UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended

June 30, 2012

 

or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-10253

 

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

41-1591444

(State or other jurisdiction of

 

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

incorporation or organization)

 

 

 

200 Lake Street East, Mail Code EX0-03-A,

Wayzata, Minnesota 55391-1693

(Address and Zip Code of principal executive offices)

 

(952) 745-2760

(Registrant’s telephone number, including area code)

 

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 [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 [X]

 

No [  ]

 

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

Large accelerated filer [X]

Accelerated filer                  [   ]

Non-accelerated filer   [   ]  (Do not check if a smaller reporting company)

Smaller reporting company [   ]

 

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

Yes [   ]

 

No [X]

 

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

 

 

 

Outstanding at

Class

 

 

July 19, 2012

Common Stock, $.01 par value

 

 

162,937,366  shares

 



 

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

 

INDEX

 

Part I. Financial Information

 

Pages

 

 

 

 

 

 

Item 1. Financial Statements

 

 

Consolidated Statements of Financial Condition at June 30, 2012 and December 31, 2011

 

1

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011

 

2

 

 

 

 

 

 

Consolidated Statements of Equity for the Six Months Ended June 30, 2012 and 2011

 

3

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011

 

4

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

5

 

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

35

 

 

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

61

 

 

 

 

 

 

Item 4. Controls and Procedures

 

62

 

 

 

 

 

 

Supplementary Information

 

63

 

 

 

 

 

 

Part II. Other Information

 

 

 

 

 

 

 

 

Items 1-6

 

64

 

 

 

 

 

 

Signatures

 

66

 

 

 

 

 

 

Index to Exhibits

 

67

 



 

PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

 

 

 

At

 

At

 

 

 

June 30,

 

December 31,

 

(Dollars in thousands, except per-share data)

 

2012

 

2011

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

865,257

 

$

1,389,704

 

Investments

 

120,814

 

157,780

 

Securities available for sale

 

757,233

 

2,324,038

 

Loans and leases held for sale

 

9,664

 

14,321

 

Loans and leases:

 

 

 

 

 

Consumer real estate

 

6,811,784

 

6,895,291

 

Commercial

 

3,523,070

 

3,449,492

 

Leasing and equipment finance

 

3,151,105

 

3,142,259

 

Inventory finance

 

1,457,263

 

624,700

 

Auto finance

 

262,188

 

3,628

 

Other

 

29,094

 

34,885

 

Total loans and leases

 

15,234,504

 

14,150,255

 

Allowance for loan and lease losses

 

(274,161

)

(255,672

)

Net loans and leases

 

14,960,343

 

13,894,583

 

Premises and equipment, net

 

442,311

 

436,281

 

Goodwill

 

225,640

 

225,640

 

Other assets

 

489,335

 

537,041

 

Total assets

 

$

17,870,597

 

$

18,979,388

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

Checking

 

$

4,701,917

 

$

4,629,749

 

Savings

 

6,227,133

 

5,855,263

 

Money market

 

880,545

 

651,377

 

Certificates of deposit

 

1,894,711

 

1,065,615

 

Total deposits

 

13,704,306

 

12,202,004

 

Short-term borrowings

 

7,487

 

6,416

 

Long-term borrowings

 

2,075,923

 

4,381,664

 

Total borrowings

 

2,083,410

 

4,388,080

 

Accrued expenses and other liabilities

 

326,973

 

510,677

 

Total liabilities

 

16,114,689

 

17,100,761

 

Equity:

 

 

 

 

 

Preferred stock, par value $.01 per share, 30,000,000 shares authorized; and 6,900 shares issued

 

166,721

 

-

 

Common stock, par value $.01 per share, 280,000,000 shares authorized; 162,790,655 and 160,366,380 shares issued, respectively

 

1,628

 

1,604

 

Additional paid-in capital

 

738,437

 

715,247

 

Retained earnings, subject to certain restrictions

 

860,560

 

1,127,823

 

Accumulated other comprehensive income

 

15,703

 

56,826

 

Treasury stock at cost, 42,566 shares, and other

 

(42,078

)

(33,367

)

Total TCF Financial Corporation stockholders’ equity

 

1,740,971

 

1,868,133

 

Non-controlling interest in subsidiaries

 

14,937

 

10,494

 

Total equity

 

1,755,908

 

1,878,627

 

Total liabilities and equity

 

$

17,870,597

 

$

18,979,388

 

 

See accompanying notes to consolidated financial statements.

 

1



 

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

(In thousands, except per-share data)

 

2012

 

2011

 

 

2012

 

2011

 

Interest income:

 

 

 

 

 

 

 

 

 

 

Loans and leases

$

 

208,766

 

$

213,823

 

$

 

414,750

 

$

428,496

 

Securities available for sale

 

5,816

 

20,639

 

 

24,928

 

40,068

 

Investments and other

 

3,633

 

1,836

 

 

6,066

 

3,637

 

Total interest income

 

218,215

 

236,298

 

 

445,744

 

472,201

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

Deposits

 

10,197

 

11,430

 

 

19,258

 

23,434

 

Borrowings

 

9,794

 

48,718

 

 

48,089

 

98,577

 

Total interest expense

 

19,991

 

60,148

 

 

67,347

 

122,011

 

Net interest income

 

198,224

 

176,150

 

 

378,397

 

350,190

 

Provision for credit losses

 

54,106

 

44,005

 

 

102,648

 

89,279

 

Net interest income after provision for credit losses

 

144,118

 

132,145

 

 

275,749

 

260,911

 

Non-interest income:

 

 

 

 

 

 

 

 

 

 

Fees and service charges

 

48,090

 

56,396

 

 

89,946

 

109,909

 

Card revenue

 

13,530

 

28,219

 

 

26,737

 

54,803

 

ATM revenue

 

6,276

 

7,091

 

 

12,475

 

13,796

 

Subtotal

 

67,896

 

91,706

 

 

129,158

 

178,508

 

Leasing and equipment finance

 

23,207

 

22,279

 

 

46,074

 

49,029

 

Gains on sales of auto loans

 

5,496

 

-

 

 

7,746

 

-

 

Other

 

3,168

 

384

 

 

5,523

 

1,078

 

Fees and other revenue

 

99,767

 

114,369

 

 

188,501

 

228,615

 

Gain (loss) on securities, net

 

13,116

 

(227

)

 

89,727

 

(227

)

Total non-interest income

 

112,883

 

114,142

 

 

278,228

 

228,388

 

Non-interest expense:

 

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

97,787

 

89,082

 

 

193,754

 

178,439

 

Occupancy and equipment

 

32,731

 

30,783

 

 

64,977

 

62,942

 

FDIC insurance

 

8,469

 

7,542

 

 

14,855

 

14,737

 

Advertising and marketing

 

5,404

 

3,479

 

 

8,021

 

6,639

 

Deposit account premiums

 

1,690

 

6,166

 

 

7,661

 

9,364

 

Other

 

36,956

 

37,067

 

 

74,252

 

71,633

 

Subtotal

 

183,037

 

174,119

 

 

363,520

 

343,754

 

Loss on termination of debt

 

-

 

-

 

 

550,735

 

-

 

Foreclosed real estate and repossessed assets, net

 

12,059

 

12,617

 

 

23,106

 

25,485

 

Operating lease depreciation

 

6,417

 

7,859

 

 

13,148

 

15,787

 

Other credit costs, net

 

1,476

 

496

 

 

1,188

 

3,044

 

Total non-interest expense

 

202,989

 

195,091

 

 

951,697

 

388,070

 

Income (loss) before income tax expense

 

54,012

 

51,196

 

 

(397,720

)

101,229

 

Income tax expense (benefit)

 

20,542

 

19,086

 

 

(149,702

)

37,858

 

Income (loss) after income tax expense

 

33,470

 

32,110

 

 

(248,018

)

63,371

 

Income attributable to non-controlling interest

 

1,939

 

1,686

 

 

3,345

 

2,675

 

Net income (loss) available to common stockholders

$

 

31,531

 

$

30,424

 

$

 

(251,363

)

$

60,696

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for securities gains included in net income

$

 

-

 

$

-

 

$

 

(76,967

)

$

-

 

Unrealized holding gains arising during the period on securities available for sale

 

19,868

 

31,084

 

 

12,100

 

10,014

 

Foreign currency hedge

 

268

 

(93

)

 

(136

)

(600

)

Foreign currency translation adjustment

 

(324

)

120

 

 

61

 

534

 

Recognized postretirement prior service cost and transition obligation

 

(7

)

1

 

 

(14

)

2

 

Income tax (expense) benefit

 

(7,375

)

(11,362

)

 

23,833

 

(3,458

)

Total other comprehensive income (loss)

 

12,430

 

19,750

 

 

(41,123

)

6,492

 

Comprehensive income (loss) attributable to common stockholders

$

 

43,961

 

$

50,174

 

$

 

(292,486

)

$

67,188

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

Basic

$

 

.20

 

$

.19

 

$

 

(1.58

)

$

.40

 

Diluted

 

.20

 

.19

 

 

(1.58

)

.40

 

Dividends declared per common share

$

 

.05

 

$

.05

 

$

 

.10

 

$

.10

 

 

See accompanying notes to consolidated financial statements.

 

2



 

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity

(Unaudited)

 

 

 

TCF Financial Corporation

 

 

 

 

 

(Dollars in thousands)

 

Number of
Common
Shares Issued

 

Preferred
Stock

 

Common
Stock

 

Additional
Paid-in
Capital

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Treasury
Stock
and Other

 

Total

 

Non-
controlling
Interests

 

Total
Equity

 

Balance, December 31, 2010

 

142,965,012

 

$

-

 

$

1,430

 

$

459,884

 

$

1,049,156

 

$

(15,692

)

$

(23,115

)

$

1,471,663

 

$

8,500

 

$

1,480,163

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income after income tax expense

 

-

 

-

 

-

 

-

 

60,696

 

-

 

-

 

60,696

 

2,675

 

63,371

 

Other comprehensive income

 

-

 

-

 

-

 

-

 

-

 

6,492

 

-

 

6,492

 

-

 

6,492

 

Comprehensive income

 

-

 

-

 

-

 

-

 

60,696

 

6,492

 

-

 

67,188

 

2,675

 

69,863

 

Public offering of common stock

 

15,081,968

 

-

 

151

 

219,515

 

-

 

-

 

-

 

219,666

 

-

 

219,666

 

Net investment by non-controlling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

2,205

 

2,205

 

Dividends on common stock

 

-

 

-

 

-

 

-

 

(14,975

)

-

 

-

 

(14,975

)

-

 

(14,975

)

Grants of restricted stock

 

1,188,000

 

-

 

12

 

(158

)

-

 

-

 

146

 

-

 

-

 

-

 

Common shares purchased by TCF employee benefit plans

 

641,799

 

-

 

7

 

9,907

 

-

 

-

 

-

 

9,914

 

-

 

9,914

 

Cancellation of shares of restricted stock

 

(27,850

)

-

 

-

 

(177

)

15

 

-

 

-

 

(162

)

-

 

(162

)

Cancellation of common shares for tax withholding

 

(184,325

)

-

 

(3

)

(2,788

)

-

 

-

 

-

 

(2,791

)

-

 

(2,791

)

Amortization of stock compensation

 

-

 

-

 

-

 

5,259

 

-

 

-

 

-

 

5,259

 

-

 

5,259

 

Stock compensation tax benefits

 

-

 

-

 

-

 

477

 

-

 

-

 

-

 

477

 

-

 

477

 

Change in shares held in trust for deferred compensation plans, at cost

 

-

 

-

 

-

 

10,273

 

-

 

-

 

(10,273

)

-

 

-

 

-

 

Balance, June 30, 2011

 

159,664,604

 

$

-

 

$

1,597

 

$

702,192

 

$

1,094,892

 

$

(9,200

)

$

(33,242

)

$

1,756,239

 

$

13,380

 

$

1,769,619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

160,366,380

 

$

-

 

$

1,604

 

$

715,247

 

$

1,127,823

 

$

56,826

 

$

(33,367

)

$

1,868,133

 

$

10,494

 

$

1,878,627

 

Comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income after income tax benefit

 

-

 

-

 

-

 

-

 

(251,363

)

-

 

-

 

(251,363

)

3,345

 

(248,018

)

Other comprehensive loss

 

-

 

-

 

-

 

-

 

-

 

(41,123

)

-

 

(41,123

)

-

 

(41,123

)

Comprehensive (loss) income

 

-

 

-

 

-

 

-

 

(251,363

)

(41,123

)

-

 

(292,486

)

3,345

 

(289,141

)

Investment by non-controlling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,098

 

1,098

 

Dividends on common stock

 

-

 

-

 

-

 

-

 

(15,905

)

-

 

-

 

(15,905

)

-

 

(15,905

)

Issuance of preferred stock

 

-

 

166,721

 

-

 

-

 

-

 

-

 

-

 

166,721

 

-

 

166,721

 

Grants of restricted stock

 

1,654,525

 

-

 

17

 

(17

)

-

 

-

 

-

 

-

 

-

 

-

 

Common shares purchased by TCF employee benefit plans

 

960,076

 

-

 

9

 

10,632

 

-

 

-

 

-

 

10,641

 

-

 

10,641

 

Cancellation of shares of restricted stock

 

(31,432

)

-

 

-

 

(72

)

5

 

-

 

-

 

(67

)

-

 

(67

)

Cancellation of common shares for tax withholding

 

(158,894

)

-

 

(2

)

(1,707

)

-

 

-

 

-

 

(1,709

)

-

 

(1,709

)

Amortization of stock compensation

 

-

 

-

 

-

 

5,862

 

-

 

-

 

-

 

5,862

 

-

 

5,862

 

Stock option expirations

 

-

 

-

 

-

 

(56

)

-

 

-

 

-

 

(56

)

-

 

(56

)

Stock compensation tax benefits

 

-

 

-

 

-

 

(163

)

-

 

-

 

-

 

(163

)

-

 

(163

)

Change in shares held in trust for deferred compensation plans, at cost

 

-

 

-

 

-

 

8,711

 

-

 

-

 

(8,711

)

-

 

-

 

-

 

Balance, June 30, 2012

 

162,790,655

 

$

166,721

 

$

1,628

 

$

738,437

 

$

860,560

 

$

15,703

 

$

(42,078

)

$

1,740,971

 

$

14,937

 

$

1,755,908

 

 

See accompanying notes to consolidated financial statements.

 

3



 

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Six Months Ended June 30,

 

(In thousands)

 

2012

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

Net (loss) income available to common stockholders

$

 

(251,363

)

$

60,696

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

Provision for credit losses

 

102,648

 

89,279

 

Depreciation and amortization

 

38,425

 

36,647

 

Proceeds from sales of loans and leases held for sale

 

47,164

 

-

 

Originations of auto loans held for sale, net of repayments

 

(55,278

)

-

 

Net (decrease) increase in other assets and accrued expenses and other liabilities

 

(90,781

)

78,132

 

Gains on sales of assets, net

 

(100,761

)

(7,499

)

Loss on termination of debt

 

550,735

 

-

 

Net income attributable to non-controlling interest

 

3,345

 

2,675

 

Other, net

 

11,488

 

14,491

 

Total adjustments

 

506,985

 

213,725

 

Net cash provided by operating activities

 

255,622

 

274,421

 

Cash flows from investing activities:

 

 

 

 

 

Loan originations and purchases, net of principal collected on loans and leases

 

(995,598

)

300,961

 

Purchases of equipment for lease financing

 

(467,809

)

(417,862

)

Purchase of leasing and equipment finance portfolios

 

-

 

(9,735

)

Purchase of inventory finance portfolios

 

(37,526

)

-

 

Proceeds from sales of loans

 

172,090

 

4,013

 

Proceeds from sales of lease receivables

 

51,733

 

50,944

 

Proceeds from sales of securities available for sale

 

1,901,460

 

-

 

Proceeds from sales of other securities

 

13,116

 

-

 

Purchases of securities available for sale

 

(455,336

)

(512,762

)

Proceeds from maturities of and principal collected on securities available for sale

 

132,471

 

264,125

 

Purchases of Federal Home Loan Bank stock

 

(141,509

)

(4,439

)

Redemption of Federal Home Loan Bank stock

 

181,561

 

22,250

 

Proceeds from sales of real estate owned

 

57,412

 

56,698

 

Purchases of premises and equipment

 

(26,928

)

(15,602

)

Other, net

 

11,637

 

18,359

 

Net cash provided by (used in) investing activities

 

396,774

 

(243,050

)

Cash flows from financing activities:

 

 

 

 

 

Net increase in deposits

 

1,487,306

 

358,758

 

Net increase (decrease) in short-term borrowings

 

957

 

(117,276

)

Proceeds from long-term borrowings

 

1,169,294

 

1,347

 

Payments on long-term borrowings

 

(3,996,664

)

(402,884

)

Net proceeds from public offering of preferred stock

 

166,721

 

-

 

Net proceeds from public offering of common stock

 

-

 

219,666

 

Net investment by non-controlling interest

 

1,098

 

2,205

 

Dividends paid on common stock

 

(15,905

)

(14,975

)

Stock compensation tax (expenses) benefits

 

(163

)

477

 

Common shares sold to TCF employee benefit plans

 

10,513

 

9,914

 

Net cash (used in) provided by financing activities

 

(1,176,843

)

57,232

 

Net (decrease) increase in cash and due from banks

 

(524,447

)

88,603

 

Cash and due from banks at beginning of period

 

1,389,704

 

663,901

 

Cash and due from banks at end of period

$

 

865,257

 

$

752,504

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for:

 

 

 

 

 

Interest on deposits and borrowings

$

 

72,183

 

$

118,117

 

Income taxes, net

 

14,579

 

519

 

Transfer of loans to other assets

$

 

80,574

 

$

93,100

 

 

See accompanying notes to consolidated financial statements.

 

4



 

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

(1) Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all the information and notes necessary for complete financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”). The information in this Quarterly Report on Form 10-Q is written with the presumption that the users of the interim financial statements have read or have access to the most recent Annual Report on Form 10-K of TCF Financial Corporation (“TCF” or the “Company”), which contains the latest audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2011 and for the year then ended. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.  For Consolidated Statements of Cash Flow purposes, cash and cash equivalents include cash and due from banks.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates are based on information available to management at the time the estimates are made.  Actual results could differ from those estimates.  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring items, considered necessary for fair presentation.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year.

 

(2) Business Combinations

 

On November 30, 2011, TCF National Bank (“TCF Bank”), a wholly-owned subsidiary of TCF, acquired 100% of the outstanding common shares of Gateway One Lending & Finance, LLC (“Gateway One”), a privately-held lending company that indirectly originates loans on new and used autos to consumers through established dealer relationships. The acquisition of Gateway One further diversifies the Company’s lending business and provides growth opportunities within the U.S. auto lending marketplace. As a result of the acquisition, Gateway One became a wholly-owned subsidiary of TCF Bank and accordingly, TCF’s Consolidated Statements of Comprehensive Income for the three months ended June 30, 2012 included net interest income, non-interest income and net income of Gateway One totaling $4.5 million, $7 million, and $295 thousand, respectively. TCF’s Consolidated Statements of Comprehensive Income for the six months ended June 30, 2012 included net interest income, non-interest income and net loss of Gateway One totaling $6.3 million, $10.9 million, and $1.5 million, respectively.

 

The following unaudited pro forma financial information presents the combined results of operations of TCF and Gateway One as if the acquisition had been effective January 1, 2011. These results include the impact of amortizing certain purchase accounting adjustments such as intangible assets, compensation expenses and the related impact of the acquisition on income tax expense. There were no material nonrecurring pro forma adjustments directly attributable to the acquisition included within the following pro forma financial information. The pro forma financial information does not necessarily reflect the results of operations that would have occurred had TCF and Gateway One constituted a single entity during such periods. Growth opportunities are expected to be achieved in various amounts at various times during the years subsequent to the acquisition and not ratably over, or at the beginning or end of such periods. No adjustments have been reflected in the following pro forma financial information for anticipated growth opportunities.

 

5



 

 

 

Three Months Ended

 

Six Months Ended

 

(In thousands, except per-share data)

 

June 30, 2011

 

June 30, 2011

 

Interest income

$

 

238,125

 

$

475,866

 

Net interest income

 

177,717

 

353,322

 

Non-interest income

 

118,847

 

236,014

 

Net income available to common stockholders

 

31,425

 

61,761

 

Basic net income per common share

$

 

.19

 

$

.40

 

Diluted net income per common share

$

 

.19

 

$

.40

 

 

The total purchase price was allocated to Gateway One’s net tangible and identifiable intangible assets based on their estimated fair values as of November 30, 2011, as set forth below.

 

The following table summarizes the consideration paid for Gateway One and the amounts of the assets acquired and liabilities assumed as of the acquisition date.

 

 

 

At

 

 

 

November 30,

 

(In thousands)

 

2011

 

Cash consideration

$

 

115,218

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

Cash and cash equivalents

$

 

2,210

 

Restricted cash

 

18,685

 

Loans held for sale

 

13,711

 

Loans held for investment

 

3,879

 

Intangible assets

 

6,170

 

Interest-only strip

 

21,210

 

Deferred tax asset

 

11,286

 

Deferred stock compensation

 

2,600

 

Other assets

 

1,588

 

Accounts payable

 

(1,043

)

Loan sale liability

 

(6,072

)

Debt assumed

 

(9,988

)

Servicing funds to be remitted

 

(17,901

)

Other liabilities

 

(4,158

)

Total identifiable net assets

$

 

42,177

 

Goodwill

 

73,041

 

Total net assets acquired

$

 

115,218

 

 

At the time of acquisition, all of Gateway One’s loans held for investment, which was 22.1% of the total loans at the time of acquisition or $3.9 million, had evidence of deteriorated credit quality, at June 30, 2012 $2.1 million remained. The goodwill of $73 million arising from the acquisition consists largely of expected incremental balance sheet and fee growth and cross selling opportunities. The goodwill was assigned to TCF’s Lending segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

 

Pursuant to the terms of the acquisition agreement, three key members of Gateway One’s management team were required to utilize a portion of the consideration paid to them by TCF to acquire Gateway One to separately purchase TCF common stock in the aggregate amount of $2.6 million. These shares of TCF common stock will be retained by a trustee for three years pursuant to the terms of custodial agreements entered into between the trustee, TCF and each individual. Ownership of these shares will be forfeited to TCF if during the three-year period the individual terminates his employment with TCF without cause, or TCF terminates their employment for

 

6



 

cause, and has been accounted for separately from the acquisition. Due to the fact that this portion of the purchase consideration is tied to continuing employment, and at risk, the value of these shares has been recorded within other assets and will be recognized as compensation expense ratably throughout the duration of the three-year period. In addition, TCF provided Gateway One $10 million in interim funding prior to the acquisition to facilitate its closing in a timely manner. This loan was executed at prevailing market pricing and terms.

 

(3) Cash and Due from Banks

 

At June 30, 2012 and December 31, 2011, TCF was required by Federal Reserve Board regulations to maintain reserves of $87.9 million and $42.1 million, respectively, in cash on hand or at the Federal Reserve Bank.

 

TCF maintains cash balances that are restricted as to their use in accordance with certain contractual agreements related to the sale and servicing of auto loans. Cash proceeds from loans serviced for third parties are held in restricted accounts until remitted. TCF also retains restricted cash balances for potential loss recourse on certain sold auto loans. Restricted cash totaling $19.4 million and $17.5 million was included within cash and due from banks at June 30, 2012 and December 31, 2011, respectively.

 

(4) Investments

 

The carrying values of investments consist of the following.

 

 

 

At

 

At

 

 

 

June 30,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

Federal Home Loan Bank stock, at cost

 

$

79,034

 

$

119,086

 

Federal Reserve Bank stock, at cost

 

35,316

 

31,711

 

Other

 

6,464

 

6,983

 

Total investments

 

$

120,814

 

$

157,780

 

 

The investments in Federal Home Loan Bank (“FHLB”) stock are required investments related to TCF’s current borrowings from the FHLB of Des Moines.  FHLBs obtain their funding primarily through issuance of consolidated obligations of the FHLB 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.  Therefore, TCF’s investments in these banks could be adversely impacted by the financial operations of the FHLBs and actions of their regulator, the Federal Housing Finance Agency. Other investments primarily consist of non-traded mortgage-backed securities and other bonds which qualify for investment credit under the Community Reinvestment Act of 1977, as amended.

 

During the first six months of 2012, TCF recorded impairment charges of $356 thousand on other investments, which had a carrying value of $6.5 million at June 30, 2012. TCF did not record any impairment charges during the three months ended June 30, 2012. During the second quarter and first six months of 2011, TCF recorded impairment charges of $16 thousand on other investments, which had a carrying value of $7.4 million at June 30, 2011.

 

7



 

(5)  Securities Available for Sale

 

Securities available for sale consist of the following.

 

 

 

June 30, 2012

 

December 31, 2011

 

(Dollars in thousands)

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government sponsored enterprises and federal agencies

$

731,382

 

$

23,511

 

$

-

 

$

754,893

 

$

2,233,307

 

$

89,029

 

$

-

 

$

2,322,336 

 

Other

 

140

 

-

 

-

 

140

 

152

 

-

 

-

 

152 

 

Other securities

 

1,742

 

458

 

-

 

2,200

 

1,742

 

-

 

192

 

1,550 

 

Total

$

733,264

 

$

23,969

 

$

-

 

$

757,233

 

$

2,235,201

 

$

89,029

 

$

192

 

$

2,324,038 

 

Weighted-average yield

 

3.16

%

 

 

 

 

 

 

3.79

%

 

 

 

 

 

 

 

Gains on securities available for sale of $76.6 million were recognized during the first six months of 2012, resulting from sales of mortgage-backed securities during the first quarter of 2012.  Impairment charges of $211 thousand were recognized on other securities during the second quarter and first six months of 2011. No impairment charges were recorded during the second quarter and first six months of 2012.

 

The following table shows the securities available for sale portfolio’s gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2011. There were no securities available for sale in a gross unrealized loss position at June 30, 2012. Unrealized losses on securities available for sale are due to lower values for equity securities or changes in interest rates and not due to credit quality issues.  TCF has the ability and intent to hold these investments until a recovery of fair value occurs.

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

(In thousands)

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

At December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Other securities

$

 

1,450

 

$

192

 

$

-

 

$

-

 

$

1,450

 

$

192

 

Total

$

 

1,450

 

$

192

 

$

-

 

$

-

 

$

1,450

 

$

192

 

 

The amortized cost and fair value of securities available for sale at June 30, 2012, by contractual maturity, are shown below. The remaining contractual principal maturities do not consider prepayments.  Remaining expected maturities will differ from contractual maturities because borrowers may have the right to prepay.

 

 

 

Amortized

 

 

 

(In thousands)

 

Cost

 

Fair Value

 

Due in one year or less

 

$

101

 

$

101

 

Due in 1-5 years

 

117

 

123

 

Due in 5-10 years

 

125

 

125

 

Due after 10 years

 

731,279

 

754,784

 

No stated maturity

 

1,642

 

2,100

 

Total

 

$

733,264

 

$

757,233

 

 

8



 

(6) Loans and Leases

 

The following table sets forth information about loans and leases.

 

 

 

At

 

At

 

 

 

 

 

June 30,

 

December 31,

 

Percentage

 

(Dollars in thousands)

 

2012

 

2011

 

Change

 

Consumer real estate:

 

 

 

 

 

 

 

First mortgage lien

 

$

4,610,837

 

$

4,742,423

 

(2.8)

%

Junior lien

 

2,200,947

 

2,152,868

 

2.2

 

Total consumer real estate

 

6,811,784

 

6,895,291

 

(1.2)

 

Commercial:

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

Permanent

 

3,133,812

 

3,039,488

 

3.1

 

Construction and development

 

116,685

 

159,210

 

(26.7)

 

Total commercial real estate

 

3,250,497

 

3,198,698

 

1.6

 

Commercial business

 

272,573

 

250,794

 

8.7

 

Total commercial

 

3,523,070

 

3,449,492

 

2.1

 

Leasing and equipment finance:(1)

 

 

 

 

 

 

 

Equipment finance loans

 

1,186,762

 

1,110,803

 

6.8

 

Lease financings:

 

 

 

 

 

 

 

Direct financing leases

 

1,962,041

 

2,039,096

 

(3.8)

 

Sales-type leases

 

29,244

 

29,219

 

.1

 

Lease residuals

 

125,954

 

129,100

 

(2.4)

 

Unearned income and deferred lease costs

 

(152,896

)

(165,959

)

7.9

 

Total lease financings

 

1,964,343

 

2,031,456

 

(3.3)

 

Total leasing and equipment finance

 

3,151,105

 

3,142,259

 

.3

 

Inventory finance

 

1,457,263

 

624,700

 

133.3

 

Auto finance

 

262,188

 

3,628

 

N.M.

 

Other

 

29,094

 

34,885

 

(16.6)

 

Total loans and leases

 

$

15,234,504

 

$

14,150,255

 

7.7

%

 

N.M. Not Meaningful.

(1)  Operating leases of $65.2 million and $69.6 million at June 30, 2012 and December 31, 2011, respectively, are included in other assets in the Consolidated Statements of Financial Condition.

 

From time to time, TCF sells minimum lease payments to third-party financial institutions at fixed rates.  For those transactions which achieve sale treatment, the related lease cash flow stream is not recognized on TCF’s Consolidated Statements of Financial Condition.  During the three months ended June 30, 2012 and 2011, TCF sold $23.9 million and $18.2 million, respectively, of minimum lease payment receivables, received cash of $23.6 million and $18.5 million, respectively, and recognized a net loss of $314 thousand and net gain of $276 thousand, respectively. During the six months ended June 30, 2012 and 2011, TCF sold $56.6 million and $44.8 million, respectively, of minimum lease payment receivables, received cash of $57.1 million and $50.9 million, respectively, and recognized a net gain of $494 thousand and $6.1 million, respectively. At June 30, 2012 and December 31, 2011, TCF’s lease residuals reported within the table above include $12.8 million and $9.1 million, respectively, related to all historical sales of minimum lease payment receivables.

 

During the three months ended June 30, 2012, TCF sold $144.1 million of consumer auto loans with servicing retained and received cash of $141.1 million, resulting in gains of $5.5 million.  Related to these sales, TCF retained an interest-only strip of $10.1 million.  During the six months ended June 30, 2012, TCF sold $216.1 million of consumer auto loans with servicing retained and received cash of $211.3 million, resulting in gains of $7.7 million.  Related to these sales, TCF retained an interest-only strip of $14.7 million.  At June 30, 2012, interest-only strips and contractual recourse liabilities totaled $30.7 million and $4.7 million, respectively. None of the recourse liabilities outstanding at June 30, 2012 related to consumer auto loans sold during the three or six months ended June 30, 2012.  At December 31, 2011, interest-only strips and contractual recourse liabilities totaled $22.4 million and $6 million, respectively.  No servicing assets or liabilities related to consumer auto loans were recorded within TCF’s Consolidated Statements of Financial Condition, as the contractual servicing fees are adequate to compensate TCF for its servicing responsibilities.  The unpaid principal balance of auto loans serviced for third parties was $508.5 million and $387.1 million at June 30, 2012 and December 31, 2011,

 

9



 

respectively.  Excluding loans in bankruptcy and loans in the process of repossession, .1% of the auto loans serviced for third parties were 60 or more days past due at June 30, 2012.

 

(7)  Allowance for Loan and Lease Losses and Credit Quality Information

 

Allowance for Loan and Lease Losses The following tables provide information regarding the allowance for loan

and lease losses.

 

(In thousands)

 

Consumer
Real Estate

 

Commercial

 

Leasing and
Equipment
Finance

 

Inventory
Finance

 

Auto
Finance

 

Other

 

Total

 

At or For the Three Months Ended June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, at beginning of quarter

 

$

183,825

 

$

50,444

 

$

21,537

 

$

7,556

 

$

1,019

 

$

912

 

$

265,293

 

Charge-offs

 

(35,980

)

(8,693

)

(2,667

)

(283

)

(82

)

(2,128

)

(49,833

)

Recoveries

 

1,124

 

238

 

1,494

 

58

 

1

 

2,059

 

4,974

 

Net charge-offs

 

(34,856

)

(8,455

)

(1,173

)

(225

)

(81

)

(69

)

(44,859

)

Provision for credit losses

 

39,118

 

8,710

 

5,086

 

(223

)

1,356

 

59

 

54,106

 

Transfers and other

 

-

 

-

 

-

 

(36

)

(343

)

-

 

(379

)

Balance, at end of quarter

 

$

188,087

 

$

50,699

 

$

25,450

 

$

7,072

 

$

1,951

 

$

902

 

$

274,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At or For the Three Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, at beginning of quarter

 

$

174,097

 

$

50,119

 

$

26,272

 

$

3,344

 

$

-

 

$

1,476

 

$

255,308

 

Charge-offs

 

(37,344

)

(3,030

)

(4,855

)

(336

)

-

 

(2,892

)

(48,457

)

Recoveries

 

673

 

346

 

1,377

 

8

 

-

 

2,208

 

4,612

 

Net charge-offs

 

(36,671

)

(2,684

)

(3,478

)

(328

)

-

 

(684

)

(43,845

)

Provision for credit losses

 

38,290

 

3,348

 

1,817

 

(79

)

-

 

629

 

44,005

 

Other

 

-

 

-

 

-

 

4

 

-

 

-

 

4

 

Balance, at end of quarter

 

$

175,716

 

$

50,783

 

$

24,611

 

$

2,941

 

$

-

 

$

1,421

 

$

255,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Consumer
Real Estate

 

Commercial

 

Leasing and
Equipment
Finance

 

Inventory
Finance

 

Auto
Finance

 

Other

 

Total

 

At or For the Six Months Ended June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, at beginning of year

 

$

183,435

 

$

46,954

 

$

21,173

 

$

2,996

 

$

-

 

$

1,114

 

$

255,672

 

Charge-offs

 

(73,142

)

(10,343

)

(4,443

)

(953

)

(84

)

(5,544

)

(94,509

)

Recoveries

 

2,597

 

364

 

3,119

 

85

 

1

 

4,550

 

10,716

 

Net charge-offs

 

(70,545

)

(9,979

)

(1,324

)

(868

)

(83

)

(994

)

(83,793

)

Provision for credit losses

 

75,197

 

13,724

 

5,601

 

4,968

 

2,376

 

782

 

102,648

 

Transfers and other

 

-

 

-

 

-

 

(24

)

(342

)

-

 

(366

)

Balance, at end of period

 

$

188,087

 

$

50,699

 

$

25,450

 

$

7,072

 

$

1,951

 

$

902

 

$

274,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At or For the Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, at beginning of year

 

$

172,850

 

$

62,478

 

$

26,301

 

$

2,537

 

$

-

 

$

1,653

 

$

265,819

 

Charge-offs

 

(73,532

)

(20,942

)

(8,805

)

(571

)

-

 

(5,711

)

(109,561

)

Recoveries

 

1,558

 

480

 

2,538

 

35

 

-

 

5,293

 

9,904

 

Net charge-offs

 

(71,974

)

(20,462

)

(6,267

)

(536

)

-

 

(418

)

(99,657

)

Provision for credit losses

 

74,840

 

8,767

 

4,577

 

909

 

-

 

186

 

89,279

 

Other

 

-

 

-

 

-

 

31

 

-

 

-

 

31

 

Balance, at end of period

 

$

175,716

 

$

50,783

 

$

24,611

 

$

2,941

 

$

-

 

$

1,421

 

$

255,472

 

 

10



 

The following tables provide other information regarding the allowance for loan and lease losses and balances by type of

allowance methodology.

 

 

 

At June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Consumer
Real Estate

 

Commercial

 

Leasing and
Equipment
Finance

 

Inventory
Finance

 

Auto
Finance

 

Other

 

Total

Allowance for loan and lease losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for loss potential

 

$

186,739

 

$

25,722

 

$

17,925

 

$

6,659

 

$

1,951

 

$

902

 

$

239,898

 

Individually evaluated for loss potential

 

1,348

 

24,977

 

7,525

 

413

 

-

 

-

 

34,263

 

Total

 

$

188,087

 

$

50,699

 

$

25,450

 

$

7,072

 

$

1,951

 

$

902

 

$

274,161

 

Loans and leases outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for loss potential

 

$

6,804,456

 

$

2,943,859

 

$

3,115,652

 

$

1,446,930

 

$

260,101

 

$

29,094

 

$

14,600,092

 

Individually evaluated for loss potential

 

7,328

 

579,211

 

30,646

 

10,333

 

-

 

-

 

627,518

 

Loans acquired with deteriorated credit quality

 

-

 

-

 

4,807

 

-

 

2,087

 

-

 

6,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

6,811,784

 

$

3,523,070

 

$

3,151,105

 

$

1,457,263

 

$

262,188

 

$

29,094

 

$

15,234,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Consumer
Real Estate

 

Commercial

 

Leasing and
Equipment
Finance

 

Inventory
Finance

 

Auto
Finance

 

Other

 

Total

Allowance for loan and lease losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for loss potential

 

$

182,315

 

$

24,842

 

$

17,339

 

$

2,583

 

$

-

 

$

1,114

 

$

228,193

 

Individually evaluated for loss potential

 

1,120

 

22,112

 

3,834

 

413

 

-

 

-

 

27,479

 

Total

 

$

183,435

 

$

46,954

 

$

21,173

 

$

2,996

 

$

-

 

$

1,114

 

$

255,672

 

Loans and leases outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for loss potential

 

$

6,887,627

 

$

2,811,046

 

$

3,112,864

 

$

616,496

 

$

-

 

$

34,885

 

$

13,462,918

 

Individually evaluated for loss potential

 

7,664

 

638,446

 

22,200

 

8,204

 

-

 

-

 

676,514

 

Loans acquired with deteriorated credit quality

 

-

 

-

 

7,195

 

-

 

3,628

 

-

 

10,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

6,895,291

 

$

3,449,492

 

$

3,142,259

 

$

624,700

 

$

3,628

 

$

34,885

 

$

14,150,255

 

 

11



 

Performing and Non-accrual Loans and Leases  The following tables set forth information regarding TCF’s performing and non-accrual loans and leases. Performing loans and leases are considered to have a lower risk of loss and are on accruing status and less than 60 days delinquent. Non-accrual loans and leases and loans and leases that are 60 days or more delinquent are those which management believes have a higher risk of loss than performing loans and leases. Delinquent balances are determined based on the contractual terms of the loan or lease. TCF’s key credit quality indicator is the receivable’s status as accruing or non-accruing.

 

 

 

At June 30, 2012

 

(In thousands)

 

Performing

 

60-89 Days
Delinquent
and Accruing

 

90 Days or More
Delinquent and
Accruing

 

Total 60+ Days
Delinquent and
Accruing

 

Accruing

 

Non-Accrual

 

Total

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First mortgage lien

$

 

4,401,717

 

$

33,393

 

$

53,321

 

$

86,714

 

$

4,488,431

 

$

122,406

 

$

4,610,837

 

Junior lien

 

2,168,708

 

6,952

 

7,015

 

13,967

 

2,182,675

 

18,272

 

2,200,947

 

Total consumer real estate

 

6,570,425

 

40,345

 

60,336

 

100,681

 

6,671,106

 

140,678

 

6,811,784

 

Commercial real estate

 

3,109,317

 

5,505

 

-

 

5,505

 

3,114,822

 

135,675

 

3,250,497

 

Commercial business

 

257,922

 

111

 

-

 

111

 

258,033

 

14,540

 

272,573

 

Total commercial

 

3,367,239

 

5,616

 

-

 

5,616

 

3,372,855

 

150,215

 

3,523,070

 

Leasing and equipment finance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Middle market

 

1,645,297

 

911

 

109

 

1,020

 

1,646,317

 

11,022

 

1,657,339

 

Small ticket

 

795,062

 

970

 

345

 

1,315

 

796,377

 

5,091

 

801,468

 

Winthrop

 

401,289

 

4

 

-

 

4

 

401,293

 

12,725

 

414,018

 

Other

 

235,206

 

-

 

-

 

-

 

235,206

 

591

 

235,797

 

Total leasing and equipment finance

 

3,076,854

 

1,885

 

454

 

2,339

 

3,079,193

 

29,429

 

3,108,622

 

Inventory finance

 

1,455,157

 

182

 

24

 

206

 

1,455,363

 

1,900

 

1,457,263

 

Auto finance

 

260,039

 

24

 

38

 

62

 

260,101

 

-

 

260,101

 

Other

 

26,856

 

17

 

17

 

34

 

26,890

 

2,204

 

29,094

 

Subtotal

 

14,756,570

 

48,069

 

60,869

 

108,938

 

14,865,508

 

324,426

 

15,189,934

 

Portfolios acquired with deteriorated credit quality

 

43,934

 

293

 

343

 

636

 

44,570

 

-

 

44,570

 

Total

$

 

14,800,504

 

$

48,362

 

$

61,212

 

$

109,574

 

$

14,910,078

 

$

324,426

 

$

15,234,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2011

 

(In thousands)

 

Performing

 

60-89 Days
Delinquent
and Accruing

 

90 Days or More
Delinquent and
Accruing

 

Total 60+ Days
Delinquent and
Accruing

 

Accruing

 

Non-Accrual

 

Total

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First mortgage lien

$

 

4,525,951

 

$

32,571

 

$

54,787

 

$

87,358

 

$

4,613,309

 

$

129,114

 

$

4,742,423

 

Junior lien

 

2,110,334

 

7,813

 

14,464

 

22,277

 

2,132,611

 

20,257

 

2,152,868

 

Total consumer real estate

 

6,636,285

 

40,384

 

69,251

 

109,635

 

6,745,920

 

149,371

 

6,895,291

 

Commercial real estate

 

3,092,855

 

98

 

1,001

 

1,099

 

3,093,954

 

104,744

 

3,198,698

 

Commercial business

 

227,970

 

49

 

-

 

49

 

228,019

 

22,775

 

250,794

 

Total commercial

 

3,320,825

 

147

 

1,001

 

1,148

 

3,321,973

 

127,519

 

3,449,492

 

Leasing and equipment finance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Middle market

 

1,627,369

 

1,260

 

84

 

1,344

 

1,628,713

 

13,185

 

1,641,898

 

Small ticket

 

792,566

 

2,368

 

613

 

2,981

 

795,547

 

5,535

 

801,082

 

Winthrop

 

447,334

 

235

 

-

 

235

 

447,569

 

1,253

 

448,822

 

Other

 

185,563

 

198

 

-

 

198

 

185,761

 

610

 

186,371

 

Total leasing and equipment finance

 

3,052,832

 

4,061

 

697

 

4,758

 

3,057,590

 

20,583

 

3,078,173

 

Inventory finance

 

623,717

 

153

 

7

 

160

 

623,877

 

823

 

624,700

 

Auto finance

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

Other

 

34,829

 

20

 

21

 

41

 

34,870

 

15

 

34,885

 

Subtotal

 

13,668,488

 

44,765

 

70,977

 

115,742

 

13,784,230

 

298,311

 

14,082,541

 

Portfolios acquired with deteriorated credit quality

 

65,820

 

766

 

1,128

 

1,894

 

67,714

 

-

 

67,714

 

Total

$

 

13,734,308

 

$

45,531

 

$

72,105

 

$

117,636

 

$

13,851,944

 

$

298,311

 

$

14,150,255

 

 

12



 

The following table provides interest income recognized on loans and leases in non-accrual status and contractual interest that would have been recorded had the loans and leases performed in accordance with their original contractual terms.

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

(In thousands)

 

2012

 

2011

 

2012

 

2011

 

Contractual interest due on non-accrual loans and leases

$

 

8,614

 

$

9,698

 

$

17,633

 

$

19,360

 

Interest income recognized on loans and leases in non-accrual status

 

1,563

 

1,841

 

3,487

 

4,037

 

Unrecognized interest income

$

 

7,051

 

$

7,857

 

$

14,146

 

$

15,323

 

 

The following table summarizes consumer real estate loans to customers in bankruptcy.

 

 

 

At June 30,

 

At December 31,

 

(In thousands)

 

2012

 

2011

 

Consumer real estate loans to customers in bankruptcy:

 

 

 

 

 

0-59 days delinquent and accruing

 

$

70,683

 

$

74,347

 

60+ days delinquent and accruing

 

1,038

 

1,112

 

Non-accrual

 

22,242

 

17,531

 

Total consumer real estate loans to customers in bankruptcy

 

$

93,963

 

$

92,990

 

 

Loan Modifications for Borrowers with Financial Difficulties Included within the loans and leases in previous tables are certain loans that have been modified in order to maximize collection of loan balances. If, for economic or legal reasons related to the customer’s financial difficulties, TCF grants a concession the modified loan is classified as a troubled debt restructuring (“TDR”).

 

Based on clarifying guidance from regulatory agencies, beginning in the second quarter of 2012, TCF classifies trial modifications as TDRs at the beginning of the trial period. Previously, these loans were not classified as TDRs until performance was demonstrated at a reduced payment amount during a short trial period. This change in policy resulted in a one-time $13.4 million increase of consumer real estate TDRs during the second quarter of 2012.

 

TCF held consumer real estate TDRs of $520.1 million and $479.8 million at June 30, 2012 and December 31, 2011, respectively, of which $465.6 million and $433.1 million were accruing at June 30, 2012 and December 31, 2011, respectively. TCF also held $208.7 million and $181.6 million of commercial loan TDRs at June 30, 2012 and December 31, 2011, respectively, of which $103.1 million and $98.4 million were accruing at June 30, 2012 and December 31, 2011, respectively. The amount of additional funds committed to borrowers in TDR status was $7.2 million and $8.5 million at June 30, 2012 and December 31, 2011, respectively.

 

When a loan is modified as a TDR, there is not a direct, material impact on the loans within the Consolidated Statements of Financial Condition, as principal balances are generally not forgiven. Loan modifications are not reported as TDRs in calendar years after modification if the loans were modified at an interest rate equal to the yields of new loan originations with comparable risk and the loans are performing based on the terms of the restructuring agreements. All loans classified as TDRs are considered to be impaired.

 

13



 

The financial effects of TDRs are presented in the following tables and represent the difference between interest income recognized on accruing TDRs and the contractual interest that would have been recorded under the original contractual terms.

 

 

 

Three Months Ended June 30,

 

 

 

2012

 

2011

 

(In thousands)

 

Contractual
Interest Due
on TDRs

 

Interest Income
Recognized
on TDRs

 

Unrecognized
Interest
Income, Net

 

Contractual
Interest Due
on TDRs

 

Interest Income
Recognized
on TDRs

 

Unrecognized
Interest
Income, Net

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

First mortgage lien

$

 

7,224

 

$

3,906

 

$

3,318

 

$

5,770

 

 $

2,978

 

$

2,792

 

Junior lien

 

580

 

361

 

219

 

407

 

231

 

176

 

Total consumer real estate

 

7,804

 

4,267

 

3,537

 

6,177

 

3,209

 

2,968

 

Commercial real estate

 

1,300

 

1,311

 

(11

)

486

 

483

 

3

 

Commercial business

 

105

 

96

 

9

 

82

 

82

 

 

Total commercial

 

1,405

 

1,407

 

(2

)

568

 

565

 

3

 

Leasing and equipment finance:

 

 

 

 

 

 

 

 

 

 

 

 

 

Middle market

 

14

 

16

 

(2

)

21

 

22

 

(1

)

Total leasing and equipment finance

 

14

 

16

 

(2

)

21

 

22

 

(1

)

Total

$

 

9,223

 

$

5,690

 

$

3,533

 

$

6,766

 

 $

3,796

 

$

2,970

 

 

 

 

Six Months Ended June 30,

 

 

 

2012

 

2011

 

(In thousands)

 

Contractual
Interest Due
on TDRs

 

Interest Income
Recognized
on TDRs

 

Unrecognized
Interest
Income, Net

 

Contractual
Interest Due
on TDRs

 

Interest Income
Recognized
on TDRs

 

Unrecognized
Interest
Income, Net

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

First mortgage lien

$

 

14,290

 

$

7,535

 

$

6,755

 

$

11,361

 

 $

5,964

 

$

5,397

 

Junior lien

 

1,147

 

710

 

437

 

814

 

455

 

359

 

Total consumer real estate

 

15,437

 

8,245

 

7,192

 

12,175

 

6,419

 

5,756

 

Commercial real estate

 

2,616

 

2,645

 

(29

)

869

 

852

 

17

 

Commercial business

 

215

 

206

 

9

 

82

 

82

 

-

 

Total commercial

 

2,831

 

2,851

 

(20

)

951

 

934

 

17

 

Leasing and equipment finance:

 

 

 

 

 

 

 

 

 

 

 

 

 

Middle market

 

29

 

32

 

(3

)

43

 

44

 

(1

)

Total leasing and equipment finance

 

29

 

32

 

(3

)

43

 

44

 

(1

)

Total

$

 

18,297

 

$

11,128

 

$

7,169

 

$

13,169

 

 $

7,397

 

$

5,772

 

 

14



 

The table below summarizes TDRs that defaulted during the three and six months ended June 30, 2012 and 2011, and which were modified within 12 months of the beginning of the respective reporting period. TCF considers a loan to have defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to non-accrual status or has been transferred to other real estate owned.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

(Dollars in thousands)

 

Number
of Loans

 

Loan
Balance

 

Number
of Loans

 

Loan
Balance

 

Number
of Loans

 

Loan
Balance

 

Number
of Loans

 

Loan
Balance

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First mortgage lien

 

37

 

$

7,260

 

22

 

$

5,234

 

65

 

$

12,574

 

40

 

$

8,399

 

Junior lien

 

11

 

338

 

6

 

601

 

17

 

687

 

13

 

1,314

 

Total consumer real estate

 

48

 

7,598

 

28

 

5,835

 

82

 

13,261

 

53

 

9,713

 

Commercial real estate

 

7

 

11,978

 

2

 

5,436

 

11

 

25,605

 

3

 

5,957

 

Total commercial

 

7

 

11,978

 

2

 

5,436

 

11

 

25,605

 

3

 

5,957

 

Total defaulted modified loans

 

55

 

$

19,576

 

30

 

$

11,271

 

93

 

$

38,866

 

56

 

$

15,670

 

Loans modified in the applicable period

 

1,629

 

$

406,885

 

832

 

$

244,632

 

1,775

 

$

447,532

 

1,073

 

$

283,783

 

Defaulted modified loans as a percent of loans modified in the applicable period

 

3.4

 %

4.8

 %

3.6

 %

4.6

 %

5.2

 %

8.7

 %

5.2

 %

5.5

 %

 

Consumer real estate TDRs are evaluated separately in TCF’s allowance methodology based on the present value of expected cash flows for such loans as the repayments are not expected to result from the foreclosure and liquidation of the collateral at the time of the modification. The allowance on accruing consumer real estate loan TDRs was $65.6 million, or 14.1% of the outstanding balance, at June 30, 2012, and $58.3 million, or 13.5% of the outstanding balance, at December 31, 2011.  For consumer real estate TDRs, TCF utilized average re-default rates ranging from 10% to 25%, depending on modification type, in determining impairment, which is consistent with actual experience.  Consumer real estate loans remain on accruing status upon modification if they are less than 150 days past due, or six payments owing, and payment in full under the modified loan terms is expected.  Otherwise, the loans are placed on non-accrual status and reported as non-accrual until there is sustained repayment performance for six consecutive payments. All eligible loans are re-aged to current delinquency status upon modification.

 

Commercial TDRs are individually evaluated for loss potential.  Impairment is generally based upon the present value of the expected future cash flows or the fair value of the collateral less selling expenses for fully collateral-dependent loans. The allowance on accruing commercial loan TDRs was $1.6 million, or 1.5% of the outstanding balance, at June 30, 2012, and $1.4 million, or 1.4% of the outstanding balance, at December 31, 2011.

 

Impaired Loans  TCF considers impaired loans to include non-accrual commercial loans, non-accrual equipment finance loans and non-accrual inventory finance loans, as well as consumer TDR loans, commercial TDR loans, and leasing and equipment finance TDR loans. Impaired loans are included in the previous tables within the amounts disclosed as non-accrual and the accruing consumer real estate TDRs.  Accruing consumer and commercial TDRs that are less than 60 days delinquent have been disclosed as performing within the previous tables of performing and non-accrual loans and leases. In the following table, the loan balance of impaired loans represents the amount recorded within loans and leases on the Consolidated Statements of Financial Condition whereas the unpaid contractual balance represents the balances legally owed by the borrowers, excluding write-downs.

 

15



 

The following tables summarize impaired loans.

 

 

 

At June 30, 2012

 

(In thousands)

 

Unpaid
Contractual
Balance

 

Loan
Balance

 

Related
Allowance
Recorded

 

Impaired loans with an allowance recorded:

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

First mortgage lien

$

 

423,618

 

$

423,048

 

$

62,040

 

Junior lien

 

36,556

 

36,588

 

7,308

 

Total consumer real estate

 

460,174

 

459,636

 

69,348

 

Commercial real estate

 

258,643

 

231,606

 

16,475

 

Commercial business

 

24,370

 

21,665

 

3,459

 

Total commercial

 

283,013

 

253,271

 

19,934

 

Leasing and equipment finance:

 

 

 

 

 

 

 

Middle market

 

8,127

 

8,127

 

1,078

 

Small ticket

 

676

 

676

 

157

 

Other

 

591

 

591

 

305

 

Total leasing and equipment finance

 

9,394

 

9,394

 

1,540

 

Inventory finance

 

1,900

 

1,900

 

364

 

Other

 

9

 

9

 

1

 

Total impaired loans with an allowance recorded

 

754,490

 

724,210

 

91,187

 

Impaired loans without an allowance recorded:

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

First mortgage lien

 

78,555

 

56,724

 

-

 

Junior lien

 

7,886

 

3,699

 

-

 

Total consumer real estate

 

86,441

 

60,423

 

-

 

Total impaired loans

$

 

840,931

 

$

784,633

 

$

91,187

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2011

 

(In thousands)

 

Unpaid
Contractual
Balance

 

Loan
Balance

 

Related
Allowance
Recorded

 

Impaired loans with an allowance recorded:

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

First mortgage lien

$

 

396,754

 

$

395,513

 

$

55,642

 

Junior lien

 

33,796

 

33,404

 

5,397

 

Total consumer real estate

 

430,550

 

428,917

 

61,039

 

Commercial real estate

 

224,682

 

196,784

 

13,819

 

Commercial business

 

36,043

 

29,183

 

4,019

 

Total commercial

 

260,725

 

225,967

 

17,838

 

Leasing and equipment finance:

 

 

 

 

 

 

 

Middle market

 

9,501

 

9,501

 

1,130

 

Small ticket

 

532

 

532

 

114

 

Other

 

610

 

610

 

127

 

Total leasing and equipment finance

 

10,643

 

10,643

 

1,371

 

Inventory finance

 

823

 

823

 

44

 

Total impaired loans with an allowance recorded

 

702,741

 

666,350

 

80,292

 

Impaired loans without an allowance recorded:

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

First mortgage lien

 

67,954

 

49,099

 

-

 

Junior lien

 

3,810

 

1,790

 

-

 

Total consumer real estate

 

71,764

 

50,889

 

-

 

Total impaired loans

$

 

774,505

 

$

717,239

 

$

80,292

 

 

16



 

The increase in the loan balance of impaired loans from December 31, 2011 was primarily due to an increase of $32.6 million in accruing consumer real estate loan TDRs and a $27.1 million increase in commercial TDRs. Included in impaired loans were $441.6 million and $413.7 million of accruing consumer real estate loan TDRs less than 90 days past due as of June 30, 2012 and December 31, 2011, respectively.

 

The average loan balance of impaired loans and interest income recognized on impaired loans during the three and six months ended June 30, 2012 and 2011 are included within the following tables.

 

 

 

Three Months Ended

 

 

 

June 30, 2012

 

June 30, 2011

 

(In thousands)

 

Average Balance

 

Interest Income
Recognized

 

Average Balance

 

Interest Income
Recognized

 

Impaired loans with an allowance recorded:

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

First mortgage lien

$

 

412,692

 

$

3,698

 

$

333,412

 

$

2,987

 

Junior lien

 

35,304

 

366

 

23,188

 

233

 

Total consumer real estate

 

447,996

 

4,064

 

356,600

 

3,220

 

Commercial real estate

 

227,340

 

1,312

 

134,765

 

495

 

Commercial business

 

22,077

 

96

 

38,206

 

82

 

Total commercial

 

249,417

 

1,408

 

172,971

 

577

 

Leasing and equipment finance:

 

 

 

 

 

 

 

 

 

Middle market

 

8,607

 

4

 

14,365

 

24

 

Small ticket

 

735

 

-

 

870

 

8

 

Other

 

590

 

-

 

186

 

-

 

Total leasing and equipment finance

 

9,932

 

4

 

15,421

 

32

 

Inventory finance

 

1,505

 

20

 

1,036

 

13

 

Other

 

5

 

-

 

-

 

-

 

Total impaired loans with an allowance recorded

 

708,855

 

5,496

 

546,028

 

3,842

 

Impaired loans without an allowance recorded:

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

First mortgage lien

 

53,704

 

378

 

38,064

 

237

 

Junior lien

 

3,429

 

41

 

1,713

 

21

 

Total consumer real estate

 

57,133

 

419

 

39,777

 

258

 

Total impaired loans

$

 

765,988

 

$

5,915

 

$

585,805

 

$

4,100

 

 

17



 

 

 

Six Months Ended

 

 

June 30, 2012

 

June 30, 2011

 

 

 

 

 

 

 

 

 

(In thousands)

 

Average Balance

 

Interest Income
Recognized

 

Average Balance

 

Interest Income
Recognized

Impaired loans with an allowance recorded:

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

First mortgage lien

$

 

409,281

 

$

7,101

 

$

328,137

 

$

5,988

 

Junior lien

 

34,996

 

681

 

22,801

 

457

 

Total consumer real estate

 

444,277

 

7,782

 

350,938

 

6,445

 

Commercial real estate

 

214,195

 

2,646

 

151,349

 

864

 

Commercial business

 

25,424

 

206

 

39,829

 

83

 

Total commercial

 

239,619

 

2,852

 

191,178

 

947

 

Leasing and equipment finance:

 

 

 

 

 

 

 

 

 

Middle market

 

8,814

 

9

 

13,683

 

57

 

Small ticket

 

604

 

-

 

579

 

9

 

Other

 

601

 

1

 

177

 

-

 

Total leasing and equipment finance

 

10,019

 

10

 

14,439

 

66

 

Inventory finance

 

1,362

 

33

 

845

 

42

 

Other

 

5

 

-

 

-

 

-

 

Total impaired loans with an allowance recorded

 

695,282

 

10,677

 

557,400

 

7,500

 

Impaired loans without an allowance recorded:

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

First mortgage lien

 

52,912

 

711

 

35,199

 

436

 

Junior lien

 

2,745

 

86

 

1,649

 

40

 

Total consumer real estate

 

55,657

 

797

 

36,848

 

476

 

Total impaired loans

$

 

750,939

 

$

11,474

 

$

594,248

 

$

7,976

 

 

(8) Deposits

 

Deposits are summarized as follows. 

 

 

 

At June 30, 2012

 

 

At December 31, 2011

 

 

 

Rate at

 

 

 

 

% of

 

 

Rate at

 

 

 

 

% of

 

(Dollars in thousands)

 

Quarter-end

 

 

Amount

 

Total

 

 

Year-end

 

 

Amount

 

Total

 

Checking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing

 

-

%

 

$

2,380,486

 

17.4

%

 

-

%

 

$

2,442,522

 

20.0

%

Interest bearing

 

.15

 

 

2,321,431

 

17.0

 

 

.16

 

 

2,187,227

 

18.0

 

Total checking

 

.07

 

 

4,701,917

 

34.4

 

 

.07

 

 

4,629,749

 

38.0

 

Savings

 

.33

 

 

6,227,133

 

45.4

 

 

.37

 

 

5,855,263

 

48.0

 

Money market

 

.40

 

 

880,545

 

6.4

 

 

.36

 

 

651,377

 

5.3

 

Total checking, savings and money market

 

.23

 

 

11,809,595

 

86.2

 

 

.25

 

 

11,136,389

 

91.3

 

Certificates of deposit

 

1.08

 

 

1,894,711

 

13.8

 

 

.75

 

 

1,065,615

 

8.7

 

Total deposits

 

.35

%

 

$

13,704,306

 

100.0

%

 

.29

%

 

$

12,202,004

 

100.0

%

 

18



 

Certificates of deposit had the following remaining maturities at June 30, 2012 and December 31, 2011.

 

(In thousands)

 

At June 30, 2012

 

At December 31, 2011

Maturity

 

$

100,000+

 

Other

 

Total

 

$

100,000+

 

Other

 

Total

0-3 months

 

$

194,833

 

$

165,040

 

$

359,873

 

$

213,611

 

$

146,035

 

$

359,646

 

4-6 months

 

151,939

 

195,755

 

347,694

 

67,993

 

155,394

 

223,387

 

7-12 months

 

280,319

 

307,072

 

587,391

 

89,169

 

246,880

 

336,049

 

13-24 months

 

200,946

 

192,556

 

393,502

 

35,175

 

93,481

 

128,656

 

Over 24 months

 

145,726

 

60,525

 

206,251

 

3,225

 

14,652

 

17,877

 

Total

 

$

973,763

 

$

920,948

 

$

1,894,711

 

$

409,173

 

$

656,442

 

$

1,065,615

 

 

On June 1, 2012, TCF Bank assumed approximately $778 million of deposits from Prudential Bank & Trust, FSB (“PB&T”). The deposits consist primarily of IRA accounts with certificates of deposit or checking accounts and IRA related brokerage sweep accounts gathered by PB&T through their relationship with Prudential Retirement. Deposit base intangibles of $3 million, and $35 thousand of related amortization, were recorded during the second quarter of 2012 in connection with this assumption of deposits.

 

(9) Goodwill and Other Intangible Assets

 

Goodwill and other intangible assets are summarized as follows.

 

 

 

At June 30, 2012

 

At December 31, 2011

 

 

Weighted-

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Amortization

 

 

 

 

 

 

 

Amortization

 

 

 

 

 

 

 

 

 

Period

 

Gross

 

Accumulated

 

Net

 

Period

 

Gross

 

Accumulated

 

Net

 

(Dollars in thousands)

 

(In Years)

 

Amount

 

Amortization

 

Amount

 

(In Years)

 

Amount

 

Amortization

 

Amount

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit base intangibles

 

10

 

$

3,049

 

$

35

 

$

3,014

 

-

 

$

-

 

$

-

 

$

-

 

Customer base intangibles

 

11

 

2,730

 

457

 

2,273

 

11

 

2,730

 

360

 

2,370

 

Non-compete agreement

 

5

 

4,590

 

573

 

4,017

 

5

 

4,590

 

113

 

4,477

 

Tradename

 

2

 

300

 

88

 

212

 

2

 

300

 

13

 

287

 

Total

 

8

 

$

10,669

 

$

1,153

 

$

9,516

 

7

 

$

7,620

 

$

486

 

$

7,134

 

Unamortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

 

$

225,640

 

 

 

$

225,640

 

 

 

$

225,640

 

 

 

$

225,640

 

 

TCF’s goodwill balance is related to its Lending segment. Total amortization expense related to intangible assets was $336 thousand and $667 thousand for the three and six months ended June 30, 2012, respectively.  Total amortization expense related to intangible assets was $43 thousand and $86 thousand for the three and six months ended June 30, 2011, respectively.

 

19



 

(10) Long-term Borrowings

 

The following table sets forth information about long-term borrowings.

 

 

 

 

 

At June 30, 2012

 

At December 31, 2011

 

 

 

 

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Stated

 

 

 

Average

 

 

 

Average

 

(Dollars in thousands)

 

Maturity

 

Amount

 

Rate

 

Amount

 

Rate

 

Federal Home Loan Bank advances and securities sold under repurchase agreements

 

2013

 

680,000

 

.74

 %

$

400,000

 

.97

%

 

 

2014

 

448,000

 

.44

 

-

 

-

 

 

 

2015

 

125,000

 

.46

 

900,000

 

4.18

 

 

 

2016

 

297,000

 

1.12

 

1,100,000

 

4.49

 

 

 

2017

 

-

 

-

 

1,250,000

 

4.60

 

 

 

2018

 

-

 

-

 

300,000

 

3.51

 

Subtotal

 

 

 

1,550,000

 

.70

 

3,950,000

 

4.02

 

Subordinated bank notes

 

2014

 

71,020

 

2.13

 

71,020

 

2.21

 

 

 

2015

 

50,000

 

2.06

 

50,000

 

2.14

 

 

 

2016

 

74,782

 

5.59

 

74,661

 

5.63

 

 

 

2022

 

109,000

 

6.37

 

-

 

-

 

Subtotal

 

 

 

304,802

 

4.48

 

195,681

 

3.49

 

Junior subordinated notes (trust preferred)

 

2068

 

114,807

 

12.95

 

114,236

 

12.83

 

Discounted lease rentals

 

2012

 

25,834

 

5.29

 

57,622

 

5.32

 

 

 

2013

 

34,357

 

5.26

 

36,009

 

5.28

 

 

 

2014

 

15,764

 

5.11

 

16,641

 

5.12

 

 

 

2015

 

5,668

 

5.04

 

5,662

 

5.04

 

 

 

2016

 

4,026

 

4.98

 

4,026

 

4.98

 

 

 

2017

 

1,787

 

4.98

 

1,787

 

4.98

 

Subtotal

 

 

 

87,436

 

5.21

 

121,747

 

5.25

 

Other long-term

 

2012

 

148

 

6.60

 

-

 

-

 

 

 

2013

 

3,062

 

2.46

 

-

 

-

 

 

 

2014

 

3,170

 

2.54

 

-

 

-

 

 

 

2015

 

3,282

 

2.63

 

-

 

-

 

 

 

2016

 

3,406

 

2.72

 

-

 

-

 

 

 

2017

 

3,540

 

2.81

 

-

 

-

 

 

 

2018

 

1,082

 

6.60

 

-

 

-

 

 

 

2019

 

1,188

 

6.60

 

-

 

-

 

Subtotal

 

 

 

18,878

 

3.15

 

-

 

-

 

Total long-term borrowings

 

 

 

2,075,923

 

2.15

 %

$

 4,381,664

 

4.26

%

 

During June 2012, TCF Bank issued $110 million of subordinated notes, at a price to investors of 99.086% of par, which will be due on June 8, 2022. The subordinated notes bear interest at a fixed rate of 6.25% until maturity. The notes qualify as Tier 2 or supplementary capital for regulatory purposes, subject to certain limitations. TCF Bank intends to use the proceeds for general corporate purposes.

 

In 2008, TCF Capital I, a statutory trust formed under the laws of the state of Delaware and wholly-owned finance subsidiary of TCF issued 10.75% trust preferred junior subordinated notes (the “Trust Preferred Securities”). During June 2012, TCF announced that it had submitted a redemption notice to the property trustee for full redemption of the $115 million of Trust Preferred Securities.  The determination to redeem the Trust Preferred Securities followed a notice of proposed rulemaking, approved for publication in the Federal Register by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) on June 7, 2012, which would phase out the Tier 1 capital treatment of the Trust Preferred Securities. TCF has determined that the Federal Reserve’s approval for publication of the notice of proposed rulemaking constituted a “capital treatment event” (as defined in the indenture governing the Trust Preferred Securities), which allows TCF to redeem the Trust Preferred Securities.  The Trust Preferred Securities will be redeemed on July 30, 2012 at the redemption price of $25 per Trust Preferred Security plus accumulated and unpaid distributions to the redemption date.

 

20



 

(11) Equity

 

Treasury stock and other consist of the following:

 

 

 

At

 

At

 

 

 

June 30,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

Treasury stock, at cost

 

$

1,102

 

$

1,102

 

Shares held in trust for deferred compensation plans, at cost

 

40,976

 

32,265

 

Total

 

$

42,078

 

$

33,367

 

 

On June 25, 2012, TCF completed the public offering of depositary shares, each representing a 1/1,000th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $.01 per share.  In connection with the offering, TCF issued 6,900,000 depositary shares, including 900,000 depositary shares issued pursuant to the full exercise of the underwriters’ over-allotment option, at a public offering price of $25 per depositary share.  Dividends will be payable on the Series A Preferred Stock when, as and if declared by TCF’s Board of Directors on a non-cumulative basis on March 1, June 1, September 1, and December 1 of each year, commencing on September 1, 2012, at a per annum rate of 7.5%. Net proceeds of the offering to TCF, after deducting underwriting discounts and commissions and estimated offering expenses of $5.8 million, were $166.7 million.

 

At June 30, 2012, TCF had 3,199,988 outstanding warrants to purchase common stock with a strike price of $16.93 per share. Upon completion of the U.S. Treasury’s secondary public offering of the warrants issued under the Capital Purchase Program (“CPP”) in December of 2009, the warrants became publicly traded on the New York Stock Exchange under the symbol “TCBWS.” As a result, TCF has no further obligations to the Federal Government in connection with the CPP.

 

TCF has 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® branded products with reliable, cost-effective sources of financing. TCF and Toro maintain ownership interests of 55% and 45%, respectively, in Red Iron. As TCF has a controlling financial interest in Red Iron, its financial results are consolidated in TCF’s financial statements. Toro’s interest is reported as a non-controlling interest within equity and qualifies as Tier 1 regulatory capital.

 

The following table sets forth TCF’s and TCF Bank’s regulatory Tier 1 leverage, Tier 1 risk-based and total risk-based capital levels, and applicable percentages of adjusted assets, together with the stated minimum and well-capitalized capital ratio requirements. Decreases since December 31, 2011 in TCF’s Tier 1 and total risk-based capital are the result of the balance sheet repositioning completed during March 2012.

 

21



 

 

 

 

 

 

 

Minimum

 

Well-Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual

 

 

 

Capital Requirement (1)

 

Capital Requirement (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

As of June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 leverage capital:(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF

 

$

1,508,176

 

8.64

%

$

697,908

 

4.00

%

N.A.

 

N.A.

 

TCF Bank

 

1,447,464

 

8.29

 

698,108

 

4.00

 

$

872,635

 

5.00

%

Tier 1 risk-based capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF

 

1,508,176

 

10.53

 

572,776

 

4.00

 

859,164

 

6.00

 

TCF Bank

 

1,447,464

 

10.11

 

572,578

 

4.00

 

858,868

 

6.00

 

Total risk-based capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF

 

1,877,714

 

13.11

 

1,145,553

 

8.00

 

1,431,941

 

10.00

 

TCF Bank

 

1,816,810

 

12.69

 

1,145,157

 

8.00

 

1,431,446

 

10.00

 

As of December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 leverage capital:(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF

 

$

1,706,926

 

9.15

%

$

745,887

 

4.00

%

N.A.

 

N.A.

 

TCF Bank

 

1,553,381

 

8.33

 

745,940

 

4.00

 

$

932,426

 

5.00

%

Tier 1 risk-based capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF

 

1,706,926

 

12.67

 

539,013

 

4.00

 

808,520

 

6.00

 

TCF Bank

 

1,553,381

 

11.53

 

538,829

 

4.00

 

808,243

 

6.00

 

Total risk-based capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF

 

1,994,875

 

14.80

 

1,078,026

 

8.00

 

1,347,533

 

10.00

 

TCF Bank

 

1,841,273

 

13.67

 

1,077,658

 

8.00

 

1,347,072

 

10.00

 

N.A. Not Applicable.

(1)             The minimum and well-capitalized requirements are determined by the Federal Reserve for TCF and by the Office of the Comptroller of the Currency for TCF Bank pursuant to the FDIC Improvement Act of 1991.

(2)             The minimum Tier 1 leverage ratio for bank holding companies and banks is 3.0 or 4.0 percent, depending on factors specified in regulations issued by federal banking agencies.

 

(12) Derivative Instruments

 

All derivative instruments are recognized within other assets or other liabilities at fair value within the Consolidated Statements of Financial Condition.  These contracts typically settle within 30 days with the exception of contracts associated with cash flow hedges, which have maturities as long as seven months, and a swap agreement, with no determinable maturity date.

 

Forward foreign exchange contracts are used to manage the foreign exchange risk associated with certain assets, liabilities and forecasted transactions.  Forward foreign exchange contracts represent agreements to exchange a foreign currency for U.S. dollars at an agreed-upon price and settlement date. Additionally, in conjunction with the sale of all of its Visa® Class B stock in June 2012, TCF and the purchaser entered into a derivative transaction whereby TCF will make, or receive, cash payments whenever the conversion ratio of the Visa Class B stock into Visa Class A stock is adjusted.  See Note 19, Sales of Other Securities for additional information.  The fair value of this derivative has been determined using estimated future cash flows using probability weighted scenarios for multiple estimates of Visa’s aggregate exposure to covered litigation matters, which include consideration of amounts funded by Visa into its escrow account for the covered litigation matters. See Note 22, Subsequent Events for additional information.

 

The value of derivative instruments will vary over their contractual term as the related underlying rates fluctuate. The accounting for changes in the fair value of a derivative instrument depends on whether or not the contract has been designated and qualifies as a hedge. To qualify as a hedge, a contract must be highly effective at reducing the risk associated with the exposure being hedged. In addition, for a contract to be designated as a hedge, the risk management objective and strategy must be documented at inception. Hedge documentation must also identify the hedging instrument, the asset or liability and type of risk to be hedged and how the effectiveness of the contract is assessed prospectively and retrospectively. To assess effectiveness, TCF uses statistical methods such as regression analysis. The extent to which a contract has been, and is expected to continue to be, effective at offsetting changes in cash flows or the net investment must be assessed and documented at least quarterly. If it is determined that a contract is not highly effective at hedging the

 

22



 

designated exposure, hedge accounting is discontinued.

 

Upon origination of a derivative instrument, the contract is designated either as a hedge of a forecasted transaction or the variability of cash flows to be paid related to a recognized asset or liability (“cash flow hedge”), or a hedge of the volatility of an investment in foreign operations driven by changes in foreign currency exchange rates (“net investment hedge”). To the extent that a hedge is effective, changes in fair value are recorded within accumulated other comprehensive income (loss), with any ineffectiveness recorded in non-interest expense. Amounts recorded within other comprehensive income (loss) are subsequently reclassified to non-interest expense upon completion of the related transaction. Changes in net investment hedges recorded within other comprehensive income (loss) are subsequently reclassified to non-interest expense during the period in which the foreign investment is substantially liquidated or when other elements of the currency translation adjustment are reclassified to income. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings immediately. Changes in the values of forward foreign exchange contracts that are not designated as hedges are reflected in non-interest expense. Changes in the value of swap agreements that are not designated as hedges are reflected in non-interest income.

 

Cash Flow Hedges Foreign exchange contracts, which include forward contracts, were used to manage the foreign exchange risk associated with certain minimum lease payment streams. At June 30, 2012 and December 31, 2011, TCF had $4 thousand and less than $1 thousand, respectively, of unrealized gains on derivatives classified as cash flow hedges recorded in other comprehensive income (loss). For the three months ended June 30, 2012, losses of less than $1 thousand were excluded from the assessment of TCF’s cash flow hedge effectiveness.  For the six months ended June 30, 2012, losses of $1 thousand were excluded from the assessment of TCF’s cash flow hedge effectiveness. The estimated amount to be reclassified from other comprehensive income (loss) into earnings during the next 12 months is a loss of $4 thousand.

 

Net Investment Hedges Foreign exchange contracts, which include forward contracts and currency options, are used to manage the foreign exchange risk associated with the Company’s net investment in TCF Commercial Finance Canada, Inc., a wholly-owned Canadian subsidiary of TCF Bank, along with certain assets, liabilities and forecasted transactions of that subsidiary. The gross amount of related gains or losses included in the cumulative translation adjustment within other comprehensive income (loss) for the three and six months ended June 30, 2012, were gains of $264 thousand and losses of $132 thousand, respectively. The gross amount of related gains or losses included in the cumulative translation adjustment within other comprehensive income (loss) for the three and six months ended June 30, 2011, were losses of $150 thousand and $576 thousand, respectively.

 

23



 

The following tables summarize the derivative instruments as of June 30, 2012 and December 31, 2011.  See Note 13, Fair Value Measurement for additional information.

 

 

 

 

 

 

At June 30, 2012

 

 

 

 

 

 

Receivables

 

 

Payables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Notional
Amount

 

Designated
as Hedges

 

Not
Designated
as Hedges

 

Total

 

Designated
as Hedges

 

Not
Designated
as Hedges

 

Total

 

Forward foreign exchange contracts

 

$

336,860 

 

$

 

$

10 

 

$

10 

 

$

258 

 

$

3,541 

 

$

3,799 

 

Swap agreement

 

14,550 

 

 

 

 

 

1,434 

 

1,434 

 

Netting adjustments(1)

 

 

 

 

 

 

 

(10)

 

 

 

 

 

(2,054)

 

Net receivable / payable

 

 

 

 

 

 

 

$

 

 

 

 

 

$

3,179 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2011

 

 

 

 

 

 

Receivables

 

 

Payables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Notional
Amount

 

Designated
as Hedges

 

Not
Designated
as Hedges

 

Total

 

Designated
as Hedges

 

Not
Designated
as Hedges

 

Total

 

Forward foreign exchange contracts

 

$

176,979 

 

$

 

$

396 

 

$

396 

 

$

 

$

662 

 

$

665 

 

Netting adjustments(1)

 

 

 

 

 

 

 

(396)

 

 

 

 

 

(381)

 

Net receivable / payable

 

 

 

 

 

 

 

$

 

 

 

 

 

$

284 

 

(1) Derivative receivables and payables, and the related cash collateral received and paid, are netted when a legally enforceable master netting agreement exists between TCF and a counterparty.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(In thousands)

 

2012

 

2011

 

2012

 

2011

 

Consolidated Statements of Comprehensive Income:

 

 

 

 

 

 

 

 

 

Foreign exchange (losses) gains

 

$

(6,672

)

$

1,070

 

$

(3,551

)

$

5,168

 

Forward foreign exchange contract gains (losses):

 

 

 

 

 

 

 

 

 

Cash flow hedge

 

-

 

(11

)

(1

)

(13

)

Not designated as hedges

 

5,920

 

(1,406

)

2,289

 

(5,690

)

Total forward foreign exchange contract losses

 

5,920

 

(1,417

)

2,288

 

(5,703

)

Net realized loss

 

$

(752

)

$

(347

)

$

(1,263

)

$

(535

)

Consolidated Statements of Financial Condition:

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

$

(324

)

$

120

 

$

61

 

$

534

 

Net investment hedge

 

264

 

(150

)

(132

)

(576

)

Cash flow hedge

 

4

 

57

 

(4

)

(24

)

Net unrealized (loss) gain

 

$

(56

)

$

27

 

$

(75

)

$

(66

)

 

TCF executes all of its foreign exchange contracts in the over-the-counter market with large, international financial institutions pursuant to International Swaps and Derivatives Association, Inc. (“ISDA”) master agreements.  These agreements include credit risk-related features that enhance the creditworthiness of these instruments as compared with other obligations of the respective counterparty with whom TCF has transacted by requiring that additional collateral be posted under certain circumstances.  No such collateral was posted at June 30, 2012. The amount of collateral required depends on the contract and is determined daily based on market and currency exchange rate conditions. At June 30, 2012, TCF had received $410 thousand and posted $610 thousand of cash collateral related to its forward foreign exchange contracts and posted $1.5 million of cash collateral related to its swap agreement, of which $21 thousand was not utilized to offset derivative liability positions because the liability position was over-collateralized. At December 31, 2011, TCF had received $150 thousand of cash collateral and had posted $135 thousand of cash collateral.

 

24



 

(13) Fair Value Measurement

 

Fair values represent the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions.

 

The following tables present the balances of assets and liabilities measured at fair value on a recurring and non-recurring basis.

 

 

 

Fair Value Measurements at June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Readily
Available
Market Prices
(1)

 

Observable
Market
Prices
(2)

 

Company
Determined
Market Prices
(3)

 

Total at
Fair Value

 

Recurring Fair Value Measurements:

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

U.S. Government sponsored enterprises and federal agencies

 

$

-

 

$

754,893

 

$

-

 

$

754,893 

 

Other

 

-

 

-

 

140

 

140 

 

Other securities

 

2,100

 

-

 

100

 

2,200 

 

Forward foreign currency contracts

 

-

 

10

 

-

 

10 

 

Assets held in trust for deferred compensation plans(4)

 

10,743

 

-

 

-

 

10,743 

 

Total assets

 

$

12,843

 

$

754,903

 

$

240

 

$

767,986 

 

Forward foreign currency contracts

 

$

-

 

$

3,799

 

$

-

 

$

3,799 

 

Swap agreement

 

-

 

-

 

1,434

 

1,434 

 

Total liabilities

 

$

-

 

$

3,799

 

$

1,434

 

$

5,233 

 

Nonrecurring Fair Value Measurements:

 

 

 

 

 

 

 

 

 

Loans:(5):

 

 

 

 

 

 

 

 

 

Commercial

 

$

-

 

$

-

 

$

31,898

 

$

31,898 

 

Real estate owned:(6):

 

 

 

 

 

 

 

 

 

Consumer

 

-

 

-

 

64,053

 

64,053 

 

Commercial

 

-

 

-

 

33,907

 

33,907 

 

Repossessed and returned assets(6)

 

-

 

2,853

 

384

 

3,237 

 

Investments(7)

 

-

 

-

 

3,364

 

3,364 

 

Total non-recurring fair value measurements

 

$

-

 

$

2,853

 

$

133,606

 

$

136,459 

 

(1) Considered Level 1 under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”).

(2) Considered Level 2 under ASC 820.

(3) Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.

(4) A corresponding liability is recorded in other liabilities for TCF’s obligation to the participants in these plans.

(5) Represents the carrying value of loans for which impairment reserves are determined based on the appraisal value of the collateral.

(6) Amounts do not include assets held at cost at June 30, 2012.

(7) Represents the carrying value of other investments which were recorded at fair value determined by using quoted prices, when available, and incorporating results of internal pricing techniques and observable market information.

 

25



 

 

 

Fair Value Measurements at December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Readily
Available
Market Prices
(1)

 

Observable
Market
Prices
(2)

 

Company
Determined
Market Prices
(3)

 

Total at
Fair Value

 

Recurring Fair Value Measurements:

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

U.S. Government sponsored enterprises and federal agencies

 

$

-

 

$

2,322,336

 

$

-

 

$

2,322,336 

 

Other

 

-

 

-

 

152

 

152 

 

Other securities

 

252

 

-

 

1,298

 

1,550 

 

Forward foreign currency contracts

 

-

 

396

 

-

 

396 

 

Assets held in trust for deferred compensation plans(4)

 

9,833

 

-

 

-

 

9,833 

 

Total assets

 

$

10,085

 

$

2,322,732

 

$

1,450

 

$

2,334,267 

 

Forward foreign currency contracts

 

$

-

 

$

665

 

$

-

 

$

665 

 

Total liabilities

 

$

-

 

$

665

 

$

-

 

$

665 

 

Nonrecurring Fair Value Measurements:

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

Commercial(5)

 

$

-

 

$

-

 

$

29,003

 

$

29,003 

 

Real estate owned:(6)

 

 

 

 

 

 

 

 

 

Consumer

 

-

 

-

 

77,126

 

77,126 

 

Commercial

 

-

 

-

 

45,137

 

45,137 

 

Repossessed and returned assets(6)

 

-

 

3,889

 

270

 

4,159 

 

Investments(7)

 

-

 

-

 

4,244

 

4,244 

 

Total non-recurring fair value measurements

 

$

-

 

$

3,889

 

$

155,780

 

$

159,669 

 

(1) Considered Level 1 under ASC 820.

(2) Considered Level 2 under ASC 820.

(3) Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.

(4) A corresponding liability is recorded in other liabilities for TCF’s obligation to the participants in these plans.

(5) Represents the carrying value of loans for which impairment reserves are determined based on the appraisal value of the collateral.

(6) Amounts do not include assets held at cost at December 31, 2011.

(7) Represents the carrying value of other investments which were recorded at fair value determined by using quoted prices, when available, and incorporating results of internal pricing techniques and observable market information.

 

The change in total assets carried at fair value using Company Determined Market Prices, from $1.5 million at December 31, 2011 to $240 thousand at June 30, 2012, was the result of decreases in fair value of $100 thousand recorded within other comprehensive income (loss), reductions due to principal paydowns of $12 thousand, and transfers to securities measured at fair value using Readily Available Market Prices from securities measured using Company Determined Market Prices of $1.1 million.  The transfer was recognized as of the date of TCF’s adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The change in total liabilities measured at fair value using Company Determined Market Prices from December 31, 2011 to $1.4 million at June 30, 2012, was due to the fair value measurement of a swap agreement entered into during the second quarter of 2012.

 

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis.

 

Securities Available for Sale Securities available for sale consist primarily of U.S. Government sponsored enterprise and federal agency securities. The fair value of U.S. Government sponsored enterprise securities is recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets, and are classified as Level 2 assets.  Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and comparisons to current market trading activity, but did not adjust these prices.

 

Other securities, for which there is little or no market activity, are categorized as Level 3 assets.  Other securities classified as Level 3 assets include foreign debt securities and previously included equity investments in other thinly traded financial institutions. The fair value of these assets is determined by using quoted prices, when available, and incorporating results of internal pricing techniques and observable market information, which is adjusted for security

 

26



 

specific information, such as financial statement strength, earnings history, disclosed fair value measurements, recorded impairments and key financial ratios, to determine fair value. Other securities, for which there are active markets and routine trading volume, are categorized as Level 1 assets.

 

Forward Foreign Exchange Contracts TCF’s forward foreign exchange contracts are executed in over-the-counter markets and are valued using a cash flow model that includes key inputs such as foreign exchange rates and, in accordance with GAAP, an assessment of the risk of counterparty non-performance.  The risk of counterparty non-performance is based on external assessments of credit risk.  The majority of these contracts are based on observable transactions, but not quoted markets, and are classified as Level 2 assets and liabilities. As permitted under GAAP, TCF has elected to net derivative receivables and derivative payables and the related cash collateral received and paid, when a legally enforceable master netting agreement exists. For purposes of the previous tables, the derivative receivable and payable balances are presented gross of this netting adjustment.

 

Swap Agreement TCF’s swap agreement relates to the sale of TCF’s Visa Class B stock, and is classified as a Level 3 liability.  See Note 19, Sales of other Securities for additional information.  The value of the swap agreement is based upon TCF’s estimated exposure related to the Visa covered litigation through a probability analysis of the funding and estimated settlement amounts.  As permitted under GAAP, TCF has elected to net derivative receivables and derivative payables and the related cash collateral received and paid, when a legally enforceable master netting agreement exists. For purposes of the previous tables, any derivative receivable and payable balances are presented gross of this netting adjustment.

 

Assets Held in Trust for Deferred Compensation Assets held in trust for deferred compensation plans include investments in publicly traded stocks, excluding TCF common stock reported in treasury and other equity, and U.S. Treasury notes.  The fair value of these assets is based upon prices obtained from independent asset pricing services based on active markets.

 

The following is a description of valuation methodologies used for assets measured on a non-recurring basis.

 

Loans Impaired loans for which repayment of the loan is expected to be provided solely by the value of the underlying collateral are considered collateral dependent and are valued based on the fair value of such collateral, less estimated selling costs.  Selling costs are generally calculated as 5% to 10% of the fair value of the underlying collateral.

 

Real Estate Owned and Repossessed and Returned Assets  The fair value of real estate owned is based on independent full appraisals, real estate broker’s price opinions, or automated valuation methods, less estimated selling costs.  Selling costs are generally calculated as 5% to 10% of the fair value of the underlying collateral.  Certain properties require assumptions that are not observable in an active market in the determination of fair value.  The fair value of repossessed and returned assets is based on available pricing guides, auction results or price opinions, less estimated selling costs.  Assets acquired through foreclosure, repossession or returned to TCF are initially recorded at the lower of the loan or lease carrying amount or fair value less estimated selling costs at the time of transfer to real estate owned or repossessed and returned assets.  Real estate owned and repossessed and returned assets were written down $6.3 million and included in foreclosed real estate and repossessed assets, net expense, for the six months ended June 30, 2012.

 

27



 

(14) Fair Value of Financial Instruments

 

TCF is required to disclose the estimated fair value of financial instruments, both assets and liabilities on and off the balance sheet, for which it is practicable to estimate fair value.  These fair value estimates were made at June 30, 2012 and December 31, 2011, based on relevant market information and information about the financial instruments.  Fair value estimates are intended to represent the price at which an orderly transaction to sell an asset or transfer liability would take place between market participants at the measurement date under current market conditions.  However, given there is no active market or observable market transactions for many of TCF’s financial instruments, the Company has made estimates of fair values which are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimated values.

 

The carrying amounts and estimated fair values of the Company’s financial instruments are set forth in the following table.  This information represents only a portion of TCF’s balance sheet, and not the estimated value of the Company as a whole.  Non-financial instruments such as the value of TCF’s branches and core deposits, leasing operations and the future revenues from TCF’s customers are not reflected in this disclosure.  Therefore, this information is of limited use in assessing the value of TCF.

 

 

 

Level in

 

 

At June 30,

 

At December 31,

 

 

 

Fair Value

 

 

2012

 

2011

 

 

 

Measurement

 

 

Carrying

 

Estimated

 

Carrying

 

Estimated

 

(In thousands)

 

Hierarchy

 

 

Amount

 

Fair Value

 

Amount

 

Fair Value

 

Financial instrument assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

Level 1

 

$

865,257

 

$

865,257

 

$

1,389,704

 

$

1,389,704

 

Investments

 

Level 2

 

114,350

 

114,350

 

150,797

 

150,797

 

Investments

 

Level 3

 

6,464

 

6,464

 

6,983

 

6,983

 

Securities available for sale

 

Level 1

 

2,100

 

2,100

 

252

 

252

 

Securities available for sale

 

Level 2

 

754,893

 

754,893

 

2,322,336

 

2,322,336

 

Securities available for sale

 

Level 3

 

240

 

240

 

1,450

 

1,450

 

Loans and leases held for sale

 

Level 3

 

9,664

 

9,913

 

14,321

 

14,524

 

Interest-only strips

 

Level 3

 

30,679

 

30,679

 

22,436

 

22,436

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate

 

Level 3

 

6,811,784

 

6,544,004

 

6,895,291

 

6,549,277

 

Commercial real estate

 

Level 3

 

3,250,497

 

3,204,552

 

3,198,698

 

3,154,724

 

Commercial business

 

Level 3

 

272,573

 

265,158

 

250,794

 

242,331

 

Equipment finance loans

 

Level 3

 

1,186,762

 

1,194,809

 

1,110,803

 

1,118,271

 

Inventory finance loans

 

Level 3

 

1,457,263

 

1,446,318

 

624,700

 

623,651

 

Auto finance

 

Level 3

 

262,188

 

268,056

 

3,628

 

3,628

 

Other

 

Level 3

 

29,094

 

25,326

 

34,885

 

30,665

 

Total financial instrument assets

 

 

 

$

15,053,808

 

$

14,732,119

 

$

16,027,078

 

$

15,631,029

 

Financial instrument liabilities:

 

 

 

 

 

 

 

 

 

 

 

Checking, savings and money market deposits

 

Level 1

 

$

11,809,595

 

$

11,809,595

 

$

11,136,389

 

$

11,136,389

 

Certificates of deposit

 

Level 2

 

1,894,711

 

1,910,637

 

1,065,615

 

1,068,793

 

Short-term borrowings

 

Level 1

 

7,487

 

7,487

 

6,416

 

6,416

 

Long-term borrowings

 

Level 2

 

2,075,923

 

2,084,925

 

4,381,664

 

4,913,637

 

Forward foreign exchange contracts

 

Level 2

 

3,179

 

3,179

 

284

 

284

 

Total financial instrument liabilities

 

 

 

$

15,790,895

 

$

15,815,823

 

$

16,590,368

 

$

17,125,519

 

Financial instruments with off-balance sheet risk: (1)

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit (2)

 

Level 2

 

$

30,195

 

$

30,195

 

$

31,210

 

$

31,210

 

Standby letters of credit (3)

 

Level 2

 

(94

)

(94

)

(71

)

(71

)

Total financial instruments with off-balance sheet risk

 

 

 

$

30,101

 

$

30,101

 

$

31,139

 

$

31,139

 

(1)  Positive amounts represent assets, negative amounts represent liabilities.

(2)  Carrying amounts are included in other assets.

(3)  Carrying amounts are included in accrued expenses and other liabilities.

 

28



 

The carrying amounts of cash and due from banks and accrued interest payable and receivable approximate their fair values due to the short period of time until their expected realization.  Securities available for sale, forward foreign exchange contracts and assets held in trust for deferred compensation plans are carried at fair value see Note 13, Fair Value Measurement.  Certain financial instruments, including lease financings, discounted lease rentals and all non-financial instruments are excluded from fair value of financial instrument disclosure requirements.  The following methods and assumptions are used by TCF in estimating fair value for its remaining financial instruments, all of which are issued or held for purposes other than trading.

 

Investments The carrying value of investments in FHLB stock and Federal Reserve stock approximates fair value.  The fair value of other investments is estimated based on discounted cash flows using current market rates and consideration of credit exposure.

 

Loans and Leases Held for Sale Auto loans and equipment finance leases held for sale are carried at the lower of cost or fair value. The cost of auto loans held for sale includes the unpaid principal balance, net of deferred loan fees and costs and dealer participation premiums. Estimated fair values are based upon recent loan sale transactions and any available price quotes on loans with similar coupons, maturities and credit quality.

 

Interest-Only Strips The fair value of the interest-only strips represents the present value of future cash flows to be generated by the loans, in excess of the interest paid to investors and servicing revenue received on the loans, and is included in other assets in the Consolidated Statements of Financial Condition. This excess interest represents future proceeds and is calculated as the contractual loan rate less the fixed rate that will be paid to the investor as specified in the loan sale agreements. TCF uses available market data, along with its own empirical data and discounted cash flow models, to arrive at the estimated fair value of its interest-only strips. The present value of the estimated expected future cash flows to be received is determined by using discount, loss and prepayment rates that the Company believes are commensurate with the risks associated with the cash flows. These assumptions are inherently subject to volatility and uncertainty. As a result, the estimated fair value of the interest-only strips may fluctuate from period to period, and such fluctuations could be significant.

 

Loans The fair value of loans is estimated based on discounted expected cash flows or the underlying value of the collateral.  Expected discounted cash flows include assumptions for prepayment estimates over the loans’ remaining life, consideration of the current interest rate environment compared to the weighted average rate of each portfolio, a credit risk component based on the historical and expected performance of each portfolio and a liquidity adjustment related to the current market environment.

 

Forward Foreign Exchange Contracts Forward foreign exchange contract assets and liabilities are carried at fair value, which is net of the related cash collateral received and paid when a legally enforceable master netting agreement exists between TCF and the counterparty.

 

Swap Agreement Swap agreement assets and liabilities are carried at fair value, which is net of the related cash collateral received and paid when a legally enforceable master netting agreement exists between TCF and the counterparty.

 

Deposits The fair value of checking, savings and money market deposits is deemed equal to the amount payable on demand.  The fair value of certificates of deposit is estimated based on discounted cash flows using currently offered market rates.  The intangible value of long-term relationships with depositors is not taken into account in the fair values disclosed.

 

Borrowings The carrying amounts of short-term borrowings approximate their fair values.  The fair values of TCF’s long-term borrowings are estimated based on observable market prices and discounted cash flows using interest rates for borrowings of similar remaining maturities and characteristics.

 

Financial Instruments with Off-Balance Sheet Risk The fair values of TCF’s commitments to extend credit and standby letters of credit are estimated using fees currently charged to enter into similar agreements as commitments and standby letters of credit similar to TCF’s are not actively traded.  Substantially all commitments to extend credit and standby letters of credit have floating rates and do not expose TCF to interest rate risk; therefore fair value is approximately equal to carrying value.

 

29



 

(15) Stock Compensation

 

The following table reflects TCF’s restricted stock and stock option transactions under the TCF Financial Incentive Stock Program during the six months ended June 30, 2012.

 

 

 

Restricted Stock

 

Stock Options

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

Weighted-Average

 

 

 

Shares

 

 

Grant Date Fair Value

 

Shares

 

 

Price Range

 

Exercise Price

 

Outstanding at December 31, 2011

 

2,284,114

 

 

 

$

12.95

 

2,198,744

 

 

$  12.85  - $  15.75

 

 

$

14.43

 

Granted

 

1,602,200

 

 

 

9.19

 

-

 

 

-

 

 

-

 

Forfeited

 

(31,432

)

 

 

13.40

 

(42,640

)

 

$  15.75

 

 

15.75

 

Vested

 

(454,873

)

 

 

11.82

 

-

 

 

-

 

 

-

 

Outstanding at June 30, 2012

 

3,400,009

 

 

 

$

11.32

 

2,156,104

 

 

$  12.85  - $  15.75

 

 

$

14.40

 

Exercisable at June 30, 2012

 

N.A.

 

 

 

N.A.

 

2,156,104

 

 

 

 

 

$

14.40

 

N.A. Not applicable

 

Unrecognized stock compensation for restricted stock was $24.8 million with a weighted-average remaining amortization period of 2.4 years at June 30, 2012.  As of June 30, 2012, the weighted average remaining contractual life of stock options outstanding was 5.2 years.

 

At June 30, 2012, there were 1,257,751 shares of performance-based restricted stock that will vest only if certain return on assets goals, return on equity goals, and service conditions are achieved.  Failure to achieve the goals and service conditions will result in all or a portion of the shares being forfeited.

 

(16) Employee Benefit Plans

 

The following tables set forth the net periodic benefit cost (income) included in compensation and employee benefits expense for TCF’s Pension Plan and Postretirement Plan for the three and six months ended June 30, 2012 and 2011.

 

 

 

Pension Plan

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(In thousands)

 

   2012

 

   2011

 

      2012

 

2011

 

Interest cost

$

 

441

 

$

556

 

$

881

 

$

1,112

 

Return on plan assets

 

(206

)

(678

)

(412

)

(1,356

)

Net periodic benefit cost (income)

$

 

235

 

$

(122

)

$

469

 

$

(244

)

 

 

 

Postretirement Plan

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(In thousands)

 

   2012

 

   2011

 

   2012

 

2011

 

Interest cost

$

 

73

 

$

107

 

$

146

 

$

215

 

Service cost

 

-

 

1

 

-

 

1

 

Amortization of transition obligation

 

-

 

1

 

-

 

2

 

Amortization of prior service cost

 

(7

)

-

 

(14

)

-

 

Net periodic benefit cost

$

 

66

 

$

109

 

$

132

 

$

218

 

 

TCF made no cash contributions to the Pension Plan in either of the six months ended June 30, 2012 or 2011.  During the second quarter and first six months of 2012, TCF paid $121 thousand and $276 thousand, respectively, for benefits of the Postretirement Plan, compared with $150 thousand and $268 thousand, respectively, for the same periods in 2011.

 

During the fourth quarter of 2011, TCF retrospectively changed its method of accounting for pension and other postretirement benefits.  TCF’s policy for actuarial gains and losses is now to immediately recognize them in its operating results in the year in which the gains and losses occur.  Additionally, for purposes of calculating the expected return on plan assets, TCF no longer uses an averaging technique for the market-related value of plan assets, but instead uses the

 

30



 

actual fair value of plan assets adjusted annually as of December 31.  As such, actual results could differ from estimates recorded by TCF during interim periods.

 

(17) Business Segments

 

Lending, Funding and Support Services and Other have been identified as reportable operating segments. Lending includes retail lending, commercial banking, leasing and equipment finance, inventory finance and auto finance. Funding includes branch banking and treasury services. Support Services and Other includes holding company and corporate functions that provide data processing, bank operations and other professional services to the operating segments. In 2012, TCF changed the management structure and therefore its segments. Prior periods have been restated to reflect the current structure.

 

TCF evaluates performance and allocates resources based on each segment’s net income. The business segments follow generally accepted accounting principles as described in the Summary of Significant Accounting Policies in the most recent Annual Report on Form 10-K. TCF generally accounts for inter-segment sales and transfers at cost.

 

The following tables set forth certain information of each of TCF’s reportable segments, including a reconciliation of TCF’s consolidated totals.

 

 

 

 

 

 

 

 

Support

 

Eliminations

 

 

 

(In thousands)

 

 

Lending

 

 

Funding

 

 

Services

 

and Other(1)

 

Consolidated

 

For the Three Months Ended June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

210,532

 

$

7,683

 

$

-

 

$

-

 

$

218,215 

 

Non-interest income

 

33,357

 

66,271

 

13,255

 

-

 

112,883 

 

Total

 

$

243,889

 

$

73,954

 

$

13,255

 

$

-

 

$

331,098 

 

Net interest income

 

$

128,832

 

$

70,027

 

$

(5)

 

$

(630)

 

$

198,224 

 

Provision for credit losses

 

53,745

 

361

 

-

 

-

 

54,106 

 

Non-interest income

 

33,357

 

66,280

 

50,478

 

(37,232)

 

112,883 

 

Non-interest expense

 

92,698

 

108,377

 

39,146

 

(37,232)

 

202,989 

 

Income tax expense

 

5,606

 

13,256

 

2,310

 

(630)

 

20,542 

 

Income after income tax expense

 

10,140

 

14,313

 

9,017

 

-

 

33,470 

 

Income attributable to non-controlling interest

 

1,939

 

-

 

-

 

-

 

1,939 

 

Net income attributable to common stockholders

 

$

8,201

 

$

14,313

 

$

9,017

 

$

-

 

$

31,531 

 

Total assets

 

$

15,498,135

 

$

6,586,483

 

$

153,735

 

$

(4,367,756)

 

$

17,870,597 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

213,917

 

$

22,381

 

$

-

 

$

-

 

$

236,298 

 

Non-interest income

 

24,351

 

89,953

 

(162)

 

-

 

114,142 

 

Total

 

$

238,268

 

$

112,334

 

$

(162)

 

$

-

 

$

350,440 

 

Net interest income

 

$

118,569

 

$

58,083

 

$

16

 

$

(518)

 

$

176,150 

 

Provision for credit losses

 

43,427

 

578

 

-

 

-

 

44,005 

 

Non-interest income

 

24,351

 

94,252

 

34,156

 

(38,617)

 

114,142 

 

Non-interest expense

 

79,525

 

117,270

 

37,829

 

(39,533)

 

195,091 

 

Income tax expense (benefit)

 

6,877

 

13,688

 

(1,290)

 

(189)

 

19,086 

 

Income (loss) after income tax expense

 

13,091

 

20,799

 

(2,367)

 

587

 

32,110 

 

Income attributable to non-controlling interest

 

1,686

 

-

 

-

 

-

 

1,686 

 

Net income (loss) attributable to common stockholders

 

$

11,405

 

$

20,799

 

$

(2,367)

 

$

587

 

$

30,424 

 

Total assets

 

$

14,818,791

 

$

7,222,212

 

$

165,088

 

$

(3,371,675)

 

$

18,834,416 

 

(1)            Includes the portion of pension and other postretirement benefits (expense) attributable to the determination of actuarial gains and losses.

 

31



 

 

 

 

 

 

 

Support

 

Eliminations

 

 

 

(In thousands)

 

Lending

 

Funding

 

Services

 

and Other(1)

 

Consolidated

 

For the Six Months Ended June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

417,091

 

$

28,653

 

$

-

 

$

-

 

$

445,744

 

Non-interest income

 

62,417

 

202,492

 

13,319

 

-

 

278,228

 

Total

 

$

479,508

 

$

231,145

 

$

13,319

 

$

-

 

$

723,972

 

Net interest income

 

$

251,787

 

$

127,871

 

$

5

 

$

(1,266)

 

$

378,397

 

Provision for credit losses

 

102,687

 

(39)

 

-

 

-

 

102,648

 

Non-interest income

 

62,417

 

202,513

 

87,807

 

(74,509)

 

278,228

 

Non-interest expense

 

177,731

 

772,389

 

76,086

 

(74,509)

 

951,697

 

Income tax expense (benefit)

 

11,940

 

(161,269)

 

893

 

(1,266)

 

(149,702)

 

Income (loss) after income tax expense

 

21,846

 

(280,697)

 

10,833

 

-

 

(248,018)

 

Income attributable to non-controlling interest

 

3,345

 

-

 

-

 

-

 

3,345

 

Net income (loss) attributable to common stockholders

 

$

18,501

 

$

(280,697)

 

$

10,833

 

$

-

 

$

(251,363)

 

Total assets

 

$

15,498,135

 

$

6,586,483

 

$

153,735

 

$

(4,367,756)

 

$

17,870,597

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Revenues from external customers:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

428,678

 

$

43,523

 

$

-

 

$

-

 

$

472,201

 

Non-interest income

 

53,251

 

175,243

 

(106)

 

-

 

228,388

 

Total

 

$

481,929

 

$

218,766

 

$

(106)

 

$

-

 

$

700,589

 

Net interest income

 

$

234,538

 

$

116,610

 

$

30

 

$

(988)

 

$

350,190

 

Provision for credit losses

 

89,165

 

114

 

-

 

-

 

89,279

 

Non-interest income

 

53,251

 

184,035

 

68,221

 

(77,119)

 

228,388

 

Non-interest expense

 

158,987

 

236,887

 

71,146

 

(78,950)

 

388,070

 

Income tax expense (benefit)

 

13,956

 

25,188

 

(956)

 

(330)

 

37,858

 

Income (loss) after income tax expense

 

25,681

 

38,456

 

(1,939)

 

1,173

 

63,371

 

Income attributable to non-controlling interest

 

2,675

 

-

 

-

 

-

 

2,675

 

Net income (loss) attributable to common stockholders

 

$

23,006

 

$

38,456

 

$

(1,939)

 

$

1,173

 

$

60,696

 

Total assets

 

$

14,818,791

 

$

7,222,212

 

$

165,088

 

$

(3,371,675)

 

$

18,834,416

 

(1)            Includes the portion of pension and other postretirement benefits (expense) attributable to the determination of actuarial gains and losses.

 

32



 

(18)   Earnings Per Common Share

 

The computation of basic and diluted earnings (loss) per common share is presented in the following table.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(Dollars in thousands, except per-share data)

 

2012

 

2011

 

 

2012

 

2011

 

Basic Earnings (Loss) Per Common Share

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

$

 

31,531

 

$

30,424

 

$

(251,363

)

$

60,696

 

Earnings allocated to participating securities

 

62

 

89

 

33

 

198

 

Earnings (loss) allocated to common stock

$

 

31,469

 

$

30,335

 

$

(251,396

)

$

60,498

 

Weighted-average shares outstanding

 

162,167,183

 

158,885,491

 

161,696,496

 

152,299,889

 

Restricted stock

 

(3,054,531

)

(1,821,178

)

(2,886,959

)

(1,535,337)

 

Weighted-average common shares outstanding for basic earnings per common share

 

159,112,652

 

157,064,313

 

158,809,537

 

150,764,552

 

Basic earnings (loss) per share

$

 

.20

 

$

.19

 

$

(1.58

)

$

.40

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings (Loss) Per Common Share

 

 

 

 

 

 

 

 

 

Earnings (loss) allocated to common stock

$

 

31,469

 

$

30,334

 

$

(251,396

)

$

60,498

 

Weighted-average common shares outstanding used in basic earnings per common share calculation

 

159,112,652

 

157,064,313

 

158,809,537

 

150,764,552

 

Net dilutive effect of:

 

 

 

 

 

 

 

 

 

Non-participating restricted stock

 

397,035

 

202,785

 

-

 

150,923

 

Stock options

 

29,632

 

195,659

 

-

 

220,614

 

Weighted-average common shares outstanding for diluted earnings per common share

 

159,539,319

 

157,462,757

 

158,809,537

 

151,136,089

 

Diluted earnings (loss) per share

$

 

.20

 

$

.19

 

$

(1.58

)

$

.40

 

 

All shares of restricted stock are deducted from weighted-average shares outstanding for the computation of basic earnings per common share.  Shares of performance-based restricted stock are included in the calculation of diluted earnings per common share, using the treasury stock method, at the beginning of the quarter in which the performance goals have been achieved.  All other shares of restricted stock, which vest over specified time periods, stock options, and warrants are included in the calculation of diluted earnings per common share, using the treasury stock method.

 

For the three months ended June 30, 2012, 2 million shares related to non-participating restricted stock and stock options and 3.2 million warrants were outstanding and not included in the computation of diluted earnings per common share because these shares were anti-dilutive. For the three months ended June 30, 2011, 634 thousand shares related to non-participating restricted stock and 3.2 million warrants were outstanding and not included in the computation of diluted earnings per common share because these shares were anti-dilutive.

 

For the six months ended June 30, 2011, 626 thousand shares related to non-participating restricted stock and stock options and 3.2 million warrants were outstanding and not included in the computation of diluted earnings per common share because these shares were anti-dilutive.

 

(19) Sales of Other Securities

 

During the second quarter of 2012, TCF sold its Visa Class B stock, resulting in a net $13.1 million pretax gain recorded in non-interest income within the Consolidated Statements of Comprehensive Income and within Support Services for purposes of business segment reporting.  In conjunction with the sale, TCF and the purchaser entered into a derivative transaction whereby TCF will make, or receive, cash payments whenever the conversion ratio of Visa Class B stock into Visa Class A stock is adjusted.  See Note 12, Derivative Instruments for additional information.

 

33



 

(20)  Other Expense

 

Other expense consists of the following.

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,

 

 

June 30,

 

(In thousands)

 

 

2012

 

2011

 

 

2012

 

2011

 

Card processing and issuance cost

 

$

3,700

 

$

4,635

 

$

7,774

 

$

9,098

 

Outside processing

 

3,274

 

2,988

 

6,222

 

6,022

 

Professional fees

 

2,909

 

3,036

 

5,793

 

6,719

 

Telecommunications

 

2,665

 

3,067

 

6,183

 

6,009

 

Postage and courier

 

2,639

 

2,597

 

5,404

 

5,082

 

Deposit account losses

 

2,000

 

2,083

 

4,185

 

4,154

 

Office supplies

 

1,779

 

1,637

 

3,641

 

3,354

 

ATM processing

 

1,140

 

1,269

 

2,234

 

2,462

 

Other

 

16,850

 

15,755

 

32,816

 

28,733

 

Total other expense

 

$

36,956

 

$

37,067

 

$

74,252

 

$

71,633

 

 

(21)   Litigation Contingencies

 

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 collections activities. TCF may also be subject to enforcement action by federal regulators, including the Securities and Exchange Commission, the Federal Reserve, the Office of the Comptroller of the Currency (the “OCC”) and the Consumer Financial Protection Bureau. 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 is subject to such actions brought against it from time to time. Litigation is often unpredictable and the actual results of litigation cannot be determined and therefore the ultimate resolution of a matter and the possible range of loss associated with certain potential outcomes cannot be established. Based on our current understanding of these pending legal proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, would have a material adverse effect on the consolidated financial position, operating results or cash flows of TCF. TCF is also subject to regulatory examinations and TCF’s regulatory authorities may impose sanctions on TCF for a failure to maintain regulatory compliance. TCF is currently subject to a Consent Order with the OCC relating to its Bank Secrecy Act compliance. The Consent Order does not call for the payment of a civil money penalty; however, the OCC has issued a written notice to TCF related to TCF’s Bank Secrecy Act compliance deficiencies. After the OCC’s review of TCF’s response to the notice, the OCC may impose a monetary penalty related to these findings. TCF is currently not able to estimate a reasonable range of costs relating to that possibility.

 

(22) Subsequent Events

 

On July 13, 2012, Visa announced that it, along with MasterCard and certain U.S. financial institution defendants have signed a memorandum of understanding to enter into a settlement agreement to resolve the Class Plaintiffs’ claims in the multi-district interchange litigation (“MDL”). The claims originally were brought by a class of U.S. retailers in 2005. Visa also has reached an agreement in principle to resolve the claims brought against Visa by a group of individual retailers in the same MDL. The proposed settlement payments for both the class plaintiffs’ and individual plaintiffs’ claims would be approximately $6.6 billion, of which Visa’s share would represent approximately $4.4 billion. Visa’s share will be paid from the litigation escrow account established pursuant to Visa’s Retrospective Responsibility Plan.  The proposed settlement payments had no impact on TCF’s results of operations for the six months ended June 30, 2012.

 

34



 

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

 

Item 2. Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

OVERVIEW

 

TCF Financial Corporation (“TCF” or the “Company”), a Delaware corporation, is a bank holding company based in Wayzata, Minnesota. Its principal subsidiary, TCF National Bank (“TCF Bank”), is headquartered in South Dakota. TCF had 431 banking offices in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota (TCF’s primary banking markets) at June 30, 2012.

 

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 internet, mobile and telephone 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. TCF’s growth strategies include the development of new products and services, new branch expansion and acquisitions. 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 Lending and Funding. Lending includes retail lending, commercial banking, leasing and equipment finance, inventory finance and auto finance. Funding includes branch banking and treasury services. Treasury services includes the Company’s investment and borrowing portfolios and management of capital, debt and market risks, including interest rate and liquidity risks.

 

TCF’s lending strategy is to originate high credit quality, primarily secured, loans and leases. TCF’s retail lending operation offers fixed- and variable-rate loans and lines of credit secured by residential real estate properties. Commercial loans are generally made on properties or to customers located within TCF’s primary banking markets. The leasing and equipment finance businesses consist of TCF Equipment Finance, Inc., which delivers equipment finance solutions to businesses in select markets, and Winthrop Resources Corporation, which 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. TCF Inventory Finance originates commercial variable-rate loans to businesses in the United States, Canada and Latin America which are secured by equipment under a floorplan arrangement and supported by repurchase agreements from original equipment manufacturers. In November 2011, TCF entered into the auto finance business with its acquisition of Gateway One Lending & Finance, LLC (“Gateway One”). Gateway One currently originates loans on new and used autos in 35 states, and services loans nationwide.

 

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 66.7% of TCF’s total revenue, excluding gains on securities for the six months ended June 30, 2012. 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 Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk, for further information.

 

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 economic conditions, changing customer behavior and the impact of the implementation of new regulation. 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 fee structure, number of deposit accounts and related transaction activity.

 

The following portions of Management’s Discussion and Analysis of Financial Condition and Results of Operations focus

 

35



 

in more detail on the results of operations for the three and six months ended June 30, 2012 and 2011, and on information about TCF’s balance sheet, loan and lease portfolio, liquidity, funding resources, capital and other matters.

 

RESULTS OF OPERATIONS

 

Performance Summary

 

TCF had net income of $31.5 million and a net loss of $251.4 million for the second quarter and first six months of 2012, respectively, compared with net income of $30.4 million and $60.7 million for the same 2011 periods. TCF’s net loss for the first six months of 2012 included a net, after tax charge of $295.8 million, or $1.87 per share, related to the repositioning of TCF’s balance sheet completed in the first quarter of 2012. TCF’s diluted earnings per common share was 20 cents and a loss of $1.58 for the second quarter and first six months of 2012, respectively, compared with earnings per common share of 19 cents and 40 cents for the same 2011 periods.

 

On March 13, 2012, TCF announced the repositioning of its balance sheet by prepaying $3.6 billion of long-term debt and selling $1.9 billion of mortgage-backed securities, which it anticipated would increase net interest margin and reduce interest rate risk going forward.  TCF’s current asset growth strategy and the outlook of the interest rate environment made it prudent for TCF to develop and execute a comprehensive balance sheet repositioning transaction.  A reliance on longer term, fixed-rate debt was appropriate for TCF’s previous strategy of growth in real estate assets with longer durations, such as residential and commercial real estate loans and mortgage-backed securities.  Given TCF’s current strategic focus on growth in nationally-oriented lending businesses with shorter loan durations and/or variable interest rates, a more flexible funding structure is expected to significantly increase TCF’s ability to maximize net interest income and net interest margin going forward.

 

TCF’s long-term, fixed-rate debt was originated at market rates prior to the 2008 economic crisis.  At the time of the balance sheet repositioning, the interest rates on these borrowings were significantly above current market rates.  In addition, in late January 2012, the Federal Reserve forecasted interest rates to remain at historically low levels through at least 2014.  As a result, this action better positioned TCF for the current interest rate outlook while reducing interest rate risk tied to longer duration, fixed-rate mortgage-backed securities.

 

Return on average assets was .76% and negative 2.71% for the second quarter and first six months of 2012, respectively, compared with .68% for both of the same 2011 periods. Return on average common equity was 8.13% and negative 29.84% for the second quarter and first six months of 2012, respectively, compared with 7% and 7.46% for the same 2011 periods.

 

Operating Segment Results

 

The financial results of TCF’s operating segments are located in Note 17 of the Notes to Consolidated Financial Statements included in Part 1, Item 1. Financial Statements.

 

Lending reported net income of $8.2 million and $18.5 million for the second quarter and first six months of 2012, respectively, compared with $11.4 million and $23 million for the same period 2011 periods.  Lending net interest income for the second quarter and first six months of 2012 was $128.8 million and $251.8 million, respectively, compared with $118.6 million and $234.5 million for the same 2011 periods. The increase in net interest income for both periods was primarily due to loan growth in the inventory finance and auto finance portfolios, partially offset by decreases in the consumer real estate and commercial real estate average portfolio balances and average yields.  The decrease in the average consumer real estate portfolio reflects a decline in production of new fixed-rate loans as market rates available for fixed-rate first mortgage loans were not as attractive to TCF.

 

Lending’s provision for credit losses totaled $53.7 million and $102.7 million for the second quarter and first six months of 2012, respectively, compared with $43.4 million and $89.2 million for the same 2011 periods. The increase in provision from the second quarter of 2011 was primarily due to increased loss reserves on commercial real estate loans and a reserve for one large lease exposure. The increase in provision expense from the first six months of 2011 was primarily due to increased loss reserves on commercial real estate loans and increased reserves on the inventory finance and auto finance

 

36



 

portfolios as a result of increased loan balances. See Results of Operations – Provision for Credit Losses in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Discussion and Analysis”) for further discussion.

 

Lending non-interest income totaled $33.4 million and $62.4 million for the second quarter and first six months of 2012, respectively, compared with $24.4 million and $53.3 million for the same 2011 periods.  The increase for both periods was primarily due to gains on sales of auto finance loans and increased auto loan servicing income.  Lending non-interest expense totaled $92.7 million and $177.7 million for the second quarter and first six months of 2012, respectively, compared with $79.5 million and $159 million for the same 2011 periods.  The increase from the second quarter and first six months of 2011 was primarily due to the newly acquired auto finance business as well as increased headcount related to achieving staffing levels to support the Bombardier Recreational Products, Inc. (“BRP”) program in Inventory Finance.

 

Funding reported net income of $14.3 million and a net loss of $280.7 million for the second quarter and first six months of 2012, respectively, compared with net income of $20.8 million and $38.5 million for the same 2011 periods. The net loss for the first six months of 2012 was due to the balance sheet repositioning completed in the first quarter of 2012. Funding net interest income totaled $70 million and $127.9 million for second quarter and first six months of 2012, respectively, compared with $58.1 million and $116.6 million for the same 2011 periods.

 

Funding non-interest income totaled $66.3 million and $202.5 million for the second quarter and first six months of 2012, respectively, compared with $94.3 million and $184 million for the same 2011 periods. The decrease from the second quarter of 2011 was primarily due to lower fee income related to card revenue and customer behavior.  The increase from the first six months of 2011 was primarily due to gains on securities in the first quarter of 2012 related to the balance sheet repositioning, partially offset by lower fee income related to card revenue and customer behavior. Non-interest expense totaled $108.4 million and $772.4 million for the second quarter and first six months of 2012, respectively, compared with $117.3 and $236.9 million for the same 2011 periods. The decrease from the second quarter of 2011 was primarily due to decreased deposit account premiums. The increase from the first six months of 2011 was primarily due to the loss on termination of debt in the first quarter of 2012 in connection with the balance sheet repositioning.

 

Consolidated Net Interest Income

 

Net interest income for the second quarter of 2012 increased $22.1 million, or 12.5%, compared with the second quarter of 2011.  This increase was primarily due to the balance sheet repositioning completed in the first quarter of 2012, which resulted in a $37.9 million reduction to the cost of borrowings, partially offset by a $13.9 million reduction of interest income on mortgage-backed securities. Additionally, average balances of inventory finance loans and auto finance loans were higher during the second quarter of 2012 as a result of the newly acquired auto finance business and BRP program and the average cost of deposits was lower.  Offsetting the increase were lower yields on leasing and equipment finance leases and consumer and commercial real estate.  Net interest income for the second quarter of 2012 increased $18.1 million, or 10%, compared with the first quarter of 2012. This increase was primarily due to the full quarter impact of the balance sheet repositioning completed in March 2012, resulting in a $28.6 million reduction to the cost of borrowings, and higher average balances of inventory finance and auto finance loans, partially offset by a $12.4 million reduction of interest income on mortgage-backed securities and reduced interest income on loans and leases, driven by lower yields on consumer and commercial loans. Net interest income for the first six months of 2012 totaled $378.4 million, up $28.2 million, or 8.1%, from $350.2 million from the same 2011 period. This increase was primarily due to the balance sheet repositioning completed in the first quarter of 2012, which resulted in a $47.9 million reduction to the cost of borrowings, partially offset by a $14.3 million reduction of interest income on mortgage-backed securities.  Additionally, higher average balances of inventory finance and auto finance loans and lower average cost of deposits were offset by decreased income from consumer and commercial real estate loans due to a change in the consumer real estate portfolio mix and lower average balances of commercial real estate loans.

 

Net interest margin in the second quarter of 2012 was 4.86%, compared with 4.02% in the second quarter of 2011. This increase was primarily due to lower average cost of borrowings due to the effects of the balance sheet repositioning completed in March 2012, which increased net interest margin by 92 basis points, as well as decreased rates on various deposit products and favorable mix changes toward higher yielding assets with increases in the inventory finance and auto finance portfolio balances.  These increases were partially offset by a decrease in yields in the consumer, commercial, and leasing and equipment finance portfolios as a result of the lower interest rate environment. Net interest margin increased by 72 basis points in the second quarter from 4.14% in the first quarter of 2012.  This increase was primarily due to a

 

37



 

lower average cost of borrowings due to the effects of the balance sheet repositioning completed in March 2012, which increased net interest margin by 69 basis points, and growth in the higher yielding inventory finance and auto finance portfolios.  These increases were partially offset by lower levels of higher yielding loans in the consumer portfolio as a result of the lower interest rate environment and increased balances in higher rate deposit accounts. Net interest margin for the first six months of 2012 was 4.49%, compared with 4.04% from the same 2011 period. This increase was primarily due to lower average cost of borrowings due to the effects of the balance sheet repositioning completed in the first quarter of 2012, which increased net interest margin by 56 basis points, partially offset by lower portfolio yields and interim rents in the leasing and equipment finance business and lower yields on commercial loans primarily due to production at rates lower than current portfolio yields. See Consolidated Financial Condition Analysis – Borrowings and Liquidity in this Management’s Discussion and Analysis for further discussion.

 

Achieving net interest income growth over time depends primarily on TCF’s ability to generate growth in higher-yielding assets and low or no interest-cost deposits.  While interest rates and consumer preferences continue to change over time, TCF is currently asset sensitive as measured by its interest rate gap (the difference between interest-earning assets and interest-bearing liabilities maturing, repricing, or prepaying during the next twelve months).  A positive interest rate gap position exists when the amount of interest-earning assets maturing or re-pricing exceeds the amount of interest-bearing liabilities maturing or re-pricing, including assumed prepayments, within a particular time period.  Since TCF is primarily deposit funded, the degree of the impact on net interest income is somewhat controlled by TCF, but is impacted by how its competitors price comparable products.

 

See Consolidated Financial Condition Analysis – Deposits in this Management’s Discussion and Analysis and Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk for further discussion on TCF’s interest rate risk position.

 

38



 

The following tables summarizes TCF’s average balances, interest, dividends and yields and rates on major categories of TCF’s interest-earning assets and interest-bearing liabilities on a fully tax equivalent basis.

 

 

 

 

Three Months Ended June 30,

 

 

 

 

2012

 

2011

 

 

 

Average

 

 

 

Yields and

 

Average

 

 

 

Yields and

 

(Dollars in thousands)

 

Balance

 

Interest

 

Rates (1)

 

Balance

 

Interest

 

Rates (1)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments and other

 

$

430,084

 

$

2,654

 

2.48

 %

$

693,678

 

$

1,836

 

1.06

 %

U.S. Government sponsored entities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities, fixed rate

 

733,796

 

5,813

 

3.17

 

2,104,294

 

20,614

 

3.92

 

U.S. Treasury securities

 

-

 

-

 

-

 

135,613

 

20

 

.06

 

Other securities

 

225

 

3

 

4.14

 

353

 

5

 

5.68

 

Total securities available for sale (2)

 

734,021

 

5,816

 

3.17

 

2,240,260

 

20,639

 

3.69

 

Loans and leases held for sale

 

44,788

 

979

 

8.80

 

-

 

-

 

-

 

Loans and leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate

 

4,365,670

 

63,432

 

5.84

 

4,655,198

 

70,615

 

6.08

 

Variable-rate

 

2,427,745

 

30,202

 

5.00

 

2,379,250

 

30,566

 

5.15

 

Total consumer real estate

 

6,793,415

 

93,634

 

5.54

 

7,034,448

 

101,181

 

5.77

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed- and adjustable-rate

 

2,730,085

 

37,242

 

5.49

 

2,877,903

 

41,442

 

5.78

 

Variable-rate

 

761,964

 

7,550

 

3.99

 

719,741

 

7,757

 

4.32

 

Total commercial

 

3,492,049

 

44,792

 

5.16

 

3,597,644

 

49,199

 

5.49

 

Leasing and equipment finance

 

3,145,914

 

43,109

 

5.48

 

3,068,550

 

46,184

 

6.02

 

Inventory finance

 

1,571,004

 

23,690

 

6.07

 

978,505

 

17,340

 

7.11

 

Auto finance

 

223,893

 

3,835

 

6.89

 

-

 

-

 

-

 

Other

 

17,647

 

336

 

7.66

 

19,463

 

437

 

9.01

 

Total loans and leases (3)

 

15,243,922

 

209,396

 

5.52

 

14,698,610

 

214,341

 

5.85

 

Total interest-earning assets

 

16,452,815

 

218,845

 

5.34

 

17,632,548

 

236,816

 

5.38

 

Other assets

 

1,202,003

 

 

 

 

 

1,163,783

 

 

 

 

 

Total assets

 

$

17,654,818

 

 

 

 

 

$

18,796,331

 

 

 

 

 

Liabilities and Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

1,316,767

 

 

 

 

 

$

1,475,191

 

 

 

 

 

Small business

 

725,052

 

 

 

 

 

683,323

 

 

 

 

 

Commercial and custodial

 

310,321

 

 

 

 

 

278,808

 

 

 

 

 

Total non-interest bearing deposits

 

2,352,140

 

 

 

 

 

2,437,322

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking

 

2,306,810

 

883

 

.15

 

2,152,646

 

1,221

 

.23

 

Savings

 

6,031,015

 

5,164

 

.34

 

5,608,824

 

7,279

 

.52

 

Money market

 

748,016

 

718

 

.39

 

648,862

 

731

 

.45

 

Subtotal

 

9,085,841

 

6,765

 

.30

 

8,410,332

 

9,231

 

.44

 

Certificates of deposit

 

1,608,653

 

3,432

 

.86

 

1,092,368

 

2,199

 

.82

 

Total interest-bearing deposits

 

10,694,494

 

10,197

 

.38

 

9,502,700

 

11,430

 

.48

 

Total deposits

 

13,046,634

 

10,197

 

.31

 

11,940,022

 

11,430

 

.38

 

Borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

705,888

 

535

 

.30

 

35,227

 

21

 

.24

 

Long-term borrowings

 

1,986,182

 

9,259

 

1.87

 

4,513,301

 

48,697

 

4.33

 

Total borrowings

 

2,692,070

 

9,794

 

1.46

 

4,548,528

 

48,718

 

4.29

 

Total interest-bearing liabilities

 

13,386,564

 

19,991

 

.60

 

14,051,228

 

60,148

 

1.72

 

Total deposits and borrowings

 

15,738,704

 

19,991

 

.51

 

16,488,550

 

60,148

 

1.46

 

Other liabilities

 

335,113

 

 

 

 

 

556,641

 

 

 

 

 

Total liabilities

 

16,073,817

 

 

 

 

 

17,045,191

 

 

 

 

 

Total TCF Financial Corp. stockholders’ equity

 

1,563,158

 

 

 

 

 

1,739,523

 

 

 

 

 

Non-controlling interest in subsidiaries

 

17,843

 

 

 

 

 

11,617

 

 

 

 

 

Total equity

 

1,581,001

 

 

 

 

 

1,751,140

 

 

 

 

 

Total liabilities and equity

 

$

17,654,818

 

 

 

 

 

$

18,796,331

 

 

 

 

 

Net interest income and margin

 

 

 

$

198,854

 

4.86

 %

 

 

$

176,668

 

4.02

 %

(1)  Annualized.

(2)  Average balances and yields of securities available for sale are based upon the historical amortized cost and excludes equity securities.

(3)  Average balances of loans and leases include non-accrual loans and leases, and are presented net of unearned income.

 

39



 

 

 

Six Months Ended June 30,

 

 

2012

 

2011

 

 

Average

 

 

 

Yields and

 

 

Average

 

 

 

 

Yields and

 

(Dollars in thousands)

 

Balance

 

Interest    

 

Rates (1)

 

 

Balance

 

 

Interest    

 

Rates (1)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments and other

$

587,802

$

5,042

 

1.72

%

636,190

 

$

3,637

 

1.15

%

U.S. Government sponsored entities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities, fixed rate

 

1,410,407

 

24,924

 

3.53

 

 

2,033,159

 

 

40,025

 

3.94

 

U.S. Treasury securities

 

-

 

-

 

-

 

 

91,685

 

 

33

 

.07

 

Other securities

 

227

 

4

 

4.13

 

 

370

 

 

10

 

5.44

 

Total securities available for sale (2)

 

1,410,634

 

24,928

 

3.53

 

 

2,125,214

 

 

40,068

 

3.77

 

Loans and leases held for sale

 

25,330

 

1,024

 

8.13

 

 

-

 

 

-

 

-

 

Loans and leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate

 

4,404,410

 

129,584

 

5.92

 

 

4,694,690

 

 

142,421

 

6.12

 

Variable-rate

 

2,414,829

 

60,270

 

5.02

 

 

2,373,328

 

 

60,846

 

5.17

 

Total consumer real estate

 

6,819,239

 

189,854

 

5.60

 

 

7,068,018

 

 

203,267

 

5.80

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed- and adjustable-rate

 

2,733,967

 

75,452

 

5.55

 

 

2,895,151

 

 

83,484

 

5.81

 

Variable-rate

 

740,918

 

15,062

 

4.09

 

 

715,330

 

 

15,414

 

4.35

 

Total commercial

 

3,474,885

 

90,514

 

5.24

 

 

3,610,481

 

 

98,898

 

5.52

 

Leasing and equipment finance

 

3,137,122

 

87,109

 

5.55

 

 

3,093,969

 

 

93,741

 

6.06

 

Inventory finance

 

1,353,469

 

42,416

 

6.30

 

 

925,913

 

 

32,665

 

7.11

 

Auto finance

 

154,728

 

5,418

 

7.04

 

 

-

 

 

-

 

-

 

Other

 

17,612

 

705

 

8.04

 

 

20,603

 

 

913

 

8.94

 

Total loans and leases (3)

 

14,957,055

 

416,016

 

5.59

 

 

14,718,984

 

 

429,484

 

5.87

 

Total interest-earning assets

 

16,980,821

 

447,010

 

5.29

 

 

17,480,388

 

 

473,189

 

5.45

 

Other assets

 

1,290,585

 

 

 

 

 

 

1,158,886

 

 

 

 

 

 

Total assets

$

18,271,406

 

 

 

 

 

18,639,274

 

 

 

 

 

 

Liabilities and Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

$

1,338,539

 

 

 

 

 

1,466,507

 

 

 

 

 

 

Small business

 

716,734

 

 

 

 

 

 

675,861

 

 

 

 

 

 

Commercial and custodial

 

307,427

 

 

 

 

 

 

285,125

 

 

 

 

 

 

Total non-interest bearing deposits

 

2,362,700

 

 

 

 

 

 

2,427,493

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking

 

2,260,499

 

1,785

 

.16

 

 

2,128,673

 

 

2,577

 

.24

 

Savings

 

5,956,874

 

10,602

 

.36

 

 

5,517,084

 

 

14,776

 

.54

 

Money market

 

705,255

 

1,328

 

.38

 

 

661,114

 

 

1,639

 

.50

 

Subtotal

 

8,922,628

 

13,715

 

.31

 

 

8,306,871

 

 

18,992

 

.46

 

Certificates of deposit

 

1,372,164

 

5,543

 

.81

 

 

1,092,452

 

 

4,442

 

.82

 

Total interest-bearing deposits

 

10,294,792

 

19,258

 

.38

 

 

9,399,323

 

 

23,434

 

.50

 

Total deposits

 

12,657,492

 

19,258

 

.31

 

 

11,826,816

 

 

23,434

 

.40

 

Borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

571,019

 

865

 

.30

 

 

59,000

 

 

113

 

.39

 

Long-term borrowings

 

2,901,673

 

47,224

 

3.27

 

 

4,607,492

 

 

98,464

 

4.30

 

Total borrowings

 

3,472,692

 

48,089

 

2.78

 

 

4,666,492

 

 

98,577

 

4.25

 

Total interest-bearing liabilities

 

13,767,484

 

67,347

 

.98

 

 

14,065,815

 

 

122,011

 

1.75

 

Total deposits and borrowings

 

16,130,184

 

67,347

 

.84

 

 

16,493,308

 

 

122,011

 

1.49

 

Other liabilities

 

435,210

 

 

 

 

 

 

508,983

 

 

 

 

 

 

Total liabilities

 

16,565,394

 

 

 

 

 

 

17,002,291

 

 

 

 

 

 

Total TCF Financial Corp. stockholders’ equity

 

1,690,337

 

 

 

 

 

 

1,627,238

 

 

 

 

 

 

Non-controlling interest in subsidiaries

 

15,675

 

 

 

 

 

 

9,745

 

 

 

 

 

 

Total equity

 

1,706,012

 

 

 

 

 

 

1,636,983

 

 

 

 

 

 

Total liabilities and equity

$

18,271,406

 

 

 

 

 

18,639,274

 

 

 

 

 

 

Net interest income and margin

 

 

$

379,663

 

4.49

%

 

 

 

$

351,178

 

4.04

%

(1)  Annualized.

(2)  Average balances and yields of securities available for sale are based upon the historical amortized cost and excludes equity securities.

(3)  Average balances of loans and leases include non-accrual loans and leases, and are presented net of unearned income.

 

40



 

Provision for Credit Losses

 

The following tables summarize the composition of TCF’s provision for credit losses and percentage of the total provision expense for the three and six months ended June 30, 2012 and 2011.

 

 

 

Three Months Ended

 

 

 

 

 

 

 

June 30,

 

Change

 

(Dollars in thousands)

 

2012

 

 

2011

 

 

$

 

%

 

Consumer real estate

$

39,118

 

72.3

 %

$

38,290

 

87.1

 %

$

828

 

2.2

 %

Commercial

 

8,710

 

16.1

 

 

3,348

 

7.6

 

 

5,362

 

160.2

 

Leasing and equipment finance

 

5,086

 

9.4

 

 

1,817

 

4.1

 

 

3,269

 

179.9

 

Inventory finance

 

(223

)

(.4

)

 

(79

)

(.2

)

 

(144

)

182.3

 

Auto finance

 

1,356

 

2.5

 

 

-

 

-

 

 

1,356

 

N.M

.

Other

 

59

 

.1

 

 

629

 

1.4

 

 

(570

)

(90.6

)

Total

$

54,106

 

100.0

 %

$

44,005

 

100.0

 %

$

10,101

 

23.0

 %

 

 

 

Six Months Ended

 

 

 

 

 

 

 

June 30,

 

Change

 

(Dollars in thousands)

 

2012

 

 

2011

 

 

$

 

%

 

Consumer real estate

$

75,197

 

73.2

 %

$

74,840

 

83.9

 %

$

357

 

.5

 %

Commercial

 

13,724

 

13.4

 

 

8,767

 

9.8

 

 

4,957

 

56.5

 

Leasing and equipment finance

 

5,601

 

5.5

 

 

4,577

 

5.1

 

 

1,024

 

22.4

 

Inventory finance

 

4,968

 

4.8

 

 

909

 

1.0

 

 

4,059

 

N.M

.

Auto finance

 

2,376

 

2.3

 

 

-

 

-

 

 

2,376

 

N.M

.

Other

 

782

 

.8

 

 

186

 

.2

 

 

596

 

N.M

.

Total

$

102,648

 

100.0

 %

$

89,279

 

100.0

 %

$

13,369

 

15.0

 %

N.M. Not Meaningful

 

TCF recorded provision expense of $54.1 million and $102.6 million in the second quarter and first six months of 2012, respectively, compared with $44 million and $89.3 million in the same 2011 periods. The increase from the second quarter of 2011 was primarily due to increased provision expense on commercial real estate, a $4 million reserve for loss on one large lease exposure and provision expense on auto finance loans.  The increase from the first six months of 2011 was primarily due to increased loss reserves on commercial real estate loans and increased loss reserves on the inventory finance and auto finance portfolios as a result of growth in these businesses.

 

Net loan and lease charge-offs for the second quarter and first six months of 2012 were $44.9 million, or 1.18% (annualized) of average loans and leases, and $83.8 million, or 1.12% (annualized), respectively, compared with $43.8 million, or 1.19% (annualized), and $99.7 million, or 1.35% (annualized), in the same periods of 2011.

 

Consumer real estate net charge-offs for the second quarter and first six months of 2012 were $34.9 million and $70.5 million, respectively, down slightly from $36.7 million and $72 million for the same 2011 periods.  Commercial net charge-offs for the second quarter and first six months of 2012 were $8.5 million and $10 million, respectively, compared to $2.7 million and $20.5 million for the same 2011 periods.  The increase from the second quarter of 2011 was primarily due to increased net charge-offs in retail commercial real estate and land development.  The decrease in net charge-offs from the first six months of 2011 was primarily due to decreased commercial real estate net charge-offs on office buildings and manufactured housing and decreased commercial business net charge-offs. Leasing and equipment finance net charge-offs for the second quarter and first six months of 2012 totaled $1.2 million and $1.3 million, respectively, compared with $3.5 million and $6.3 million for the same 2011 periods. The decrease in net charge-offs was primarily due to decreased net charge-offs in the middle market and small ticket segments.

 

The provision for credit losses is calculated as part of the determination of the allowance for loan and lease losses.  The determination of the allowance for loan and lease losses and the related provision for credit losses is a critical accounting estimate which involves a number of factors such as historical trends in net charge-offs, delinquencies in the loan and lease portfolio, year of loan or lease origination, value of collateral, general economic conditions and management’s assessment of credit risk in the current loan and lease portfolio.  See also Consolidated Financial Condition Analysis — Allowance for Loan and Lease Losses in this Management’s Discussion and Analysis.

 

41



 

Consolidated Non-Interest Income

 

Non-interest income is a significant source of revenue for TCF and is an important factor in TCF’s results of operations. 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. Non-interest income totaled $112.9 million and $278.2 million for the second quarter and first six months of 2012, respectively, compared with $114.1 million and $228.4 million for the same 2011 periods.

 

Fees and Service Charges

 

Fees and service charges totaled $48.1 million and $89.9 million for the second quarter and first six months of 2012, respectively, compared with $56.4 million and $109.9 million for the same 2011 periods. The decrease in banking fees and revenues from both the second quarter and first six months of 2011 was primarily due to changes in checking account programs that resulted in a lower number of accounts and changes in customer behaviors in reaction to changes in product offerings.

 

Card Revenues

 

Card revenues totaled $13.5 million and $26.7 million for the second quarter and first six months of 2012, respectively, compared with $28.2 million and $54.8 million for the same 2011 periods. The decrease in both periods was due to a decrease in the average interchange rate per transaction due to new debit card interchange regulations which took effect on October 1, 2011.

 

TCF is the 12th largest issuer of Visa® small business debit cards and the 14th largest issuer of Visa consumer debit cards in the United States, based on payments volume for the three months ended March 31, 2012, as provided by Visa. TCF earns interchange revenue from customer card transactions paid by merchants, not from TCF’s customers. Card products represented 18% and 18.7% of banking fee revenue for the three and six months ended June 30, 2012, respectively. 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.  The continued success of TCF’s debit card program depends significantly on the success and viability of Visa and the continued use by customers and acceptance by merchants of its cards.

 

The following tables set forth information about TCF’s card business.

 

 

 

 

Three Months Ended

 

 

 

June 30,

 

Change

 

(Dollars in thousands)

 

2012

 

2011

 

Amount

 

%

 

Sales volume for the three months ended:

 

 

 

 

 

 

 

 

 

Off-line (Signature)

 

$

1,636,082

 

$

1,722,158

 

$

(86,076

)

(5.0

)

On-line (PIN)

 

294,003

 

246,346

 

47,657

 

19.3

 

Total

 

$

1,930,085

 

$

1,968,504

 

(38,419

)

(2.0

)

Average transaction size (in dollars)

 

$

35

 

$

36

 

(1

)

(2.8

)

Average number of transactions per card per month

 

25.7

 

23.7

 

2.0

 

8.4

 

Percentage off-line (sales volume)

 

84.8

%

87.5

%

 

 

(270

)bps

Average interchange per transaction (in dollars)

 

$

.22

 

$

.49

 

(.3

)

(55.1

)%

Average interchange rate per transaction

 

.63

%

1.36

%

 

 

(73

)bps

 

42



 

 

 

Six Months Ended

 

 

 

June 30,

 

Change

 

(Dollars in thousands)

 

2012

 

2011

 

Amount

 

%

 

Sales volume for the three months ended:

 

 

 

 

 

 

 

 

 

Off-line (Signature)

 

$

3,268,261

 

$

3,353,337

 

$

(85,076

)

(2.5

)

On-line (PIN)

 

561,890

 

482,615

 

79,275

 

16.4

 

Total

 

$

3,830,151

 

$

3,835,952

 

(5,801

)

(.2

)

Average transaction size (in dollars)

 

$

35

 

$

36

 

(1

)

(2.8

)

Average number of transactions per card per month

 

25.0

 

23.0

 

2.0

 

8.7

 

Percentage off-line (sales volume)

 

85.3

%

87.4

%

 

 

(210

)bps

Average interchange per transaction (in dollars)

 

$

.22

 

$

.50

 

(0.3

)

(56

)%

Average interchange rate per transaction

 

.63

%

1.36

%

 

 

(73

)bps

 

ATM Revenue

 

For the second quarter and first six months of 2012, ATM revenue was $6.3 million and $12.5 million, respectively, compared with $7.1 million and $13.8 million for the same 2011 periods. The decrease in ATM revenue was primarily due to fewer fee generating transactions and a reduced number of available ATMs.

 

Gain (Loss) on Securities, Net

 

During the second quarter of 2012, TCF recognized $13.1 million related to the sale of Visa Class B stock. During the six months ended June 30, 2012, TCF recognized $89.7 million related to sales of mortgage-backed securities and the sale of the Visa stock. During both the three and six months ended June 30, 2011, TCF recorded impairment charges on securities totaling $227 thousand.

 

Consolidated Non-Interest Expense

 

Non-interest expense totaled $203 million and $951.7 million for the second quarter and first six months of 2012, compared with $195.1 million and $388.1 million for the same 2011 periods.

 

Compensation and Employee Benefits

 

Compensation and employee benefits expense totaled $97.8 million and $193.8 million for the second quarter and first six months of 2012, compared with $89.1 million and $178.4 million for the same 2011 periods.  The increases were primarily due to the expansion of the auto finance business, as well as increased staffing levels to support growth in TCF’s lending businesses.

 

FDIC Insurance

 

FDIC insurance expense totaled $8.5 million and $14.9 million for the second quarter and first six months of 2012, respectively, compared with $7.5 million and $14.7 million for the same 2011 periods.  The increase from the three months ended June 30, 2011 was primarily due to the increased insurance rates as a result of the net loss associated with the balance sheet repositioning completed in the first quarter of 2012.  The increase from the six months ended June 30, 2011 was primarily due to the aforementioned balance sheet repositioning as well as changes in the FDIC insurance rate calculations for banks over $10 billion in total assets, which were implemented on April 1, 2011.

 

Advertising and Marketing

 

Advertising and marketing expense totaled $5.4 million and $8 million for the second quarter and first six months of 2012, compared with $3.5 million and $6.6 million for the same 2011 periods.  The increases were primarily the result of changes in retail banking product strategies and a related increase in spending on media advertising.

 

43



 

Deposit Account Premiums

 

Deposit account premium expense totaled $1.7 million and $7.7 million for the second quarter and first six months of 2012, compared with $6.2 million and $9.4 million for the same 2011 periods.  These decreases were primarily due to reductions in the premium programs.

 

Loss on Termination of Debt

 

In connection with the balance sheet repositioning completed in March 2012, TCF restructured $3.6 billion of long-term borrowings that had a 4.3% weighted average rate at a pre-tax loss of $551 million. TCF also replaced $2.1 billion of 4.4% weighted average fixed-rate, Federal Home Loan Bank advances with a mix of floating and fixed-rate, long- and short-term borrowings with a current weighted average rate of .5%. In addition, TCF terminated $1.5 billion of 4.2% weighted average fixed-rate borrowings under repurchase agreements.

 

Foreclosed Real Estate and Repossessed Assets, Net

 

Foreclosed real estate and repossessed assets, net expenses totaled $12.1 million and $23.1 million for the second quarter and first six months of 2012, compared with $12.6 million and $25.5 million for the same 2011 periods. The decreases were primarily due to fewer consumer real estate properties owned.

 

Other Credit Costs, Net

 

Other credit costs, net has historically been comprised of consumer real estate loan pool insurance, write-downs on operating leases and reserves for expected losses on unfunded commitments.  Other credit costs, net totaled $1.5 million and $1.2 million for the second quarter and first six months of 2012, compared with $496 thousand and $3 million for the same 2011 periods. The increase from the three months ended June 30, 2011 was primarily due to an increase in reserves for unfunded commitments on one commercial letter of credit during the second quarter of 2012. The decrease from the six months ended June 30, 2011 was primarily due to reduced premium related expense on consumer real estate loan pool insurance, partially offset by an increase in reserves for unfunded commitments.

 

 

Income Taxes

 

TCF recorded income tax expense of $20.5 million for the second quarter of 2012, or 38% of the income before income tax expense, compared with income tax expense of $19.1 million, or 37.3%, in 2011.  For the first six months of 2012, income tax benefit totaled $149.7 million, or 37.6% of the loss before income tax expense, compared with income tax expense of $37.9 million, or 37.4%, in 2011.

 

The determination of current and deferred income taxes is a critical accounting estimate which is based on complex analyses of many factors, including interpretation of income tax laws, the evaluation of uncertain tax positions, differences between the tax and financial reporting basis of assets and liabilities (temporary differences), estimates of amounts due or owed such as the timing of reversal of temporary differences and current financial accounting standards. Additionally, there can be no assurance that estimates and interpretations used in determining income tax liabilities may not be challenged by taxing authorities.  Actual results could differ significantly from the estimates and tax law interpretations used in determining the current and deferred income tax liabilities.

 

In addition, under generally accepted accounting principles in the United States (“GAAP”), deferred income tax assets and liabilities are recorded at the income tax rates expected to apply to taxable income in the periods in which the deferred income tax assets or liabilities are expected to be realized.  If such rates change, deferred income tax assets and liabilities must be adjusted in the period of change through a charge or credit to the Consolidated Statements of Comprehensive Income.  Also, if current period income tax rates change, the impact on the annual effective income tax rate is applied year-to-date in the period of enactment.

 

44



 

CONSOLIDATED FINANCIAL CONDITION ANALYSIS

 

Loans and Leases

 

The following table sets forth information about loans and leases held in TCF’s portfolio.

 

 

 

At

 

At

 

 

 

 

 

June 30,

 

December 31,

 

Percentage 

 

(Dollars in thousands)

 

2012

 

2011

 

Change 

 

Consumer real estate:

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

First mortgage lien

 

$

4,610,837

 

$

4,742,423 

 

(2.8)%

 

Junior lien

 

2,200,947

 

2,152,868 

 

2.2

 

Total consumer real estate

 

6,811,784

 

6,895,291 

 

(1.2)

 

Commercial:

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

Permanent

 

3,133,812

 

3,039,488 

 

3.1

 

Construction and development

 

116,685

 

159,210 

 

(26.7)

 

Total commercial real estate

 

3,250,497

 

3,198,698 

 

1.6

 

Commercial business

 

272,573

 

250,794 

 

8.7

 

Total commercial

 

3,523,070

 

3,449,492 

 

2.1

 

Leasing and equipment finance:(1)

 

 

 

 

 

 

 

Equipment finance loans

 

1,186,762

 

1,110,803 

 

6.8

 

Lease financings:

 

 

 

 

 

 

 

Direct financing leases

 

1,962,041

 

2,039,096 

 

(3.8)

 

Sales-type leases

 

29,244

 

29,219 

 

.1

 

Lease residuals

 

125,954

 

129,100 

 

(2.4)

 

Unearned income and deferred lease costs

 

(152,896

)

(165,959)

 

7.9

 

Total lease financings

 

1,964,343

 

2,031,456 

 

(3.3)

 

Total leasing and equipment finance

 

3,151,105

 

3,142,259 

 

.3

 

Inventory finance

 

1,457,263

 

624,700 

 

133.3

 

Auto finance

 

262,188

 

3,628 

 

N.M.

 

Other

 

29,094

 

34,885 

 

(16.6)

 

Total loans and leases

 

$

15,234,504

 

$

14,150,255 

 

7.7%

 

N.M. Not meaningful.

(1)

Operating leases of $65.2 million and $69.6 million at June 30, 2012 and December 31, 2011, respectively, are included in other assets in the Consolidated Statements of Financial Condition.

 

Approximately 72.6% of the consumer real estate portfolio at June 30, 2012 consisted of closed-end amortizing loans.  TCF’s consumer real estate lines of credit require regular payments of interest and do not require regular payments of principal.  Outstanding balances on consumer real estate lines of credit were $1.9 billion and $1.8 billion at June 30, 2012 and December 31, 2011, respectively.  The average Fair Isaac Corporation (“FICO”) credit score at loan origination for the retail lending portfolio was 728 as of June 30, 2012 and 727 at December 31, 2011. As part of TCF’s credit risk monitoring, TCF obtains updated FICO score information quarterly. The average updated FICO score for the retail lending portfolio was 728 at June 30, 2012, compared with 727 at December 31, 2011.  As of June 30, 2012, 30.9% of the consumer real estate loan balance has been originated since January 1, 2009, with 2012 net charge offs of .2% (annualized).

 

TCF continues to expand its commercial lending activities, generally to borrowers located in its primary markets, with a focus on secured lending.  At June 30, 2012, approximately 93% of TCF’s commercial real estate loans outstanding were secured by real estate located in its primary banking markets.  At June 30, 2012, approximately 99% of TCF’s commercial real estate and commercial business loans were secured either by real estate or other business assets.

 

The leasing and equipment finance backlog of approved transactions was $520.1 million at June 30, 2012, up from $455.3 million at December 31, 2011.

 

45



 

Credit Quality

 

The following tables summarize TCF’s loan and lease portfolio based on what TCF believes are the most important credit quality data that should be used to understand the overall condition of the portfolio.  Performing classified loans and leases have well-defined weaknesses, but may never become non-performing or result in a loss.

 

 

 

At June 30, 2012

 

 

Performing Loans and Leases (1)

 

60+ Days

 

Non-accrual

 

 

 

 

 

 

 

 

 

 

Delinquent

 

Loans and

 

Total Loans

(Dollars in thousands)

 

Non-classified

 

Classified (2)

 

Total

 

and Accruing

 

Leases

 

and Leases

Consumer real estate

$

6,547,940

 

$

22,485

 

$

6,570,425

 

$

100,681

 

$

140,678

 

$

6,811,784

Commercial

 

3,070,917

 

296,322

 

3,367,239

 

5,616

 

150,215

 

3,523,070

Leasing and equipment finance

 

3,103,094

 

15,687

 

3,118,781

 

2,895

 

29,429

 

3,151,105

Inventory finance

 

1,446,730

 

8,427

 

1,455,157

 

206

 

1,900

 

1,457,263

Auto finance

 

262,046

 

-

 

262,046

 

142

 

-

 

262,188

Other

 

26,856

 

-

 

26,856

 

34

 

2,204

 

29,094

Total loans and leases

$

14,457,583

 

$

342,921

 

$

14,800,504

 

$

109,574

 

$

324,426

 

$

15,234,504

Percent of total loans and leases

 

94.9%

 

2.3%

 

97.2%

 

.7%

 

2.1%

 

100.0%

 

 

 

At December 31, 2011

 

 

Performing Loans and Leases (1)

 

60+ Days

 

Non-accrual

 

 

 

 

 

 

 

 

 

 

Delinquent

 

Loans and

 

Total Loans

(Dollars in thousands)

 

Non-classified

 

Classified (2)

 

Total

 

and Accruing

 

Leases

 

and Leases

Consumer real estate

$

6,614,679

 

$

21,606

 

$

6,636,285

 

$

109,635

 

$

149,371

 

$

6,895,291

Commercial

 

2,990,515

 

330,310

 

3,320,825

 

1,148

 

127,519

 

3,449,492

Leasing and equipment finance

 

3,093,194

 

22,227

 

3,115,421

 

6,255

 

20,583

 

3,142,259

Inventory finance

 

616,677

 

7,040

 

623,717

 

160

 

823

 

624,700

Auto finance

 

3,231

 

-

 

3,231

 

397

 

-

 

3,628

Other

 

34,829

 

-

 

34,829

 

41

 

15

 

34,885

Total loans and leases

$

13,353,125

 

$

381,183

 

$

13,734,308

 

$

117,636

 

$

298,311

 

$

14,150,255

Percent of total loans and leases

 

94.4%

 

2.7%

 

97.1%

 

.8%

 

2.1%

 

100.0%

(1)     Includes all loans and leases that are not 60+ days delinquent or on non-accrual status.

(2)     Excludes classified loans and leases that are 60+ days delinquent. Classified loans and leases are those for which management has concerns regarding the borrower’s ability to meet the existing terms and conditions, but may never become non-performing or result in a loss.

 

 

Performing loans and leases includes all loans and leases that are not over 60-days delinquent or on non-accrual status.  Performing loans and leases were 97.2% of total loans and leases at June 30, 2012, a slight increase from 97.1% at December 31, 2011. The increase was due to the growth of higher credit quality inventory finance and auto finance loans.

 

Total non-accrual loans at June 30, 2012 increased $26.1 million from December 31, 2011. The increase was primarily due to commercial and leasing and equipment finance non-accrual loans and leases increasing $31.5 million, partially offset by an $8.7 million decrease in consumer real estate non-accrual loans.  During the six months ended June 30, 2012, non-accrual loans totaling $55.6 million were transferred to real estate owned and $43.4 million returned to accruing status.

 

46



 

Past Due Loans and Leases

 

The following tables set forth information regarding TCF’s delinquent loan and lease portfolio, excluding non-accrual loans and leases. Delinquent balances are determined based on the contractual terms of the loan or lease. See Note 7 of the Notes to Consolidated Financial Statements included in Part I, Item 1. Financial Statements for additional information.

 

 

 

At June 30,

 

At December 31,

 

(Dollars in thousands)

 

2012

 

2011

 

Principal balances:

 

 

 

 

 

60-89 days

 

$

48,362

 

$

45,531

 

90 days or more

 

61,212

 

72,105

 

Total

 

$

109,574

 

$

117,636

 

 

 

 

 

 

 

Percentage of loans and leases:

 

 

 

 

 

60-89 days

 

.32

%

.33

%

90 days or more

 

.41

 

.52

 

Total

 

.73

%

.85

%

 

The following table summarizes TCF’s over 60-day delinquent loan and lease portfolio by loan type.

 

 

 

At June 30, 2012

 

At December 31, 2011

 

(Dollars in thousands)

 

Principal
Balances

 

Percentage of
Portfolio

 

Principal
Balances

 

Percentage of
Portfolio

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

First mortgage lien

$

86,714

 

1.93

%

$

87,358

 

1.89

%

Junior lien

 

13,967

 

.64

 

22,277

 

1.04

 

Total consumer real estate

 

100,681

 

1.51

 

109,635

 

1.63

 

Commercial real estate

 

5,505

 

.18

 

1,099

 

.04

 

Commercial business

 

111

 

.04

 

49

 

.02

 

Total commercial

 

5,616

 

.17

 

1,148

 

.03

 

Leasing and equipment finance:

 

 

 

 

 

 

 

 

 

Middle market

 

812

 

.05

 

1,061

 

.07

 

Small ticket

 

676

 

.09

 

2,018

 

.28

 

Winthrop

 

4

 

-

 

235

 

.07

 

Other

 

-

 

-

 

198

 

.11

 

Total leasing and equipment finance

 

1,492

 

.05

 

3,512

 

.13

 

Inventory finance

 

206

 

.01

 

160

 

.03

 

Auto finance

 

62

 

.02

 

-

 

-

 

Other

 

34

 

.13

 

41

 

.12

 

Subtotal (1)

 

108,091

 

.74

 

114,496

 

.85

 

Delinquencies in acquired portfolios (2)

 

1,483

 

.58

 

3,140

 

.84

 

Total

$

109,574

 

.73

%

$

117,636

 

.85

%

(1)  Excludes delinquencies and non-accrual loans in acquired portfolios as delinquency and non-accrual migration in these portfolios are not expected to result in losses exceeding the credit reserves netted against the loan balances.

 

(2)  Remaining balances of acquired loans and leases were $267 million and $371.9 at June 30, 2012 and December 31, 2011, respectively.

 

Loan Modifications-Consumer Real Estate

 

TCF has several programs designed to assist consumer real estate customers by extending payment dates or reducing customers’ contractual payments (but not a reduction of principal). Under these programs, TCF reduces a customer’s contractual payments for a period of time appropriate for the borrower’s condition. All loan modifications are made on a case-by-case basis.

 

Based on clarifying guidance from regulatory bodies, beginning in the second quarter of 2012, TCF now classifies trial modifications as troubled debt restructurings (“TDRs”) at the beginning of the trial period. Previously, these loans were not classified as TDRs until performance was demonstrated at a reduced payment amount for a short trial period. This change resulted in a $13.4 million increase in TDRs in the second quarter of 2012.  Loan modifications are not reported as

 

47



 

TDRs in the calendar years after modification if the loans were modified at an interest rate equal to or greater than the yields of new loan originations with comparable risk and the loan is performing based on the restructured terms.

 

If TCF has not granted a concession as a result of the modification, the loan is not considered a TDR. Modifications that are not classified as TDRs primarily involve interest rate changes to current market rates for similarly situated borrowers who have access to alternative funds. Loan modifications to borrowers who are not experiencing financial difficulties are not included in the following reporting of loan modifications.

 

Although loans classified as TDRs are considered impaired, TCF was able to receive more than 54% and 53% of the contractual interest due on accruing consumer real estate TDRs for the three and six months ended June 30, 2012, respectively, by modifying the loan to a qualified customer instead of foreclosing on the property.  Only 8.1% of accruing consumer real estate TDRs were more than 60-days delinquent at June 30, 2012. Approximately 3.3% of the $229.6 million accruing consumer real estate TDRs modified during the 15 months preceding June 30, 2012 defaulted during the three months ended June 30, 2012.

 

The following table summarizes the balance of accruing modified consumer real estate loans as of June 30, 2012 and December 31, 2011.

 

 

 

At June 30, 2012

 

At December 31, 2011

 

 

Loan

 

60+ Days
Delinquent

 

Loan

 

60+ Days
Delinquent

(Dollars in thousands)

 

Balance

 

As a % of Balance

 

Balance

 

As a % of Balance

Permanently modified accruing TDRs

 

$    317,125

 

5.39 %

 

$    198,882

 

4.63 % 

Temporarily modified accruing TDRs

 

148,522

 

14.00

 

234,196

 

9.01

Total accruing TDRs

 

465,647

 

8.13

 

433,078

 

7.00

Other loan modifications

 

4,287

 

52.39

 

13,397

 

20.66

Total accruing loan modifications

 

$    469,934

 

8.54

 

$    446,475

 

7.41

 

The following table summarizes the regulatory classification of accruing consumer real estate TDRs at June 30, 2012 and December 31, 2011.

 

 

 

At June 30, 2012

 

At December 31, 2011

 

(Dollars in thousands)

 

Balance

 

Percent of Total

 

Balance

 

Percent of Total

 

Pass

 

$     336,437

 

72.3 %

 

$     267,491

 

61.8 %

 

Special mention

 

68,854

 

14.7

 

113,673

 

26.2

 

Substandard

 

60,356

 

13.0

 

51,914

 

12.0

 

Total Accruing TDRs

 

$     465,647

 

100.0 %

 

$     433,078

 

100.0 %

 

 

Consumer real estate TDRs classified as “Pass” are loans that are current and have demonstrated at least six months of non-delinquent payment performance.  Loans classified as “Special Mention” are accruing TDRs that are current, but have not yet made six payments following modification.  Loans classified as “Substandard” are all accruing TDRs that are 30 or more days past due.

 

Loan Modifications-Other

 

A commercial loan may be modified through a term extension with a reduction of contractual payments or a change in interest rate. Commercial loan modifications which are not classified as TDRs primarily involve loans on which interest rates were modified to current market rates for similarly situated borrowers who have access to alternative funds or on which TCF received additional collateral or loan conditions. Loan modifications to borrowers who are not experiencing financial difficulties are not included in the following reporting of loan modifications.

 

48



 

Commercial loans that are 90 or more days past due and not well secured at the time of modification remain on non-accrual status. Regardless of whether contractual principal and interest payments are well-secured at the time of modification, equipment finance loans that are 90 or more days past due remain on non-accrual status. All loans modified when on non-accrual status continue to be reported as non-accrual loans until there is sustained repayment performance for six months. At June 30, 2012, over 49% of total commercial TDRs were accruing and TCF was able to recognize all of the contractual interest due on accruing commercial TDRs during the first six months of 2012. Only 7 of the 77 accruing commercial TDRs that were modified during the 15 months preceding June 30, 2012, totaling $12 million, defaulted during the three months ended June 30, 2012.

 

TCF utilizes a multiple note structure as a workout alternative for certain commercial loans. The multiple note structure restructures a troubled loan into two notes. The first note is established at a size and with market terms, that provide reasonable assurance of payment and performance. The second note is generally not reasonably assured of repayment and is typically charged-off. The second note is still outstanding with the borrower, and should the borrower’s financial position improve, may become recoverable. At June 30, 2012, five loans with a contractual balance of $13.6 million and a remaining book balance of $9.8 million had been restructured under this workout alternative.

 

For additional information regarding TCF’s loan modifications refer to Note 7 of the Notes to Consolidated Financial Statements included in Part I, Item 1. Financial Statements.

 

The following table summarizes the balance of accruing modified commercial and leasing and equipment finance loans as of June 30, 2012 and December 31, 2011.

 

 

 

At June 30, 2012

 

 

Commercial

 

Leasing and
Equipment Finance

(Dollars in thousands)

 

Loan Balance

 

60+ Days Delinquent
as a % of Balance

 

Loan Balance

 

60+ Days Delinquent
as a % of Balance

TDRs

 

$

103,056

 

- %

 

$

714

 

- %

Other loan modifications

 

4,627

 

-

 

2,061

 

8.64

Total accruing loan modifications

 

$

107,683

 

-

 

$

2,775

 

6.41

 

 

 

At December 31, 2011

 

 

Commercial

 

Leasing and
Equipment Finance

(Dollars in thousands)

 

Loan Balance

 

60+ Days Delinquent
as a % of Balance

 

Loan Balance

 

60+ Days Delinquent
as a % of Balance

TDRs

 

$

98,448

 

- %

 

$

776

 

- %

Other loan modifications

 

13,318

 

-

 

4,829

 

2.40

Total accruing loan modifications

 

$

111,766

 

-

 

$

5,605

 

2.07

 

 

Non-accrual Loans and Leases

 

Non-accrual loans and leases increased $26.1 million, or 8.8%, from December 31, 2011, primarily due to increases in non-accrual commercial real estate loans and one large lease.  Consumer real estate loans are charged-off to their estimated realizable values less estimated selling costs upon entering non-accrual status. Any necessary additional reserves are established for commercial loans, leasing and equipment finance loans and leases and inventory finance loans when reported as non-accrual. Most of TCF’s non-accrual loans and past due loans are secured by real estate.

 

49



 

Non-accrual loans and leases are summarized in the following table.

 

 

 

At

 

At

 

 

 

June 30,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

Consumer real estate:

 

 

 

 

 

First mortgage lien

 

$

122,406

 

$

129,114

 

Junior lien

 

18,272

 

20,257

 

Total consumer real estate

 

140,678

 

149,371

 

Commercial real estate

 

135,675

 

104,744

 

Commercial business

 

14,540

 

22,775

 

Total commercial

 

150,215

 

127,519

 

Leasing and equipment finance

 

29,429

 

20,583

 

Inventory finance

 

1,900

 

823

 

Other

 

2,204

 

15

 

Total non-accrual loans and leases

 

$

324,426

 

$

298,311

 

 

At June 30, 2012 and December 31, 2011, non-accrual loans and leases included $161.2 million and $130.9 million, respectively, of loans that were modified and categorized as TDRs.  The increase in non-accrual TDRs at June 30, 2012, compared with December 31, 2011, was primarily due to a $22.5 million increase in commercial non-accrual TDRs.

 

Changes in the amount of non-accrual loans and leases for the three and six months ended June 30, 2012 are summarized in the following table.

 

 

 

At or For the Three Months Ended June 30, 2012

(In thousands)

 

Consumer
Real Estate

 

Commercial

 

Leasing and
Equipment
Finance

 

Inventory
Finance

 

Other

 

Total

Balance, beginning of period

$

149,304

 

$

135,677

 

$

20,015

 

$

1,109

 

$

2,838

 

$

308,943

 

Additions

 

56,200

 

35,138

 

16,850

 

3,551

 

-

 

111,739

 

Charge-offs

 

(17,188

)

(8,639

)

(2,158

)

(218

)

(25

)

(28,228

)

Transfers to other assets

 

(24,766

)

(7,431

)

(1,320

)

(594

)

(362

)

(34,473

)

Return to accrual status

 

(20,464

)

-

 

(905

)

(831

)

-

 

(22,200

)

Payments received

 

(2,416

)

(5,247

)

(3,052

)

(1,299

)

(247

)

(12,261

)

Other, net

 

8

 

717

 

(1

)

182

 

-

 

906

 

Balance, end of period

$

140,678

 

$

150,215

 

$

29,429

 

$

1,900

 

$

2,204

 

$

324,426

 

 

 

 

At or For the Six Months Ended June 30, 2012

(In thousands)

 

Consumer
Real Estate

 

Commercial

 

Leasing and
Equipment
Finance

 

Inventory
Finance

 

Other

 

Total

Balance, beginning of period

$

149,371

 

$

127,519

 

$

20,583

 

$

823

 

$

15

 

$

298,311

 

Additions

 

117,877

 

53,041

 

21,505

 

4,982

 

4

 

197,409

 

Charge-offs

 

(33,102

)

(10,101

)

(3,406

)

(219

)

(1,083

)

(47,911

)

Transfers to other assets

 

(47,588

)

(9,074

)

(2,299

)

(753

)

(362

)

(60,076

)

Return to accrual status

 

(40,988

)

(26

)

(1,005

)

(1,424

)

-

 

(43,443

)

Payments received

 

(4,794

)

(8,753

)

(5,948

)

(1,690

)

(278

)

(21,463

)

Other, net

 

(98

)

(2,391

)

(1

)

181

 

3,908

 

1,599

 

Balance, end of period

$

140,678

 

$

150,215

 

$

29,429

 

$

1,900

 

$

2,204

 

$

324,426

 

 

50



 

Allowance for Loan and Lease Losses

 

The determination of the allowance for loan and lease losses is a critical accounting estimate. TCF’s methodologies for determining and allocating the allowance for loan and lease losses focus on ongoing reviews of larger individual loans and leases, historical net charge-offs, delinquencies in the loan and lease portfolio, the level of impaired and non-accrual assets, values of underlying loan and lease collateral, the overall risk characteristics of the portfolios, changes in character or size of the portfolios, geographic location, year of origination, prevailing economic conditions and other relevant factors. The various factors used in the methodologies are reviewed on a periodic basis.

 

TCF considers the allowance for loan and lease losses of $274.2 million appropriate to cover probable losses incurred in the loan and lease portfolios as of June 30, 2012. However, no assurance can be given that TCF will not, in any particular period, sustain loan and lease losses that are sizable in relation to the amount reserved, or that subsequent evaluations of the loan and lease portfolio, in light of factors then prevailing, including economic conditions, and TCF’s ongoing credit review process or regulatory requirements, will not require significant changes in the balance of the allowance for loan and lease losses. Among other factors, a continued economic slowdown, increasing levels of unemployment and/or a decline in commercial or residential real estate values in TCF’s markets may have an adverse impact on the current adequacy of the allowance for loan and lease losses by increasing credit risk and the risk of potential loss.

 

The total allowance for loan and lease losses is generally available to absorb losses from any segment of the portfolio. The allocation of TCF’s allowance for loan and lease losses disclosed in the following table is subject to change based on changes in the criteria used to evaluate the allowance and is not necessarily indicative of the trend of future losses in any particular portfolio.

 

In conjunction with Note 7 of the Notes to Consolidated Financial Statements included in Part I, Item 1. Financial Statements, the following table includes detailed information regarding TCF’s allowance for loan and lease losses.

 

 

 

At June 30, 2012

 

At December 31, 2011

 

 

 

 

 

Total Loans

 

Allowance as

 

 

 

Total Loans

 

Allowance as

 

(Dollars in thousands)

 

Allowance

 

and Leases

 

a % of Balance

 

Allowance

 

and Leases

 

a % of Balance

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

First mortgage lien

 

$   119,177

 

$   4,610,837

 

2.58 %

 

$    115,740

 

$   4,742,423

 

2.44 %

 

Junior lien

 

68,910

 

2,200,947

 

3.13

 

67,695

 

2,152,868

 

3.14

 

Consumer real estate

 

188,087

 

6,811,784

 

2.76

 

183,435

 

6,895,291

 

2.66

 

Commercial

 

50,699

 

3,523,070

 

1.44

 

46,954

 

3,449,492

 

1.36

 

Leasing and equipment finance

 

25,450

 

3,151,105

 

.81

 

21,173

 

3,142,259

 

.67

 

Inventory finance

 

7,072

 

1,457,263

 

.49

 

2,996

 

624,700

 

.48

 

Auto finance

 

1,951

 

262,188

 

.74

 

-

 

3,628

 

-

 

Other

 

902

 

29,094

 

3.10

 

1,114

 

34,885

 

3.19

 

Total allowance for loan and lease losses

 

$   274,161

 

$ 15,234,504

 

1.80

 

$    255,672

 

$ 14,150,255

 

1.81

 

 

The increase in the allowance from December 31, 2011, in inventory finance and auto finance was primarily due to increased loan balances and the related reserves.  At June 30, 2012, the allowance as a percent of total loans and leases was 1.8%, compared with 1.81% at December 31, 2011. The decrease in the allowance as a percent of total loans and leases was primarily due to loan growth in the high credit quality inventory finance portfolio.  The increase in allowance for the consumer real estate portfolio was primarily due to increases in the provision for credit losses as a result of increased reserves for TDRs.  The level of commercial lending allowances is generally volatile due to reserves for specific loans based on individual facts and collateral values as loans migrate to classified commercial loans or to non-accrual.  Charge-offs are taken against such specific reserves.  The increase in the allowance for commercial loans from December 31, 2011 was primarily due to increased provision expense in the commercial real estate portfolio.

 

51



 

The following tables set forth additional information regarding net charge-offs:

 

 

 

Three Months Ended

 

 

 

June 30, 2012

 

 

June 30, 2011

 

 

 

Net

 

Loss

 

 

Net

 

Loss

 

(Dollars in thousands)

 

Charge-offs

 

Rate (1)

 

 

Charge-offs

 

Rate (1)

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

First mortgage liens

$

18,369

 

1.58

 %

$

21,593

 

1.78 %

 

Junior liens

 

16,487

 

3.07

 

 

15,078

 

2.75

 

Total consumer real estate

 

34,856

 

2.05

 

 

36,671

 

2.09

 

Commercial real estate

 

8,492

 

1.05

 

 

2,090

 

.25

 

Commercial business

 

(37)

 

(.06

)

 

594

 

.78

 

Total commercial

 

8,455

 

.97

 

 

2,684

 

.30

 

Leasing and equipment finance

 

1,173

 

.15

 

 

3,478

 

.45

 

Inventory finance

 

225

 

.06

 

 

328

 

.13

 

Auto Finance

 

81

 

.14

 

 

-

 

-

 

Other

 

69

 

N.M

.

 

684

 

N.M.

 

Total

$

44,859

 

1.18

 %

$

43,845

 

1.19 %

 

 

 

 

Six Months Ended

 

 

 

June 30, 2012

 

 

June 30, 2011

 

 

 

Net

 

Loss

 

 

Net

 

Loss

 

(Dollars in thousands)

 

Charge-offs

 

Rate (1)

 

 

Charge-offs

 

Rate (1)

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

First mortgage liens

$

37,895

 

1.62

 %

$

43,543

 

1.80 %

 

Junior liens

 

32,650

 

3.05

 

 

28,431

 

2.56

 

Total consumer real estate

 

70,545

 

2.07

 

 

71,974

 

2.04

 

Commercial real estate

 

9,464

 

.59

 

 

16,571

 

1.00

 

Commercial business

 

515

 

.41

 

 

3,891

 

2.53

 

Total commercial

 

9,979

 

.57

 

 

20,462

 

1.13

 

Leasing and equipment finance

 

1,324

 

.08

 

 

6,267

 

.41

 

Inventory finance

 

868

 

.13

 

 

536

 

.12

 

Auto Finance

 

83

 

.11

 

 

-

 

-

 

Other

 

994

 

N.M

.

 

418

 

N.M.

 

Total

$

83,793

 

1.12

 %

$

99,657

 

1.35 %

 

(1) Represents the ratio of net charge-offs to average loans and leases, annualized.

N.M. Not Meaningful.

 

For the six months ended June 30, 2012, commercial net charge-offs decreased $10.5 million, compared with the same 2011 period. The decrease in net charge-offs was primarily due to a reduction in net charge-offs on office buildings and apartments.  Leasing and equipment finance net charge-offs for the six months ended June 30, 2012 decreased $4.9 million, compared with the same 2011 period, primarily due to decreases in the small ticket and middle market segments, as customer performance continued to improve in these areas.

 

52



 

Other Real Estate Owned and Repossessed and Returned Assets

 

Other real estate owned and repossessed and returned equipment are summarized in the following table.

 

 

 

At

 

At

 

 

 

June 30,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

Other real estate owned: (1)

 

 

 

 

 

Residential real estate

$

83,176

$

87,792

 

Commercial real estate

 

42,700

 

47,106

 

Total other real estate owned

 

125,876

 

134,898

 

Repossessed and returned assets

 

5,280

 

4,758

 

Total other real estate owned and repossessed and returned equipment

$

131,156

$

139,656

 

(1) Includes properties owned and foreclosed properties subject to redemption.

 

Other real estate owned is recorded at the lower of cost or fair value less estimated costs to sell the property. At June 30, 2012, TCF owned 426 consumer real estate properties that were not subject to redemption, a decrease of 39 from December 31, 2011, as a result of the sale of 564 properties exceeding 525 property additions. The average length of time to sell consumer real estate properties during the second quarter of 2012 was 6.1 months from the date they were no longer subject to customer redemption.

 

The changes in the amount of other real estate owned for the three and six months ended June 30, 2012 are summarized in the following tables.

 

 

 

At or For the Three Months Ended June 30, 2012

 

(In thousands)

 

Consumer

 

Commercial

 

Total

 

Balance, beginning of period

$

84,996

$

42,232

$

127,228

 

Transferred in, net of charge-offs

 

26,308

 

7,431

 

33,739

 

Sales

 

(25,340

)

(4,108

)

(29,448

)

Write-downs

 

(2,880

)

(3,357

)

(6,237

)

Other, net

 

92

 

502

 

594

 

Balance, end of period

$

83,176

$

42,700

$

125,876

 

 

 

 

At or For the Six Months Ended June 30, 2012

 

(In thousands)

 

Consumer

 

Commercial

 

Total

 

Balance, beginning of period

$

87,792

$

47,106

$

134,898

 

Transferred in, net of charge-offs

 

51,473

 

7,890

 

59,363

 

Sales

 

(51,332

)

(6,717

)

(58,049

)

Write-downs

 

(5,434

)

(6,070

)

(11,504

)

Other, net

 

677

 

491

 

1,168

 

Balance, end of period

$

83,176

$

42,700

$

125,876

 

 

Deposits

 

Checking, savings and money market deposits are an important source of low-cost funds and fee income for TCF. Deposits totaled $13.7 billion at June 30, 2012, an increase of $1.5 billion, or 12.3%, from December 31, 2011. On June 1, 2012, TCF Bank assumed approximately $778 million of deposits from Prudential Bank & Trust, FSB (“PB&T”). The deposits consist primarily of IRA accounts with certificates of deposit or checking accounts and IRA related brokerage sweep accounts gathered by PB&T through their relationship with Prudential Retirement. The average interest cost of deposits in both the second quarter and first six months of 2012 was .31%, down 7 basis points and 9 basis points, respectively, from the same periods in 2011 and up 1 basis point from the first quarter of 2012. Decreases in the average interest cost of deposits from the second quarter and first six months of 2011 were primarily due to pricing strategies on certain deposit products, partially offset by changes in deposit mix. TCF’s weighted-average interest rate on deposits, including non-interest bearing deposits, was .35% at June 30, 2012 and .29% December 31, 2011.

 

53



 

Borrowings and Liquidity

 

During June 2012, TCF Bank issued $110 million of subordinated notes at a price to investors of 99.086% of par, which will be due on June 8, 2022. The subordinated notes bear interest at a fixed rate of 6.25% until maturity. The notes qualify as Tier 2 or supplementary capital for regulatory purposes, subject to certain limitations. TCF Bank intends to use the proceeds for general corporate purposes.

 

In 2008, TCF Capital I, a statutory trust formed under the laws of the state of Delaware and wholly-owned finance subsidiary of TCF issued 10.75% preferred junior subordinated notes (the “Trust Preferred Securities”). During June 2012, TCF announced that it had submitted a redemption notice to the property trustee for full redemption of the $115 million of 10.75% Trust Preferred Securities.  The determination to redeem the Trust Preferred Securities followed a notice of proposed rulemaking, approved for publication in the Federal Register by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) on June 7, 2012, which would phase out the Tier 1 capital treatment of the Trust Preferred Securities. TCF has determined that the Federal Reserve’s approval for publication of the notice of proposed rulemaking constituted a “capital treatment event” (as defined in the indenture governing the Trust Preferred Securities), which allows TCF to redeem the Trust Preferred Securities.  The Trust Preferred Securities will be redeemed on July 30, 2012 at the redemption price of $25 per Trust Preferred Security plus accumulated and unpaid distributions to the redemption date. The redemption will be funded with a portion of the net proceeds from TCF’s offering of depositary shares, each representing a 1/1,000th interest in a share of TCF’s Series A Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $.01 per share, which closed on June 25, 2012.

 

Borrowings totaled $2.1 billion at June 30, 2012, down $2.3 billion from December 31, 2011. The weighted-average rate on borrowings was 2.14% at June 30, 2012, compared with 4.26% at December 31, 2011. Historically, TCF has borrowed primarily from the Federal Home Loan Bank (“FHLB”) of Des Moines, from institutional sources under repurchase agreements and from other sources. At June 30, 2012, TCF had $2.7 billion in unused, secured borrowing capacity at the FHLB of Des Moines.

 

At June 30, 2012, TCF, through its indirect subsidiary TCF Commercial Finance Canada, Inc., had $30.5 million available under a Canadian-denominated line of credit facility. Advances under this credit facility are fully collateralized by pledged securities, and TCF Commercial Finance Canada, Inc. could draw $9.8 million on the unused credit line without additional collateral being pledged.

 

At June 30, 2012, interest-bearing deposits held at the Federal Reserve and unencumbered securities were $1.1 billion, an increase of $395 million from the second quarter of 2011 and a decrease of $273 million from December 31, 2011.

 

See Note 10 of the Notes to Consolidated Financial Statements included in Part 1, Item 1. Financial Statements for additional information regarding TCF’s long-term borrowings.

 

54



 

Contractual Obligations and Commitments

 

TCF has certain obligations and commitments to make future payments under contracts. At June 30, 2012, the aggregate contractual obligations (excluding demand deposits) and commitments are as follows.

 

(In thousands)

 

Payments Due by Period

 

 

 

 

 

Less than

 

1-3

 

3-5

 

More than

 

Contractual Obligations

 

Total

 

1 year

 

years

 

years

 

5 years

 

Total borrowings

 

$

2,083,410

 

$

291,259

 

$

1,293,530

 

$

386,853

 

$

111,768

 

Time deposits

 

1,894,711

 

1,294,958

 

482,828

 

41,994

 

74,931

 

Annual rental commitments under non-cancelable operating leases

 

211,624

 

26,599

 

54,704

 

46,502

 

83,819

 

Contractual interest payments(1)

 

166,505

 

50,873

 

50,945

 

26,791

 

37,896

 

Campus marketing agreements

 

45,138

 

3,995

 

6,957

 

6,004

 

28,182

 

Construction contracts and land purchase commitments for future branch sites

 

1,551

 

1,551

 

-

 

-

 

-

 

Total

 

$

4,402,939

 

$

1,669,235

 

$

1,888,964

 

$

508,144

 

$

336,596

 

 

(In thousands)

 

Amount of Commitment - Expiration by Period

 

 

 

 

 

Less than

 

1-3

 

3-5

 

More Than

 

Commitments

 

Total

 

1 year

 

years

 

years

 

5 years

 

Commitments to lend:

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate and other

 

$

1,188,154

 

$

67,628

 

$

92,307

 

$

92,781

 

$

935,438

 

Commercial

 

312,014

 

161,755

 

98,575

 

13,345

 

38,339

 

Leasing and equipment finance

 

207,775

 

207,775

 

-

 

-

 

-

 

Total commitments to lend

 

1,707,943

 

437,158

 

190,882

 

106,126

 

973,777

 

Standby letters of credit and guarantees on  industrial revenue bonds

 

26,977

 

17,388

 

9,354

 

235

 

-

 

Total

 

$

1,734,920

 

$

454,546

 

$

200,236

 

$

106,361

 

$

973,777

 

 

(1) Includes accrued interest and future contractual interest obligations on borrowings and deposits.

 

Unrecognized tax benefits, projected benefit obligations and demand deposits with indeterminate maturities have been excluded from the contractual obligations presented above.

 

Campus marketing agreements consist of fixed or minimum obligations for exclusive marketing and naming rights with six campuses. TCF is obligated to make various annual payments for these rights in the form of royalties and scholarships through 2029.  TCF also has various renewal options, which may extend the terms of these agreements. Campus marketing agreements are an important element of TCF’s campus banking strategy.

 

Commitments to extend credit are agreements to lend provided there is no violation of any condition in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral to secure these commitments predominantly consists of residential and commercial real estate. The credit facilities established for inventory finance customers are discretionary credit arrangements which do not obligate TCF to lend.

 

Standby letters of credit and guarantees on industrial revenue bonds are conditional commitments issued by TCF guaranteeing the performance of a customer to a third party. These conditional commitments expire in various years through 2016. Collateral held primarily consists of commercial real estate mortgages. Since the conditions under which TCF is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

 

55



 

Equity

 

Total equity at June 30, 2012 was $1.8 billion, or 9.83% of total assets, compared with $1.9 billion, or 9.9% of total assets, at December 31, 2011. On June 25, 2012, TCF completed the public offering of depositary shares, each representing a 1/1,000th interest in a share of the Series A Preferred Stock.  In connection with the offering, TCF issued 6,900,000 depositary shares, including 900,000 depositary shares issued pursuant to the full exercise of the underwriters’ over-allotment option, at a public offering price of $25 per depositary share.  Dividends will be payable on the Preferred Stock when, as and if declared by TCF’s Board of Directors on a non-cumulative basis on March 1, June 1, September 1, and December 1 of each year, commencing on September 1, 2012, at a per annum rate of 7.5%. Net proceeds of the offering to TCF, after deducting underwriting discounts and commissions and estimated offering expenses of $5.8 million, were $166.7 million.

 

Dividends to common stockholders on a per share basis totaled 5 cents for each of the quarters ended June 30, 2012 and June 30, 2011. TCF’s dividend payout ratio was 25.3% for the quarter ended June 30, 2012. The Company’s primary funding sources for dividends are earnings and dividends received from TCF Bank.

 

At June 30, 2012, TCF had 5.4 million shares remaining in its stock repurchase program authorized by its Board of Directors.

 

Tangible realized common equity at June 30, 2012 was $1.3 billion, or 7.5% of total tangible assets, compared with $1.6 billion, or 8.4% of total tangible assets, at December 31, 2011.  Tangible realized common equity is a non-GAAP measure and represents common equity less goodwill, other intangible assets, accumulated other comprehensive income and non-controlling interest in subsidiaries. Tangible assets represent total assets less goodwill and other intangible assets. Management reviews tangible realized common equity to tangible assets as an ongoing measure and has included this information because of current interest by investors, rating agencies and banking regulators. The methodology for calculating tangible realized common equity may vary between companies.

 

The following table is a reconciliation of the non-GAAP measure of tangible realized common equity to tangible assets to the GAAP measure of total equity to total assets.

 

 

 

At June 30,

 

At December 31,

 

(Dollars in thousands)

 

2012

 

2011

 

Computation of total equity to total assets:

 

 

 

 

 

Total equity

 

$

1,755,908

 

$

1,878,627

 

Total assets

 

17,870,597

 

18,979,388

 

Total equity to total assets

 

9.83

 %

9.90

 %

 

 

 

 

 

 

Computation of tangible realized common equity to tangible assets:

 

 

 

 

 

Total equity

 

$

1,755,908

 

$

1,878,627

 

Less: Non-controlling interest in subsidiaries

 

14,937

 

10,494

 

Total TCF Financial Corporation stockholders’ equity

 

1,740,971

 

1,868,133

 

Less:

 

 

 

 

 

Preferred Stock

 

166,721

 

-

 

Goodwill

 

225,640

 

225,640

 

Other intangibles

 

9,516

 

7,134

 

Accumulated other comprehensive income

 

15,703

 

56,826

 

Tangible realized common equity

 

$

1,323,391

 

$

1,578,533

 

 

 

 

 

 

 

Total assets

 

$

17,870,597

 

$

18,979,388

 

Less:

 

 

 

 

 

Goodwill

 

225,640

 

225,640

 

Other intangibles

 

9,516

 

7,134

 

Tangible assets

 

$

17,635,441

 

$

18,746,614

 

 

 

 

 

 

 

Tangible realized common equity to tangible assets

 

7.50

 %

8.42

 %

 

56



 

Total Tier 1 capital at June 30, 2012 was $1.5 billion, or 10.53% of risk-weighted assets, compared with $1.7 billion, or 12.67% of risk-weighted assets at December 31, 2011. Tier 1 common capital at June 30, 2012 was $1.3 billion, or  9.26% of risk-weighted assets, compared with $1.6 billion, or 11.74% of risk-weighted assets at December 31, 2011.

 

In contrast to GAAP-basis measures, the total Tier 1 common risk-based capital ratio excludes the effect of qualifying trust preferred securities, qualifying non-controlling interest in subsidiaries and cumulative perpetual preferred stock. Management reviews the total Tier 1 common risk-based capital ratio as an ongoing measure and has included this information because of current interest by investors, rating agencies and banking regulators. The methodology for calculating total Tier 1 common capital may vary between companies.

 

The following table is a reconciliation of the non-GAAP measure of total Tier 1 common risk-based capital ratio to the GAAP measure of total Tier 1 risk-based capital ratio.

 

 

 

At

 

At

 

 

 

June 30,

 

December 31,

 

(In thousands)

 

2012

 

2011

 

Tier 1 risk-based capital ratio:

 

 

 

 

 

Total Tier 1 capital

 

$

1,508,176

 

$

1,706,926

 

Total risk-weighted assets

 

14,319,406

 

13,475,330

 

Total Tier 1 risk-based capital ratio

 

10.53

 %

12.67

 %

 

 

 

 

 

 

Tier 1 common risk-based capital ratio:

 

 

 

 

 

Total Tier 1 capital

 

$

1,508,176

 

$

1,706,926

 

Less:

 

 

 

 

 

Preferred stock

 

166,721

 

-

 

Qualifying non-controlling interest in subsidiaries

 

14,937

 

10,494

 

Qualifying trust preferred securities

 

-

 

115,000

 

Total Tier 1 common capital

 

$

1,326,518

 

$

1,581,432

 

Total Tier 1 common risk-based capital ratio

 

9.26

 %

11.74

 %

 

RECENT ACCOUNTING DEVELOPMENTS

 

On December 23, 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (Topic 220), which defers the requirement to present the reclassification amounts from other comprehensive income to net income as a separate component on the income statement.  The remaining requirements of ASU No. 2011-05 were adopted in TCF’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

 

On December 16, 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210), which requires companies that have financial and derivative instruments subject to a master netting agreement to disclose the gross amount of the financial assets and liabilities, the amounts that are offset on the balance sheet, the net amounts presented, and the amounts subject to a master netting arrangement that are not offset.  The adoption of ASU will be required for TCF’s Quarterly Report on Form 10-Q for the first quarter of 2013, with retrospective application and is not expected to have a material impact on TCF.

 

57



 

LEGISLATIVE AND REGULATORY DEVELOPMENTS

 

Federal and state legislation imposes numerous legal and regulatory requirements on financial institutions. Future legislative or regulatory change, or changes in enforcement practices or court rulings, may have a dramatic and potentially adverse impact on TCF and its bank and other subsidiaries.

 

Bank Secrecy Act Consent Order

 

TCF is currently subject to a Consent Order with the OCC relating to its Bank Secrecy Act (“BSA”) compliance. The Consent Order does not call for the payment of a civil money penalty; however, the OCC has issued a written notice to TCF related to TCF’s BSA compliance deficiencies. After the OCC’s review of TCF’s response to the notice, the OCC may impose a penalty related to these findings.

 

Federal Reserve Notice of Proposed Rulemaking

 

The Board of Governors of the Federal Reserve System on June 7, 2012 approved for publication in the federal register three related notices of proposed rulemaking (the “Notices”) relating to the implementation of revised capital rules to reflect the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as the Basel III international capital standards. Among other things, if adopted as proposed, the Notices establish a new capital standard consisting of common equity tier 1 capital; increase the capital ratios required for certain existing capital categories and add a requirement for a capital conservation buffer (failure to meet these standards would result in limitations on capital distributions as well as executive bonuses); and add more conservative standards for including securities in regulatory capital, which would phase-out trust preferred securities as a component of tier 1 capital commencing January 1, 2013. In addition, the Notice contemplated the deduction of more assets from regulatory capital and revisions to the methodologies for determining risk weighted assets, including applying a more risk-sensitive treatment to residential mortgage exposures and to past due or nonaccrual loans. The Notices provide for various phase-in periods over the next several years. TCF will be subject to many provisions in the Notices, but until final rules are issued TCF cannot predict the actual effect.

 

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT

 

Any statements contained in this Quarterly Report on Form 10-Q regarding the outlook for the Company’s businesses and their respective markets, such as projections of future performance, guidance, statements of the Company’s plans and objectives, forecasts of market trends and other matters, are forward-looking statements based on the Company’s assumptions and beliefs. Such statements may be identified by such words or phrases as “will likely result,” “are expected to,” “will continue,” “outlook,” “will benefit,” “is anticipated,” “estimate,” “project,” “management believes” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these statements, TCF claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events.

 

Certain factors could cause the Company’s future results to differ materially from those expressed or implied in any forward-looking statements contained in this Quarterly Report on Form 10-Q.  These factors include the factors discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 under the heading “Risk Factors,” the factors discussed below and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive.

 

Adverse Economic or Business Conditions, Credit and Other Risks.  Deterioration in general economic and banking industry conditions, including defaults, anticipated defaults or rating agency downgrades of sovereign debt (including debt of the U.S.), or continued high rates of or increases in unemployment in TCF’s primary banking markets; adverse economic, business and competitive developments such as shrinking interest margins, deposit outflows, deposit account attrition or an inability to increase the number of deposit accounts; adverse changes in credit quality and other risks posed

 

58



 

by TCF’s loan, lease, investment and securities available for sale portfolios, including declines in commercial or residential real estate values or changes in the allowance for loan and lease losses dictated by new market conditions or regulatory requirements; interest rate risks resulting from fluctuations in prevailing interest rates or other factors that result in a mismatch between yields earned on TCF’s interest-earning assets and the rates paid on its deposits and borrowings; foreign currency exchange risks; counterparty risk, including the risk of defaults by our counterparties or diminished availability of counterparties who satisfy our credit quality requirements; decreases in demand for the types of equipment that TCF leases or finances; limitations on TCF’s ability to attract and retain manufacturers and dealers to expand the inventory finance business.

 

Legislative and Regulatory Requirements.  New consumer protection and supervisory requirements and regulations, including those resulting from action by the Consumer Financial Protection Bureau and changes in the scope of Federal preemption of state laws that could be applied to national banks; the imposition of requirements with an adverse impact relating to TCF’s lending, loan collection and other business activities as a result of the Dodd-Frank Act, or other legislative or regulatory developments such as mortgage foreclosure moratorium laws or imposition of underwriting or other limitations that impact the ability to use certain variable-rate products; impact of legislative, regulatory or other changes affecting customer account charges and fee income; changes to bankruptcy laws which would result in the loss of all or part of TCF’s security interest due to collateral value declines; deficiencies in TCF’s compliance under the Bank Secrecy Act in past or future periods, which may result in regulatory enforcement action including monetary penalties; increased health care costs resulting from Federal health care reform legislation; adverse regulatory examinations and resulting enforcement actions or other adverse consequences such as increased capital requirements or higher deposit insurance assessments; heightened regulatory practices, requirements or expectations, including, but not limited to, requirements related to the Bank Secrecy Act and anti-money laundering compliance activity.

 

Earnings/Capital Risks and Constraints, Liquidity Risks.  Limitations on TCF’s ability to pay dividends or to increase dividends because of financial performance deterioration, regulatory restrictions or limitations; increased deposit insurance premiums, special assessments or other costs related to adverse conditions in the banking industry, the economic impact on banks of the Dodd-Frank Act and other regulatory reform legislation; the impact of financial regulatory reform, including the phase out of trust preferred securities in tier 1 capital called for by the Dodd-Frank Act, or additional capital, leverage, liquidity and risk management requirements or changes in the composition of qualifying regulatory capital (including those resulting from U.S. implementation of Basel III requirements); adverse changes in securities markets directly or indirectly affecting TCF’s ability to sell assets or to fund its operations; diminished unsecured borrowing capacity resulting from TCF credit rating downgrades and unfavorable conditions in the credit markets that restrict or limit various funding sources; costs associated with new regulatory requirements or interpretive guidance relating to liquidity; uncertainties relating to customer opt-in preferences with respect to overdraft fees on point of sale and ATM transactions or the success of TCF’s reintroduction of the Free Checking product which may have an adverse impact on TCF’s fee revenue; uncertainties relating to future retail deposit account changes, including limitations on TCF’s ability to predict customer behavior and the impact on TCF’s fee revenues.

 

Competitive Conditions; Supermarket Branching Risk; Growth Risks.  Reduced demand for financial services and loan and lease products; adverse developments affecting TCF’s supermarket banking relationships or any of the supermarket chains in which TCF maintains supermarket branches including the announcement on July 11, 2012 by SUPERVALU that it is exploring strategic alternatives; customers completing financial transactions without using a bank; the effect of any negative publicity; slower than anticipated growth in existing or acquired businesses; inability to successfully execute on TCF’s growth strategy through acquisitions or cross-selling opportunities; failure to expand or diversify TCF’s balance sheet through programs or new opportunities; failure to successfully attract and retain new customers; product additions and addition of distribution channels (or entry into new markets) for existing products.

 

Technological and Operational Matters.  Technological or operational difficulties, loss or theft of information, counterparty failures and the possibility that deposit account losses (fraudulent checks, etc.) may increase; failure to keep pace with technological change.

 

Litigation Risks.  Results of litigation, including class action litigation concerning TCF’s lending or deposit activities including account servicing processes or fees or charges, or employment practices, and possible increases in indemnification obligations for certain litigation against Visa U.S.A. and potential reductions in card revenues resulting from such litigation or other litigation against Visa.

 

59



 

Accounting, Audit, Tax and Insurance Matters.  Changes in accounting standards or interpretations of existing standards; federal or state monetary, fiscal or tax policies, including adoption of state legislation that would increase state taxes; ineffective internal controls; adverse state or Federal tax assessments or findings in tax audits; lack of or inadequate insurance coverage for claims against TCF; potential for claims and legal action related to TCF’s fiduciary responsibilities.

 

60



 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

TCF’s results of operations depend to a large degree on its net interest income and its ability to manage interest-rate risk. Although TCF manages other risks, such as credit risk, liquidity risk, operational and other risks, in the normal course of its business, the Company considers interest-rate risk to be one of its most significant market risks. Since TCF does not hold a trading portfolio, the Company is not exposed to market risk from trading activities. A mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest-rate risk. TCF, like most financial institutions, has material interest-rate risk exposure to changes in both short-term and long-term interest rates, as well as variable interest rate indices (e.g., the prime rate).

 

TCF’s Asset/Liability Management Committee manages TCF’s interest-rate risk based on interest rate expectations and other factors. The principal objective of TCF’s asset/liability management activities is to provide maximum levels of net interest income while maintaining acceptable levels of interest-rate risk and liquidity risk and facilitating the funding needs of the Company.

 

TCF utilizes net interest income simulation models to estimate the near-term effects (next 1-2 years) of changing interest rates on its net interest income. Net interest income simulation involves forecasting net interest income under a variety of scenarios, including the level of interest rates, the shape of the yield curve, and spreads between market interest rates. At June 30, 2012, net interest income is estimated to increase by 2.1%, compared with the base case scenario, over the next 12 months if short- and long-term interest rates were to sustain an immediate increase of 100 basis points.

 

Management exercises its best judgment in making assumptions regarding events that management can influence, such as non-contractual deposit repricings and events outside management’s control, such as customer behavior on loan and deposit activity and the effect that competition has on both loan and deposit pricing. These assumptions are inherently uncertain and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude and frequency of interest rate changes, changes in market conditions, customer behavior and management strategies, among other factors.

 

In addition to the net interest income simulation model, management utilizes an interest rate gap measure (difference between interest-earning assets and interest-bearing liabilities re-pricing 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 (large quarterly changes may occur related to these items), 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.

 

TCF’s one-year interest rate gap was a positive $856.2 million, or 4.8% of total assets, at June 30, 2012, compared with a positive $2.1 billion, or 10.9% of total assets, at December 31, 2011. The change in the gap from year-end is primarily due to the balance sheet repositioning and having more short-term and variable-rate borrowings, along with a smaller mortgage-backed securities portfolio.  A positive interest rate gap position exists when the amount of interest-earning assets maturing or re-pricing exceeds the amount of interest-bearing liabilities maturing or re-pricing, including assumed prepayments, within a particular time period.  A negative interest rate gap position exists when the amount of interest-bearing liabilities maturing or re-pricing exceeds the amount of interest-earning assets maturing or re-pricing, including assumed prepayments, within a particular time period.

 

TCF estimates that an immediate 50 basis point decrease in current mortgage loan interest rates would increase prepayments on the $5.1 billion of fixed rate consumer real estate loans and fixed-rate mortgage-backed securities at June 30, 2012, by approximately $124 million, or 22.8%, in the first year. An increase in prepayment would decrease the estimated life of the portfolios and may adversely impact net interest income or net interest margin in the future.  Although prepayments on fixed-rate portfolios are currently at a relatively low level, TCF estimates that an immediate 100 basis point increase in current mortgage loan interest rates would decrease prepayments on the fixed-rate mortgage-backed securities, residential real estate loans and consumer loans at June 30, 2012, by approximately $134 million, or 24.7%, in the first year. A slowing in prepayments would increase the estimated life of the portfolios and may favorably impact net interest income or net interest margin in the future. The level of prepayments that would actually occur in any scenario will be impacted by factors other than interest rates.  Such factors include lenders’ willingness to lend funds, which can be

 

61



 

impacted by the value of assets underlying loans and leases.

 

Item 4. Controls and Procedures

 

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (Principal Executive Officer), the Company’s Chief Financial Officer (Principal Financial Officer) and its Controller and Managing Director of Corporate Development (Principal Accounting Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2012.

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by TCF in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer (Principal Executive Officer), the Chief Financial Officer (Principal Financial Officer) and the Controller and Managing Director of Corporate Development (Principal Accounting Officer), as appropriate, to allow for timely decisions regarding required disclosure.  TCF’s disclosure controls also include internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and that transactions are properly recorded and reported.

 

Any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  The design of a control system inherently has limitations, and the benefits of controls must be weighed against their costs.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  Therefore, no assessment of a cost-effective system of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

 

Changes in Internal Control Over Financial Reporting

 

The company implemented new software supporting the documentation of its external financial reporting and transferred reporting capabilities of certain management reporting systems during the quarter.  The impacted systems include new operational controls and procedures and were tested as part of the development and conversion process.

 

The company implemented an outsourced deposit activity system during the quarter to support the deposits assumed in the Prudential Bank & Trust, FSB transaction.  The new system includes new operational and accounting controls and procedures that were tested and reconciled as part of the implementation process.

 

62



 

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Supplementary Information

 

The selected quarterly financial data presented below should be read in conjunction with the Consolidated Financial Statements and related notes.

 

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

 

 

At

 

At

 

At

 

At

 

At

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands,

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

except per-share data)

 

2012

 

2012

 

2011

 

2011

 

2011

 

SELECTED FINANCIAL CONDITION DATA:

 

 

 

 

 

 

 

 

 

 

 

Total loans and leases

 

$

15,234,504

 

$

15,207,936

 

$

14,150,255

 

$

14,339,715

 

$

14,631,945

 

Securities available for sale

 

757,233

 

728,894

 

2,324,038

 

2,600,806

 

2,463,367

 

Goodwill

 

225,640

 

225,640

 

225,640

 

152,599

 

152,599

 

Total assets

 

17,870,597

 

17,833,457

 

18,979,388

 

19,092,027

 

18,834,416

 

Deposits

 

13,704,306

 

12,759,040

 

12,202,004

 

12,320,502

 

11,939,476

 

Short-term borrowings

 

7,487

 

1,157,189

 

6,416

 

7,204

 

9,514

 

Long-term borrowings

 

2,075,923

 

1,962,053

 

4,381,664

 

4,397,750

 

4,415,362

 

Total equity

 

1,755,908

 

1,549,325

 

1,878,627

 

1,872,044

 

1,769,619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2011

 

2011

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

SELECTED OPERATIONS DATA:

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

198,224

 

$

180,173

 

$

173,434

 

$

176,064

 

$

176,150

 

Provision for credit losses

 

54,106

 

48,542

 

59,249

 

52,315

 

44,005

 

Net interest income after provision for credit losses

 

144,118

 

131,631

 

114,185

 

123,749

 

132,145

 

Non-interest income:

 

 

 

 

 

 

 

 

 

 

 

Fees and other revenue

 

99,767

 

88,734

 

92,448

 

116,108

 

114,369

 

Gain (loss) on securities, net

 

13,116

 

76,611

 

5,842

 

1,648

 

(227

)

Total non-interest income

 

112,883

 

165,345

 

98,290

 

117,756

 

114,142

 

Non-interest expense

 

202,989

 

748,708

 

187,533

 

188,848

 

195,091

 

Income (loss) before income tax expense

 

54,012

 

(451,732

)

24,942

 

52,657

 

51,196

 

Income tax expense (benefit)

 

20,542

 

(170,244

)

7,424

 

19,159

 

19,086

 

Income (loss) after income tax expense (benefit)

 

33,470

 

(281,488

)

17,518

 

33,498

 

32,110

 

Income attributable to non-controlling interest

 

1,939

 

1,406

 

1,075

 

1,243

 

1,686

 

Net income (loss) available to common stockholders

 

31,531

 

(282,894

)

16,443

 

32,255

 

30,424

 

Per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic earnings

 

$

0.20

 

$

(1.78

)

$

0.10

 

$

0.20

 

$

0.19

 

Diluted earnings

 

$

0.20

 

$

(1.78

)

$

0.10

 

$

0.20

 

$

0.19

 

Dividends declared

 

$

0.05

 

$

0.05

 

$

0.05

 

$

0.05

 

$

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL RATIOS:

 

 

 

 

 

 

 

 

 

 

 

Return on average assets (1)

 

.76

 %

(5.96

)%

.37

 %

.71

 %

.68

 %

Return on average common equity (1)

 

8.13

 

(63.38

)

3.55

 

7.12

 

7.00

 

Net interest margin (1)

 

4.86

 

4.14

 

3.92

 

3.96

 

4.02

 

Net charge-offs as a percentage of average loans and leases (1)

 

1.18

 

1.06

 

1.63

 

1.48

 

1.19

 

Average total equity to average assets

 

8.96

 

9.52

 

9.81

 

9.58

 

9.32

 

 

(1) Annualized

 

63



 

PART II – OTHER INFORMATION

 

Item 1. 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 collections activities. TCF may also be subject to enforcement action by federal regulators, including the Securities and Exchange Commission, the Federal Reserve, the Office of the Comptroller of the Currency (“OCC”) and the Consumer Financial Protection Bureau. 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 is subject to such actions brought against it from time to time. Litigation is often unpredictable and the actual results of litigation cannot be determined and therefore the ultimate resolution of a matter and the possible range of loss associated with certain potential outcomes cannot be established. Based on our current understanding of these pending legal proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, would have a material adverse effect on the consolidated financial position, operating results or cash flows of TCF. TCF is also subject to regulatory examinations and TCF’s regulatory authorities may impose sanctions on TCF for a failure to maintain regulatory compliance. TCF is currently subject to a Consent Order with the OCC relating to its Bank Secrecy Act of 1970 (“BSA”) compliance. The OCC has issued a written notice to TCF related to TCF’s past BSA deficiencies. After the OCC’s review of TCF’s response, the OCC may impose a penalty related to these findings.  TCF is currently not able to estimate a reasonable range of losses relating to that possibility.

 

Item 1A. Risk Factors

 

There were no material changes in risk factors for TCF in the quarter covered by this report. You should carefully consider the risks and the risk factors included under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.  TCF’s business, financial condition or results of operations could be materially adversely affected by any of these risks.

 

64



 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table summarizes share repurchase activity for the quarter ended June 30, 2012.

 

 

 

 

 

 

 

Total Number of

 

Maximum Number

 

 

Total Number

 

Average

 

Shares Purchased

 

of Shares that May

 

 

of Shares

 

Price Paid

 

as Part of Publicly

 

Yet Be Purchased

Period

 

Purchased

 

Per Share

 

Announced Plan

 

Under the Plan

April 1 to April 30,

 

 

 

 

 

 

 

 

Share repurchase program (1)

 

-

 

$

-

 

-

 

5,384,130

Employee transactions (2)

 

36,293

 

$

12.02

 

N.A.

 

N.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 1 to May 31,

 

 

 

 

 

 

 

 

Share repurchase program (1)

 

-

 

$

-

 

-

 

5,384,130

Employee transactions (2)

 

2,104

 

$

11.60

 

N.A.

 

N.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 1 to June 30,

 

 

 

 

 

 

 

 

Share repurchase program (1)

 

-

 

$

-

 

-

 

5,384,130

Employee transactions (2)

 

-

 

$

-

 

N.A.

 

N.A.

Total

 

 

 

 

 

 

 

 

Share repurchase program (1)

 

-

 

$

-

 

-

 

5,384,130

Employee transactions (2)

 

38,397

 

$

11.99

 

N.A.

 

N.A.

(1)                      The current share repurchase authorization was approved by the Board of Directors on April 14, 2007 and was announced in a press release dated April 16, 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. TCF has not repurchased shares since October 2007. Future repurchases of shares will be based upon capital levels, growth expectations and market opportunities and may be subject to regulatory approval. The ability to repurchase shares in the future may be adversely affected by new legislation or regulations, or by changes in regulatory policies. This authorization does not have an expiration date.

(2)                      Restricted 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.

N.A.            Not Applicable.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

See Index to Exhibits on page 67 of this report.

 

65



 

SIGNATURES

 

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

 

 

 

TCF FINANCIAL CORPORATION

 

 

 

 

 

 

 

 

 

 

 

/s/ William A. Cooper

 

 

William A. Cooper, Chairman

and Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

/s/ Michael S. Jones

 

 

Michael S. Jones, Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

/s/ David M. Stautz

 

 

David M. Stautz, Senior Vice President,

Controller and Managing Director of Corporate Development

(Principal Accounting Officer)

 

 

Dated: July 26, 2012

 

66



 

TCF FINANCIAL CORPORATION

INDEX TO EXHIBITS

FOR FORM 10-Q

 

Exhibit
Number

 

Description

3(a)#

 

Amended and Restated Certificate of Incorporation of TCF Financial Corporation

 

 

 

4(k)

 

Specimen Common Stock Certificate of TCF Financial Corporation [incorporated by reference to Exhibit 4.3 to TCF Financial Corporation’s Registration Statement on Form S-3ASR filed on May 29, 2012]

 

 

 

4(l)

 

Form of Certificate for Series A Non-Cumulative Perpetual Preferred Stock [incorporated by reference to Exhibit 4.1 to TCF Financial Corporation’s Current Report on Form 8-K filed June 22, 2012]

 

 

 

4(m)

 

Deposit Agreement dated June 25, 2012 by and among TCF Financial Corporation, Computershare Trust Company, N.A. and Computershare Inc. and the holders from time to time of the Depositary Receipts described therein [incorporated by reference to Exhibit 4.1 to TCF Financial Corporation’s Current Report on Form 8-K filed June 25, 2012]

 

 

 

4(n)

 

Form of Depositary Receipt (included as part of Exhibit 4(m)) [incorporated by reference to Exhibit 4.1 to TCF Financial Corporation’s Current Report on Form 8-K filed June 25, 2012]

 

 

 

10(b)-22

 

TCF Financial Incentive Stock Program, as amended and restated April 25, 2012 [incorporated by reference to TCF Financial Corporation’s Current Report on Form 8-K filed April 30, 2012]

 

 

 

10(j)#

 

Directors Stock Grant Program, as amended and restated on April 25, 2012

 

 

 

10(j)-1#

 

Form of Director’s Restricted Stock Agreement dated January 24, 2012

 

 

 

10(j)-2#

 

Form of Deferred Director’s Restricted Stock Agreement dated January 24, 2012

 

 

 

31.1#

 

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2#

 

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1#

 

Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2#

 

Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

99.1

 

Form of Consent Order, dated July 20, 2010, issued by the Comptroller of the Currency in the matter of TCF National Bank [incorporated by reference to Exhibit 99.1 to TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010]

 

 

 

99.2

 

Form of Stipulation and Consent to the Issuance of a Consent Order dated July 20, 2010, issued by the Comptroller of the Currency in the matter of TCF National Bank [incorporated by reference to Exhibit 99.2 to TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010]

 

 

 

101#

 

Financial statements from the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2012, formatted in XBRL: (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Statements of Financial Condition, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements

 

 

#  Filed herewith

 

67