United Bankshares, Inc. 11-K
Table of Contents

 
 
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, 2007
     
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, 2007
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  
 
       
    4-10  
 
       
    11  
 
       
    12  
 
       
Item 9(b) — Exhibit:
       
 
       
Exhibit 23 – Consent of Independent Registered Public Accounting Firm
       
 EX-23

 


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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, 2007 and 2006, and the related statement of changes in net assets available for benefits (modified cash basis) for the year ended December 31, 2007. 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. We were not engaged to perform an audit of the Plan’s 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 Plan’s 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, 2007 and 2006, and the changes in its net assets available for benefits (modified cash basis) for the year ended December 31, 2007, 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, 2007, 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s 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 19, 2008

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United Bankshares, Inc.
Savings and Stock Investment Plan
Statements of Net Assets Available for Benefits—
Modified Cash Basis
                 
    December 31
    2007   2006
     
Assets
               
Cash and cash equivalents
  $ 3,451,702     $ 3,335,924  
Investments, at fair value
    33,978,059       38,254,158  
Loans receivable
    67,758       37,057  
     
Net assets available for benefits
  $ 37,497,519     $ 41,627,139  
     
See accompanying notes.

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United Bankshares, Inc.
Savings and Stock Investment Plan
Statement of Changes in Net Assets Available for Benefits—
Modified Cash Basis
Year Ended December 31, 2007
         
Additions
       
Investment income:
       
Interest and dividends
  $ 2,227,467  
 
       
Contributions:
       
Employees
    2,300,504  
Employer
    799,012  
 
     
 
    3,099,516  
 
     
Total additions
    5,326,983  
 
       
Deductions
       
Net depreciation in fair value of investments
    (6,572,369 )
Withdrawals and benefits paid directly to participants
    (2,884,234 )
 
     
Total deductions
    (9,456,603 )
 
     
Net decrease
    (4,129,620 )
 
       
Net assets available for benefits:
       
Beginning of year
    41,627,139  
 
     
End of year
  $ 37,497,519  
 
     
See accompanying notes.

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United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements—
Modified Cash Basis
December 31, 2007
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.

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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 September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Adoption of SFAS 157 is not expected to have a material impact on the Plan.
In December 2005, the FASB issued 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 Plan’s 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 Plan’s 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                             

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United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements—
Modified Cash Basis (continued)
2. Description of the Plan (continued)
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.
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 participant’s deferral and 25% of the next 2% of the participant’s 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 participant’s account based upon the respective account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s 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.

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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, 2007 and 2006, the net depreciation in fair value of investments, and interest and dividends for the year ended December 31, 2007, 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 Plan’s 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 Plan’s net assets is as follows:
                 
    December 31
    2007   2006
     
American Funds Growth Fund of America
  $ 2,978,320     $  
Federated Kaufmann Fund
    3,036,838       2,565,417  
Goldman Sachs Capital Growth Fund
          2,507,152  
Janus Balanced Fund
    1,934,060       1,769,102  
Julius Baer International Equity Fund
    1,997,551        
United Bankshares, Inc. Common Stock:
               
Participant-Directed
    6,069,441       8,215,877  
Non-participant-Directed
    11,510,279       15,970,157  

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United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements—
Modified Cash Basis (continued)
3. Investments (continued)
During 2007, the current value of the Plan’s investments (including investments purchased, sold, as well as held during the year), as determined principally by quoted market values, appreciated (depreciated) as follows:
         
    Net Realized  
    and Unrealized  
    Appreciation  
    (Depreciation)  
    in Fair Value  
    of Investments  
Shares of registered investment companies
  $ 132,276  
United Bankshares, Inc. Common Stock
    (6,704,645 )
 
     
 
  $ (6,572,369 )
 
     
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
    2007   2006
     
Investments, at fair value:
               
United Bankshares, Inc. Common Stock
  $ 11,510,279     $ 15,970,157  
         
    Year Ended  
    December 31  
    2007  
Change in net assets:
       
Contributions
  $ 799,012  
Dividends
    463,040  
Net realized and unrealized depreciation in fair value
    (4,900,563 )
Distributions to participants
    (821,367 )
 
     
 
  $ (4,459,878 )
 
     

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United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements—
Modified Cash Basis (continued)
5. Benefits Payable
Participants elected to withdraw $3,908 and $101,991 as of December 31, 2007 and 2006, 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 Actual Deferral Percentage and Actual Contribution Percentage Tests for 2006, a total of $11,192 in corrective distributions was 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 $3,451,702 and $3,335,924 as of December 31, 2007 and 2006, respectively. No cash was held by the Plan as of December 31, 2007 and 2006 which 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.

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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 627,399 shares of United common stock, which had a fair value of $28.02 per share at December 31, 2007.
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 FASCore, LLC, record-keeper for the Plan.

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Supplemental Schedules—
Modified Cash Basis

 


Table of Contents

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, 2007
                                 
            (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)
  3,451,643 shares   $     $ 3,451,643  
  *    
Federated Prime Obligations Fund (cash equivalents)
  59 shares           59  
       
Allianz NFJ Small Cap Value Fund
  1,114 shares           33,558  
       
American Funds Growth Fund of America
  88,220 shares           2,978,320  
  *    
Federated Max-Cap Fund
  77,165 shares           1,818,770  
  *    
Federated Income Trust
  99,153 shares           1,019,292  
  *    
Federated Kaufmann Fund
  487,454 shares           3,036,838  
  *    
Federated Kaufmann Small Cap Fund
  4,454 shares           115,278  
  *    
Federated Stk Tr Sh Ben
  60,753 shares           1,597,188  
  *    
Federated Total Return Bond Fund
  93,964 shares           1,005,415  
       
Goldman Sachs Mid Cap Equity
  14,913 shares           522,236  
       
Janus Balanced Fund
  76,114 shares           1,934,060  
       
Julius Baer International Equity Fund
  116,679 shares           1,997,551  
       
MDT All Cap Core Fund
  14,682 shares           239,909  
       
RS Partners Fund
  1,039 shares           32,006  
       
T. Rowe Price Retirement Fund 2010 Fund-R
  2,058 shares           33,099  
       
T. Rowe Price Retirement Fund 2020 Fund-R
  487 shares           8,561  
       
T. Rowe Price Retirement Fund 2030 Fund-R
  620 shares           11,724  
       
T. Rowe Price Retirement Fund 2040 Fund-R
  762 shares           14,534  
  *    
United Bankshares, Inc. Common Stock
  627,399 shares     18,303,705       17,579,720  
       
 
                       
  *    
Loans to participants (interest rates ranging from 5% to 10%)
                    67,758  
       
 
                     
       
 
                  $ 37,497,519  
       
 
                     
 
*   Represents a party-in-interest to the Plan.

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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, 2007
                                                                 
                                                    (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
  $ 13,445,371     $ 13,347,581     $     $     $ 14,069,365     $     $ (721,784

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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 25, 2008