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Section 1: 10-K (10-K)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2009

or

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

For the transition period from                   to

 

Commission File No. 001-10253

 

TCF Financial Corporation

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

41-1591444

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

200 Lake Street East, Mail Code EX0-03-A,
Wayzata, Minnesota 55391-1693
(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: 952-745-2760
Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock (par value $.01 per share)

 

New York Stock Exchange

Warrants

 

New York Stock Exchange

(Title of class)

 

(Name of exchange on which registered)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes

x

 

No

o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes

o

 

No

x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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

x

 

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 Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes

o

 

No

o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

x

 

Accelerated filer       o

 

 

 

 

Non-accelerated filer

 

o

 

(Do not check if a smaller reporting company)

 

Smaller reporting company

o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

o

 

No

x

 

As of June 30, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter as reported by the New York Stock Exchange, was $1,489,988,868.

 

As of January 29, 2010, there were 129,310,146 shares outstanding of the registrant’s common stock, par value $.01 per share, its only outstanding class of common stock.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Specific portions of the Registrant’s definitive Proxy Statement dated March 10, 2010 are incorporated by reference into Part III hereof.

 

 

 


 

Table of Contents

 

 

 

Description

 

Page

 

Part I

 

 

 

 

 

Item 1.

 

Business

 

1

 

Item 1A.

 

Risk Factors

 

8

 

Item 1B.

 

Unresolved Staff Comments

 

13

 

Item 2.

 

Properties

 

13

 

Item 3.

 

Legal Proceedings

 

13

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

13

 

 

 

 

 

 

 

Part II

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

14

 

Item 6.

 

Selected Financial Data

 

16

 

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

17

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

43

 

Item 8.

 

Financial Statements and Supplementary Data

 

45

 

 

 

Report of Independent Registered Public Accounting Firm

 

45

 

 

 

Consolidated Financial Statements

 

46

 

 

 

Notes to Consolidated Financial Statements

 

50

 

 

 

Other Financial Data

 

79

 

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

79

 

Item 9A.

 

Controls and Procedures

 

80

 

 

 

Management’s Report on Internal Control Over Financial Reporting

 

80

 

 

 

Report of Independent Registered Public Accounting Firm

 

81

 

Item 9B.

 

Other Information

 

81

 

 

 

 

 

 

 

Part III

 

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

82

 

Item 11.

 

Executive Compensation

 

83

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

83

 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

83

 

Item 14.

 

Principal Accounting Fees and Services

 

83

 

 

 

 

 

 

 

Part IV

 

 

 

 

 

Item 15.

 

Exhibits, Financial Statement Schedules

 

84

 

Signatures

 

85

 

Index to Exhibits

 

86

 

 


 

Part I

 

Item 1. Business

 

General

 

TCF Financial Corporation (“TCF” or the “Company”), a Delaware Corporation incorporated on April 28, 1987, is a financial holding company based in Wayzata, Minnesota. Its principal subsidiary is TCF National Bank (“TCF Bank”), which is headquartered in Sioux Falls, South Dakota. TCF Bank operates bank branches in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota (TCF’s primary banking markets). TCF’s focus is on the delivery of retail and commercial banking products in markets served by TCF Bank, and commercial equipment loans and leases and inventory finance loans throughout the United States and Canada.

 

At December 31, 2009, TCF had total assets of $17.9 billion and was the 34th largest publicly traded bank holding company in the United States based on total assets as of September 30, 2009. Unless otherwise indicated, references herein to “TCF” include its direct and indirect subsidiaries. References herein to the “Holding Company” or “TCF Financial” refer to TCF Financial Corporation on an unconsolidated basis.

 

TCF’s core businesses include Retail Banking, Wholesale Banking and Treasury Services. Retail Banking includes branch banking and retail lending. Wholesale Banking includes commercial banking, leasing and equipment finance and inventory finance. Treasury Services includes the Company’s investment and borrowing portfolios and management of capital, debt and market risks, including interest-rate and liquidity risks. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Financial Condition Analysis – Operating Segment Results” and Note 23 of Notes to Consolidated Financial Statements for information regarding TCF’s reportable operating segments.

 

Retail Banking

 

At December 31, 2009, TCF had 443 retail banking branches, consisting of 197 traditional branches, 233 supermarket branches and 13 campus branches. TCF operates 202 branches in Illinois, 110 in Minnesota, 56 in Michigan, 36 in Colorado, 26 in Wisconsin, seven in Arizona, five in Indiana and one in South Dakota.

 

Campus banking represents an important part of TCF’s Retail Banking business. TCF has alliances with the University of Minnesota, the University of Michigan, the University of Illinois and six other colleges. These alliances include exclusive marketing, naming rights and other agreements. Branches have been opened on many of these college campuses. TCF provides multi-purpose campus cards for many of these colleges. These cards serve as a school identification card, ATM card, library card, security card, health care card, phone card and stored value card for vending machines or similar uses. TCF is ranked 5th largest in number of campus card banking relationships in the U.S. At December 31, 2009, there were $251.3 million in campus deposits. TCF has a 25-year naming rights agreement with the University of Minnesota to sponsor its new football stadium called “TCF Bank Stadium®” which opened in September, 2009.

 

Non-interest income is a significant source of revenue for TCF and an important factor in TCF’s results of operations. Increasing fee and service charge revenue has been challenging as a result of changing customer behavior. Providing a wide range of retail banking services is an integral component of TCF’s business philosophy and a major strategy for generating additional non-interest income. Key drivers of non-interest income are the number of deposit accounts and related transaction activity. Regulations issued in November of 2009 will restrict the imposition of overdraft fees and could have a significant adverse impact on TCF’s non-interest income.

 

In response to these new regulations, TCF is implementing several changes to its checking products including charging certain customers a monthly maintenance fee if they fail to meet certain account requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Income Statement and Analysis – Non-Interest Income” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Information” for additional information.

 

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Lending Activities

 

General  TCF’s lending activities reflect its community banking philosophy, emphasizing secured loans to individuals and businesses in its primary market areas. TCF is also engaged in leasing and equipment finance and in 2008 began conducting inventory finance activities. These activities are conducted throughout the United States and in Canada. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Financial Condition Analysis – Loans and Leases” and Note 5 of Notes to Consolidated Financial Statements for additional information regarding TCF’s loan and lease portfolios.

 

Retail Lending  TCF makes consumer loans for personal, family or household purposes, such as home purchases, debt consolidation, financing of home improvements, automobiles, vacations and education.

 

TCF’s retail lending origination activity primarily consists of consumer real estate secured lending. It also includes originating loans secured by personal property and, to a limited extent, unsecured personal loans. Consumer loans may be made on a revolving line of credit or fixed-term basis. TCF does not have any subprime lending programs nor has it originated 2/28 adjustable-rate mortgages (ARM) or option ARM loans.

 

Commercial Real Estate Lending  Commercial real estate loans are loans originated by TCF that are secured by commercial real estate which includes, retail centers, office buildings, multi-family housing and to a lesser extent, commercial real estate construction loans, mainly to borrowers based in its primary markets.

 

Commercial Business Lending  Commercial business loans are loans originated by TCF that are generally secured by various types of business assets including inventory, receivables, equipment and financial instruments. In very limited cases, loans may be originated on an unsecured basis. Commercial business loans are used for a variety of purposes including working capital and financing the purchase of equipment.

 

TCF concentrates on originating commercial business loans to middle-market companies with borrowing requirements of less than $25 million. Substantially all of TCF’s commercial business loans outstanding at December 31, 2009, were to borrowers based in its primary markets.

 

Leasing and Equipment Finance  TCF provides a broad range of comprehensive lease and equipment finance products addressing the financing needs of diverse types of small to large companies. TCF’s leasing and equipment finance businesses, TCF Equipment Finance, Inc. (“TCF Equipment Finance”) and Winthrop Resources Corporation (“Winthrop Resources”), finance equipment in all 50 states and, to a limited extent, in foreign countries. TCF Equipment Finance delivers equipment finance solutions to small and mid-size companies in various industries with significant diversity in the types of underlying equipment. Winthrop Resources focuses on providing customized lease financing to meet the special needs of mid-size and large companies and health care facilities that procure high-tech equipment such as computers, servers, telecommunication and other technology equipment. During 2009, Winthrop Resources acquired all of the outstanding shares of Fidelity National Capital, Inc. (“FNCI”), which provides technology financing and leasing solutions similar to those provided by Winthrop.

 

Inventory Finance  TCF’s Inventory Finance business originates commercial variable rate loans which are secured by the underlying floorplanned equipment and supported by repurchase agreements from original equipment manufacturers, with a focus on consumer electronics, household appliances and lawn and garden products. TCF Inventory Finance operates primarily in the U.S. with a presence in Canada and commenced lending operations in December of 2008. In the third quarter of 2009, TCF Inventory Finance formed a joint venture with The Toro Company (“Toro®”) called Red Iron Acceptance, LLC (“Red Iron”). Red Iron provides U.S. distributors and dealers and select Canadian distributors of the Toro and Exmark® brands with reliable, cost-effective sources of financing. TCF and Toro will maintain a 55% and 45% ownership interest, respectively, in Red Iron.

 

Investment Activities

 

TCF Bank has authority to invest in various types of liquid assets, including United States Department of the Treasury (“U.S. Treasury”) obligations and securities of various federal agencies and U.S. Government sponsored enterprises, deposits of insured banks, bankers’ acceptances and federal funds. TCF Bank’s investments do not include commercial paper, asset-backed commercial paper, asset-backed securities secured by credit cards or auto loans, trust

 

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preferred securities or preferred stock of Fannie Mae or Freddie Mac. TCF Bank also does not participate in structured investment vehicles and does not have any bank-owned life insurance. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the returns on loans and leases. TCF Bank must also meet reserve requirements of the Federal Reserve Board, which are imposed based on amounts on deposit in various deposit categories.

 

Sources of Funds

 

Deposits  Deposits are the primary source of TCF’s funds for use in lending and for other general business purposes. Deposit inflows and outflows are significantly influenced by economic and competitive conditions, interest rates, money market conditions and other factors. Consumer, small business and commercial deposits are attracted from within TCF’s primary market areas through the offering of a broad selection of deposit instruments including consumer, small business and commercial demand deposit accounts, interest- bearing checking accounts, money market accounts, regular savings accounts, certificates of deposit and retirement savings plans.

 

TCF’s marketing strategy emphasizes attracting core deposits held in checking, savings, money market and certificate of deposit accounts. These accounts are a source of low-interest cost funds and provide significant fee income.

 

Information concerning TCF’s deposits is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Financial Condition Analysis – Deposits” and in Note 9 of Notes to Consolidated Financial Statements.

 

Borrowings  Borrowings may be used to compensate for reductions in deposit inflows or net deposit outflows, or to support expanded lending and leasing activities. These borrowings may include Federal Home Loan Bank (“FHLB”) advances, repurchase agreements, federal funds, advances from the Federal Reserve Discount Window and other borrowings.

 

TCF Bank, as a member of the FHLB system, is required to own a minimum level of FHLB stock and is authorized to apply for advances on the security of such stock, mortgage-backed securities, loans secured by real estate and other assets (principally securities which are obligations of, or guaranteed by, the United States Government), provided certain standards related to creditworthiness have been met. FHLB advances are made pursuant to several different credit programs. Each credit program has its own interest rates and range of maturities. The FHLB prescribes the acceptable uses to which the advances pursuant to each program may be made as well as limitations on the size of advances. In addition to the program limitations, the amounts of advances for which an institution may be eligible are generally based on the FHLB’s assessment of the institution’s creditworthiness.

 

As an additional source of funds, TCF may sell securities subject to its obligation to repurchase these securities (repurchase agreements) with major investment banks or the FHLB utilizing government securities or mortgage-backed securities as collateral. Generally, securities with a value in excess of the amount borrowed are required to be deposited as collateral with the counterparty to a repurchase agreement. The creditworthiness of the counterparty is important in establishing that the overcollateralized amount of securities delivered by TCF is protected. TCF only enters into repurchase agreements with institutions with a satisfactory credit profile.

 

Information concerning TCF’s FHLB advances, repurchase agreements, subordinated notes, junior subordinated notes (trust preferred) and other borrowings is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Financial Condition Analysis – Borrowings” and in Notes 10 and 11 of Notes to Consolidated Financial Statements.

 

Other Information

 

Activities of Subsidiaries of TCF Financial Corporation  TCF’s business operations include those conducted by direct and indirect subsidiaries of TCF Financial, all of which are consolidated for purposes of preparing TCF’s consolidated financial statements. TCF does not utilize unconsolidated subsidiaries or special purpose entities to provide off-balance sheet borrowings. TCF Bank subsidiaries principally engage in the following activities.

 

Leasing and Equipment Finance  See “Item 1. Business – Lending Activities” for information on TCF’s leasing and equipment finance business.

 

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Inventory Finance  See “Item 1. Business – Lending Activities” for information on TCF’s inventory finance business.

 

Competition  TCF competes with a number of depository institutions and financial service providers in its market areas, and experiences significant competition in attracting and retaining deposits and in lending funds. Direct competition for deposits comes primarily from banks, savings institutions, credit unions and investment banks. Additional significant competition for deposits comes from institutions selling money market mutual funds and corporate and government securities. TCF competes for the origination of loans with banks, mortgage bankers, mortgage brokers, consumer and commercial finance companies, credit unions, insurance companies and savings institutions. TCF also competes nationwide with other companies and banks in the financing of equipment and inventory. Expanded use of the Internet has increased competition affecting TCF and its loan, lease and deposit products.

 

Employees  As of December 31, 2009, TCF had 7,573 employees, including 2,435 part-time employees. TCF provides its employees with a comprehensive program of benefits, some of which are provided on a contributory basis, including comprehensive medical and dental plans, a 401(k) savings plan with a company matching contribution, life insurance and short- and long-term disability coverage.

 

Regulation

 

The banking industry is generally subject to extensive regulatory oversight. TCF Financial, as a publicly held financial holding company, and TCF Bank, which has deposits insured by the Federal Deposit Insurance Corporation (“FDIC”), are subject to a number of laws and regulations. Many of these laws and regulations have undergone significant change in recent years. These laws and regulations impose restrictions on activities, minimum capital requirements, lending and deposit restrictions and numerous other requirements. Future changes to these laws and regulations, and other new financial services laws and regulations, are likely and cannot be predicted with certainty. TCF Financial’s primary regulator is the Federal Reserve Bank (“FRB”) and TCF Bank’s primary regulator is the Office of the Comptroller of the Currency (“OCC”).

 

Regulatory Capital Requirements  TCF Financial and TCF Bank are subject to regulatory capital requirements of the FRB and the OCC, respectively, as described below. These regulatory agencies are required by law to take prompt action when institutions are viewed to be unsafe or unsound or do not meet certain minimum capital standards. The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) defines five levels of capital condition, the highest of which is “well-capitalized.” It requires that regulatory authorities subject undercapitalized institutions to various restrictions such as limitations on dividends or other capital distributions, limitations on growth or restrictions on activities. Undercapitalized banks must develop a capital restoration plan and the parent financial holding company is required to guarantee compliance with the plan. TCF Financial and TCF Bank are “well-capitalized” under the FDICIA capital standards.

 

The FRB and the OCC also have adopted rules that could permit them to quantify and account for interest-rate risk exposure and market risk from trading activity and reflect these risks in higher capital requirements. New legislation, additional rulemaking, or changes in regulatory policies may affect future regulatory capital requirements applicable to TCF Financial and TCF Bank. The ability of TCF Financial and TCF Bank to comply with regulatory capital requirements may be adversely affected by legislative changes, future rulemaking or policies of regulatory authorities, unanticipated losses or lower levels of earnings.

 

Restrictions on Distributions  TCF Financial’s ability to pay dividends is subject to limitations imposed by the FRB. In general, FRB regulatory guidelines call upon a bank holding company’s board of directors to take a number of factors into account when considering the payments of dividends, including the quality and level of current and prospective earnings.

 

Dividends or other capital distributions from TCF Bank to TCF Financial are an important source of funds to enable TCF Financial to pay dividends on its common stock, to make payments on TCF Financial’s borrowings, or for its other cash needs. The ability of TCF Financial and TCF Bank to pay dividends is dependent on regulatory policies and regulatory capital requirements. The ability to pay such dividends in the future may be adversely affected by new legislation or regulations, or by changes in regulatory policies.

 

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In general, TCF Bank may not declare or pay a dividend to TCF Financial in excess of 100% of its net retained profits for the current year combined with its net retained profits for the preceding two calendar years without prior approval of the OCC. TCF Bank’s ability to make capital distributions in the future may require regulatory approval and may be restricted by its regulatory authorities. TCF Bank’s ability to make any such distributions will also depend on its earnings and ability to meet minimum regulatory capital requirements in effect during future periods. These capital adequacy standards may be higher in the future than existing minimum regulatory capital requirements. The OCC also has the authority to prohibit the payment of dividends by a national bank when it determines such payments would constitute an unsafe and unsound banking practice. In addition, income tax considerations may limit the ability of TCF Bank to make dividend payments in excess of its current and accumulated tax “earnings and profits” (“E&P”). Annual dividend distributions in excess of E&P could result in a tax liability based on the amount of excess earnings distributed and current tax rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Financial Condition Analysis – Liquidity Management” and Notes 13 and 14 of Notes to Consolidated Financial Statements.

 

Regulation of TCF and Affiliates and Insider Transactions  TCF Financial is subject to FRB regulations, examinations and reporting requirements relating to bank or financial holding companies. Bank subsidiaries of financial holding companies like TCF Bank are subject to certain restrictions in their dealings with holding company affiliates.

 

A holding company must serve as a source of strength for its subsidiary banks, and the FRB may require a holding company to contribute additional capital to an under-capitalized subsidiary bank. In addition, Section 55 of the National Bank Act may permit the OCC to order the pro rata assessment of shareholders of a national bank where the capital of the bank has become impaired. If a shareholder fails to pay such an assessment within three months, the Board of Directors must cause the sale of the shareholder’s stock at public auction to cover a deficiency in the capital of a subsidiary bank. In the event of a holding company’s bankruptcy, any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and may be entitled to priority over other creditors.

 

Under the Bank Holding Company Act (“BHCA”), FRB approval is required before acquiring more than 5% control, or substantially all of the assets, of another bank, or bank or financial holding company, or merging or consolidating with such a bank or holding company. The BHCA also generally prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, providing services for its subsidiaries, or conducting activities permitted by the FRB as being closely related to the business of banking.

 

Restrictions on Change in Control  Federal and state laws and regulations contain a number of provisions which impose restrictions on changes in control of financial institutions such as TCF Bank, and which require regulatory approval prior to any such changes in control. The Restated Certificate of Incorporation of TCF Financial contains features which may inhibit a change in control of TCF Financial.

 

Acquisitions and Interstate Operations  Under federal law, interstate merger transactions may be approved by federal bank regulators without regard to whether such transactions are prohibited by the law of any state, unless the home state of one of the banks opted out of the Riegle-Neal Interstate Banking and Branching Act of 1994 by adopting a law after the date of enactment of such act, and prior to June 1, 1997, which applies equally to all out-of-state banks and expressly prohibits merger transactions involving out-of-state banks. Interstate acquisitions of branches by banks are permitted only if the law of the state in which the branches are located permits such acquisitions. Interstate mergers and branch acquisitions may also be subject to certain nationwide and statewide insured deposit maximum concentration levels or other limitations.

 

Insurance of Accounts  The deposits of TCF Bank have historically been insured by the FDIC up to $100,000 per insured depositor, except certain types of retirement accounts, which are insured up to $250,000 per insured

 

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depositor. On October 3, 2008, the maximum amount insured under FDIC deposit insurance was temporarily increased from $100,000 to $250,000 per insured depositor through December 31, 2009. This increase was part of the Emergency Economic Stabilization Act of 2008. In May 2009, the increase was extended through December 31, 2013. Additionally, TCF has elected to participate in the FDIC’s Temporary Liquidity Guarantee Program. Under this program, all non-interest bearing deposit transaction accounts at TCF with balances over $250,000 were fully insured through December 31, 2009 at an additional cost to TCF of 10 basis points per dollar over $250,000 on a per account basis. This program was extended through June 30, 2010 at an additional cost to TCF of 15 basis points per dollar over $250,000 on a per account basis.

 

The FDIC has set a designated reserve ratio of 1.25% ($1.25 against $100 of insured deposits) for the Deposit Insurance Fund (“DIF”). The Federal Deposit Insurance Act of 2005 (“FDIC Act”) provides the FDIC Board of Directors the authority to set the designated reserve ratio between 1.15% and 1.50%. The FDIC must adopt a restoration plan when the reserve ratio falls below 1.15% and begin paying dividends when the reserve ratio exceeds 1.35%. There is no requirement to achieve a specific ratio within a given time frame. The DIF reserve ratio calculated by the FDIC in effect at September 30, 2009 was a negative .16%.

 

In 2009, the annual insurance premiums on bank deposits insured by the DIF varied between $.07 per $100 of deposits for banks classified in the highest capital and supervisory evaluation categories to $.78 per $100 of deposits for banks classified in the lowest capital and supervisory evaluation categories. TCF Bank was classified in the highest capital and supervisory evaluation category.

 

As required by law, in October 2008, the FDIC Board adopted a restoration plan that would increase the reserve ratio to the 1.15% threshold within five years. As part of that plan, in December 2008, the FDIC Board of Directors voted to increase risk-based assessment rates uniformly by seven cents, on an annual basis, for the first quarter of 2009 due to deteriorating financial conditions in the banking industry. In February 2009, the FDIC extended the length of the period during which the reserve ratio must be restored to 1.15% from five years to seven years. TCF Bank paid a FDIC special assessment of $8.2 million in 2009 in addition to higher premium rates.

 

On November 12, 2009, the FDIC adopted a final rule requiring depository institutions to prepay their estimated quarterly insurance premium for fourth quarter 2009 and all of 2010, 2011 and 2012. TCF Bank prepaid $77.6 million of such premium on December 30, 2009. The expense related to this prepayment is anticipated to be recognized over the next three years based on actual calculations of quarterly provisions.

 

In addition to risk-based deposit insurance premiums, additional assessments may be imposed by the Financing Corporation, a separate U.S. government agency affiliated with the FDIC, on insured deposits to pay for the interest cost of Financing Corporation bonds. Financing Corporation assessment rates for 2009 ranged from $.0102 to $.0114 per $100 of deposits. Financing Corporation assessments of $1.2 million, $1.1 million and $1.1 million were paid by TCF Bank for 2009, 2008 and 2007, respectively.

 

The FDIC is authorized to terminate a depository institution’s deposit insurance if it finds that the institution is being operated in an unsafe and unsound manner or has violated any rule, regulation, order or condition administered by the institution’s regulatory authorities. Any such termination of deposit insurance would likely have a material adverse effect on TCF, the severity of which would depend on the amount of deposits affected by such a termination.

 

Under federal law, deposits and certain claims for administrative expenses and employee compensation against an insured depository institution are afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the liquidation or other resolution of such an institution by any receiver appointed by regulatory authorities. Such priority creditors would include the FDIC.

 

Examinations and Regulatory Sanctions  TCF is subject to periodic examination by the FRB, OCC and the FDIC. Bank regulatory authorities may impose a number of restrictions or new requirements on institutions found to be operating in an unsafe or unsound manner, including but not limited to growth limitations, dividend restrictions, individual

 

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increased regulatory capital requirements, increased loan, lease and real estate loss reserve requirements, increased supervisory assessments, activity limitations or other restrictions that could have an adverse effect on such institutions, their holding companies or holders of their debt and equity securities. Various enforcement remedies, including civil money penalties, may be assessed against an institution or an institution’s directors, officers, employees, agents or independent contractors. Under the Bank Secrecy Act, the OCC is obligated to take enforcement action where it finds a statutory or regulatory violation that would constitute a program violation. In its examinations of TCF’s compliance with the Bank Secrecy Act, the OCC has identified instances of non-compliance that constitute a program violation. The OCC has not yet determined the type or duration of such enforcement action.

 

To the extent not subject to preemption by the OCC, subsidiaries of TCF may also be subject to state and/or self-regulatory organization licensing, regulation and examination requirements in connection with certain insurance activities.

 

National Bank Investment Limitations  Permissible investments by national banks are limited by the National Bank Act and by rules of the OCC. Non-traditional bank activities permitted by the Gramm-Leach-Bliley Act will subject a bank to additional regulatory limitations or requirements, including a required regulatory capital deduction and application of transactions with affiliates limitations in connection with such activities.

 

Laws and Regulations  TCF is subject to a wide array of other laws and regulations, including, but not limited to, usury laws, USA Patriot and Bank Secrecy Acts, the Community Reinvestment Act and related regulations, the Equal Credit Opportunity Act and Regulation B, Regulation D reserve requirements, Electronic Funds Transfer Act and Regulation E, the Truth-in-Lending Act and Regulation Z, the Real Estate Settlement Procedures Act and Regulation X, the Expedited Funds Availability Act and Regulation CC, and the Truth-in-Savings Act and Regulation DD. TCF is also subject to laws and regulations that may impose liability on lenders and owners for clean-up costs and other costs stemming from hazardous waste located on property securing real estate loans.

 

Taxation

 

Federal Taxation  The statute of limitations on TCF’s consolidated federal income tax return is closed through 2006.

 

State Taxation  TCF and/or its subsidiaries currently file tax returns in all states which impose corporate income and franchise taxes and local tax returns in certain cities and other taxing jurisdictions. TCF’s primary banking activities are in the states of Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota. The methods of filing, and the methods for calculating taxable and apportionable income, vary depending upon the laws of the taxing jurisdiction. See “Risk Factors.”

 

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Income Statement Analysis – Income Taxes” and Notes 1 and 12 of Notes to Consolidated Financial Statements for additional information regarding TCF’s income taxes.

 

Available Information

 

TCF’s website, ir.tcfbank.com, includes free access to Company news releases, investor presentations, conference calls to discuss published financial results, TCF’s Annual Report and periodic filings required by the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after electronic filing or furnishing of such material to the SEC.

 

TCF’s Compensation/Nominating/Corporate Governance Committee and Audit Committee charters, Corporate Governance Guidelines, Codes of Ethics and changes to Codes of Ethics and information on all TCF’s securities are also available on this website. Stockholders may request these documents in print free of charge by contacting the Corporate Secretary at TCF Financial Corporation, 200 Lake Street East, Mail Code EX0-03-A, Wayzata, MN 55391-1693.

 

7


 

Item 1A. Risk Factors

 

Enterprise Risk Management

 

In the normal course of business, TCF is exposed to various risks. Management balances the Company’s strategic goals, including revenue and profitability objectives, with the associated risks.

 

In defining the Company’s risk profile, management organizes risks into three main categories: Credit Risk, Market Risk (which includes interest-rate risk, liquidity risk and price risk) and Operational Risk (which includes transaction risk and compliance risk). Policies, systems and procedures have been adopted which are intended to identify, assess, control, monitor, and manage risk in each of these areas.

 

Primary responsibility for risk management lies with the heads of various business lines within the Company. Each business line within the Company maintains policies, systems and procedures which are intended to identify, assess, control, monitor, and manage risk within each area. Management continually reviews the adequacy and effectiveness of these policies, systems and procedures.

 

As an integral part of the risk management process, management has established various committees consisting of senior executives and others within the Company. The purpose of these committees is to closely monitor risks and ensure that adequate risk management practices exist within their respective areas of authority. Some of the principal committees include the Credit Policy Committee, Asset/Liability Management Committee (“ALCO”), Investment Committee, Capital Planning Committee and various financial reporting and compliance-related committees. Overlapping membership of these committees by senior executives and others helps provide a unified view of risk on an enterprise-wide basis.

 

To provide an enterprise-wide view of the Company’s risk profile, an enterprise risk management governance process has been established. This includes appointment of an Enterprise Risk Management Officer, who oversees the process and reports on the Company’s risk profile. Additionally, risk officers are assigned to each significant line of business. The risk officers, while reporting directly to their respective line, facilitate implementation of the enterprise risk management and governance process. An Enterprise Risk Management Committee consisting of senior executives and others within the Company, oversees and supports the Enterprise Risk Management Officer.

 

The Board of Directors, through its Audit Committee, has overall responsibility for oversight of the Company’s enterprise risk management governance process.

 

Credit Risk Management  Credit risk is defined as the risk to earnings or capital if an obligor fails to meet the terms of any contract with the Company or otherwise fails to perform as agreed. This includes failure of customers and counterparties to meet their contractual obligations, and contingent exposures from unfunded loan commitments and letters of credit. Credit risk also includes failure of a counterparty to settle a securities transaction on agreed-upon terms (such as the counterparty in a repurchase transaction) or failure of an issuer in connection with mortgage-backed securities held in the Company’s securities available for sale portfolio. The Company manages securities transaction risk by monitoring all unsettled transactions. All counterparties and transaction limits are reviewed and approved annually by both ALCO and the Company’s senior credit committee. To further manage credit risk in the securities available for sale portfolio, over 99% of the securities held in the securities available for sale portfolio are issued and guaranteed by Fannie Mae or Freddie Mac.

 

To manage credit risk arising from lending and leasing activities, management has adopted and maintains sound underwriting policies and procedures, and periodically reviews the appropriateness of these policies and procedures. Customers are evaluated as part of the initial underwriting processes and through periodic reviews. For consumer loans, credit scoring models are used to help determine eligibility for credit and terms of credit. These models are periodically reviewed to verify they are predictive of borrower performance. Limits are established on the exposure to a single customer (including their affiliates) and on concentrations for certain categories of customers. Loan and lease credit approval levels are established so that larger credit exposures receive managerial review at the appropriate level through various credit committees.

 

Management continuously monitors asset quality in order to manage the Company’s credit risk and determine the appropriateness of valuation allowances. This includes, in the case of commercial loans and leases, a risk rating methodology under which a rating (1 through 9) is assigned to every loan and lease. The rating reflects management’s

 

8


 

assessment of the level of the customer’s financial stress which may impact repayment. Asset quality is monitored separately based on the type or category of loan or lease. This allows management to better define the Company’s loan and lease portfolio risk profile. Management also uses various risk models to estimate probable impact on payment performance under various expected or unexpected scenarios.

 

With weak economic conditions throughout 2009 and into 2010, credit risk may continue to increase. A weakening economy, increasing unemployment or further deterioration of housing markets could result in increased credit losses.

 

Market Risk Management (Including Interest-Rate Risk and Liquidity Risk)  Market risk is defined as the potential for losses arising from changes in interest rates, equity prices, and other relevant market rates or prices, and includes interest-rate risk, liquidity risk and price risk. Interest-rate risk and liquidity risk are the Company’s primary market risks.

 

Interest-Rate Risk  Interest-rate risk is defined as the exposure of net interest income and fair value of financial instruments (interest-earning assets, deposits and borrowings) to adverse movements in interest rates. Interest-rate risk arises mainly from the structure of the balance sheet. The primary goal of interest-rate risk management is to control exposure to interest-rate risk within acceptable tolerances established by ALCO and the Board of Directors.

 

The major sources of the Company’s interest-rate risk are timing differences in the maturity and repricing characteristics of assets and liabilities, changes in relationships between rate indices (basis risk), changes in customer behavior and changes in the shape of the yield curve. Management measures these risks and their impact in various ways, including use of simulation analyses and valuation analyses.

 

Simulation analyses are used to model net interest income from asset and liability positions over a specified time period (generally one year), and the sensitivity of net interest income under various interest rate scenarios. The interest rate scenarios may include gradual or rapid changes in interest rates, spread narrowing and widening, yield curve twists, and changes in assumptions about customer behavior in various interest rate scenarios. The simulation analyses are based on various key assumptions which relate to the behavior of interest rates and spreads, changes in product balances, the repricing characteristics of products, and the behavior of loan and deposit customers in different rate environments. The simulation analyses do not necessarily take into account actions management may undertake in response to anticipated changes in interest rates.

 

In addition to valuation analyses, management utilizes an interest rate gap measure (difference between interest-earning assets and interest-bearing liabilities repricing within a given period). While the interest rate gap measurement has some limitations, including no assumptions regarding future asset or liability production and a static interest rate assumption, the interest rate gap represents the net asset or liability sensitivity at a point in time. An interest rate gap measure could be significantly affected by external factors such as loan prepayments, early withdrawals of deposits, changes in the correlation of various interest-bearing instruments, competition or a rise or decline in interest rates. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for further information about TCF’s interest-rate risk, gap analysis and simulation analyses.

 

Management also uses valuation analyses to measure risk in the balance sheet that might not be taken into account in the net interest income simulation analyses. Net interest income simulation highlights exposure over a relatively short time period (12 months), and valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted value of liability cash flows. Valuation analysis addresses only the current balance sheet and does not incorporate the growth assumptions that are used in the net interest income simulation model. As with the net interest income simulation model, valuation analysis is based on key assumptions about the timing and variability of balance sheet cash flows. It also does not take into account actions management may undertake in response to anticipated changes in interest rates.

 

ALCO meets regularly and is responsible for reviewing the Company’s interest rate sensitivity position and establishing policies to monitor and limit exposure to interest-rate risk.

 

9

 


 

Liquidity Risk  Liquidity risk is defined as the risk to earnings or capital arising from the Company’s inability to meet its obligations when they come due without incurring unacceptable losses. The primary goal of liquidity risk management is to ensure that the Company’s entire funding needs are met promptly, in a cost-efficient and reliable manner.

 

ALCO and the Board of Directors have adopted a Liquidity Management Policy to direct management of the Company’s liquidity risk. Under the Liquidity Management Policy, the Treasurer reviews current and forecasted funding needs for the Company and periodically reviews market conditions for issuing debt securities to wholesale investors. Key liquidity ratios and the amount available from alternative funding sources are reported to ALCO on a monthly basis.

 

Deposits are TCF’s primary source of funding. In addition, TCF maintains secured sources of funding, which include $1.9 billion in secured borrowing capacity at the Federal Home Loan Bank of Des Moines and $708 million of secured borrowing capacity at the Federal Reserve Discount Window. TCF’s secured borrowing capacity with the FHLB is dependent upon the maintenance by TCF of a Borrowing Base Certificate which pledges consumer and commercial real estate loans to the FHLB under a blanket lien. In addition, the FHLB relies upon its own internal credit analysis of TCF’s financial results when determining TCF’s secured borrowing capacity. Should the FHLB lower TCF’s internal issuer credit rating, TCF’s secured borrowing capacity could be reduced, TCF could be required to change collateral from a blanket lien to physically delivering loan files which would be held at the FHLB, or both.

 

TCF has developed and maintains a contingency funding plan should certain liquidity needs arise.

 

Additionally, diminished unsecured borrowing capacity could result from TCF credit rating downgrades and unfavorable conditions in the credit markets that restrict or limit various funding sources.

 

Other Market Risks  Another source of market risk is the Company’s investment in FHLB stock. The investments in FHLB stock are required investments related to TCF’s borrowings from these banks. FHLBs obtain their funding primarily through issuance of consolidated obligations of the Federal Home Loan Bank system. The U.S. Government does not guarantee these obligations, and each of the 12 FHLBs are generally jointly and severally liable for repayment of each other’s debt. The FHLB system has experienced financial stress in recent years, and some of the regional banks within the FHLB system have suspended or reduced their dividends, or eliminated the ability of members to redeem capital stock. The ultimate impact of these developments on the FHLB system or its programs for advances to members is not clear. TCF’s investments in the FHLB and ability to obtain FHLB funds could be adversely impacted if the financial health of the FHLB system worsens.

 

Operational Risk Management  Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people, and systems, or external events. This definition includes transaction risk, which includes losses from fraud, error, the inability to deliver products or services, and loss or theft of information. Transaction risk encompasses product development and delivery, transaction processing, information technology systems, and the internal control environment. The definition of operational risk also includes compliance risk, which is the risk of loss from violations of, or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards.

 

The Company’s Internal Audit Department periodically assesses the adequacy and effectiveness of the Company’s processes for controlling and managing risks in all core areas of operations. This includes determining whether internal controls and information systems are properly designed and adequately tested and reviewed. This also includes determining whether the system of internal controls over financial reporting is appropriate for the type and level of risks posed by the nature and scope of the Company’s activities. Audit plans are prepared using a risk-based methodology as well as any concerns identified by management, the Audit Committee, regulators or the Company’s independent registered public accounting firm. Significant issues related to the adequacy of controls, together with recommendations for improvements to those controls, are reported to management and the Audit Committee.

 

The Company’s Compliance Department and others charged with compliance responsibilities periodically assess the adequacy and effectiveness of the Company’s processes for controlling and managing its principal compliance risks. Compliance Department audit plans are prepared using a risk-based methodology as well as any concerns identified by management, the Audit Committee,

 

10


 

or regulators. Significant issues related to the adequacy of controls, together with recommendations for improvements to those controls, are reported to management and the Audit Committee.

 

In recent years, banks have needed to expand the scope and level of Bank Secrecy Act compliance activities in response to new regulatory guidance and heightened expectations of regulatory authorities. TCF has an extensive Bank Secrecy Act compliance program that has grown and been enhanced in many significant respects in recent years, but its primary regulator, the OCC, has not been satisfied with certain aspects of TCF’s program. Under the Bank Secrecy Act, the OCC is obligated to take enforcement action where it finds a statutory or regulatory violation that would constitute a program violation. In its examinations of TCF’s compliance with the Bank Secrecy Act, the OCC has identified instances of non-compliance that constitute a program violation. The OCC has not yet determined the type or duration of such enforcement action.

 

Other Risks

 

Declines in Real Estate Values  Declines in home and real estate values in TCF’s markets have adversely impacted results of operations. Like all banks, TCF is subject to the effects of any economic downturn, and in particular, a continued decline in real estate values in TCF’s markets could have a further negative effect on results of operations. A significant decline in home values would likely lead to a decrease in new consumer real estate loan originations and increased delinquencies and defaults in the consumer real estate loan portfolio and result in increased losses in this portfolio. A significant decline in commercial real estate values would likely lead to a reduction of TCF’s secured interest levels.

 

Economic Conditions  In addition to the declines in home values, the weak economy has also adversely impacted TCF’s results of operations. Continued weakness of the economy coupled with high unemployment and decreased consumer spending could have a further negative effect on results of TCF’s operations through higher credit losses, lower transaction-related revenues and lower average deposit balances.

 

Customer Behavior  Changes in customers’ behavior regarding use of deposit accounts could result in lower fee revenue, higher borrowing costs, and higher operational costs for TCF. TCF obtains a large portion of its revenue from its deposit accounts and depends on low-interest cost deposits as a significant source of funds.

 

In addition, competition from other financial institutions or adverse customer reaction to changes in TCF’s products, in response to new regulations, could result in higher numbers of closed accounts and increased account acquisition costs. TCF’s level of success in having customers opt in under new regulations creates risk to TCF’s revenue. TCF actively monitors customer behavior and adjusts policies and marketing efforts accordingly to attract new and retain existing deposit account customers.

 

New Product  TCF recently introduced a new anchor retail deposit account product that replaces TCF Totally Free Checking, and that calls for a monthly maintenance fee on accounts not meeting certain specific requirements. TCF is also in the process of implementing new regulatory requirements that prohibit financial institutions from charging NSF fees on point-of-sale and ATM transactions unless customers opt-in. Customer acceptance of the new product changes cannot be predicted with certainty, and these changes may have an adverse impact on TCF’s ability to generate and retain accounts and on its fee income revenue.

 

Card Revenue  Future card revenues may be impacted by class action litigation against Visa USA Inc. (Visa USA) and MasterCard®. Under Visa USA’s Bylaws, TCF has a contingent obligation to indemnify Visa USA for certain litigation unrelated to TCF. See page 26 under Management’s Discussion and Analysis for details of TCF’s contingent obligation to indemnify Visa USA for certain litigation.

 

Merchants are also seeking to develop independent card products or payment systems that would serve as alternatives to TCF Visa card products. The continued success of TCF’s various card programs is dependent on the success and viability of Visa and the continued use by customers and acceptance by merchants of its cards.

 

Supermarket Branches  The success of TCF’s supermarket branch expansion is dependent on the continued long-term success and viability of TCF’s supermarket partners and TCF’s ability to maintain licenses or lease agreements for its supermarket locations. At December 31, 2009, TCF had 233 supermarket branches. Supermarket banking continues to play an important role in TCF’s growth, as these branches have been consistent generators of account growth and deposits. TCF is subject to the risk, among others, that its license or lease for a location or locations will terminate upon the sale or closure of that location or locations by the supermarket partner. Also, an economic slowdown, or

 

11


 

financial or labor difficulties in the supermarket industry, may reduce activity in TCF’s supermarket branches.

 

Leasing and Equipment Finance Activities  TCF’s leasing and equipment finance activities are subject to the risk of cyclical downturns and other adverse economic developments. In an adverse economic environment, there may be a decline in the demand for some types of equipment which TCF leases and/or finances, resulting in a decline in the amount of new equipment being placed in service as well as the decline in equipment values for equipment previously placed in service. TCF, like all owners and lessors of commercial equipment, may also be exposed to liability claims resulting from injuries or accidents involving that equipment. TCF seeks to mitigate its overall exposure to lessor’s liability risk by requiring certain lessees to furnish evidence of liability insurance prior to lease inception and to maintain that insurance throughout the term of the lease and through its own insurance programs.

 

Inventory Finance  TCF has strategic and execution risk associated with starting the new inventory finance business as the ability to attract and retain manufacturers and dealers may not achieve expectations. The core operating risks of this business are similar to other existing TCF businesses.

 

Income Taxes  TCF is subject to income tax laws which are often complex and require interpretation. Changes in income tax laws could negatively impact TCF’s results of operations. If TCF’s Real Estate Investment Trust (“REIT”) affiliate fails to qualify as a REIT, or should states enact legislation taxing REITs or related entities, TCF’s tax expense would increase. The REIT and related companies must meet specific provisions of the Internal Revenue Code and state tax laws. Use of REITs is and has been the subject of federal and state audits, litigation with state taxing authorities and tax policy debates by various state legislatures. In the third quarter of 2009, TCF received notice from a state taxing authority challenging use of the REIT and related companies based on a recent court decision unrelated to TCF and different from the laws in place for the years in the notice. TCF has complied with the state income tax laws, intends to vigorously defend its position and believes the likelihood of loss is remote. Additional unfavorable tax law changes or unfavorable audit results could increase TCF’s income taxes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Income Statement Analysis – Income Taxes” and Note 12 of Notes to Consolidated Financial Statements for additional information.

 

Rules and Regulations  New or revised tax, accounting, and other laws, regulations, rules and standards could significantly impact strategic initiatives, results of operations, and financial condition. The financial services industry is extensively regulated. Federal and state laws and regulations are designed primarily to protect the deposit insurance funds and consumers, and not necessarily to benefit a financial company’s stockholders. These laws and regulations may impose significant limitations on operations. These limitations, and sources of potential liability for the violation of such laws and regulations, are described in “Item 1. Business – Regulation.” These regulations, along with tax and accounting laws, regulations, rules and standards, have a significant impact on the ways that financial institutions conduct business, implement strategic initiatives, engage in tax planning and make financial disclosures. These laws, regulations, rules and standards are constantly evolving and may change significantly over time. The nature, extent, and timing of the adoption of significant new laws, changes in existing laws, or repeal of existing laws may have a material impact on TCF’s business, results of operations, and financial condition, the effect of which is impossible to predict. Violations of these laws can result in enforcement actions which can impact operations.

 

Future Legislative and Regulatory Change; Litigation and Enforcement Activity  There are a number of respects in which future legislative or regulatory change, or changes in enforcement practices or court rulings, could adversely affect TCF, and it is generally not possible to predict when or if such changes may have an impact on TCF. TCF’s income in future periods may be negatively impacted by pending state and federal legislative proposals which, if enacted, could limit interest rates or loan, deposit or other fees and service charges. Financial institutions have also increasingly been the subject of class action lawsuits or in some cases regulatory actions challenging a variety of practices involving consumer lending and retail deposit-taking activity.

 

The Community Reinvestment Act (“CRA”) and fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful

 

12


 

challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity, and restrictions on expansion activity. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.

 

USA Patriot and Bank Secrecy Acts  The USA Patriot and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new accounts. Failure to comply with these regulations could result in fines and/or sanctions. In recent years, several banking institutions have received large fines for non-compliance with these laws and regulations.

 

Disruption to Infrastructure  The extended disruption of vital infrastructure could negatively impact TCF’s business, results of operations, and financial condition. TCF’s operations depend upon, among other things, its technological and physical infrastructure, including its equipment and facilities. Extended disruption of its vital infrastructure by fire, power loss, natural disaster, telecommunications failure, computer hacking and viruses, terrorist activity or the domestic and foreign response to such activity, or other events outside of TCF’s control, could have a material adverse impact either on the financial services industry as a whole, or on TCF’s business, results of operations, and financial condition.

 

Estimates and Assumptions  TCF’s consolidated financial statements conform with generally accepted accounting principles, which require management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. These estimates are based on information available to management at the time the estimates are made. Actual results could differ from those estimates. For further information relating to critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Summary of Critical Accounting Estimates.”

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

Offices  At December 31, 2009, TCF owned the buildings and land for 142 of its bank branch offices, owned the buildings but leased the land for 27 of its bank branch offices and leased or licensed the remaining 274 bank branch offices, all of which are well maintained. Bank branch properties owned by TCF had an aggregate net book value of approximately $287.1 million at December 31, 2009. At December 31, 2009, the aggregate net book value of leasehold improvements associated with leased bank branch office facilities was $25.7 million. In addition to the branch offices, TCF owned and leased other facilities with an aggregate net book value of $42.5 million at December 31, 2009. For more information on premises and equipment, see Note 7 of Notes to Consolidated Financial Statements.

 

Item 3. Legal Proceedings

 

From time to time, TCF is a party to legal proceedings arising out of its lending, leasing and deposit operations. TCF is, and expects to become, engaged in a number of foreclosure proceedings and other collection actions as part of its lending and leasing collection activities. From time to time, borrowers and other customers, or employees or former employees have also brought actions against TCF, in some cases claiming substantial damages. Financial services companies are subject to the risk of class action litigation, and TCF has had such actions brought against it from time to time. Litigation is often unpredictable and the actual results of litigation cannot be determined with certainty.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

13


 

Part II

 

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

TCF’s common stock trades on the New York Stock Exchange under the symbol “TCB.” The following table sets forth the high and low prices and dividends declared for TCF’s common stock. The stock prices represent the high and low sale prices for the common stock on the New York Stock Exchange Composite Tape, as reported by Bloomberg.

 

 

 

High

 

Low

 

Dividends
Declared

 

2009

 

 

 

 

 

 

 

First Quarter

 

$14.31

 

$  8.74

 

$.25

 

Second Quarter

 

16.67

 

11.37

 

.05

 

Third Quarter

 

15.83

 

12.71

 

.05

 

Fourth Quarter

 

14.72

 

11.36

 

.05

 

2008

 

 

 

 

 

 

 

First Quarter

 

$22.04

 

$14.65

 

$.25

 

Second Quarter

 

19.31

 

11.91

 

.25

 

Third Quarter

 

28.00

 

9.25

 

.25

 

Fourth Quarter

 

20.00

 

11.22

 

.25

 

 

As of January 29, 2010, there were 7,577 holders of record of TCF’s common stock.

 

The Board of Directors of TCF Financial has adopted a Capital Plan and Dividend Policy. The policy defines how enterprise risk related to capital will be managed, how the adequacy of capital will be measured and the process by which capital strategy, capital management and common stock dividend recommendations will be presented to TCF’s Board of Directors. TCF’s management is charged with ensuring that capital strategy actions, including the declaration of common stock dividends, are prudent, efficient and provide value to TCF’s shareholders, while ensuring that past and prospective earnings retention is consistent with TCF’s capital needs, asset quality and overall financial condition. The Board of Directors intends to continue its practice of paying quarterly cash dividends on TCF’s common stock as justified by the financial condition of TCF. The declaration and amount of future dividends will depend on circumstances existing at the time, including TCF’s earnings, level of internally generated common capital excluding earnings, financial condition and capital requirements, the cash available to pay such dividends (derived mainly from dividends and distributions from TCF Bank), as well as regulatory and contractual limitations and such other factors as the Board of Directors may deem relevant. In general, TCF Bank may not declare or pay a dividend to TCF in excess of 100% of its net retained profits for that year combined with its net retained profits for the preceding two calendar years without prior approval of the OCC. Restrictions on the ability of TCF Bank to pay cash dividends or possible diminished earnings of TCF may limit the ability of TCF to pay dividends in the future to holders of its common stock. See “Item 1. Business – Regulation – Regulatory Capital Requirements,” “Item 1. Business – Regulation – Restrictions on Distributions” and Note 14 of Notes to Consolidated Financial Statements.

 

14


 

The following graph compares the cumulative total stockholder return on TCF Stock over the last five fiscal years with the cumulative total return of the Standard and Poor’s 500 Stock Index, the SNL All Bank and Thrift Index, and a TCF Financial-selected group of peer institutions over the same period (assuming the investment of $100 in each index on December 31, 2004 and reinvestment of all dividends).

 

TCF Stock Performance Chart

 

 

 

 

Period Ending

 

Index

 

12/31/04

 

12/31/05

 

12/31/06

 

12/31/07

 

12/31/08

 

12/31/09

 

TCF Financial Corporation

 

100.00

 

87.12

 

91.19

 

61.97

 

50.18

 

51.51

 

SNL Bank and Thrift Index (1)

 

100.00

 

101.57

 

118.68

 

90.50

 

52.05

 

51.35

 

S&P 500 Index

 

100.00

 

104.91

 

121.48

 

128.16

 

80.74

 

102.11

 

TCF 2009 Peer Group (2)

 

100.00

 

95.39

 

104.54

 

80.56

 

62.34

 

54.69

 

 

(1)             Includes all major exchange (NYSE, NYSE Amex, NASDAQ) banks and thrifts in SNL’s converage universe (529 companies as of December 31, 2009).

(2)             Consists of the 30 publicly-traded banks and thrifts, 15 of which are immediately larger than and 15 of which are immediately smaller than TCF Financial Corporation in total assets as of September 30, 2009. The 2009 Peer Group includes: Zions Bancorporation; Huntington Bancshares Incorporated; Popular, Inc.; Synovus Financial Corporation; New York Community Bancorp, Inc.; First Horizon National Corporation; BOK Financial Corporation; Associated Banc-Corp; People’s United Financial, Inc.; Astoria Financial Corporation; First BanCorp.; First Citizens BancShares, Inc.; City National Corporation; Commerce Bancshares, Inc.; Webster Financial Corporation; Fulton Financial Corporation; Cullen/Frost Bankers, Inc.; Flagstar Bancorp, Inc.; CapitalSource Inc.; Valley National Bancorp; First Niagara Financial Group, Inc.; MB Financial, Inc.; Susquehanna Bancshares, Inc.; W Holding Company, Inc.; BancorpSouth, Inc.; Washington Federal, Inc.; SVB Financial Group; East West Bancorp, Inc.; South Financial Group, Inc.; and Bank of Hawaii Corporation. Seven of the companies, which were in the 2008 TCF Peer Group, are not in the 2009 Peer Group due to the failure of the company or changes in asset size. Those seven companies are: Hudson City Bancorp, Inc.; Colonial BancGroup, Inc.; Guaranty Financial Group Inc.; Citizens Republic Bancorp, Inc.; UCBH Holdings, Inc.; Sterling Financial Corporation; and Wilmington Trust Corporation.

Source : SNL Financial LC and Standard & Poor’s    © 2010

 

The following table summarizes share repurchase activity for the quarter ended December 31, 2009.

 

Period

 

Total number
of shares
purchased

 

Average
price paid
per share

 

Total shares
purchased as a
part of publicly
announced plan

 

Number of
shares that may
yet be purchased
under the plan

 

October 1 to October 31, 2009

 

 

 

 

 

 

 

 

 

Share repurchase program (1)

 

 

$     –

 

 

5,384,130

 

Employee transactions (2)

 

 

$     –

 

N.A.

 

N.A.

 

November 1 to November 30, 2009

 

 

 

 

 

 

 

 

 

Share repurchase program (1)

 

 

$     –

 

 

5,384,130

 

Employee transactions (2)

 

 

$     –

 

N.A.

 

N.A.

 

December 1 to December 31, 2009

 

 

 

 

 

 

 

 

 

Share repurchase program (1)

 

 

$     –

 

 

5,384,130

 

Employee transactions (2)

 

 

$     –

 

N.A.

 

N.A.

 

 

N.A. Not Applicable.

(1)             The current share repurchase authorization was approved by the Board of Directors on April 14, 2007. The authorization was for a repurchase of up to an additional 5% of TCF’s common stock outstanding at the time of the authorization, or 6.5 million shares. This authorization does not have an expiration date.

(2)             Shares withheld pursuant to the terms of awards under the TCF Financial Incentive Stock Program to offset tax withholding obligations that occur upon vesting and release of restricted shares. The TCF Financial Incentive Stock Program provides that the value of shares withheld shall be the average of the high and low prices of common stock of TCF Financial Corporation on the date the relevant transaction occurs.

 

15


 

Item 6. Selected Financial Data

 

The selected five-year financial summary presented below should be read in conjunction with the Consolidated Financial Statements and related notes.

 

Five-Year Financial Summary

Consolidated Income:

 

 

Year Ended December 31,

 

Compound Annual
Growth Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

1-Year

 

5-Year

 

(Dollars in thousands, except per-share data)

 

2009

 

2008

 

2007

 

2006

 

2005

 

2009/2008

 

2009/2004

 

Total revenue

 

$1,158,861

 

$1,092,108

 

$1,091,634

 

$1,026,994

 

$995,932

 

6.1

%

3.4

%

Net interest income

 

$   633,006

 

$   593,673

 

$   550,177

 

$   537,530

 

$517,690

 

6.6

 

5.2

 

Provision for credit losses

 

258,536

 

192,045

 

56,992

 

20,689

 

8,586

 

34.6

 

69.2

 

Fees and other revenue

 

496,468

 

474,061

 

490,285

 

485,276

 

453,965

 

4.7

 

1.2

 

Gains on securities

 

29,387

 

16,066

 

13,278

 

 

10,671

 

82.9

 

5.4

 

Visa share redemption

 

 

8,308

 

 

 

 

(100.0

)

 

Gains on sales of branches and real estate

 

 

 

37,894

 

4,188

 

13,606

 

 

(100.0

)

Non-interest expense

 

767,784

 

694,403

 

662,124

 

649,197

 

606,936

 

10.6

 

5.8

 

Income before income tax expense

 

132,541

 

205,660

 

372,518

 

357,108

 

380,410

 

(35.6

)

(19.2

)

Income tax expense

 

45,854

 

76,702

 

105,710

 

112,165

 

115,278

 

(40.2

)

(18.7

)

Income after income tax expense

 

86,687

 

128,958

 

266,808

 

244,943

 

265,132

 

(32.8

)

(19.4

)

Loss attributable to non-controlling interest

 

410

 

 

 

 

 

100.0

 

100.0

 

Net income

 

87,097

 

128,958

 

266,808

 

244,943

 

265,132

 

(32.5

)

(19.3

)

Preferred stock dividends

 

18,403

 

2,540

 

 

 

 

N.M.

 

N.M.

 

Net income available to common stockholders

 

$     68,694

 

$   126,418

 

$   266,808

 

$   244,943

 

$265,132

 

(45.7

)

(21.3

)

Per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings

 

$           .54

 

$         1.01

 

$         2.09

 

$         1.90

 

$     2.00

 

(46.5

)

(22.0

)

Diluted earnings

 

$           .54

 

$         1.01

 

$         2.09

 

$         1.90

 

$     2.00

 

(46.5

)

(21.9

)

Dividends declared

 

$           .40

 

$         1.00

 

$           .97

 

$           .92

 

$       .85

 

(60.0

)

(6.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Financial Condition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31,

 

Compound Annual
Growth Rate

 

(Dollars in thousands, except per-share data)

 

2009

 

2008

 

2007

 

2006

 

2005

 

1-Year
2009/2008

 

5-Year
2009/2004

 

Loans and leases

 

$14,590,744

 

$13,345,889

 

$12,494,370

 

$11,478,255

 

$10,443,033

 

9.3

%

8.8

%

Securities available for sale

 

1,910,476

 

1,966,104

 

1,963,681

 

1,816,126

 

1,648,615

 

(2.8

)

3.4

 

Total assets

 

17,885,175

 

16,740,357

 

15,977,054

 

14,669,734

 

13,388,594

 

6.8

 

7.6

 

Checking, savings and money market deposits

 

10,380,814

 

7,647,069

 

7,322,014

 

7,285,615

 

7,213,735

 

35.7

 

9.7

 

Certificates of deposit

 

1,187,505

 

2,596,283

 

2,254,535

 

2,483,635

 

1,915,620

 

(54.3

)

(4.2

)

Total deposits

 

11,568,319

 

10,243,352

 

9,576,549

 

9,769,250

 

9,129,355

 

12.9

 

7.7

 

Borrowings

 

4,755,499

 

4,660,774

 

4,973,448

 

3,588,540

 

2,983,136

 

2.0

 

14.1

 

Equity

 

1,175,362

 

1,493,776

 

1,099,012

 

1,033,374

 

998,472

 

(21.3

)

4.2

 

Book value per common share

 

$           9.10

 

$           8.99

 

$           8.68

 

$           7.92

 

$           7.46

 

1.2

 

5.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Ratios and Other Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At or For the Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

2009

 

 

2008

 

 

2007

 

2006

 

2005

 

Return on average assets

 

 

 

 

 

 

 

 

.49

%

 

.79

%

 

1.76

%

1.74

%

2.08

%

Return on average common equity

 

 

 

 

 

 

 

 

5.95

 

 

11.46

 

 

25.82

 

24.37

 

28.03

 

Average total equity to average assets

 

 

 

 

 

 

 

 

7.20

 

 

7.04

 

 

6.82

 

7.15

 

7.43

 

Net interest margin(1)

 

 

 

 

 

 

 

 

3.87

 

 

3.91

 

 

3.94

 

4.16

 

4.46

 

Net charge-offs as a percentage of average loans and leases

 

 

1.34

 

 

.78

 

 

.30

 

.17

 

.29

 

Number of bank branches

 

 

 

 

 

 

 

 

443

 

 

448

 

 

453

 

453

 

453

 

 

(1)             Net interest income divided by average interest-earning assets.

N.M. Not Meaningful.

 

16

 


 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Table of Contents

Page

Overview

17

Results of Operations

18

Performance Summary

18

Operating Segment Results

19

Consolidated Income Statement Analysis

19

Net Interest Income

19

Provision for Credit Losses

23

Non-Interest Income

23

Non-Interest Expense

25

Income Taxes

26

Consolidated Financial Condition Analysis

27

Securities Available for Sale

27

Loans and Leases

27

Allowance for Loan and Lease Losses

31

Non-Performing Assets

34

Repossessed and Returned Equipment

36

Impaired Loans

36

Past Due Loans and Leases

36

Loan Modifications

37

Potential Problem Loans and Leases

37

Liquidity Management

38

Deposits

38

Borrowings

39

Contractual Obligations and Commitments

39

Stockholders’ Equity

40

Summary of Critical Accounting Estimates

40

Recent Accounting Developments

40

Fourth Quarter Summary

41

Legislative, Legal and Regulatory Developments

41

Forward-Looking Information

42

 

Management’s discussion and analysis of the consolidated financial condition and results of operations of TCF Financial Corporation should be read in conjunction with the consolidated financial statements in Item 8 and selected financial data in Item 6.

 

Overview

 

TCF Financial Corporation, a Delaware corporation, is a financial holding company based in Wayzata, Minnesota. Its principal subsidiary, TCF National Bank, is headquartered in South Dakota. TCF had 443 banking offices in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota at December 31, 2009.

 

TCF provides convenient financial services through multiple channels in its primary banking markets. TCF has developed products and services designed to meet the needs of all consumers. The Company focuses on attracting and retaining customers through service and convenience, including branches that are open seven days a week and on most holidays, extensive full-service supermarket branches, automated teller machine (“ATM”) networks and telephone and internet banking. TCF’s philosophy is to generate interest income, fees and other revenue growth through business lines that emphasize higher yielding assets and low or no interest-cost deposits. The Company’s growth strategies include new branch expansion, acquisitions and the development of new products and services. New products and services are designed to build on existing businesses and expand into complementary products and services through strategic initiatives.

 

TCF’s core businesses include Retail Banking, Wholesale Banking and Treasury Services. Retail Banking includes branch banking and retail lending. Wholesale Banking includes commercial banking, leasing and equipment finance and inventory finance. Treasury Services includes the Company’s investment and borrowing portfolios and management of capital, debt and market risks, including interest-rate and liquidity risks.

 

17


 

TCF’s lending strategy is to originate high credit quality, primarily secured, loans and leases. TCF’s largest core lending business is its consumer real estate loan operation, which offers fixed- and variable-rate loans and lines of credit secured by residential real estate properties. Commercial loans are generally made on local properties or to local customers. The leasing and equipment finance businesses consist of TCF Equipment Finance, a company that delivers equipment finance solutions to businesses in select markets, and Winthrop Resources, a company that primarily leases technology and data processing equipment. TCF’s leasing and equipment finance businesses have equipment installations in all 50 states and, to a limited extent, in foreign countries. In December 2008, TCF Inventory Finance commenced lending operations to provide inventory financing to businesses in the United States and Canada.

 

Net interest income, the difference between interest income earned on loans and leases, securities available for sale, investments and other interest-earning assets and interest paid on deposits and borrowings, represented 54.6% of TCF’s total revenue in 2009. Net interest income can change significantly from period to period based on general levels of interest rates, customer prepayment patterns, the mix of interest-earning assets and the mix of interest-bearing and non-interest bearing deposits and borrowings. TCF manages the risk of changes in interest rates on its net interest income through an Asset/Liability Management Committee and through related interest-rate risk monitoring and management policies. See “Item 1A. Risk Factors” and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” for further discussion.

 

Non-interest income is a significant source of revenue for TCF and an important factor in TCF’s results of operations. Increasing fee and service charge revenue has been challenging as a result of changing customer behavior. Providing a wide range of retail banking services is an integral component of TCF’s business philosophy and a major strategy for generating additional non-interest income. Key drivers of non-interest income are the number of deposit accounts and related transaction activity. The Federal Reserve issued a new regulation in November of 2009 that restricts the imposition of overdraft fees which could have a significant adverse impact on TCF’s non-interest income. Starting on July 1, 2010, TCF will have to ask their customers to opt in before TCF can assess fees for ATM and debit card overdraft transactions.

 

Recent legislative proposals would, if enacted, further restrict or limit TCF’s ability to impose overdraft fees on retail checking accounts and interchange fees on debit card transactions and could have a significant adverse impact on TCF’s non-interest income.

 

In response to these new regulations, TCF recently introduced a new anchor checking account product that will replace the TCF Totally Free Checking product. The new product will carry a monthly maintenance fee on accounts not meeting certain specific requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Income Statement Analysis – Non-Interest Income” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Information” for additional information.

 

The Company’s Visa debit card program has grown significantly since its inception in 1996. TCF is the 10th largest issuer of Visa Classic debit cards in the United States, based on sales volume for the three months ended September 30, 2009, as published by Visa. TCF earns interchange revenue from customer card transactions paid primarily by merchants, not TCF’s customers. Card products represent 23.3% of banking fee revenue for the year ended December 31, 2009, and change based on customer payment trends and the number of deposit accounts using the cards. Visa has significant litigation against it regarding interchange pricing and there is a risk this revenue could be impacted by any settlement or adverse rulings in such litigation. See “Item 1A. Risk Factors – Card Revenue” for further discussion.

 

The following portions of Management’s Discussion and Analysis of Financial Condition and Results of Operations focus in more detail on the results of operations for 2009, 2008 and 2007 and on information about TCF’s balance sheet, credit quality, liquidity, funding resources, capital and other matters.

 

Results of Operations

 

Performance Summary  TCF reported diluted earnings per common share of $.54 for 2009, compared with $1.01 for 2008 and $2.09 for 2007. Net income was $87.1 million for 2009, compared with $129 million for 2008 and $266.8

 

18


 

million for 2007. Net income for 2009 includes a non-cash deemed preferred stock dividend of $12 million, or 10 cents per common share. Net income for 2007 included $37.9 million in pre-tax gains on sales of branches and real estate.

 

Return on average assets was .49% in 2009, compared with .79% in 2008 and 1.76% in 2007. Return on average common equity was 5.95% in 2009, compared with 11.46% in 2008 and 25.82% in 2007. The effective income tax rate for 2009 was 34.6%, compared with 37.3% in 2008 and 28.4% in 2007.

 

Operating Segment Results  RETAIL BANKING – Consisting of retail lending and branch banking, reported net income of $26.6 million for 2009, down 57% from $61.9 million in 2008 as a result of higher provision and losses on consumer real estate loans. Retail Banking net interest income for 2009 was $403.2 million, up 6.5% from $378.7 million for 2008.

 

The Retail Banking provision for credit losses totaled $178 million in 2009, up from $136.6 million in 2008. This increase was primarily due to increased charge-offs in the consumer real estate portfolio. Refer to the “Consolidated Income Statement Analysis – Provision for Credit Losses” section for further discussion.

 

Retail Banking non-interest income totaled $418 million in 2009, as compared with $419.9 million in 2008. Fees and service charges were $282.3 million for 2009, up 6.7% from $264.6 million in 2008, primarily due to an increased number of checking accounts and related fee income. Card revenues were $104.7 million for 2009, up 1.6% from $103.1 million in 2008. The increase in card revenues was primarily attributable to an increased number of active cards. See “Consolidated Income Statement Analysis – Non-Interest Income” for further discussion.

 

Retail Banking non-interest expense totaled $599 million in 2009, up 4.8% from $571.8 million in 2008. The increase was primarily due to a $13.8 million increase in deposit account premium expenses from new marketing campaigns which resulted in increased checking account production along with increases in FDIC premiums and an $8.2 million FDIC special assessment.

 

WHOLESALE BANKING – Consisting of commercial banking, leasing and equipment finance and inventory finance, reported net income of $31.6 million for 2009, up 44.6% from $21.9 million in 2008. Net interest income for 2009 was $206.3 million, up 40.2% from $147.1 million in 2008, as a result of a $1.1 billion, or 19.8%, increase in average interest-earning assets.

 

The provision for credit losses for this operating segment totaled $78.7 million in 2009, up from $52.8 million in 2008. The increase in the provision for credit losses from 2008 to 2009 was primarily due to increased net charge-offs and increased delinquency and non-accrual loans and leases in commercial lending and leasing and equipment finance.

 

Wholesale Banking non-interest income totaled $77.2 million in 2009, up $16.6 million from $60.6 million in 2008. The increase in Wholesale Banking revenues for 2009, compared with 2008, was primarily due to an increase in sales-type lease revenue and operating lease revenues resulting from the acquisition of FNCI in September 2009.

 

Wholesale Banking non-interest expense totaled $156.2 million in 2009, up $37.1 million from $119.1 million in 2008, primarily as a result of increased compensation from expansion, increased expense for repossessed assets, and increased operating lease depreciation related to FNCI.

 

TREASURY SERVICES – Treasury services reported net income of $27.4 million in 2009, down from $48.6 million in 2008. The decrease was primarily due to a $60.6 million decrease in average security balances and an 89 basis point decrease in average yields earned on securities.

 

Consolidated Income Statement Analysis

 

Net Interest Income  Net interest income, the difference between interest earned on loans and leases, securities available for sale, investments and other interest-earning assets (interest income), and interest paid on deposits and borrowings (interest expense), represented 54.6% of TCF’s total revenue in 2009, 54.4% in 2008 and 50.4% in 2007. Net interest income divided by average interest-earning assets is referred to as the net interest margin, expressed as a percentage. Net interest income and net interest margin are affected by changes in prevailing short and long-term interest rates, loan and deposit pricing strategies and competitive conditions, the volume and the mix of interest-earning assets and interest-bearing liabilities, the level of non-performing assets, and the impact of restructured consumer real estate loans.

 

19


 

The following tables summarize TCF’s average balances, interest, dividends and yields and rates on major categories of TCF’s interest-earning assets and interest-bearing liabilities.

 

 

 

Year ended

 

Year Ended

 

 

 

 

 

December 31, 2009

 

December 31, 2008

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Yields

 

 

 

 

 

 

 

 

 

Yields

 

 

 

 

 

 

 

Yields

 

 

 

 

 

 

 

and

 

 

 

Average

 

 

 

 

 

and

 

Average

 

 

 

 

 

and

 

Average

 

 

 

 

 

Rates

 

(Dollars in thousands)

 

Balance

  

  

Interest(1)

  

  

Rates

        

Balance

  

  

Interest(1)

  

  

Rates

        

Balance

  

  

Interest(1)

  

 

(bps)

  

Assets:

    

                    

 

 

                    

 

 

                    

 

                    

 

 

                    

 

 

                    

 

                    

 

 

                    

 

 

                    

 

Investments and other

 

$     375,396

 

 

$    4,370

 

 

1.16

%

$    155,839

 

 

$    5,937

 

 

3.81

%

$   219,557

 

 

$  (1,567

)

 

(265

)

U.S. Government sponsored entities: (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

1,645,544

 

 

80,902

 

 

4.92

 

2,100,291

 

 

110,502

 

 

5.26

 

(454,747

)

 

(29,600

)

 

(34

)

Debentures

 

389,245

 

 

8,487

 

 

2.18

 

 

 

 

 

 

389,245

 

 

8,487

 

 

218

 

Other securities

 

17,617

 

 

38

 

 

.22

 

12,674

 

 

444

 

 

3.50

 

4,943

 

 

(406

)

 

(328

)

Total securities available for sale (3)

 

2,052,406

 

 

89,427

 

 

4.36

 

2,112,965

 

 

110,946

 

 

5.25

 

(60,559

)

 

(21,519

)

 

(89

)

Loans and leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate

 

5,421,081

 

 

348,400

 

 

6.43

 

5,532,198

 

 

372,067

 

 

6.73

 

(111,117

)

 

(23,667

)

 

(30

)

Variable-rate (3)

 

1,862,267

 

 

106,988

 

 

5.75

 

1,714,827

 

 

109,115

 

 

6.36

 

147,440

 

 

(2,127

)

 

(61

)

Consumer – other

 

35,849

 

 

3,061

 

 

8.54

 

132,891

 

 

9,233

 

 

6.95

 

(97,042

)

 

(6,172

)

 

159

 

Total consumer real estate and other

 

7,319,197

 

 

458,449

 

 

6.26

 

7,379,916

 

 

490,415

 

 

6.65

 

(60,719

)

 

(31,966

)

 

(39

)

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed- and adjustable-rate

 

2,574,818

 

 

155,812

 

 

6.05

 

2,127,436

 

 

132,014

 

 

6.21

 

447,382

 

 

23,798

 

 

(16

)

Variable-rate (3)

 

561,881

 

 

22,544

 

 

4.01

 

597,071

 

 

31,110

 

 

5.21

 

(35,190

)

 

(8,566

)

 

(120

)

Total commercial real estate

 

3,136,699

 

 

178,356

 

 

5.69

 

2,724,507

 

 

163,124

 

 

5.99

 

412,192

 

 

15,232

 

 

(30

)

Commercial business:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed- and adjustable-rate

 

166,745

 

 

9,581

 

 

5.75

 

168,554

 

 

9,988

 

 

5.93

 

(1,809

)

 

(407

)

 

(18

)

Variable-rate

 

308,929

 

 

10,644

 

 

3.45

 

366,593

 

 

18,143

 

 

4.95

 

(57,664

)

 

(7,499

)

 

(150

)

Total commercial business

 

475,674

 

 

20,225

 

 

4.25

 

535,147

 

 

28,131

 

 

5.26

 

(59,473

)

 

(7,906

)

 

(101

)

Leasing and equipment finance

 

2,826,835

 

 

192,557

 

 

6.81

 

2,265,391

 

 

165,838

 

 

7.32

 

561,444

 

 

26,719

 

 

(51

)

Inventory finance

 

179,990

 

 

14,797

 

 

8.22

 

40

 

 

4

 

 

10.00

 

179,950

 

 

14,793

 

 

(178

)

Total loans and leases (4)

 

13,938,395

 

 

864,384

 

 

6.20

 

12,905,001

 

 

847,512

 

 

6.57

 

1,033,394

 

 

16,872

 

 

(37

)

Total interest-earning assets

 

16,366,197

 

 

958,181

 

 

5.85

 

15,173,805

 

 

964,395

 

 

6.36

 

1,192,392

 

 

(6,214

)

 

(51

)

Other assets (5)

 

1,157,314

 

 

 

 

 

 

 

1,158,545

 

 

 

 

 

 

 

(1,231

)

 

 

 

 

 

 

Total assets

 

$17,523,511

 

 

 

 

 

 

 

$16,332,350

 

 

 

 

 

 

 

$1,191,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$  1,402,442

 

 

 

 

 

 

 

$  1,408,657

 

 

 

 

 

 

 

$      (6,215

)

 

 

 

 

 

 

Small business

 

584,605

 

 

 

 

 

 

 

583,611

 

 

 

 

 

 

 

994

 

 

 

 

 

 

 

Commercial and custodial

 

265,681

 

 

 

 

 

 

 

231,903

 

 

 

 

 

 

 

33,778

 

 

 

 

 

 

 

Total non-interest bearing deposits

 

2,252,728

 

 

 

 

 

 

 

2,224,171

 

 

 

 

 

 

 

28,557

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking

 

1,802,694

 

 

8,137

 

 

.45

 

1,830,361

 

 

12,933

 

 

.71

 

(27,667

)

 

(4,796

)

 

(26

)

Savings

 

4,732,316

 

 

58,556

 

 

1.24

 

2,812,115

 

 

48,601

 

 

1.73

 

1,920,201

 

 

9,955

 

 

(49

)

Money market

 

683,030

 

 

7,006

 

 

1.03

 

613,543

 

 

10,099

 

 

1.65

 

69,487

 

 

(3,093

)

 

(62

)

Subtotal

 

7,218,040

 

 

73,699

 

 

1.02

 

5,256,019

 

 

71,633

 

 

1.37

 

1,962,021

 

 

2,066

 

 

(35

)

Certificates of deposit

 

1,915,467

 

 

48,413

 

 

2.53

 

2,472,357

 

 

85,141

 

 

3.44

 

(556,890

)

 

(36,728

)

 

(91

)

Total interest-bearing deposits

 

9,133,507

 

 

122,112

 

 

1.34

 

7,728,376

 

 

156,774

 

 

2.03

 

1,405,131

 

 

(34,662

)

 

(69

)

Total deposits

 

11,386,235

 

 

122,112

 

 

1.07

 

9,952,547

 

 

156,774

 

 

1.58

 

1,433,688

 

 

(34,662

)

 

(51

)

Borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

85,228

 

 

233

 

 

.27

 

411,763

 

 

8,990

 

 

2.18

 

(326,535

)

 

(8,757

)

 

(191

)

Long-term borrowings

 

4,373,182

 

 

202,830

 

 

4.64

 

4,459,703

 

 

204,958

 

 

4.60

 

(86,521

)

 

(2,128

)

 

4

 

Total borrowings

 

4,458,410

 

 

203,063

 

 

4.55

 

4,871,466

 

 

213,948

 

 

4.39

 

(413,056

)

 

(10,885

)

 

16

 

Total interest-bearing liabilities

 

13,591,917

 

 

325,175

 

 

2.39

 

12,599,842

 

 

370,722

 

 

2.94

 

992,075

 

 

(45,547

)

 

(55

)

Total deposits and borrowings

 

15,844,645

 

 

325,175

 

 

2.05

 

14,824,013

 

 

370,722

 

 

2.50

 

1,020,632

 

 

(45,547

)

 

(45

)

Other liabilities

 

416,555

 

 

 

 

 

 

 

359,223

 

 

 

 

 

 

 

57,332

 

 

 

 

 

 

 

Total liabilities

 

16,261,200

 

 

 

 

 

 

 

15,183,236

 

 

 

 

 

 

 

1,077,964

 

 

 

 

 

 

 

Total TCF Financial Corp. stockholders’ equity

 

1,261,219

 

 

 

 

 

 

 

1,149,114

 

 

 

 

 

 

 

112,105

 

 

 

 

 

 

 

Non-controlling interest in subsidiaries

 

1,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,092

 

 

 

 

 

 

 

Total equity

 

1,262,311

 

 

 

 

 

 

 

1,149,114

 

 

 

 

 

 

 

113,197

 

 

 

 

 

 

 

Total liabilities and equity

 

$17,523,511

 

 

 

 

 

 

 

$16,332,350

 

 

 

 

 

 

 

$1,191,161

 

 

 

 

 

 

 

Net interest income and margin

 

 

 

 

$633,006

 

 

3.87

%

 

 

 

$593,673

 

 

3.91

%

 

 

 

$ 39,333

 

 

(4

)

 

bps = basis points.

(1)        Tax-exempt income was not significant and thus yields on interest-earning assets and net interest margin have not been presented on a tax equivalent basis. Tax-exempt income of $1,394,000 and $1,679,000 was recognized during the years ended December 31, 2009 and 2008, respectively.

(2)        Average balance and yield of securities available for sale are based upon the historical amortized cost.

(3)        Certain variable-rate loans have contractual interest rate floors.

(4)        Average balance of loans and leases includes non-accrual loans and leases, and is presented net of unearned income.

(5)        Includes operating leases.

 

20

 


 

 

 

Year Ended

 

Year Ended

 

 

 

 

 

December 31, 2008

 

December 31, 2007

 

Change

 

(Dollars in thousands)

 

Average

Balance

 

 

Interest(1)

 

 

Average

Yields

and

Rates

 

Average

Balance

 

 

Interest (1)

 

 

Average

Yields

and

Rates

 

Average

Balance

 

 

Interest(1)

 

 

Average

Yields

and

Rates

(bps)

 

Assets:

    

                    

  

  

                    

  

  

                    

        

                    

  

  

                    

  

  

                    

        

                    

  

  

                    

  

  

                    

 

Investments and other

 

$     155,839

 

 

$    5,937

 

 

3.81

%

$     178,012

 

 

$    8,237

 

 

4.63

%

$    (22,173

)

 

$  (2,300

)

 

(82

)

U.S. Government sponsored entities:(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

2,100,291

 

 

110,502

 

 

5.26

 

1,992,272

 

 

108,289

 

 

5.44

 

108,019

 

 

2,213

 

 

(18

)

Debentures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other securities

 

12,674

 

 

444

 

 

3.50

 

32,291

 

 

1,292

 

 

4.00

 

(19,617

)

 

(848

)

 

(50

)

Total securities available for sale (3)

 

2,112,965

 

 

110,946

 

 

5.25

 

2,024,563

 

 

109,581

 

 

5.41

 

88,402

 

 

1,365

 

 

(16

)

Loans and leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate

 

5,532,198

 

 

372,067

 

 

6.73

 

5,258,299

 

 

359,844

 

 

6.84

 

273,899

 

 

12,223

 

 

(11

)

Variable-rate (3)

 

1,714,827

 

 

109,115

 

 

6.36

 

1,460,685

 

 

124,992

 

 

8.56

 

254,142

 

 

(15,877

)

 

(220

)

Consumer – other

 

132,891

 

 

9,233

 

 

6.95

 

198,105

 

 

17,559

 

 

8.86

 

(65,214

)

 

(8,326

)

 

(191

)

Total consumer real estate and other

 

7,379,916

 

 

490,415

 

 

6.65

 

6,917,089

 

 

502,395

 

 

7.26

 

462,827

 

 

(11,980

)

 

(61

)

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed- and adjustable-rate

 

2,127,436