United Bankshares, Inc. 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
REQUIRED) |
For the fiscal year ended December 31, 2006
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
REQUIRED) |
COMMISSION FILE NO. 0-13322
A. Full title of the plan and address of the plan, if different from that of issuer named below:
United Bankshares, Inc. Savings and Stock Investment Plan
B. Name of issuer of the securities held pursuant to the plan and address of its principal
executive office:
United Bankshares, Inc.
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
Form 11-K
United Bankshares, Inc.
Savings and Stock Investment Plan
Year Ended December 31, 2006
Required Information
The United Bankshares, Inc. Savings and Stock Investment Plan (the Plan) is subject to the Employee
Retirement Income Security Act of 1974, as amended (ERISA). Accordingly, in lieu of the
requirements of Items 1-3 of this section, the Plan is filing financial statements and supplemental
schedules prepared in accordance with the financial reporting requirements of ERISA. The following
financial statements and supplemental schedules, attached hereto, are filed as part of the Annual
Report:
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
4-9 |
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
Item 9(b) Exhibit: |
|
|
|
|
EX-23 |
Exhibit 23 Consent of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
United Bankshares, Inc. Plan Sponsor
We have audited the accompanying statements of net assets available for benefits (modified cash
basis) of the United Bankshares, Inc. Savings and Stock Investment Plan (the Plan) as of December
31, 2006 and 2005, and the related statement of changes in net assets available for benefits
(modified cash basis) for the year ended December 31, 2006. These financial statements are the
responsibility of the Plans 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. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
As described in Note 1, the financial statements and supplemental schedules were prepared on a
modified cash basis of accounting, which is a comprehensive basis of accounting other than U.S.
generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits (modified cash basis) of the Plan as of December
31, 2006 and 2005, and the changes in its net assets available for benefits (modified cash basis)
for the year ended December 31, 2006, on the basis of accounting described in Note 1.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedules (modified cash basis) of assets held at
December 31, 2006, and reportable transactions for the year then ended are presented for purposes
of additional analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plans management. The supplemental schedules (modified
cash basis) have been subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
June 21, 2007
1
United Bankshares, Inc.
Savings and Stock Investment Plan
Statements of Net Assets Available for Benefits
Modified Cash Basis
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2006 |
|
2005 |
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,335,924 |
|
|
$ |
3,345,581 |
|
Investments, at fair value |
|
|
38,254,158 |
|
|
|
34,054,178 |
|
Loans receivable |
|
|
37,057 |
|
|
|
43,605 |
|
|
|
|
Net assets available for benefits |
|
$ |
41,627,139 |
|
|
$ |
37,443,364 |
|
|
|
|
See accompanying notes.
2
United Bankshares, Inc.
Savings and Stock Investment Plan
Statement of Changes in Net Assets Available for Benefits
Modified Cash Basis
Year Ended December 31, 2006
|
|
|
|
|
Additions |
|
|
|
|
Investment income: |
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
2,811,984 |
|
Interest and dividends |
|
|
1,700,097 |
|
|
|
|
|
|
|
|
4,512,081 |
|
|
|
|
|
|
Contributions: |
|
|
|
|
Employees |
|
|
1,995,562 |
|
Employer |
|
|
738,975 |
|
|
|
|
|
|
|
|
2,734,537 |
|
|
|
|
|
Total additions |
|
|
7,246,618 |
|
|
|
|
|
|
Deductions |
|
|
|
|
Withdrawals and benefits paid directly to participants |
|
|
3,062,843 |
|
|
|
|
|
Net increase |
|
|
4,183,775 |
|
|
|
|
|
|
Net assets available for benefits: |
|
|
|
|
Beginning of year |
|
|
37,443,364 |
|
|
|
|
|
End of year |
|
$ |
41,627,139 |
|
|
|
|
|
See accompanying notes.
3
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
Modified Cash Basis
December 31, 2006
1. Significant Accounting Policies
Accounting Method
The accounting records of the United Bankshares, Inc. (United) Savings and Stock Investment Plan
(the Plan) are maintained on a modified cash basis of accounting, a basis of accounting permitted
by the Department of Labor. Such accounting method includes recording investments at fair value and
the recording of contributions receivable. Other additions and deductions are recognized as
received or paid rather than as earned or incurred. Accordingly, the accompanying financial
statements are not intended to be presented in accordance with U.S. generally accepted accounting
principles.
The preparation of financial statements requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.
Cash Equivalents
Cash equivalents are primarily investments in the Federated Government Obligations Fund, the
underlying assets of which are highly liquid United States government obligations. The market value
of cash equivalents approximates cost.
Investments
Investments are recorded at estimated fair value based upon published quoted prices, determined
primarily by the last reported sales price on the last business day of the year. The shares of
registered investment companies are valued at quoted market prices which represent the net asset
value of shares held by the plan at year-end.
Loans Receivable
The participant loans are valued at their outstanding balances, which approximate fair value.
4
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
Modified Cash Basis (continued)
1. Significant Accounting Policies (continued)
New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit responsive and provides certain reporting and disclosure
requirements for fully benefit responsive investment contracts in defined contribution health and
welfare and pension plans. The financial statement presentation and disclosure provisions of the
FSP are effective for financial statements issued for annual periods ending after December 15,
2006, and are required to be applied retroactively to all prior periods presented for comparative
purposes. The FSP had no impact to the financial presentation and disclosure of the Plan, since the
Plans investments do not include investment contracts.
2. Description of the Plan
The following description of the Plan provides only general information. Participants should refer
to the Summary Plan Description for a complete description of the Plans provisions.
General
The Plan is a contributory defined contribution plan, which is available to all employees of United
or any of its subsidiaries who have completed 90 days of continuous service for employee deferral
and one year of service for employer match. The Plan was established December 29, 1989, and is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In 2004,
the Plan was amended to incorporate the necessary changes to convert the employer stock fund
portion of the plan to an ESOP and to incorporate the election provisions required pursuant to
Internal Revenue Code Section 404(k). In late 2006, the Plan was amended to comply, effective
January 1, 2007, with the employer stock diversification requirements outlined in the Pension
Protection Act of 2006.
5
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
Modified Cash Basis (continued)
2. Description of the Plan (continued)
Contributions
Active participants may defer up to 100% of their annual pre-tax compensation subject to Internal
Revenue Code (the Code) limitations. United contributes an amount equal to 100% of the first 2% of
the participants deferral and 25% of the next 2% of the participants deferral. These matching
contributions are made by United on a semimonthly basis and consist of cash, which is used by the
Plan to purchase shares of United common stock.
Participants may choose to have their deferral contributions directed to any of twelve investment
options including United Bankshares, Inc. common stock, U.S. Government Securities Funds, various
common stock funds, and an international equity fund. Investment elections must be made in
multiples of 1%.
Participant Accounts
Plan earnings are allocated to each participants account based upon the respective account
balances. The benefit to which a participant is entitled is the benefit that can be provided from
the participants account.
Vesting
Participating employees are immediately fully vested as to employee and employer contributions to
the Plan.
Payment of Benefits
On termination of service, a participant may receive a lump-sum amount or keep funds invested in
the plan until reaching the age of 591/2.
6
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
Modified Cash Basis (continued)
2. Description of the Plan (continued)
Plan Termination
Although it has not expressed any intent to do so, United has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of termination, partial termination, or complete discontinuance of
contributions to the Plan, the assets of the Plan will remain in trust and will be distributed in
accordance with the Plan Agreement.
3. Investments
All investment information disclosed in the accompanying financial statements and schedules,
including investments held at December 31, 2006 and 2005, the net depreciation in fair value of
investments, and interest and dividends for the year ended December 31, 2006, were obtained or
derived from information supplied to the Plan administrator and certified as complete and accurate
by the Trustee.
Each investment is subject to market risk. The degree of market risk varies by investment type
based upon the nature of the applicable underlying net assets. The Plans maximum exposure to
accounting loss from such investments is represented by the amounts appearing in the statements of
net assets available for benefits.
The estimated fair value of individual investments representing 5% or more of the Plans net assets
is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2006 |
|
2005 |
Goldman Sachs Capital Growth Fund |
|
$ |
2,507,152 |
|
|
$ |
2,644,833 |
|
Federated Kaufmann Fund |
|
|
2,565,417 |
|
|
|
2,117,247 |
|
United Bankshares, Inc. Common Stock: |
|
|
|
|
|
|
|
|
Participant-Directed |
|
|
8,215,877 |
|
|
|
7,757,156 |
|
Non-participant-Directed |
|
|
15,970,157 |
|
|
|
14,409,967 |
|
7
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
Modified Cash Basis (continued)
3. Investments (continued)
During 2006, the current value of the Plans investments (including investments purchased, sold, as
well as held during the year), as determined principally by quoted market values, appreciated as
follows:
|
|
|
|
|
|
|
Net Realized |
|
|
|
and Unrealized |
|
|
|
Appreciation in |
|
|
|
Fair Value of |
|
|
|
Investments |
|
Shares of registered investment companies |
|
$ |
669,938 |
|
United Bankshares, Inc. common stock |
|
|
2,142,046 |
|
|
|
|
|
|
|
$ |
2,811,984 |
|
|
|
|
|
4. Non-participant-Directed Investments
Information about the net assets and the significant components of changes in net assets related to
the non-participant-directed investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2006 |
|
2005 |
Investments, at fair value: |
|
|
|
|
|
|
|
|
United Bankshares, Inc. common stock |
|
$ |
15,970,157 |
|
|
$ |
14,409,967 |
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31 |
|
|
|
2006 |
|
Change in net assets: |
|
|
|
|
Contributions |
|
$ |
738,975 |
|
Dividends |
|
|
388,172 |
|
Net realized and unrealized appreciation in fair value |
|
|
1,261,936 |
|
Distributions to participants |
|
|
(828,893 |
) |
|
|
|
|
|
|
$ |
1,560,190 |
|
|
|
|
|
8
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
Modified Cash Basis (continued)
5. Benefits Payable
Participants elected to withdraw $101,991 and $21,280 as of December 31, 2006 and 2005,
respectively. These amounts were approved and processed for payment but were not paid as of the
respective period end. As a result of the plan not passing the ADP and ACP Tests for 2006, a total
of $11,192 in corrective distributions will be paid in 2007.
6. Differences Between Financial Statements and Form 5500
For purposes of Form 5500, interest-bearing cash equivalents are classified as plan investments.
The amount of interest-bearing cash equivalents classified as investments on the Form 5500 was
$3,335,924 and $3,289,110 as of December 31, 2006 and 2005, respectively. The amount of cash held
by the Plan was $0 and $56,471 as of December 31, 2006 and 2005, respectively, and was classified
as non-interest-bearing cash on the Form 5500.
7. Risks 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 statements of net assets available
for benefits.
8. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated July 31, 2003,
stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related
trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service,
the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code
to maintain its qualification. The plan administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
9
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
Modified Cash Basis (continued)
9. Transactions with Parties-in-Interest
The Plan holds 625,771 shares of United common stock, which had a fair value of $38.65 per share at
December 31, 2006.
United pays certain administrative expenses on behalf of the Plan and provides certain services at
no cost to the Plan.
United Bank, Inc., a wholly owned subsidiary of United, acts as Trustee for the Plan.
Participants may choose to have their contributions directed to various mutual funds made available
by Federated Investors, Inc. and FASCore, LLC, record-keeper for the Plan.
10
Supplemental Schedules
Modified Cash Basis
United Bankshares, Inc.
Savings and Stock Investment Plan
EIN #55-0641179 Plan #003
Schedule H, Line 4i Schedule of Assets (Held at
End of Year)Modified Cash Basis
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
|
|
|
|
|
|
|
|
|
|
Description of Investment, |
|
|
|
|
|
|
|
|
|
(b) |
|
Including Maturity Date, |
|
|
|
|
|
(e) |
|
|
|
Identity of Issue, Borrower, |
|
Rate of Interest, Collateral, |
|
(d) |
|
|
Current |
|
(a) |
|
Lessor or Similar Party |
|
Par or Maturity Value |
|
Cost |
|
|
Value |
|
* |
|
Federated Government Obligations
Fund (cash equivalents) |
|
|
3,307,563 |
shares |
|
| |
$ |
|
|
|
$ |
3,307,563 |
|
* |
|
Federated Prime Obligations
Fund (cash equivalents) |
|
|
28,361 |
shares |
|
| |
|
|
|
|
|
28,361 |
|
* |
|
Federated Total Return Bond Fund |
|
|
56,969 |
shares |
|
| |
|
|
|
|
|
600,451 |
|
|
|
Janus Balanced Fund |
|
|
72,474 |
shares |
|
| |
|
|
|
|
|
1,769,102 |
|
* |
|
Federated Stk Tr Sh Ben |
|
|
53,025 |
shares |
|
| |
|
|
|
|
|
1,693,628 |
|
* |
|
Federated Kaufmann Fund |
|
|
453,254 |
shares |
|
| |
|
|
|
|
|
2,565,417 |
|
* |
|
Federated Max-Cap Fund |
|
|
76,681 |
shares |
|
| |
|
|
|
|
|
1,995,243 |
|
* |
|
Federated Income Trust |
|
|
109,119 |
shares |
|
| |
|
|
|
|
|
1,114,107 |
|
|
|
Goldman Sachs Mid Cap Equity |
|
|
8,059 |
shares |
|
| |
|
|
|
|
|
308,822 |
|
|
|
UMB Scout Worldwide Fund, Inc. |
|
|
44,050 |
shares |
|
| |
|
|
|
|
|
1,438,657 |
|
|
|
Goldman Sachs Capital Growth Fund |
|
|
114,117 |
shares |
|
| |
|
|
|
|
|
2,507,152 |
|
|
|
MDT All Cap Core Fund |
|
|
4,663 |
shares |
|
| |
|
|
|
|
|
75,545 |
|
* |
|
United Bankshares, Inc. Common Stock |
|
|
625,771 |
shares |
|
| |
|
12,762,144 |
|
|
|
24,186,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Loans to participants (interest rates
ranging from 5% to 10%) |
|
|
|
|
|
|
|
|
|
|
|
|
37,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,627,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents a party-interest to the Plan. |
11
United Bankshares, Inc.
Savings and Stock Investment Plan
EIN #55-0641179 Plan #003
Schedule H, Line 4j Schedule of Reportable Transactions
Modified Cash Basis
Year Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(h) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f) |
|
|
|
|
|
Current |
|
|
|
|
(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense |
|
|
|
|
|
Value of |
|
|
(a) |
|
Description of Asset (Include |
|
(c) |
|
(d) |
|
(e) |
|
Incurred |
|
(g) |
|
Asset on |
|
(i) |
Identity of Party |
|
Interest Rate and Maturity in |
|
Purchase |
|
Selling |
|
Lease |
|
With |
|
Cost of |
|
Transaction |
|
Net Gain |
Involved |
|
Case of a Loan) |
|
Price |
|
Price |
|
Rental |
|
Transaction |
|
Asset |
|
Date |
|
or (Loss) |
Series of Transactions > 5% of Plan Assets by Issue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Bankshares, Inc. |
|
Common stock |
|
$ |
2,018,280 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
907 |
|
|
$ |
|
|
|
$ |
2,018,280 |
|
|
$ |
|
|
United Bankshares, Inc. |
|
Common stock |
|
|
|
|
|
|
2,153,613 |
|
|
|
|
|
|
|
636 |
|
|
|
1,422,626 |
|
|
|
|
|
|
|
730,987 |
|
12
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees or other
persons who administer the Plan have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
United Bankshares, Inc. Savings and
Stock Investment Plan
|
|
|
/s/ Jack C. Stokes
|
|
|
Mr. Jack C. Stokes |
|
|
Plan Administrator |
|
|
June 26, 2007