<PAGE> 1
FINANCIAL STATEMENTS
EXHIBIT 99.2
<PAGE> 2
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
MAY 31, 2000 AND 1999
<PAGE> 3
AUDITED FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
MAY 31, 2000 and 1999
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS
-------------------- PAGE
----
<S> <C>
Report of Independent Auditors .............................................. 1
Statements of Financial Condition ........................................... 2
Statements of Income and Changes In Participants' Equity .................... 3
Notes to Financial Statements ............................................... 4
</TABLE>
-i-
<PAGE> 4
REPORT OF INDEPENDENT AUDITORS
We have audited the accompanying statements of financial condition for the
Wilmington Trust Corporation 1996 Employee Stock Purchase Plan (the Plan) as of
May 31, 2000 and 1999, and the related statements of income and changes in
participants' equity for each of the three years in the period ended May 31,
2000. 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 auditing standards generally accepted
in the 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 financial condition of the Plan at May 31, 2000 and
1999, and the income and changes in its participants' equity for each of the
three years in the period ended May 31, 2000, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
August 11, 2000
<PAGE> 5
STATEMENTS OF FINANCIAL CONDITION
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
May 31 May 31
2000 1999
--------------- ---------------
<S> <C> <C>
ASSETS
Investment - interest-bearing deposits held at
Wilmington Trust Company $ 2,803,872 $ 2,746,020
=============== ===============
LIABILITIES AND PARTICIPANTS' EQUITY
Taxes withheld for participants $ 663 $ 876
Participants' equity 2,803,209 2,745,144
--------------- ---------------
Total Liabilities and Participants' Equity $ 2,803,872 $ 2,746,020
=============== ===============
</TABLE>
See notes to financial statements.
-2-
<PAGE> 6
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
Years Ended May 31
----------------------------------------------
2000 1999 1998
----------- ----------- -----------
INCOME
<S> <C> <C> <C>
Investment income - interest $ 19,436 $ 23,675 $ 31,909
----------- ----------- -----------
Total income 19,436 23,675 31,909
OTHER ADDITIONS
Contribution refund 464,216 81,423 --
Contributions from participants 2,320,220 2,640,922 2,758,765
----------- ----------- -----------
2,803,872 2,746,020 2,790,674
----------- ----------- -----------
DEDUCTIONS
Distributions to participants:
Wilmington Trust Corporation
Common Stock 2,640,922 2,758,765 2,367,027
Cash 105,098 31,909 37,126
----------- ----------- -----------
2,746,020 2,790,674 2,404,153
----------- ----------- -----------
NET (DEDUCTIONS)/ADDITIONS 57,852 (44,654) 386,521
PARTICIPANTS' EQUITY AT
BEGINNING OF YEAR 2,746,020 2,790,674 2,404,153
----------- ----------- -----------
PARTICIPANTS' EQUITY AT
END OF YEAR $ 2,803,872 $ 2,746,020 $ 2,790,674
=========== =========== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
Investments consist of interest-bearing savings accounts carried at cost, which
approximates market.
The administrative costs of the 1996 Employee Stock Purchase Plan (the "Plan")
of Wilmington Trust Corporation (the "Corporation") are paid by the Corporation.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE B -- DESCRIPTION OF PLAN
The Board of Directors of the Corporation approved the Plan on February 15,
1996. The Corporation's stockholders approved the Plan on April 18, 1996 to
commence on June 1, 1996. The Plan provides for the purchase of up to 500,000
shares of the Corporation's common stock by eligible employees through offerings
of twelve-months' duration each. For any offering period, each eligible employee
may elect to have up to the lesser of 10% of his or her annual base salary or
$21,250 deducted from his or her pay and accumulated with interest until the end
of the offering period. The minimum contribution must be an amount equal to the
offering price of five shares.
At the end of each offering period, the balance in each participant's payroll
deduction account is applied to the purchase of the largest number of full
shares of the Corporation's common stock possible without exceeding the maximum
number of shares the participant elected. The price at which the shares are
deemed to have been purchased is equal to 85% of the lesser of the last sale
price of the Corporation's common stock on the New York Stock Exchange at the
beginning or end of the offering period. Any unused balance in a participant's
account at the end of an offering period is refunded, with interest. Shares to
be purchased under the Plan are authorized shares of the Corporation.
Shares to be delivered to an employee will be registered in the employee's name.
The Corporation issued 53,786 shares of its common stock at $43.138 for the
offering period ended May 31, 2000, 52,829 shares of its common stock at $49.99
for the offering period ended May 31, 1999 and 72,325 shares of its common stock
at $38.144 for the offering period ended May 31, 1998.
The Plan had 1,297 participants at May 31, 2000, 1,420 participants at May 31,
1999 and 1,534 participants at May 31, 1998.
On February 17, 2000, the Board of Directors of the Corporation adopted the
Wilmington Trust Corporation 2000 Employee Stock Purchase Plan, which replaces
the Plan with a new plan which
-4-
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS
WILMINGTON TRUST CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTE B --CONTINUED
contains substantially the same provisions. The Corporation's stockholders
approved the new plan on May 11, 2000. The Board of Directors has the authority
to terminate or amend the new plan at any time; however, the new plan will
terminate automatically on May 31, 2004.
NOTE C -- INCOME TAX STATUS
It is the intention of the Corporation to have the Plan qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"). The provisions of the Plan accordingly
are construed so as to extend and limit participation in a manner consistent
with the requirements of Section 423 of the Code. At the time of issuance to the
individual, the difference between the purchase price and the fair market value
of the stock purchased under the Plan is not includable in the participant's
gross income for federal income tax purposes.
-5-
