-----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, Q38dBUALHfoND+QzYPoc6VJC0S2ZT75ENmdiGcdlEBNtOlBQzbIPveWUP1X7rqJT XRilnUQPR2S4o/gFCQf25Q== 0000893220-05-001502.txt : 20050628 0000893220-05-001502.hdr.sgml : 20050628 20050628121226 ACCESSION NUMBER: 0000893220-05-001502 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON TRUST CORP CENTRAL INDEX KEY: 0000872821 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 510328154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14659 FILM NUMBER: 05919426 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890-0001 BUSINESS PHONE: 3026518378 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890-0001 11-K/A 1 w10212e11vkza.txt FORM 11-K/A WILMINGTON TRUST CORPORATION FORM 11-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ______________ to ___________________ COMMISSION FILE NUMBER: 1-14659 A. Full Title of Plan: Thrift Savings Plan B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, DE 19890 1. The Thrift Savings Plan affords staff members the opportunity to acquire from time to time shares of Wilmington Trust Corporation's stock, as well as interests in funds which purchase a variety of investments from time to time and which may change from time to time. These include debt and equity securities. As of December 31, 2004, the names and addresses of those funds were the following: Fidelity Advisor Equity Growth (T) Separate Account Fidelity Advisor Diversified International Multi-Mgr I Principal Large Cap Stock Index Separate Account Vanguard Windsor II Fund American Century Small Company Investment Fund Principal Financial Group 710 9th Street Des Moines, IA 50309 The Wilmington Large Cap Growth Portfolio The Wilmington Large Cap Value Portfolio The Wilmington Large Cap Core Portfolio The Wilmington Small Cap Core Portfolio The Wilmington International Multi-Manager Portfolio The Wilmington Broad Market Bond Portfolio The Wilmington Large Cap Strategic Allocation Fund The Wilmington Mid Cap Strategic Allocation Fund The Wilmington Small Cap Strategic Allocation Fund The Wilmington Real Estate Portfolio The Stable Value Fund The Wilmington Trust Corporation Common Stock Fund Rodney Square North 1100 North Market Street Wilmington, DE 19890 2. (a) The written consent of the independent registered public accounting firm with respect to the financial statements for the Thrift Savings Plan is attached hereto as Exhibit 23. (b) The financial statements required to be filed for the Thrift Savings Plan, which qualifies under the Employee Retirement Income Security Act of 1974 ("ERISA"), are attached hereto as Exhibit 99. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the following individuals, who administer the Thrift Savings Plan, have signed this Form 11-K/A as of June 28, 2005. /s/ David R. Gibson (SEAL) ------------------------------------ David R. Gibson, Chairperson /s/ Peter W. Atwater (SEAL) ------------------------------------ Peter W. Atwater /s/ Rebecca A. DePorte (SEAL) ------------------------------------ Rebecca A. DePorte /s/ Michael A. DiGregorio (SEAL) ------------------------------------ Michael A. DiGregorio /s/ William J. Farrell II (SEAL) ------------------------------------ William J. Farrell II /s/ I. Gail Howard (SEAL) ------------------------------------ I. Gail Howard /s/ Gerald F. Sopp (SEAL) ------------------------------------ Gerald F. Sopp /s/ Diane M. Sparks (SEAL) ------------------------------------ Diane M. Sparks 2 EXHIBIT INDEX
EXHIBIT EXHIBIT PAGE NUMBER - ------- ------- ----------- Consent of independent registered public accounting firm 23 5 99 Financial statements 7
EX-23 3 w10212exv23.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Wilmington Trust Corporation: We consent to the incorporation by reference in the registration statements (Nos. 333-124248, 333-69479, and 33-43675) on Form S-8 of Wilmington Trust Corporation of our report dated June 27, 2005, with respect to the statements of net assets available for benefits of the Wilmington Trust Thrift Savings Plan as of December 31, 2004, and 2003, and the related statements of changes in net assets available for benefits for the years then ended, and the related supplemental schedule of assets (held at end of year) as of December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K/A of Wilmington Trust Corporation. /s/ KPMG LLP Philadelphia, Pennsylvania June 27, 2005 EX-99 4 w10212exv99.txt FINANCIAL STATEMENTS FINANCIAL STATEMENTS EXHIBIT 99 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WILMINGTON TRUST THRIFT SAVINGS PLAN YEARS ENDED DECEMBER 31, 2004 AND 2003 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WILMINGTON TRUST THRIFT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Years ended December 31, 2004 and 2003
FINANCIAL STATEMENTS PAGE - -------------------- ---- Report of Independent Registered Public Accounting Firm ................................... 1 Statements of Net Assets Available for Benefits ........................................... 2 Statements of Changes in Net Assets Available for Benefits ................................ 3 Notes to Financial Statements ............................................................. 4 SUPPLEMENTAL SCHEDULE Schedule H, Line 4i - Schedule of Assets (Held at End of Year) ............................ 9
KPMG KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Wilmington Trust Benefits Administration Committee: We have audited the accompanying statements of net assets available for benefits of Wilmington Trust Thrift Savings Plan (the Plan) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003 and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Philadelphia, PA June 27, 2005 KPMG, LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. WILMINGTON TRUST THRIFT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31 2004 2003 ---- ---- ASSETS Investments, at fair value $ 150,776,019 $ 127,518,384 Participant loans 2,774,392 2,622,477 Contributions receivable - Employer 118,718 86,348 Participants 372,045 265,015 ----------------- ------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 154,041,174 $ 130,492,224 ----------------- -------------------
See notes to financial statements. 2 WILMINGTON TRUST THRIFT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31 2004 2003 -------------- --------------- ADDITIONS Investment income: Net appreciation in fair value of investments $ 11,398,797 $ 20,269,203 Interest 62 69 Dividends 1,599,955 1,163,787 Participant loan interest 151,562 149,469 -------------- --------------- 13,150,376 21,582,528 Contributions: Employer 3,309,679 3,208,380 Employee 10,017,354 9,386,441 -------------- --------------- 13,327,033 12,594,821 Transfers from other plans: Rollovers from other plans (see note G) 4,104,929 812,433 -------------- --------------- Total additions 30,582,338 34,989,782 DEDUCTIONS Benefits paid to participants 6,870,000 4,789,046 Administrative expenses 163,388 61,870 -------------- --------------- Total deductions 7,033,388 4,850,916 -------------- --------------- NET INCREASE 23,548,950 30,138,866 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 130,492,224 100,353,358 -------------- --------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 154,041,174 $ 130,492,224 ============== ===============
See notes to financial statements. 3 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE A - SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Wilmington Trust Thrift Savings Plan (the Plan) are maintained on the accrual basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Investments are stated at estimated fair value on statements of net assets available for benefits. The Wilmington Stable Value Fund (the "Stable Value Fund") and the Principal Large Cap Stock Index Separate Account (the "Pooled Separate Account") are stated at contract value. The disclosures included within the audited financial statements of the Stable Value Fund and the Pooled Separate Account indicate that contract value approximates fair value. The average yield and crediting interest rate for the Stable Value Fund for the years ended December 31, 2004 and 2003 were 3.76% and 3.75%, respectively. The average yield and crediting interest rate for the Pooled Separate Account for the years ended December 31, 2004 and 2003 were 10.49% and 28.18%, respectively. Fair value for the investments, other than the Stable Value Fund and Pooled Separate Account, is based on quoted market prices. Participant loans are carried at the unpaid principal balance, which approximates their fair value. Purchases and sales of securities are recorded on a trade date basis. Dividend income is recorded at the ex-dividend date. Income from other investments is recorded as earned. Amounts described in Form 5500 under the caption net gain (loss) on sale of assets and unrealized appreciation (depreciation) of assets are combined in the financial statements as net appreciation (depreciation) in fair value of investments. Benefits are recorded when paid. It is the policy of Wilmington Trust Corporation (the "Corporation") and its subsidiaries (collectively, the "Company") to reclassify prior year financial statements to conform to the current year's presentation. Such reclassifications have no effect on the Plan's net assets available for benefits. NOTE B - DESCRIPTION OF THE PLAN The Wilmington Trust Thrift Savings Plan is a defined contribution plan established January 1, 1985, which covers all full-time and part-time employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Subject to limitations of the Internal Revenue Code ("IRC"), for 2003, employees could contribute 1% to 15% of their base salaries and eligible incentives; beginning in 2004, employees could 4 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE B - DESCRIPTION OF THE PLAN (CONT.) contribute 1% to 25% of their earnings. In each case, the first 6% of each participant's pre-tax contributions are eligible for matching contributions from the Company of $.50 for each $1.00 contributed by a participant. An employee is eligible to become a participant in the Plan on the next entry date (January 1, April 1, July 1, and October 1) following the first date of employment. Participation in the Plan is voluntary and participants have the option to invest in various securities. Participants may change their investment options daily and the level of their investments quarterly. Each participant's account is credited with the participant's contribution and an allocation of the Company's contribution and Plan earnings (losses). The benefit to which a participant is entitled is that which can be provided from the participant's account. Participants are vested in the Company's matching contribution at the rate of 20% for each year of service and become 100% vested after five years of service. Participant contributions are always 100% vested. A terminating participant will forfeit the unvested portion of his or her account attributable to contributions made by the Company. Forfeitures may first be used to pay Plan expenses. Any forfeitures left after paying Plan expenses are used to offset employer contributions. Forfeitures for the years ended December 31, 2004, and 2003, were $184,190 and $56,124, respectively. For 2004 and 2003, the Company paid the expenses of the Plan, except for the investment management fees paid by the participants invested in the non-Wilmington funds. The Plan permits participants to borrow not more than the greater of one-half of their vested account balances or $50,000. All loans are subject to IRS and U.S. Department of Labor guidelines. The loans are secured by the vested balance in the participants' accounts. Interest rates on outstanding loans range from 5.25% to 10.75%. The Company has the right under the Plan to discontinue its contributions and to amend or terminate the Plan at any time. Upon termination of the Plan, the accounts of participants vest and become nonforfeitable. Additional information regarding the Plan and the operation of the Plan is available from the Human Resources Department of Wilmington Trust Company ("WTC"), a wholly-owned subsidiary of the Corporation. NOTE C - INVESTMENTS The Plan's investments are held in a trust, for which WTC is trustee. The fair value of individual investments that represent 5% or more of the Plan's net assets available for benefits as of December 31 is as follows: 5 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE C - INVESTMENTS (CONT.)
2004 2003 ----------- ----------- *Wilmington Stable Value Fund $18,023,841 $15,557,141 *Wilmington Trust Corporation Common Stock Fund 20,584,685 20,692,220 *Fidelity Adv Small Cap Sep Acct -- 5,097,192 *Wilmington International Multi-Manager Fund 10,702,902 7,270,736 *Wilmington Broad Market Bond Fund 10,623,584 10,287,390 *American Century Small Cap Investment Fund 8,010,727 -- *Wilmington Small Cap Core Fund 16,173,236 16,011,068 *Wilmington Large Cap Value Fund 17,784,379 16,121,009 *Wilmington Large Cap Growth Fund 15,134,755 16,803,500
*Indicates parties-in-interest During 2004 and 2003, the Plan's investments (including investments purchased and sold, as well as held during the year) appreciated in fair value as determined by quoted market prices as follows:
Year Ended December 31 2004 2003 ----------- ----------- Mutual Funds $ 9,697,502 $13,184,932 Pooled Separate Accounts 974,028 4,091,709 Wilmington Trust Corporation Common Stock Fund 84,424 2,599,416 Common/Collective Trust 642,843 393,146 =========== ===========
6 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE D - INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated September 3, 2004, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. NOTE E - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31 2004 2003 ------------ ------------ Net assets available for benefits per the financial statements $154,041,174 $130,492,224 Amounts allocated to withdrawn participants (1,133,395) (1,028,097) ------------ ------------ Net assets available for benefits per the Form 5500 $152,907,779 $129,464,127 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended Year ended December 31, 2004 December 31, 2003 ----------------- ----------------- Benefits paid to participants per the financial statements $ 6,870,000 $ 4,789,046 Add: Amounts allocated on Form 5500 to withdrawn participants at December 31, 2004, and 2003, respectively 1,133,395 1,028,097 Less: Amounts allocated to withdrawn participants at December 31, 2003, and 2002, respectively (1,028,097) (498,790) ----------------- ----------------- Benefits paid to participants per the Form 5500 $ 6,975,298 $ 5,318,353 ================= =================
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year end but not yet paid. 7 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE F - RELATED-PARTY TRANSACTIONS Plan investments include shares of mutual funds and common/collective trust funds managed by the Company and common stock of the Corporation. WTC is the trustee as defined by the Plan and, therefore, the transactions qualify as party-in-interest transactions. The participants pay the investment management fees associated with the non-Wilmington funds. Other fees incurred for investment management, custodial and recordkeeping services were paid by the Company for the years ended December 31, 2004 and 2003. NOTE G - PLAN MERGER Balentine & Company, LLC (Balentine) is a wholly owned subsidiary of Wilmington Trust now known as Wilmington Trust Investment Management, LLC. The Balentine 401-K plan was terminated and merged into the Plan on January 1, 2004. The Balentine 401-K plan's assets of $3,598,563 rolled into the Plan on February 13, 2004 and are included within rollovers from other plans in the Statements of Changes in Net Assets Available for Benefits. The other $506,366 of participant rollovers included within the Statement of Changes in Net Assets Available for Benefits relates to rollovers from participants not related to the Balentine merger. 8 SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) WILMINGTON TRUST THRIFT SAVINGS PLAN EIN 51 0291463 PLAN NUMBER 002 PLAN YEAR 01/01/2004 TO 12/31/2004
(A) (B) (C) (D) (E) DESCRIPTION OF INVESTMENT IDENTITY OF ISSUER, INCLUDING MATURITY DATE, RATE OF BORROWER, INTEREST, COLLATERAL, PAR OR SHARES/ LESSOR OR SIMILAR PARTY MATURITY VALUE UNITS CURRENT VALUE - ----- -------------------------- --------------------------------- --------- ---------------- Principal Life Insurance Pooled Separate Accounts * Company PRIN LG CP STK IDX SEP ACCT 128,901 $ 5,802,724 Wilmington Trust Corporate Stock - Common * Corporation WILMINGTON TRUST STOCK FUND 1,449,654 $ 20,584,685 Principal Life Insurance Common/Collective Trusts * Company WILMINGTON STABLE VALUE FUND 158,133 $ 18,023,841 Principal Life Insurance Registered Investment Company * Company VANGUARD WINDSOR II FUND 239,858 $ 7,370,844 Principal Life Insurance Registered Investment Company * Company FID ADV EQUITY GROWTH INSTL 81,647 $ 3,922,323 Principal Life Insurance Registered Investment Company * Company FID ADV DIV INTL I FUND 210,560 $ 3,975,373 Principal Life Insurance Registered Investment Company * Company AM CENTURY SMALL CAP INV FUND 786,136 $ 8,010,727 Principal Life Insurance Registered Investment Company * Company WILMINGTON BROAD MARKET BOND FUND 1,061,297 $ 10,623,584 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP CORE 176,509 $ 2,667,048 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP STRATEGIC 249,903 $ 2,988,840 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP VALUE 1,723,293 $ 17,784,379 Principal Life Insurance Registered Investment Company * Company WILMINGTON MID CAP STRATEGIC 188,593 $ 2,504,509 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP GROWTH 1,497,008 $ 15,134,755 Principal Life Insurance Registered Investment Company * Company WILMINGTON REAL ESTATE PTFOLIO 156,936 $ 2,098,232 Principal Life Insurance Registered Investment Company * Company WILMINGTON SMALL CAP CORE 1,505,888 $ 16,173,236 Principal Life Insurance Registered Investment Company * Company WILMINGTON SMALL CAP STRATEGIC 171,071 $ 2,367,623 Principal Life Insurance Registered Investment Company * Company WILMINGTON INTL MULTI-MGR 1,241,636 $ 10,702,902 Range of Interest Rates * Participant Loans Rates Range From 5.25% to 10.75% 2,774,392 $ 2,774,392 Savings Accounts * Wilmington Trust Company Rates Range From .09% to .19% 40,394 $ 40,394 --------- ---------------- Total $ 153,550,411 --------- ----------------
*Indicates parties-in-interest See accompanying Report of Independent Registered Public Accounting Firm 9 -----END PRIVACY-ENHANCED MESSAGE-----