-----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, TAqndTqANesoarsuo8NUlf6NXxFZWR8JoxykYMQAi6sf/TzNFdNcSXnC1lf11HvV Pt5XQ5wgYmUjANn/YXIZDQ== 0000893220-06-001491.txt : 20060628 0000893220-06-001491.hdr.sgml : 20060628 20060628142752 ACCESSION NUMBER: 0000893220-06-001491 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060628 DATE AS OF CHANGE: 20060628 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: 06929573 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 w22482e11vkza.txt FORM 11-K/A 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, 2005 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, 2005, the names and addresses of those funds were the following: Fidelity Advisor Equity Growth Institutional Account Fidelity Advisor Diversified International Fund 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 Wilmington Large-Cap Growth Fund Wilmington Large-Cap Value Fund Wilmington Large-Cap Core Fund Wilmington Small-Cap Core Fund Wilmington Multi-Manager International Fund Wilmington Broad Market Bond Fund Wilmington Multi-Manager Large-Cap Fund Wilmington Multi-Manager Mid-Cap Fund Wilmington Multi-Manager Small-Cap Fund Wilmington Multi-Manager Real Estate Securities Fund Wilmington Stable Value Fund Wilmington Trust Corporation Stock Fund Rodney Square North 1100 North Market Street Wilmington, DE 19890 2. (a) The written consent of the independent registered public accounting firm with respect to the financial statements for the Thrift Savings Plan is attached hereto as Exhibit 23. (b) The financial statements required to be filed for the Thrift Savings Plan, which qualifies under the Employee Retirement Income Security Act of 1974 ("ERISA"), are attached hereto as Exhibit 99. 1 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, 2006. /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/ Kevyn N. Rakowski (SEAL) ---------------------------------- Kevyn N. Rakowski /s/ Diane M. Sparks (SEAL) ---------------------------------- Diane M. Sparks 2 EXHIBIT INDEX
PAGE EXHIBIT EXHIBIT NUMBER - ------- ------- ------ 23 Consent of independent registered public accounting firm 5 99 Financial statements 7
EX-23 3 w22482exv23.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 Forms S-8 of Wilmington Trust Corporation of our report dated June 27, 2006, with respect to the statements of net assets available for benefits of the Wilmington Trust Thrift Savings Plan as of December 31, 2005 and 2004, the related statement 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, 2005, which report appears in the December 31, 2005 annual report on Form 11-K/A of the Wilmington Trust Corporation. /s/ KPMG LLP Philadelphia, Pennsylvania June 27, 2006 EX-99 4 w22482exv99.txt FINANCIAL STATEMENTS FINANCIAL STATEMENTS EXHIBIT 99 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WILMINGTON TRUST THRIFT SAVINGS PLAN YEARS ENDED DECEMBER 31, 2005 AND 2004 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WILMINGTON TRUST THRIFT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Years ended December 31, 2005 and 2004
PAGE ---- FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ................. 1 Statements of Net Assets Available for Benefits ......................... 2 Statements of Changes in Net Assets Available for Benefits .............. 3 Notes to Financial Statements ........................................... 4 SUPPLEMENTAL SCHEDULE Schedule H, Line 4i - Schedule of Assets (Held At End of Year) .......... 9
KPMG KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Wilmington Trust Benefits Administrative 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, 2005 and 2004, 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also 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, 2005 and 2004, 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 statement 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, 2006 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 2005 2004 ------------ ------------ ASSETS Investments, at fair value $165,892,524 $150,776,019 Participant loans 2,915,147 2,774,392 Contributions receivable - Employer 142,661 118,718 Participants 452,715 372,045 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $169,403,047 $154,041,174 ============ ============
See notes to financial statements. 2 WILMINGTON TRUST THRIFT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31 2005 2004 ------------ ------------ ADDITIONS Investment income: Net appreciation in fair value of investments $ 9,526,976 $ 11,398,797 Interest 73 62 Dividends 2,054,845 1,599,955 Participant loan interest 156,905 151,562 ------------ ------------ 11,738,799 13,150,376 Contributions: Employer 3,630,467 3,309,679 Employee 11,225,141 10,017,354 ------------ ------------ 14,855,608 13,327,033 Transfers from other plans: Rollovers from other plans (see note G) 736,790 4,104,929 ------------ ------------ Total additions 27,331,197 30,582,338 DEDUCTIONS Benefits paid to participants 11,836,072 6,870,000 Administrative expenses 133,252 163,388 ------------ ------------ Total deductions 11,969,324 7,033,388 ------------ ------------ NET INCREASE 15,361,873 23,548,950 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 154,041,174 130,492,224 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $169,403,047 $154,041,174 ============ ============
See notes to financial statements. 3 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 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 the 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, 2005 and 2004 were 4.21% and 3.76%, respectively. The average yield and crediting interest rate for the Pooled Separate Account for the years ended December 31, 2005 and 2004 were 4.58% and 10.49%, 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 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"). 4 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 NOTE B - DESCRIPTION OF THE PLAN (CONT.) Subject to limitations of the Internal Revenue Code ("IRC"), employees may contribute 1% to 25% of their base salaries and eligible incentives. 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 contributions 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, 2005 and 2004 were $64,534 and $184,190, respectively. For 2005 and 2004, 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 to 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 are as follows: 5 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 NOTE C - INVESTMENTS (CONT.)
2005 2004 ----------- ----------- * Wilmington Stable Value Fund $21,786,224 $18,023,841 * Wilmington Trust Corporation Stock Fund 21,944,276 20,584,685 Vanguard Windsor II Fund 10,192,134 -- * Wilmington Multi-Manager International Fund 12,182,048 10,702,902 * Wilmington Broad Market Bond Fund 10,248,313 10,623,584 American Century Small Company Investment Fund 9,896,459 8,010,727 * Wilmington Small-Cap Core Fund 14,856,889 16,173,236 * Wilmington Large-Cap Value Fund 15,867,589 17,784,379 * Wilmington Large-Cap Growth Fund 15,685,914 15,134,755
* Indicates parties-in-interest. During 2005 and 2004, 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 2005 2004 ---------- ----------- Mutual Funds $6,834,272 $ 9,697,502 Pooled Separate Accounts 256,413 974,028 Wilmington Trust Corporation Stock Fund 1,597,254 84,424 Common/ Collective Trust 839,037 642,843 ---------- ----------- $9,526,976 $11,398,797 ========== ===========
6 WILMINGTON TRUST THRIFT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 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 2005 2004 ------------ ------------ Net assets available for benefits per the financial statements $169,403,047 $154,041,174 Amounts allocated to withdrawn participants (520,471) (1,133,395) ------------ ------------ Net assets available for benefits per the Form 5500 $168,882,576 $152,907,779 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended Year ended December 31, 2005 December 31, 2004 ----------------- ----------------- Benefits paid to participants per the financial statements $11,836,072 $ 6,870,000 Add: Amounts allocated on Form 5500 to withdrawn participants at December 31, 2005 and 2004, 520,471 11,133,395 respectively Less: Amounts allocated to withdrawn participants at December 31, 2004 and 2003, respectively (1,133,395) (1,028,097) ----------- ----------- Benefits paid to participants per the Form 5500 $11,223,148 $ 6,975,298 =========== ===========
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, 2005 AND 2004 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. The Company 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, 2005 and 2004. 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 for the year ended December 31, 2004 relates to rollovers from participants not related to the Balentine merger. NOTE H - RISK AND UNCERTAINTIES The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. 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 01/01/2005 TO 12/31/2005
(A) (B) (C) (D) (E) IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT BORROWER, INCLUDING MATURITY DATE, RATE OF INTEREST, LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE. SHARES / UNITS CURRENT VALUE - --- ------------------------ ------------------------------------------ -------------- ------------- Principal Life Insurance Pooled Separate Accounts 120,848 $ 5,689,576 Company PRIN LG CP STK IDX SEP ACCT * Wilmington Trust Corporate Stock - Common 1,437,066 $ 21,944,276 Corporation WILMINGTON TRUST STOCK FUND * Principal Life Insurance Common/Collective Trusts 183,348 $ 21,786,224 Company WILMINGTON STABLE VALUE FUND Principal Life Insurance Registered Investment Company Company VANGUARD WINDSOR II FUND 325,316 $ 10,192,134 Principal Life Insurance Registered Investment Company Company FIDELITY ADV EQ GROWTH INSTL 81,641 $ 4,148,183 Principal Life Insurance Registered Investment Company Company FIDELITY ADV DIV INTL FUND 330,374 $ 7,060,089 Principal Life Insurance Registered Investment Company Company AM CENTURY SM CO INV FUND 1,011,909 $ 9,896,459 Principal Life Insurance Registered Investment Company * Company WILMINGTON BROAD MARKET BOND FUND 1,057,619 $ 10,248,313 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP CORE 234,768 $ 3,838,447 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP STRATEGIC 273,371 $ 3,313,249 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP VALUE 1,501,193 $ 15,867,589 Principal Life Insurance Registered Investment Company * Company WILMINGTON MID CAP STRATEGIC 253,289 $ 3,193,965 Principal Life Insurance Registered Investment Company * Company WILMINGTON LARGE CAP GROWTH 1,414,421 $ 15,685,914 Principal Life Insurance Registered Investment Company * Company WILMINGTON REAL ESTATE PTFOLIO 237,776 $ 3,295,571 Principal Life Insurance Registered Investment Company * Company WILMINGTON SMALL CAP CORE 1,383,324 $ 14,856,889 Principal Life Insurance Registered Investment Company * Company WILMINGTON SMALL CAP STRATEGIC 197,321 $ 2,659,878 Principal Life Insurance Registered Investment Company * Company WILMINGTON MULTI-MGR INTL 1,335,753 $ 12,182,048 * Participant Loans Range of Interest Rates Rates Range From 5.25% to 10.75% 2,915,147 $ 2,915,147 * Wilmington Trust Company Savings Accounts Rates Range From .19% to .20% 33,722 $ 33,722 ------------ Total $168,807,673 ============
* Indicates parties-in-interest See accompanying Report of Independent Registered Public Accounting Firm. 9 -----END PRIVACY-ENHANCED MESSAGE-----