UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-14659

WILMINGTON TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		51-0328154 (I.R.S. Employer Identification No.)
Rodney Square North, 1100 North Market Street,
Wilmington, Delaware (Address of principal executive offices)		19890 (Zip Code)

(302) 651-1000
(Registrant’s telephone number, including area code)

None
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of March 31, 2011
Common stock — Par Value $1.00		91,514,375 shares

 

 

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Consolidated Statements of Condition			1
Consolidated Statements of Income			3
Consolidated Statements of Changes in Stockholders’ Equity			5
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			8
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations			60
Company overview			60
Executive summary			61
Results for the three months ended March 31, 2011			64
The Regional Banking business			65
Net interest income			69
Net interest margin			69
Noninterest income			73
Corporate Client Services business			74
Wealth Advisory Services business			75
Assets under management and administration			76
Affiliate money managers			78
Noninterest expense			78
Income taxes			79
Capital resources			80
Liquidity and funding			84
Credit risk and asset quality			89
Derivatives, hedging instruments, other off-balance-sheet arrangements, and other contractual obligations			105
Other information			107
Item 3 Quantitative and Qualitative Disclosures About Market Risk			109
Item 4 Controls and Procedures			114
PART II. OTHER INFORMATION
Item 1 Legal Proceedings			115
Item 1A Risk Factors			118
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds			118
Item 3 Defaults upon Senior Securities			119
Item 4 Other Information			119
Item 5 Exhibits			119
Exhibit 31
Exhibit 32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

PART I — FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

		March 31,				December 31,
(dollars in millions)		2011				2010
ASSETS
Cash and due from banks		$	166.7			$	153.5
Interest-bearing deposits in other banks			2,423.3				2,091.8
Federal funds sold and securities purchased under agreements to resell			—				30.0
Investment securities available for sale			394.9				486.9
Investment securities held to maturity (fair value of $109.2 in 2011 and $101.3 in 2010)			102.7				101.8
Total investment securities			497.6				588.7
Federal Home Loan Bank and Federal Reserve Bank stock, at cost			41.5				35.6
Loans:
Commercial, financial, and agricultural loans			2,027.2				2,178.6
Real estate — construction loans			1,300.5				1,429.1
Commercial mortgage loans			1,918.1				1,959.5
Total commercial loans			5,245.8				5,567.2
Residential mortgage loans			425.6				434.6
Consumer loans			1,061.7				1,134.3
Loans secured with investments			377.4				389.8
Total retail loans			1,864.7				1,958.7
Total loans, net of unearned income of $4.2 in 2011 and $4.3 in 2010			7,110.5				7,525.9
Reserve for loan losses			(409.5	)			(440.8	)
Net loans			6,701.0				7,085.1
Loans held for sale			24.4				52.5
Premises and equipment, net			131.4				133.2
Goodwill, net of accumulated amortization of $29.8 in 2011 and 2010			336.8				336.3
Other intangible assets, net of accumulated amortization of $52.6 in 2011 and $50.7 in 2010			27.5				29.2
Accrued interest receivable			20.3				20.8
Other assets			357.7				375.9
Total assets		$	10,728.2			$	10,932.6

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED) — (Continued)

		March 31,				December 31,
(dollars in millions)		2011				2010
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand deposits		$	1,476.7			$	1,092.6
Interest-bearing deposits:
Savings deposits			923.4				914.0
Interest-bearing demand deposits			3,830.8				4,078.3
Certificates under $100,000			930.7				961.7
Local certificates $100,000 and over			96.6				96.5
Total core deposits			7,258.2				7,143.1
National brokered certificates			1,581.4				1,832.0
Total deposits			8,839.6				8,975.1
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase			85.6				122.3
Other debt			0.8				0.9
Total short-term borrowings			86.4				123.2
Accrued interest payable			28.7				19.6
Other liabilities			361.7				368.0
Long-term debt			595.5				595.0
Total liabilities			9,911.9				10,080.9
Stockholders’ equity:
Wilmington Trust stockholders’ equity:
Preferred stock: $1.00 par value, 1,000,000 shares authorized, 330,000 5% cumulative shares issued and outstanding			325.4				325.0
Common stock: $1.00 par value, 150,000,000 shares authorized, 100,234,596 shares issued			100.2				100.2
Capital surplus			461.9				463.7
Retained earnings			322.6				360.7
Accumulated other comprehensive loss			(110.7	)			(112.4	)
Total contributed capital and retained earnings			1,099.4				1,137.2
Less: treasury stock: 8,720,221 shares in 2011 and 8,804,231 shares in 2010, at cost			(283.1	)			(285.5	)
Total stockholders’ equity			816.3				851.7
Total liabilities and stockholders’ equity		$	10,728.2			$	10,932.6

See Notes to Consolidated Financial Statements

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

		For the three months ended
		March 31,
(dollars in millions, except per share amounts)		2011				2010
NET INTEREST INCOME
Interest and fees on loans		$	68.9			$	91.4
Interest and dividends on investment securities:
Taxable interest			4.1				5.5
Tax-exempt interest			0.1				0.1
Dividends			0.1				0.3
Interest on deposits in other banks			1.2				0.2
Total interest income			74.4				97.5
Interest on deposits			14.0				14.2
Interest on short-term borrowings			—				0.7
Interest on long-term debt			8.2				7.9
Total interest expense			22.2				22.8
Net interest income			52.2				74.7
Provision for loan losses			(41.3	)			(77.4	)
Net interest income/(loss) after provision for loan losses			10.9				(2.7	)
NONINTEREST INCOME
Advisory fees:
Wealth Advisory Services:
Trust and investment advisory fees			34.2				34.4
Mutual fund fees			0.6				0.9
Planning and other services			6.6				8.8
Total Wealth Advisory Services			41.4				44.1
Corporate Client Services:
Global corporate trust services			23.0				23.0
Retirement services			23.7				21.5
Investment/cash management services			3.8				3.5
Total Corporate Client Services			50.5				48.0
Cramer Rosenthal McGlynn			5.3				4.7
Roxbury Capital Management			—				0.1
Total advisory fees			97.2				96.9
Amortization of affiliate intangibles			(1.5	)			(1.9	)
Total advisory fees after amortization of affiliate intangibles			95.7				95.0
Service charges on deposit accounts			6.8				7.7
Loan fees and late charges			1.3				1.7
Card fees			2.3				2.2
Other noninterest income			1.4				0.7
Securities gains, net of losses			—				0.2
Total other-than-temporary impairment losses			(5.0	)			(29.9	)
Amount of loss recognized in other comprehensive income (before taxes)			—				11.9
Net other-than-temporary impairment losses recognized in income			(5.0	)			(18.0	)
Total noninterest income			102.5				89.5
Net interest and noninterest income		$	113.4			$	86.8

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) — (Continued)

		For the three months ended
		March 31,
(dollars in millions, except per share amounts)		2011				2010
NONINTEREST EXPENSE
Salaries and wages		$	49.8			$	49.2
Incentives and bonuses			11.0				7.1
Employment benefits			17.4				16.1
Total staffing-related expense			78.2				72.4
Net occupancy			8.0				8.1
Furniture, equipment, and supplies			10.4				10.2
Advertising and contributions			2.4				1.7
Servicing and consulting fees			5.0				3.5
Subadvisor expense			13.1				11.5
Travel, entertainment, and training			2.2				1.7
Originating and processing fees			2.7				2.9
Insurance			9.6				6.6
Legal and auditing fees			5.8				2.7
OREO and loans held for sale write-downs/losses and reserve for unfunded lending commitments			0.1				1.8
Other noninterest expense			8.8				8.4
Total noninterest expense			146.3				131.5
NET (LOSS)/INCOME
Loss before income taxes and noncontrolling interest			(32.9	)			(44.7	)
Income tax expense/(benefit)			0.6				(16.4	)
Net loss before noncontrolling interest			(33.5	)			(28.3	)
Net income attributable to noncontrolling interest			—				0.9
Net loss attributable to Wilmington Trust Corporation			(33.5	)			(29.2	)
Dividends and accretion on preferred stock			4.6				4.6
Net loss available to common stockholders		$	(38.1	)		$	(33.8	)
Net loss per common share:
Basic		$	(0.42	)		$	(0.44	)
Diluted		$	(0.42	)		$	(0.44	)
Weighted average common shares outstanding (in thousands):
Basic			90,976				76,465
Diluted			90,976				76,465

See Notes to Consolidated Financial Statements

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

		Wilmington Trust Corporation
																		Accumulated
																		other
		Preferred				Common				Capital				Retained				comprehensive				Treasury				Noncontrolling
(dollars in millions, except per share amounts)		stock				stock 1				surplus				earnings				loss 2				stock				interest				Total
2011
Balance at January 1, 2011		$	325.0			$	100.2			$	463.7			$	360.7			$	(112.4	)		$	(285.5	)		$	—			$	851.7
Comprehensive loss
Net loss 3			—				—				—				(33.5	)			—				—				—				(33.5	)
Other comprehensive income 2			—				—				—				—				1.7				—				—				1.7
Total comprehensive loss																															(31.8	)
Cash dividend paid on preferred stock			—				—				—				(4.2	)			—				—				—				(4.2	)
Common stock issued under employment benefit plans and to the Board of Directors (93,694 shares)			—				—				(2.5	)			—				—				2.5				—				—
Stock-based compensation expense			—				—				0.7				—				—				—				—				0.7
Preferred stock discount accretion			0.4				—				—				(0.4	)			—				—				—				—
Acquisition of treasury stock (9,684 shares)			—				—				—				—				—				(0.1	)			—				(0.1	)
Balance at March 31, 2011		$	325.4			$	100.2			$	461.9			$	322.6			$	(110.7	)		$	(283.1	)		$	—			$	816.3
2010
Balance at January 1, 2010		$	323.3			$	78.5			$	214.8			$	1,101.5			$	(116.3	)		$	(295.1	)		$	0.4			$	1,307.1
Comprehensive loss
Net loss 3			—				—				—				(29.2	)			—				—				—				(29.2	)
Other comprehensive income 2			—				—				—				—				6.7				—				—				6.7
Total comprehensive loss																															(22.5	)
Cash dividend paid: $0.01 per common share			—				—				—				(0.6	)			—				—				—				(0.6	)
Cash dividend paid on preferred stock			—				—				—				(4.2	)			—				—				—				(4.2	)
Common stock issued (21,706,250 shares)			—				21.7				251.6				—				—				—				—				273.3
Common stock issued under employment benefit plans and to the Board of Directors (102,757 shares)			—				—				(2.6	)			—				—				2.6				—				—
Stock-based compensation expense			—				—				1.4				—				—				—				—				1.4
Preferred stock discount accretion			0.4				—				—				(0.4	)			—				—				—				—
Acquisition of treasury stock (1,967 shares)			—				—				—				—				—				(0.1	)			—				(0.1	)
Net income attributable to noncontrolling interest			—				—				—				—				—				—				0.9				0.9
Decrease in noncontrolling interest			—				—				—				—				—				—				(1.3	)			(1.3	)
Balance at March 31, 2010		$	323.7			$	100.2			$	465.2			$	1,067.1			$	(109.6	)		$	(292.6	)		$	—			$	1,554.0

See Notes to Consolidated Financial Statements

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		For the three months ended
		March 31,
(in millions)		2011				2010
OPERATING ACTIVITIES
Net loss before noncontrolling interest		$	(33.5	)		$	(28.3	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for loan losses			41.3				77.4
Provision for depreciation and other amortization			4.8				5.1
Amortization of other intangible assets			1.8				2.3
Amortization of discounts and premiums on investment securities available for sale			0.3				0.3
Accretion of discounts and premiums on investment securities held to maturity			0.1				(0.3	)
Tax refund received			0.4				33.5
Increase in deferred income taxes			(10.4	)			(22.0	)
Deferred tax asset valuation allowance			11.4				—
Originations of residential mortgages			(25.5	)			(32.8	)
Gross proceeds from sales of residential mortgages			25.8				33.4
Gains on sales of residential mortgages			(0.3	)			(0.6	)
Write-downs on other real estate owned and loans held for sale			5.2				—
Sale proceeds and payments made on other real estate owned and loans held for sale			28.5				2.0
Securities (gains)/losses:
Other-than-temporary impairment			5.0				18.0
Other			—				(0.2	)
Amortization of gain on interest rate floors			(1.0	)			(2.1	)
Stock-based compensation expense			0.7				1.4
Decrease in other assets			16.3				34.4
Increase/(decrease) in other liabilities			35.6				(12.9	)
Net cash provided by operating activities		$	106.5			$	108.6
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		$	—			$	0.2
Proceeds from maturities of investment securities available for sale			88.7				203.7
Proceeds from maturities of investment securities held to maturity			0.4				1.3
Purchases of investment securities available for sale			—				(112.5	)
Purchases of Federal Home Loan Bank and Federal Reserve Bank stock, at cost			(5.9	)			—
Decrease in cash due to divestiture of Grant Tani Barash & Altman			—				(3.2	)
Purchase of residential mortgages			—				(1.7	)
Net decrease in loans			303.9				208.9
Purchases of premises and equipment			(3.0	)			(3.5	)
Dispositions of premises and equipment			0.1				—
Net cash provided by investing activities		$	384.2			$	293.2
FINANCING ACTIVITIES
Net increase/(decrease) in demand, savings, and interest-bearing demand deposits		$	146.0			$	(394.6	)
Net decrease in certificates of deposit			(281.5	)			(173.0	)
Net decrease in federal funds purchased and securities sold under agreements to repurchase			(36.7	)			(146.3	)
Proceeds from issuance of common stock			—				274.0
Stock issuance costs			—				(0.7	)
Cash dividends			(4.2	)			(4.8	)
Acquisition of treasury stock			(0.1	)			(0.1	)
Net cash used for financing activities		$	(176.5	)		$	(445.5	)
Effect of foreign currency translation on cash			0.5				(0.9	)
Increase/(decrease) in cash and cash equivalents			314.7				(44.6	)
Cash and cash equivalents at beginning of period			2,275.3				383.4
Cash and cash equivalents at end of period		$	2,590.0			$	338.8

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

		For the three months ended
		March 31,
(in millions)		2011				2010
Cash paid for:
Interest		$	13.1			$	22.0
Taxes		$	0.3			$	—
Non-cash items:
Loans transferred to other real estate owned		$	28.7			$	13.6
Net loans transferred out of loans held for sale		$	1.7			$	—

See Notes to Consolidated Financial Statements

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Proposed Merger with M&T Bank Corporation

ADVERSE FINANCIAL CONDITION

Our full-year 2010 losses were primarily the result of two factors. First, we continued to experience credit deterioration in our loan portfolio, reflecting the extent of our exposure to real estate construction lending and its concentration in Delaware. Second, our continued losses required us to establish a significant deferred tax asset valuation allowance.

Throughout 2010, there was no significant economic or real estate recovery on the horizon in our markets. Therefore, we had little assurance that the credit quality of our loan portfolio would strengthen significantly in the near term, or that our capital position would not erode further. These risks caused our securities to be downgraded by credit rating agencies and increased the possibility of adverse regulatory actions which could compromise our businesses.

For all these reasons, management and the Board of Directors carefully studied the company’s strategic options. In the process, we reviewed a wide range of alternatives. Based on discussions that we had with our regulators, we believed that, without a change-of-control transaction acceptable to our regulators, we would face imminent significant regulatory actions, which would result in our inability to conduct business in a manner consistent with historical practice. Ultimately, the Board determined that the best option for our stockholders, as well as our clients and the employees of Wilmington Trust, was a merger with M&T Bank Corporation (M&T).

THE PROPOSED MERGER

On November 1, 2010, we announced that we signed a definitive merger agreement with M&T. In the merger, our common stockholders will receive 0.051372 shares of M&T common stock for each share of our common stock they hold. Our outstanding Series A Preferred Stock issued to the U.S. Department of the Treasury under the CPP will be exchanged for one-one hundredth (1/100) of a share of M&T preferred stock with substantially the same rights, powers, and preferences, and the warrants issued to the U.S. Department of the Treasury in connection with the issuance of the Series A Preferred Stock will be converted automatically into a warrant to purchase M&T common stock, subject to appropriate adjustments. The merger agreement contains certain customary covenants restricting the conduct of our business, other than in the ordinary course consistent with past practice, until the closing of the merger. The closing of the merger is subject to certain conditions, including approval by our stockholders and regulators. Our stockholders approved the merger on March 22, 2011 and we have obtained all necessary approvals to close the merger from our regulators. Subject to the terms and conditions of the merger agreement, we expect to close the merger on May 16, 2011, at which point we will become a wholly-owned subsidiary of MT&T. The merger agreement also contains a material adverse events clause and certain termination provisions and, under specified circumstances, we would be required to pay M&T a termination fee of $30 million.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Accounting and reporting policies

We maintain our accounting records and prepare our financial statements in accordance with U.S. generally accepted accounting principles and reporting practices prescribed for the banking industry. Using these principles, we make subjective judgments about uncertainties and trends, and we make estimates and assumptions about the amounts we report in our financial statements and notes, including amounts for revenue recognition, the reserve for loan losses, pension and other benefit plans, stock-based employee compensation, investment securities valuations, goodwill impairment, loan origination fees and costs, income taxes, and other items. We evaluate these estimates on an ongoing basis.

The precision of these estimates and the possibility that they may change in the future are subject to various risks and uncertainties, and depend on a number of assumptions, estimates, expectations, assessments of potential developments, other underlying variables, and a range of possible outcomes. Circumstances that differ significantly from our judgments and estimates could cause our actual financial results to differ from our expectations.

Our financial results could be affected adversely by, among other things, failure to consummate a change-of-control transaction on a timely basis; additional regulatory restrictions or failure to comply with existing regulatory restrictions; changes in national or regional economic conditions; continued declines in the collateral values supporting our loans; deterioration in the credit quality of our borrowers; changes in our regulatory requirements; downgrades by the credit rating agencies; a change in conclusion about the realization of our deferred tax asset; changes in market interest rates or credit markets generally; fluctuations in equity or fixed income markets; changes in the market values of, or expected cash flows from, securities in our investment portfolio; significant changes in banking laws or regulations or the application of such laws or regulations to our businesses; changes in accounting policies, procedures, or guidelines; increased competition for business; higher-than-expected credit losses; the effects of our proposed merger with M&T, and restrictions on our businesses contained in the merger agreement with M&T; the effects of integrating our businesses with those of M&T after the merger is completed; a substantial and permanent loss of either client accounts and/or assets under management at Wilmington Trust and/or affiliate money managers Cramer Rosenthal McGlynn (CRM) and Roxbury Capital Management (RCM); changes in the regulatory, judicial, legislative, or tax treatment of business transactions; new litigation or developments in existing litigation; and economic uncertainty created by domestic or foreign unrest, hostilities, terrorism, or war.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We may use the following abbreviations throughout this report:

ASC:		Accounting Standards Codification
ASU:		Accounting Standards Update
CPP:		U.S. Department of the Treasury Capital Purchase Program
ESPP:		Employee Stock Purchase Plan
FASB:		Financial Accounting Standards Board
FHLB:		Federal Home Loan Bank of Pittsburgh
FIN:		FASB Interpretation (Number)
FOMC:		Federal Open Market Committee
FRB:		Federal Reserve Bank
GAAP:		U.S. generally accepted accounting principles
IRS:		Internal Revenue Service
NYSE:		New York Stock Exchange
OREO:		Other real estate owned
OCI:		Other comprehensive income
OTTI:		Other-than-temporarily impaired
SEC:		Securities and Exchange Commission
SERP:		Supplemental Executive Retirement Plan
SFAS:		Statements of Financial Accounting Standards
TARP:		U.S. Department of the Treasury Troubled Asset Relief Program

Throughout this report, we use “net (loss)/income” to mean “net (loss)/income attributable to Wilmington Trust Corporation.”

We have applied our critical accounting policies and estimation methods consistently in all periods presented in this report and we have discussed these policies with our Audit Committee. The information in this report has not been audited. It includes all adjustments of a normal recurring nature that we believe are necessary for fair presentation. We have reclassified certain prior-year amounts to conform to the current-year presentation. The consolidated financial statements in this report should be read in conjunction with the “Consolidated Financial Statements” and the “Notes to Consolidated Financial Statements” in our 2010 Annual Report on Form 10-K.

Our consolidated financial statements include the accounts of Wilmington Trust Corporation, our wholly-owned subsidiaries, and the subsidiaries in which we are majority owner. We eliminate intercompany balances and transactions in consolidation.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Although we are majority owner of CRM, we do not consolidate CRM’s results because CRM principals retain control over certain governance matters. We do not consolidate RCM’s results because we are not majority owner and RCM principals retain control over certain governance matters. For information on how we account for CRM, RCM, and other subsidiaries and affiliates, read Note 4, “Affiliates and acquisitions,” in our 2010 Annual Report on Form 10-K.

On February 16, 2010, we entered into an agreement with the principals of Grant Tani Barash & Altman, LLC (GTBA) and related parties, in which we sold 80% of our limited liability company interests in GTBA to those principals. This transaction resulted in a $0.1 million net loss, which we recorded in the 2010 first quarter. The agreement also limited future profit distributions to us. We account for our remaining ownership interest in GTBA under the cost method of accounting. We consolidated GTBA’s results in our financial statements until February 16, 2010.

GTBA contribution to Wilmington Trust’s financial statements

		Between
		Jan. 1 and Feb. 16,
(dollars in millions)		2010
Revenue (net of amortization)		$	2.2
Expense		$	1.8
Noncontrolling interest		$	0.9

3. Stock-based compensation plans

The Compensation Committee and the Select Committee of our Board of Directors administer a long-term incentive plan, an executive incentive plan, an employee stock purchase plan (ESPP), and a directors’ deferred fee plan. We account for our stock-based compensation plans in accordance with ASC 718, “Stock Compensation.” For more information about these plans, how we determine valuations of stock-based awards, and about how our merger agreement with M&T affects our ability to grant shares under these plans, read Note 20, “Stock-based compensation plans,” in our 2010 Annual Report on Form 10-K.

The common shares we issue as stock-based compensation come from our treasury, which held approximately 8.7 million shares at March 31, 2011. This is more than adequate to meet the requirements of our current stock-based compensation plans.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Stock-based compensation expense

		For the three months ended
		March 31,
(in millions)		2011				2010
Compensation expense:
Common stock options		$	0.4			$	0.6
Restricted common stock			0.7				0.5
Employee stock purchase plan			(0.4	)			0.3
Total compensation expense		$	0.7			$	1.4
Tax benefit1			0.4				0.4
Net income effect		$	0.3			$	1.0

Stock options

Stock option valuation assumptions

		For the three months ended
		March 31,
		20111				2010
Risk-free interest rate			—				2.23% – 3.72	%
Volatility of Corporation’s common stock			—				34.06% – 44.50	%
Expected dividend yield			—				1.42% – 2.96	%
Expected life of options			—				4.6 to 8.7 years

For the valuation assumptions in the table above:

•

We used the Black-Scholes valuation method.

•

The risk-free interest rate was the U.S. Treasury rate commensurate with the expected life of options on the date of each grant.

•

We based the volatility of our stock on historical volatility over a span of time equal to the expected life of the options.

•

We based the expected life of stock option awards on historical experience. Expected life is the period of time we estimate that granted stock options will remain outstanding.

Stock-based compensation expense for incentive stock options and the ESPP affects our income tax expense and effective tax rate, because we are not allowed a tax deduction unless the award recipient or ESPP subscriber makes a disqualifying disposition upon exercise. As a participant in the CPP, we may not deduct compensation of more than $500,000 paid to any named executive officer identified in Item 11 of our 2010 Annual Report on Form 10-K for any year in which the U.S. Treasury holds any debt or equity security we issued under the CPP.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

No stock options were exercised during the three months ended March 31, 2011 or 2010.

Long-term incentive plan option activity

						Weighted				Weighted
		Common				average				average				Aggregate
		stock				exercise				remaining				intrinsic value
For the three months ended March 31, 2011		options				price				contractual term				(in millions) 1
Options outstanding at January 1, 2011			7,133,788			$	30.48
Options granted			—			$	—
Options exercised			—			$	—
Options expired			(580,775	)		$	32.75
Options forfeited			(93,700	)		$	16.56
Options outstanding at March 31, 2011			6,459,313			$	30.47			5.1 years				$	—
Options exercisable at March 31, 2011			4,953,113			$	36.11			4.1 years				$	—

Unvested stock options

At March 31, 2011, total unrecognized compensation cost related to unvested common stock options was $2.5 million, which we expect to record over a weighted average period of 1.4 years. Unvested stock options will be cancelled for no consideration upon consummation of our merger with M&T. If the merger is consummated, we expect our future expense related to these options to be zero.

Restricted common stock grants

We measure the fair value of restricted common stock by its last sale price on the date of the restricted stock grant. We amortize the value of restricted stock grants into stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. We recorded $0.7 million of expense for restricted stock grants during the three months ended March 31, 2011. At March 31, 2011, total unrecognized compensation cost related to restricted stock grants was $2.9 million, which we expect to record over a weighted average period of 1.1 years.

Under our incentive plans, the vesting period for some of our restricted stock awards can accelerate upon retirement and in certain other circumstances. When we award restricted stock to people from whom we may not receive services in the future, such as those who are eligible for retirement, we recognize the expense of restricted stock grants when we make the award, instead of amortizing the expense over the vesting period of the award.

Restricted stock awarded to certain officers since we became a participant in the CPP does not vest until the stated vesting period or until the U.S. Treasury no longer holds any debt or equity securities we issued under the CPP, whichever is later. In addition, under other regulatory restrictions to which we are subject, restricted stock may not vest upon retirement without prior approval of our regulators. Further, most unvested restricted stock awards are scheduled to vest upon or immediately following consummation of our merger with M&T.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Restricted stock activity

						Weighted average fair
For the three months ended March 31, 2011		Number of shares				value at grant date
Restricted shares outstanding at January 1, 2011			458,082			$	15.51
Restricted shares granted			93,694			$	4.40
Restricted shares vested			(43,588	)		$	20.64
Restricted shares forfeited			—			$	—
Restricted shares outstanding at March 31, 2011			508,188			$	13.02

Employee stock purchase plan (ESPP)

For the ESPP, we base stock-based compensation expense on the fair value of plan participants’ options to purchase shares, amortized over the plan’s fiscal year. We use the Black-Scholes method to determine the fair value of these options. For the three months ended March 31, 2011, the total recognized compensation cost related to the ESPP was $(0.4) million. On March 23, 2011, in accordance with our merger agreement with M&T, our Board of Directors authorized the termination of the ESPP effective immediately preceding the closing of our merger with M&T. Because the ESPP will terminate prior to the closing of our merger with M&T, we expect our future expense related to this plan to be zero.

ESPP Activity

		Shares reserved for				Subscriptions				Price per
		future subscriptions				outstanding				share
Balance at January 1, 2010			547,059				251,143
Forfeitures			26,881				(26,881	)		$	12.67
Shares issued			—				(224,262	)		$	12.67
Subscriptions entered into on June 1, 2010			(217,119	)			217,119			$	12.45
Forfeitures			154,798				(154,798	)		$	12.45
Balance at January 1, 2011			511,619				62,321
Forfeitures			57,581				(57,581	)		$	12.45
Balance at March 31, 2011			569,200				4,740

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4. Comprehensive (loss)/income

		For the three months
		ended March 31,
(in millions)		2011				2010
Net loss before noncontrolling interest		$	(33.5	)		$	(28.3	)
Other comprehensive income, net of tax1:
Net unrealized (losses)/gains on securities, net of taxes of $(0.3) and $1.0			(0.4	)			1.9
Reclassification adjustment for securities losses included in net income, net of taxes of $0.0 and $(0.1)			—				(0.1	)
Non-credit portion of OTTI held-to-maturity investment securities recognized in other comprehensive income (OCI), net of taxes of $0.0 and $(4.3)			—				(7.6	)
Accretion of non-credit portion of OTTI investment security losses that were recognized previously in OCI, net of taxes of $(0.1) and $(0.1)			(0.2	)			(0.2	)
Reclassification of unrealized losses recorded previously at the time of transfer to held-to-maturity, net of taxes of $0.0 and $2.2			—				3.8
Reclassification adjustment of current period other-than-temporary impairment that was previously recognized in OCI, net of taxes of $1.1 and $6.1			1.8				11.0
Reclassification from accumulated OCI into earnings of discontinued cash flow hedges, net of taxes of $(0.4) and $(0.7)			(0.7	)			(1.4	)
Foreign currency translation adjustments, net of taxes of $0.3 and $(0.6)			0.5				(1.1	)
SERP liability adjustment, net of taxes of $0.0 and $0.1			0.3				0.2
Minimum pension liability adjustment, net of taxes of $0.2 and $0.0			0.4				0.2
Total other comprehensive income			1.7				6.7
Comprehensive loss before the noncontrolling interest		$	(31.8	)		$	(21.6	)
Comprehensive income attributable to the noncontrolling interest			—				0.9
Comprehensive loss attributable to Wilmington Trust Corporation		$	(31.8	)		$	(22.5	)

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. Earnings per share

Computation of basic and diluted earnings per share

		For the three months
		ended March 31,
(in millions, except per share amounts)		2011				2010
Net loss		$	(33.5	)		$	(29.2	)
Dividends and accretion on preferred stock			4.6				4.6
Net loss available to common shareholders		$	(38.1	)		$	(33.8	)
Average common shares issued and outstanding			91.0				76.5
Dilutive common shares from employee stock options, unvested restricted stock, ESPP subscriptions, and stock warrants			—				—
Total diluted common shares issued and outstanding			91.0				76.5
Basic loss per common share		$	(0.42	)		$	(0.44	)
Diluted loss per common share1		$	(0.42	)		$	(0.44	)
Cash dividends declared per common share		$	—			$	0.01
Anti-dilutive equity instruments excluded from calculation			8.8	2			10.3

6. Fair value measurement of assets and liabilities

In accordance with ASC 825, “Financial Instruments,” we disclose the estimated fair values of certain financial instruments, whether or not we recognize them at fair value in our Consolidated Statements of Condition. This note summarizes the methods and assumptions we use to estimate fair value.

Fair value generally is the exchange price on which a willing buyer and a willing seller would agree when market conditions are not distressed. Because of the uncertainties inherent in determining fair value, fair-value estimates may not be precise. Many of our fair-value estimates are based on highly subjective judgments and assumptions we make about market information and economic conditions. Changes in market interest rates or any of the assumptions underlying our estimates could cause our estimates to change significantly.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We measure the fair values of assets and liabilities in accordance with ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 establishes a three-level hierarchy that prioritizes the factors (inputs) used to calculate the fair value of assets and liabilities:

•

Level 1. Level 1 inputs are unadjusted quoted prices, such as NYSE closing prices, in active markets for identical assets. Level 1 is the highest priority in the hierarchy.

•

Level 2. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as other significant inputs that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates, and yield curves.

•

Level 3. Level 3 inputs are unobservable inputs. Typically, our own assumptions determine these inputs, since there is little, if any, related market activity. Level 3 is the lowest priority in the hierarchy.

If we use multiple input levels to calculate the fair value of an asset or liability, then the lowest-level significant input determines the level for the entire fair value measurement of that asset or liability. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the asset or liability.

In accordance with GAAP, we may be required to measure certain assets and liabilities at fair value on a nonrecurring basis. These adjustments typically relate to lower-of-cost or fair value accounting, or write-downs of individual assets due to impairment.

Following is a summary of how we determine fair values and the inputs we use to calculate them.

Cash and due from banks, short-term investments, accrued interest receivable, short-term borrowings, and accrued interest payable. Since these instruments have short maturities, their fair values are approximately the same as their carrying values.

Investment securities. We review our debt and equity investment securities at least quarterly to determine their fair values. The key determinants of fair value are market interest rates, credit spreads, and investor perceptions. When market interest rates rise or credit spreads widen, the fair values of debt and equity securities typically decline and unrealized losses increase. Conversely, when market interest rates fall or credit spreads tighten, the fair values of debt and equity securities typically increase. As a security’s fair value rises, unrealized losses may decrease or unrealized gains may increase.

To determine the fair values of most of our investment securities, we consider a variety of factors and use criteria specified by the SEC and FASB. We use financial market data, credit data, cash flow projections, and other analytics generated internally and by third parties. Where possible, we draw parallels from the trades and quotes of securities with similar features. If these trades and quotes are not available, we base fair values on the market prices of comparable instruments as quoted by broker-dealers, with adjustments for maturity dates, underlying assets, credit ratings, and other items, if necessary.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We base the fair-value estimates of our collateralized mortgage obligations and mortgage-backed debt securities on the quoted prices of similar issues. We base the fair-value estimates of our obligations of state and political subdivisions (municipal bonds) on the quoted prices of similar issues and index rates, taking into account any estimated prepayment rates. We then make sector spread, credit rating spread, and coupon structure spread adjustments to the quoted prices of these similar issues and index rates. We base the fair-value estimates of our government agency securities on the quoted price of the issue or, if this is not available, the quoted price of a similar issue. We base the fair-value estimates of our preferred stocks on the quoted prices of the stocks.

Because the market for pooled trust-preferred securities (TruPS) remains illiquid, we use mainly Level 3 inputs obtained from brokers or third-party advisors to determine the fair values of these securities. We also use an internal model that reflects liquidity and credit risk to discount cash flow projections provided by the third-party advisors.

The base cash flow for these calculations is the remaining expected future cash flow of each pooled TruPS, based on its contractual terms, and adjusted for current and expected future defaults. We adjust our default assumptions each quarter based on, among other factors, the current financial sector environment, developments related to the financial institutions whose securities underlie the pooled TruPS, and estimates of loss severity. We also adjust the discount rate for appropriate risk premiums, including liquidity risk and credit risk. Based on changes in certain yield curves related to the financial sector and other factors, we estimate the associated risk premium for each individual security and adjust its discount rate accordingly.

While estimating fair values and the inputs to fair value calculations in illiquid markets is inherently uncertain, we believe that our methodology applies assumptions that market participants would find relevant, and that it provides the best estimate of fair value at each reporting period.

For more information about our investment securities, read Note 12, “Investment securities,” in these financial statements.

FHLB and FRB stock. The fair value of FHLB and FRB stock is assumed to equal its cost basis, since the stock is nonmarketable but redeemable at its par value.

Derivative financial instruments. We base the fair-value estimates of derivative instruments on pricing models that use assumptions about market conditions and risks that are current as of the reporting date.

We use data provided by an independent third-party advisor to determine the fair values of our interest rate swaps and use a standard methodology that nets the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). We base the variable cash payments (or receipts) on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

To comply with ASC 820, we incorporate credit valuation adjustments to reflect both our nonperformance risk and the respective counterparty’s nonperformance risk. In adjusting the fair value of our derivative contracts for the effects of nonperformance risk, we consider the effects of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Most of the inputs we use to value our swap contracts are Level 2 inputs. For credit valuation adjustments, we use some Level 3 inputs, such as internal estimates of current credit spreads for our swap clients, to evaluate the likelihood of default by us and our counterparties. For more information about our use of derivatives, read Note 7, “Derivative and hedging activities,” in these financial statements.

At times, we may use interest rate swaps and floors, primarily to hedge the interest rate risk associated with floating rate commercial loans and subordinated long-term debt. In accordance with ASC 815, “Derivatives and Hedging,” the estimated fair values of these instruments represent the amounts we would have expected to receive or pay to terminate such agreements.

Loans. To determine the fair values of loans that are not impaired, we use discounted cash flow analyses, which we present net of the reserve for loan losses. In these analyses, we use discount rates that are similar to the interest rates and terms currently being offered to borrowers. The fair values that are shown in the table below include risk premiums that were added to the discount rates used for loans with watchlist or substandard-accruing ratings to reflect the uncertainty of the cash flows within these portfolios. These methodologies are consistent with the guidance in ASC 825-10-55-3, and we believe our disclosures provide fair values that are more indicative of an entry price. This technique does not contemplate an exit price. We do not record loans at fair value on a recurring basis. We record fair value adjustments to loans on a nonrecurring basis to reflect full and partial charge-offs due to impairment. For impaired loans, we use a variety of techniques to measure fair value, such as using the current appraised value of the collateral, discounting the contractual cash flows, and analyzing market data that we may adjust due to the specific characteristics of the loan or collateral.

Loans held for sale. The fair value of loans held for sale was determined based on third-party written offers, third-party broker estimates, or other means such as appraisal data.

Deposits. The fair values of demand deposits equal the amount payable on demand as of the reporting date. The carrying amounts for variable rate deposits approximate their fair values as of the reporting date. To estimate the fair values of fixed rate CDs, we use a discounted cash flow analysis that incorporates prevailing market rates for CDs with comparable maturities.

Long-term debt. Under the guidance of ASC 820, “Fair Value Measurements and Disclosures,” we base the fair value of long-term debt on recent market activity in our own debt issuances.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commitments to extend credit and letters of credit. The fair values of loan commitments and letters of credit approximate the fees we charge for providing these services.

Carrying values and estimated fair values

		As of March 31, 2011								As of December 31, 2010
		Carrying				Fair				Carrying				Fair
(in millions)		value				value				value				value
Financial assets:
Cash and due from banks		$	166.7			$	166.7			$	153.5			$	153.5
Short-term investments			2,423.3				2,423.3				2,121.8				2,121.8
Investment securities			497.6				504.1				588.7				588.2
FHLB and FRB stock			41.5				41.5				35.6				35.6
Loans, net of reserves			6,701.0				6,595.8				7,085.1				6,993.5
Loans held for sale			24.4				24.4				52.5				52.5
Interest rate swap contracts			34.5				34.5				40.1				40.1
Accrued interest receivable			20.3				20.3				20.8				20.8
Financial liabilities:
Deposits		$	8,839.6			$	8,919.4			$	8,975.1			$	9,053.1
Short-term borrowings			86.4				86.4				123.2				123.2
Interest rate swap contracts			36.0				36.0				41.8				41.8
Accrued interest payable			28.7				28.7				19.6				19.6
Long-term debt			595.5				628.8				595.0				630.6

Fair values measured on a recurring basis

To determine fair values measured on a recurring basis at March 31, 2011:

•

We used Level 1 and Level 2 inputs for investment securities. To determine the proper level of detail for disclosure, we considered the nature of each type of security listed and its associated risk, as well as its industry sector, vintage, geographic concentration, credit quality, and economic characteristics.

•

We used Level 2 inputs for interest rate swap contracts. Credit valuation adjustments did not significantly change the overall valuation of these contracts.

•

There were no transfers between Level 1 and Level 2 during the first three months of 2011.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Fair value of assets and liabilities measured on a recurring basis as of March 31, 2011

		Quoted prices
		in active
		markets for				Significant other				Significant
		identical				observable				unobservable
		instruments				inputs				inputs
(in millions)		(Level 1)				(Level 2)				(Level 3)				Total
Assets:
Investment securities available for sale:
U.S. Treasury securities		$	31.8			$	—			$	—			$	31.8
Government agency securities			—				190.4				—				190.4
Obligations of state and political subdivisions			—				9.0				—				9.0
Collateralized mortgage obligations:
Secured by residential mortgages			—				21.9				—				21.9
Mortgage-backed debt securities:
Residential mortgage-backed securities			—				133.0				—				133.0
Preferred stock:
Large financial institutions			—				1.5				—				1.5
Small financial institutions			—				3.0				—				3.0
Total preferred stock			—				4.5				—				4.5
Other marketable equity securities:
Mutual funds			—				3.0				—				3.0
Other			—				1.3				—				1.3
Total other marketable equity securities			—				4.3				—				4.3
Total investment securities available for sale			31.8				363.1				—				394.9
Interest rate swap contracts			—				34.5				—				34.5
Total assets		$	31.8			$	397.6			$	—			$	429.4
Liabilities:
Interest rate swap contracts		$	—			$	36.0			$	—			$	36.0
Total liabilities		$	—			$	36.0			$	—			$	36.0

Fair values measured on a nonrecurring basis

To determine fair values measured on a nonrecurring basis at March 31, 2011:

•

For loans, we used Level 2 or Level 3 inputs, consisting principally of third-party appraisals and the previously described techniques. Loan amounts are based mainly on the fair value of the loan’s collateral or the loan balance, whichever is lower. Typically, loans measured at fair value on a nonrecurring basis are loans for which we have recorded a partial charge-off in the current period. These amounts do not include fully charged-off loans, because we carry fully charged-off loans at zero on our balance sheet. Also, according to ASC 820, measurements for impaired loans that are determined using a present value technique are not considered fair value measurements under the standard and, therefore, are not included. Because an appraisal values the underlying collateral and not the specific loan, and because the real estate market is not consistent or active for all property types, we consider third-party appraisals to meet the definition of Level 2 inputs as described in ASC 820. Internal appraisals may be considered Level 2 or Level 3 inputs, depending on the factors used in the calculation. We make no adjustments to third-party appraised values, other than costs to sell, in estimating the fair value of the loans.

Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2011

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

•

For loans held for sale, we used a Level 2 input consisting of either an offer price that a third party gave to us on these specific loans, a quote from a third-party broker, or other means, such as appraisal data.

•

For OREO, we used Level 2 or Level 3 inputs, which consist of appraisals or internal estimates of fair value. We record OREO on our balance sheet at the related loan balance or the fair value of the property, net of cost to sell, whichever is lower. We consider third-party appraisals to meet the definition of Level 2 inputs.

•

For TruPS, we used Level 2 and Level 3 inputs, as continued illiquidity in the market for these instruments made it difficult to determine their valuation. We use input information, provided by third-party advisors and brokers in an internal model that considers liquidity and credit risk, to discount cash flow projections.

At March 31, 2011, all of our held-to-maturity (HTM) investment securities with fair values measured on a nonrecurring basis were OTTI TruPS. For more information about these securities, read Note 12, “Investment securities,” in these financial statements.

Fair value of assets and liabilities measured on a nonrecurring basis as of March 31, 2011

		Quoted prices in				Significant
		active markets for				other				Significant
		identical				observable				unobservable
		instruments				inputs				inputs
(in millions)		(Level 1)				(Level 2)				(Level 3)				Total
Loans		$	16.6			$	40.3			$	14.3			$	71.2
Loans held for sale			—				24.4				—				24.4
OREO			—				25.3				—				25.3
Investment securities held to maturity:
Pooled trust-preferred securities			—				17.6				—				17.6
Total assets		$	16.6			$	107.6			$	14.3			$	138.5
Liabilities		$	—			$	—			$	—			$	—