combination of both for 15% or more of any class of WTC's or Wilmington Trust's voting stock, and that Third Party as promptly as practicable thereafter divests itself of the beneficial ownership or irrevocable proxies for a sufficient number of shares so that the Third Party no longer has beneficial ownership or irrevocable proxies or a combination of both for 15% or more of any class of WTC's or Wilmington Trust's Voting Stock. h. "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements, or supersedes that section. i. "Date of Grant" means the date designated by the Plan or the Committee as the date as of which an Award is granted. The Date of Grant shall not be earlier than the date on which the Committee approves the granting of the Award. j. "Disability" means any physical or mental injury or disease of a permanent nature that renders a Participant incapable of meeting the requirements of the employment or other work the Participant performed immediately before that disability commenced. The Committee shall make the determination of whether a Participant is disabled and when the Participant becomes disabled in its sole and absolute discretion. k. "Disability Date" means the date which is six months after the date on which a Participant is first absent from active employment or work due to a Disability. l. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. m. "Exchange Act" means the Securities Exchange Act of 1934, as amended. n. "Market Value Per Share" of a share of Wilmington Trust Stock means, as of any date, the last sale price of a share of Wilmington Trust Stock on that date on the principal national securities exchange on which Wilmington Trust Stock is then traded. If Wilmington Trust Stock is not then traded on a national securities exchange, "Market Value Per Share" shall mean the last sale price or, if none, the average of the bid and asked prices of Wilmington Trust Stock on that date as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). However, if there were no sales reported as of that date, the Market Value Per Share shall be computed as of the last date preceding that date on which a sale was reported. If any such exchange or quotation system is closed on any day on which the Market Value Per Share is to be determined, the Market Value Per Share shall be determined as of the first date immediately preceding that date on which that exchange or quotation system was open for trading. o. "Normal Retirement Date" means the date on which a Participant terminates active employment with the employer he or she was 12 employed with when he or she was last granted Awards on or after attaining age 65, but does not include termination for Cause. p. "Option" means any option to purchase Wilmington Trust stock the Committee grants to a Participant under Section 5. q. "Other Retirement Date" means a date, on or after a Participant attains age 55 but earlier than the Participant's Normal Retirement Date, that the Committee in its sole and absolute discretion specifically approves and designates in writing to be the date upon which a Participant retires for purposes hereof, but does not include termination for Cause. r. "Participant" means any staff member, director (including, without limitation, a director who receives some or all of an Annual Retainer in shares of Wilmington Trust Stock), or advisory board member of or consultant to Wilmington Trust or any of its subsidiaries or affiliates whom the Committee selects to receive Options, Performance Awards, or Other Awards. s. "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under Section 16 of the Exchange Act and any successor rule. t. "SEC" means the Securities and Exchange Commission. u. "Section 162(m)" means Section 162(m) of the Code and its regulations. v. "Section 162(m) Participant" means a Participant a portion of whose compensation would be subject to Section 162(m) and that Wilmington Trust desires to deduct. w. "Stock Unit" means a unit of value, equal at any relevant time to the Fair Market Value of a share of Wilmington Trust Stock, established by the Committee as a means of measuring the value of a director's Stock Unit Account. x. "Stock Unit Account" means the bookkeeping account maintained by the Committee or its delegate on behalf of each Participant who is credited with Stock Units and divided equivalents thereon pursuant to Section 8(b). y. "Subsidiary" means a company more than 50% of the equity interests of which Wilmington Trust beneficially owns, directly or indirectly. z. "Termination of Employment" means, with respect to a staff member Participant, the voluntary or involuntary termination of the Participant's employment with Wilmington Trust or any of its subsidiaries or affiliates for any reason (including, without limitation, death, Disability, retirement, or as the result of the sale or other divestiture of the Participant's employer or any similar transaction in which the Participant's employer ceases to be Wilmington Trust or one of its subsidiaries or affiliates). With respect to a consultant, Termination of Employment means termination of the Participant's services as a consultant to Wilmington Trust or one of its subsidiaries or affiliates. aa. "Third Party" includes a person or entity or a group of persons or entities acting in concert not wholly-owned by Wilmington Trust or WTC, directly or indirectly. bb. "Voting Stock" means the classes of stock of Wilmington Trust or WTC entitled to vote generally in the election of directors of Wilmington Trust or WTC, as the case may be. cc. "Wilmington Trust Stock" means Wilmington Trust's common stock, par value $1 per share. 13 EX-99 4 w07938exv99.txt WILMINGTON TRUST PRESS RELEASE PRESS RELEASE EXHIBIT 99 [WILMINGTON TRUST LOGO] WILMINGTON TRUST WILMINGTON TRUST CORPORATION RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON, DE 19890-0001 NEWS RELEASE FOR IMMEDIATE RELEASE WILMINGTON TRUST PROFITS RISE 12%; BOARD RAISES DIVIDEND X% Wilmington, Del., April 22, 2005 - Today Wilmington Trust Corporation (NYSE: WL) reported that net income for the first quarter of 2005 was $40.1 million. This was 12.3% higher than net income for the year-ago first quarter, and 13.3% more than for the fourth quarter of 2004. Earnings per share for the 2005 first quarter, on a diluted basis, were $0.59. This was an 11.3% increase from the year-ago first quarter, and a 13.5% increase from the 2004 fourth quarter. Factors in the 2005 first quarter results included: - - Loan balances that were $6.77 billion, on average, which was 7.3% higher than for the year-ago first quarter; - - A net interest margin of 3.64%, which was 11 basis points higher than for the year-ago first quarter and 5 basis points higher than for the 2004 fourth quarter; - - Net charge-offs of 4 basis points and an internal rating of "pass" for more than 96% of the loan portfolio; - - Net interest income of $77.6 million, which was 8.1% more than for the year-ago first quarter; - - A 6.5% increase in noninterest income to $77.4 million; - - Advisory business revenue of $66.1 million, a 10.4% increase from the year-ago first quarter; and - - Operating expenses of $89.3 million, a 7.3% increase from the year-ago first quarter, but a decrease of 2.4% from the 2004 fourth quarter. 1 "We had a very positive first quarter, as revenues rose and the pace of expense growth slowed," said Ted T. Cecala, Wilmington Trust chairman and chief executive officer. "Good loan growth, rising market interest rates, significant improvement in the net interest margin, and strong credit quality produced excellent results in our Regional Banking business. We also saw good growth in the Wealth Advisory business, and record-high results from our value-style affiliate money manager, while weak demand for capital markets services limited growth in the Corporate Client business." In consideration of the continued growth in net income and stockholders' equity, the Board of Directors raised the quarterly cash dividend by 5.3%, from $0.285 to $0.30 per share. On an annualized basis, this raised the dividend from $1.14 to $1.20. The quarterly dividend will be paid on May 16, 2005, to stockholders of record on May 2, 2005. Today's action marked the 24th consecutive year of increases in the cash dividend. According to Mergent, Inc.'s Dividend Achievers, fewer than 3% of the dividend-paying companies that trade on U.S. exchanges can match this record. On an annualized basis, first quarter 2005 results generated a return on average assets of 1.72% and a return on average stockholders' equity of 17.80%. The corresponding returns for the first quarter of 2004 were 1.61% and 17.69%, respectively. REGIONAL BANKING BENEFITS FROM HEALTHY ECONOMY, LOAN GROWTH A healthy and broadly diversified economy in the Delaware Valley, where the Regional Banking business is focused, contributed to loan growth, which exceeded 7% on both a period-end and average-balance basis. The 2005 first quarter marked the 16th consecutive quarter of loan growth. 2 Total loan balances were $6.77 billion, on average, and reflected business development with new and existing clients throughout Delaware and southeastern Pennsylvania. Loans from the Pennsylvania market were $1.44 billion, on average, which represented approximately 21% of the total portfolio. Economic indicators remained positive for the region. The Federal Reserve Bank of Philadelphia released Economic Activity Indexes for Pennsylvania, Delaware, and New Jersey that reported increases in economic activity in all three states over the past 12 months (as of February 2005, the most recent report available). Unemployment rates in Delaware and the Philadelphia metropolitan area remained lower than the national rate. C&I LENDING DRIVES COMMERCIAL LOAN GROWTH Commercial banking activities are targeted to middle-market businesses (privately owned or closely held businesses throughout the Delaware Valley region with annual sales of up to $250 million). Commercial lending accounted for most of the growth in total loan balances. Commercial loan balances were $4.51 billion, on average, for the 2005 first quarter. This was 8.5% higher than for the year-ago first quarter, and 3.1% more than for the 2004 fourth quarter. Approximately 36% of the commercial loan growth was generated by the southeastern Pennsylvania market. Half of the growth in the commercial portfolio was in the commercial, financial, and agricultural (C&I) category. C&I balances were $2.5 billion, on average, which was 8.1% more than for the year-ago first quarter, and 4.4% more than for the 2004 fourth quarter. Slightly more than half of the year-over-year C&I loan growth came from the southeastern Pennsylvania market. Contributing to this growth were transportation 3 companies and suppliers of building and infrastructure materials, whose borrowings were for working capital and new equipment. Borrowings in the two other commercial loan categories - real estate/construction and commercial mortgage - continued to expand throughout the region. On a combined basis, balances for these two categories averaged $1.99 billion for the 2005 first quarter, which was 9.1% more than for the year-ago first quarter. Almost all of the growth in these balances occurred in Delaware, where population growth in the southern part of the state continued to drive demand for residential tract and related retail development. RETAIL LOAN GROWTH REFLECTS HOME EQUITY, AUTO INDIRECT INCREASES Total retail loan balances were $2.26 billion, on average, for the 2005 first quarter, which was 5.0% more than for the year-ago first quarter. All of this growth occurred in the consumer loan portfolio, which averaged $1.23 billion for the 2005 first quarter. This was 15.3% higher than for the year-ago first quarter, and 2.7% more than for the fourth quarter of 2004. Within the consumer portfolio, most of the growth was in home equity and indirect auto lending (loans made to clients through auto dealers). First quarter 2005 home equity loan balances were $309.8 million, on average, which was 25.1% and 5.1% higher than for the year-ago and linked quarters, respectively. Indirect auto loan balances were $553.1 million, on average, for the 2005 first quarter, which was 13.7% and 1.6% higher than for the year-ago and linked quarters, respectively. Most of these loans are for late-model used cars, and they typically have shorter terms, but higher yields, than new car loans. The sales office that opened in October 2004 in Bel Air, Maryland, midway between Wilmington and Baltimore, contributed to the growth in these balances. 4 Residential mortgage balances declined 11.3% from the year-ago first quarter because of prepayments and refinancings, and the ongoing practice of selling all new fixed-rate residential mortgage production into the secondary market. Within the retail loan portfolio, consumer banking and residential mortgage activities are focused on clients in Delaware. Loans secured with liquid collateral are associated primarily with Wealth Advisory clients throughout the United States. CORE DEPOSIT BALANCES RISE Core deposits were $4.83 billion, on average, for the 2005 first quarter. This was 9.9% higher than for the year-ago first quarter, and 1.6% more than for the fourth quarter of 2004. Approximately 94% of core deposits in the 2005 first quarter were associated with clients in Delaware. Most of the year-over-year and linked-quarter increases in core deposits were in local certificates of deposit (CDs) in amounts of $100,000 and more, for which balances were $370.1 million, on average, for the 2005 first quarter. Approximately 60% of this amount reflected consumer deposits from clients in Delaware; approximately 20% was associated with commercial banking depositors in the Delaware Valley region; approximately 18% was associated with Wealth Advisory clients; and approximately 2% was associated with Corporate Client Services clients. Core deposits, including local CDs of $100,000 and more, continued to fund most of the growth in earning assets. Opposite 2005 first quarter loan growth of $460.8 million, on average, core deposit balances rose by $436.0 million. Augmenting core deposits as a source of funding was a combination of short-term borrowings and national CDs in amounts that were relatively unchanged from the year-ago first quarter and the 2004 5 fourth quarter. While the cost of purchased funding exceeded the rate paid on core interest-bearing deposits, this funding strategy minimizes the growth of annual operating expenses and capital investments associated with a large-scale expansion of the branch office network. NET INTEREST MARGIN IMPROVES SIGNIFICANTLY The net interest margin was 3.64%, which was 11 basis points higher than for the year-ago first quarter and 5 basis points higher than for the 2004 fourth quarter. This improvement occurred because increases in the yield on earning assets outpaced increases in the cost of funds to support earning assets. This was due mainly to the market interest rate environment. Market interest rates, as set by the Federal Open Market Committee (FOMC), were 175 basis points higher at the end of the 2005 first quarter than they were at the end of the year-ago first quarter, and 50 basis points higher than at the end of the 2004 fourth quarter. As a result, for the first quarter of 2005, the average yield on earning assets was 82 basis points higher than for the year-ago first quarter, opposite a 71-basis-point increase in the cost of funds. Compared with the 2004 fourth quarter, the average yield on earning assets rose 31 basis points, while the cost of funds was 26 basis points higher. CREDIT QUALITY REMAINS STABLE All key measures of credit quality improved during the 2005 first quarter. Net charge-offs, nonaccruing loans, and loans past due 90 days or more decreased from their year-ago first quarter as well as their linked-quarter levels. The percentage of loans rated "pass" in the internal risk-rating analysis remained higher than 96% for the fourth consecutive quarter. 6 The net charge-off ratio, which management regards as the primary measure of credit quality, was 4 basis points for the 2005 first quarter. This was 3 basis points lower than for the year-ago first quarter, and 4 basis points lower than for the 2004 fourth quarter. Nonaccruing loans amounted to $39.5 million at the end of the first quarter, which was $1.1 million less than at the end of the year-ago first quarter, and $16.9 million less than at the end of 2004. The linked-quarter decline reflected receipt of the remaining payment on a $23 million loan that was transferred to nonaccruing status during the 2004 third quarter. This payment was the primary cause of the 45-basis-point linked-quarter decrease in the percentage of loans rated "substandard" in the internal risk-rating analysis. This payment also was the main factor in the linked-quarter decline in total nonperforming assets. On a year-over-year basis, nonperforming assets increased because they included a $5.1 million loan that was renegotiated during the 2004 fourth quarter. Changes in the reserve and provision for loan losses reflected loan growth and stability in credit quality. On a percentage basis, the composition of assets in the loan portfolio remained relatively unchanged, and the portfolio remained diversified across commercial and consumer lines. INVESTMENT PORTFOLIO BALANCES DECLINE SLIGHTLY Investment portfolio balances, on average, were $1.84 billion for the 2005 first quarter, which was slightly less than for the 2004 fourth quarter, and 3.0% lower than for the year-ago first quarter. At March 31, 2005, the average life of the portfolio was 6.42 years and the duration was 3.07. In comparison, at December 31, 2004, the average life was 6.41 years and the 7 duration was 2.66. On a percentage basis, the composition of investments in the portfolio remained relatively unchanged. Securities gains of $0.8 million were recorded during the 2005 first quarter as part of routine balance sheet management. Approximately $0.2 million of that amount was associated with securities on which call provisions were exercised. The remainder was associated primarily with amortizing mortgage-backed instruments with small remaining balances, which were sold and replaced with higher-yielding securities. This caused the increase in the portfolio's duration. CORE ADVISORY AND INVESTMENT SERVICES DRIVE WEALTH ADVISORY GROWTH Wealth Advisory Services (WAS) revenue totaled $43.5 million for the 2005 first quarter. This amount was 9.6% higher than for the year-ago first quarter, and 4.8% more than for the 2004 fourth quarter. Of the three components of WAS revenue, most of the growth occurred in core trust and investment advisory services, which rose 10.0% from the year-ago first quarter to $29.6 million. Revenue from investment management services was a significant contributor to this increase. Fees from planning and other services were $9.1 million for the 2005 first quarter. Approximately $2 million of this amount was contributed by Grant Tani Barash & Altman (GTBA), the Beverly Hills-based business management and family office firm acquired in October 2004. Fees from mutual fund services were lower on a year-over-year as well as a linked-quarter basis, as clients continued to redeem shares of low-yielding money-market funds. Approximately 95% of WAS mutual fund fees are tied to money market funds. 8 New business from new clients as well as existing clients generated approximately $5 million of annualized fees for the 2005 first quarter. For the year-ago first quarter, new business results included fees for several highly specialized financial plans. Excluding these nonrecurring fees, new annualized fees were 6.6% higher than for the year-ago first quarter. New business development was particularly strong in the California, Florida, Maryland, and New York markets. New fees associated with asset management services were 63% higher than for the year-ago first quarter. Recurring fees (as opposed to one-time fees) accounted for approximately 60% of new business recorded during the 2005 first quarter, compared with approximately 45% for the year-ago first quarter. WEAK CAPITAL MARKETS DAMPEN CORPORATE CLIENT SERVICES RESULTS Corporate Client Services (CCS) revenue was $18.0 million for the 2005 first quarter. This was slightly ahead of the year-ago first quarter and equal to the amount recorded for the 2004 fourth quarter. Good growth in the entity management and retirement services components of the CCS business was not strong enough to offset continued weakness in the capital markets sector. Revenue from entity management (services that support structures and transactions in preferred legal jurisdictions) was $5.9 million, which was 7.3% more than for the year-ago first quarter. Income from services provided in Europe rose 6.8%. Sales of entity management services rose 10.1%. Most of this increase resulted from strong demand for Nevada-based services. Revenue from corporate retirement services rose 14.3% to $3.2 million, and new business volumes were 39.6% higher. Most of the growth was in fees for trust services that 9 support defined contribution plans (such as 401(k) plans) and executive compensation plans. Corporate retirement services are marketed in partnership with leading third-party retirement plan record keepers. More of these partnerships were established during the past 12 months, which contributed to the increased volume in this component of the CCS business. Revenue from capital markets services (trust and administrative services that support structured finance transactions) was $7.6 million. This was 2.6% lower than for both the year-ago first quarter and the 2004 fourth quarter. Factors in these declines included: - - Downward pricing pressures, as demand for structured finance transactions remained weak, and as saturation in the market for trust-preferred issues caused pricing on related services to shift to lower, commodity-driven levels. - - Less market innovation, and fewer introductions of new structures, which typically command higher fees than more established structures. - - Fewer issues of asset-backed securitizations, as well as shorter-duration contracts. Today the typical maturity of asset-backed contracts is approximately half as long as it was three years ago, which means these accounts terminate more quickly than in the past. MANAGED ASSETS AT CRAMER ROSENTHAL MCGLYNN SURPASS PREVIOUS RECORDS Assets under management at value-style affiliate money manager Cramer Rosenthal McGlynn (CRM) totaled $7.23 billion at March 31, 2005. This was 40.4% higher than the $5.15 billion recorded at the same time last year, and 4.3% higher than at the end of 2004. A combination of new business and market appreciation accounted for the increase. CRM's managed assets have risen every quarter since the first quarter of 2003, and the current level is the highest ever recorded by the firm. 10 First quarter 2005 income from the investment in CRM was $4.3 million, which was more than twice as much as for the year-ago first quarter, and 10.3% more than for the 2004 fourth quarter. Approximately $1.4 million of the 2005 first quarter amount represented a nonrecurring gain on the sale of an equity investment. PROFITABILITY CONTINUES AT ROXBURY CAPITAL MANAGEMENT Income from the investment in growth-style affiliate money manager Roxbury Capital Management (RCM) was $0.3 million for the 2005 first quarter, which was 50.0% higher than for the year-ago first quarter. On a linked-quarter basis, income from RCM fell because RCM's seasonal and benefit expenses were higher for the 2005 first quarter than for the 2004 fourth quarter. RCM's managed assets were $2.83 billion at March 31, 2005, which was lower than the levels at the end of the year-ago and linked-quarter periods. Additions to RCM's small- and mid-capitalization products were not strong enough to offset outflows from its large-capitalization product. SERVICE CHARGES AFFECTED BY RISING RATES, CHANGING CLIENT BEHAVIOR Income from service charges on deposit accounts was $6.7 million for the 2005 first quarter, which was 18.3% lower than for the year-ago first quarter, and 9.5% lower than for the 2004 fourth quarter. Several factors contributed to the decline: - - Rising interest rates are generating higher earnings credits, which are offsetting service charges on commercial deposit accounts. - - ATM fees declined 13.6% from the year-ago first quarter, as consumers made larger, but fewer, ATM withdrawals, and because the volume of point-of-sale (POS) 11 transactions increased. POS volumes were nearly 5% higher than for the year-ago first quarter, opposite decreases of more than 6% in ATM volumes. - - Teller transaction volumes were more than 7% lower than for the year-ago first quarter. THE PACE OF EXPENSE GROWTH SLOWS Noninterest, or operating, expenses were $89.3 million for the 2005 first quarter. This was 7.3% higher than for the year-ago first quarter, but 2.4% lower than for the 2004 fourth quarter. Nearly two-thirds of first-quarter 2005 operating expenses, or $54.2 million, were associated with staffing-related costs, including salaries and wages, incentives and bonuses, and employment benefit expense. Staffing costs were 5.0% higher than for the year-ago first quarter, and 1.9% more than for the 2004 fourth quarter. At March 31, 2005, there were 2,462 full-time equivalent staff members, which was 122 more than at the same time last year, and 34 more than at the end of 2004. GTBA staff accounted for 42 of the year-over-year increase in staff, and for 2 of the linked-quarter increase. Salaries and wages amounted to $32.9 million for the 2005 first quarter, which was 1.5% more than for the year-ago first quarter, but 8.9% lower than for the 2004 fourth quarter. The low rate of year-over-year growth, and the linked-quarter decline, were attributable to: - - A difference in the number of days of pay. The 2005 first quarter had one less day of pay than for the year-ago first quarter, and 2 fewer days of pay than for the 2004 fourth quarter. Each day of pay represents approximately $0.5 million of salary and wage expense. 12 - - A new pay structure for some staff that decreased the percentage of compensation that is salary-based and increased the percentage that is incentive-based. - - Lower temporary help expenses. In employment benefit costs, the year-over-year and linked-quarter increases reflected higher health insurance and pension costs, as well as the higher number of staff. Contributing to the linked-quarter increase was the fact that first-quarter employment benefit expenses include payroll taxes and 401(k) plan matches that are fully loaded in the first half of the year, but which tend to decrease in the second half, as their limits are met. Of the year-over-year increases in other expense categories: - - Furniture, equipment, and supplies expense reflected higher depreciation costs associated with the new desktop operating system installed company-wide in 2004. - - Advertising and contributions expense reflected the payment of several large charitable donations. - - Servicing and consulting fees included fees paid to third-party investment advisors, and reflected increased demand for investment consulting services. - - Other noninterest expense included higher telecommunications, insurance, and audit costs. On a linked-quarter basis, most of these expense categories declined. SHARE REPURCHASE ACTIVITY MINIMAL During the 2005 first quarter, the company bought back 32,812 of its shares at an average per-share price of $34.91 and a total cost of $1.1 million. This brought the total number of shares repurchased under the current 8-million-share program, which commenced in April 2002, to 667,405, leaving 7,332,595 available for repurchase. 13 OUTLOOK FOR THE 2005 SECOND QUARTER Commenting on the outlook for the second quarter of 2005, Cecala said: - - "We expect year-over-year loan growth to continue in the 6% to 7% range for the second quarter, assuming no significant change in the Delaware Valley economy. - - "The net interest margin may fall below 3.60%, due to pricing pressure on retail deposits, absent further FOMC increases. - - "Our net charge-offs and provision for loan losses continue to be among the lowest in our company's history. Credit quality remains strong, but a normal operating provision of between $4 million and $5 million per quarter could be possible. - - "We look for a linked-quarter increase in Wealth Advisory revenue in the 3% to 5% range, assuming more stable financial markets. - - "Weakness in the capital markets sector continues to limit growth in Corporate Client revenue, which we project to be relatively unchanged from the 2005 first quarter. - - "We expect second quarter income from the affiliate money managers to be lower, since first quarter 2005 income from the affiliates included approximately $1.4 million in nonrecurring fees. - - "We do not anticipate any growth in service charges on deposit accounts. - - "Salary and wage costs will be at least $1 million higher in the second quarter simply because there are two more business days in the second quarter than there were in the first. - - "We expect total expenses to remain in the $90 million to $92 million range." 14 CONFERENCE CALL TODAY Management will discuss the 2005 first quarter and the outlook for the 2005 second quarter in a conference call today at 10:00 a.m. (EDT). To access the call, dial (800) 475-2151. Supporting materials, financial statements, and audio streaming will be available at www.wilmingtontrust.com. A rebroadcast of the call will be available from 12:30 p.m. today until Friday, April 29, at 5:00 p.m. (EDT), by calling (877) 519-4471 and using PIN number 5898930. To access the rebroadcast from outside the United States, dial (973) 341-3080 and use the same PIN number. FORWARD-LOOKING STATEMENTS This release contains forward-looking statements that reflect the company's current expectations about its future performance. These statements rely on a number of assumptions and estimates and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Factors that could affect the company's future financial results include, among other things, changes in national or regional economic conditions, changes in market interest rates, increased competition in the company's businesses, and higher-than-expected credit losses. These factors are discussed more fully in the reports the company files with the Securities and Exchange Commission. The company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release. ABOUT WILMINGTON TRUST Wilmington Trust Corporation (NYSE: WL) is a financial services holding company that provides wealth management and specialized corporate services to clients throughout the United States and in more than 50 other countries, and commercial banking services 15 throughout the Delaware Valley region. Its wholly owned bank subsidiary, Wilmington Trust Company, is the 15th largest personal trust provider in the United States, and the leading retail and commercial bank in Delaware. Wilmington Trust and its affiliates have offices in California, Delaware, Florida, Georgia, Maryland, Nevada, New York, Pennsylvania, the Cayman Islands, the Channel Islands, London, and Dublin, and other affiliates in Milan. For more information, visit www.wilmingtontrust.com. # # # CONTACTS Investors and analysts: News media: Ellen J. Roberts Bill Benintende Investor Relations Public Relations (302) 651-8069 (302) 651-8268 eroberts@wilmingtontrust.com wbenintende@wilmingtontrust.com # # # 16 WILMINGTON TRUST CORPORATION QUARTERLY SUMMARY As of and for the three months ended March 31, 2005 HIGHLIGHTS
Three Months Ended -------------------------------------------- Mar. 31, Mar. 31, % 2005 2004 Change - ---------------------------------------------------------------------------------------------- OPERATING RESULTS (IN MILLIONS) Net interest income $ 77.6 $ 71.8 8.1 Provision for loan losses (3.1) (5.5) (43.6) Noninterest income 77.4 72.7 6.5 Noninterest expense 89.3 83.2 7.3 Net income 40.1 35.7 12.3 PER SHARE DATA Basic net income $ 0.59 $ 0.54 9.3 Diluted net income 0.59 0.53 11.3 Dividends paid 0.285 0.27 5.6 Book value at period end 13.49 12.59 7.1 Market value at period end 35.10 37.37 (6.1) Market range: High 36.26 38.80 (6.5) Low 33.40 35.42 (5.7) AVERAGE SHARES OUTSTANDING (IN THOUSANDS) Basic 67,480 66,160 2.0 Diluted 68,233 67,493 1.1 AVERAGE BALANCE SHEET (IN MILLIONS) Investment portfolio $ 1,840.7 $ 1,898.5 (3.0) Loans 6,769.5 6,308.7 7.3 Earning assets 8,630.4 8,224.0 4.9 Core deposits 4,831.2 4,395.2 9.9 Stockholders' equity 913.6 811.8 12.5 STATISTICS AND RATIOS (NET INCOME ANNUALIZED) Return on average stockholders' equity 17.80% 17.69% 0.6 Return on average assets 1.72% 1.61% 6.8 Net interest margin (taxable equivalent) 3.64% 3.53% 3.1 Dividend payout ratio 48.13% 50.14% (4.0) Full-time equivalent headcount 2,462 2,340 5.2
WILMINGTON TRUST CORPORATION QUARTERLY SUMMARY As of and for the three months ended March 31, 2005 QUARTERLY INCOME STATEMENT
Three Months Ended --------------------------------------------------------------------------- % Change From: -------------------- Mar. 31, Dec. 31, Sept.30, June 30, Mar. 31, Prior Prior (in millions) 2005 2004 2004 2004 2004 Quarter Year - ---------------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME Interest income $112.9 $106.1 $ 97.8 $ 91.6 $ 91.0 6.4 24.1 Interest expense 35.3 29.7 23.8 19.4 19.2 18.9 83.9 - ----------------------------------------------------------------------------------------------------------- Net interest income 77.6 76.4 74.0 72.2 71.8 1.6 8.1 Provision for loan losses (3.1) (4.0) (2.9) (3.2) (5.5) (22.5) (43.6) - ----------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 74.5 72.4 71.1 69.0 66.3 2.9 12.4 -------------------------------------------------- NONINTEREST INCOME Advisory fees: Wealth Advisory Services Trust and investment advisory fees 29.6 29.1 27.4 26.9 26.9 1.7 10.0 Mutual fund fees 4.8 4.9 5.0 4.9 5.2 (2.0) (7.7) Planning and other services 9.1 7.5 4.6 5.6 7.6 21.3 19.7 - ----------------------------------------------------------------------------------------------------------- Total Wealth Advisory Services 43.5 41.5 37.0 37.4 39.7 4.8 9.6 -------------------------------------------------- Corporate Client Services Capital markets services 7.6 7.8 7.1 8.3 7.8 (2.6) (2.6) Entity management services 5.9 5.8 5.8 5.4 5.5 1.7 7.3 Retirement services 3.2 3.0 2.9 3.2 2.8 6.7 14.3 Cash management services 1.3 1.4 1.4 1.5 1.8 (7.1) (27.8) - ----------------------------------------------------------------------------------------------------------- Total Corporate Client Services 18.0 18.0 17.2 18.4 17.9 -- 0.6 -------------------------------------------------- Cramer Rosenthal McGlynn 4.3 3.9 2.5 2.5 2.1 10.3 104.8 Roxbury Capital Management 0.3 0.9 0.3 0.2 0.2 (66.7) 50.0 - ----------------------------------------------------------------------------------------------------------- Advisory fees 66.1 64.3 57.0 58.5 59.9 2.8 10.4 Amortization of affiliate other intangibles (1.0) (1.0) (0.6) (0.5) (0.4) -- 150.0 - ----------------------------------------------------------------------------------------------------------- Advisory fees after amortization of affiliate other intangibles 65.1 63.3 56.4 58.0 59.5 2.8 9.4 -------------------------------------------------- Service charges on deposit accounts 6.7 7.4 7.8 8.1 8.2 (9.5) (18.3) Other noninterest income 4.8 4.8 4.6 4.1 5.0 -- (4.0) Securities gains/(losses) 0.8 (1.1) 0.6 -- -- -- -- - ----------------------------------------------------------------------------------------------------------- Total noninterest income 77.4 74.4 69.4 70.2 72.7 4.0 6.5 -------------------------------------------------- Net interest and noninterest income 151.9 146.8 140.5 139.2 139.0 3.5 9.3 -------------------------------------------------- NONINTEREST EXPENSE Salaries and wages 32.9 36.1 33.8 32.4 32.4 (8.9) 1.5 Incentives and bonuses 8.8 7.6 7.1 6.4 8.3 15.8 6.0 Employment benefits 12.5 9.5 10.3 10.0 10.9 31.6 14.7 Net occupancy 5.7 5.6 5.2 5.0 5.3 1.8 7.5 Furniture, equipment, and supplies 8.4 8.6 8.1 7.8 7.6 (2.3) 10.5 Other noninterest expense: Advertising and contributions 2.1 2.3 1.9 2.8 1.6 (8.7) 31.3 Servicing and consulting fees 5.4 5.6 5.9 5.0 4.6 (3.6) 17.4 Travel, entertainment, and training 1.7 2.4 2.2 2.3 1.7 (29.2) -- Originating and processing fees 2.2 2.8 2.1 2.0 2.1 (21.4) 4.8 Other expense 9.6 11.0 10.3 8.7 8.7 (12.7) 10.3 - ----------------------------------------------------------------------------------------------------------- Total other noninterest expense 21.0 24.1 22.4 20.8 18.7 (12.9) 12.3 -------------------------------------------------- Total noninterest expense 89.3 91.5 86.9 82.4 83.2 (2.4) 7.3 -------------------------------------------------- Income before income taxes and minority interest 62.6 55.3 53.6 56.8 55.8 13.2 12.2 Applicable income taxes 22.5 19.9 19.2 19.9 19.8 13.1 13.6 - ----------------------------------------------------------------------------------------------------------- Net income before minority interest 40.1 35.4 34.4 36.9 36.0 13.3 11.4 Minority interest -- -- -- 0.4 0.3 -- (100.0) - ----------------------------------------------------------------------------------------------------------- Net income $ 40.1 $ 35.4 $ 34.4 $ 36.5 $ 35.7 13.3 12.3 ==================================================
WILMINGTON TRUST CORPORATION QUARTERLY SUMMARY As of and for the three months ended March 31, 2005 STATEMENT OF CONDITION
% Change From ----------------- Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, Prior Prior (in millions) 2005 2004 2004 2004 2004 Quarter Year - ---------------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 158.0 $ 248.6 $ 217.7 $ 402.6 $ 193.5 (36.4) (18.3) -------------------------------------------------------- Federal funds sold and securities purchased under agreements to resell 131.4 63.3 332.1 67.5 151.5 107.6 (13.3) -------------------------------------------------------- Investment securities: U.S. Treasury and government agencies 452.8 441.3 447.1 416.9 468.1 2.6 (3.3) Obligations of state and political subdivisions 11.8 12.4 12.7 14.0 14.3 (4.8) (17.5) Preferred stock 97.1 99.9 122.9 121.4 121.2 (2.8) (19.9) Mortgage-backed securities 946.5 929.2 957.5 950.1 1,038.2 1.9 (8.8) Other securities 323.0 330.5 323.8 327.8 301.5 (2.3) 7.1 - ------------------------------------------------------------------------------------------------------------- Total investment securities 1,831.2 1,813.3 1,864.0 1,830.2 1,943.3 1.0 (5.8) -------------------------------------------------------- Loans: Commercial, financial, and agricultural 2,519.0 2,505.2 2,428.6 2,408.7 2,338.8 0.6 7.7 Real estate - construction 821.9 735.4 759.0 695.9 733.0 11.8 12.1 Mortgage - commercial 1,240.2 1,246.8 1,186.6 1,195.8 1,144.5 (0.5) 8.4 - ------------------------------------------------------------------------------------------------------------- Total commercial loans 4,581.1 4,487.4 4,374.2 4,300.4 4,216.3 2.1 8.7 -------------------------------------------------------- Mortgage - residential 428.3 431.3 439.8 447.6 471.9 (0.7) (9.2) Consumer 1,255.7 1,239.6 1,182.6 1,132.1 1,073.7 1.3 17.0 Secured with liquid collateral 594.5 604.7 619.4 603.1 609.1 (1.7) (2.4) - ------------------------------------------------------------------------------------------------------------- Total retail loans 2,278.5 2,275.6 2,241.8 2,182.8 2,154.7 0.1 5.7 -------------------------------------------------------- Total loans net of unearned income 6,859.6 6,763.0 6,616.0 6,483.2 6,371.0 1.4 7.7 Reserve for loan losses (90.4) (89.7) (91.3) (92.5) (91.2) 0.8 (0.9) - ------------------------------------------------------------------------------------------------------------- Net loans 6,769.2 6,673.3 6,524.7 6,390.7 6,279.8 1.4 7.8 -------------------------------------------------------- Premises and equipment 148.4 150.3 151.5 152.5 151.4 (1.3) (2.0) Goodwill 336.9 337.0 325.6 268.7 256.0 -- 31.6 Other intangibles 42.7 43.8 34.6 28.7 23.6 (2.5) 80.9 Other assets 157.6 180.6 180.7 148.7 171.3 (12.7) (8.0) - ------------------------------------------------------------------------------------------------------------- Total assets $9,575.4 $9,510.2 $9,630.9 $9,289.6 $9,170.4 0.7 4.4 ======================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing demand $1,012.4 $1,118.8 $1,167.5 $1,207.2 $1,054.6 (9.5) (4.0) Interest-bearing: Savings 356.5 355.5 358.1 373.4 379.0 0.3 (5.9) Interest-bearing demand 2,366.9 2,442.5 2,342.4 2,296.5 2,275.4 (3.1) 4.0 Certificates under $100,000 782.6 765.4 762.3 762.7 769.3 2.2 1.7 Local certificates $100,000 and over 387.5 305.4 181.1 155.5 137.6 26.9 181.6 - ------------------------------------------------------------------------------------------------------------- Total core deposits 4,905.9 4,987.6 4,811.4 4,795.3 4,615.9 (1.6) 6.3 National certificates $100,000 and over 1,985.2 1,884.3 2,177.9 1,627.0 2,243.0 5.4 (11.5) - ------------------------------------------------------------------------------------------------------------- Total deposits 6,891.1 6,871.9 6,989.3 6,422.3 6,858.9 0.3 0.5 -------------------------------------------------------- Short-term borrowings: Federal funds purchased and securities sold under agreements to repurchase 1,215.5 1,120.2 1,111.6 1,434.9 885.5 8.5 37.3 U.S. Treasury demand 4.0 37.1 78.6 64.1 18.6 (89.2) (78.5) - ------------------------------------------------------------------------------------------------------------- Total short-term borrowings 1,219.5 1,157.3 1,190.2 1,499.0 904.1 5.4 34.9 -------------------------------------------------------- Other liabilities 153.1 167.0 150.2 142.5 152.0 (8.3) 0.7 Long-term debt 400.3 408.6 410.7 398.0 418.6 (2.0) (4.4) - ------------------------------------------------------------------------------------------------------------- Total liabilities 8,664.0 8,604.8 8,740.4 8,461.8 8,333.6 0.7 4.0 -------------------------------------------------------- Minority interest 0.2 0.1 -- 1.4 1.0 100.0 (80.0) Stockholders' equity 911.2 905.3 890.5 826.4 835.8 0.7 9.0 - ------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $9,575.4 $9,510.2 $9,630.9 $9,289.6 $9,170.4 0.7 4.4 ========================================================
WILMINGTON TRUST CORPORATION QUARTERLY SUMMARY As of and for the three months ended March 31, 2005 AVERAGE STATEMENT OF CONDITION
% Change From 2005 2004 2004 2004 2004 ------------------ First Fourth Third Second First Prior Prior (in millions) Quarter Quarter Quarter Quarter Quarter Quarter Year - -------------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 226.5 $ 224.9 $ 226.0 $ 203.8 $ 193.9 0.7 16.8 ---------------------------------------------------- Federal funds sold and securities purchased under agreements to resell 20.2 33.7 28.5 16.3 16.8 (40.1) 20.2 ---------------------------------------------------- Investment securities: U.S. Treasury and government agencies 440.9 459.7 449.6 430.0 465.3 (4.1) (5.2) Obligations of state and political subdivisions 11.9 12.5 12.7 14.2 14.7 (4.8) (19.0) Preferred stock 99.3 122.5 121.2 119.5 120.3 (18.9) (17.5) Mortgage-backed securities 960.5 936.5 960.4 989.4 1,008.8 2.6 (4.8) Other securities 328.1 319.1 322.2 305.9 289.4 2.8 13.4 - ---------------------------------------------------------------------------------------------------------- Total investment securities 1,840.7 1,850.3 1,866.1 1,859.0 1,898.5 (0.5) (3.0) ---------------------------------------------------- Loans: Commercial, financial, and agricultural 2,512.9 2,407.3 2,403.3 2,361.1 2,325.2 4.4 8.1 Real estate - construction 760.2 749.1 718.1 735.2 725.0 1.5 4.9 Mortgage - commercial 1,233.6 1,215.0 1,186.4 1,169.2 1,103.1 1.5 11.8 - ---------------------------------------------------------------------------------------------------------- Total commercial loans 4,506.7 4,371.4 4,307.8 4,265.5 4,153.3 3.1 8.5 ---------------------------------------------------- Mortgage - residential 427.5 434.3 440.2 459.3 481.7 (1.6) (11.3) Consumer 1,234.6 1,202.4 1,164.1 1,097.6 1,071.1 2.7 15.3 Secured with liquid collateral 600.7 613.8 616.8 597.6 602.6 (2.1) (0.3) - ---------------------------------------------------------------------------------------------------------- Total retail loans 2,262.8 2,250.5 2,221.1 2,154.5 2,155.4 0.5 5.0 ---------------------------------------------------- Total loans net of unearned income 6,769.5 6,621.9 6,528.9 6,420.0 6,308.7 2.2 7.3 Reserve for loan losses (89.0) (89.7) (92.3) (90.0) (89.1) (0.8) (0.1) - ---------------------------------------------------------------------------------------------------------- Net loans 6,680.5 6,532.2 6,436.6 6,330.0 6,219.6 2.3 7.4 ---------------------------------------------------- Premises and equipment 150.2 151.4 152.9 151.9 151.9 (0.8) (1.1) Goodwill 337.0 337.7 325.4 256.1 243.2 (0.2) 38.6 Other intangibles 43.3 41.8 35.1 23.5 23.7 3.6 82.7 Other assets 171.0 174.9 159.6 159.4 167.5 (2.2) 2.1 - ---------------------------------------------------------------------------------------------------------- Total assets $9,469.4 $9,346.9 $9,230.2 $9,000.0 $8,915.1 1.3 6.2 ==================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing demand $ 959.3 $1,016.6 $ 959.7 $ 890.6 $ 842.0 (5.6) 13.9 Interest-bearing: Savings 354.5 356.6 368.4 379.5 372.1 (0.6) (4.7) Interest-bearing demand 2,373.4 2,360.3 2,297.1 2,319.4 2,267.0 0.6 4.7 Certificates under $100,000 773.9 767.2 763.9 762.7 779.3 0.9 (0.7) Local certificates $100,000 and over 370.1 252.6 189.0 133.5 134.8 46.5 174.6 - ---------------------------------------------------------------------------------------------------------- Total core deposits 4,831.2 4,753.3 4,578.1 4,485.7 4,395.2 1.6 9.9 National certificates $100,000 and over 1,940.4 2,017.3 1,937.1 1,980.9 2,223.9 (3.8) (12.7) - ---------------------------------------------------------------------------------------------------------- Total deposits 6,771.6 6,770.6 6,515.2 6,466.6 6,619.1 -- 2.3 ---------------------------------------------------- Short-term borrowings: Federal funds purchased and securities sold under agreements to repurchase 1,197.9 1,103.3 1,289.8 1,139.5 893.0 8.6 34.1 U.S. Treasury demand 8.5 10.0 3.8 12.4 11.8 (15.0) (28.0) - ---------------------------------------------------------------------------------------------------------- Total short-term borrowings 1,206.4 1,113.3 1,293.6 1,151.9 904.8 8.4 33.3 ---------------------------------------------------- Other liabilities 170.4 158.7 147.0 151.3 168.3 7.4 1.2 Long-term debt 407.3 409.9 403.2 405.3 410.8 (0.6) (0.9) - ---------------------------------------------------------------------------------------------------------- Total liabilities 8,555.7 8,452.5 8,359.0 8,175.1 8,103.0 1.2 5.6 ---------------------------------------------------- Minority interest 0.1 0.1 -- 1.0 0.3 -- (66.7) Stockholders' equity 913.6 894.3 871.2 823.9 811.8 2.2 12.5 - ---------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $9,469.4 $9,346.9 $9,230.2 $9,000.0 $8,915.1 1.3 6.2 ====================================================
WILMINGTON TRUST CORPORATION QUARTERLY SUMMARY As of and for the three months ended March 31, 2005 YIELDS AND RATES
2005 2004 2004 2004 2004 First Fourth Third Second First YIELDS/RATES (TAX-EQUIVALENT BASIS) Quarter Quarter Quarter Quarter Quarter - ------------------------------------------------------------------------------------------------------------------------------- EARNING ASSETS: FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL 2.16% 1.94% 1.48% 1.09% 1.01% U.S. Treasury and government agencies 3.53 3.62 3.53 3.50 3.44 Obligations of state and political subdivisions 8.76 8.80 8.75 8.71 8.55 Preferred stock 7.04 7.40 7.42 7.42 7.42 Mortgage-backed securities 4.09 4.06 4.08 3.94 4.12 Other securities 4.12 3.69 3.04 3.07 2.79 TOTAL INVESTMENT SECURITIES 4.14 4.14 4.02 3.96 3.99 Commercial, financial, and agricultural 5.46 5.02 4.51 4.20 4.16 Real estate - construction 6.06 5.38 4.93 4.46 4.42 Mortgage - commercial 5.82 5.38 4.85 4.76 4.82 TOTAL COMMERCIAL LOANS 5.66 5.18 4.67 4.40 4.38 Mortgage - residential 5.87 5.97 6.02 6.05 6.08 Consumer 6.13 5.98 5.84 5.92 6.04 Secured with liquid collateral 3.90 3.39 2.93 2.49 2.51 TOTAL RETAIL LOANS 5.49 5.27 5.07 5.00 5.06 TOTAL LOANS 5.60 5.21 4.81 4.60 4.61 TOTAL EARNING ASSETS 5.28 4.97 4.62 4.45 4.46 FUNDS USED TO SUPPORT EARNING ASSETS: Savings 0.25 0.26 0.21 0.13 0.13 Interest-bearing demand 0.77 0.74 0.52 0.37 0.37 Certificates under $100,000 2.17 2.07 1.95 1.95 2.12 Local certificates $100,000 and over 2.47 2.05 1.40 1.54 1.44 CORE INTEREST-BEARING DEPOSITS 1.16 1.05 0.84 0.72 0.77 National certificates $100,000 and over 2.47 1.92 1.48 1.16 1.13 TOTAL INTEREST-BEARING DEPOSITS 1.60 1.36 1.06 0.88 0.91 Federal funds purchased and securities sold under agreements to repurchase 2.55 2.05 1.62 1.35 1.37 U.S. Treasury demand 2.06 1.64 1.54 0.80 0.77 TOTAL SHORT-TERM BORROWINGS 2.55 2.04 1.62 1.34 1.37 Long-term debt 4.37 3.97 3.44 3.21 2.81 TOTAL INTEREST-BEARING LIABILITIES 1.91 1.61 1.29 1.08 1.08 TOTAL FUNDS USED TO SUPPORT EARNING ASSETS 1.64 1.38 1.11 0.93 0.93 NET INTEREST MARGIN (TAX-EQUIVALENT BASIS) 3.64 3.59 3.51 3.52 3.53 YEAR-TO-DATE NET INTEREST MARGIN 3.64 3.57 3.52 3.52 3.53 Prime rate 5.44 4.94 4.42 4.00 4.00 Tax-equivalent net interest income (in millions) $ 78.5 $ 77.5 $ 75.0 $ 73.4 $ 72.9 AVERAGE EARNING ASSETS 8,630.4 8,505.9 8,423.5 8,295.3 8,224.0
Average rates are calculated using average balances based on historical cost and do not reflect market valuation adjustments. As of and for the three months ended March 31, 2005 SUPPLEMENTAL INFORMATION
Three Months Ended -------------------------------------------------------------------------- % Change From: ---------------- Prior Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, Prior Year 2005 2004 2004 2004 2004 Quarter Quarter - ------------------------------------------------------------------------------------------------------------------------------- NET INCOME Net income per share Basic $ 0.59 $ 0.53 $ 0.51 $ 0.55 $ 0.54 11.3 9.3 Diluted 0.59 0.52 0.50 0.54 0.53 13.5 11.3 Weighted average shares outstanding (in thousands) Basic 67,480 67,379 67,321 66,309 66,160 Diluted 68,233 68,238 68,468 67,454 67,493 Net income as a percentage of: Average assets 1.72% 1.51% 1.48% 1.63% 1.61% Average stockholders' equity 17.80 15.75 15.71 17.82 17.69 ASSETS UNDER MANAGEMENT * (IN BILLIONS) Wilmington Trust $ 26.5 $ 26.5 $ 24.6 $ 24.3 $ 24.3 -- 9.1 Roxbury Capital Management 2.8 3.1 2.9 3.2 3.4 (9.7) (17.6) Cramer Rosenthal McGlynn 7.2 6.9 5.8 5.5 5.1 4.3 41.2 - ------------------------------------------------------------------------------------------------------------ Combined assets under management $ 36.5 $ 36.5 $ 33.3 $ 33.0 $ 32.8 -- 11.3 ======================================================= * Assets under management include estimates for values associated with certain assets that lack readily ascertainable values, such as limited partnership interests. Full-time equivalent headcount 2,462 2,428 2,375 2,356 2,340 CAPITAL (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Average stockholders' equity $ 913.6 $ 894.3 $ 871.2 $ 823.9 $ 811.8 2.2 12.5 Period-end primary capital 1,001.6 995.0 981.8 918.9 927.0 0.7 8.0 Per share: Book value 13.49 13.43 13.22 12.45 12.59 0.4 7.1 Quarterly dividends declared 0.285 0.285 0.285 0.285 0.27 -- 5.6 Year-to-date dividends declared 0.285 1.125 0.84 0.555 0.27 Average stockholders' equity to assets 9.65% 9.57% 9.44% 9.15% 9.11% Total risk-based capital ratio 12.05 11.60 11.97 12.55 12.75 Tier 1 risk-based capital ratio 7.24 6.94 7.17 7.53 7.66 Tier 1 leverage capital ratio 6.10 5.92 6.04 6.30 6.39 CREDIT QUALITY (IN MILLIONS) Period-end reserve for loan losses $ 90.4 $ 89.7 $ 91.3 $ 92.5 $ 91.2 Period-end nonperforming assets: Nonaccrual 39.5 56.4 60.7 41.8 40.6 OREO 0.2 0.2 0.2 0.2 1.1 Renegotiated loans 5.1 5.2 -- -- -- Period-end past due 90 days 3.2 5.5 7.6 5.0 6.2 Gross charge-offs 3.5 6.4 5.8 3.5 5.4 Recoveries 1.1 0.8 1.7 1.6 1.2 Net charge-offs 2.4 5.6 4.1 1.9 4.2 Year-to-date net charge-offs 2.4 15.8 10.2 6.2 4.2 Ratios: Period-end reserve to loans 1.32% 1.33% 1.38% 1.43% 1.43% Period-end non-performing assets to loans 0.65 0.91 0.92 0.65 0.65 Period-end loans past due 90 days to total loans 0.05 0.08 0.11 0.08 0.10 Net charge-offs to average loans 0.04 0.08 0.06 0.03 0.07 INTERNAL RISK RATING Pass 96.91% 96.58% 96.74% 96.24% 95.90% Watchlisted 1.95 1.82 1.81 2.19 2.64 Substandard 0.90 1.35 1.21 1.31 1.21 Doubtful 0.24 0.25 0.24 0.26 0.25
WILMINGTON TRUST CORPORATION QUARTERLY SUMMARY As of and for the three months ended March 31, 2005 QUARTERLY BUSINESS SEGMENT REPORT
Three Months Ended --------------------------------------------------------------- Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, (in millions) 2005 2004 2004 2004 2004 - ------------------------------------------------------------------------------------------------------------------- REGIONAL BANKING Net interest income $ 71.4 $ 70.1 $ 68.5 $ 64.7 $ 63.9 Provision for loan losses (2.8) (3.9) (3.2) (3.1) (5.3) Noninterest income 12.3 11.0 13.0 12.1 13.3 Noninterest expense 35.7 36.9 36.1 34.0 34.4 - ------------------------------------------------------------------------------------------------------------------- Income before taxes & minority interest 45.2 40.3 42.2 39.7 37.5 -------------------------------------------------------------- WEALTH ADVISORY SERVICES Net interest income $ 5.5 $ 5.0 $ 4.7 $ 6.4 $ 6.7 Provision for loan losses (0.3) (0.1) 0.3 (0.1) (0.2) Noninterest income 40.4 38.5 34.4 34.9 36.8 Noninterest expense 36.3 37.0 33.2 32.2 33.4 - ------------------------------------------------------------------------------------------------------------------- Income before taxes & minority interest 9.3 6.4 6.2 9.0 9.9 -------------------------------------------------------------- CORPORATE CLIENT SERVICES Net interest income $ 2.8 $ 3.1 $ 2.3 $ 2.2 $ 2.6 Provision for loan losses -- -- -- -- -- Noninterest income 20.2 20.3 19.4 20.7 20.3 Noninterest expense 17.3 17.6 17.6 16.2 15.4 - ------------------------------------------------------------------------------------------------------------------- Income before taxes & minority interest 5.7 5.8 4.1 6.7 7.5 -------------------------------------------------------------- AFFILIATE MANAGERS * Net interest income $ (2.1) $ (1.8) $ (1.5) $ (1.1) $ (1.4) Provision for loan losses -- -- -- -- -- Noninterest income 4.5 4.6 2.6 2.5 2.3 Noninterest expense -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------- Income before taxes & minority interest 2.4 2.8 1.1 1.4 0.9 -------------------------------------------------------------- TOTAL WILMINGTON TRUST CORPORATION Net interest income $ 77.6 $ 76.4 $ 74.0 $ 72.2 $ 71.8 Provision for loan losses (3.1) (4.0) (2.9) (3.2) (5.5) Noninterest income 77.4 74.4 69.4 70.2 72.7 Noninterest expense 89.3 91.5 86.9 82.4 83.2 -------------------------------------------------------------- Income before taxes & minority interest $ 62.6 $ 55.3 $ 53.6 $ 56.8 $ 55.8 ==============================================================
* Affiliate managers comprise Cramer Rosenthal McGlynn and Roxbury Capital Management. Segment data for prior periods may differ from previously published figures due to changes in reporting methodology and/or organizational structure. WILMINGTON TRUST CORPORATION QUARTERLY SUMMARY As of and for the three months ended March 31, 2005 YEAR-TO-DATE BUSINESS SEGMENT REPORT
Three Months Ended ------------------------------------------------- Mar. 31, Mar. 31, $ % (in millions) 2005 2004 Change Change - ------------------------------------------------------------------------------------------------------ REGIONAL BANKING Net interest income $ 71.4 $ 63.9 $ 7.5 11.7 % Provision for loan losses (2.8) (5.3) (2.5) (47.2) Noninterest income 12.3 13.3 (1.0) (7.5) Noninterest expense 35.7 34.4 1.3 3.8 - ------------------------------------------------------------------------------------------------------ Income before taxes & minority interest 45.2 37.5 7.7 20.5 WEALTH ADVISORY SERVICES Net interest income $ 5.5 $ 6.7 $ (1.2) (17.9)% Provision for loan losses (0.3) (0.2) 0.1 50.0 Noninterest income 40.4 36.8 3.6 9.8 Noninterest expense 36.3 33.4 2.9 8.7 - ------------------------------------------------------------------------------------------------------ Income before taxes & minority interest 9.3 9.9 (0.6) (6.1) CORPORATE CLIENT SERVICES Net interest income $ 2.8 $ 2.6 $ 0.2 7.7 % Provision for loan losses -- -- -- -- Noninterest income 20.2 20.3 (0.1) (0.5) Noninterest expense 17.3 15.4 1.9 12.3 - ------------------------------------------------------------------------------------------------------ Income before taxes & minority interest 5.7 7.5 (1.8) (24.0) AFFILIATE MANAGERS * Net interest income $ (2.1) $ (1.4) $ (0.7) (50.0)% Provision for loan losses -- -- -- -- Noninterest income 4.5 2.3 2.2 95.7 Noninterest expense -- -- -- -- - ------------------------------------------------------------------------------------------------------ Income before taxes & minority interest 2.4 0.9 1.5 166.7 TOTAL WILMINGTON TRUST CORPORATION Net interest income $ 77.6 $ 71.8 $ 5.8 8.1 % Provision for loan losses (3.1) (5.5) (2.4) (43.6) Noninterest income 77.4 72.7 4.7 6.5 Noninterest expense 89.3 83.2 6.1 7.3 - ------------------------------------------------------------------------------------------------------ Income before taxes & minority interest $ 62.6 $ 55.8 $ 6.8 12.2 ===============================================
* Affiliate managers comprise Cramer Rosenthal McGlynn and Roxbury Capital Management. Segment data for prior periods may differ from previously published figures due to changes in reporting methodology and/or organizational structure. -----END PRIVACY-ENHANCED MESSAGE-----