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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

March 12, 2012

 


 

 

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-10253

 

41-1591444

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation)

 

 

 

 

 

 

200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693

(Address of principal executive offices, including Zip Code)

 

(952) 745-2760

(Registrant’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On March 12, 2012, TCF Financial Corporation (the “Company”) completed steps taken to reposition its balance sheet to reduce higher cost borrowings, reduce balance sheet risk and improve future earnings potential.  As part of the transaction, the Company has extinguished $3.6 billion of borrowings through the repayment of $2.1 billion of Federal Home Loan Bank (“FHLB”) advances and the termination of $1.5 billion of borrowings under term repurchase agreements.  The Company also sold $1.9 billion of mortgage backed securities that were all issued by U.S. government-sponsored enterprises and had a weighted average yield of 3.8%.  The securities were sold to J.P. Morgan Securities Inc.

 

The Company funded the extinguishment with $2.1 billion of floating and fixed rate FHLB advances and the sale of the mortgage backed securities.  As a result of these steps to reposition the balance sheet, the Company has infused cash, originally intended for redemption of the trust preferred securities, into TCF National Bank.  The Company will reevaluate the redemption of the trust preferred securities upon the occurrence of a capital treatment event or at their call date of August 15, 2013, when the trust preferred securities become redeemable.

 

These actions will result in a net after-tax charge of $293 million, or a loss of $1.85 per share, which will be recorded during the first quarter of 2012.  Additionally, the Company’s capital ratios will be reduced slightly as a result of these transactions.  A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

The Company expects to make presentations related to its balance sheet repositioning and other business updates.  Information is being furnished herein in Exhibit 99.2 with respect to presentations to investors and others that may be made by executive officers of the Company.  These materials are dated as of March 13, 2012, and the Company does not undertake to update the materials after that date.

 

The presentation is also available on the Investor Relations section of the Company’s web site at http://ir.tcfbank.com.  The Company’s Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the Company.

 

Information contained in this item 7.01, including Exhibit 99.2 shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information and Exhibit 99.2 be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated March 13, 2012

99.2

 

Investor Presentation of TCF Financial Corporation, dated March 13, 2012

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TCF FINANCIAL CORPORATION

 

 

 

 

 

/s/ William A. Cooper

 

William A. Cooper,

 

Chairman and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Michael S. Jones

 

Michael S. Jones, Executive Vice President and

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

 

 

 

/s/ David M. Stautz

 

David M. Stautz, Senior Vice President,

 

Controller and Managing Director,

 

Corporate Development

 

(Principal Accounting Officer)

 

Dated:  March 13, 2012

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

NEWS RELEASE

 

 

CONTACT:

 

Jason Korstange

 

 

 

 

 

(952) 745-2755

 

 

 

 

 

www.tcfbank.com

 

 

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

200 Lake Street East, Wayzata, MN 55391-1693

 

TCF Financial Corporation Repositions Balance Sheet

 

WAYZATA, MN, March 13, 2012 – TCF Financial Corporation (“TCF”) (NYSE: TCB) announced today that it has taken steps to reposition its balance sheet by prepaying $3.6 billion of long-term debt and selling $1.9 billion of mortgage-backed securities, which it anticipates will increase net interest margin and reduce interest rate risk.

 

“TCF’s strong capital and liquidity position created the opportunity for us to execute this transaction,” said William A. Cooper, Chairman and Chief Executive Officer.  “This balance sheet repositioning enables TCF to realize its true franchise value from its ongoing strategy of originating high-yielding, low-risk, secured loans and leases funded by a low-cost, core deposit base.”

 

TCF’s current asset growth strategy along with the outlook of the interest rate environment made it prudent for TCF to develop and execute a comprehensive balance sheet repositioning transaction.  A reliance on longer term, fixed-rate debt was appropriate for TCF’s previous strategy of growth in real estate assets with longer durations, such as residential and commercial real estate loans and mortgage-backed securities.  Given TCF’s current strategic focus on growth in nationally-oriented specialty finance assets with shorter

 

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durations and/or variable interest rates, a more flexible funding structure will significantly increase TCF’s ability to maximize net interest income and net interest margin going forward.

 

TCF’s long-term, fixed-rate debt was originated at market rates prior to the economic crisis.  At the time of the balance sheet repositioning, the interest rates on these borrowings were significantly above current market rates.  In addition, in late January 2012 the Federal Reserve forecast interest rates to remain at historically low levels through at least 2014.  As a result, this action better positions TCF for today’s interest rate outlook while reducing interest rate risk tied to longer duration, fixed-rate securities.

 

As part of the transaction TCF executed several actions aimed at better positioning its balance sheet:

 

Transaction Details

 

·    Deleveraged the balance sheet by selling $1.9 billion of 3.8 percent weighted average mortgage-backed securities resulting in a $77 million gain ($48 million after-tax).

 

·    Restructured $3.6 billion of 4.3 percent weighted average debt with a termination loss of $551 million ($341 million after-tax).

 

o    Replaced $2.1 billion of 4 percent weighted average fixed-rate, Federal Home Loan Bank advances with a mix of floating and fixed-rate borrowings with a current rate of .5 percent.

 

o    Terminated $1.5 billion of 4 percent weighted average fixed-rate repurchase agreement borrowings.

 

The actions above result in TCF recognizing a one-time, net after-tax charge of $293 million, or a loss of $1.85 per common share, recorded in the first quarter of 2012.

 

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Future Impacts

 

·    Enhances TCF’s net interest margin and net interest income:

 

o    Net interest margin expected to increase by approximately 96 basis points on an annualized basis.

 

o    Net interest income expected to increase by approximately $74 million, pre-tax, on an annualized basis.

 

·    Improves funding optionality and interest rate risk:

 

o    Decreases TCF’s interest rate risk and mark-to-market risk profile.

 

o    Reduces TCF’s reliance on wholesale borrowings.

 

·    December 31, 2011 capital ratios remain strong, adjusted to reflect the after-tax impact of the transaction and assumes the full-period impact on average assets from the deleveraging:

 

o    Tier 1 leverage capital ratio of 8.45 percent.

 

o    Tier 1 common capital ratio of 9.84 percent (see “Reconciliation of GAAP to non-GAAP Measures”).

 

J.P. Morgan acted as lead financial advisor on the transaction. Barclays Capital acted as joint financial advisor on the transaction.

 

Conference Call Information

 

TCF will host a teleconference to discuss the content of this disclosure.  The teleconference will occur today, Tuesday March 13, 2012 at 10:00 a.m. CT.  If you would like to listen to TCF’s live teleconference, please dial (877) 245-6230.  The teleconference will also be webcast live on the Investor Relations section of TCF’s website, http://ir.tcfbank.com and will be archived for replay.  You may also access the replay by

 

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dialing (855) 859-2056 and enter conference ID #61179886.  Replay begins two hours after the call is completed and will be available through Wednesday, March 21.

 

Additional information regarding the transaction is available on the Investor Relations section of TCF’s website, http://ir.tcfbank.com.

 

About TCF Financial Corporation

 

TCF Financial Corporation is a Wayzata, Minnesota-based national bank holding company with $19 billion in total assets at December 31, 2011. TCF has over 430 branches in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota, providing retail and commercial banking services. TCF also conducts commercial leasing and equipment finance business in all 50 states, commercial inventory finance business in the U.S. and Canada, and indirect auto finance business in over 30 states. For more information about TCF, please visit www.tcfbank.com.

 

Safe Harbor for Forward-Looking Statements

 

Any statements contained in this release regarding the outlook for TCF’s businesses and their respective markets, such as projections of future earnings performance, statements of TCF’s plans and objectives, forecasts of market trends and other matters, are forward-looking statements based on TCF’s assumptions and beliefs. Such statements may be identified by such words or phrases as “will likely result,” “are expected to,” “will continue,” “outlook,” “will benefit,” “is anticipated,” “estimate,” “project,” “management believes” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those

 

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discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these statements, TCF claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events.

 

Certain factors could cause TCF’s future results to differ materially from those expressed or implied in any forward-looking statements contained in this release. These factors include the factors discussed in Part I, Item 1A of TCF’s 2011 Annual Report on Form 10-K under the heading “Risk Factors” and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive.

 

Reconciliation of GAAP to non-GAAP Measures –

Total Tier 1 Common Capital Ratio (1)

($000s)

 

 

 

Dec. 31, 2011

 

Adjusted

 

Total Tier 1 risk-based capital ratio:

 

 

 

 

 

Total tier 1 capital

 

$1,706,926

 

$1,413,427

 

Total risk-weighted assets

 

$13,475,330

 

$13,090,580

 

Total tier 1 risk-based capital ratio

 

12.67%

 

10.80%

 

Computation of tier 1 common capital ratio:

 

 

 

 

 

Total tier 1 capital

 

$1,706,926

 

$1,413,427

 

Less:

 

 

 

 

 

Qualifying trust preferred securities

 

115,000

 

115,000

 

Qualifying non-controlling interest in subsidiaries

 

10,494

 

10,494

 

Preferred stock

 

 

 

Total tier 1 common capital

 

1,581,432

 

1,287,933

 

Total risk-weighted assets

 

$13,475,330

 

$13,090,580

 

Total tier 1 common capital ratio

 

11.74%

 

9.84%

 

 

(1) In contrast to GAAP-basis measures, the total tier 1 common capital ratio excludes the effect of qualifying trust preferred securities and qualifying non-controlling interest in subsidiaries.  Management reviews the total tier 1 common capital ratio as an on-going measure and has included this information because of current interest in the industry.  The methodology for calculating total tier 1 common capital may vary between companies.

 

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Section 3: EX-99.2 (EX-99.2)

Exhibit 99.2

 

GRAPHIC

Balance Sheet Repositioning Investor Presentation

 


GRAPHIC

Index Overview of Transaction Backdrop for transaction / evolution of TCF Transaction details Transaction rationale / impact 1Q12 Mid-Quarter Update Conclusion Questions and Answers

 


Repositioning Highlights Transaction Deleverage balance sheet with sale of $1.9 billion of MBS Restructure $3.6 billion of long-term borrowings Rationale Increases net interest margin Reduces interest rate risk Impact This balance sheet repositioning enables TCF to realize its true franchise value from its ongoing strategy of originating high-yielding, low-risk, secured loans and leases funded by a low-cost, core deposit base Deploys capital in an earnings accretive manner

 


Evolution of TCF and Shifting Backdrop Asset growth as part of TCF’s evolution is primarily coming from: Inventory Finance Auto Finance Leasing and Equipment Finance Interest rate environment Federal Reserve expects interest rates to remain at the current low levels through at least 2014 Long-term, fixed-rate debt originated at market rates prior to the economic crisis and the sustained drop in interest rates Rates on long-term borrowings were significantly above current market rates Revenue Focused on growth and quality of net interest income and net interest margin Increased pressure on banking fee revenue

 


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Variable Rate and Short Duration Assets Driving Growth Strategy Previous Strategy Focused on loans and investments secured by real estate assets with longer durations (residential loans, commercial loans and mortgage-backed securities) Reliance on long-term, fixed-rate debt was appropriate Current Strategy Growth in nationally-oriented specialty finance assets with: Variable rates – Inventory Finance Short duration, fixed rates Leasing and Equipment Finance Auto Finance A more flexible funding structure significantly increases TCF’s ability to maximize net interest income and net interest margin

 


Transaction Details Deleveraged balance sheet by selling $1.9 billion of 3.8% weighted average weighted average weighted average weighted average weighted average  MBS resulting in a $77 million gain ($48 million after-tax) which reduces exposure to prepayment and mark-to-market risk Restructured $3.6 billion of 4.3% debt with a termination loss of $551 million ($341 million after-tax) with a weighted average maturity of approximately 4.75 years Replaced $2.1 billion of 4.4% fixed-rate, FHLB advances with a mix of floating and fixed rate borrowings with a current rate of .5% Terminated $1.5 billion of 4.2% repurchase agreement borrowings Transaction deemed to be a better alternative versus redemption of trust preferred securities Capital infusion of $120 million from the Holding Company into TCF National Bank One-time net after-tax charge of $293 million, or a loss of $1.85 per common share, to be recorded during 1Q12

 


Balance Sheet Improves TCF’s Outlook Net Interest Margin Expansion Estimated annualized impact to net interest margin of $74 million pre-tax, or 96 bps Decreased Interest Rate Risk Sales of 3.8% weighted average MBS decreases TCF’s interest rate risk and mark-to-market risk profile Reduced reliance on wholesale funding from 26% to 19% of total deposits & borrowings Strong adjusted capital with Tier 1 common capital ratio of 9.84% Improved Funding Optionality Aligned with loan and lease growth and type Creates opportunity to grow deposits Recently announced $805 million deposit assumption, subject to regulatory approval (expected to close during 2Q12) Ability to reduce loan-to-deposit ratio Less reliance on wholesale funding (1) (1) See "Reconciliation of Non-GAAP Measures - Total Tier 1 Common Capital Ratio" slide

 


Variable and Short-term Long-Term Fixed-Rate 100% Down 33% 34% 66% 12/31/2011 12/31/11 Adjusted 4Q11 4Q11 Adjusted 12/31/2011 12/31/11 Adjusted Total Assets Annualized. Adjusted data reflects normalized annual run-rate as if the transaction  Occurred at the beginning of 4Q11 Transaction Improves Balance Sheet Flexibility Increased flexibility around Wholesale funding Deleveraging of Balance Sheet $4.4 $2.9 $19.0 $17.0 Wholesale Borrowings as a % of total deposits & borrowings 12/31/11: 26% Adjusted: 19% ($ Billions) $1.9 $1.0 Rate 4.26% 1.39% Increased forward earning potential (1) 3.92% 4.83% Interest Margin % Down 11% Asset and liability liquidity levels remain strong Annualized Margin Benefit Deleverage of Balance Sheet $(69) Repurchase Agreement Debt Termination 63 FHLB Advance Termination 91 FHLB Advance New Issuance (11) Net Margin Improvement 74 Potential Sub-debt Issuance (9)  Normalized Annual Run Rate $65 ($ Millions) (2)  In anticipation of 2012 balance sheet growth (impact shown is annualized) (2)

 


Capital Ratios Remain Strong (1) Includes net after-tax cost of the transaction and assumes that the reduction in average assets included the impact of the deleveraged balance sheet for the entire period (2) The well-capitalized requirements are determined by the Federal Reserve for TCF and by the OCC for TCF Bank pursuant to the FDIC Improvement Act of 1991 (3) See “Reconciliation of GAAP to Non-GAAP Measures – Tangible Realized Common Equity” slide (4) See “Reconciliation of GAAP to Non-GAAP Measures – Total Tier 1 Common Capital Ratio” slide Dec. 31, 2011 Dec. 31, 2011 Adjusted (1) Well-Capitalized (2) TCF Financial Corporation TCF National Bank Dec. 31, 2011 Dec. 31, 2011 Adjusted (1) Well-Capitalized (2) Tangible Realized Common Eq. / TA (3) 8.42 % 7.67 % Tier 1 Common (4) 11.74 % 9.84 % Tier 1 Leverage 9.15 % 8.45 % Tier 1 Risk-Based Capital 12.67 % 10.80 % 6.00 % Total Risk-Based Capital 14.80 % 12.96 % 10.00 % Tier 1 Leverage 8.33 % 8.25 % 5.00 % Tier 1 Risk-Based Capital 11.53 % 10.54 % 6.00 % Total Risk-Based Capital 13.67 % 12.71 % 10.00 %

 


GRAPHIC

1Q12 Mid-Quarter Update Loan and Lease Growth Inventory Finance Expected 1Q12 growth of approximately $800 million on ending balances Auto Finance December 2011 (one month only) loan originations of $33 million 1Q12 originations expected to exceed $150 million Leasing and Equipment Finance 1Q12 loan originations expected to increase approximately 15 percent year-over-year Banking Fees Update Expect continued pressure on fees due to first quarter seasonality, customer behavior changes and negative momentum of changes to the account structure implemented in 4Q11 March 2012 rollout of customer choice checking account structure expected to result in less account attrition and allow for continued account growth over the long-term Credit Quality As previously mentioned, credit costs will remain elevated during the first half of 2012

 


Conclusion Provides funding flexibility needed to optimize current asset growth and diversification strategy Better positions TCF for today’s interest rate outlook Increases future earnings potential Maintains strong capital ratios Reduces interest rate risk tied to longer duration, fixed-rate securities The resulting balance sheet better positions TCF and its stockholders for long-term success

 


GRAPHIC

Appendix

 


 12/31/11 Transaction Impact Adjusted 12/31/11 (1) 1 Cash and Investments $1,547 $(100) $1,447 2 Mortgage Backed Sec. (2) 2,324 (1,901) 423 3 Net Loans and Leases 13,895 -- 13,895 4 Other 1,213 -- 1,213 5 Total Assets $18,979 $(2,001) $16,978 6

Deposits $12,202 $-- $12,202 7 Borrowings 4,387 (1,450) 2,937 8 Other 511 (210) 301 9 Total Liabilities 17,100 (1,660) 15,440 10 Equity 1,879 (341) 1,538 11 Total Liab. and Equity $18,979 $(2,001) $16,978 Represents 12/31/2011 numbers adjusted for the impact of the transaction assuming it occurred on 12/31/2011 Yields at 12/31/2011 were 3.8% and as adjusted are 3.7% Equity impact greater than one-time net after-tax charge due to mark-to-market on securities already in equity ($ Millions) Balance Sheet Impact (3)

 


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Cost of Borrowings December 31, 2011 Impact of Transaction Adjusted Adjusted Year of Weighted Debt New With New Weighted Maturity Amount Rate Termination Borrowings Borrowings Rate 1 Variable-rate FHLB advances 2013 $ - - $ - $ 280,000 $ 280,000 0.40% 2 2014 - - - 448,000 448,000 0.45% 4 2015 - - - 125,000 125,000 0.46% 4 Subtotal $ - - - $ 853,000 $ 853,000 0.43% 5 Fixed-rate FHLB advances and repurchase agreements 2013 400,000 0.97% - - 400,000 0.97% 6 2015 900,000 4.18% (900,000) - - - 7 2016 1,100,000 4.49% (1,100,000) 297,000 297,000 1.12% 8 2017 1,250,000 4.60% (1,250,000) - - - 9 2018 300,000 3.51% (300,000) - - - 10 Subtotal – fixed-rate advances and repurchase agreements 3,950,000 4.02% (3,550,000) 297,000 697,000 1.03% 11 Total – advances and repurchase agreements 3,950,000 4.02% (3,550,000) 1,150,000 1,150,000 0.70% 12 Subordinated bank notes 2014 71,020 2.21% - - 71,020 2.21% 13 2015 50,000 2.14% - - 50,000 2.14% 14 2016 74,661 5.63% - - 74,661 5.63% 15 Subtotal 195,681 3.49% - - 195,681 3.49% 16 Junior subordinated notes (trust preferred) 2068 114,236 12.83% - - 114,236 12.83% 17 Discounted lease rentals 121,747 5.25% - - 121,747 5.25% 18 Total long-term borrowings 4,381,664 4.26% (3,550,000) 1,150,000 1,981,664 1.96% 19 Short-term borrowings 6,416 0.10% - 950,000 956,416 0.29% 20 Total wholesale debt 4,388,080 4.26% (3,550,000) 2,100,000 2,938,080 1.42%

 


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(1) In contrast to GAAP-basis measures, tangible realized common equity excludes the effect of goodwill, other intangibles and accumulated other comprehensive income (loss). Management reviews tangible realized common equity as an ongoing measure and has included this information because of current interest in the industry. The methodology for calculating tangible realized common equity may vary between companies. Reconciliation of GAAP to Non-GAAP Measures – Tangible Realized Common Equity (1) Computation of total equity to total assets: Total equity $ 1,878,627 $ 1,537,447 Total assets $ 18,979,388 $ 16,978,153 Total equity to total assets 9.90 % 9.05 % Computation of tangible realized common equity to tangible assets Total equity $ 1,878,627 $ 1,537,447 Less: Non-controlling interest in subsidiaries 10,494 10,494 Total TCF stockholders’ equity 1,868,133 1,526,953 Less: Goodwill 225,640 225,640 Customer based intangibles 7,134 7,134 Accumulated other comprehensive income 56,826 9,145 Tangible realized common equity $ 1,578,533 $ 1,285,034 Total assets $ 18,979,388 $ 16,978,153 Less: Goodwill 225,640 225,640 Customer based intangibles 7,134 7,134 Tangible assets $ 18,746,614 $ 16,745,379 Total tangible realized common equity to tangible assets 8.42 % 7.67 % ($000s) Adjusted Dec. 31, 2011

 


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Adjusted Total Tier 1 risk-based capital ratio: Total tier 1 capital $ 1,706,926 $ 1,413,427 Total risk-weighted assets $ 13,475,330 $ 13,090,580 Total tier 1 risk-based capital ratio 12.67 % 10.80 % Computation of tier 1 common capital ratio: Total tier 1 capital $ 1,706,926 $ 1,413,427 Less: Qualifying trust preferred securities 115,000 115,000 Qualifying non-controlling interest in subsidiaries 10,494 10,494 Preferred stock -- -- Total tier 1 common capital 1,581,432 1,287,933 Total risk-weighted assets $ 13,475,330 $ 13,090,580 Total tier 1 common capital ratio 11.74 % 9.84 % ($000s) Dec. 31, 2011 Reconciliation of GAAP to Non-GAAP Measures – Total Tier 1 Common Capital Ratio (1) (1) In contrast to GAAP-basis measures, the total tier 1 common capital ratio excludes the effect of qualifying trust preferred securities and qualifying non-controlling interest in subsidiaries. Management reviews the total tier 1 common capital ratio as an on-going measure and has included this information because of current interest in the industry. The methodology for calculating total tier 1 common capital may vary between companies.

 


GRAPHIC

Cautionary Statement Any statements contained in this release regarding the outlook for TCF’s businesses and their respective markets, such as projections of future earnings performance, statements of TCF’s plans and objectives, forecasts of market trends and other matters, are forward-looking statements based on TCF’s assumptions and beliefs. Such statements may be identified by such words or phrases as “will likely result,” “are expected to,” “will continue,” “outlook,” “will benefit,” “is anticipated,” “estimate,” “project,” “management believes” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these statements, TCF claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events. Certain factors could cause TCF’s future results to differ materially from those expressed or implied in any forward-looking statements contained in this release. These factors include the factors discussed in Part I, Item 1A of TCF’s 2011 Annual Report on Form 10-K under the heading “Risk Factors” and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive.

 

 

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