SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange
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For the fiscal year ended December 31, 2001
or
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Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange
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Commission File No. 001-10253
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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41-1591444 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
(Address and Zip Code of principal executive offices)
Registrants telephone number, including area code: 612-661-6500
Securities registered pursuant to Section 12(b) of the Act
(all registered on the New York Stock Exchange):
Common Stock (par value $.01 per share)
Preferred Share Purchase Rights
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities and 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 ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
As of January 31, 2002 the aggregate market value of the voting stock held by nonaffiliates of the registrant, computed by
reference to the average of the high and low prices on such date as reported by the New York Stock Exchange, was
$3,221,179,588.
As of January 31, 2002, there were outstanding 76,602,269 shares of the registrants common stock, par value $.01 per
share, its only outstanding class of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Specific portions of the registrants annual report to shareholders for the year ended December 31, 2001 are incorporated by reference into Parts I, II and IV hereof.
Specific portions of the registrants definitive proxy statement dated March 28, 2002 are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
ITEM 1. BUSINESS
This Annual Report and other reports issued by TCF Financial Corporation (TCF or the Company), including reports filed with the Securities and Exchange Commission, may contain forward-looking statements that deal with future results, plans or performance. In addition, TCFs management may make such statements orally to the media, or to securities analysts, investors or others. Forward-looking statements deal with matters that do not relate strictly to historical facts. TCFs future results may differ materially from historical performance and forward-looking statements about TCFs expected financial results or other plans are subject to a number of risks and uncertainties. These include but are not limited to possible legislative changes and adverse economic, business and competitive developments such as shrinking interest margins; deposit outflows; reduced demand for financial services and loan and lease products; changes in accounting policies and guidelines, or monetary and fiscal policies of the federal government; changes in credit and other risks posed by TCFs loan, lease and investment portfolios; technological, computer-related or operational difficulties; adverse changes in securities markets; results of litigation or other significant uncertainties. The terrorist attacks on September 11, 2001 have had an adverse impact on the United States economy and could have a continuing adverse impact on the economy and the Companys business, most likely by reducing business capital and consumer spending. Such developments could result in decreased demand for TCFs products and services and increased credit losses.
TCF, a Delaware corporation based in Wayzata, Minnesota, with $11.4 billion in assets, is the holding company of two national banks, TCF National Bank operating in Minnesota, Illinois, Michigan, Wisconsin and Indiana and TCF National Bank Colorado operating in Colorado. Unless otherwise indicated, references herein to TCF include its direct and indirect subsidiaries. TCFs subsidiary banks are collectively referred to herein as the TCF Banks. References herein to the Holding Company or TCF Financial refer to TCF Financial Corporation on an unconsolidated basis. Where information is incorporated in this report by reference to TCFs 2001 Annual Report, only those portions specifically identified are so incorporated.
TCFs products include commercial, consumer and residential mortgage loans and deposit products, leasing and equipment finance, discount brokerage and investment and insurance sales. Some of its products, such as its commercial equipment loans and leases, are offered in markets outside areas served by the TCF Banks. TCFs primary focus is the delivery of retail banking products in markets served by the TCF Banks. TCFs strategic emphasis on retail banking has allowed it to fund its assets primarily with retail core deposits, minimize wholesale borrowings and lower its interest-rate risk. TCFs leasing operations have expanded significantly in recent periods. See Corporate Profile on page 21 of TCFs 2001 Annual Report, incorporated herein by reference, for additional information concerning TCFs business and strategies.
TCF significantly expanded its retail banking franchise in recent periods and had 375 retail banking branches at December 31, 2001. Since January 1, 1998, TCF opened 193 new branches, of which 176 were supermarket branches. This expansion includes TCFs January 1998 acquisition of 76 branches and 178 automated teller machines (ATMs) in Jewel-Osco stores in the Chicago, Illinois area. TCF anticipates opening between 25 and 30 new branches during 2002, including approximately 15 new supermarket branches. The success of TCFs de novo branch expansion is dependent on the continued long-term success of branch banking as well as the continued success and viability of TCFs supermarket partners.
TCFs marketing strategy emphasizes attracting retail and commercial deposit accounts. TCF also engages in commercial, residential and consumer lending activities, leasing and equipment financing and in the insurance services business, including the sale of single premium tax-deferred annuities. TCF also has broker-dealer operations selling non-proprietary mutual funds and engaged in discount brokerage activity.
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Non-interest income is a significant source of revenue for TCF and an important factor in TCFs results of operations. Providing a wide range of retail banking services is an integral component of TCFs business philosophy and a major strategy for generating additional non-interest income. See Results of Operations Non-Interest Income on pages 26 through 28, and Forward-Looking Information and Legislative, Legal and Regulatory Developments on page 41 of TCFs 2001 Annual Report, incorporated herein by reference, for additional information.
At December 31, 2001, TCF operated 88 bank branches in Minnesota, 179 in Illinois, 33 in Wisconsin, 57 in Michigan, 13 in Colorado and 5 in Indiana. TCF strives to develop innovative banking products and services. Of TCFs 375 bank branches, 234 were supermarket bank branches at December 31, 2001. These supermarket bank branches provide TCF with the opportunity to sell its consumer products and services, including deposits and loans, at a relatively low entry cost and feature extended hours, including Saturdays, Sundays and holidays. TCFs Totally Free(SM) checking accounts and other deposit products provide it with a significant source of low-interest cost funds and fee income. During 2000, TCF introduced TCFExpress.com, its online banking service for customers. In 2001, TCF expanded online banking services by offering Totally Free Online services through TCFExpress.com. TCF has 1,341 machines in its ATM network at December 31, 2001, generally located in areas served by the TCF Banks, and offers its customers an automated telephone banking system.
Federal legislation imposes numerous legal and regulatory requirements on financial institutions. Among the most significant of these requirements are minimum regulatory capital levels. TCF and the TCF Banks currently exceed all of their current minimum regulatory capital requirements and are considered well-capitalized under guidelines established by the Federal Reserve Board (FRB) and the Office of the Comptroller of the Currency (OCC) pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991. See REGULATION.
As federally chartered national banks, the TCF Banks are subject to regulation and examination by the OCC and, in certain cases, by the Federal Deposit Insurance Corporation (FDIC). The TCF Banks deposits are insured to $100,000 by the FDIC, and as such these institutions are subject to regulations promulgated by the FDIC. The TCF Banks are members of the Federal Home Loan Bank (FHLB) of Des Moines and Topeka, and are also member banks within their respective Federal Reserve districts. TCF Financial is a financial holding company and is subject to regulation and examination by the FRB. See SOURCES OF FUNDS Borrowings and REGULATION Regulation of TCF Financial and Affiliate and Insider Transactions.
General
TCFs lending activities reflect its community banking philosophy, emphasizing loans to individuals and small to medium-sized businesses in its primary market areas in Minnesota, Illinois, Wisconsin, Michigan and Colorado. TCF is also engaged in leasing and equipment financing and has expanded its consumer lending operations in recent years.
See Financial Review Consolidated Financial Condition Analysis - Loans and Leases on pages 31 through 34, Note 6 of Notes to Consolidated Financial Statements on pages 53 through 55 of TCFs 2001 Annual Report, incorporated herein by reference, for additional information regarding TCFs loan and lease portfolios.
TCF makes consumer loans for personal, family or household purposes, such as debt consolidation or the financing of home improvements, automobiles, vacations and education. Consumer loans totaled $2.5 billion at December 31, 2001, with $1.2 billion, or 50%, having fixed interest rates and $1.3 billion, or 50%, having adjustable interest rates.
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TCFs consumer lending activities include primarily home equity real estate secured loans as well as loans secured by personal property and unsecured personal loans. Each of these loan types can be made on an open- or closed-end basis. Consumer loan customers generally have higher debt-to-income ratios, and therefore a higher risk of loss, than residential loan customers. Unlike conventional first mortgage loans, consumer home equity loans also tend to have a higher loan-to-value ratio and do not carry private mortgage insurance. Consumer loans having adjustable interest rates also present a credit risk similar to that posed by residential real estate loans as a result of increased costs to borrowers in the event of a rise in rates (see discussion below under Residential Real Estate Lending). Consumer loans secured by real estate may present additional credit risk in the event of a decline in the value of real estate collateral. Higher loan-to-value ratio consumer loans generally may carry a higher level of credit risk than loans with a lower loan-to-value ratio. Many of these loans are secured by a first lien on the home and include an advance to pay off an existing first lien mortgage loan. A decline in home values may have an adverse impact on TCFs results by increasing credit risk and the risk of potential loss. For additional information on consumer lending, see Financial Review Consolidated Financial Condition Analysis - Loans and Leases on pages 31 through 34 of TCFs 2001 Annual Report, incorporated herein by reference.
TCF originates education loans for resale. TCF had $165.1 million of education loans held for sale at December 31, 2001, compared with $153.2 million at December 31, 2000. TCF generally retains the education loans it originates until they are fully disbursed. Under a forward commitment agreement with the Student Loan Marketing Association (SLMA), TCF can sell the education loans to SLMA once they are fully disbursed, but must sell the education loans to SLMA before they go into repayment status. These loans are originated in accordance with designated guarantor and U.S. Department of Education guidelines and do not involve any independent credit underwriting by TCF. TCFs future education loan origination activity will be dependent on continued support of guaranteed student loan programs by the U.S. Government and TCFs ability to continue to sell such loans to SLMA or other parties. Federal legislation has limited the role of private lenders in originating education loans and has reduced the profitability of this activity, and such legislation may reduce the volume of TCFs education loan originations in future periods.
TCF currently originates longer-term loans on commercial real estate and, to a lesser extent, shorter-term construction loans. TCF is endeavoring to increase its originations of commercial real estate loans to creditworthy borrowers based in its primary markets. At December 31, 2001, adjustable-rate loans represented 81% of commercial real estate loans outstanding. See Financial Review Consolidated Financial Condition Analysis - Loans and Leases on pages 31 through 34 of TCFs 2001 Annual Report, incorporated herein by reference, for additional information regarding the types of properties securing TCFs commercial real estate loans.
At December 31, 2001, TCFs commercial construction and development loan portfolio totaled $178 million. Construction and permanent commercial real estate lending is generally considered to involve a higher level of risk than single-family residential lending due to the concentration of principal in a limited number of loans and borrowers. In addition, the nature of these loans is such that they are generally less predictable and more difficult to evaluate and monitor.
TCF engages in general commercial business lending. Commercial business loans may be secured by various types of business assets, including commercial real estate, and in some cases may be made on an unsecured basis. TCF is seeking to expand its commercial business lending activity and in particular its lending to small and medium-sized businesses. TCFs commercial business lending activities encompass loans with a broad variety of purposes, including working capital loans and loans to finance the purchase of equipment or other acquisitions. As part of its commercial business and commercial real estate lending activities, TCF also issues standby letters of credit. At December 31, 2001, TCF had 90 such standby letters of credit outstanding in the aggregate amount of $12.7 million.
Recognizing the generally increased risks associated with commercial business lending, TCF originates commercial business loans in order to increase its short-term, variable-rate asset base and to contribute to its profitability through the higher rates earned on these loans and the marketing of other bank products. TCF concentrates on originating commercial business loans primarily to middle-market companies based in its primary
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markets with borrowing requirements of less than $15 million. Substantially all of TCFs commercial business loans outstanding at December 31, 2001 were to borrowers based in its primary markets.
TCF provides a broad range of comprehensive lease and equipment finance products addressing the financing needs of diverse companies including large franchise organizations or their franchisees, small businesses, truck and trailer owners and operators and other equipment lessees. At December 31, 2001, TCFs leasing and equipment finance portfolio totaled $956.7 million, including $271.4 million of loans classified as equipment finance loans. TCF entered the leasing business in June 1997 with the purchase of Winthrop Resources Corporation (Winthrop), a financial services company that leases computers, telecommunications equipment, point-of-sale systems and other business-essential equipment to companies nationwide. In September 1999, TCF expanded its leasing operations with the launch of TCF Leasing, Inc. (TCF Leasing), a de novo general equipment leasing business with a focus on middle-market companies, specialty truck and transportation equipment and lease discounting. An economic slowdown in recent periods has had a negative impact on TCFs leasing originations and in credit quality in certain industry segments such as the transportation industry.
TCF internally funds most of its leases, and consequently retains the credit risk on such leases. TCF also may arrange permanent financing of certain leases through non-recourse discounting of lease rentals with various other financial institutions at fixed interest rates. At December 31, 2001, $143.7 million or 20.6% of TCFs lease portfolio was funded on a non-recourse basis with other financial institutions, compared with $165.8 million or 25.4% at December 31, 2000. Proceeds from the assignment of the lease rentals are equal to the present value of the remaining lease payments due under the lease, discounted at the interest rate charged by the other financial institutions. Interest rates for this type of financing are negotiated on a transaction-by-transaction basis and reflect the financial strength of the lease customer, the terms of the lease and the prevailing interest rates. For a lease discounted on a non-recourse basis, the other financial institution has no recourse against TCF unless TCF is in default under the terms of the agreement under which the lease and the leased equipment are assigned to the other financial institution as collateral. The other financial institution may, however, take title to the collateral in the event the customer fails to make lease payments or certain other defaults by the lease customer occur under the terms of the lease. For additional information on leasing and equipment finance, see Financial Review Consolidated Financial Condition Analysis - Loans and Leases on pages 31 through 34 of TCFs 2001 Annual Report, incorporated herein by reference.
Included in the leasing and equipment finance portfolio at December 31, 2001 is an investment in a leveraged lease representing a 100% equity interest in a Boeing 767 aircraft on lease to Delta Airlines in the United States. The aircraft is in service, the lessee is current on the lease payments and the lease expires in 2010. This lease represents TCFs only material direct exposure to the commercial airline industry.
TCFs residential mortgage loan originations (first mortgage loans for financing one- to four-family homes) are predominantly secured by properties in Minnesota, Illinois, Wisconsin and Michigan. TCF engages in both adjustable-rate and fixed-rate residential mortgage lending. Adjustable-rate residential mortgage loans held in TCFs portfolio totaled $1.2 billion at December 31, 2001, compared with $2.1 billion at December 31, 2000. TCF Mortgage Corporation (TCF Mortgage), a wholly owned subsidiary, originates loans directly and also purchases loans.
TCF Mortgage sells residential mortgages in the secondary market, primarily on a nonrecourse basis. TCF Mortgage retains servicing rights for the majority of the loans it sells into the secondary market. These sales provide additional funds for loan originations and also generate fee income. TCF Mortgage may also from time to time purchase or sell servicing rights on residential mortgage loans. At December 31, 2001, 2000 and 1999, TCF Mortgage serviced residential mortgage loans for others totaling $4.7 billion, $4 billion and $2.9 billion, respectively. During 2000, TCF purchased bulk servicing rights on $933 million of residential mortgage loans at a cost of $13.8 million. During 1999, TCF sold bulk servicing rights on $344.6 million of loans serviced for others at a net gain of $3.1 million. No bulk servicing purchases occurred in 2001, and no bulk servicing sales occurred in 2000 or 2001.
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Adjustable-rate residential mortgage loans retained by TCF have various adjustment periods and generally provide for limitations on the amount the rate may adjust on each adjustment date, as well as the total amount of adjustments over the lives of the loans. Accordingly, while this portfolio of loans is rate sensitive, it may not be as rate sensitive as TCFs cost of funds. In addition to such interest-rate risk, TCF faces credit risks resulting from potential increased costs to borrowers as a result of rate adjustments on adjustable-rate loans in its portfolio, which will depend upon the magnitude and frequency of shifts in market interest rates. Some adjustable-rate residential real estate loans originated by TCF in prior periods did not provide for limitations on rate adjustments. Credit risk may also result from declines in the values of underlying real estate collateral. See Classified Assets, Loan and Lease Delinquencies and Defaults.
TCF Mortgage generally adheres to Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Veterans Administration (VA) or Federal Housing Administration (FHA) guidelines in originating residential mortgage loans. TCF generally requires that all conventional first mortgage real estate loans with loan-to-value ratios in excess of 80% carry private mortgage insurance.
TCF has established a classification system for individual commercial loans, leases or other assets based on OCC regulations under which all or part of a loan or other asset may be classified as special mention, substandard, doubtful, or loss. It has also established overall ratings for various credit portfolios. A loan, lease or other asset is placed in the substandard category when it is considered to have a well-defined weakness. A loan, lease or other asset is placed in the doubtful category when some loss is likely but there is still sufficient uncertainty to permit the asset to remain on the books at its full value with appropriate consideration in the reserve for credit losses. All or a portion of a loan, lease or other asset is classified as loss when it is considered uncollectible, in which case it is charged off. A loan, lease or other asset for which some possible exposure to credit loss is perceived is classified as special mention. Loans, leases and other assets that are classified are subject to periodic review of their appropriate regulatory classifications.
The following table summarizes information about TCFs non-accrual, restructured and past due loans and leases:
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At December 31, |
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2001 |
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2000 |
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1999 |
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1998 |
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1997 |
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(In millions) |
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Non-accrual loans and leases |
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$ |
52.0 |
|
$ |
35.2 |
|
$ |
24.1 |
|
$ |
33.7 |
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$ |
36.8 |
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Restructured loans |
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|
|
|
|
|
|
|
|
1.3 |
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|||||
Total non-accrual and restructured loans and leases |
|
$ |
52.0 |
|
$ |
35.2 |
|
$ |
24.1 |
|
$ |
33.7 |
|
$ |
38.1 |
|
Accruing loans and leases 90 days or more past due |
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$ |
5.1 |
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$ |
5.0 |
|
$ |
5.8 |
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$ |
|
|
$ |
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|
|
|
|
|
|
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|
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The allowance for loan and lease losses is based upon managements periodic analysis of TCFs loan and lease portfolios. Although levels of reserves believed to be appropriate have been estimated based upon factors and trends identified by management, there can be no assurance that the levels are adequate. Continued economic recession could give rise to increasing risk of credit losses and necessitate an increase in the required level of reserves. The expansion of the Companys consumer lending and other lending and leasing operations creates increased exposure to increases in delinquencies, repossessions, foreclosures and losses that generally occur during economic downturns or recessions, or that may result from decreased profits affecting particular industry segments, such as increases in fuel costs that have had an adverse impact on the transportation industry.
Adverse economic developments are also likely to adversely affect commercial lending operations and increase the risk of loan defaults and credit losses on such loans. Carrying values of foreclosed commercial real estate properties are generally based on appraisals prepared by certified or licensed appraisers. TCF reviews each external commercial real estate appraisal it receives for accuracy, completeness and reasonableness of assumptions used. Weaknesses in real estate markets may result in declines in property values and the sale of properties at less than previously estimated values, resulting in additional charge-offs. TCF recognizes the effect of such events in the periods in which they occur.
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Additional information concerning TCFs allowance for loan and lease losses is set forth in Financial Review Consolidated Financial Condition Analysis - Allowance for Loan and Lease Losses on pages 34 through 36, in Note 1 of Notes to Consolidated Financial Statements on pages 49 through 51 and in Note 7 of Notes to Consolidated Financial Statements on page 55 of TCFs 2001 Annual Report, incorporated herein by reference.
The TCF Banks have authority to invest in various types of liquid assets, including United States Treasury obligations and securities of various federal agencies, deposits of insured banks, bankers acceptances and federal funds. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans and leases. The TCF Banks must also meet reserve requirements of the FRB, which are imposed based on amounts on deposit in various types of deposit categories.
Information regarding the carrying values and fair values of TCFs investments and securities available for sale is set forth in Notes 3 and 4 of Notes to Consolidated Financial Statements on pages 51 and 52 of TCFs 2001 Annual Report, incorporated herein by reference.
Deposits
Deposits are the primary source of TCFs funds for use in lending and for other general business purposes. Deposit inflows and outflows are significantly influenced by economic and competitive conditions, interest rates, money market conditions and other factors. Consumer and commercial deposits are attracted principally from within TCFs primary market areas through the offering of a broad selection of deposit instruments including consumer and commercial demand deposit accounts, interest-bearing checking accounts, money market accounts, regular savings accounts, certificates of deposit and retirement savings plans.
The composition of TCFs deposits has a significant impact on its cost of funds. TCFs marketing strategy emphasizes attracting core deposits held in checking, savings, money market and certificate of deposit accounts. These accounts provide significant fee income and are a source of low-interest cost funds. Checking, savings and money market accounts comprised 67.3% of total deposits at December 31, 2001. There were approximately 1.8 million retail checking, savings and money market accounts at December 31, 2001, compared with approximately 1.7 million and 1.6 million such accounts at December 31, 2000 and 1999 respectively.
Information concerning TCFs deposits is set forth in Financial Review Consolidated Financial Condition Analysis - Deposits on page 39 and in Note 10 of Notes to Consolidated Financial Statements on page 57 of TCFs 2001 Annual Report, incorporated herein by reference.
Borrowings
Borrowings may be used to compensate for reductions in normal sources of funds, such as deposit inflows at less than projected levels or net deposit outflows, or to support expanded activities. These borrowings include FHLB advances, reverse repurchase agreements and other borrowings.
The FHLB System functions as a central reserve bank providing credit for financial institutions through a regional bank located within a particular financial institutions assigned region. The TCF Banks are members of the FHLB System, are required to own a minimum level of FHLB capital stock and are authorized to apply for advances on the security of such stock and certain of their loans and other assets (principally securities which are obligations of, or guaranteed by, the United States Government), provided certain standards related to creditworthiness have been met. TCFs FHLB advances totaled $2 billion at December 31, 2001, up $68.5 million from December 31, 2000. FHLB advances are made pursuant to several different credit programs. Each credit program has its own interest rates and range of maturities. The FHLB prescribes the acceptable uses to which the advances pursuant to each program may be made as well as limitations on the size of advances. Acceptable uses prescribed by the FHLB include meeting short-term liquidity needs. In addition to the program limitations, the amounts of advances for which an institution may be eligible are generally based on the FHLBs assessment of the institutions creditworthiness.
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As an additional source of funds, TCF may sell securities subject to its obligation to repurchase these securities under repurchase agreements (reverse repurchase agreements) with FHLMC or major investment bankers utilizing government securities or mortgage-backed securities as collateral. Reverse repurchase agreements totaled $869.7 million at December 31, 2001, compared with $994.3 million at December 31, 2000. Generally, securities with a value in excess of the amount borrowed are required to be deposited as collateral with the counterparty to a reverse repurchase agreement. The creditworthiness of the counterparty is important in establishing that the overcollateralized amount of securities delivered by TCF is protected and TCF enters into reverse repurchase agreements only with institutions with a satisfactory credit history.
The use of reverse repurchase agreements may expose TCF to certain risks not associated with other sources of funds, including possible requirements to provide additional collateral and the possibility that such agreements may not be renewed. If for some reason TCF were no longer able to obtain reverse repurchase agreement financing, it would be necessary for TCF to obtain alternative sources of short-term funds. Such alternative sources of funds, if available, may be higher-cost substitutes for the reverse repurchase agreement funds.
Information concerning TCFs FHLB advances, reverse repurchase agreements and other borrowings is set forth in Financial Review Consolidated Financial Condition Analysis - Borrowings on pages 38 and 40 and in Notes 11 and 12 of Notes to Consolidated Financial Statements on pages 58 through 60 of TCFs 2001 Annual Report, incorporated herein by reference.
Activities of Subsidiaries of TCF Financial Corporation
TCFs business operations include those conducted by direct and indirect subsidiaries of TCF Financial all of which are consolidated for purposes of preparing TCFs consolidated financial statements. TCF does not have any unconsolidated subsidiaries, partnerships, special purpose entities or other forms of off-balance-sheet borrowings. During the year ended December 31, 2001 TCFs subsidiaries other than the TCF Banks were principally engaged in the following activities:
Leasing - Winthrop and TCF Leasing provide a range of comprehensive lease finance products. Winthrop leases high-technology and other business-essential equipment, often to middle-market and large corporate customers. TCF Leasing specializes in the leasing and financing of transportation and industrial equipment in key markets in various regions of the United States, and through its TCF Express Leasing Division, also engages in business-essential equipment leasing to small and growing businesses.
Mortgage Banking - TCF Mortgage originates, purchases, sells and services residential first mortgage loans.
Insurance and Investment Services - TCF Financial Insurance Agency, Inc., is an insurance agency engaging in the sale of fixed-rate, single premium tax-deferred annuities and life insurance products. TCF Securities, Inc. engages in the sale of non-proprietary mutual fund products, and in the sale of variable-rate, single premium tax-deferred annuities. TCF Express Trade, Inc. engages in online and broker-assisted discount brokerage sales activity.
Additionally, TCF Banks have Real Estate Investment Trust (REIT) subsidiaries formed to assist in the centralized management of the residential mortgage and portions of the mortgage-backed securities portfolios.
Recent Accounting Developments
There has been an ongoing review over many years of the accounting principles and practices used by financial institutions. This review is expected to continue by banking regulators, the Securities and Exchange Commission (SEC), the Financial Accounting Standards Board (FASB), the American Institute of Certified Public Accountants (AICPA) and other organizations. As a result of this process, there have been new accounting pronouncements which have had an impact on TCF. Further developments may be forthcoming in light of this ongoing review process. See Financial Review Consolidated Financial Condition Analysis - Recent Accounting Developments on page 42 of TCFs 2001 Annual Report, incorporated herein by reference.
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TCF competes with a number of larger depository institutions and financial service providers in its market areas, and experiences significant competition in attracting and retaining deposits and in lending funds. TCF believes the primary factors in competing for deposits are the ability to offer attractive rates and products, convenient customer service locations and supporting data processing systems and services. Direct competition for deposits comes primarily from other commercial banks, investment banks, credit unions and savings institutions. Additional significant competition for deposits comes from institutions selling money market mutual funds and corporate and government securities. The primary factors in competing for loans are interest rates, loan origination fees and the range of services offered. TCF competes for the origination of loans with commercial banks, mortgage bankers, mortgage brokers, consumer and commercial finance companies, credit unions, insurance companies and savings institutions. TCF also competes nationwide with other leasing companies in the financing of high-technology, business-essential and other general equipment. Expanded use of the internet has increased the potential competition affecting TCF and its loan, lease and deposit products.
As of December 31, 2001, TCF had approximately 8,000 employees, including 2,900 part-time employees. TCF provides its employees with a comprehensive program of benefits, some of which are on a contributory basis, including comprehensive medical and dental plans, life insurance, accident insurance, short- and long-term disability coverage, a cash balance pension plan and a shared contribution stock ownership Employees Stock Purchase Plan.
The banking industry is generally subject to extensive regulatory oversight. TCF Financial, as a publicly held financial holding company, and the TCF Banks, as national banks with deposits insured by the FDIC, are subject to a number of laws and regulations. Many of these laws and regulations have undergone significant change in recent years. These laws and regulations impose restrictions on activities, minimum capital requirements, lending and deposit restrictions and numerous other requirements. Future changes to these laws and regulations, and other new financial services laws and regulations are likely and cannot be predicted with certainty.
Recent Developments
Financial Modernization Act
On November 12, 1999, the President signed into law the Gramm-Leach-Bliley Act (the Act or the Gramm-Leach-Bliley Act). The Act significantly changes the regulatory structure and oversight of the financial services industry and expands financial affiliation opportunities for bank holding companies. The Act permits financial holding companies to engage in a range of activities that are financial in nature or incidental thereto, such as banking, insurance, securities activities, and merchant banking. To qualify to engage in expanded financial activities, a financial holding company must make certain required regulatory filings, and subsidiary depository institutions must be well-capitalized, well-managed and rated satisfactory or better under the Community Reinvestment Act. The Act also permits national banks to engage in certain expanded financial activities through a financial subsidiary, provided the bank and its depository institution affiliates are deemed well-capitalized and well-managed and meet certain other regulatory requirements.
The Act also reforms the regulatory framework of the financial services industry. Financial holding companies will be subject to primary supervision by the FRB. The Act preempts state laws restricting the establishment of financial affiliations authorized or permitted under the Act, subject to certain limited exceptions, including an exception that allows state insurance regulators to impose certain requirements on financial institutions, so long as they are not substantially more adverse than those applying to other persons.
The Act removes the current blanket exemption for banks from the broker-dealer registration requirements under the Securities Exchange Act of 1934, amends the Investment Company Act of 1940 with respect to bank common trust fund and mutual fund activities, and amends the Investment Advisors Act of 1940 to require registration of banks that act as investment advisers for mutual funds.
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The Act prohibits financial institutions from sharing non-public financial information on their customers to non- affiliated third parties unless the customer is provided the opportunity to opt-out or the customer consents. However, the Act allows a financial institution to disclose confidential information to non-affiliated third parties pursuant to a joint marketing agreement (after full disclosure to the customer), to perform services on behalf of the institution, to market the institutions own products, and to protect against fraud. The federal banking agencies have issued regulations implementing privacy provisions of the Act.
The provisions of the Act relating to financial holding companies became effective on March 11, 2000. TCF became a financial holding company in June 2000.
USA PATRIOT Act
The President of the United States signed the USA PATRIOT Act into law on October 26, 2001. The PATRIOT Act establishes a wide variety of new and enhanced ways of combating international terrorism. The provisions that affect national banks (and other financial institutions) most directly are contained in Title III of the act. In general, Title III amends current law primarily the Bank Secrecy Act to provide the Secretary of Treasury (Treasury) and other departments and agencies of the federal government with enhanced authority to identify, deter, and punish international money laundering.
Among other things, the PATRIOT Act prohibits financial institutions from doing business with foreign shell banks and requires increased due diligence for private banking transactions and correspondent accounts for foreign banks. In addition, financial institutions will have to follow new minimum verification of identity standards for all new accounts and will be permitted to share information with law enforcement authorities under circumstances that were not previously permitted. These and other provisions of the PATRIOT Act become effective at varying times during 2002 and the Treasury and various federal banking agencies will be issuing related regulations during that time.
Regulatory Capital Requirements
TCF Financial and the TCF Banks are subject to regulatory capital requirements of the FRB and the OCC, respectively. These requirements are described below. In addition, these regulatory agencies are required by law to take prompt action when institutions do not meet certain other minimum capital standards. The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) defines five levels of capital condition, the highest of which is well-capitalized, and requires that regulatory authorities subject undercapitalized institutions to various restrictions such as limitations on dividends or other capital distributions, limitations on growth or activity restrictions. Undercapitalized banks must also develop a capital restoration plan and the parent financial holding company is required to guarantee compliance with the plan. TCF Financial and the TCF Banks are well-capitalized under the FDICIA capital standards.
The FRBs risk-based capital guidelines include among their objectives making regulatory capital requirements more sensitive to differences in risk profiles of banking organizations, factoring off-balance-sheet exposures into the assessment of capital adequacy and minimizing disincentives to holding liquid, low-risk assets. Under these guidelines, a financial holding companys assets and certain off-balance-sheet items are assigned to one of four risk categories, each weighted differently in accordance with the perceived level of risk posed by such assets or off-balance-sheet items.
FRB guidelines also prescribe two tiers of capital. Tier 1 capital includes common stockholders equity; qualifying noncumulative perpetual preferred stock (including related surplus); qualifying cumulative perpetual preferred stock (including related surplus), subject to certain limitations; and minority interests in the equity accounts of consolidated subsidiaries. Tier 1 capital excludes goodwill and certain other intangible and other assets. Supplementary or Tier 2 capital consists of the allowance for loan and lease losses, subject to certain limitations; perpetual preferred stock and related surplus, subject to certain conditions; hybrid capital instruments (i.e., those with characteristics of both equity and debt), perpetual debt and mandatory convertible debt securities; and term subordinated debt and intermediate-term preferred stock (including related surplus), subject to certain limitations. The maximum amount of Tier 2 capital that is allowed to be included in an institutions qualifying total capital is 100% of Tier 1 capital, net of goodwill and other intangible assets required to be deducted.
9
TCF Financial is currently required to maintain (i) Tier 1 capital equal to at least four percent of its risk-weighted assets and (ii) total capital (the sum of Tier 1 and Tier 2 capital) equal to eight percent of risk-weighted assets. The FRB also requires financial holding companies to maintain a minimum Tier 1 leverage ratio (measuring Tier 1 capital as a percentage of adjusted total assets) of at least three percent. Higher leverage ratio requirements (minimum additional capital of 100 to 200 basis points) may be imposed for institutions that do not have the highest regulatory rating or that fail to meet certain other criteria. At December 31, 2001, TCF believes it met all these requirements. See Note 15 of Notes to Consolidated Financial Statements on pages 62 and 63 of TCFs 2001 Annual Report, incorporated herein by reference. The FRB has not advised TCF of any specific minimum Tier 1 leverage ratio applicable to it.
The FRBs guidelines indicate that the FRB expects that financial holding companies experiencing internal growth or making acquisitions should maintain stronger capital positions, substantially above the minimum supervisory levels, without significant reliance on intangible assets. In addition, the guidelines provide that the FRB will use Tier 1 leverage guidelines in its inspection and supervisory process and as part of its analysis of applications to be approved by the FRB (this would include applications relating to financial holding company activities, acquisitions or other matters). The guidelines also indicate that the FRB will review the Tier 1 leverage measure periodically and will consider adjustments needed to reflect significant changes in the economy, financial markets and banking practices.
The OCC also imposes on the TCF Banks regulatory capital requirements that are substantially similar to those imposed by the FRB, and TCF believes the TCF Banks complied with all OCC regulatory capital requirements at December 31, 2001.
The FRB and the OCC also have adopted rules that could permit them to quantify and account for interest-rate risk exposure and market risk from trading activity and reflect these risks in higher capital requirements. New legislation, additional rulemaking, or changes in regulatory policies may affect future regulatory capital requirements applicable to TCF Financial and the TCF Banks. The ability of TCF Financial and the TCF Banks to comply with regulatory capital requirements may be adversely affected by legislative changes or future rulemaking or policies of their regulatory authorities, or by unanticipated losses or lower levels of earnings.
Restrictions on Distributions
Dividends or other capital distributions from the TCF Banks to TCF Financial are an important source of funds to enable TCF Financial to pay dividends on its common stock, to make payments on TCF Financials other borrowings, or for its other cash needs. The TCF Banks ability to pay dividends is dependent on regulatory policies and regulatory capital requirements. The ability to pay such dividends in the future may be adversely affected by new legislation or regulations, or by changes in regulatory policies. In general, the TCF Banks may not declare or pay a dividend to TCF Financial in excess of 100% of their net profits during a year combined with their retained net profits for the preceding two years without prior approval of the OCC. The TCF Banks ability to make any capital distributions in the future may require regulatory approval and may be restricted by their regulatory authorities. The TCF Banks ability to make any such distributions may also depend on their earnings and ability to meet minimum regulatory capital requirements in effect during future periods. These capital adequacy standards may be higher than existing minimum capital requirements. The OCC also has the authority to prohibit the payment of dividends by a national bank when it determines such payments would constitute an unsafe and unsound banking practice. In addition, tax considerations may limit the ability of the TCF Banks to make dividend payments in excess of their current and accumulated tax earnings and profits (E&P). Annual dividend distributions in excess of E&P could result in a tax liability based on the amount of excess earnings distributed and current tax rates. See Financial Review Consolidated Financial Condition Analysis - Liquidity Management on pages 38 and 39 and Note 14 of Notes to Consolidated Financial Statements on pages 61 and 62 of TCFs 2001 Annual Report, incorporated herein by reference.
Regulation of TCF Financial and Affiliate and Insider Transactions
TCF Financial is subject to regulation as a financial holding company. It is required to register with the FRB and is subject to FRB regulations, examinations and reporting requirements relating to bank or financial holding companies. As subsidiaries of a financial holding company, the TCF Banks are subject to certain restrictions in their dealings with TCF Financial and with other companies affiliated with TCF Financial, and also with each other.
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A holding company must serve as a source of strength for its subsidiary banks, and the FRB may require a holding company to contribute additional capital to an undercapitalized subsidiary bank. In addition, Section 55 of the National Bank Act may permit the OCC to order the pro rata assessment of shareholders of a national bank where the capital of the bank has become impaired. If a shareholder fails to pay such an assessment within three months, the OCC may order the sale of the shareholders stock to cover a deficiency in the capital of a subsidiary bank. In the event of a holding companys bankruptcy, any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and may be entitled to priority over other creditors.
Under the Bank Holding Company Act (BHCA), a bank holding company must obtain FRB approval before acquiring more than 5% control, or substantially all of the assets, of another bank, or bank or financial holding company, or merging or consolidating with such a holding company. The BHCA also generally prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, providing services for its subsidiaries, or conducting activities permitted by the FRB as being closely related and proper incidents to the business of banking. As discussed, the Act permits financial holding companies to engage in an expanded list of activities, subject to certain restrictions. See Recent Developments.
Restrictions on Change in Control
Federal and state laws and regulations contain a number of provisions which impose restrictions on changes in control of financial institutions such as the TCF Banks, and which require regulatory approval prior to any such changes in control. The Restated Certificate of Incorporation of TCF Financial and a Shareholder Rights Plan adopted by TCF Financial in 1999, among other items, contain features which may inhibit a change in control of TCF Financial.
Acquisitions and Interstate Operations
Under federal law, interstate merger transactions may be approved by federal bank regulators without regard to whether such transactions are prohibited by the law of any state, unless the home state of one of the banks opted out of the Riegle-Neal Interstate Banking and Branching Act of 1994 (the 1994 Act) by adopting a law after the date of enactment of the 1994 Act and prior to June 1, 1997 which applies equally to all out-of-state banks and expressly prohibits merger transactions involving out-of-state banks. Interstate acquisitions of branches by banks are permitted only if the law of the state in which the branch is located permits such acquisitions. Interstate mergers and branch acquisitions may also be subject to certain nationwide and statewide insured deposit maximum concentration levels or other limitations.
Insurance of Accounts; Depositor Preference
The deposits of the TCF Banks are insured by the FDIC up to $100,000 per insured depositor. Substantially all of TCFs deposits are Savings Association Insurance Fund (SAIF) insured, but TCF also has deposits insured by the Bank Insurance Fund (BIF). The FDIC has established a risk-based deposit insurance assessment under which deposit insurance assessments are based upon an institutions capital strength and supervisory condition, as determined by the institutions primary regulator. The annual insurance premiums on bank deposits insured by the BIF and SAIF may vary between $0 per $100 of deposits for banks classified in the highest capital and supervisory evaluation categories to $.27 per $100 of deposits for banks classified in the lowest capital and supervisory evaluation categories. Annual insurance premiums have not been required for TCF for 2001, 2000, and 1999.
In addition to risk-based deposit insurance assessments, assessments may be imposed on deposits insured by either the BIF or the SAIF pay for cost of Financing Corporation (FICO) funding. FICO assessment rates for 2001 ranged from $.0184 to $.0196 per $100 of deposits annually for both BIF-assessable and SAIF-assessable deposits. FICO assessments of $1.3 million, $1.4 million and $3.8 million were expensed in other expenses for 2001, 2000 and 1999.
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An increase in deposit insurance rates could have a material adverse effect on TCF, depending on the amount and duration of the increase. In addition, the FDIC is authorized to terminate a depository institutions deposit insurance if it finds that the institution is being operated in an unsafe and unsound manner or has violated any rule, regulation, order or condition administered by the institutions regulatory authorities. Any such termination of deposit insurance is likely to have a material adverse effect on TCF, the severity of which would depend on the amount of deposits affected by such a termination.
Under federal law, deposits and certain claims for administrative expenses and employee compensation against an insured depository institution are afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the liquidation or other resolution of such an institution by any receiver appointed by regulatory authorities. Such priority creditors would include the FDIC.
Examinations and Regulatory Sanctions
TCF is subject to periodic examination by the FRB, OCC and the FDIC. Bank regulatory authorities may impose on institutions found to be operating in an unsafe or unsound manner a number of restrictions or new requirements, including but not limited to growth limitations, dividend restrictions, individual increased regulatory capital requirements, increased loan, lease and real estate loss reserve requirements, increased supervisory assessments, activity limitations or other restrictions that could have an adverse effect on such institutions, their holding companies or holders of their debt and equity securities. Various enforcement remedies, including civil money penalties, may be assessed against an institution or an institutions directors, officers, employees, agents or independent contractors.
Subsidiaries of TCF are also subject to state and/or self-regulatory organization licensing, regulation and examination requirements in connection with certain insurance, mortgage banking and securities brokerage activities.
National Bank Investment Limitations
Permissible investments by national banks are limited by the National Bank Act, as amended, and by rules of the OCC. Non-traditional bank activities permitted by the Gramm-Leach-Bliley Act will subject a bank to additional regulatory limitations or requirements, including a required regulatory capital deduction and application of transactions with affiliates limitations in connection with such activities. See Recent Developments.
Future Legislative and Regulatory Change; Litigation and Enforcement Activity
There are a number of respects in which future legislative or regulatory change, or changes in enforcement practices or court rulings, could adversely affect TCF, and it is generally not possible to predict when or if such changes may have an impact on TCF. Legislative proposals for tax reform have sought the elimination of certain tax benefits for single premium annuities which, if adopted, could impair TCFs ability to market annuity products. Legislation and administrative action has limited the role of private lenders in education loans and has adversely affected the profitablilty of student lending activity. TCFs non-interest income in future periods may be negatively impacted by pending state and federal legislative proposals which, if enacted, could limit loan, deposit or other fees and service charges. Financial institutions have increasingly been the subject of private class action lawsuits challenging escrow account practices, private mortgage insurance requirements, the use of loan brokers and other practices. Pending litigation against Visa and Mastercard, if successful, could have an adverse impact on the revenues of debit card issuers such as TCF.
The Community Reinvestment Act (CRA) and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. In recent periods, federal regulatory agencies, including the FRB and the Department of Justice (DOJ), have sought a more rigorous enforcement of the CRA and other fair lending laws and regulations. The DOJ is authorized to use the full range of its enforcement authority under the fair lending laws. The DOJ has authority to commence pattern or practice investigations of possible lending discrimination on its own initiative or through referrals from the federal financial institutions regulatory agencies, and to file lawsuits in federal court where there is reasonable cause to believe that such violations have occurred. The DOJ is also authorized to bring suit based on individual complaints filed with the Department of Housing and Urban Development where one of the parties to the complaint elects to have the case heard in federal court. A successful challenge to an institutions performance under the CRA and related laws and regulations could
12
result in a wide variety of sanctions, including the required payment of damages and civil money penalties, prospective and retrospective injunctive relief, imposition of restrictions on mergers and acquisitions activity, and restrictions on expansion activity. Private parties may also have the ability to challenge an institutions performance under fair lending laws in private class action litigation. The ultimate effects of the foregoing or other possible legal and regulatory developments cannot be predicted but may have an adverse impact on TCF.
Other Laws and Regulations
TCF is subject to a wide array of other laws and regulations, both federal and state, including, but not limited to, usury laws, the CRA and related regulations, the Equal Credit Opportunity Act and Regulation B, Regulation D reserve requirements, Electronic Funds Transfer Act and Regulation E, the Truth-in-Lending Act and Regulation Z, the Real Estate Settlement Procedures Act and Regulation X, the Expedited Funds Availability Act and Regulation CC, and the Truth-in-Savings Act and Regulation DD. TCF is also subject to laws and regulations that may impose liability on lenders and owners for clean-up costs and other costs stemming from hazardous waste located on property securing real estate loans. Although TCFs lending procedures include measures designed to limit lender liability for hazardous waste clean-up or other related liability, TCF has engaged in significant commercial lending activity, and lenders may be held liable for clean-up costs relating to hazardous wastes under certain circumstances.
Federal Taxation
Bad Debt Reserves
TCF files consolidated federal income tax returns and is an accrual basis taxpayer. The TCF Banks are subject to federal income tax under the Internal Revenue Code of 1986, as amended (the Code) in the same general manner as other corporations. Prior to 1996, savings institutions were subject to special bad debt reserve rules and certain other rules. During this period, a savings institution that held 60% or more of its assets in qualifying assets (as defined in the Code) was permitted to maintain reserves for bad debts and to make annual additions to such reserves that qualified as deductions from taxable income.
Beginning in 1996, the favorable bad debt method described above was repealed, putting savings institutions on the same tax bad debt method as commercial banks. This legislation requires recapture of the amount of the tax bad debt reserves to the extent that they exceed the adjusted base year reserve (the applicable excess reserves). The applicable excess reserves are recaptured over a six-year period. This recapture period can be deferred for a period of up to two years to the extent that a certain residential lending test is met. TCF has previously provided taxes for the applicable excess reserves.
IRS Audit History
The 3-year statute of limitations on TCFs consolidated Federal income tax return is closed through 1997, with the exception of certain filed refund claims.
See Financial Review Consolidated Income Statement Analysis - Income Taxes on page 31, Note 1 of Notes to Consolidated Financial Statements on pages 49 through 51 and Note 13 of Notes to Consolidated Financial Statements on pages 60 and 61 of TCFs 2001 Annual Report, incorporated herein by reference, for additional information regarding TCFs income taxes.
State Taxation
TCF and/or its subsidiaries currently file tax returns in all states which impose corporate income and franchise taxes and local tax returns in certain cities and other taxing jurisdictions. TCFs primary banking activities are in the states of Minnesota, Illinois, Wisconsin, Michigan, Colorado and Indiana. The tax rates in those jurisdictions are 9.8%, 7.3%, 7.9%, 2.0%, 4.6% and 8.5%, respectively. The methods of filing, and the methods for calculating taxable and apportionable income, vary depending upon the laws of the taxing jurisdiction.
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ITEM 2. PROPERTIES
Offices
At December 31, 2001, TCF owned the buildings and land for 98 of its bank branch offices, owned the buildings but leased the land for 5 of its bank branch offices and leased the remaining 272 bank branch offices, all of which are well maintained. The properties related to the bank branch offices owned by TCF had a depreciated cost of approximately $90.5 million at December 31, 2001. At December 31, 2001, the aggregate net book value of leasehold improvements associated with leased bank branch office facilities was $23.7 million. In addition to the above-referenced branch offices, TCF owned and leased other facilities with an aggregate net book value of $31.1 million at December 31, 2001. See Note 8 of Notes to Consolidated Financial Statements on pages 55 and 56 of TCFs 2001 Annual Report, incorporated herein by reference.
From time to time, TCF is a party to legal proceedings arising out of its general lending and operating activities. TCF is and expects to become engaged in a number of foreclosure proceedings and other collection actions as part of its loan collection activities. From time to time, borrowers have also brought actions against TCF, in some cases claiming substantial amounts of damages. Some financial services companies have recently been subjected to significant exposure in connection with class actions and/or suits seeking punitive damages. Among other possible developments, adverse decisions in litigation dealing with ATM surcharge legislation, privacy concerns or pending litigation against Visa and Mastercard affecting debit card fees could have an adverse impact on TCF. Management, after review with its legal counsel, believes that the ultimate disposition of its litigation will not have a material effect on TCFs financial condition.
On November 2, 1993, TCF National Bank Minnesota (TCF Minnesota, now known as TCF National Bank) filed a complaint in the United States Court of Federal Claims seeking monetary damages from the United States for breach of contract, taking of property without just compensation and deprivation of property without due process. TCF Minnesotas claim is based on the governments breach of contract in connection with TCF Minnesotas acquisitions of certain savings institutions prior to the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), which contracts allowed TCF Minnesota to treat the supervisory goodwill created by the acquisitions as an asset that could be counted toward regulatory capital, and provided for other favorable regulatory accounting treatment. The United States has not yet answered TCF Minnesotas complaint. TCF Minnesotas complaint involves approximately $80.3 million in supervisory goodwill.
In August 1995, TCF National Bank Michigan (TCF Michigan, now known as TCF National Bank) filed with the United States Court of Federal Claims a complaint seeking monetary damages from the United States for breach of contract, taking of property without just compensation and deprivation of property without due process. TCF Michigans claim is based on the governments breach of contract in connection with TCF Michigans acquisitions of certain savings institutions prior to the enactment of FIRREA in 1989, which contracts allowed TCF Michigan to treat the supervisory goodwill created by the acquisitions as an asset that could be counted toward regulatory capital, and provided for other favorable regulatory accounting treatment. The United States has not yet answered TCF Michigans complaint. TCF Michigans complaint involves approximately $87.3 million in supervisory goodwill.
On July 1, 1996, the United States Supreme Court issued a decision affirming the liability determinations in three other supervisory goodwill cases, consolidated for review under the title Winstar Corp. v. United States , 116 S.Ct. 2432 (1996). In rejecting the United States consolidated appeal, the Supreme Court held in Winstar that the United States had breached contracts it had entered into with the plaintiffs which provided for the treatment of supervisory goodwill, created through the plaintiffs acquisitions of failed or failing savings institutions, as an asset that could be counted toward regulatory capital.
The Court of Federal Claims and the Court of Appeals for the Federal Circuit have also issued liability and damages decisions in several supervisory goodwill cases. While both courts have held that the plaintiffs in some of these cases were entitled to recover damages for the governments breach of supervisory goodwill contracts, both Courts have rejected certain of the plaintiffs claims for damages, and awarded the plaintiffs only a portion of the damages they sought. Several other supervisory goodwill decisions are currently on appeal to the Court of Appeals
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for the Federal Circuit. The Court of Federal Claims has held or is soon to hold trials in several other supervisory goodwill cases, and it is expected both that the Court will continue to issue additional decisions on both liability and damages issues and that most, if not all, of the Courts decisions in these cases will be appealed to the Court of Appeals for the Federal Circuit.
The TCF Minnesota and TCF Michigan actions involve a variety of different types of transactions, contracts and contract provisions. There can be no assurance that the U.S. Supreme Court decision in Winstar or liability and damages decisions in other supervisory goodwill cases will mean that a similar result would be obtained in the actions filed by TCF Minnesota and TCF Michigan. There also can be no assurance that the government will be determined liable in connection with the loss of supervisory goodwill by either TCF Minnesota or TCF Michigan or, even if a determination favorable to TCF Minnesota or TCF Michigan is made on the issue of the governments liability, that a measure of damages will be employed that will permit any recovery on TCF Minnesotas or TCF Michigans claim. Because of the complexity of the issues involved in both the liability and damages phases of this litigation, and the usual risks associated with litigation, the Company cannot predict the outcome of TCF Minnesotas or TCF Michigans cases, and investors should not anticipate any recovery.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS |
TCFs common stock trades on the New York Stock Exchange under the symbol TCB. The following table sets forth the high and low prices and dividends declared for TCFs common stock. The stock prices represent the high and low sale prices for the common stock on the New York Stock Exchange Composite Tape, as reported by The Wall Street Journal .
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High |
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Low |
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Dividends Declared |
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2001: |
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|
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First Quarter |
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$ |
44.38 |
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$ |
32.81 |
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$ |
.25 |
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||
Second Quarter |
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46.55 |
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34.90 |
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.25 |
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|||||
Third Quarter |
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51.12 |
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39.45 |
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.25 |
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|||||
Fourth Quarter |
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48.25 |
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39.40 |
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.25 |
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|||||
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|
|
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|
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2000: |
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|
|
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|||||
First Quarter |
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$ |
24.88 |
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$ |
18.00 |
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$ |
.1875 |
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||
Second Quarter |
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29.06 |
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22.00 |
|
.2125 |
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|||||
Third Quarter |
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37.88 |
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25.75 |
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.2125 |
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|||||
Fourth Quarter |
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45.56 |
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33.81 |
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.2125 |
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|||||
As of January 31, 2002, there were approximately 11,400 record holders of TCFs common stock.
The Board of Directors of TCF Financial has not adopted a formal dividend policy. The Board of Directors intends to continue its present practice of paying quarterly cash dividends on TCFs common stock as justified by the financial condition of TCF. The declaration and amount of future dividends will depend on circumstances existing at the time, including TCFs earnings, financial condition and capital requirements, the cash available to pay such dividends (derived mainly from dividends and distributions from the TCF Banks), as well as regulatory and contractual limitations and such other factors as the Board of Directors may deem relevant. In general, the TCF Banks may not declare or pay a dividend to TCF in excess of 100% of their net profits for that year combined with their retained net profits for the preceding two calendar years without prior approval of the OCC. Restrictions on the ability of the TCF Banks to pay cash dividends or possible diminished earnings of the indirect subsidiaries of TCF Financial may limit the ability of TCF Financial to pay dividends in the future to holders of its common stock. See REGULATION Regulatory Capital Requirements, REGULATION Restrictions on Distributions and Note
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14 of Notes to Consolidated Financial Statements on pages 59 and 60 of TCFs 2001 Annual Report, incorporated herein by reference. Federal income tax rules may also limit dividend payments under certain circumstances. See TAXATION, and Note 13 of Notes to Consolidated Financial Statements on pages 58 and 59 of TCFs 2001 Annual Report, incorporated herein by reference.
SELECTED FINANCIAL DATA |
The Other Financial Data on page 75 of TCFs 2001 Annual Report, presenting selected financial data, is incorporated herein by reference and should be read in conjunction with the Consolidated Financial Statements and related notes appearing on pages 44 through 74 of TCFs 2001 Annual Report, incorporated herein by reference.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The Financial Review on pages 22 through 43 of TCFs 2001 Annual Report, presenting managements discussion and analysis of TCFs financial condition and results of operations, is incorporated herein by reference.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The quantitative and qualitative disclosures about market risk set forth on pages 40 through 42 of TCFs 2001 Annual Report are incorporated herein by reference.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Independent Auditors Report and Other Financial Data set forth on pages 44 through 75 of TCFs 2001 Annual Report are incorporated herein by reference. See Index to Consolidated Financial Statements on page 19 of this report.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
Information regarding directors and executive officers of TCF is set forth in the following sections of Item 1 of TCF's definitive proxy statement dated March 28, 2002 and incorporated herein by reference: Election of Directors, Background of the Nominees and Other Directors, Committee Memberships and Attendance by Directors, Business Transactions, Loans or Other Relationships Between TCF Financial and its Directors or Officers, Compensation of Directors, TCF Stock Ownership of Directors, Officers and 5% Owners, Were All Stock Ownership Reports Timely Filed by TCF Insiders?, Background of Executives who are not Directors, Report of Personnel/Shareholder Relations Committee, Summary Compensation Table, Option Grants and Exercises and Benefits for Executives.
EXECUTIVE COMPENSATION |
Information regarding compensation of directors and executive officers of TCF is set forth in the following sections of Item 1 of TCF's definitive proxy statement dated March 28, 2002 and incorporated herein by reference: Compensation of Directors, Report of Personnel/Shareholder Relations Committee, Summary Compensation Table, Option Grants and Exercises and Benefits for Executives .
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Information regarding ownership of TCFs common stock by TCFs directors, executive officers, and certain other shareholders is set forth in the following sections of Item 1 of TCF's definitive proxy statement dated March 28, 2002 and incorporated herein by reference: TCF Stock Ownership of Directors, Officers and 5% Owners and Were All Stock Ownership Reports Timely Filed by TCF Insiders?
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
Information regarding certain relationships and transactions between TCF and management is set forth in the following section of Item 1 of TCF's definitive proxy statement dated March 28, 2002 and incorporated herein by reference: Business Transactions, Loans or Other Relationships Between TCF Financial and its Directors or Officers.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |
(a) Financial Statements, Financial Statement Schedules and Exhibits
1. Financial Statements
See Index to Consolidated Financial Statements on page 19 of this report.
2. Financial Statement Schedules
All schedules to the Consolidated Financial Statements normally required by the applicable accounting regulations are omitted since the required information is included in the Consolidated Financial Statements or the Notes thereto or is not applicable.
3. Exhibits
See Index to Exhibits on page 19 of this report.
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated November 5, 2001, was submitted furnishing certain investor presentation materials under Item 9 of Form 8-K.
A Current Report on Form 8-K, dated November 30, 2001, was filed in connection with TCFs announcement that its Board of Directors had authorized the repurchase of up to 5% of the Companys outstanding shares through open market or privately negotiated transactions.
A Current Report on Form 8-K, dated January 29, 2002, was submitted furnishing certain investor presentation materials under Item 9 of Form 8-K.
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Pursuant to the requirements of Section 13 or Section 15(d) 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.
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TCF FINANCIAL CORPORATION |
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Registrant |
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By |
/s/ WILLIAM A. COOPER |
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William A. Cooper |
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Chairman of the Board and |
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Chief Executive Officer |
Dated: February 25, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Name |
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Title |
Date |
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/s/ |
WILLIAM A. COOPER |
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Chairman of the Board, Chief Executive |
February 25, 2002 |
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William A. Cooper |
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Officer and Director |
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/s/ |
THOMAS A. CUSICK |
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Vice Chairman of the Board, Chief Operating |
February 25, 2002 |
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Thomas A. Cusick |
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Officer and Director |
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/s/ |
LYNN A. NAGORSKE |
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President and Director |
February 25, 2002 |
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Lynn A. Nagorske |
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/s/ |
NEIL W. BROWN |
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Executive Vice President, Chief Financial |
February 25, 2002 |
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Neil W. Brown |
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Officer and Treasurer |
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(Principal Financial Officer) |
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/s/ |
DAVID M. STAUTZ |
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Senior Vice President, Controller |
February 25, 2002 |
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David M. Stautz |
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and Assistant Treasurer |
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(Principal Accounting Officer) |
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/s/ |
WILLIAM F. BIEBER |
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Director |
February 25, 2002 |
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William F. Bieber |
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/s/ |
RODNEY P. BURWELL |
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Director |
February 25, 2002 |
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Rodney P. Burwell |
|
|
|
|
|
|
|
|
/s/ |
JOHN M. EGGEMEYER III |
|
Director |
February 25, 2002 |
|
John M. Eggemeyer III |
|
|
|
|
|
|
|
|
/s/ |
ROBERT E. EVANS |
|
Director |
February 25, 2002 |
|
Robert E. Evans |
|
|
|
|
|
|
|
|
/s/ |
LUELLA G. GOLDBERG |
|
Director |
February 25, 2002 |
|
Luella G. Goldberg |
|
|
|
|
|
|
|
|
/s/ |
GEORGE G. JOHNSON |
|
Director |
February 25, 2002 |
|
George G. Johnson |
|
|
|
|
|
|
|
|
/s/ |
THOMAS J. McGOUGH |
|
Director |
February 25, 2002 |
|
Thomas J. McGough |
|
|
|
|
|
|
|
|
/s/ |
RICHARD F.McNAMARA |
|
Director |
February 25, 2002 |
|
Richard F. McNamara |
|
|
|
|
|
|
|
|
/s/ |
GERALD A. SCHWALBACH |
|
Director |
February 25, 2002 |
|
Gerald A. Schwalbach |
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|
|
|
|
|
|
|
/s/ |
RALPH STRANGIS |
|
Director |
February 25, 2002 |
|
Ralph Strangis |
|
|
|
18
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated financial statements of TCF and its subsidiaries, included in TCFs 2001 Annual Report, are incorporated herein by reference in this report:
|
|
Page |
|
|
in 2001 |
Description |
|
Annual Report |
|
|
|
Independent Auditors Report |
|
74 |
|
|
|
Consolidated Statements of Financial Condition at |
|
|
December 31, 2001 and 2000 |
|
44 |
|
|
|
Consolidated Statements of Income for each of |
|
|
the years in the three-year period ended |
|
|
December 31, 2001 |
|
45 |
|
|
|
Consolidated Statements of Stockholders Equity |
|
|
for each of the years in the three-year period |
|
|
ended December 31, 2001 |
|
46 |
|
|
|
Consolidated Statements of Cash Flows for each of |
|
|
the years in the three-year period ended |
|
|
December 31, 2001 |
|
48 |
|
|
|
Notes to Consolidated Financial Statements |
|
49 |
|
|
|
Other Financial Data |
|
75 |
Exhibit No. |
Description |
PageNo. |
|
3(a) |
Restated Certificate of Incorporation of TCF Financial Corporation, as amended and restated through April 29, 1998 [incorporated by reference to Exhibit 3(a) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1999, No. 001-10253] |
|
|
|
|
|
|
3(b) |
Restated Bylaws of TCF Financial Corporation, as amended and restated through October 25, 1999; and as amended by amendment adopted April 28, 2000 [incorporated by reference to Exhibit 3(b) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, No. 001-10253]; and as amended by amendment adopted January 22, 2001 [incorporated by reference to Exhibit 3(b) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253] |
|
|
|
|
|
|
4(a) |
Rights Agreement, dated as of May 12, 1999, between TCF Financial Corporation and BankBoston, N.A. [incorporated by reference to Exhibit 1 to TCF Financial Corporations Registration Statement on Form 8-A, No. 001-10253 (filed May 24, 1999)] |
|
|
19
Exhibit No. |
Description |
PageNo. |
|
4(b) |
Indenture dated July 1, 1996 relating to 9.50% Senior Notes due 2003 between Winthrop Resources Corporation (Winthrop) and Norwest Bank Minnesota, National Association, as Trustee [incorporated by reference to Exhibit 4.5 to Winthrops Registration Statement on Form S-2, File No. 333-04539 (filed May 24, 1996)]; as amended by First Supplemental Indenture dated as of June 20, 1997 by and among Winthrop, TCF Financial Corporation and Norwest Bank Minnesota, National Association, as Trustee [incorporated by reference to Exhibit 4(d) to TCF Financial Corporations Amendment No. 1 to Registration Statement on Form S-4, File No. 333-25905 (filed May 21, 1997)] |
|
|
|
|
|
|
4(c) |
Copies of instruments with respect to long-term debt will be furnished to the Securities and Exchange Commission upon request. |
|
|
|
|
|
|
10(a) |
Stock Option and Incentive Plan of TCF Financial Corporation, as amended [incorporated by reference to Exhibit 10.1 to TCF Financial Corporations Registration Statement on Form S-4, No. 33-14203 (filed May 12, 1987)]; Second Amendment, Third Amendment and Fourth Amendment to the Plan [incorporated by reference to Exhibit 10(a) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1987, No. 0-16431]; Fifth Amendment to the Plan [incorporated by reference to Exhibit 10(a) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1989, No. 001-10253]; amendment dated January 21, 1991 [incorporated by reference to Exhibit 10(a) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1990, No. 001-10253]; and as further amended by amendment dated January 28, 1992 and amendment dated March 23, 1992 (effective April 15, 1992) [incorporated by reference to Exhibit 10(a) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1991, No. 001-10253] |
|
|
|
|
|
|
10(b)# |
TCF Financial 1995 Incentive Stock Program, as amended October 1, 1995 [incorporated by reference to Exhibit 10(b) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1995, No. 001-10253]; as amended October 22, 1996 [incorporated by reference to Exhibit 10(a) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1996, No. 001-10253]; as further amended on May 11, 1999 [incorporated by reference to Exhibit 10(b) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, No. 001-10253]; as further amended on January 24, 2000 and approved by shareholders of TCF Financial Corporation at the Annual Meeting on May 10, 2000 [incorporated by reference from TCF Financial Corporations Proxy Statement filed March 31, 2000]; as further amended on January 22, 2001 [incorporated by reference to Exhibit 10(b) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, No. 001-10253]; and as further amended by amendment adopted October 22, 2001 |
|
|
|
|
|
|
10(c)# |
Amended and Restated TCF Financial Corporation Executive Deferred Compensation Plan as amended and restated effective as of January 1, 2000 [incorporated by reference to Exhibit 10(c) of TCF Financial Corporations Annual Report on Form 10-K for the year ended December 31, 1999, No. 001-10253]; as amended by amendment adopted April 30, 2001 (incorporated by reference to Exhibit 10(c) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253]; and as amended by amendment adopted October 22, 2001 |
|
|
20
Exhibit No. |
Description |
PageNo. |
10(d) |
Amended and Restated Trust Agreement for TCF Financial Corporation Executive Deferred Compensation Plan effective September 1, 1998; amendment adopted effective November 1, 1998 [incorporated by reference to Exhibit 10(d) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253]; Restated Trust Agreement as executed with First National Bank in Sioux Falls as trustee effective as of October 1, 2000 [incorporated by reference to Exhibit 10(d) of TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2000, No. 001-10253]; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(d) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253] |
|
|
|
|
10(e)* |
Employment Agreement of William A. Cooper, dated July 1, 1996 [incorporated by reference to Exhibit 10(a) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, No. 001-10253]; as amended March 1, 1997 [incorporated by reference to Exhibit 10(e) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1996, No. 001-10253] |
|
|
|
|
10(f)* |
Change in Control Agreement of William A. Cooper, dated July 1, 1996 [incorporated by reference to Exhibit 10(b) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, No. 001-10253] |
|
|
|
|
10(g)* |
Change in Control Agreement dated September 12, 2000 as executed by Thomas A. Cusick, Lynn A. Nagorske, Gregory J. Pulles, Barry N. Winslow, Neil W. Brown, Earl D. Stratton, Mark L. Jeter, Michael B. Johnstone and Timothy P. Bailey and dated November 1, 2000 as executed by Thomas J. Wagner [incorporated by reference to Exhibit 10(g) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, No. 001-10253] |
|
|
|
|
10(h)* |
Severance Agreement of William E. Dove, dated August 22, 1988 [incorporated by reference to Exhibit 19(d) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1988, No. 0-16431]; amendment thereto dated December 4, 1990 [incorporated by reference to Exhibit 10(g) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1990, No. 001-10253]; and amendment thereto dated October 24, 1995 [incorporated by reference to Exhibit 10(g) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1995, No. 001-10253] |
|
|
|
|
10(i)* |
Nonsolicitation and Confidentiality Agreement dated September 12, 2000 as executed by Thomas A. Cusick, Lynn A. Nagorske, Gregory J. Pulles, Barry N. Winslow, Neil W. Brown, Earl D. Stratton, Mark L. Jeter, Michael B. Johnstone and Timothy P. Bailey and dated November 1, 2000 as executed by Thomas J. Wagner [incorporated by reference to Exhibit 10(i) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, No. 001-10253] |
|
21
Exhibit No. |
Description |
PageNo. |
10(j)# |
Supplemental Employee Retirement Plan, as amended and restated effective July 21, 1997 [incorporated by reference to Exhibit 10(m) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 001-10253]; as amended effective September 30, 1998 [incorporated by reference to Exhibit 10(m) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253]; as further amended on May 11, 1999 [incorporated by reference to Exhibit 10(m) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, No. 001-10253]; as further amended by amendment adopted January 24, 2000 [incorporated by reference to Exhibit 10(l) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, No. 001-10253]; as further amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(j) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253] and as further amended by amendment adopted October 22, 2001 |
|
|
|
|
10(k) |
Trust Agreement for TCF Financial Corporation Supplemental Employee Retirement Plan, dated August 21, 1991 [incorporated by reference to Exhibit 10.16 to TCF Financial Corporations Registration Statement on Form S-2, filed November 15, 1991, No. 33-43988]; as amended on October 20, 1997 [incorporated by reference to Exhibit 10(n) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 001-10253]; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(k) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253] |
|
|
|
|
10(l)# |
TCF Financial Corporation Senior Officer Deferred Compensation Plan as amended and restated effective as of January 1, 2000 [incorporated by reference to Exhibit 10(n) of TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2000, No. 001-10253]; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(l) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253] and as further amended by amendment adopted October 22, 2001 |
|
|
|
|
10(m) |
Amended and Restated Trust Agreement for TCF Financial Corporation Senior Officer Deferred Compensation Plan effective September 1, 1998; amendment adopted effective November 1, 1998 [incorporated by reference to Exhibit 10(p) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253]; Restated Trust Agreement as executed with First National Bank in Sioux Falls as trustee effective as of October 1, 2000 [incorporated by reference to Exhibit 10(m) of TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2000, No. 001-10253]; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(m) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253] |
|
|
|
|
10(n) |
Directors Stock Program [incorporated by reference to Program filed with registrants definitive proxy statement dated March 22, 1996, No. 001-10253]; amendment adopted June 20, 1998 [incorporated by reference to Exhibit 10(q) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253] |
|
|
|
|
22
Exhibit No. |
Description |
PageNo. |
10(o) |
Management Incentive Plan-Executive [incorporated by reference to Plan filed with registrants definitive proxy statement dated March 16, 1994, No. 001-10253]; and 1995 Plan Acknowledgment [incorporated by reference to Exhibit 10(s) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1995, No. 001-10253]; 1996 Management Incentive Plan-Executive [incorporated by reference to Exhibit 10(t) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1995, No. 001-10253]; 1997 Management Incentive Plan-Executive [incorporated by reference to Exhibit 10(t) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1996, No. 001-10253]; and 1998 Management Incentive Plan-Executive [incorporated by reference to Exhibit 10(s) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 001-10253]; 1999 Management Incentive Plan-Executive [incorporated by reference to Exhibit 10(r) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1998, No. 001-10253]; and 2000 Management Incentive Plan-Executive [incorporated by reference to Exhibit 10(q) to TCF Financial Corporations quarterly report on Form 10-Q for the quarter ended March 31, 2000, No. 001-10253]; and 2001 Management Incentive Plan - Executive [incorporated by reference from TCF Financial Corporations Report on Form 10-Q for the quarter ended March 31, 2001, No. 001-10253] |
|
|
|
|
10(p) |
1996 Performance-Based Incentive Policy [incorporated by reference to Policy filed with registrants definitive proxy statement dated March 22, 1996, No. 001-10253]; Incentive Compensation 1997 Plan [incorporated by reference to Plan filed with registrants definitive proxy statement dated March 17, 1997, No. 001-10253]; 1999 Performance-Based Incentive Policy (approved by shareholders at the Annual Meeting on May 11, 1999) [incorporated by reference to Exhibit 10(s) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1998, No. 001-10253]; and as amended by amendment adopted January 24, 2000 and approved by shareholders of TCF Financial Corporation at its Annual Meeting on May 10, 2000 [incorporated by reference from TCF Financial Corporations Proxy Statement filed March 31, 2000] |
|
|
|
|
10(q) |
Supplemental Pension Agreement with Robert E. Evans, dated July 9, 1991 [incorporated by reference to Exhibit 10.22 to TCF Financial Corporations Registration Statement on Form S-4, No. 33-57290 (filed January 22, 1993)] |
|
|
|
|
10(r)# |
TCF Directors Deferred Compensation Plan [incorporated by reference to Plan filed with registrants definitive proxy statement dated March 15, 1995, No. 001-10253]; as amended October 22, 1996 [incorporated by reference to Exhibit 10(x) to TCF Financial Corporations Annual Report on Form 10-K for the year ended December 31, 1996, No. 001-10253]; amendment adopted effective September 30, 1998 [incorporated by reference to Exhibit 10(v) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253]; as further amended on May 11, 1999 [incorporated by reference to Exhibit 10(v) to TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, No. 001-10253]; as further amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(r) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253]; and as further amended by amendment adopted October 10, 2001 |
|
|
|
|
10(s)# |
Trust Agreement for TCF Directors Deferred Compensation Plan; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(s) of TCF Financial Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253]; and as further amended by amendment adopted October 10, 2001 |
|
23
Exhibit No. |
Description |
PageNo. |
10(t) |
TCF Directors Retirement Plan dated October 24, 1995 [incorporated by reference to Exhibit 10(y) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1995, No. 001-10253] |
|
|
|
|
10(u)* |
Employment Agreement of David Mackiewich dated September 5, 1997 [incorporated by reference to Exhibit 10(y) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 001-10253]; as amended on August 18, 1998 [incorporated by reference to Exhibit 10(y) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1998, No. 001-10253]; and as further amended on March 31, 1999 [incorporated by reference to Exhibit 10(w) to TCF Financial Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 1999, No. 001-10253] |
|
|
|
|
13# |
TCF Financial Corporation 2001 Annual Report (portions incorporated by reference) |
|
|
|
|
21# |
Subsidiaries of TCF Financial Corporation (as of December 31, 2001) |
|
|
|
|
23# |
Consent of KPMG LLP dated March 6, 2002 |
|
|
|
|
* |
Executive Contract |
|
|
|
|
# |
Filed herein |
|
24
Exhibit 10(b)
SECRETARIAL CERTIFICATION
INDEPENDENT SUBCOMMITTEE
OF THE
PERSONNEL/SHAREHOLDER RELATIONS COMMITTEE
TCF FINANCIAL CORPORATION
*************************************************************************
Following discussion, and upon motion duly made, seconded and carried, the following resolutions were adopted:
UPON VESTING OF RESTRICTED STOCK AWARDS
(10-03-01)
These Procedures have been adopted as an Appendix to the TCF Financial 1995 Incentive Stock Program by the Independent Sub-Committee of the Personnel Committee of the Board of Directors of TCF Financial Corporation.
Tax Withholding on Vesting of Restricted Stock
Automatic Method of Withholding Net Against the Shares Vesting: The minimum required withholding (28% federal plus applicable state percentage), plus FICA and Medicare taxes due, will be deducted from each grant as of the date it vests. Valuation for both the income reported and the withholding will equal the fair market value of the stock on the vesting date. |
|
Alternative Election-Pay by Check: Grantees may elect to pay the withholding by check. TCF Legal will calculate the amount due on the vesting date based on fair market value on that date. TCF Legal will not distribute shares until the check is received. Election Deadline Two weeks prior to the vesting date. |
Exception for Deferred Grants: Grantees are required to pay FICA and Medicare taxes due by check. |
|
|
Exception for Partially Deferred Grants: Withholding and taxes due upon vesting of the grant will be netted against the non-deferred portion of the grant with the grantee required to pay the balance due, if any, by check. |
|
|
1
Distributions will be sent by U.S. Mail to the home address on file with the TCF Legal Department unless grantee has provided other delivery instructions in writing. If grantee has a stock brokerage account, distributions can be sent to it on a same day basis.
These procedures are subject to interpretation and application by the company, whose interpretations are final.
I, Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify that the foregoing is a true and correct copy of excerpt of minutes of the Personnel/Shareholder Relations Committee TCF Financial Corporation meeting held on October 22, 2001 and that the minutes have not been modified or rescinded as of the date hereof.
(Corporate Seal)
Dated: December 12, 2001
/s/ Gregory J. Pulles
Gregory J. Pulles
2
Exhibit 10(c)
SECRETARIAL CERTIFICATION
INDEPENDENT SUBCOMMITTEE
PERSONNEL/SHAREHOLDER RELATIONS COMMITTEE
TCF FINANCIAL CORPORATION
*************************************************************************
Following discussion, and upon motion duly made, seconded and carried, the following resolutions were adopted:
APPENDIX B
DISTRIBUTION PROCEDURES
(10-03-01)
Covered Plans. These Procedures have been adopted as Appendices to the following plans: Executive, Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental Employees Retirement Plan (SERP) - 401-k Plan Portion.
Timing of Distribution (Lump Sum vs. Installment). As elected by the employee at the time of joining the plan. Superceding elections may be made at any time up to one year prior to distribution.
Lump Sum 30 days after distribution event (usually, termination of employment).
Installments First installment is 30 days after distribution event. Subsequent installments on February 15 th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.
Form of Distribution Stock or Cash
If Your Account is 100% TCF Stock. |
|
If Your Account Contains both TCF Stock and Diversified Account. |
|
If Your Account is 100% Diversified Account. |
The distribution will be settled entirely in whole shares of TCF Stock (plus cash for any fractional share). |
|
Automatic Method Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock portion will be made in whole shares of TCF Stock (with cash for any fractional share). Diversified Account portion will be paid in cash equal to its value on February 15 th . |
|
Automatic Method Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from the deemed investments in your Diversified Account. The distribution will be paid in cash equal to the value on February 15 th of the deemed investments from which it was deducted. |
1
Tax Withholding
Automatic Method of Withholding Net Pro rata Against the Distribution: The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15 th . |
|
Alternative Election Pay by Check : You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15 th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you. |
|
Alternative Election Specify Netting: You may elect to net the withholding against the distribution on some basis other than pro rata. (Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.) |
|
|
Election Deadline December 31 of the previous year. |
|
Election Deadline December 31 of the previous year. |
Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.
These procedures are subject to interpretation and application by the company, whose interpretation is final.
2
I, Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify that the foregoing is a true and correct copy of excerpt of minutes of the Personnel/Shareholder Relations Committee TCF Financial Corporation meeting held on October 22, 2001 and that the minutes have not been modified or rescinded as of the date hereof.
(Corporate Seal)
Dated: December 12, 2001
/s/ Gregory J. Pulles
Gregory J. Pulles
3
Exhibit 10(j)
INDEPENDENT SUBCOMMITTEE
OF THE
PERSONNEL/SHAREHOLDER RELATIONS COMMITTEE
TCF FINANCIAL CORPORATION
*************************************************************************
Following discussion, and upon motion duly made, seconded and carried, the following resolutions were adopted:
APPENDIX B
DISTRIBUTION PROCEDURES
(10-03-01)
Covered Plans. These Procedures have been adopted as Appendices to the following plans: Executive, Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental Employees Retirement Plan (SERP) - 401-k Plan Portion.
Timing of Distribution (Lump Sum vs. Installment). As elected by the employee at the time of joining the plan. Superceding elections may be made at any time up to one year prior to distribution.
Lump Sum 30 days after distribution event (usually, termination of employment).
Installments First installment is 30 days after distribution event. Subsequent installments on February 15 th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.
Form of Distribution Stock or Cash
If Your Account is 100% TCF Stock. |
|
If Your Account Contains both TCF Stock and Diversified Account. |
|
If Your Account is 100% Diversified Account. |
The distribution will be settled entirely in whole shares of TCF Stock (plus cash for any fractional share). |
|
Automatic Method Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock portion will be made in whole shares of TCF Stock (with cash for any fractional share). Diversified Account portion will be paid in cash equal to its value on February 15 th . |
|
Automatic Method Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from the deemed investments in your Diversified Account. The distribution will be paid in cash equal to the value on February 15 th of the deemed investments from which it was deducted. |
1
|
Alternative Elections: 1 . You may direct the deemed sale of non-TCF stock assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from the Diversified Account). |
|
Alternative Elections: 1 . You may direct the deemed sale of assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from one particular investment in the Diversified Account). |
|
Election Deadline: December 31 of the previous year. |
|
Election Deadline: December 31 of the previous year. |
Tax Withholding
Automatic Method of Withholding Net Pro rata Against the Distribution: The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15 th . |
|
Alternative Election Pay by Check : You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15 th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you. |
|
Alternative Election Specify Netting: You may elect to net the withholding against the distribution on some basis other than pro rata. (Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.) |
|
|
Election Deadline December 31 of the previous year. |
|
Election Deadline December 31 of the previous year. |
Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.
These procedures are subject to interpretation and application by the company, whose interpretation is final.
2
I, Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify that the foregoing is a true and correct copy of excerpt of minutes of the Personnel/Shareholder Relations Committee TCF Financial Corporation meeting held on October 22, 2001 and that the minutes have not been modified or rescinded as of the date hereof.
(Corporate Seal)
Dated: December 12, 2001
/s/ Gregory J. Pulles
Gregory J. Pulles
3
Exhibit 10(l)
SECRETARIAL CERTIFICATION
INDEPENDENT SUBCOMMITTEE
OF THE
PERSONNEL/SHAREHOLDER RELATIONS COMMITTEE
TCF FINANCIAL CORPORATION
*************************************************************************
Following discussion, and upon motion duly made, seconded and carried, the following resolutions were adopted:
APPENDIX B
DISTRIBUTION PROCEDURES
(10-03-01)
Covered Plans. These Procedures have been adopted as Appendices to the following plans: Executive, Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental Employees Retirement Plan (SERP) - 401-k Plan Portion.
Timing of Distribution (Lump Sum vs. Installment). As elected by the employee at the time of joining the plan. Superceding elections may be made at any time up to one year prior to distribution.
Lump Sum 30 days after distribution event (usually, termination of employment).
Installments First installment is 30 days after distribution event. Subsequent installments on February 15 th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.
Form of Distribution Stock or Cash
If Your Account is 100% TCF Stock. |
|
If Your Account Contains both TCF Stock and Diversified Account. |
|
If Your Account is 100% Diversified Account. |
The distribution will be settled entirely in whole shares of TCF Stock (plus cash for any fractional share). |
|
Automatic Method Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock portion will be made in whole shares of TCF Stock (with cash for any fractional share). Diversified Account portion will be paid in cash equal to its value on February 15 th . |
|
Automatic Method Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from the deemed investments in your Diversified Account. The distribution will be paid in cash equal to the value on February 15 th of the deemed investments from which it was deducted. |
1
|
Alternative Elections: 1 . You may direct the deemed sale of non-TCF stock assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from the Diversified Account). |
|
Alternative Elections: 1 . You may direct the deemed sale of assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from one particular investment in the Diversified Account). |
|
Election Deadline: December 31 of the previous year. |
|
Election Deadline: December 31 of the previous year. |
Tax Withholding
Automatic Method of Withholding Net Pro rata Against the Distribution: The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15 th . |
|
Alternative Election Pay by Check : You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15 th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you. |
|
Alternative Election Specify Netting: You may elect to net the withholding against the distribution on some basis other than pro rata. (Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.) |
|
|
Election Deadline December 31 of the previous year. |
|
Election Deadline December 31 of the previous year. |
Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.
These procedures are subject to interpretation and application by the company, whose interpretation is final.
2
I, Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify that the foregoing is a true and correct copy of excerpt of minutes of the Personnel/Shareholder Relations Committee TCF Financial Corporation meeting held on October 22, 2001 and that the minutes have not been modified or rescinded as of the date hereof.
(Corporate Seal)
Dated: December 12, 2001
/s/ Gregory J. Pulles
Gregory J. Pulles
3
Exhibit 10(r)
SECRETARIAL CERTIFICATIONOF THE
BOARD OF DIRECTORS
TCF FINANCIAL CORPORATION
October 10, 2001
Re:
Amend Directors Deferred Compensation Plan and Trust
to Authorize Leveraging; Approve Leveraging
WHEREAS, the Board of Directors is authorized in Section 13 of the TCF Directors Deferred Compensation Plan (the Plan) to amend such Plan from time to time; and
WHEREAS, the TCF Directors Deferred Compensation Trust (the Trust) provides in section 12 that it may be amended by a written instrument signed by the Company and the Trustee;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that the Plan is hereby amended to add the following paragraph 3.d.:
d. Leveraging .
A Director may direct borrowing on behalf of the Directors account pursuant to directions of the Committee, as follows. All shares of TCF Stock acquired with the proceeds of such borrowing shall be deemed to be pledged to secure the repayment of such loan and any shares of TCF Stock so pledged shall be held in suspense (unallocated) in the Directors Account pursuant to this paragraph d. Shares held in suspense (unallocated) under this paragraph d shall be treated as follows: (i) they shall not be credited to the balance of the Directors Account and shall not be distributed or distributable to the Director, whether as part of a distribution pursuant to section 5 of this Plan or otherwise, during any time when they are pledged; (ii) they shall not be used for any other purpose than the repayment of principal and/or interest payments as they come due on the deemed loan entered into in connection with the purchase of such shares; and (iii) they shall not in any event be credited to or inure to the benefit of any other Directors Account in the Plan. Dividends paid on shares held in suspense shall be credited to the Directors Account and invested in TCF Stock or in other assets as the Director shall direct, to the extent such dividends exceed then-current amounts of principal and interest due
1
on the deemed loan. Once the deemed loan is repaid in full, all TCF Stock held in suspense shall be immediately allocated to the Directors Account. In the event the Director has a distribution of his or her entire Account balance or entire remaining Account balance in the Plan while there are still shares held in suspense, the Company shall deduct a sufficient number of the shares of TCF Stock from the balance held in suspense in order to repay the balance due on the loan in full and the remainder of the shares held in suspense, if any, shall be released from the pledge, allocated to the Directors Account and included in the distribution. Notwithstanding the foregoing, the Company may elect to release from suspense any shares of TCF Stock held in suspense under this paragraph d prior to complete repayment of the deemed loan and in such event the administrator of the Plan shall thereafter immediately allocate such shares to the Directors Account and shall increase the balance thereof as provided in paragraph b of this section.
Trust Amendment
FURTHER RESOLVED, that a new paragraph (b) is added to section 5 of the Trust, as follows:
(b) In addition to the powers provided to the Trustee otherwise, the Trustee shall have the power, at the direction of the Committee to borrow money from any person (including, but not limited to, TCF Financial, its successor, assigns or affiliates) and to pledge assets of the Trust Fund as security for repayment of any such loan. Any money which is borrowed by the Trustee at the direction of the Committee for the purpose of purchasing investments directed by a participant shall be repaid only from the assets of the trust related to such participants account and the Trustee shall pledge only the assets of such participants account as collateral for the loan. Loan repayments shall be deemed to be expenses incurred in connection with the making and administering of Trust investments.
Approval of Leveraging
FURTHER RESOLVED, that the Board of Directors and the Independent Sub-Committee of the Personnel Committee of the Board hereby approve leveraging of accounts in the Directors Plan under the following terms:
- Each director will have the choice of whether or not to leverage.
- Purchases to begin as soon as current quiet period is over.
- Purchase Price of no more than $43 per share.
- Loan interest rate of 6.625% (annual)
- Loan Term 5 years, first payment December 1, 2001
- Loan Repayment through dividends
- Total releveraging of no more than 25,000 shares, maximum total principal loan amount $850,000;
2
FURTHER RESOLVED, that the Board of Directors and the Independent Sub-Committee hereby direct the Trustee under section 5(b) of the Trust, The First National Bank in Sioux Falls, to borrow on behalf of the Trust accounts in the amounts necessary to fund the borrowings elected by directors and to execute all documents as directed to carry out the intent and purpose of this Resolution and the Trustee shall be fully indemnified and held harmless by this Corporation for any related loss to the Trustee, which shall include, but without limitation, any adverse tax consequences and any liabilities, fines, costs or expenses rising under any securities law, banking law, or other law applicable with respect to such direction and such actions taken in good faith in reliance on and in furtherance of carrying out any direction by the Committee or the Corporation related to or in connection with this Resolution and to effect this Resolution; and
FURTHER RESOLVED, that William A. Cooper, Gregory J. Pulles, and Neil W. Brown, or any one of them, is hereby authorized and directed to take all actions and to execute all documents on behalf of this Corporation as they or any of them shall determine to be necessary or advisable to carry out the intent and purpose of this Resolution, including, but not limited to, liquidating assets, disbursing funds and otherwise implementing the provisions of this Resolution;
Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify that the foregoing is a true and correct copy of a Unanimous Written Action by the Board of Directors of TCF Financial Corporation dated October 10, 2001 and that the Action has not been modified or rescinded as of the date hereof.
(Corporate Seal) |
|
|
/s/ Gregory J. Pulles |
|
Gregory J. Pulles |
Dated: January 22, 2002 |
|
3
Exhibit 10(s)
SECRETARIAL CERTIFICATION
OF THE
BOARD OF DIRECTORS
TCF FINANCIAL CORPORATION
October 10, 2001
Re:
Amend Directors Deferred Compensation Plan and Trust
to Authorize Leveraging; Approve Leveraging
WHEREAS, the Board of Directors is authorized in Section 13 of the TCF Directors Deferred Compensation Plan (the Plan) to amend such Plan from time to time; and
WHEREAS, the TCF Directors Deferred Compensation Trust (the Trust) provides in section 12 that it may be amended by a written instrument signed by the Company and the Trustee;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that the Plan is hereby amended to add the following paragraph 3.d.:
e. Leveraging .
A Director may direct borrowing on behalf of the Directors account pursuant to directions of the Committee, as follows. All shares of TCF Stock acquired with the proceeds of such borrowing shall be deemed to be pledged to secure the repayment of such loan and any shares of TCF Stock so pledged shall be held in suspense (unallocated) in the Directors Account pursuant to this paragraph d. Shares held in suspense (unallocated) under this paragraph d shall be treated as follows: (i) they shall not be credited to the balance of the Directors Account and shall not be distributed or distributable to the Director, whether as part of a distribution pursuant to section 5 of this Plan or otherwise, during any time when they are pledged; (ii) they shall not be used for any other purpose than the repayment of principal and/or interest payments as they come due on the deemed loan entered into in connection with the purchase of such shares; and (iii) they shall not in any event be credited to or inure to the benefit of any other Directors Account in the Plan. Dividends paid on shares held in suspense shall be credited to the Directors Account and invested in TCF Stock or in other assets as the Director shall direct, to
1
the extent such dividends exceed then-current amounts of principal and interest due on the deemed loan. Once the deemed loan is repaid in full, all TCF Stock held in suspense shall be immediately allocated to the Directors Account. In the event the Director has a distribution of his or her entire Account balance or entire remaining Account balance in the Plan while there are still shares held in suspense, the Company shall deduct a sufficient number of the shares of TCF Stock from the balance held in suspense in order to repay the balance due on the loan in full and the remainder of the shares held in suspense, if any, shall be released from the pledge, allocated to the Directors Account and included in the distribution. Notwithstanding the foregoing, the Company may elect to release from suspense any shares of TCF Stock held in suspense under this paragraph d prior to complete repayment of the deemed loan and in such event the administrator of the Plan shall thereafter immediately allocate such shares to the Directors Account and shall increase the balance thereof as provided in paragraph b of this section.
Trust Amendment
FURTHER RESOLVED, that a new paragraph (b) is added to section 5 of the Trust, as follows:
(c) In addition to the powers provided to the Trustee otherwise, the Trustee shall have the power, at the direction of the Committee to borrow money from any person (including, but not limited to, TCF Financial, its successor, assigns or affiliates) and to pledge assets of the Trust Fund as security for repayment of any such loan. Any money which is borrowed by the Trustee at the direction of the Committee for the purpose of purchasing investments directed by a participant shall be repaid only from the assets of the trust related to such participants account and the Trustee shall pledge only the assets of such participants account as collateral for the loan. Loan repayments shall be deemed to be expenses incurred in connection with the making and administering of Trust investments.
Approval of Leveraging
FURTHER RESOLVED, that the Board of Directors and the Independent Sub-Committee of the Personnel Committee of the Board hereby approve leveraging of accounts in the Directors Plan under the following terms:
- Each director will have the choice of whether or not to leverage.
- Purchases to begin as soon as current quiet period is over.
- Purchase Price of no more than $43 per share.
- Loan interest rate of 6.625% (annual)
- Loan Term 5 years, first payment December 1, 2001
- Loan Repayment through dividends
- Total releveraging of no more than 25,000 shares, maximum total principal loan amount $850,000;
2
FURTHER RESOLVED, that the Board of Directors and the Independent Sub-Committee hereby direct the Trustee under section 5(b) of the Trust, The First National Bank in Sioux Falls, to borrow on behalf of the Trust accounts in the amounts necessary to fund the borrowings elected by directors and to execute all documents as directed to carry out the intent and purpose of this Resolution and the Trustee shall be fully indemnified and held harmless by this Corporation for any related loss to the Trustee, which shall include, but without limitation, any adverse tax consequences and any liabilities, fines, costs or expenses rising under any securities law, banking law, or other law applicable with respect to such direction and such actions taken in good faith in reliance on and in furtherance of carrying out any direction by the Committee or the Corporation related to or in connection with this Resolution and to effect this Resolution; and
FURTHER RESOLVED, that William A. Cooper, Gregory J. Pulles, and Neil W. Brown, or any one of them, is hereby authorized and directed to take all actions and to execute all documents on behalf of this Corporation as they or any of them shall determine to be necessary or advisable to carry out the intent and purpose of this Resolution, including, but not limited to, liquidating assets, disbursing funds and otherwise implementing the provisions of this Resolution;
Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify that the foregoing is a true and correct copy of a Unanimous Written Action by the Board of Directors of TCF Financial Corporation dated October 10, 2001 and that the Action has not been modified or rescinded as of the date hereof.
(Corporate Seal) |
|
|
/s/ Gregory J. Pulles |
|
Gregory J. Pulles |
Dated: January 22, 2002 |
|
3
Financial Highlights
|
|
At or For the Year Ended December 31, |
|
||||||
|
|
2001 |
|
2000 |
|
% Change |
|
||
|
|
(Dollars in thousands, except per-share data) |
|
||||||
Operating Results: |
|
|
|
|
|
|
|
||
Net interest income |
|
$ |
481,222 |
|
$ |
438,536 |
|
9.7 |
% |
Fees and other revenues(1) |
|
367,307 |
|
323,463 |
|
13.6 |
|
||
Top-line revenue |
|
848,529 |
|
761,999 |
|
11.4 |
|
||
Provision for credit losses |
|
20,878 |
|
14,772 |
|
41.3 |
|
||
Non-interest expense |
|
501,996 |
|
457,202 |
|
9.8 |
|
||
Operating income (pre-tax) |
|
325,655 |
|
290,025 |
|
12.3 |
|
||
Non-operating income |
|
4,179 |
|
12,813 |
|
(67.4 |
) |
||
Income tax expense |
|
122,512 |
|
116,593 |
|
5.1 |
|
||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
11.3 |
|
|
|
|
|
|
|
|
|
||
Per Common Share Information: |
|
|
|
|
|
|
|
||
Diluted earnings |
|
$ |
2.70 |
|
$ |
2.35 |
|
14.9 |
|
Basic earnings |
|
2.73 |
|
2.37 |
|
15.2 |
|
||
Diluted cash earnings(2) |
|
2.80 |
|
2.44 |
|
14.8 |
|
||
Dividends declared |
|
1.00 |
|
.825 |
|
21.2 |
|
||
Stock price: |
|
|
|
|
|
|
|
||
High |
|
51.12 |
|
45.56 |
|
|
|
||
Low |
|
32.81 |
|
18.00 |
|
|
|
||
Close |
|
47.98 |
|
44.56 |
|
7.7 |
|
||
Book value |
|
11.92 |
|
11.34 |
|
5.1 |
|
||
Tangible book value |
|
9.91 |
|
9.29 |
|
6.7 |
|
||
Price to book value |
|
403 |
% |
393 |
% |
2.5 |
|
||
Price to tangible book value |
|
484 |
|
480 |
|
0.8 |
|
||
|
|
|
|
|
|
|
|
||
Financial Ratios: |
|
|
|
|
|
|
|
||
Return on average assets |
|
1.79 |
% |
1.72 |
% |
4.1 |
|
||
Return on average realized common equity |
|
23.18 |
|
21.53 |
|
7.7 |
|
||
Cash return on average assets(2) |
|
1.86 |
|
1.79 |
|
3.9 |
|
||
Cash return on average realized common equity(2) |
|
24.03 |
|
22.40 |
|
7.3 |
|
||
Net interest margin |
|
4.51 |
|
4.35 |
|
3.7 |
|
||
Total equity to total assets at year end |
|
8.07 |
|
8.13 |
|
(0.7 |
) |
||
Tangible equity to total assets at year end |
|
6.71 |
|
6.66 |
|
0.8 |
|
(1) Excludes gains on sales of branches and securities.
(2) Excludes amortization of goodwill, net of income tax benefit.
|
|
At December 31, |
|
||||||
|
|
2001 |
|
2000 |
|
% Change |
|
||
|
|
(Dollars in thousands) |
|
||||||
Selected Balance Sheet Data: |
|
|
|
|
|
|
|
||
Total assets |
|
$ |
11,358,715 |
|
$ |
11,197,462 |
|
1.4 |
% |
Securities available for sale |
|
1,584,661 |
|
1,403,888 |
|
12.9 |
|
||
Residential real estate loans |
|
2,733,290 |
|
3,673,831 |
|
(25.6 |
) |
||
Other loans and leases |
|
5,510,912 |
|
4,872,868 |
|
13.1 |
|
||
Goodwill |
|
145,462 |
|
153,239 |
|
(5.1 |
) |
||
Deposit base intangibles |
|
9,244 |
|
11,183 |
|
(17.3 |
) |
||
Deposits |
|
7,098,958 |
|
6,891,824 |
|
3.0 |
|
||
Short-term borrowings |
|
719,859 |
|
898,695 |
|
(19.9 |
) |
||
Long-term borrowings |
|
2,303,166 |
|
2,285,550 |
|
0.8 |
|
||
Stockholders equity |
|
917,033 |
|
910,220 |
|
0.7 |
|
||
Tangible equity |
|
$ |
762,327 |
|
$ |
745,798 |
|
2.2 |
|
Common shares outstanding |
|
76,931,828 |
|
80,289,033 |
|
(4.2 |
) |
1
Financial Review
This financial review presents managements discussion and analysis of the consolidated financial condition and results of operations of TCF Financial Corporation (TCF or the Company) and should be read in conjunction with the consolidated financial statements and other financial data beginning on page 44.
Corporate Profile
TCF is the national financial holding company of two federally chartered banks, TCF National Bank headquartered in Minnesota and TCF National Bank Colorado. The Company has 375 banking offices in Minnesota, Illinois, Michigan, Wisconsin, Colorado and Indiana. Other affiliates provide leasing and equipment finance, mortgage banking, discount brokerage and investment and insurance sales.
TCF provides convenient financial services through multiple channels to customers located primarily in the Midwest. TCF has developed products and services designed to meet the needs of all consumers with a primary focus on middle- and lower-income individuals. 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 branch and automated teller machine (ATM) networks, and telephone and Internet banking. TCFs philosophy is to generate top-line revenue growth (net interest income and fees and other revenues) through business lines that emphasize higher yielding assets and lower interest-cost deposits. The Companys growth strategies include de novo branch expansion and the development of new products and services designed to build on its core businesses and expand into complementary products and services through emerging businesses and strategic initiatives.
TCFs core businesses are comprised of mature traditional bank branches, EXPRESS TELLER ATMs, and commercial, consumer and mortgage lending. TCF emphasizes the Totally Free checking account as its anchor account, which provides opportunities to cross sell other convenience products and services and generate additional fee income. TCFs strategy is to originate high credit quality, primarily secured loans and earn profits through lower interest-cost deposits. Commercial loans are generally made on local properties or to local customers, and are virtually all secured. TCFs largest core lending business is its consumer home equity loan portfolio, comprised of fixed- and variable-rate closed-end loans and lines of credit.
TCFs emerging businesses and products are comprised of supermarket bank branches, including supermarket consumer lending, leasing and equipment finance, debit cards, and Internet and college campus banking. TCFs most significant de novo strategy has been its supermarket branch expansion. The Company opened its first supermarket branch in 1988, and now has 234 supermarket branches, with more than $1.2 billion in deposits. TCF has the nations fourth largest supermarket branch network. See Financial ConditionDeposits. TCF entered the leasing business through its 1997 acquisition of Winthrop Resources Corporation (Winthrop), a leasing company that leases computers and other business-essential equipment to companies nationwide. The Company expanded its leasing operations in September 1999 through TCF Leasing, Inc. (TCF Leasing), a de novo general equipment leasing business to serve the transportation, general middle-market equipment, lease discounting, and syndication sectors. See Financial ConditionLoans and Leases. The Companys VISA® debit card program has also grown significantly since its inception in 1996. According to a September 30, 2001 statistical report issued by VISA, TCF is the 13th largest VISA debit card issuer in the United States, with 1.2 million cards outstanding and the 12th largest based on sales volume.
TCFs strategic initiatives are businesses that complement the Companys core and emerging businesses. TCFs new products have been significant contributors to the growth in fees and other revenues generated by checking accounts and loan products. Currently, TCFs strategic initiatives include continued investment in de novo branch expansion, new loan and deposit products, including card products, designed to provide additional convenience to deposit and loan customers and to further leverage its EXPRESS TELLER ATM network. In June 2001, the Company launched its discount brokerage, TCF Express Trade, Inc. The Company is also planning to launch additional insurance and investment products in 2002.
Results of Operations
PERFORMANCE SUMMARY TCF reported diluted earnings per common share of $2.70 for 2001, compared with $2.35 for 2000 and $2.00 for 1999. Net income was $207.3 million for 2001, up from $186.2 million for 2000 and $166 million for 1999. Return on average assets was 1.79% in 2001, compared with 1.72% in 2000 and 1.61% in 1999. Return on average realized common equity was 23.18% in 2001, compared with 21.53% in 2000 and 19.83% in 1999. Diluted cash earnings per common share, which excludes amortization of goodwill net of income tax benefits, was $2.80 for 2001, compared with $2.44 for 2000 and $2.09 for 1999. On the same basis, cash return on average assets was 1.86% for 2001, compared with 1.79% for 2000 and 1.69% for 1999, and cash return on average realized common equity was 24.03% for 2001, compared with 22.40% for 2000 and 20.74% for 1999.
22
FIVE YEAR FINANCIAL SUMMARY
Consolidated Income:
|
|
Year Ended December 31, |
|
Percentage Increase (Decrease) |
|
|||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001/2000 |
|
2000/1999 |
|
|||||
|
|
(Dollars in thousands, except per-share data) |
|
|||||||||||||||||
Top-line revenue(1) |
|
$ |
848,529 |
|
$ |
761,999 |
|
$ |
698,533 |
|
$ |
661,429 |
|
$ |
577,363 |
|
11.4 |
% |
9.1 |
% |
Net interest income |
|
$ |
481,222 |
|
$ |
438,536 |
|
$ |
424,213 |
|
$ |
425,734 |
|
$ |
393,596 |
|
9.7 |
|
3.4 |
|
Provision for credit losses |
|
20,878 |
|
14,772 |
|
16,923 |
|
23,280 |
|
17,995 |
|
41.3 |
|
(12.7 |
) |
|||||
Non-interest income |
|
371,486 |
|
336,276 |
|
313,693 |
|
284,681 |
|
221,815 |
|
10.5 |
|
7.2 |
|
|||||
Non-interest expense |
|
501,996 |
|
457,202 |
|
447,892 |
|
421,886 |
|
356,509 |
|
9.8 |
|
2.1 |
|
|||||
Income before income tax expense |
|
329,834 |
|
302,838 |
|
273,091 |
|
265,249 |
|
240,907 |
|
8.9 |
|
10.9 |
|
|||||
Income tax expense |
|
122,512 |
|
116,593 |
|
107,052 |
|
109,070 |
|
95,846 |
|
5.1 |
|
8.9 |
|
|||||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
$ |
156,179 |
|
$ |
145,061 |
|
11.3 |
|
12.2 |
|
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings |
|
$ |
2.73 |
|
$ |
2.37 |
|
$ |
2.01 |
|
$ |
1.77 |
|
$ |
1.72 |
|
15.2 |
|
17.9 |
|
Diluted earnings |
|
$ |
2.70 |
|
$ |
2.35 |
|
$ |
2.00 |
|
$ |
1.76 |
|
$ |
1.69 |
|
14.9 |
|
17.5 |
|
Diluted cash earnings(2) |
|
$ |
2.80 |
|
$ |
2.44 |
|
$ |
2.09 |
|
$ |
1.84 |
|
$ |
1.73 |
|
14.8 |
|
16.2 |
|
Dividends declared |
|
$ |
1.00 |
|
$ |
.825 |
|
$ |
.725 |
|
$ |
.6125 |
|
$ |
.46875 |
|
21.2 |
|
13.8 |
|
Consolidated Financial Condition:
|
|
At December 31, |
|
Percentage Increase (Decrease) |
|
|||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001/2000 |
|
2000/1999 |
|
|||||
|
|
(Dollars in thousands, except per-share data) |
|
|||||||||||||||||
Total assets |
|
$ |
11,358,715 |
|
$ |
11,197,462 |
|
$ |
10,661,716 |
|
$ |
10,164,594 |
|
$ |
9,744,660 |
|
1.4 |
% |
5.0 |
% |
Securities available for sale |
|
1,584,661 |
|
1,403,888 |
|
1,521,661 |
|
1,677,919 |
|
1,426,131 |
|
12.9 |
|
(7.7 |
) |
|||||
Residential real estate loans |
|
2,733,290 |
|
3,673,831 |
|
3,919,678 |
|
3,765,280 |
|
3,623,845 |
|
(25.6 |
) |
(6.3 |
) |
|||||
Other loans and leases |
|
5,510,912 |
|
4,872,868 |
|
3,976,065 |
|
3,375,898 |
|
3,445,343 |
|
13.1 |
|
22.6 |
|
|||||
Checking, savings and money market deposits |
|
4,778,714 |
|
4,086,219 |
|
3,712,988 |
|
3,756,558 |
|
3,301,647 |
|
16.9 |
|
10.1 |
|
|||||
Certificates |
|
2,320,244 |
|
2,805,605 |
|
2,871,847 |
|
2,958,588 |
|
3,605,663 |
|
(17.3 |
) |
(2.3 |
) |
|||||
Borrowings |
|
3,023,025 |
|
3,184,245 |
|
3,083,888 |
|
2,461,046 |
|
1,727,152 |
|
(5.1 |
) |
3.3 |
|
|||||
Stockholders equity |
|
917,033 |
|
910,220 |
|
808,982 |
|
845,502 |
|
953,680 |
|
0.7 |
|
12.5 |
|
|||||
Tangible equity |
|
762,327 |
|
745,798 |
|
637,252 |
|
662,619 |
|
756,159 |
|
2.2 |
|
17.0 |
|
|||||
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Book value |
|
11.92 |
|
11.34 |
|
9.87 |
|
9.88 |
|
10.27 |
|
5.1 |
|
14.9 |
|
|||||
Tangible equity |
|
9.91 |
|
9.29 |
|
7.78 |
|
7.74 |
|
8.15 |
|
6.7 |
|
19.4 |
|
|||||
Key Ratios and Other Data:
|
|
At or For the Year Ended December 31, |
|
Percentage Increase (Decrease) |
|
||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001/2000 |
|
2000/1999 |
|
Return on average assets |
|
1.79 |
% |
1.72 |
% |
1.61 |
% |
1.62 |
% |
1.77 |
% |
4.1 |
% |
6.8 |
% |
Cash return on average assets(2) |
|
1.86 |
|
1.79 |
|
1.69 |
|
1.70 |
|
1.82 |
|
3.9 |
|
5.9 |
|
Return on average realized common equity |
|
23.18 |
|
21.53 |
|
19.83 |
|
17.51 |
|
19.57 |
|
7.7 |
|
8.6 |
|
Return on average common equity |
|
23.06 |
|
22.64 |
|
20.34 |
|
17.34 |
|
19.45 |
|
1.9 |
|
11.3 |
|
Cash return on average realized common equity(2) |
|
24.03 |
|
22.40 |
|
20.74 |
|
18.37 |
|
20.10 |
|
7.3 |
|
8.0 |
|
Average total equity to average assets |
|
7.78 |
|
7.58 |
|
7.93 |
|
9.35 |
|
9.12 |
|
2.6 |
|
(4.4 |
) |
Average tangible equity to average assets |
|
6.40 |
|
6.04 |
|
6.21 |
|
7.38 |
|
7.97 |
|
6.0 |
|
(2.7 |
) |
Average realized tangible equity to average assets |
|
6.36 |
|
6.43 |
|
6.41 |
|
7.29 |
|
7.92 |
|
(1.1 |
) |
0.3 |
|
Net interest margin(3) |
|
4.51 |
|
4.35 |
|
4.47 |
|
4.84 |
|
5.20 |
|
3.7 |
|
(2.7 |
) |
Common dividend payout ratio |
|
37.04 |
% |
35.11 |
% |
36.25 |
% |
34.80 |
% |
27.74 |
% |
5.5 |
|
(3.1 |
) |
Number of banking locations |
|
375 |
|
352 |
|
338 |
|
311 |
|
221 |
|
6.5 |
|
4.1 |
|
Number of checking accounts (in thousands) |
|
1,249 |
|
1,131 |
|
1,032 |
|
913 |
|
772 |
|
10.4 |
|
9.6 |
|
(1) |
|
Top-line revenue consists of net interest income plus fees and other revenues excluding gains on sales of branches, securities available for sale, loan servicing and subsidiaries and title insurance revenues. |
|
|
|
(2) |
|
Excludes amortization of goodwill, net of income tax benefit. |
|
|
|
(3) |
|
Net interest income divided by average interest-earning assets. |
23
OPERATING SEGMENT RESULTS
Banking , comprised of deposits and investment products, commercial lending, consumer lending, residential lending and treasury services, reported net income of $180.5 million for 2001, up 9.9% from $164.3 million in 2000. Net interest income for 2001 was $423 million, compared with $397.9 million for 2000. The provision for credit losses totaled $7.4 million in 2001, down from $9.6 million in 2000. Non-interest income (excluding gains on sales of branches and securities available for sale) totaled $309.3 million, up 12.7% from $274.4 million in 2000. This improvement was primarily due to increased fees and service charges and electronic funds transfer revenues, reflecting TCFs expanded retail banking operations and customer base. Non-interest expense (excluding the amortization of goodwill) totaled $432.3 million, up 7.7% from $401.2 million in 2000. The increase was primarily due to the costs associated with TCFs continued retail banking expansion, including de novo supermarket branches, offset by cost savings from sales of underperforming branches.
TCF has significantly expanded its banking franchise in recent periods and had 375 banking branches at December 31, 2001. Since January 1, 1998, TCF has opened 193 new branches, of which 176 were supermarket branches. TCF continued to expand its retail banking franchise by opening 27 new branches during 2001. TCF anticipates opening between 25 and 30 new branches during 2002 (including approximately 15 more supermarket branches) and plans to continue expanding in future years.
Leasing and Equipment Finance , an operating segment comprised of TCFs wholly owned subsidiaries Winthrop and TCF Leasing, provides a broad range of comprehensive lease and equipment finance products. This operating segment reported net income of $20.4 million for 2001, down 11.3% from $23 million in 2000. Results for 2001 reflect changes in methodologies of certain allocations from prior years. Leasing and equipment finance results include an increase of $1.5 million, after tax, in intercompany expense as a result of the change in methodologies. Net interest income for 2001 was $39.4 million, up 29.7% from $30.4 million in 2000. Leasing and equipment finances provision for credit losses totaled $13.5 million in 2001, up from $5.2 million in 2000, primarily as a result of increased delinquencies and net charge-offs coupled with growth in the portfolio. Non-interest income totaled $45.7 million in 2001, up 18.9% from $38.5 million in 2000 due to higher levels of sales type lease revenues during 2001. Non-interest expense (excluding the amortization of goodwill) totaled $38.4 million in 2001, up 48.6% from $25.8 million in 2000 primarily as a result of the growth experienced in TCF Leasing.
Mortgage Banking activities include the origination and purchase of residential mortgage loans, generally for sale to third parties with servicing retained. This operating segment reported net income of $5.9 million for 2001, compared with $1.2 million for 2000. As a result of changes in methodologies of certain allocations in 2001, the 2001 results for the mortgage banking operating segment include a reduction in intercompany expense of $1.2 million, after tax, compared with 2000. Non-interest income totaled $15.4 million, down 1.7% from $15.7 million in 2000. This decrease in non-interest income from 2000 is primarily due to a $13.1 million decrease in net servicing income, partially offset by increases of $10.4 million in gains on sales of loans held for sale and $2.4 million in other income on higher volume of loan originations. The decline in net servicing income from 2000 is attributable to a $16 million increase in amortization and impairment of mortgage servicing rights, due to accelerating actual and assumed prepayments and increased volumes. As a result of declines in interest rates during 2001, the mortgage banking segment has experienced an increase in refinance activity. During 2001, this operating segment generated $3.7 billion in new loan applications and $2.6 billion in closed loans, up from $1.3 billion and $876.9 million, respectively for the same 2000 period. Refinances were 59% of originations for 2001, compared with 19% for 2000. TCFs mortgage pipeline (applications in process, but not yet closed) was $606.7 million at December 31, 2001, compared with $221.4 million at December 31, 2000. The third party servicing portfolio was $4.7 billion at December 31, 2001, with a weighted average coupon of 7.13%, compared with $4 billion at December 31, 2000, with a weighted average coupon of 7.42%. Capitalized mortgage servicing rights totaled $58.3 million, or 1.25% of the servicing portfolio, at December 31, 2001, compared with $40.1 million, or 1.01%, at December 31, 2000. Non-interest expense totaled $20.9 million for 2001, up 7.5% from $19.4 million for 2000. Contributing to the increase in non-interest expense during 2001 were increased expenses resulting from the high level of loan originations during the year.
Consolidated Income Statement Analysis
NET INTEREST INCOME Net interest income, which is the difference between interest earned on loans and leases, securities available for sale, investments and other interest-earning assets (interest income), and interest paid on deposits and borrowings (interest expense), represented 56.4% of TCFs revenue in 2001. Net interest income divided by average interest-earning assets is referred to as the net interest margin, expressed as a percentage. Net interest income and net interest margin are affected by changes in interest rates, loan pricing strategies and competitive conditions, the volume and the mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets.
Net interest income was $481.2 million for the year ended December 31, 2001, compared with $438.5 million in 2000 and $424.2 million in 1999. This represents an increase of 9.7% in 2001, compared with an increase of 3.4% in 2000 and a decrease of .4% in 1999. Total average interest-earning assets increased 5.9% in 2001, following increases of 6.1% in 2000 and 7.9% in 1999. The net interest margin for 2001 was 4.51%, compared with 4.35% in 2000 and 4.47% in 1999.
24
The following table presents TCFs average balance sheets, interest and dividends earned or paid, and the related yields and rates on major categories of TCFs interest-earning assets and interest-bearing liabilities:
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|||||||||||||||||||||
|
|
Average
|
|
Interest(1) |
|
Yields
|
|
Average
|
|
Interest(1) |
|
Yields
|
|
Average
|
|
Interest(1) |
|
Yields
|
|
|||||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Investments |
|
$ |
164,362 |
|
$ |
8,966 |
|
5.46 |
% |
$ |
139,840 |
|
$ |
10,041 |
|
7.18 |
% |
$ |
142,494 |
|
$ |
9,411 |
|
6.60 |
% |
|||
Securities available for sale (2) |
|
1,706,093 |
|
112,267 |
|
6.58 |
|
1,500,225 |
|
99,185 |
|
6.61 |
|
1,689,257 |
|
111,032 |
|
6.57 |
|
|||||||||
Loans held for sale |
|
379,045 |
|
24,266 |
|
6.40 |
|
220,560 |
|
17,130 |
|
7.77 |
|
199,073 |
|
13,367 |
|
6.71 |
|
|||||||||
Loans and leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consumer |
|
2,346,349 |
|
215,438 |
|
9.18 |
|
2,139,135 |
|
218,577 |
|
10.22 |
|
1,971,069 |
|
199,103 |
|
10.10 |
|
|||||||||
Commercial real estate |
|
1,490,616 |
|
116,128 |
|
7.79 |
|
1,195,985 |
|
103,181 |
|
8.63 |
|
933,227 |
|
78,033 |
|
8.36 |
|
|||||||||
Commercial business |
|
409,685 |
|
29,893 |
|
7.30 |
|
367,072 |
|
33,483 |
|
9.12 |
|
341,378 |
|
27,425 |
|
8.03 |
|
|||||||||
Leasing and equipment finance |
|
918,915 |
|
89,131 |
|
9.70 |
|
650,616 |
|
69,960 |
|
10.75 |
|
410,245 |
|
47,077 |
|
11.48 |
|
|||||||||
Subtotal |
|
5,165,565 |
|
450,590 |
|
8.72 |
|
4,352,808 |
|
425,201 |
|
9.77 |
|
3,655,919 |
|
351,638 |
|
9.62 |
|
|||||||||
Residential real estate |
|
3,251,328 |
|
230,520 |
|
7.09 |
|
3,860,025 |
|
275,124 |
|
7.13 |
|
3,808,062 |
|
266,653 |
|
7.00 |
|
|||||||||
Total loans and leases(3) |
|
8,416,893 |
|
681,110 |
|
8.09 |
|
8,212,833 |
|
700,325 |
|
8.53 |
|
7,463,981 |
|
618,291 |
|
8.28 |
|
|||||||||
Total interest-earning assets |
|
10,666,393 |
|
826,609 |
|
7.75 |
|
10,073,458 |
|
826,681 |
|
8.21 |
|
9,494,805 |
|
752,101 |
|
7.92 |
|
|||||||||
Other assets(4) |
|
886,713 |
|
|
|
|
|
773,799 |
|
|
|
|
|
798,494 |
|
|
|
|
|
|||||||||
Total assets |
|
$ |
11,553,106 |
|
|
|
|
|
$ |
10,847,257 |
|
|
|
|
|
$ |
10,293,299 |
|
|
|
|
|
||||||
Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-interest bearing deposits |
|
$ |
1,580,907 |
|
|
|
|
|
$ |
1,328,932 |
|
|
|
|
|
$ |
1,177,723 |
|
|
|
|
|
||||||
Interest-bearing deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Checking |
|
790,023 |
|
3,549 |
|
.45 |
|
739,429 |
|
4,391 |
|
.59 |
|
711,440 |
|
4,043 |
|
.57 |
|
|||||||||
Savings |
|
1,018,730 |
|
7,472 |
|
.73 |
|
1,036,861 |
|
11,571 |
|
1.12 |
|
1,111,104 |
|
12,435 |
|
1.12 |
|
|||||||||
Money market |
|
902,091 |
|
21,144 |
|
2.34 |
|
758,240 |
|
25,139 |
|
3.32 |
|
728,522 |
|
19,074 |
|
2.62 |
|
|||||||||
Subtotal |
|
2,710,844 |
|
32,165 |
|
1.19 |
|
2,534,530 |
|
41,101 |
|
1.62 |
|
2,551,066 |
|
35,552 |
|
1.39 |
|
|||||||||
Certificates |
|
2,607,009 |
|
130,562 |
|
5.01 |
|
2,824,456 |
|
155,993 |
|
5.52 |
|
2,888,968 |
|
139,943 |
|
4.84 |
|
|||||||||
Total interest-bearing deposits |
|
5,317,853 |
|
162,727 |
|
3.06 |
|
5,358,986 |
|
197,094 |
|
3.68 |
|
5,440,034 |
|
175,495 |
|
3.23 |
|
|||||||||
Total deposits |
|
6,898,760 |
|
162,727 |
|
2.36 |
|
6,687,918 |
|
197,094 |
|
2.95 |
|
6,617,757 |
|
175,495 |
|
2.65 |
|
|||||||||
Borrowings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Short-term borrowings |
|
1,097,688 |
|
44,800 |
|
4.08 |
|
767,302 |
|
49,218 |
|
6.41 |
|
601,224 |
|
32,333 |
|
5.38 |
|
|||||||||
Long-term borrowings |
|
2,345,742 |
|
137,860 |
|
5.88 |
|
2,331,400 |
|
141,833 |
|
6.08 |
|
2,072,734 |
|
120,060 |
|
5.79 |
|
|||||||||
Total borrowings |
|
3,443,430 |
|
182,660 |
|
5.30 |
|
3,098,702 |
|
191,051 |
|
6.17 |
|
2,673,958 |
|
152,393 |
|
5.70 |
|
|||||||||
Total interest-bearing liabilities |
|
8,761,283 |
|
345,387 |
|
3.94 |
|
8,457,688 |
|
388,145 |
|
4.59 |
|
8,113,992 |
|
327,888 |
|
4.04 |
|
|||||||||
Total deposits and borrowings |
|
10,342,190 |
|
345,387 |
|
3.34 |
|
9,786,620 |
|
388,145 |
|
3.97 |
|
9,291,715 |
|
327,888 |
|
3.53 |
|
|||||||||
Other liabilities(4) |
|
311,871 |
|
|
|
|
|
238,047 |
|
|
|
|
|
185,393 |
|
|
|
|
|
|||||||||
Total liabilities |
|
10,654,061 |
|
|
|
|
|
10,024,667 |
|
|
|
|
|
9,477,108 |
|
|
|
|
|
|||||||||
Stockholders equity(4) |
|
899,045 |
|
|
|
|
|
822,590 |
|
|
|
|
|
816,191 |
|
|
|
|
|
|||||||||
Total liabilities and stockholders equity |
|
$ |
11,553,106 |
|
|
|
|
|
$ |
10,847,257 |
|
|
|
|
|
$ |
10,293,299 |
|
|
|
|
|
||||||
Net interest income and margin |
|
|
|
$ |
481,222 |
|
4.51 |
% |
|
|
$ |
438,536 |
|
4.35 |
% |
|
|
$ |
424,213 |
|
4.47 |
% |
||||||
(1) Tax-exempt income was not significant and thus has not been presented on a tax equivalent basis. Tax-exempt income of $156,000, $181,000 and $189,000 was recognized during the years ended December 31, 2001, 2000 and 1999, respectively.
(2) Average balance and yield of securities available for sale are based upon the historical amortized cost.
(3) Average balance of loans and leases includes non-accrual loans and leases, and is presented net of unearned income.
(4) Average balance is based upon month-end balances.
25
The following table presents the components of the changes in net interest income by volume and rate:
|
|
Year Ended
|
|
Year Ended
|
|
||||||||||||||
|
|
Increase (Decrease) Due to |
|
Increase (Decrease) Due to |
|
||||||||||||||
|
|
Volume(1) |
|
Rate(1) |
|
Total |
|
Volume(1) |
|
Rate(1) |
|
Total |
|
||||||
|
|
(In thousands) |
|
||||||||||||||||
Investments |
|
$ |
1,579 |
|
$ |
(2,654 |
) |
$ |
(1,075 |
) |
$ |
(179 |
) |
$ |
809 |
|
$ |
630 |
|
Securities available for sale |
|
13,534 |
|
(452 |
) |
13,082 |
|
(12,518 |
) |
671 |
|
(11,847 |
) |
||||||
Loans held for sale |
|
10,583 |
|
(3,447 |
) |
7,136 |
|
1,528 |
|
2,235 |
|
3,763 |
|
||||||
Loans and leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer |
|
20,168 |
|
(23,307 |
) |
(3,139 |
) |
12,012 |
|
7,462 |
|
19,474 |
|
||||||
Commercial real estate |
|
23,682 |
|
(10,735 |
) |
12,947 |
|
22,560 |
|
2,588 |
|
25,148 |
|
||||||
Commercial business |
|
3,594 |
|
(7,184 |
) |
(3,590 |
) |
2,161 |
|
3,897 |
|
6,058 |
|
||||||
Leasing and equipment finance |
|
26,546 |
|
(7,375 |
) |
19,171 |
|
26,046 |
|
(3,163 |
) |
22,883 |
|
||||||
Subtotal |
|
73,990 |
|
(48,601 |
) |
25,389 |
|
62,779 |
|
10,784 |
|
73,563 |
|
||||||
Residential real estate |
|
(43,072 |
) |
(1,532 |
) |
(44,604 |
) |
3,588 |
|
4,883 |
|
8,471 |
|
||||||
Total loans and leases |
|
30,918 |
|
(50,133 |
) |
(19,215 |
) |
66,367 |
|
15,667 |
|
82,034 |
|
||||||
Total interest income |
|
56,614 |
|
(56,686 |
) |
(72 |
) |
55,198 |
|
19,382 |
|
74,580 |
|
||||||
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Checking |
|
275 |
|
(1,117 |
) |
(842 |
) |
184 |
|
164 |
|
348 |
|
||||||
Savings |
|
(196 |
) |
(3,903 |
) |
(4,099 |
) |
(864 |
) |
|
|
(864 |
) |
||||||
Money market |
|
4,252 |
|
(8,247 |
) |
(3,995 |
) |
804 |
|
5,261 |
|
6,065 |
|
||||||
Subtotal |
|
4,331 |
|
(13,267 |
) |
(8,936 |
) |
124 |
|
5,425 |
|
5,549 |
|
||||||
Certificates |
|
(11,559 |
) |
(13,872 |
) |
(25,431 |
) |
(3,187 |
) |
19,237 |
|
16,050 |
|
||||||
Total deposits |
|
(7,228 |
) |
(27,139 |
) |
(34,367 |
) |
(3,063 |
) |
24,662 |
|
21,599 |
|
||||||
Borrowings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings |
|
16,993 |
|
(21,411 |
) |
(4,418 |
) |
9,973 |
|
6,912 |
|
16,885 |
|
||||||
Long-term borrowings |
|
843 |
|
(4,816 |
) |
(3,973 |
) |
15,537 |
|
6,236 |
|
21,773 |
|
||||||
Total borrowings |
|
17,836 |
|
(26,227 |
) |
(8,391 |
) |
25,510 |
|
13,148 |
|
38,658 |
|
||||||
Total interest expense |
|
10,608 |
|
(53,366 |
) |
(42,758 |
) |
22,447 |
|
37,810 |
|
60,257 |
|
||||||
Net interest income |
|
$ |
46,006 |
|
$ |
(3,320 |
) |
$ |
42,686 |
|
$ |
32,751 |
|
$ |
(18,428 |
) |
$ |
14,323 |
|
(1) Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.
Changes in net interest income are dependent upon the volume and mix of interest-earning assets and interest-bearing liabilities, the movement of interest rates and the level of non-performing assets. Achieving net interest margin growth is dependent on TCFs ability to generate higher-yielding assets and lower cost retail deposits. If variable index rates (e.g., prime) were to decline, TCF may experience compression of its net interest margin depending on the timing and amount of any reductions, as it is possible that interest rates paid on retail deposits will not decline as quickly, or to the same extent, as the decline in the yield on interest-rate-sensitive assets such as home equity loans. Competition for checking, savings and money market deposits, important sources of lower cost funds for TCF, is intense. TCF may also experience compression in its net interest margin if the rates paid on deposits increase, or as a result of new pricing strategies and lower rates offered on loan products in order to respond to competitive conditions or if the rates paid for short-term and long-term borrowings increase faster, or to a greater extent, than the increase in the yield or interest-rate-sensitive assets. See Financial ConditionMarket RiskInterest-Rate Risk and Financial ConditionDeposits.
In 2001, TCFs net interest income increased $42.7 million, or 9.7%, and total average interest-earning assets increased by $592.9 million, or 5.9%, compared with 2000 levels. TCFs net interest income improved by $46 million due to volume changes and decreased $3.3 million due to rate changes. The increases in net interest income and net interest margin are primarily due to the growth in higher yielding commercial and consumer loans and leasing and equipment finance along with the strong growth in low-cost checking, savings and money market deposits, as well as the decrease in interest rates and interest paid on certificates and borrowings. These favorable trends were partially offset by the anticipated reduction in residential real estate loans. Interest income decreased by $72,000 in 2001 reflecting a decrease of $56.7 million due to rate, substantially offset by an increase of $56.6 million
26
due to volume changes. Interest expense decreased $42.8 million in 2001, reflecting a decrease of $53.4 million due to lower cost of funds, partially offset by a $10.6 million increase due to volume changes. The increase in net interest income due to volume changes reflects the increase in total average interest-earning assets and an increase in the balance of non-interest bearing deposits. The decrease in net interest income due to rate changes reflects the impact of declining rates on interest earning assets greater than the impact of declining rates on interest bearing liabilities.
In 2000, TCFs net interest income increased $14.3 million, or 3.4%, and total average interest-earning assets increased by $578.7 million, or 6.1%, compared with 1999 levels. TCFs net interest income improved by $32.8 million due to volume changes and decreased $18.4 million due to rate changes. The favorable impact of the growth in consumer lending volumes and rates, leasing and equipment finance volumes, and commercial real estate volumes and rates was partially offset by decreased consumer finance automobile and securities available for sale volumes and increased borrowings volumes. Interest income increased $74.6 million in 2000, reflecting increases of $55.2 million due to volume and $19.4 million due to rate changes. Interest expense increased $60.3 million in 2000, reflecting increases of $37.8 million due to a higher cost of funds and $22.4 million due to volume. The increase in net interest income due to volume changes reflects the increase in total average interest-earning assets and an increase in the balance of non-interest bearing deposits. The decrease in net interest income due to rate changes reflects a higher cost of funds.
In 1999, TCFs net interest income decreased $1.5 million, or .4%, and total average interest-earning assets increased by $692 million, or 7.9%, compared with 1998 levels. TCFs net interest income improved by $15.5 million due to volume changes. The increase in net interest income due to volume reflects the increase in total average interest-earning assets. Net interest income decreased $17 million due to rate changes in 1999, reflecting loan prepayments and the discontinuation of TCFs higher-yielding consumer finance business. TCFs 1999 net interest income and net interest margin were negatively impacted, as compared with 1998, by $17.4 million or 11 basis points due to the discontinuation and sale of TCFs higher-yielding consumer finance automobile business. The unfavorable impact of the discontinuation of TCFs consumer finance automobile business, decreased yields on loans and leases resulting, in part, from the implementation of new tiered pricing for home equity loans in early 1999, and increased borrowing volumes was partially offset by increased securities available for sale and loan and lease volumes, decreased rates paid on interest-bearing liabilities and decreased certificate of deposit volumes. Interest income increased $3.2 million in 1999, reflecting an increase of $45.9 million due to volume, partially offset by a decrease of $42.7 million due to rate changes. Interest expense increased $4.7 million in 1999, reflecting an increase of $30.4 million due to volume, partially offset by a decrease of $25.7 million due to a lower cost of funds.
PROVISION FOR CREDIT LOSSES TCF provided $20.9 million for credit losses in 2001, compared with $14.8 million in 2000 and $16.9 million in 1999. Net loan and lease charge-offs were $12.5 million, or .15% of average loans and leases, in 2001, compared with $3.9 million, or .05%, in 2000 and $26.4 million, or .35% of average loans and leases in 1999. The increase in provisions and net loan and lease charge-offs from 2000 reflects the impact of the growth in commercial loan and leasing and equipment finance portfolios coupled with increased charge-offs in the leasing and equipment finance portfolio. Leasing and equipment finance net charge-offs were $9.1 million, or 1% of related average loans and leases during 2001, compared with $2.2 million, or .33% in 2000 and $1.6 million, or .39% of related average loans and leases in 1999. 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 policy which involves a number of factors such as net charge-offs, delinquencies in the loan and lease portfolio, general economic conditions and managements assessment of credit risk in the current loan and lease portfolio. The allowance for loan and lease losses totaled $75 million at December 31, 2001, compared with $66.7 million at December 31, 2000, and was 144% of non-accrual loans and leases. See Financial ConditionAllowance for Loan and Lease Losses.
NON-INTEREST INCOME Non-interest income is a significant source of revenues for TCF, representing 43.6% of total revenues in 2001, and is an important factor in TCFs results of operations. Providing a wide range of retail banking services is an integral component of TCFs business philosophy and a major strategy for generating additional non-interest income. Excluding gains on sales of securities available for sale, loan servicing, branches, subsidiaries and title insurance revenues, non-interest income increased $43.8 million, or 13.6%, during 2001 to $367.3 million. The increase was primarily due to increased fees and service charges and electronic funds transfer and leasing revenues, reflecting TCFs expanded retail banking and leasing operations and customer base. The increases in fees and service charges and electronic funds transfer revenues primarily reflect the increase in the number of retail checking accounts, which totaled 1,249,000 accounts at December 31, 2001, up from 1,131,000 at December 31, 2000. The average annual fee revenue per retail checking account was $209 for 2001, compared with $190 for 2000.
27
The following table presents the components of non-interest income:
|
|
Year Ended December 31, |
|
Percentage
|
|
|||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001/2000 |
|
2000/1999 |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||
Fees and service charges |
|
$ |
194,321 |
|
$ |
166,240 |
|
$ |
138,198 |
|
$ |
109,934 |
|
$ |
83,993 |
|
16.9 |
% |
20.3 |
% |
Electronic funds transfer revenues |
|
87,134 |
|
78,101 |
|
67,144 |
|
50,556 |
|
30,808 |
|
11.6 |
|
16.3 |
|
|||||
Leasing and equipment finance |
|
45,730 |
|
38,442 |
|
28,505 |
|
31,344 |
|
32,025 |
|
19.0 |
|
34.9 |
|
|||||
Mortgage banking |
|
12,042 |
|
10,519 |
|
12,770 |
|
16,877 |
|
13,768 |
|
14.5 |
|
(17.6 |
) |
|||||
Investments and insurance |
|
11,535 |
|
12,266 |
|
14,849 |
|
13,926 |
|
11,892 |
|
(6.0 |
) |
(17.4 |
) |
|||||
Other |
|
16,545 |
|
17,895 |
|
12,854 |
|
13,058 |
|
11,281 |
|
(7.5 |
) |
39.2 |
|
|||||
Fees and other revenues |
|
367,307 |
|
323,463 |
|
274,320 |
|
235,695 |
|
183,767 |
|
13.6 |
|
17.9 |
|
|||||
Gains on sales of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Branches |
|
3,316 |
|
12,813 |
|
12,160 |
|
18,585 |
|
14,187 |
|
(74.1 |
) |
5.4 |
|
|||||
Securities available for sale |
|
863 |
|
|
|
3,194 |
|
2,246 |
|
8,509 |
|
N.M. |
|
(100.0 |
) |
|||||
Loan servicing |
|
|
|
|
|
3,076 |
|
2,414 |
|
1,622 |
|
|
|
(100.0 |
) |
|||||
Subsidiaries and joint venture interest |
|
|
|
|
|
5,522 |
|
5,580 |
|
|
|
|
|
(100.0 |
) |
|||||
Title insurance revenues (1) |
|
|
|
|
|
15,421 |
|
20,161 |
|
13,730 |
|
|
|
(100.0 |
) |
|||||
Other non-interest income |
|
4,179 |
|
12,813 |
|
39,373 |
|
48,986 |
|
38,048 |
|
(67.4 |
) |
(67.5 |
) |
|||||
Total non-interest income |
|
$ |
371,486 |
|
$ |
336,276 |
|
$ |
313,693 |
|
$ |
284,681 |
|
$ |
221,815 |
|
10.5 |
|
7.2 |
|
Fees and other revenues as a percentage of top-line revenues |
|
43.29 |
% |
42.45 |
% |
39.27 |
% |
35.63 |
% |
31.83 |
% |
|
|
|
|
|||||
Fees and other revenues as a percentage of average assets |
|
3.18 |
|
2.98 |
|
2.67 |
|
2.45 |
|
2.25 |
|
|
|
|
|
(1) Title insurance business was sold in 1999.
N.M. Not meaningful.
Fees and service charges increased $28.1 million, or 16.9%, in 2001 and $28 million, or 20.3%, in 2000, primarily as a result of expanded retail banking activities. These increases reflect the impact of the investment in de novo branch expansion and the increase in the number of retail checking accounts and per account revenues noted above.
Electronic funds transfer revenues increased $9 million, or 11.6%, in 2001 and $11 million, or 16.3%, in 2000. These increases reflect TCFs efforts to provide banking services through its EXPRESS TELLER ATM network and TCF Express Cards. Included in electronic funds transfer revenues are Express Card interchange fees of $37.4 million, $28.7 million and $19.5 million for 2001, 2000 and 1999, respectively. The significant increase in these fees reflects an increase in the distribution of Express Cards, and an increase in utilization resulting from TCFs phone card promotion which rewards customers with long distance minutes based on usage, a promotion begun in February 2000. TCF had 1.4 million EXPRESS TELLER ATM cards outstanding at December 31, 2001, of which 1.2 million were Express Cards. At December 31, 2000, TCF had 1.2 million EXPRESS TELLER ATM cards outstanding, of which 1.1 million were Express Cards. The percentage of TCFs checking account base with Express Cards increased to 78.3% during 2001, from 74.8% during 2000. The percentage of these customers who were active Express Card users increased to 51.3% during 2001, from 49.3% during 2000. The average number of transactions per month on active Express Cards increased to 10.92 during 2001, from 9.99 during 2000. Also included in electronic funds transfer revenues are ATM revenues of $45.8 million, $47.3 million and $46.4 million for 2001, 2000 and 1999, respectively. The decline in ATM revenues in 2001 was attributable to fewer ATM machines coupled with a decline in utilization of machines by non-customers as the number of alternative ATM machines has increased and as check card usage has reduced the need for cash by customers. Additionally, as contracts are renewed and entered into, merchants have generally required larger percentages of the fee charged to non- customers. At December 31, 2001, TCF had 1,341 EXPRESS TELLER ATMs in its network compared with 1,384 EXPRESS TELLER ATMs at December 31, 2000. In 2002, the contracts covering 256 EXPRESS TELLER ATMs will expire and not be renewed. The expiration of the contracts on these machines is not expected to have a material impact on future ATM revenues.
28
Leasing and equipment finance revenues increased $7.3 million, or 19%, in 2001 to $45.7 million, following an increase of $9.9 million or 34.9%, in 2000 to $38.4 million. The volume and type of new lease transactions and the resulting revenues may fluctuate from period to period based upon factors not within the control of TCF, such as economic conditions. The increase in total leasing and equipment finance revenues for 2001 is primarily due to increases of $3.6 million from sales-type lease transactions, $3.1 million from operating lease transactions and $644,000 in other revenues. The increase in total leasing revenues for 2000 was primarily due to increased revenue of $6.8 million from sales-type lease transactions and an increase of $1.7 million in operating lease transactions. TCFs ability to grow its lease portfolio is dependent upon its ability to place new equipment in service. In an adverse economic environment, there may be a decline in the demand for some types of equipment which TCF leases, resulting in a decline in the amount of new equipment being placed into service.
The following table sets forth information about mortgage banking revenues:
|
|
|
|
Percentage |
|
|||||||||||||||
Year Ended December 31, |
Increase (Decrease) |
|
||||||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001/2000 |
|
2000/1999 |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||
Servicing income |
|
$ |
16,932 |
|
$ |
12,642 |
|
$ |
12,981 |
|
$ |
17,146 |
|
$ |
17,093 |
|
33.9 |
% |
(2.6 |
)% |
Less: Mortgage servicing amortization and impairment |
|
20,964 |
|
5,326 |
|
4,906 |
|
6,814 |
|
4,853 |
|
N.M. |
|
8.6 |
|
|||||
Net servicing income (loss) |
|
(4,032 |
) |
7,316 |
|
8,075 |
|
10,332 |
|
12,240 |
|
N.M. |
|
(9.4 |
) |
|||||
Gains on sales of loans |
|
11,795 |
|
1,347 |
|
3,194 |
|
4,536 |
|
1,229 |
|
N.M. |
|
(57.8 |
) |
|||||
Other income |
|
4,279 |
|
1,856 |
|
1,501 |
|
2,009 |
|
299 |
|
130.5 |
|
23.7 |
|
|||||
Total mortgage banking |
|
$ |
12,042 |
|
$ |
10,519 |
|
$ |
12,770 |
|
$ |
16,877 |
|
$ |
13,768 |
|
14.5 |
|
(17.6 |
) |
N.M. Not meaningful.
Mortgage banking revenues increased $1.5 million or 14.5% in 2001, following a decrease of $2.3 million or 17.6% in 2000. The increase in revenues during 2001 is attributable to increased loan origination and sale activity, partially offset by increased amortization and impairment of mortgage service rights due to high levels of actual and assumed prepayments and increased volumes. The decrease in total mortgage banking revenues for 2000 was primarily due to a decline in gains on sales of loans and net servicing income due to lower levels of originations of mortgages and the related servicing rights. At December 31, 2001, 2000 and 1999, TCF was servicing mortgage loans for others with aggregate unpaid principal balances of $4.7 billion, $4 billion and $2.9 billion, respectively.
As noted above, mortgage banking revenues are impacted by the amount of amortization and impairment of mortgage servicing rights. The capitalization, amortization and impairment of mortgage servicing rights are critical accounting policies to TCF and are subject to significant estimates. These estimates are based upon loan types, note rates and prepayment assumptions for the overall portfolio. Changes in the mix of loans, interest rates, defaults or prepayment speeds may have a material effect on the amortization amount and possible impairment in valuation. In a declining interest rate environment, prepayments will increase and result in an acceleration in the amortization of the mortgage servicing rights as the underlying portfolio declines and also may result in impairment valuation charges as the value of the mortgage servicing rights decline. TCF periodically evaluates its capitalized mortgage servicing rights for impairment. Any impairment is recognized through a valuation allowance. See Notes 1 and 9 of Notes to Consolidated Financial Statements for additional information concerning TCFs mortgage servicing rights.
The following table summarizes the prepayment speed assumptions used in the determination of the valuation and amortization of mortgage servicing rights as of December 31, 2001:
|
|
|
|
Prepayment Speed |
|
Weighted Average |
|
|
Interest Rate Tranche |
|
Unpaid Balance |
|
Assumption |
|
Life (in Years) |
|
|
|
|
(Dollars in thousands) |
|
|||||
0 to 7.00% |
|
$ |
2,386,402 |
|
12.4 |
% |
7.4 |
|
7.01 to 8.00% |
|
1,993,510 |
|
17.9 |
|
5.1 |
|
|
8.01 to 9.00% |
|
275,001 |
|
27.8 |
|
3.1 |
|
|
9.01% and higher |
|
24,442 |
|
29.4 |
|
2.6 |
|
|
|
|
$ |
4,679,355 |
|
14.9 |
|
6.2 |
|
29
Investments and insurance income, consisting principally of commissions on sales of annuities and mutual funds, decreased $731,000 to $11.5 million in 2001, following a decrease of $2.6 million to $12.3 million in 2000. Annuity and mutual fund sales volumes totaled $165 million for the year ended December 31, 2001, compared with $170.2 million during 2000. The decreased sales volumes during 2001 reflect the impact of lower yields offered by insurance companies on annuity products, and the volatility of the stock market affecting sales of mutual funds. Sales of insurance and investments may fluctuate from period to period, and future sales levels will depend upon general economic conditions and investor preferences. Sales of annuities will also depend upon continued favorable tax treatment and may be negatively impacted by the level of interest rates.
During 2001, TCF recognized a gain of $3.3 million on the sale of a branch with $30 million in deposits, compared with gains of $12.8 million on the sales of six branches with $95.7 million in deposits during 2000. TCF recognized gains of $12.2 million on the sales of eight branches with $116.7 million in deposits in 1999. TCF periodically sells branches that it considers to be underperforming, or have limited growth potential, and may continue to do so in the future, including one planned branch sale during the first quarter of 2002.
Gains on sales of securities available for sale totaled $863,000 in 2001. There were no sales of securities available for sale during 2000. Sales of securities available for sale produced gains of $3.2 million in 1999. In 1999, TCF recognized $3.1 million in gains on sales of $344.6 million of third-party loan servicing rights. No sales of third-party loan servicing rights occurred during 2000 and 2001. TCF may, from time to time, sell securities available for sale and loan servicing rights depending on market conditions.
During the 1999 fourth quarter, TCF sold its title insurance and appraisal operations and recognized a gain of $5.5 million, and will recognize a deferred gain of up to $15 million over the ensuing five years based upon TCFs use of services. TCF earned and recognized in other non-interest income $5.2 million and $4.5 million during 2001 and 2000, respectively. Title insurance revenues are no longer recognized by TCF as a result of its sale of these operations. Title insurance revenues totaled $15.4 million in 1999.
NON-INTEREST EXPENSE Non-interest expense increased $44.8 million, or 9.8%, in 2001, and $9.3 million, or 2.1%, in 2000, compared with the respective prior years. The following table presents the components of non-interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|||||||
|
|
Year Ended December 31, |
|
Increase (Decrease) |
|
|||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001/2000 |
|
2000/1999 |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||
Compensation and employee benefits |
|
$ |
267,716 |
|
$ |
239,544 |
|
$ |
239,053 |
|
$ |
217,401 |
|
$ |
180,482 |
|
11.8 |
% |
.2 |
% |
Occupancy and equipment |
|
78,774 |
|
74,938 |
|
73,613 |
|
71,323 |
|
58,352 |
|
5.1 |
|
1.8 |
|
|||||
Advertising and promotions |
|
20,909 |
|
19,181 |
|
16,981 |
|
19,544 |
|
19,157 |
|
9.0 |
|
13.0 |
|
|||||
Amortization of goodwill |
|
7,777 |
|
7,706 |
|
7,713 |
|
7,816 |
|
4,069 |
|
.9 |
|
(.1 |
) |
|||||
Other |
|
126,820 |
|
115,833 |
|
110,532 |
|
105,802 |
|
94,449 |
|
9.5 |
|
4.8 |
|
|||||
Total non-interest expense |
|
$ |
501,996 |
|
$ |
457,202 |
|
$ |
447,892 |
|
$ |
421,886 |
|
$ |
356,509 |
|
9.8 |
|
2.1 |
|
Compensation and employee benefits, representing 53.3% and 52.4% of total non-interest expense in 2001 and 2000, respectively, increased $28.2 million, or 11.8%, in 2001, and $491,000, or .2%, in 2000. The 2001 increase of 11.8% was primarily due to costs associated with expanded retail banking and leasing activities. Also contributing to the increase during 2001 is the increase in compensation and benefits resulting from the significant increase in mortgage banking activities. The slight increase in 2000 is the result of increases in expanded retail and leasing activities offset by the cost savings from the sale of TCFs title insurance and appraisal operations during the fourth quarter of 1999.
Occupancy and equipment expenses increased $3.8 million in 2001 and $1.3 million in 2000. The increases were primarily due to TCFs expanded retail banking and leasing activities, partially offset by branch sales.
Advertising and promotion expenses increased $1.7 million in 2001 following an increase of $2.2 million in 2000. These increases are primarily due to retail banking activities and promotional expenses associated with the TCF Express Phone Card, where customers earn free long distance phone minutes for use of their Express Cards. TCF awarded over 67 million and 38 million phone minutes during 2001 and 2000, respectively, under this promotion.
Other non-interest expense increased $11 million, or 9.5%, in 2001, primarily the result of increased expenses associated with higher levels of activity in mortgage banking and expanded retail banking and leasing operations. In 2000, other non-interest expense
30
increased $5.3 million, or 4.8%, reflecting costs associated with expanded retail banking and leasing activities, including increases in deposit account losses. A summary of other expense is presented in Note 24 of Notes to Consolidated Financial Statements.
INCOME TAXES TCF recorded income tax expense of $122.5 million in 2001, compared with $116.6 million in 2000 and $107.1 million in 1999. Income tax expense represented 37.14% of income before income tax expense during 2001, compared with 38.5% and 39.2% in 2000 and 1999, respectively. The lower tax rates in 2001 and 2000 primarily reflect the impact of favorable conclusion of prior years taxes, lower state income taxes and the reduced effect of non-deductible expenses as a percent of pre-tax net income.
The determination of current and deferred income taxes is a critical accounting policy which is based on complex analyses of many factors including interpretation of Federal and state income tax laws, the differences between 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. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax liabilities. Further detail on income taxes is provided in Note 13 of Notes to Consolidated Financial Statements.
Consolidated Financial Condition Analysis
INVESTMENTS Total investments, which include interest-bearing deposits with banks, federal funds sold, Federal Home Loan Bank (FHLB) stock, Federal Reserve Bank stock and other investments, increased $21.9 million in 2001 to $155.9 million at December 31, 2001. The increase primarily reflects an increase of $20.7 million in FHLB stock. TCF had no non-investment grade debt securities (junk bonds) and there were no open trading account or investment option positions as of December 31, 2001 or 2000. TCF is required to invest in FHLB stock in proportion to its level of borrowings from the FHLB.
SECURITIES AVAILABLE FOR SALE Securities available for sale increased $180.8 million during 2001 to $1.6 billion at December 31, 2001. This increase reflects purchases of $567.3 million of mortgage-backed securities in March 2001 in response to expected declines in the residential real estate loan portfolio, partially offset by sales of $33.6 million in mortgage-backed securities and normal payment and prepayment activity. At December 31, 2001, TCFs securities available-for-sale portfolio included $1.5 billion and $47.2 million of fixed-rate and adjustable-rate mortgage-backed securities, respectively. Net unrealized pre-tax gains on securities available for sale totaled $9.8 million at December 31, 2001, compared with net unrealized pre-tax losses of $15.6 million at December 31, 2000.
LOANS HELD FOR SALE Loans held for sale included residential mortgage and educa tion loans. Education loans held for sale were $165.1 million and $153.2 million at December 31, 2001 and 2000, respectively. Residential mortgage loans held for sale were $286.6 million and $74.5 million at December 31, 2001 and 2000, respectively. The increase in residential mortgage loans held for sale reflects the increase in refinance activity experienced in the mortgage banking segment as a result of the decline in interest rates.
LOANS AND LEASES The following table sets forth information about loans and leases held in TCFs portfolio, excluding loans held for sale:
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|||||||
|
|
Year Ended December 31, |
|
Increase (Decrease) |
|
|||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001/2000 |
|
2000/1999 |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||
Consumer |
|
$ |
2,509,333 |
|
$ |
2,234,134 |
|
$ |
2,058,584 |
|
$ |
1,876,554 |
|
$ |
1,976,699 |
|
12.3 |
% |
8.5 |
% |
Commercial real estate |
|
1,622,461 |
|
1,371,841 |
|
1,073,472 |
|
811,428 |
|
859,916 |
|
18.3 |
|
27.8 |
|
|||||
Commercial business |
|
422,381 |
|
410,422 |
|
351,353 |
|
289,104 |
|
240,207 |
|
2.9 |
|
16.8 |
|
|||||
Leasing and equipment finance |
|
956,737 |
|
856,471 |
|
492,656 |
|
398,812 |
|
368,521 |
|
11.7 |
|
73.8 |
|
|||||
Subtotal |
|
5,510,912 |
|
4,872,868 |
|
3,976,065 |
|
3,375,898 |
|
3,445,343 |
|
13.1 |
|
22.6 |
|
|||||
Residential real estate |
|
2,733,290 |
|
3,673,831 |
|
3,919,678 |
|
3,765,280 |
|
3,623,845 |
|
(25.6 |
) |
(6.3 |
) |
|||||
Total loans and leases |
|
$ |
8,244,202 |
|
$ |
8,546,699 |
|
$ |
7,895,743 |
|
$ |
7,141,178 |
|
$ |
7,069,188 |
|
(3.5 |
) |
8.2 |
|
31
Loans and leases decreased $302.5 million from year-end 2000 to $8.2 billion at December 31, 2001, reflecting increases of $275.2 million in consumer loans, $250.6 million in commercial real estate loans and $100.3 million in leasing and equipment finance, respectively, offset by an anticipated decrease of $940.5 million in residential real estate loans. At December 31, 2001, TCFs residential real estate loan portfolio was comprised of $1.5 billion of fixed-rate loans and $1.2 billion of adjustable-rate loans. The decline in the residential portfolio during 2001 was due to accelerating prepayments brought on by the declining interest rate environment. Management expects that the balance in the residential loan portfolio will continue to decline, which will provide funding for anticipated growth in other loan categories.
Consumer loans increased $275.2 million from year-end 2000 to $2.5 billion at December 31, 2001, reflecting an increase of $291.6 million in home equity loans. Approximately 70% of the home equity loan portfolio at December 31, 2001 consists of closed-end loans, compared with 68% at December 31, 2000. In addition, 51% of this portfolio carries a variable interest rate, compared with 47% at December 31, 2000. As a result of falling interest rates during 2001, $946 million of the variable rate consumer loans were at their interest rate floors as of December 31, 2001. These loans will remain at their interest rate floor until interest rates rise above the floor rate. An increase in the TCF base interest rate of 100 basis points would result in the repricing of $366.9 million of variable rate consumer loans currently at their floor. A 200 basis point increase in the TCF base interest rate would result in a total of $654.5 million of these loans repricing at interest rates above their current floor.
As a result of the tiered pricing structure introduced in early 1999 for its home equity loans, TCF experienced an increase in the loan-to-value ratios on new home equity loans. Many of these loans are secured by a first lien on the home and include an advance to pay off an existing first lien mortgage loan. These loans may carry a higher level of credit risk than loans with a lower loan-to-value ratio. Higher loan-to-value ratio loans are made to more creditworthy customers based on credit scoring models. Notwithstanding the above mentioned increase, the weighted average loan-to-value ratio for the home equity loan portfolio at December 31, 2001 was 72%, compared with 77% at December 31, 2000.
The following table sets forth additional information about the loan-to-value ratios for TCFs home equity loan portfolio:
|
|
At December 31, |
|
||||||||||||||||
|
|
2001 |
|
2000 |
|
||||||||||||||
Loan-to-Value Ratios(1) |
|
Balance |
|
Percent
|
|
Over 30-Day
|
|
Balance |
|
Percent
|
|
Over 30-Day
|
|
||||||
|
|
(Dollars in thousands) |
|
||||||||||||||||
Over 105%(2) |
|
$ |
10,203 |
|
.4 |
% |
2.69 |
% |
$ |
5,766 |
|
.3 |
% |
|
% |
||||
Over 100% to 105%(2) |
|
56,375 |
|
2.3 |
|
1.43 |
|
39,867 |
|
1.8 |
|
2.10 |
|
||||||
Over 90% to 100% |
|
396,333 |
|
16.2 |
|
.69 |
|
486,536 |
|
22.6 |
|
.97 |
|
||||||
Over 80% to 90% |
|
802,094 |
|
32.8 |
|
.64 |
|
648,218 |
|
30.1 |
|
.93 |
|
||||||
80% or less |
|
1,178,783 |
|
48.3 |
|
.69 |
|
971,760 |
|
45.2 |
|
.77 |
|
||||||
Total |
|
$ |
2,443,788 |
|
100.0 |
% |
.70 |
|
$ |
2,152,147 |
|
100.0 |
% |
.89 |
|
||||
(1) Loan-to-value is based on the loan amount (current outstanding balance on closed-end loans and the total commitment on lines of credit) plus deferred loan origination costs net of fees and refundable insurance premiums, if any, plus the original amount of senior liens, if any. Property values represent the most recent appraised value or property tax assessment value known to TCF.
(2) Amount reflects the total outstanding loan balance. The portion of the loan balance in excess of 100% of the property value is substantially less.
32
The following table summarizes TCFs commercial real estate loan portfolio by property type:
|
|
At December 31, |
|
||||||||||||
|
|
2001 |
|
2000 |
|
||||||||||
|
|
|
|
|
|
Over 30-Day |
|
|
|
|
|
Over 30-Day |
|
||
|
|
|
|
|
|
Delinquency as |
|
|
|
|
|
Delinquency as |
|
||
|
|
|
|
Number |
|
a Percentage |
|
|
|
Number |
|
a Percentage |
|
||
|
|
Balance |
|
of Loans |
|
of Portfolio |
|
Balance |
|
of Loans |
|
of Portfolio |
|
||
|
|
(Dollars in thousands) |
|
||||||||||||
Apartments |
|
$ |
431,679 |
|
586 |
|
.03 |
% |
$ |
326,594 |
|
544 |
|
.12 |
% |
Office buildings |
|
364,357 |
|
283 |
|
.08 |
|
318,230 |
|
279 |
|
|
|
||
Retail services |
|
217,408 |
|
243 |
|
|
|
171,747 |
|
221 |
|
.05 |
|
||
Hotels and motels |
|
144,424 |
|
34 |
|
|
|
159,383 |
|
34 |
|
|
|
||
Warehouse/industrial buildings |
|
159,090 |
|
165 |
|
|
|
120,852 |
|
156 |
|
|
|
||
Health care facilities |
|
24,698 |
|
15 |
|
|
|
28,783 |
|
18 |
|
|
|
||
Other |
|
280,805 |
|
448 |
|
.04 |
|
246,252 |
|
546 |
|
.54 |
|
||
|
|
$ |
1,622,461 |
|
1,774 |
|
.03 |
|
$ |
1,371,841 |
|
1,798 |
|
.13 |
|
Commercial real estate loans increased $250.6 million from year-end 2000 to $1.6 billion at December 31, 2001. Commercial business loans increased $12 million in 2001 to $422.4 million at December 31, 2001. TCF continues to expand its commercial business and commercial real estate lending activity to borrowers located in its primary midwestern markets. With a primary focus on secured lending, at December 31, 2001, approximately 98% of TCFs commercial real estate and commercial business loans are secured either by properties or underlying business assets. At December 31, 2001 and December 31, 2000, the construction and development portfolio included $31.5 million and $28 million, respectively, of hotel and motel loans and $2.5 million and $1.9 million, respectively, of apartment loans. At December 31, 2001, approximately 86% of TCFs commercial real estate loans outstanding were secured by properties located in its primary markets.
The following table summarizes TCFs leasing and equipment finance portfolio:
|
|
At December 31, |
|
||||||||||||
|
|
2001 |
|
2000 |
|
||||||||||
|
|
|
|
|
|
Over 30-Day |
|
|
|
|
|
Over 30-Day |
|
||
|
|
|
|
|
|
Delinquency as |
|
|
|
|
|
Delinquency as |
|
||
|
|
|
|
Percent |
|
a Percentage |
|
|
|
Percent |
|
a Percentage |
|
||
|
|
Balance |
|
of Total |
|
of Portfolio |
|
Balance |
|
of Total |
|
of Portfolio |
|
||
|
|
(Dollars in thousands) |
|
||||||||||||
Winthrop(1) |
|
$ |
307,335 |
|
32.1 |
% |
.24 |
% |
$ |
357,113 |
|
41.7 |
% |
.73 |
% |
Wholesale(2) |
|
204,792 |
|
21.4 |
|
.28 |
|
160,050 |
|
18.7 |
|
.35 |
|
||
Middle market |
|
181,826 |
|
19.0 |
|
2.14 |
|
86,532 |
|
10.1 |
|
1.66 |
|
||
Truck and trailer |
|
144,485 |
|
15.1 |
|
7.59 |
|
152,740 |
|
17.8 |
|
6.84 |
|
||
Small ticket(3) |
|
100,691 |
|
10.5 |
|
1.17 |
|
82,867 |
|
9.7 |
|
.80 |
|
||
Leveraged lease |
|
17,608 |
|
1.9 |
|
|
|
17,169 |
|
2.0 |
|
|
|
||
Total |
|
$ |
956,737 |
|
100.0 |
% |
1.84 |
|
$ |
856,471 |
|
100.0 |
% |
1.83 |
|
(1) Winthrop consists primarily of high-tech equipment, computers, telecommunications and point of sale equipment.
(2) Wholesale includes the discounting and purchase or origination of lease receivables sourced by third party lessors.
(3) Small ticket includes lease financings to small- and mid-size companies through programs with vendors, manufacturers, distributors and franchise organizations. Individual contracts generally range from $25,000 to $250,000.
Leasing and equipment finance increased $100.3 million from year-end 2000 to $956.7 million at December 31, 2001. At December 31, 2001, $143.7 million or 20.6% of TCFs lease portfolio was funded on a non-recourse basis with other banks and consequently TCF retains no credit risk on such amounts. This compares with non-recourse fundings of $165.8 million or 25.4% at December 31, 2000. Total loan and lease originations for TCFs leasing businesses were $492.3 million during 2001, compared with $648.1 million in 2000 and $327.3 million in 1999. The leasing and equipment finance businesses have experienced a slowdown in originations due
33
to the current economy. At December 31, 2001, the backlog of approved transactions related to TCFs leasing businesses totaled $126.1 million, compared with $165.6 million at December 31, 2000. The increase in the leasing and equipment finance portfolio is primarily due to the de novo expansion activity of TCF Leasing, which began in 1999. The investment in a leveraged lease represents a 100% equity interest in a Boeing 767 aircraft on lease to Delta Airlines in the United States. The aircraft is in service, the lessee is current on the lease payments and the lease expires in 2010. This lease represents TCFs only material direct exposure to the commercial airline industry. TCFs expanded leasing activity is subject to risk of cyclical downturns and other adverse economic developments affecting these industries and markets. TCFs ability to grow its lease portfolio is dependent upon its ability to place new equipment in service. In an adverse economic environment, there is a lower demand for some types of equipment which TCF leases, resulting in a decline in the amount of new equipment being placed into service. TCF Leasing has originated most of its portfolio during recent periods, and consequently the performance of this portfolio may not be reflective of future results and credit quality.
Loans and leases outstanding at December 31, 2001 are shown in the following table by maturity:
|
|
At December 31, 2001(1) |
|
||||||||||||||||
|
|
|
|
|
|
|
|
Leasing and |
|
|
|
|
|
||||||
|
|
|
|
Commercial |
|
Commercial |
|
Equipment |
|
Residential |
|
Total Loans |
|
||||||
|
|
Consumer |
|
Real Estate |
|
Business |
|
Finance |
|
Real Estate |
|
and Leases |
|
||||||
|
|
(In thousands) |
|
||||||||||||||||
Amounts due: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Within 1 year |
|
$ |
105,145 |
|
$ |
226,205 |
|
$ |
223,956 |
|
$ |
353,403 |
|
$ |
96,619 |
|
$ |
1,005,328 |
|
After 1 year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
1 to 2 years |
|
98,836 |
|
144,017 |
|
86,765 |
|
274,793 |
|
97,549 |
|
701,960 |
|
||||||
2 to 3 years |
|
110,143 |
|
120,444 |
|
59,135 |
|
184,754 |
|
99,774 |
|
574,250 |
|
||||||
3 to 5 years |
|
180,394 |
|
264,999 |
|
40,975 |
|
235,278 |
|
205,893 |
|
927,539 |
|
||||||
5 to 10 years |
|
607,274 |
|
673,189 |
|
7,007 |
|
|
|
495,478 |
|
1,782,948 |
|
||||||
10 to 15 years |
|
1,077,266 |
|
144,375 |
|
87 |
|
|
|
432,558 |
|
1,654,286 |
|
||||||
Over 15 years |
|
341,158 |
|
53,212 |
|
3,874 |
|
|
|
1,299,601 |
|
1,697,845 |
|
||||||
Total after 1 year |
|
2,415,071 |
|
1,400,236 |
|
197,843 |
|
694,825 |
|
2,630,853 |
|
7,338,828 |
|
||||||
Total |
|
$ |
2,520,216 |
|
$ |
1,626,441 |
|
$ |
421,799 |
|
$ |
1,048,228 |
|
$ |
2,727,472 |
|
$ |
8,344,156 |
|
Amounts due after 1 year on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fixed-rate loans and leases |
|
$ |
1,195,400 |
|
$ |
279,948 |
|
$ |
65,426 |
|
$ |
694,825 |
|
$ |
1,447,277 |
|
$ |
3,682,876 |
|
Adjustable-rate loans |
|
1,219,671 |
|
1,120,288 |
|
132,417 |
|
|
|
1,183,576 |
|
3,655,952 |
|
||||||
Total after 1 year |
|
$ |
2,415,071 |
|
$ |
1,400,236 |
|
$ |
197,843 |
|
$ |
694,825 |
|
$ |
2,630,853 |
|
$ |
7,338,828 |
|
(1) Gross of unearned discounts and deferred fees. This table does not include the effect of prepayments, which is an important consideration in managements interest rate risk analysis. Company experience indicates that the loans remain outstanding for significantly shorter periods than their contractual terms.
ALLOWANCE FOR LOAN AND LEASE LOSSES Credit risk is the risk of loss from a customer default. TCF has in place a process to identify and manage its credit risk. The process includes initial credit review and approval, periodic monitoring to measure compliance with credit agreements and internal credit policies, monitoring changes in the risk ratings of loans and leases, identification of problem loans and leases and special procedures for collection of problem loans and leases. The risk of loss is difficult to quantify and is subject to fluctuations in values and general economic conditions and other factors. As discussed previously, the determination of the allowance for loan and lease losses is a critical accounting policy which involves estimates and manage ments judgment on a number of factors such as net charge-offs, delinquencies in the loan and lease portfolio and general and economic conditions. The Company considers the allowance for loan and lease losses of $75 million adequate to cover losses inherent in the loan and lease portfolio as of December 31, 2001. 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 the on- going credit review process by TCF, will not require significant increases in the allowance for loan and lease losses. A protracted economic slowdown and/or a decline in real estate may have an adverse impact on the adequacy of the allowance for loan and lease losses by increas ing credit risk and the risk of potential loss. See Notes 1 and 7 of Notes to Consolidated Financial Statements for additional information concerning TCFs allowance for loan and lease losses.
34
The following table sets forth information detailing the allowance for loan and lease losses and selected statistics:
|
|
Year Ended December 31, |
|
|||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Balance at beginning of year |
|
$ |
66,669 |
|
$ |
55,755 |
|
$ |
80,013 |
|
$ |
82,583 |
|
$ |
71,865 |
|
Acquired balance |
|
|
|
|
|
|
|
|
|
10,592 |
|
|||||
Transfers to loans held for sale |
|
|
|
|
|
(14,793 |
) |
|
|
|
|
|||||
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer |
|
(6,605 |
) |
(7,041 |
) |
(31,509 |
) |
(30,108 |
) |
(21,660 |
) |
|||||
Commercial real estate |
|
(122 |
) |
(76 |
) |
(674 |
) |
(1,294 |
) |
(927 |
) |
|||||
Commercial business |
|
(429 |
) |
(143 |
) |
(52 |
) |
(42 |
) |
(1,485 |
) |
|||||
Leasing and equipment finance |
|
(9,794 |
) |
(2,426 |
) |
(2,008 |
) |
(979 |
) |
(2,297 |
) |
|||||
Residential real estate |
|
(1 |
) |
(15 |
) |
(155 |
) |
(291 |
) |
(444 |
) |
|||||
|
|
(16,951 |
) |
(9,701 |
) |
(34,398 |
) |
(32,714 |
) |
(26,813 |
) |
|||||
Recoveries: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer |
|
3,487 |
|
4,576 |
|
5,831 |
|
5,222 |
|
3,141 |
|
|||||
Commercial real estate |
|
103 |
|
295 |
|
1,381 |
|
559 |
|
2,530 |
|
|||||
Commercial business |
|
193 |
|
690 |
|
329 |
|
635 |
|
2,488 |
|
|||||
Leasing and equipment finance |
|
649 |
|
254 |
|
398 |
|
345 |
|
618 |
|
|||||
Residential real estate |
|
|
|
28 |
|
71 |
|
103 |
|
167 |
|
|||||
|
|
4,432 |
|
5,843 |
|
8,010 |
|
6,864 |
|
8,944 |
|
|||||
Net charge-offs |
|
(12,519 |
) |
(3,858 |
) |
(26,388 |
) |
(25,850 |
) |
(17,869 |
) |
|||||
Provision charged to operations |
|
20,878 |
|
14,772 |
|
16,923 |
|
23,280 |
|
17,995 |
|
|||||
Balance at end of year |
|
$ |
75,028 |
|
$ |
66,669 |
|
$ |
55,755 |
|
$ |
80,013 |
|
$ |
82,583 |
|
Ratio of net loan and lease charge-offs to average loans and leases outstanding |
|
.15 |
% |
.05 |
% |
.35 |
% |
.36 |
% |
.30 |
% |
|||||
Year-end allowance as a percentage of year-end total loan and lease balances |
|
.91 |
|
.78 |
|
.71 |
|
1.12 |
|
1.17 |
|
|||||
Year-end allowance as a percentage of year-end loans and leases excluding residential real estate loans |
|
1.32 |
|
1.31 |
|
1.33 |
|
2.27 |
|
2.30 |
|
The allocation of TCFs allowance for loan and lease losses, including general and specific loss allocations, is as follows:
|
|
At December 31, |
|
Allocations
as a Percentage of Total
|
|
|||||||||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||
Consumer |
|
$ |
8,355 |
|
$ |
9,764 |
|
$ |
10,701 |
|
$ |
32,011 |
|
$ |
28,129 |
|
.33 |
% |
.44 |
% |
.52 |
% |
1.71 |
% |
1.42 |
% |
Commercial real estate |
|
24,459 |
|
20,753 |
|
12,708 |
|
12,525 |
|
15,065 |
|
1.51 |
|
1.51 |
|
1.18 |
|
1.54 |
|
1.75 |
|
|||||
Commercial business |
|
12,117 |
|
9,668 |
|
8,256 |
|
5,756 |
|
4,520 |
|
2.87 |
|
2.36 |
|
2.35 |
|
1.99 |
|
1.88 |
|
|||||
Leasing and equipment finance |
|
11,774 |
|
7,583 |
|
4,237 |
|
2,955 |
|
2,004 |
|
1.23 |
|
.89 |
|
.86 |
|
.74 |
|
.54 |
|
|||||
Unallocated |
|
16,139 |
|
16,139 |
|
16,839 |
|
23,295 |
|
29,364 |
|
N.A. |
|
N.A. |
|
N.A. |
|
N.A. |
|
N.A. |
|
|||||
Subtotal |
|
72,844 |
|
63,907 |
|
52,741 |
|
76,542 |
|
79,082 |
|
1.32 |
|
1.31 |
|
1.33 |
|
2.27 |
|
2.30 |
|
|||||
Residential real estate |
|
2,184 |
|
2,762 |
|
3,014 |
|
3,471 |
|
3,501 |
|
.08 |
|
.08 |
|
.08 |
|
.09 |
|
.10 |
|
|||||
Total allowance balance |
|
$ |
75,028 |
|
$ |
66,669 |
|
$ |
55,755 |
|
$ |
80,013 |
|
$ |
82,583 |
|
.91 |
|
.78 |
|
.71 |
|
1.12 |
|
1.17 |
|
N.A. Not applicable.
35
Additional information on the allowance for loan and lease losses follows:
|
|
At December 31, 2001 |
|
At December 31, 2000 |
|
||||||||||||||||
|
|
Allowance for |
|
|
|
Allowance |
|
Net |
|
Allowance for |
|
|
|
Allowance |
|
Net |
|
||||
|
|
Loan and |
|
Total Loans |
|
as a% of |
|
Charge |
|
Loan and |
|
Total Loans |
|
as a% of |
|
Charge |
|
||||
|
|
Lease Losses |
|
and Leases |
|
Portfolio |
|
Offs(1) |
|
Lease Losses |
|
and Leases |
|
Portfolio |
|
Offs(1) |
|
||||
|
|
(Dollars in thousands) |
|
||||||||||||||||||
Consumer |
|
$ |
8,355 |
|
$ |
2,509,333 |
|
.33 |
% |
.13 |
% |
$ |
9,764 |
|
$ |
2,234,134 |
|
.44 |
% |
.12 |
% |
Commercial real estate |
|
24,459 |
|
1,622,461 |
|
1.51 |
|
|
|
20,753 |
|
1,371,841 |
|
1.51 |
|
(.02 |
) |
||||
Commercial business |
|
12,117 |
|
422,381 |
|
2.87 |
|
.06 |
|
9,668 |
|
410,422 |
|
2.36 |
|
(.15 |
) |
||||
Leasing and equipment finance |
|
11,774 |
|
956,737 |
|
1.23 |
|
1.00 |
|
7,583 |
|
856,471 |
|
.89 |
|
.33 |
|
||||
Unallocated |
|
16,139 |
|
|
|
N.A. |
|
N.A. |
|
16,139 |
|
|
|
N.A. |
|
N.A. |
|
||||
Subtotal |
|
72,844 |
|
5,510,912 |
|
1.32 |
|
.24 |
|
63,907 |
|
4,872,868 |
|
1.31 |
|
.09 |
|
||||
Residential real estate |
|
2,184 |
|
2,733,290 |
|
.08 |
|
|
|
2,762 |
|
3,673,831 |
|
.08 |
|
|
|
||||
Total |
|
$ |
75,028 |
|
$ |
8,244,202 |
|
.91 |
|
.15 |
|
$ |
66,669 |
|
$ |
8,546,699 |
|
.78 |
|
.05 |
|
(1) Net charge-offs (recoveries) during the year as a percentage of related average loans and leases.
N.A. Not applicable.
The allocated allowance balances for TCFs residential, consumer and commercial real estate loan portfolios at December 31, 2001 reflect the Companys continued strengthening of its credit quality and related low level of net loan charge-offs for these portfolios. The increase in the allocated allowance for leasing and equipment finance losses reflects the previously mentioned increase in the percentage of leases that are internally funded and the increase in charge-offs in the leasing and equipment finance portfolio. The allocated allowances for these portfolios do not reflect any significant changes in estimation methods or assumptions.
The increase in TCFs allowance for loan and lease losses as a percentage of total loans and leases at December 31, 2001 reflects the impact of the significant growth in the commercial loan and leasing and equipment finance portfolios coupled with increased charge-offs in the leasing business. The allowance for loan and lease losses as a percentage of net loan and lease charge-offs during the year was 599% at December 31, 2001, compared with 1,728% at December 31, 2000 and 211% at December 31, 1999. Net loan and lease charge-offs were $12.5 million, or .15% of average loans and leases outstanding in 2001, compared with $3.9 million, or .05% of average loans and leases in 2000 and $26.4 million, or .35% of average loans and leases in 1999. The ratio of net loan charge-offs to average loans outstanding for TCFs consumer portfolio was .13% for the year ended December 31, 2001, compared with .12% for the year ended December 31, 2000. Included in total net loan and lease charge-offs were $9.1 million and $2.2 million of leasing and equipment finance net charge-offs during 2001 and 2000, respectively.
The following table sets forth additional information regarding TCFs leasing and equipment finance net charge-offs:
|
|
Year Ended December 31, |
|
||||||||
|
|
2001 |
|
2000 |
|
||||||
|
|
|
|
% of Average |
|
|
|
% of Average |
|
||
|
|
Net |
|
Loans and |
|
Net |
|
Loans and |
|
||
|
|
Charge-offs |
|
Leases |
|
Charge-offs |
|
Leases |
|
||
|
|
(Dollars in thousands) |
|
||||||||
Winthrop |
|
$ |
2,182 |
|
.64 |
% |
$ |
1,325 |
|
.38 |
% |
Wholesale |
|
1,621 |
|
.85 |
|
|
|
|
|
||
Middle market |
|
513 |
|
.39 |
|
12 |
|
.03 |
|
||
Truck and trailer |
|
3,587 |
|
2.31 |
|
299 |
|
.32 |
|
||
Small ticket |
|
1,242 |
|
1.37 |
|
536 |
|
.81 |
|
||
Leveraged lease |
|
|
|
|
|
|
|
|
|
||
Total |
|
$ |
9,145 |
|
1.00 |
|
$ |
2,172 |
|
.33 |
|
36
NON-PERFORMING ASSETS Non-performing assets consisting of non-accrual loans and leases and other real estate owned totaled $66.6 million at December 31, 2001, or .82% of net loans and leases, up $20.6 million from $46.1 million, or .54% at December 31, 2000. The increase in total non-performing assets reflects increases of $6.7 million, $3.3 million and $2.4 million in non-performing commercial real estate, commercial business and residential real estate assets, respectively. Also contributing to the increase in non-performing assets are increases of $3.4 million in non-accrual consumer loans and $2.6 million in non-accrual leasing and equipment finance. Approximately 57% of non-performing assets consist of, or are secured by, residential real estate. The accrual of interest income is generally discontinued when loans and leases become 90 days or more past due with respect to either principal or interest (150 days for loans secured by residential real estate) unless such loans and leases are adequately secured and in the process of collection.
Non-performing assets are summarized in the following table:
|
|
At December 31, |
|
|||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
1997 |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Non-accrual loans and leases: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer |
|
$ |
16,473 |
|
$ |
13,027 |
|
$ |
12,178 |
|
$ |
17,745 |
|
$ |
21,037 |
|
Commercial real estate |
|
11,135 |
|
5,820 |
|
1,576 |
|
4,352 |
|
3,818 |
|
|||||
Commercial business |
|
3,550 |
|
236 |
|
2,960 |
|
2,797 |
|
3,370 |
|
|||||
Leasing and equipment finance, net |
|
11,723 |
|
7,376 |
|
1,310 |
|
290 |
|
117 |
|
|||||
Residential real estate |
|
6,959 |
|
4,829 |
|
5,431 |
|
8,078 |
|
8,451 |
|
|||||
Total non-accrual loans and leases, net |
|
49,840 |
|
31,288 |
|
23,455 |
|
33,262 |
|
36,793 |
|
|||||
Non-recourse discounted lease rentals |
|
2,134 |
|
3,910 |
|
619 |
|
435 |
|
|
|
|||||
Total non-accrual loans and leases, gross |
|
51,974 |
|
35,198 |
|
24,074 |
|
33,697 |
|
36,793 |
|
|||||
Other real estate owned |
|
14,655 |
|
10,869 |
|
10,912 |
|
13,602 |
|
18,353 |
|
|||||
Total non-performing assets, gross |
|
$ |
66,629 |
|
$ |
46,067 |
|
$ |
34,986 |
|
$ |
47,299 |
|
$ |
55,146 |
|
Total non-performing assets, net |
|
$ |
64,495 |
|
$ |
42,157 |
|
$ |
34,367 |
|
$ |
46,864 |
|
$ |
55,146 |
|
Accruing loans and leases 90 days or more past due |
|
$ |
5,129 |
|
$ |
5,020 |
|
$ |
5,789 |
|
$ |
|
|
$ |
|
|
Gross non-performing assets as a percentage of net loans and leases |
|
.82 |
% |
.54 |
% |
.45 |
% |
.67 |
% |
.79 |
% |
|||||
Gross non-performing assets as a percentage of total assets |
|
.59 |
|
.41 |
|
.33 |
|
.47 |
|
.57 |
|
The following table sets forth information regarding TCFs delinquent loan and lease portfolio, excluding loans held for sale and non-accrual loans and leases:
|
|
At December 31, |
|
||||||||
|
|
2001 |
|
2000 |
|
||||||
|
|
|
|
Percentage |
|
|
|
Percentage |
|
||
|
|
Principal |
|
of Loans |
|
Principal |
|
of Loans |
|
||
|
|
Balances |
|
and Leases |
|
Balances |
|
and Leases |
|
||
|
|
(Dollars in thousands) |
|
||||||||
Loans and leases delinquent for: |
|
|
|
|
|
|
|
|
|
||
30-59 days |
|
$ |
25,998 |
|
.32 |
% |
$ |
40,083 |
|
.47 |
% |
60-89 days |
|
15,646 |
|
.19 |
|
13,755 |
|
.16 |
|
||
90 days or more |
|
5,129 |
|
.06 |
|
5,020 |
|
.06 |
|
||
Total |
|
$ |
46,773 |
|
.57 |
% |
$ |
58,858 |
|
.69 |
% |
37
The over 30-day delinquency rate on TCFs loans and leases (excluding loans held for sale and non-accrual loans and leases) was .57% of loans and leases outstanding at December 31, 2001, compared with .69% at year-end 2000. TCFs delinquency rates are determined using the contractual method. The following table sets forth information regarding TCFs over 30-day delinquent loan and lease portfolio, excluding loans held for sale and non-accrual loans and leases:
|
|
At December 31, |
|
||||||||
|
|
2001 |
|
2000 |
|
||||||
|
|
Principal |
|
Percentage |
|
Principal |
|
Percentage |
|
||
|
|
Balances |
|
of Portfolio |
|
Balances |
|
of Portfolio |
|
||
|
|
(Dollars in thousands) |
|
||||||||
Consumer |
|
$ |
17,939 |
|
.72 |
% |
$ |
20,628 |
|
.93 |
% |
Commercial real estate |
|
538 |
|
.03 |
|
1,793 |
|
.13 |
|
||
Commercial business |
|
526 |
|
.13 |
|
3,958 |
|
.96 |
|
||
Leasing and equipment finance |
|
17,393 |
|
1.84 |
|
15,508 |
|
1.83 |
|
||
Residential real estate |
|
10,377 |
|
.38 |
|
16,971 |
|
.46 |
|
||
Total |
|
$ |
46,773 |
|
.57 |
|
$ |
58,858 |
|
.69 |
|
TCFs over 30-day delinquency on total leasing and equipment finance increased to 1.84% at December 31, 2001 from 1.83% at December 31, 2000. Included in delinquent leasing and equipment finance at December 31, 2001 are $754,000 of leases that have been funded on a non-recourse basis by third-party financial institutions, compared with $2.4 million at December 31, 2000. Delinquencies in the truck and trailer segment of the leasing and equipment finance portfolio were $11 million, or 7.6% at December 31, 2001, compared with $10.4 million, or 6.8%, at December 31, 2000. Also, non-accrual loans and leases in the truck and trailer segment of the leasing and equipment finance portfolio were $6.9 million at December 31, 2001, compared with $4.7 million at December 31, 2000. The increase in delinquencies and non-accrual loans and leases in the truck and trailer segment reflects the impact of higher fuel and insurance costs, driver shortages and the slowdown in freight activity caused by the slowing economy. Management continues to closely monitor the truck and trailer portfolio given the current economic environment. See Loans and Leases.
In addition to the non-accrual loans and leases, there were $79.9 million of loans and leases at December 31, 2001 for which management has concerns regarding the ability of the borrowers to meet existing repayment terms. This amount consists of loans and leases that were classified for regulatory purposes as substandard or doubtful, or were to customers that currently are experiencing financial difficulties or that management believes may experience financial difficulties in the future. This compares with $19.8 million of loans and leases at December 31, 2000. The increase in these classified assets is generally due to the slowing economy and results from the periodic review process and risk rating performed by TCF. Although these loans and leases are generally secured by commercial real estate or other corporate assets, they may be subject to future modifications of their terms or may become non-performing.
The recorded investment in loans that are considered to be impaired was $18.8 million and $6.8 million at December 31, 2001 and December 31, 2000, respectively. The related allowance for credit losses was $5 million at December 31, 2001, compared with $1.3 million at December 31, 2000. All of the impaired loans were on non-accrual status. Management monitors the performance and classification of such loans and leases and the financial condition of these borrowers.
LIQUIDITY MANAGEMENT TCF manages its liquidity position to ensure that the funding needs of depositors and borrowers are met promptly and in a cost-effective manner. Asset liquidity arises from the ability to convert assets to cash as well as from the maturity of assets. Liability liquidity results from the ability of TCF to attract a diversity of funding sources to meet funding requirements promptly.
Deposits are the primary source of TCFs funds for use in lending and for other general business purposes. In addition to deposits, TCF derives funds primarily from loan and lease repayments, proceeds from the discounting of leases and borrowings. Deposit inflows and outflows are significantly influenced by general interest rates, money market conditions, competition for funds and other factors. TCFs deposit inflows and outflows have been and will continue to be affected by these factors. See FORWARD-LOOKING INFORMATION. Borrowings may be used to compensate for reductions in normal sources of funds, such as deposit inflows at less than projected levels, net deposit outflows or to support expanded activities. Historically, TCF has borrowed primarily from the FHLB, from institutional sources under reverse repurchase agreements and, to a lesser extent, from other sources. At December 31, 2001, TCF had over $2.3 billion in unused capacity under these funding sources, which could be used to meet future liquidity needs. See Borrowings.
38
Potential sources of liquidity for TCF Financial Corporation (parent company only) include cash dividends from TCFs wholly-owned bank subsidiaries, issuance of equity securities, borrowings under the Companys $105 million bank line of credit and commercial paper program, and interest income. TCFs subsidiary banks ability to pay dividends or make other capital distributions to TCF is restricted by regulation and may require regulatory approval. Undistributed earnings and profits at December 31, 2001 includes approximately $134.4 million for which no provision for federal income tax has been made. This amount represents earnings appropriated to bad debt reserves and deducted for federal income tax purposes, and is generally not available for payment of cash dividends or other distributions to shareholders without incurring an income tax liability based on the amount of earnings removed and current tax rates.
DEPOSITS Checking, savings and money market deposits are an important source of lower cost funds and fee income for TCF. Deposits totaled $7.1 billion at December 31, 2001, up $207.1 million from December 31, 2000. As previously noted, TCF sold one branch with $30 million of deposits during 2001. Lower interest-cost checking, savings and money market deposits totaled $4.8 billion, up $692.5 million from December 31, 2000, and comprised 67.3% of total deposits at December 31, 2001, compared with 59.3% of total deposits at December 31, 2000. The average balance of these deposits for 2001 was $4.3 billion, an increase of $428.3 million over the $3.9 billion average balance for 2000. Higher interest-cost certificates of deposit decreased $485.4 million from December 31, 2000 as a result of TCFs disciplined pricing and availability of other lower-cost funding sources. The Companys weighted-average rate for deposits, including non-interest bearing deposits, decreased to 1.49% at December 31, 2001, from 3.12% at December 31, 2000, due to the change in mix of deposits and the declines in overall interest rates during 2001.
As previously noted, TCF continued to expand its supermarket banking franchise during 2001, opening 21 new branches during the year. TCF now has 234 supermarket branches. During the past year, the number of deposit accounts in TCFs supermarket branches increased 14.6% to over 740,000 accounts and the balances increased 13% to $1.2 billion. The average rate on these deposits decreased from 2.73% at December 31, 2000 to 1.23% at December 31, 2001, due to general decreases in interest rates.
Additional information regarding TCFs supermarket branches follows:
|
|
|
|
|
|
|
|
|
|
Percentage |
|
||||||
|
|
At December 31, |
|
Increase (Decrease) |
|
||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
1998 |
|
2001/2000 |
|
2000/1999 |
|
||||
|
|
(Dollars in thousands) |
|
||||||||||||||
Number of branches |
|
234 |
|
213 |
|
195 |
|
160 |
|
9.9 |
% |
9.2 |
% |
||||
Number of deposit accounts |
|
740,457 |
|
646,084 |
|
551,536 |
|
406,146 |
|
14.6 |
|
17.1 |
|
||||
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Checking |
|
$ |
591,000 |
|
$ |
475,162 |
|
$ |
354,074 |
|
$ |
272,194 |
|
24.4 |
|
34.2 |
|
Savings |
|
211,190 |
|
135,000 |
|
120,876 |
|
96,496 |
|
56.4 |
|
11.7 |
|
||||
Money market |
|
130,758 |
|
108,557 |
|
60,169 |
|
55,070 |
|
20.5 |
|
80.4 |
|
||||
Subtotal |
|
932,948 |
|
718,719 |
|
535,119 |
|
423,760 |
|
29.8 |
|
34.3 |
|
||||
Certificates |
|
279,777 |
|
354,891 |
|
290,579 |
|
194,456 |
|
(21.2 |
) |
22.1 |
|
||||
Total deposits |
|
$ |
1,212,725 |
|
$ |
1,073,610 |
|
$ |
825,698 |
|
$ |
618,216 |
|
13.0 |
|
30.0 |
|
Average rate on deposits |
|
1.23 |
% |
2.73 |
% |
2.24 |
% |
2.16 |
% |
(54.9 |
) |
21.9 |
|
||||
Total fees and other revenues for the year |
|
$ |
136,709 |
|
$ |
112,043 |
|
$ |
86,665 |
|
$ |
53,482 |
|
22.0 |
|
29.3 |
|
Consumer loans outstanding |
|
$ |
305,081 |
|
$ |
233,393 |
|
$ |
192,931 |
|
$ |
108,213 |
|
30.7 |
|
21.0 |
|
BORROWINGS Borrowings totaled $3 billion at December 31, 2001, down $161.2 million from year-end 2000. The decrease was primarily due to high prepayments on the residential and securities available for sale portfolios and increased deposit funding which reduces reliance on borrowings. See Note 11 and 12 of Notes to Consolidated Financial Statements for detailed information on TCFs borrowings. Included in long-term borrowings at December 31, 2001, are $1.3 billion of fixed-rate FHLB advances which are callable at par on certain anniversary dates and quarterly thereafter until maturity. If called, the FHLB will provide replacement funding at the then prevailing market rate of interest for the remaining term-to-maturity of the advances, subject to standard terms and conditions. The weighted-average rate on borrowings decreased to 4.85% at December 31, 2001, from 6.23% at December 31, 2000, due to general decreases in interest rates. At December 31, 2001, borrowings with a maturity of one year or less totaled $795.5 million.
39
TCF does not have any unconsolidated subsidiaries, partnerships, special purpose entities or other forms of off-balance-sheet borrowings. See Note 19 of Notes to Consolidated Financial Statements for information relating to off-balance-sheet instruments.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS As disclosed in the Notes to Consolidated Financial Statements, TCF has certain obligations and commitments to make future payments under contracts. At December 31, 2001, the aggregate contractual obligations (excluding bank deposits) and commercial commitments are as follows:
|
|
Payments Due by Period |
|
|||||||||||||
|
|
|
|
Less than |
|
1-3 |
|
4-5 |
|
After 5 |
|
|||||
Contractual Obligations |
|
Total |
|
1 year |
|
Years |
|
Years |
|
Years |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Total borrowings |
|
$ |
3,023,025 |
|
$ |
719,859 |
|
$ |
1,577,204 |
|
$ |
303,462 |
|
$ |
422,500 |
|
Annual rental commitments under non-cancellable operating leases |
|
118,048 |
|
16,649 |
|
29,067 |
|
23,898 |
|
48,434 |
|
|||||
|
|
$ |
3,141,073 |
|
$ |
736,508 |
|
$ |
1,606,271 |
|
$ |
327,360 |
|
$ |
470,934 |
|
|
|
Amount of CommitmentExpiration by Period |
|
|||||||||||||
|
|
|
|
Less than |
|
1-3 |
|
4-5 |
|
After 5 |
|
|||||
Other Commercial Commitments |
|
Total |
|
1 year |
|
Years |
|
Years |
|
Years |
|
|||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Commitments to lend |
|
$ |
1,550,207 |
|
$ |
1,409,771 |
|
$ |
125,237 |
|
$ |
10,483 |
|
$ |
4,716 |
|
Standby letters of credit |
|
12,748 |
|
11,070 |
|
1,260 |
|
418 |
|
|
|
|||||
|
|
$ |
1,562,955 |
|
$ |
1,420,841 |
|
$ |
126,497 |
|
$ |
10,901 |
|
$ |
4,716 |
|
STOCKHOLDERS EQUITY Stockholders equity at December 31, 2001 was $917 million, or 8.1% of total assets, up from $910.2 million, or 8.1% of total assets, at December 31, 2000. The increase in stockholders equity is primarily due to net income of $207.3 million for the year ended December 31, 2001, partially offset by the repurchase of 3.7 million shares of TCFs common stock at a cost of $148 million and the payment of $77.5 million in dividends on common stock. Since January 1, 1998, the Company has repurchased 18.6 million shares of TCFs common stock at an average cost of $29.04 per share. At December 31, 2001, average total equity to average assets was 7.78% compared to 7.58% at December 31, 2000. Dividends paid to common shareholders on a per share basis totaled $1.00 in 2001, an increase of 21.2% from $.825 in 2000. TCFs dividend payout ratio was 37.04% in 2001 and 35.11% in 2000. The Companys primary funding sources for common dividends are dividends received from its subsidiary banks. At December 31, 2001, TCF and its bank subsidiaries exceeded their regulatory capital requirements and are considered well-capitalized under guidelines established by the Federal Reserve Board and the Office of the Comptroller of the Currency pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991. See Note 14 of Notes to Consolidated Financial Statements. TCF does not have any trust preferred securities or other quasi-equity instruments.
TCF has used stock options as a form of employee compensation only to a limited extent. At December 31, 2001, the amount of incentive stock options outstanding was .48% of total shares outstanding.
MARKET RISKINTEREST-RATE RISK TCFs results of operations are dependent to a large degree on its net interest income and the Companys ability to manage its interest-rate risk. Although TCF manages other risks, such as credit and liquidity risk, in the normal course of its business, the Company considers interest-rate risk to be its most significant market risk. TCF, like most financial institutions, has a material interest-rate risk exposure to changes in both short-term and long-term interest rates as well as variable index interest rates (e.g., prime). Since TCF does not hold a trading portfolio, the Company is not exposed to market risk from trading activities.
Like most financial institutions, TCFs interest income and cost of funds are significantly affected by general economic conditions and by policies of regulatory authorities. The mismatch between maturities and interest-rate sensitivities of assets and liabilities results in interest-rate risk. TCFs Asset/Liability Management Committee manages TCFs interest-rate risk based on interest rate expectations and other factors. The principal objective of TCFs 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.
Although the measure is subject to a number of assumptions and is only one of a number of measurements, management believes the interest-rate gap (difference between interest-earning assets and interest-bearing liabilities repricing within a given period) is an important indication of TCFs exposure to interest-rate risk and the related volatility of net interest income in a changing interest rate
40
environment. In addition to the interest-rate gap analysis, management also utilizes a simulation model to measure and manage TCFs interest-rate risk, relative to a base case scenario.
The amounts in the maturity/rate sensitivity table below represent managements estimates and assumptions. The amounts could be significantly affected by external factors such as prepayment rates other than those assumed, early withdrawals of deposits, changes in the correlation of various interest-bearing instruments, competition, a general rise or decline in interest rates, and the possibility that the FHLB will exercise its option to call certain of TCFs longer-term FHLB advances. Decisions by management to purchase or sell assets, or retire debt could change the maturity/repricing and spread relationships. In addition, TCFs interest-rate risk will increase during periods of rising interest rates due to slower prepayments on loans and mortgage-backed securities. TCFs one-year adjusted interest-rate gap was a positive $241.8 million, or 2% of total assets, at December 31, 2001, compared with a negative $215.1 million, or (2)% of total assets, at December 31, 2000. A positive interest-rate gap position exists when the amount of interest-earning assets maturing or repricing within a particular time period exceeds the amount of interest-bearing liabilities maturing or repricing. The change in the one-year gap was primarily due to an increase in projected prepayment speeds on residential loans and mortgage-backed securities, partially offset by the impact of interest-rate floors on consumer loans.
The following table summarizes TCFs interest-rate gap position at December 31, 2001:
|
|
Maturity/Rate Sensitivity |
|
||||||||||||||||||
|
|
Within
|
|
30 Days to
|
|
6 Months to
|
|
1 to 3 Years |
|
3+ Years |
|
Total |
|
||||||||
|
|
(Dollars in thousands) |
|
||||||||||||||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans held for sale |
|
$ |
244,993 |
|
$ |
178,839 |
|
$ |
10,909 |
|
$ |
8,353 |
|
$ |
8,515 |
|
$ |
451,609 |
|
||
Securities available for sale(1) |
|
41,841 |
|
185,030 |
|
192,732 |
|
376,931 |
|
788,127 |
|
1,584,661 |
|
||||||||
Real estate loans(1) |
|
544,123 |
|
542,199 |
|
565,312 |
|
1,223,660 |
|
1,480,457 |
|
4,355,751 |
|
||||||||
Leasing and equipment finance(1) |
|
40,136 |
|
164,452 |
|
169,821 |
|
416,254 |
|
166,074 |
|
956,737 |
|
||||||||
Other loans(1) |
|
751,775 |
|
232,600 |
|
157,628 |
|
1,334,890 |
|
454,821 |
|
2,931,714 |
|
||||||||
Investments |
|
915 |
|
131,181 |
|
|
|
|
|
23,846 |
|
155,942 |
|
||||||||
|
|
1,623,783 |
|
1,434,301 |
|
1,096,402 |
|
3,360,088 |
|
2,921,840 |
|
10,436,414 |
|
||||||||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Checking deposits(2) |
|
209,041 |
|
|
|
|
|
|
|
2,327,824 |
|
2,536,865 |
|
||||||||
Savings deposits(2) |
|
185,820 |
|
124,823 |
|
131,318 |
|
371,374 |
|
477,481 |
|
1,290,816 |
|
||||||||
Money market deposits(2) |
|
560,983 |
|
|
|
|
|
|
|
390,051 |
|
951,034 |
|
||||||||
Certificate deposits |
|
392,137 |
|
923,630 |
|
578,372 |
|
365,007 |
|
61,098 |
|
2,320,244 |
|
||||||||
Short-term borrowings(3) |
|
719,859 |
|
|
|
|
|
|
|
|
|
719,859 |
|
||||||||
Long-term borrowings(3) |
|
14,325 |
|
37,493 |
|
34,897 |
|
1,248,020 |
|
968,430 |
|
2,303,165 |
|
||||||||
|
|
2,082,165 |
|
1,085,946 |
|
744,587 |
|
1,984,401 |
|
4,224,884 |
|
10,121,983 |
|
||||||||
Interest-earning assets over (under) interest-bearing liabilities |
|
$ |
(458,382 |
) |
$ |
348,355 |
|
$ |
351,815 |
|
$ |
1,375,687 |
|
$ |
(1,303,044 |
) |
$ |
314,431 |
|
||
Cumulative gap |
|
$ |
(458,382 |
) |
$ |
(110,027 |
) |
$ |
241,788 |
|
$ |
1,617,475 |
|
$ |
314,431 |
|
$ |
314,431 |
|
||
Cumulative gap as a percentage of total assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
At December 31, 2001 |
|
(4 |
)% |
(1 |
)% |
2 |
% |
14 |
% |
3 |
% |
3 |
% |
||||||||
At December 31, 2000 |
|
6 |
% |
(2 |
)% |
(2 |
)% |
9 |
% |
2 |
% |
2 |
% |
||||||||
(1) Based upon contractual maturity, repricing date, if applicable, scheduled repayments of principal and projected prepayments of principal based upon experience.
(2) Includes non-interest bearing deposits. 8% of checking deposits, 34% of savings deposits, and 59% of money market deposits are included in amounts repricing within one year. 29% of savings deposits are included in the 1 to 3 Years category. All remaining checking, savings and money market deposits are assumed to mature in the 3+ Years category. While management believes that these assumptions are well based, no assurance can be given that amounts on deposit in checking, savings, and money market accounts will not significantly change or be repriced in the event of a general change in interest rates. At December 31, 2000, 8% of checking deposits, 34% of savings deposits, and 53% of money market deposits were included in amounts repricing within one year. 29% of savings deposits were included in the 1 to 3 Years category.
(3) Includes $1.5 billion of callable long-term borrowings. Based upon market interest rates at December 31, 2001, $5.5 million and $200 million of these callable long-term borrowings are forecasted to be called prior to maturity and are included in amounts repricing within one year and 1 to 3 Years , respectively, which corresponds to their next call date, instead of in the 3+ Years category, which corresponds to their maturity date.
41
As previously noted, TCF also utilizes simulation models to estimate the near-term effects (next twelve months) 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 December 31, 2001, net interest income is estimated to increase by 3.1%, compared with the base case scenario, over the next twelve months if interest rates were to sustain an immediate increase of 200 basis points. At December 31, 2000, net interest income was estimated to increase by .4%, compared with the base case scenario, assuming a similar change in interest rates. If interest rates were to decline by 200 basis points, net interest income is estimated to decrease by 6.2%, compared with the base case scenario, over the next twelve months. Simulations at December 31, 2000 projected a decrease in net interest income of 3.9%, compared with the base case scenario, assuming a similar change in interest rates.
Management exercises its best judgment in making assumptions regarding loan prepayments, early deposit withdrawals, and other non-controllable events in estimating TCFs exposure to changes in interest rates. These assumptions are inherently uncertain and, as a result, the simulation models cannot precisely estimate net interest income or precisely predict the impact of a change in interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.
RECENT ACCOUNTING DEVELOPMENTS Effective July 1, 2001, TCF adopted Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, which requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, which requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142.
Upon adoption of SFAS No. 142, TCF is required to evaluate its existing intangible assets and goodwill that were acquired in prior purchase business combinations, and make any necessary reclassifications of intangible assets in order to conform with the new criteria of SFAS No. 141 for recognition apart from goodwill. Upon adoption of SFAS No. 142, the Company is required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments by the end of the first quarter of 2002. In addition, to the extent an intangible asset is identified as having an indefinite useful life, as in the case of goodwill, the Company will be required to test the intangible asset for impairment in accordance with the provisions of SFAS No. 142 within the first quarter of 2002. Any impairment loss will be measured as of the date of adoption and recognized as a cumulative effect of a change in accounting principle during the first quarter of 2002.
As of the date of adoption, the Company had unamortized goodwill in the amount of $145.5 million and unamortized identifiable intangible assets (deposit base intangibles) in the amount of $9.2 million, all of which will be subject to the transition provisions of SFAS Nos. 141 and 142. Amortization expense related to goodwill was $7.8 million ($7.6 million after-tax, or 10 cents per common diluted share) and $7.7 million ($7.5 million after-tax, or 9 cents per common diluted share) for the year ended December 31, 2001 and December 31, 2000, respectively. Management finalized its study of the effects of SFAS No. 142 and concluded that goodwill is not impaired as of January 1, 2002.
FOURTH QUARTER SUMMARY In the fourth quarter of 2001, TCF had net income of $54.2 million, up 3.9% from $52.2 million in the fourth quarter of 2000. Diluted earnings per common share was 72 cents for the fourth quarter of 2001, compared to 66 cents for the fourth quarter of 2000. The 2000 fourth quarter results included a $5.5 million after-tax gain on sales of three branches, or 7 cents per diluted common share. TCF opened 8 new branches in the fourth quarter of 2001, of which 3 were supermarket branches.
Net interest income was $125.7 million and $110.8 million for the quarter ended December 31, 2001 and 2000, respectively. The net interest margin was 4.74% and 4.33% for the fourth quarter of 2001 and 2000, respectively. TCF net interest income improved by $10.6 million, or 9.6% over the fourth quarter of 2000 due to volume changes and $4.3 million due to rate changes.
42
TCF provided $7 million for credit losses in the fourth quarter of 2001, compared with $4.7 million in the fourth quarter of 2000. Net loan and lease charge-offs were $5.6 million, or .27% of average loans and leases outstanding, compared with $2 million, or .10% of average loans and leases outstanding during the same 2000 period. The increase in the provision and net loan and lease charge-offs from 2000 reflects the impact of the growth in the commercial loan and leasing and equipment finance portfolios coupled with increased charge-offs in the leasing and equipment finance portfolio.
Non-interest income, excluding gains on sales of securities avail able for sale and branches, increased $9.3 million, or 10.7%, during the fourth quarter of 2001 to $95.6 million. The increase was primarily due to increased fees and service charges and leasing revenues, reflecting TCFs expanding retail banking and lease operations and customer base.
Non-interest expense increased $14.8 million, or 12.7%, in the fourth quarter of 2001 to $131.4 million. The increases were primarily due to costs associated with expanded retail banking and leasing activities.
In the fourth quarter of 2001, the effective income tax rate was reduced to 35.36% of income before income tax expense for the quarter due to the favorable conclusion of prior year taxes.
Legislative, Legal 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.
Forward-Looking Information
This Annual Report and other reports issued by the Company, including reports filed with the Securities and Exchange Commission, may contain forward-looking statements that deal with future results, plans or performance. In addition, TCFs management may make such statements orally to the media, or to securities analysts, investors or others. Forward-looking statements deal with matters that do not relate strictly to historical facts. TCFs future results may differ materially from historical performance and forward-looking statements about TCFs expected financial results or other plans are subject to a number of risks and uncertainties. These include but are not limited to possible legislative changes and adverse economic, business and competitive developments such as shrinking interest margins; deposit outflows; reduced demand for financial services and loan and lease products; changes in accounting policies or guidelines, or monetary and fiscal policies of the federal government; changes in credit and other risks posed by TCFs loan, lease and investment portfolios; technological, computer-related or operational difficulties; adverse changes in securities markets; results of litigation or other significant uncertainties. The terrorist attacks on September 11, 2001 have had an adverse impact on the United States economy and could have a continuing adverse impact on the economy and the Companys business, most likely by reducing capital and consumer spending. Such developments could result in decreased demand for TCFs products and services and increased credit losses.
43
Consolidated Statements of Financial Condition
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(Dollars in thousands, except per-share data) |
|
||||
Assets |
|
|
|
|
|
||
Cash and due from banks |
|
$ |
386,700 |
|
$ |
392,007 |
|
Investments |
|
155,942 |
|
134,059 |
|
||
Securities available for sale |
|
1,584,661 |
|
1,403,888 |
|
||
Loans held for sale |
|
451,609 |
|
227,779 |
|
||
Loans and leases: |
|
|
|
|
|
||
Consumer |
|
2,509,333 |
|
2,234,134 |
|
||
Commercial real estate |
|
1,622,461 |
|
1,371,841 |
|
||
Commercial business |
|
422,381 |
|
410,422 |
|
||
Leasing and equipment finance |
|
956,737 |
|
856,471 |
|
||
Subtotal |
|
5,510,912 |
|
4,872,868 |
|
||
Residential real estate |
|
2,733,290 |
|
3,673,831 |
|
||
Total loans and leases |
|
8,244,202 |
|
8,546,699 |
|
||
Allowance for loan and lease losses |
|
(75,028 |
) |
(66,669 |
) |
||
Net loans and leases |
|
8,169,174 |
|
8,480,030 |
|
||
Premises and equipment, net |
|
215,237 |
|
197,525 |
|
||
Goodwill |
|
145,462 |
|
153,239 |
|
||
Deposit base intangibles |
|
9,244 |
|
11,183 |
|
||
Other assets |
|
240,686 |
|
197,752 |
|
||
|
|
$ |
11,358,715 |
|
$ |
11,197,462 |
|
Liabilities and Stockholders Equity |
|
|
|
|
|
||
Deposits: |
|
|
|
|
|
||
Checking |
|
$ |
2,536,865 |
|
$ |
2,203,943 |
|
Savings |
|
1,290,816 |
|
1,045,388 |
|
||
Money market |
|
951,033 |
|
836,888 |
|
||
Subtotal |
|
4,778,714 |
|
4,086,219 |
|
||
Certificates |
|
2,320,244 |
|
2,805,605 |
|
||
Total deposits |
|
7,098,958 |
|
6,891,824 |
|
||
Short-term borrowings |
|
719,859 |
|
898,695 |
|
||
Long-term borrowings |
|
2,303,166 |
|
2,285,550 |
|
||
Total borrowings |
|
3,023,025 |
|
3,184,245 |
|
||
Accrued expenses and other liabilities |
|
319,699 |
|
211,173 |
|
||
Total liabilities |
|
10,441,682 |
|
10,287,242 |
|
||
Stockholders equity: |
|
|
|
|
|
||
Preferred stock, par value $.01 per share, 30,000,000 shares authorized; none issued and outstanding |
|
|
|
|
|
||
Common stock, par value $.01 per share, 280,000,000 shares authorized; 92,719,544 and 92,755,659 shares issued |
|
927 |
|
928 |
|
||
Additional paid-in capital |
|
520,940 |
|
508,682 |
|
||
Retained earnings, subject to certain restrictions |
|
965,454 |
|
835,605 |
|
||
Accumulated other comprehensive income (loss) |
|
6,229 |
|
(9,868 |
) |
||
Treasury stock at cost, 15,787,716 and 12,466,626 shares, and other |
|
(576,517 |
) |
(425,127 |
) |
||
Total stockholders equity |
|
917,033 |
|
910,220 |
|
||
|
|
$ |
11,358,715 |
|
$ |
11,197,462 |
|
See accompanying notes to consolidated financial statements.
44
Consolidated Statements of Income
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands, except per-share data) |
|
|||||||
Interest income: |
|
|
|
|
|
|
|
|||
Loans and leases |
|
$ |
681,110 |
|
$ |
700,325 |
|
$ |
618,291 |
|
Securities available for sale |
|
112,267 |
|
99,185 |
|
111,032 |
|
|||
Loans held for sale |
|
24,266 |
|
17,130 |
|
13,367 |
|
|||
Investments |
|
8,966 |
|
10,041 |
|
9,411 |
|
|||
Total interest income |
|
826,609 |
|
826,681 |
|
752,101 |
|
|||
Interest expense: |
|
|
|
|
|
|
|
|||
Deposits |
|
162,727 |
|
197,094 |
|
175,495 |
|
|||
Borrowings |
|
182,660 |
|
191,051 |
|
152,393 |
|
|||
Total interest expense |
|
345,387 |
|
388,145 |
|
327,888 |
|
|||
Net interest income |
|
481,222 |
|
438,536 |
|
424,213 |
|
|||
Provision for credit losses |
|
20,878 |
|
14,772 |
|
16,923 |
|
|||
Net interest income after provision for credit losses |
|
460,344 |
|
423,764 |
|
407,290 |
|
|||
Non-interest income: |
|
|
|
|
|
|
|
|||
Fees and service charges |
|
194,321 |
|
166,240 |
|
138,198 |
|
|||
Electronic funds transfer revenues |
|
87,134 |
|
78,101 |
|
67,144 |
|
|||
Leasing and equipment finance |
|
45,730 |
|
38,442 |
|
28,505 |
|
|||
Mortgage banking |
|
12,042 |
|
10,519 |
|
12,770 |
|
|||
Investments and insurance |
|
11,535 |
|
12,266 |
|
14,849 |
|
|||
Other |
|
16,545 |
|
17,895 |
|
12,854 |
|
|||
Fees and other revenues |
|
367,307 |
|
323,463 |
|
274,320 |
|
|||
Gains on sales of branches |
|
3,316 |
|
12,813 |
|
12,160 |
|
|||
Gains on sales of securities available for sale |
|
863 |
|
|
|
3,194 |
|
|||
Gains on sales of loan servicing |
|
|
|
|
|
3,076 |
|
|||
Gain on sale of subsidiaries |
|
|
|
|
|
5,522 |
|
|||
Title insurance revenues |
|
|
|
|
|
15,421 |
|
|||
Other non-interest income |
|
4,179 |
|
12,813 |
|
39,373 |
|
|||
Total non-interest income |
|
371,486 |
|
336,276 |
|
313,693 |
|
|||
Non-interest expense: |
|
|
|
|
|
|
|
|||
Compensation and employee benefits |
|
267,716 |
|
239,544 |
|
239,053 |
|
|||
Occupancy and equipment |
|
78,774 |
|
74,938 |
|
73,613 |
|
|||
Advertising and promotions |
|
20,909 |
|
19,181 |
|
16,981 |
|
|||
Amortization of goodwill |
|
7,777 |
|
7,706 |
|
7,713 |
|
|||
Other |
|
126,820 |
|
115,833 |
|
110,532 |
|
|||
Total non-interest expense |
|
501,996 |
|
457,202 |
|
447,892 |
|
|||
Income before income tax expense |
|
329,834 |
|
302,838 |
|
273,091 |
|
|||
Income tax expense |
|
122,512 |
|
116,593 |
|
107,052 |
|
|||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
Net income per common share: |
|
|
|
|
|
|
|
|||
Basic |
|
$ |
2.73 |
|
$ |
2.37 |
|
$ |
2.01 |
|
Diluted |
|
$ |
2.70 |
|
$ |
2.35 |
|
$ |
2.00 |
|
Dividends declared per common share |
|
$ |
1.00 |
|
$ |
.825 |
|
$ |
.725 |
|
See accompanying notes to consolidated financial statements.
45
Consolidated Statements of Stockholders Equity
|
Number
|
|
Common Stock |
|
Additional
|
|
Retained
|
|
Accumulated
|
|
Treasury Stock
|
|
Total |
|
||||||
|
(Dollars in thousands) |
|
||||||||||||||||||
Balance, December 31, 1998 |
92,912,246 |
|
$ |
929 |
|
$ |
507,534 |
|
$ |
610,177 |
|
$ |
7,591 |
|
$ |
(280,729 |
) |
$ |
845,502 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
|
|
166,039 |
|
|
|
|
|
166,039 |
|
||||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
(54,973 |
) |
|
|
(54,973 |
) |
||||||
Comprehensive income |
|
|
|
|
|
|
166,039 |
|
(54,973 |
) |
|
|
111,066 |
|
||||||
Dividends on common stock |
|
|
|
|
|
|
(60,755 |
) |
|
|
|
|
(60,755 |
) |
||||||
Repurchase of 4,091,611 shares |
|
|
|
|
|
|
|
|
|
|
(106,106 |
) |
(106,106 |
) |
||||||
Issuance of 21,050 shares |
|
|
|
|
(30 |
) |
|
|
|
|
(30 |
) |
(60 |
) |
||||||
Cancellation of shares |
(108,041 |
) |
(1 |
) |
(2,569 |
) |
|
|
|
|
392 |
|
(2,178 |
) |
||||||
Amortization of deferred compensation |
|
|
|
|
|
|
|
|
|
|
9,543 |
|
9,543 |
|
||||||
Exercise of stock options, 550,661 shares |
|
|
|
|
(4,464 |
) |
|
|
|
|
15,044 |
|
10,580 |
|
||||||
Shares held in trust for deferred compensation plans |
|
|
|
|
326 |
|
|
|
|
|
(326 |
) |
|
|
||||||
Loan payments by deferred compensation plans |
|
|
|
|
|
|
|
|
|
|
1,390 |
|
1,390 |
|
||||||
Balance, December 31, 1999 |
92,804,205 |
|
928 |
|
500,797 |
|
715,461 |
|
(47,382 |
) |
(360,822 |
) |
808,982 |
|
||||||
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
|
|
186,245 |
|
|
|
|
|
186,245 |
|
||||||
Other comprehensive income |
|
|
|
|
|
|
|
|
37,514 |
|
|
|
37,514 |
|
||||||
Comprehensive income |
|
|
|
|
|
|
186,245 |
|
37,514 |
|
|
|
223,759 |
|
||||||
Dividends on common stock |
|
|
|
|
|
|
(66,101 |
) |
|
|
|
|
(66,101 |
) |
||||||
Issuance of 37,259 shares to effect purchase acquisition |
|
|
|
|
417 |
|
|
|
|
|
963 |
|
1,380 |
|
||||||
Repurchase of 3,243,800 shares |
|
|
|
|
|
|
|
|
|
|
(73,824 |
) |
(73,824 |
) |
||||||
Issuance of 1,319,896 shares |
|
|
|
|
(7,716 |
) |
|
|
|
|
7,716 |
|
|
|
||||||
Cancellation of shares |
(48,546 |
) |
|
|
(1,262 |
) |
|
|
|
|
386 |
|
(876 |
) |
||||||
Amortization of deferred compensation |
|
|
|
|
|
|
|
|
|
|
9,375 |
|
9,375 |
|
||||||
Exercise of stock options, 283,036 shares |
|
|
|
|
(81 |
) |
|
|
|
|
7,337 |
|
7,256 |
|
||||||
Issuance of stock options |
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
||||||
Shares held in trust for deferred compensation plans |
|
|
|
|
15,842 |
|
|
|
|
|
(15,842 |
) |
|
|
||||||
Purchase of TCF stock to fund the Employees Stock Purchase Plan, net |
|
|
|
|
684 |
|
|
|
|
|
|
|
684 |
|
||||||
Loan to deferred compensation plans, net of payments |
|
|
|
|
|
|
|
|
|
|
(416 |
) |
(416 |
) |
||||||
Balance, December 31, 2000 |
92,755,659 |
|
928 |
|
508,682 |
|
835,605 |
|
(9,868 |
) |
(425,127 |
) |
910,220 |
|
||||||
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
|
|
207,322 |
|
|
|
|
|
207,322 |
|
||||||
Other comprehensive income |
|
|
|
|
|
|
|
|
16,097 |
|
|
|
16,097 |
|
||||||
Comprehensive income |
|
|
|
|
|
|
207,322 |
|
16,097 |
|
|
|
223,419 |
|
||||||
Dividends on common stock |
|
|
|
|
|
|
(77,473 |
) |
|
|
|
|
(77,473 |
) |
||||||
Repurchase of 3,670,107 shares |
|
|
|
|
|
|
|
|
|
|
(148,043 |
) |
(148,043 |
) |
||||||
Issuance of 262,340 shares |
|
|
|
|
3,057 |
|
|
|
|
|
(3,057 |
) |
|
|
||||||
Cancellation of shares |
(36,115 |
) |
(1 |
) |
(1,484 |
) |
|
|
|
|
646 |
|
(839 |
) |
||||||
Amortization of deferred compensation |
|
|
|
|
15 |
|
|
|
|
|
11,049 |
|
11,064 |
|
||||||
Exercise of stock options, 86,677 shares |
|
|
|
|
885 |
|
|
|
|
|
2,405 |
|
3,290 |
|
||||||
Shares held in trust for deferred compensation plans |
|
|
|
|
9,744 |
|
|
|
|
|
(9,744 |
) |
|
|
||||||
Purchase of TCF stock to fund the Employees Stock Purchase Plan, net |
|
|
|
|
41 |
|
|
|
|
|
|
|
41 |
|
||||||
Loan to deferred compensation plans, net of payments |
|
|
|
|
|
|
|
|
|
|
(4,646 |
) |
(4,646 |
) |
||||||
Balance, December 31, 2001 |
92,719,544 |
|
$ |
927 |
|
$ |
520,940 |
|
$ |
965,454 |
|
$ |
6,229 |
|
$ |
(576,517 |
) |
$ |
917,033 |
|
See accompanying notes to consolidated financial statements.
46-47
Consolidated Statements of Cash Flows
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
Adjustments to reconcile net income to net cash provided (used) by operating activities: |
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
42,412 |
|
30,369 |
|
29,031 |
|
|||
Amortization of goodwill and other intangibles |
|
9,716 |
|
10,001 |
|
10,689 |
|
|||
Provision for credit losses |
|
20,878 |
|
14,772 |
|
16,923 |
|
|||
Proceeds from sales of loans held for sale |
|
2,135,218 |
|
611,123 |
|
586,859 |
|
|||
Principal collected on loans held for sale |
|
12,469 |
|
9,885 |
|
10,144 |
|
|||
Originations and purchases of loans held for sale |
|
(2,375,396 |
) |
(649,750 |
) |
(457,515 |
) |
|||
Net (increase) decrease in other assets and accrued expenses and other liabilities |
|
91,612 |
|
(1,854 |
) |
47,088 |
|
|||
Gains on sales of assets |
|
(4,393 |
) |
(12,813 |
) |
(23,952 |
) |
|||
Other, net |
|
5,550 |
|
4,125 |
|
14,988 |
|
|||
Total adjustments |
|
(61,934 |
) |
15,858 |
|
234,255 |
|
|||
Net cash provided by operating activities |
|
145,388 |
|
202,103 |
|
400,294 |
|
|||
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|||
Principal collected on loans and leases |
|
3,352,341 |
|
2,162,839 |
|
2,315,173 |
|
|||
Originations and purchases of loans |
|
(2,719,682 |
) |
(2,320,239 |
) |
(3,069,408 |
) |
|||
Purchases of equipment for lease financing |
|
(449,231 |
) |
(579,595 |
) |
(289,156 |
) |
|||
Net (increase) decrease in interest-bearing deposits with banks |
|
(559 |
) |
19,987 |
|
95,575 |
|
|||
Proceeds from sales of securities available for sale |
|
33,645 |
|
|
|
288,718 |
|
|||
Proceeds from maturities of and principal collected on securities available for sale |
|
398,316 |
|
176,905 |
|
577,844 |
|
|||
Purchases of securities available for sale |
|
(587,324 |
) |
(314 |
) |
(791,995 |
) |
|||
Net decrease in federal funds sold |
|
|
|
|
|
41,000 |
|
|||
Net increase in Federal Home Loan Bank stock |
|
(18,927 |
) |
(4,671 |
) |
(11,129 |
) |
|||
Sales of deposits, net of cash paid |
|
(26,958 |
) |
(82,097 |
) |
(104,404 |
) |
|||
Other, net |
|
(64,313 |
) |
(48,329 |
) |
18,852 |
|
|||
Net cash used by investing activities |
|
(82,692 |
) |
(675,514 |
) |
(928,930 |
) |
|||
|
|
|
|
|
|
|
|
|||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|||
Net increase (decrease) in deposits |
|
237,180 |
|
402,731 |
|
(13,649 |
) |
|||
Net increase (decrease) in short-term borrowings |
|
(178,836 |
) |
(168,287 |
) |
674,431 |
|
|||
Proceeds from long-term borrowings |
|
677,334 |
|
954,252 |
|
1,566,253 |
|
|||
Payments on long-term borrowings |
|
(579,529 |
) |
(619,250 |
) |
(1,529,301 |
) |
|||
Purchases of common stock |
|
(148,043 |
) |
(73,824 |
) |
(106,106 |
) |
|||
Payments of dividends on common stock |
|
(77,473 |
) |
(66,101 |
) |
(60,755 |
) |
|||
Other, net |
|
1,364 |
|
6,635 |
|
6,548 |
|
|||
Net cash provided (used) by financing activities |
|
(68,003 |
) |
436,156 |
|
537,421 |
|
|||
Net increase (decrease) in cash and due from banks |
|
(5,307 |
) |
(37,255 |
) |
8,785 |
|
|||
Cash and due from banks at beginning of year |
|
392,007 |
|
429,262 |
|
420,477 |
|
|||
Cash and due from banks at end of year |
|
$ |
386,700 |
|
$ |
392,007 |
|
$ |
429,262 |
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|||
Cash paid for: |
|
|
|
|
|
|
|
|||
Interest on deposits and borrowings |
|
$ |
352,903 |
|
$ |
377,430 |
|
$ |
302,268 |
|
Income taxes |
|
$ |
24,128 |
|
$ |
89,852 |
|
$ |
78,125 |
|
|
|
|
|
|
|
|
|
|||
Transfer of loans and leases to other real estate owned and other assets |
|
$ |
33,447 |
|
$ |
16,580 |
|
$ |
32,074 |
|
See accompanying notes to consolidated financial statements.
48
Notes to Consolidated Financial Statements
1 Summary of Significant Accounting Policies
BASIS OF PRESENTATION The consolidated financial statements include the accounts of TCF Financial Corporation and its wholly owned subsidiaries. TCF Financial Corporation (TCF or the Company) is a national financial holding company engaged primarily in community banking, mortgage banking and leasing and equipment finance through its wholly owned subsidiaries, TCF National Bank and TCF National Bank Colorado (TCF Colorado). TCF National Bank and TCF Colorado own leasing and equipment finance, mortgage banking, discount brokerage, investment and insurance sales, and real estate investment trusts, (REIT) subsidiaries. These subsidiaries are consolidated with TCF National Bank and TCF Colorado and are therefore included in the consolidated financial statements of TCF Financial Corporation. All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior years financial statements to conform to the current year presentation.
For Consolidated Statements of Cash Flows purposes, cash and cash equivalents include cash and due from banks.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Critical Accounting Policies
Critical accounting policies are dependent on estimates that are particularly susceptible to significant change include the determination of the allowance for loan and lease losses, mortgage servicing rights and income taxes. The following have been identified as Critical Accounting Policies.
ALLOWANCE FOR LOAN AND LEASE LOSSES The allowance for loan and lease losses is maintained at a level believed to be appropriate by management to provide for probable loan and lease losses inherent in the portfolio as of the balance sheet date, including known or anticipated problem loans and leases, as well as for loans and leases which are not currently known to require specific allowances. Managements judgment as to the amount of the allowance, including the allocated and unallocated elements, is a result of ongoing review of larger individual loans and leases, the overall risk characteristics of the portfolios, changes in the character or size of the portfolios, the level of impaired loans and non-performing assets, historical net charge-off amounts, geographic location, prevailing economic conditions and other relevant factors. Impaired loans include all non-accrual and restructured commercial real estate and commercial business loans and equipment financings. Consumer and residential real estate loans and lease financings are excluded from the definition of an impaired loan. Loan impairment is measured as the present value of expected future cash flows discounted at the loans initial effective interest rate or the fair value of the collateral for collateral-dependent loans. Residential loans, consumer loans, and smaller-balance commercial loans and lease and equipment financings are segregated by loan type and sub-type, and are evaluated on a group basis. Loans and leases are charged off to the extent they are deemed to be uncollectible. The amount of the allowance for loan and lease losses is highly dependent upon managements estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the amounts and timing of future cash flows expected to be received on impaired loans. Such estimates, appraisals, evaluations and cash flows may be subject to frequent adjustments due to changing economic prospects of borrowers, lessees or properties. These estimates are reviewed periodically and adjustments, if necessary, are recorded in the provision for credit losses in the periods in which they become known.
MORTGAGE SERVICING RIGHTS Mortgage servicing rights are capitalized and amortized in proportion to, and over the period of, estimated net servicing income. TCF periodically evaluates its capitalized mortgage servicing rights for impairment. Loan type and note rate are the predominant risk characteristics of the underlying loans used to stratify capitalized mortgage servicing rights for purposes of measuring impairment. Any impairment is recognized through a valuation allowance.
INCOME TAXES Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
49
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The determination of current and deferred income taxes is based on complex analyses of many factors including interpretation of Federal and state income tax laws, the difference between tax and financial reporting basis of assets and liabilities (temporary differences), estimates of amounts due or owed such as the timing of reversals of temporary differences and current financial accounting standards. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax liabilities.
Other Significant Accounting Policies
INVESTMENTS Investments are carried at cost, adjusted for amortization of premiums or accretion of discounts using methods which approximate a level yield.
SECURITIES AVAILABLE FOR SALE Securities available for sale are carried at fair value with the unrealized holding gains or losses, net of related deferred income taxes, reported as accumulated other comprehensive income (loss), which is a separate component of stockholders equity. Cost of securities sold is determined on a specific identification basis and gains or losses on sales of securities available for sale are recognized at trade dates. Declines in the value of securities available for sale that are considered other than temporary are recorded in noninterest income as a loss on securities available for sale.
LOANS HELD FOR SALE Loans held for sale include residential mortgage and education loans. Residential mortgage loans held for sale are carried at the lower of cost or market as adjusted for the effects of fair value hedges using quoted market prices. See Note 18 for additional information concerning derivative instruments and hedging activities. Education loans held for sale are carried at the lower of cost or market. Net fees and costs associated with originating and acquiring loans held for sale are deferred and are included in the basis for determining the gain or loss on sales of loans held for sale. Gains on sales are recorded at the settlement date and cost is determined on a specific identification basis.
LOANS AND LEASES Net fees and costs associated with originating and acquiring loans and leases are deferred and amortized over the lives of the assets. Discounts and premiums on loans purchased, net deferred fees and costs, unearned discounts and finance charges, and unearned lease income are amortized using methods which approximate a level yield over the estimated remaining lives of the loans and leases.
Lease financings include direct financing and sales-type leases as well as a leveraged lease. Leases that transfer substantially all of the benefits and risks of equipment ownership to the lessee are classified as direct financing or sales-type leases and are included in loans and leases. Direct financing and sales-type leases are carried at the combined present value of the future minimum lease payments and the lease residual value. The lease residual value represents the estimated fair value of the leased equipment at the termination of the lease. Lease residual values are reviewed on an ongoing basis and any downward revisions are recorded in the periods in which they become known. Interest income on direct financing and sales-type leases is recognized using methods which approximate a level yield over the term of the leases. Sales-type leases generate dealer profit which is recognized at lease inception by recording lease revenue net of the lease cost. Lease revenue consists of the present value of the future minimum lease payments discounted at the rate implicit in the lease. Lease cost consists of the leased equipments book value, less the present value of its residual. The investment in a leveraged lease is the sum of all lease payments (less nonrecourse debt payments) plus estimated residual values, less unearned income. Income from the leveraged lease is recognized using a method which approximates a level yield over the term of the lease based on the unrecovered equity investment.
Loans and leases, including loans that are considered to be impaired, are reviewed regularly by management and are placed on non-accrual status when the collection of interest or principal is 90 days or more past due (150 days or more past due for loans secured by residential real estate), unless the loan or lease is adequately secured and in the process of collection. When a loan or lease is placed on non-accrual status, unless collection of all principal and interest is considered to be assured, uncollected interest accrued in prior years is charged off against the allowance for loan and lease losses. Interest accrued in the current year is reversed. For those non-accrual leases that have been funded on a non-recourse basis by third-party financial institutions, the related debt is also placed on non-accrual status. Interest payments received on non-accrual loans and leases are generally applied to principal unless the remaining principal balance has been determined to be fully collectible.
50
PREMISES AND EQUIPMENT Premises and equipment are carried at cost and are depreciated or amortized on a straight-line basis over their estimated useful lives.
OTHER REAL ESTATE OWNED Other real estate owned is recorded at the lower of cost or fair value minus estimated costs to sell at the date of transfer to other real estate owned. If the fair value of an asset minus the estimated costs to sell should decline to less than the carrying amount of the asset, the deficiency is recognized in the period in which it becomes known and is included in other non-interest expense.
INTANGIBLE ASSETS Goodwill resulting from acquisitions is amortized over 20 to 25 years on a straight-line basis. Deposit base intangibles are amortized over 10 years on an accelerated basis. The Company reviews the recoverability of the carrying values of these assets whenever an event occurs indicating that they may be impaired. On January 1, 2002, TCF adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, which requires that goodwill and intangible assets with indefinite lives no longer be amortized, but instead tested for impairment annually.
DERIVATIVE FINANCIAL INSTRUMENTS TCF utilizes derivative financial instruments to meet the ongoing credit needs of its customers and in order to manage the market exposure of its residential loans held for sale and its commitments to extend credit for residential loans. Derivative financial instruments include commitments to extend credit and forward mortgage loan sales commitments. TCF does not use interest rate contracts (e.g. swaps, caps, floors) or other derivatives to manage interest rate risk and has none of these instruments outstanding. See Notes 18 and 19 for additional information concerning these derivative financial instruments.
2 Cash and Due from Banks
At December 31, 2001, TCF was required by Federal Reserve Board (FRB) regulations to maintain reserve balances of $39 million in cash on hand or at various Federal Reserve Banks.
3 Investments
The carrying values of investments, which approximate their fair values, consist of the following:
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(In thousands) |
|
||||
Federal Home Loan Bank stock, at cost |
|
$ |
131,181 |
|
$ |
110,441 |
|
Federal Reserve Bank stock, at cost |
|
23,847 |
|
23,286 |
|
||
Interest-bearing deposits with banks |
|
914 |
|
332 |
|
||
|
|
$ |
155,942 |
|
$ |
134,059 |
|
The carrying value, which approximates fair value, and yield of investments at December 31, 2001, by contractual maturity, are shown below:
|
|
Carrying
|
|
Yield |
|
|
|
|
(Dollars in thousands) |
|
|||
Due in one year or less |
|
$ |
914 |
|
2.64 |
% |
No stated maturity(1) |
|
155,028 |
|
4.17 |
|
|
|
|
$ |
155,942 |
|
4.16 |
|
(1) Balance represents FRB and Federal Home Loan Bank (FHLB) stock, required regulatory investments.
51
4 Securities Available for Sale
Securities available for sale consist of the following:
|
|
At December 31, |
|
||||||||||||||||||||||
|
|
2001 |
|
2000 |
|
||||||||||||||||||||
|
|
|
|
Gross |
|
Gross |
|
|
|
|
|
Gross |
|
Gross |
|
|
|
||||||||
|
|
Amortized |
|
Unrealized |
|
Unrealized |
|
Fair |
|
Amortized |
|
Unrealized |
|
Unrealized |
|
Fair |
|
||||||||
|
|
Cost |
|
Gains |
|
Losses |
|
Value |
|
Cost |
|
Gains |
|
Losses |
|
Value |
|
||||||||
|
|
(Dollars in thousands) |
|
||||||||||||||||||||||
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Federal agencies |
|
$ |
1,547,374 |
|
$ |
11,691 |
|
$ |
(979 |
) |
$ |
1,558,086 |
|
$ |
1,380,196 |
|
$ |
2,659 |
|
$ |
(17,235 |
) |
$ |
1,365,620 |
|
Private issuer and collateralized mortgage obligations |
|
26,828 |
|
90 |
|
(993 |
) |
25,925 |
|
38,765 |
|
112 |
|
(1,159 |
) |
37,718 |
|
||||||||
U.S. Government and other marketable securities |
|
650 |
|
|
|
|
|
650 |
|
550 |
|
|
|
|
|
550 |
|
||||||||
|
|
$ |
1,574,852 |
|
$ |
11,781 |
|
$ |
(1,972 |
) |
$ |
1,584,661 |
|
$ |
1,419,511 |
|
$ |
2,771 |
|
$ |
(18,394 |
) |
$ |
1,403,888 |
|
Weighted-average yield |
|
6.55 |
% |
|
|
|
|
|
|
6.63 |
% |
|
|
|
|
|
|
A gross gain of $863,000 was recognized on sales of securities available for sale during 2001. There were no sales of securities available for sale in 2000, while a gross gain of $4.7 million and a gross loss of $1.5 million were recognized on sales of securities available for sale during 1999.
Mortgage-backed securities aggregating $1.1 billion were pledged as collateral to secure certain deposits and borrowings at December 31, 2001. See Notes 11 and 12 for additional information regarding securities pledged as collateral to secure certain borrowings.
5 Loans Held for Sale
Loans held for sale consist of the following :
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(In thousands) |
|
||||
Residential mortgage loans |
|
$ |
286,552 |
|
$ |
74,545 |
|
Education loans |
|
165,057 |
|
153,234 |
|
||
|
|
$ |
451,609 |
|
$ |
227,779 |
|
52
6 Loans and Leases
Loans and leases consist of the following:
|
|
At December 31, |
|
Percentage |
|
||||
|
|
2001 |
|
2000 |
|
Change |
|
||
|
|
(Dollars in thousands) |
|
||||||
Consumer: |
|
|
|
|
|
|
|
||
Home equity |
|
$ |
2,443,788 |
|
$ |
2,152,147 |
|
13.6 |
% |
Other secured |
|
43,433 |
|
56,812 |
|
(23.5 |
) |
||
Unsecured |
|
22,112 |
|
25,175 |
|
(12.2 |
) |
||
|
|
2,509,333 |
|
2,234,134 |
|
12.3 |
|
||
Commercial: |
|
|
|
|
|
|
|
||
Commercial real estate: |
|
|
|
|
|
|
|
||
Permanent |
|
1,444,484 |
|
1,193,469 |
|
21.0 |
|
||
Construction and development |
|
177,977 |
|
178,372 |
|
(0.2 |
) |
||
|
|
1,622,461 |
|
1,371,841 |
|
18.3 |
|
||
|
|
|
|
|
|
|
|
||
Commercial business |
|
422,381 |
|
410,422 |
|
2.9 |
|
||
|
|
2,044,842 |
|
1,782,263 |
|
14.7 |
|
||
Leasing and equipment finance: |
|
|
|
|
|
|
|
||
Equipment finance loans |
|
271,398 |
|
207,059 |
|
31.1 |
|
||
Lease financings: |
|
|
|
|
|
|
|
||
Direct financing leases |
|
691,899 |
|
658,678 |
|
5.0 |
|
||
Sales-type leases |
|
36,272 |
|
37,645 |
|
(3.6 |
) |
||
Lease residuals |
|
33,860 |
|
30,426 |
|
11.3 |
|
||
Unearned income and deferred lease costs |
|
(94,300 |
) |
(94,506 |
) |
(0.2 |
) |
||
Investment in leveraged lease |
|
17,608 |
|
17,169 |
|
2.6 |
|
||
|
|
685,339 |
|
649,412 |
|
5.5 |
|
||
|
|
956,737 |
|
856,471 |
|
11.7 |
|
||
Total consumer, commercial and leasing and equipment finance |
|
5,510,912 |
|
4,872,868 |
|
13.1 |
|
||
Residential real estate |
|
2,733,290 |
|
3,673,831 |
|
(25.6 |
) |
||
|
|
$ |
8,244,202 |
|
$ |
8,546,699 |
|
(3.5 |
) |
53
At December 31, 2001 and 2000, the recorded investment in loans that were considered to be impaired was $18.8 million and $6.8 million, respectively. The related allowance for loan losses at those dates was $5 million and $1.3 million, respectively. All of the impaired loans were on non-accrual status. The average recorded investment in impaired loans during the year ended December 31, 2001, 2000 and 1999 was $9.9 million, $4.5 million and $8.1 million, respectively. For the year ended December 31, 2001, 2000 and 1999, TCF recognized interest income on impaired loans of $29,000, $40,000 and $519,000 all of which was recognized using the cash basis method of income recognition.
At December 31, 2001, 2000 and 1999, loans and leases on non-accrual status totaled $52 million, $35.2 million and $24.1 million, respectively. Had the loans and leases performed in accordance with their original terms for 2001, 2000 and 1999, TCF would have recorded gross interest income of $5.4 million, $3.9 million and $3.6 million, respectively, for these loans and leases. Interest income of $1.7 million, $1.6 million and $1.4 million has been recorded on these loans and leases for the years ended December 31, 2001, 2000 and 1999, respectively.
At December 31, 2001 and 2000, TCF had no loans outstanding with terms that had been modified in troubled debt restructurings. There were no material commitments to lend additional funds to customers whose loans or leases were classified as non-accrual at December 31, 2001.
The aggregate amount of loans to outside directors of TCF and their related interests was $31.8 million and $27 million at December 31, 2001 and 2000, respectively. During 2001, $12 million of new loans were made, repayments totaled $8.8 million and changes in the composition of the outside directors and their related interests increased loans outstanding by $1.6 million. All loans outside directors and their related interests were made in the ordinary course of business on normal credit terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons. The aggregate amount of loans to executive officers of TCF was $9.1 million and $5.2 million at December 31, 2001 and 2000, respectively. Included in these amounts were loans made to the Executive Deferred Compensation Plan trustee on behalf of the executive officers. During 2001, $6.2 million of new loans to the Executive Deferred Compensation Plan were made and repayments totaled $2.3 million. See Note 14 for additional information regarding loans to the deferred compensation plan. In the opinion of management the above mentioned loans to outside directors and their related interests and executive officers do not represent more than a normal credit risk of collection.
During 2000, TCF purchased the equity interest in a leveraged lease transaction for a Boeing 767 aircraft on lease to Delta Airlines in the United States. The investment in a leveraged lease represents net unpaid rentals and estimated unguaranteed residual values of the leased assets, less related unearned income. TCF has no general obligation for principal and interest on notes representing third-party participation related to the leveraged lease; such notes are recorded as an offset against the related rental receivable. As the equity owner in the leveraged lease, TCF is taxed on total lease payments received and is entitled to tax deductions based on the cost of the leased asset and tax deductions for interest paid to third-party participants. The leveraged lease has renewal and purchase options by the lessee at the end of the 9.75 year lease term. The aircraft is in service, the lessee is current on the lease payments and the lease expires in 2010. This lease represents TCFs only material direct exposure to the commercial airline industry.
TCFs net investment in a leveraged lease is comprised of the following:
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(In thousands) |
|
||||
Rental receivable (net of principal and interest on non-recourse debt) |
|
$ |
10,134 |
|
$ |
11,066 |
|
Estimated residual value of leased assets |
|
18,056 |
|
18,056 |
|
||
Less: Unearned income |
|
(10,582 |
) |
(11,953 |
) |
||
Investment in leveraged lease |
|
17,608 |
|
17,169 |
|
||
Less: Deferred taxes |
|
(5,568 |
) |
(1,929 |
) |
||
Net investment in leveraged lease |
|
$ |
12,040 |
|
$ |
15,240 |
|
54
Future minimum lease payments for direct financing and sales-type leases as of December 31, 2001 are as follows:
|
|
|
|
Payments to |
|
|
|
|||
|
|
Payments to |
|
be Received by |
|
|
|
|||
|
|
be Received |
|
Other Financial |
|
|
|
|||
|
|
by TCF |
|
Institutions |
|
Total |
|
|||
|
|
(In thousands) |
|
|||||||
2002 |
|
$ |
170,703 |
|
$ |
83,600 |
|
$ |
254,303 |
|
2003 |
|
134,019 |
|
49,901 |
|
183,920 |
|
|||
2004 |
|
96,398 |
|
19,379 |
|
115,777 |
|
|||
2005 |
|
68,976 |
|
2,966 |
|
71,942 |
|
|||
2006 |
|
35,062 |
|
303 |
|
35,365 |
|
|||
Thereafter |
|
28,921 |
|
13 |
|
28,934 |
|
|||
|
|
$ |
534,079 |
|
$ |
156,162 |
|
$ |
690,241 |
|
7 Allowance for Loan and Lease Losses
Following is a summary of the allowance for loan and lease losses and selected statistics:
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(Dollars in thousands) |
|
|||||||
Balance at beginning of year |
|
$ |
66,669 |
|
$ |
55,755 |
|
$ |
80,013 |
|
Transfers to loans held for sale |
|
|
|
|
|
(14,793 |
) |
|||
Provision for credit losses |
|
20,878 |
|
14,772 |
|
16,923 |
|
|||
Charge-offs |
|
(16,951 |
) |
(9,701 |
) |
(34,398 |
) |
|||
Recoveries |
|
4,432 |
|
5,843 |
|
8,010 |
|
|||
Net charge-offs |
|
(12,519 |
) |
(3,858 |
) |
(26,388 |
) |
|||
Balance at end of year |
|
$ |
75,028 |
|
$ |
66,669 |
|
$ |
55,755 |
|
Ratio of net loan and lease charge-offs to average loans and leases outstanding |
|
.15 |
% |
.05 |
% |
.35 |
% |
|||
Allowance for loan and lease losses as a percentage of total loan and lease balances at year end |
|
.91 |
|
.78 |
|
.71 |
|
8 Premises and Equipment
Premises and equipment are summarized as follows:
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(In thousands) |
|
||||
Land |
|
$ |
48,549 |
|
$ |
42,088 |
|
Office buildings |
|
143,681 |
|
134,034 |
|
||
Leasehold improvements |
|
36,539 |
|
33,778 |
|
||
Furniture and equipment |
|
196,283 |
|
174,232 |
|
||
|
|
425,052 |
|
384,132 |
|
||
Less accumulated depreciation and amortization |
|
209,815 |
|
186,607 |
|
||
|
|
$ |
215,237 |
|
$ |
197,525 |
|
55
TCF leases certain premises and equipment under operating leases. Net lease expense was $20.7 million, $20.3 million and $19.6 million in 2001, 2000 and 1999, respectively.
At December 31, 2001, the total annual minimum lease commitments for operating leases were as follows:
|
|
(In thousands) |
|
|
2002 |
|
$ |
16,649 |
|
2003 |
|
15,255 |
|
|
2004 |
|
13,812 |
|
|
2005 |
|
12,410 |
|
|
2006 |
|
11,488 |
|
|
Thereafter |
|
48,434 |
|
|
|
|
$ |
118,048 |
|
9 Mortgage Servicing Rights
Mortgage servicing rights, net of valuation allowance, are summarized as follows:
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Balance at beginning of year, net |
|
$ |
40,086 |
|
$ |
22,614 |
|
$ |
21,566 |
|
Purchases and originations |
|
39,139 |
|
22,798 |
|
6,991 |
|
|||
Amortization |
|
(16,564 |
) |
(5,326 |
) |
(4,737 |
) |
|||
Sales of servicing |
|
|
|
|
|
(1,037 |
) |
|||
Valuation adjustments |
|
(4,400 |
) |
|
|
(169 |
) |
|||
Balance at end of year, net |
|
$ |
58,261 |
|
$ |
40,086 |
|
$ |
22,614 |
|
The valuation allowance for mortgage servicing rights is summarized as follows:
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Balance at beginning of year |
|
$ |
946 |
|
$ |
946 |
|
$ |
2,738 |
|
Provisions |
|
4,400 |
|
|
|
169 |
|
|||
Charge-offs |
|
|
|
|
|
(1,961 |
) |
|||
Balance at end of year |
|
$ |
5,346 |
|
$ |
946 |
|
$ |
946 |
|
At December 31, 2001, 2000 and 1999, TCF was servicing real estate loans for others with aggregate unpaid principal balances of approximately $4.7 billion, $4 billion and $2.9 billion, respectively. During 2000, TCF purchased the bulk servicing rights on $933 million of residential mortgage loans at a cost of $13.8 million. During 1999, TCF sold servicing rights on $344.6 million of loans serviced for others at a net gain of $3.1 million. No servicing rights were sold during 2000 or 2001.
The estimated fair value of mortgage servicing rights included in the Consolidated Statements of Financial Condition at December 31, 2001 was approximately $64.7 million. The estimated fair value of capitalized mortgage servicing rights is based on estimated cash flows discounted using rates commensurate with the risks involved. Assumptions regarding prepayments, defaults and interest rates are determined using available market information.
56
10 Deposits
Deposits are summarized as follows:
|
|
At December 31, |
|
||||||||||||
|
|
2001 |
|
2000 |
|
||||||||||
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
|
|
|
|
||
|
|
Average |
|
|
|
% of |
|
Average |
|
|
|
% of |
|
||
|
|
Rate |
|
Amount |
|
Total |
|
Rate |
|
Amount |
|
Total |
|
||
|
|
(Dollars in thousands) |
|
||||||||||||
Checking: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Non-interest bearing |
|
|
% |
$ |
1,664,403 |
|
23.4 |
% |
|
% |
$ |
1,430,102 |
|
20.8 |
% |
Interest bearing |
|
.20 |
|
872,462 |
|
12.3 |
|
.58 |
|
773,841 |
|
11.2 |
|
||
|
|
.07 |
|
2,536,865 |
|
35.7 |
|
.21 |
|
2,203,943 |
|
32.0 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Savings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Non-interest bearing |
|
|
|
169,527 |
|
2.4 |
|
|
|
71,957 |
|
1.1 |
|
||
Interest bearing |
|
.61 |
|
1,121,289 |
|
15.8 |
|
1.13 |
|
973,431 |
|
14.1 |
|
||
|
|
.53 |
|
1,290,816 |
|
18.2 |
|
1.05 |
|
1,045,388 |
|
15.2 |
|
||
Money market |
|
1.20 |
|
951,033 |
|
13.4 |
|
3.83 |
|
836,888 |
|
12.1 |
|
||
Subtotal |
|
.42 |
|
4,778,714 |
|
67.3 |
|
1.17 |
|
4,086,219 |
|
59.3 |
|
||
Certificates |
|
3.71 |
|
2,320,244 |
|
32.7 |
|
5.96 |
|
2,805,605 |
|
40.7 |
|
||
|
|
1.49 |
|
$ |
7,098,958 |
|
100.0 |
% |
3.12 |
|
$ |
6,891,824 |
|
100.0 |
% |
Certificates had the following remaining maturities at December 31, 2001:
Maturity |
|
$100,000
|
|
Other |
|
Total(1) |
|
|||
|
|
(In thousands) |
|
|||||||
0-3 months |
|
$ |
200,304 |
|
$ |
598,485 |
|
$ |
798,789 |
|
4-6 months |
|
59,323 |
|
457,654 |
|
516,977 |
|
|||
7-12 months |
|
69,526 |
|
508,846 |
|
578,372 |
|
|||
13-24 months |
|
36,385 |
|
291,800 |
|
328,185 |
|
|||
25-36 months |
|
2,678 |
|
34,145 |
|
36,823 |
|
|||
37-48 months |
|
3,046 |
|
23,210 |
|
26,256 |
|
|||
49-60 months |
|
4,787 |
|
27,089 |
|
31,876 |
|
|||
Over 60 months |
|
127 |
|
2,839 |
|
2,966 |
|
|||
|
|
$ |
376,176 |
|
$ |
1,944,068 |
|
$ |
2,320,244 |
|
(1) Includes no brokered deposits.
57
11 Short-term Borrowings
The following table sets forth selected information for short-term borrowings (borrowings with an original maturity of less than one year) for each of the years in the three year period ended December 31, 2001:
|
|
2001 |
|
2000 |
|
1999 |
|
|||||||||
|
|
Amount |
|
Rate |
|
Amount |
|
Rate |
|
Amount |
|
Rate |
|
|||
|
|
(Dollars in thousands) |
|
|||||||||||||
At December 31, |
|
|
|
|||||||||||||
Federal funds purchased |
|
$ |
48,000 |
|
1.73 |
% |
$ |
91,000 |
|
6.49 |
% |
$ |
|
|
|
% |
Securities sold under repurchase agreements |
|
669,734 |
|
1.83 |
|
794,320 |
|
6.61 |
|
960,000 |
|
5.75 |
|
|||
Treasury, tax and loan note payable |
|
125 |
|
1.40 |
|
13,375 |
|
5.73 |
|
42,625 |
|
4.53 |
|
|||
Commercial paper |
|
|
|
|
|
|
|
|
|
22,357 |
|
6.21 |
|
|||
Line of credit |
|
2,000 |
|
2.41 |
|
|
|
|
|
42,000 |
|
6.92 |
|
|||
Total |
|
$ |
719,859 |
|
1.82 |
|
$ |
898,695 |
|
6.58 |
|
$ |
1,066,982 |
|
5.76 |
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Average daily balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Federal funds purchased |
|
$ |
120,812 |
|
3.77 |
% |
$ |
10,989 |
|
6.68 |
% |
$ |
1,977 |
|
4.81 |
% |
Securities sold under repurchase agreements |
|
908,016 |
|
4.14 |
|
664,015 |
|
6.41 |
|
477,382 |
|
5.38 |
|
|||
Treasury, tax and loan note payable |
|
62,111 |
|
3.61 |
|
68,631 |
|
6.14 |
|
53,999 |
|
4.72 |
|
|||
Commercial paper |
|
|
|
|
|
4,843 |
|
6.18 |
|
22,621 |
|
5.62 |
|
|||
Line of credit |
|
6,749 |
|
5.57 |
|
18,824 |
|
7.58 |
|
45,245 |
|
6.03 |
|
|||
Total |
|
$ |
1,097,688 |
|
4.08 |
|
$ |
767,302 |
|
6.41 |
|
$ |
601,224 |
|
5.38 |
|
Maximum month-end balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Federal funds purchased |
|
$ |
304,000 |
|
N.A. |
|
$ |
91,000 |
|
N.A. |
|
$ |
10,000 |
|
N.A. |
|
Securities sold under repurchase agreements |
|
1,047,301 |
|
N.A. |
|
1,070,790 |
|
N.A. |
|
960,000 |
|
N.A. |
|
|||
Treasury, tax and loan note payable |
|
262,680 |
|
N.A. |
|
250,000 |
|
N.A. |
|
258,837 |
|
N.A. |
|
|||
Commercial paper |
|
|
|
N.A. |
|
19,039 |
|
N.A. |
|
45,073 |
|
N.A. |
|
|||
Line of credit |
|
30,500 |
|
N.A. |
|
79,000 |
|
N.A. |
|
89,000 |
|
N.A. |
|
N.A. Not Applicable
The securities underlying the repurchase agreements are book entry securities. During the borrowing period, book entry securities were delivered by appropriate entry into the counterparties accounts through the Federal Reserve System. The dealers may sell, loan or otherwise dispose of such securities to other parties in the normal course of their operations, but have agreed to resell to TCF identical or substantially the same securities upon the maturities of the agreements. At December 31, 2001, all of the securities sold under repurchase agreements provided for the repurchase of identical securities. At December 31, 2001, $669.7 million of securities sold under repurchase agreements with an interest rate of 1.83% maturing in 2002 were collateralized by mortgaged-backed securities having a carrying value of $689.5 million and a market value of $692 million.
TCF Financial Corporation has a $105 million bank line of credit maturing in April 2002 which is unsecured and contains certain covenants common to such agreements with which TCF is in compliance. The interest rate on the line of credit is based on either the prime rate or LIBOR. TCF has the option to select the interest rate index and term for advances on the line of credit. The line of credit may be used for appropriate corporate purposes, including serving as a back-up line of credit to support the redemption of TCFs commercial paper.
TCF Financial Corporation has a $50 million commercial paper program which is unsecured and contains certain covenants common to such programs with which TCF is in compliance. Any usage under the commercial paper program requires an equal amount of back-up support by the bank line of credit. Commercial paper generally matures within 90 days, although it may have a term of up to 270 days.
58
12 Long-term Borrowings
Long-term borrowings consist of the following:
|
|
|
At December 31, |
|
|||||||||
|
|
|
|
2001 |
|
2000 |
|
||||||
|
|
|
|
|
|
Weighted- |
|
|
|
Weighted- |
|
||
|
|
Year of |
|
|
|
Average |
|
|
|
Average |
|
||
|
|
Maturity |
|
Amount |
|
Rate |
|
Amount |
|
Rate |
|
||
|
|
(Dollars in thousands) |
|
||||||||||
Securities sold under repurchase agreements |
|
2005 |
|
$ |
200,000 |
|
6.27 |
% |
$ |
200,000 |
|
6.27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||
Federal Home Loan Bank advances |
|
2001 |
|
|
|
|
|
481,537 |
|
5.89 |
|
||
|
|
2003 |
|
135,000 |
|
5.76 |
|
135,000 |
|
5.76 |
|
||
|
|
2004 |
|
853,000 |
|
5.72 |
|
803,000 |
|
5.69 |
|
||
|
|
2005 |
|
246,000 |
|
6.02 |
|
246,000 |
|
6.02 |
|
||
|
|
2006 |
|
303,000 |
|
5.26 |
|
3,000 |
|
5.48 |
|
||
|
|
2009 |
|
122,500 |
|
5.25 |
|
122,500 |
|
5.25 |
|
||
|
|
2010 |
|
100,000 |
|
6.02 |
|
100,000 |
|
6.02 |
|
||
|
|
2011 |
|
200,000 |
|
4.85 |
|
|
|
|
|
||
|
|
|
|
1,959,500 |
|
5.58 |
|
1,891,037 |
|
5.78 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
Discounted lease rentals |
|
2001 |
|
|
|
|
|
84,529 |
|
8.81 |
|
||
|
|
2002 |
|
75,600 |
|
8.01 |
|
48,369 |
|
8.96 |
|
||
|
|
2003 |
|
46,458 |
|
8.00 |
|
20,897 |
|
9.10 |
|
||
|
|
2004 |
|
18,462 |
|
8.33 |
|
10,114 |
|
9.22 |
|
||
|
|
2005 |
|
2,684 |
|
8.50 |
|
1,355 |
|
9.15 |
|
||
|
|
2006 |
|
450 |
|
7.68 |
|
390 |
|
8.25 |
|
||
|
|
2007 |
|
12 |
|
8.53 |
|
109 |
|
8.36 |
|
||
|
|
|
|
143,666 |
|
8.06 |
|
165,763 |
|
8.92 |
|
||
Other borrowings: |
|
|
|
|
|
|
|
|
|
|
|
||
Senior subordinated debentures |
|
2003 |
|
|
|
|
|
28,750 |
|
9.50 |
|
||
|
|
|
|
$ |
2,303,166 |
|
5.79 |
|
$ |
2,285,550 |
|
6.10 |
|
At December 31, 2001, $200 million of securities sold under repurchase agreements with an interest rate of 6.27% maturing in 2005 were collateralized by mortgage-backed securities having a carrying value of $213.3 million and a market value of $214.7 million. These borrowings are callable quarterly by the counterparty beginning in the third quarter of 2002.
For certain equipment leases, TCF utilizes its lease rentals and underlying equipment as collateral to borrow from other financial institutions at fixed rates on a non-recourse basis. In the event of a default by the customer in non-recourse financings, the other financial institution has a first lien on the underlying leased equipment with no further recourse against TCF.
On July 1, 2001, TCF exercised its right of redemption on the $28.8 million of 9.50% senior subordinated debentures at par plus accrued earnings to the date of redemption in accordance with redemption provisions of the debentures.
59
Included in FHLB advances at December 31, 2001 are $1.3 billion of fixed-rate advances which are callable at par on certain dates. If called, the FHLB will provide replacement funding at the then-prevailing market interest rates. Due to changes in interest rates since the long-term FHLB advances were obtained, the market rate exceeded the contract rates on $5.5 million of long-term advances with call dates within one year. The probability that these advances will be called depends primarily on the level of related interest rates during the call period. The stated maturity dates and the next call dates for the callable FHLB advances outstanding at December 31, 2001 were as follows (dollars in thousands):
|
|
|
|
Weighted- |
|
|
|
Weighted- |
|
|||
Year |
|
|
Stated Maturity |
|
Average Rate |
|
Next Call Date |
|
Average Rate |
|
||
2002 |
|
$ |
|
|
|
% |
$ |
642,500 |
|
5.67 |
% |
|
2003 |
|
85,000 |
|
5.65 |
|
300,000 |
|
5.68 |
|
|||
2004 |
|
303,000 |
|
5.49 |
|
317,000 |
|
4.93 |
|
|||
2005 |
|
246,000 |
|
5.92 |
|
|
|
|
|
|||
2006 |
|
203,000 |
|
5.55 |
|
|
|
|
|
|||
2009 |
|
122,500 |
|
5.16 |
|
|
|
|
|
|||
2010 |
|
100,000 |
|
5.92 |
|
|
|
|
|
|||
2011 |
|
200,000 |
|
4.78 |
|
|
|
|
|
|||
|
|
$ |
1,259,500 |
|
5.49 |
|
$ |
1,259,500 |
|
5.49 |
|
|
FHLB advances are collateralized by residential real estate loans and FHLB stock with an aggregate carrying value of $2.5 billion at December 31, 2001.
13 Income Taxes
Income tax expense consists of:
|
|
Current |
|
Deferred |
|
Total |
|
|||
|
|
(In thousands) |
|
|||||||
Year ended December 31, 2001: |
|
|
|
|
|
|
|
|||
Federal |
|
$ |
112,288 |
|
$ |
3,707 |
|
$ |
115,995 |
|
State |
|
6,188 |
|
329 |
|
6,517 |
|
|||
|
|
$ |
118,476 |
|
$ |
4,036 |
|
$ |
122,512 |
|
Year ended December 31, 2000: |
|
|
|
|
|
|
|
|||
Federal |
|
$ |
88,746 |
|
$ |
18,862 |
|
$ |
107,608 |
|
State |
|
6,457 |
|
2,528 |
|
8,985 |
|
|||
|
|
$ |
95,203 |
|
$ |
21,390 |
|
$ |
116,593 |
|
Year ended December 31, 1999: |
|
|
|
|
|
|
|
|||
Federal |
|
$ |
91,647 |
|
$ |
2,981 |
|
$ |
94,628 |
|
State |
|
11,747 |
|
677 |
|
12,424 |
|
|||
|
|
$ |
103,394 |
|
$ |
3,658 |
|
$ |
107,052 |
|
Income tax expense differs from the amounts computed by applying the federal income tax rate of 35% to income before income tax expense as a result of the following:
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Computed income tax expense |
|
$ |
115,442 |
|
$ |
105,993 |
|
$ |
95,582 |
|
Increase in income tax expense resulting from: |
|
|
|
|
|
|
|
|||
Amortization of goodwill |
|
2,553 |
|
2,544 |
|
2,724 |
|
|||
State income tax, net of federal income tax benefit |
|
4,236 |
|
5,840 |
|
8,076 |
|
|||
Other, net |
|
281 |
|
2,216 |
|
670 |
|
|||
|
|
$ |
122,512 |
|
$ |
116,593 |
|
$ |
107,052 |
|
60
The significant components of the Companys deferred tax assets and deferred tax liabilities are as follows:
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(In thousands) |
|
||||
Deferred tax assets: |
|
|
|
||||
Securities available for sale |
|
$ |
|
|
$ |
5,755 |
|
Allowance for loan and lease losses |
|
21,829 |
|
20,471 |
|
||
Pension and other compensation plans |
|
17,034 |
|
15,710 |
|
||
Total deferred tax assets |
|
38,863 |
|
41,936 |
|
||
Deferred tax liabilities: |
|
|
|
|
|
||
Securities available for sale |
|
3,580 |
|
|
|
||
Lease financing |
|
53,158 |
|
50,653 |
|
||
Loan fees and discounts |
|
14,596 |
|
12,570 |
|
||
Mortgage servicing |
|
8,912 |
|
2,884 |
|
||
Other, net |
|
399 |
|
4,240 |
|
||
Total deferred tax liabilities |
|
80,645 |
|
70,347 |
|
||
Net deferred tax assets (liabilities) |
|
$ |
(41,782 |
) |
$ |
(28,411 |
) |
14 Stockholders Equity
RESTRICTED RETAINED EARNINGS Retained earnings at December 31, 2001 includes approximately $134.4 million for which no provision for federal income tax has been made. This amount represents earnings appropriated to bad debt reserves and deducted for federal income tax purposes and is generally not available for payment of cash dividends or other distributions to shareholders. Payments or distributions of these appropriated earnings could invoke a tax liability for TCF based on the amount of earnings removed and current tax rates.
In general, TCFs subsidiary banks may not declare or pay a dividend to TCF in excess of 100% of their net profits for that year combined with their retained net profits for the preceding two calendar years without prior approval of the Office of the Comptroller of the Currency (OCC). Additional limitations on dividends declared or paid on, or repurchases of, TCFs subsidiary banks capital stock are tied to the national banks regulatory capital levels.
SHAREHOLDER RIGHTS PLAN TCFs preferred share purchase rights will become exercisable only if a person or group acquires or announces an offer to acquire 15% or more of TCFs common stock. When exercisable, each right will entitle the holder to buy one one-hundredth of a share of a new series of junior participating preferred stock at a price of $100. In addition, upon the occurrence of certain events, holders of the rights will be entitled to purchase either TCFs common stock or shares in an acquiring entity at half of the market value. TCFs Board of Directors (the Board) is generally entitled to redeem the rights at one cent per right at any time before they become exercisable. The rights will expire on June 9, 2009, if not previously redeemed or exercised.
TREASURY STOCK AND OTHER Treasury stock and other consists of the following:
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(In thousands) |
|
||||
Treasury stock, at cost |
|
$ |
(463,394 |
) |
$ |
(325,026 |
) |
Shares held in trust for deferred compensation plans, at cost |
|
(71,652 |
) |
(61,908 |
) |
||
Unamortized deferred compensation |
|
(31,688 |
) |
(33,056 |
) |
||
Loans to deferred compensation plans |
|
(9,783 |
) |
(5,137 |
) |
||
|
|
$ |
(576,517 |
) |
$ |
(425,127 |
) |
61
TCF purchased 3,670,107, 3,243,800 and 4,091,611 shares of its common stock during the years ended December 31, 2001, 2000 and 1999, respectively. At December 31, 2001, TCF has 6.7 million shares remaining in its stock repurchase programs authorized by the Board of Directors.
On June 22, 2000, the Company entered into an agreement with a third party that provides TCF with an option to purchase up to $50 million of TCFs common stock under a forward share repurchase contract. The forward transactions can be settled from time to time, at the Companys election, on a physical, net cash or net share basis. The final maturity date of the agreement is June 24, 2002. At December 31, 2001 and 2000, there were no open forward purchases under this contract.
SHARES HELD IN TRUST FOR DEFERRED COMPENSATION PLANS TCF has deferred compensation plans that allow eligible executives, senior officers and certain other employees to defer payment of up to 100% of their base salary and bonus as well as grants of restricted stock. There are no company contributions to these plans, other than payment of administrative expenses. The amounts deferred are invested in TCF stock or other publicly traded stocks and bonds. At December 31, 2001 the assets in the plans totaled $200.4 million and included $193.6 million invested in TCF common stock. The cost of TCF common stock held by TCFs deferred compensation plans is reported separately in a manner similar to treasury stock (that is, changes in fair value are not recognized) with a corresponding deferred compensation obligation reflected in additional paid-in capital.
LOANS TO DEFERRED COMPENSATION PLANS During 1998 and 2000, loans totaling $6.4 million and $2 million, respectively, were made by TCF to the Executive Deferred Compensation Plan trustee on a non-recourse basis to purchase shares of TCF common stock for the accounts of participants. During September 2001, most participant accounts were refinanced and an additional $6.2 million was loaned to the plan to purchase additional shares of TCF stock. The amount of the loan related to an individual participant is limited to what could be serviced (fully amortized over a five-year term) through dividend payments on existing and newly acquired shares of TCF common stock in the participants account. The loans are repayable by the participants over five years and bear interest at 6.625% to 8.00% and are secured by a pledge of stock acquired through the loan, future income to the participants account and a contingent deferral commitment from each participant. These loans are reflected as a reduction of stockholders equity as required by generally accepted accounting principles.
During 2001, loans totaling $755,000 were made by TCF to the Directors Deferred Compensation Plan trustee on a non-recourse basis to purchase shares of TCF common stock for the accounts of participants. The loans are repayable by the participants over five years and bear interest at 6.625% and are secured by the shares of TCF common stock purchases with the loan proceeds. These loans have a remaining principal balance of $721,000 at December 31, 2001, which is reflected as a reduction of stockholders equity as required by generally accepted accounting principles.
15 Regulatory Capital Requirements
TCF is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by the federal banking agencies that could have a direct material effect on TCFs financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, TCF must meet specific capital guidelines that involve quantitative measures of the Companys assets, stockholders equity, and certain off-balance-sheet items as calculated under regulatory accounting practices.
The following table sets forth TCFs tier 1 leverage, tier 1 risk-based and total risk-based capital levels, and applicable percentages of adjusted assets, together with the excess over the minimum capital requirements:
|
|
At December 31, |
|
||||||||
|
|
2001 |
|
2000 |
|
||||||
|
|
Amount |
|
Percentage |
|
Amount |
|
Percentage |
|
||
|
|
(Dollars in thousands) |
|
||||||||
Tier 1 leverage capital |
|
$ |
758,728 |
|
6.62 |
% |
$ |
758,766 |
|
6.90 |
% |
Tier 1 leverage capital requirement |
|
343,996 |
|
3.00 |
|
330,110 |
|
3.00 |
|
||
Excess |
|
$ |
414,732 |
|
3.62 |
% |
$ |
428,656 |
|
3.90 |
% |
Tier 1 risk-based capital |
|
$ |
758,728 |
|
10.24 |
% |
$ |
758,766 |
|
10.66 |
% |
Tier 1 risk-based capital requirement |
|
296,260 |
|
4.00 |
|
284,827 |
|
4.00 |
|
||
Excess |
|
$ |
462,468 |
|
6.24 |
% |
$ |
473,939 |
|
6.66 |
% |
Total risk-based capital |
|
$ |
833,821 |
|
11.26 |
% |
$ |
825,527 |
|
11.59 |
% |
Total risk-based capital requirement |
|
592,520 |
|
8.00 |
|
569,655 |
|
8.00 |
|
||
Excess |
|
$ |
241,301 |
|
3.26 |
% |
$ |
255,872 |
|
3.59 |
% |
62
At December 31, 2001, TCF and its bank subsidiaries exceeded their regulatory capital requirements and are considered well-capitalized under guidelines established by the FRB and the OCC pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991.
16 Stock Option and Incentive Plan
The TCF Financial 1995 Incentive Stock Program (the Program) was adopted to enable TCF to attract and retain key personnel. Under the Program, no more than 5% of the shares of TCF common stock outstanding on the date of initial shareholder approval may be awarded. At December 31, 2001, there were 2,881,069 shares reserved for issuance under the Program, including 370,125 shares related to outstanding stock options.
Restricted stock granted to certain executive officers in 2000 will vest only if certain earnings per share goals are achieved by 2008. Failure to achieve the goals will result in all or a portion of the shares being forfeited. Other restricted stock grants generally vest over periods from three to eight years.
TCF also has prior programs with options that remain outstanding. Those options are included in the following tables. Options generally become exercisable over a period of one to 10 years from the date of the grant and expire after 10 years. All outstanding options have a fixed exercise price equal to the market price of TCF common stock on the date of grant.
ACCOUNTING FOR STOCK-BASED COMPENSATION Effective January 1, 2000, TCF adopted the recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for stock-based grants beginning in 2000. Under SFAS No. 123, the fair value of an option or similar equity instrument on the date of grant is amortized to expense over the vesting period of the grant. The recognition provisions of SFAS No. 123 were applied prospectively upon adoption. TCF applied the intrinsic value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, as amended, for stock-based transactions through December 31, 1999. Accordingly, no compensation expense was recognized prior to 2000 for TCFs stock option grants.
TCF believes the fair value method of accounting more appropriately reflects the substance of the transaction between an entity that issues stock options, or other stock-based instruments, and its employees; that is, an entity has granted something of value to an employee generally in return for their continued employment and services. The fair value based method is designated as the preferred method of accounting by SFAS No. 123.
Compensation expense for restricted stock under SFAS No. 123 and APB Opinion No. 25 is recorded over the vesting periods, and totaled $11.1 million, $9.4 million and $9.5 million in 2001, 2000 and 1999, respectively.
Had compensation expense for all periods been determined based on the fair value at the grant dates for awards under the Program con sistent with the method of SFAS No. 123, TCFs pro forma net income and diluted earnings per common share would have been $164.6 million and $1.98, respectively, for the year ended December 31, 1999.
The fair value of each option grant is estimated on the grant date using the Black-Scholes option pricing model, with the following weighted-average assumptions used for 1999: risk-free interest rates of 5.03%; dividend yield of 2.7%; expected lives of 7 years; and volatility of 27.0%.
The weighted-average grant date fair value of options was $6.59 and $7.02 in 2000 and 1999, respectively. No options were granted in 2001. The weighted-average grant date fair value of restricted stock was $39.53, $24.60 and $25.94 in 2001, 2000 and 1999, respectively.
63
The following table reflects TCFs stock option and restricted stock transactions under the Program since December 31, 1998:
|
|
Stock Options |
|
Restricted Stock |
|
|||||||||
|
|
|
|
Exercise Price |
|
|
|
|
|
|||||
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|||
|
|
Shares |
|
Range |
|
Average |
|
Shares |
|
Price Range |
|
|||
Outstanding at December 31, 1998 |
|
1,178,657 |
|
$ |
2.22-33.28 |
|
$ |
17.67 |
|
1,443,734 |
|
$ |
7.66-34.00 |
|
Granted |
|
247,550 |
|
23.56-29.03 |
|
25.25 |
|
21,050 |
|
22.53-28.59 |
|
|||
Exercised |
|
(551,107 |
) |
2.22-23.69 |
|
11.73 |
|
|
|
|
|
|||
Forfeited |
|
(112,000 |
) |
23.56-33.28 |
|
32.36 |
|
(11,760 |
) |
8.11-34.00 |
|
|||
Vested |
|
|
|
|
|
|
|
(331,889 |
) |
7.66-27.34 |
|
|||
Outstanding at December 31, 1999 |
|
763,100 |
|
2.63-33.28 |
|
22.27 |
|
1,121,135 |
|
8.11-34.00 |
|
|||
Granted |
|
1,000 |
|
21.81 |
|
21.81 |
|
1,300,080 |
|
22.10-43.70 |
|
|||
Exercised |
|
(283,585 |
) |
2.63-28.88 |
|
20.25 |
|
|
|
|
|
|||
Forfeited |
|
(13,000 |
) |
23.56-32.19 |
|
28.32 |
|
(20,940 |
) |
20.88-34.00 |
|
|||
Vested |
|
|
|
|
|
|
|
(125,175 |
) |
8.11-28.59 |
|
|||
Outstanding at December 31, 2000 |
|
467,515 |
|
3.46-33.28 |
|
23.32 |
|
2,275,100 |
|
16.56-43.70 |
|
|||
Granted |
|
|
|
|
|
|
|
262,340 |
|
27.98-48.20 |
|
|||
Exercised |
|
(86,832 |
) |
3.46-32.19 |
|
17.47 |
|
|
|
|
|
|||
Forfeited |
|
(10,558 |
) |
23.56-32.19 |
|
24.73 |
|
(18,850 |
) |
27.98-48.20 |
|
|||
Vested |
|
|
|
|
|
|
|
(59,179 |
) |
16.56-40.75 |
|
|||
Outstanding at December 31, 2001 |
|
370,125 |
|
5.33-33.28 |
|
24.65 |
|
2,459,411 |
(1) |
|
|
|||
Exercisable at December 31, 2001 |
|
204,127 |
|
5.33-33.28 |
|
22.48 |
|
|
|
|
|
|||
(1) 848,899 shares vested on January 2, 2002.
The following table summarizes information about stock options outstanding at December 31, 2001:
|
|
Options Outstanding |
|
Options Exercisable |
|
||||||||
Exercise Price Range |
|
Shares |
|
Weighted-
|
|
Weighted-
|
|
Shares |
|
Weighted-
|
|
||
$ 5.33 to $20.00 |
|
43,325 |
|
$ |
7.83 |
|
1.9 |
|
43,325 |
|
$ |
7.83 |
|
$ 20.01 to $25.00 |
|
167,250 |
|
23.59 |
|
7.0 |
|
96,902 |
|
23.61 |
|
||
$ 25.01 to $30.00 |
|
72,050 |
|
28.91 |
|
7.5 |
|
30,400 |
|
28.94 |
|
||
$ 30.01 to $33.28 |
|
87,500 |
|
31.50 |
|
6.1 |
|
33,500 |
|
32.26 |
|
||
Total Options |
|
370,125 |
|
24.65 |
|
6.3 |
|
204,127 |
|
22.48 |
|
||
17 Employee Benefit Plans
The TCF Cash Balance Pension Plan (the Pension Plan) is a qualified defined benefit plan covering all regular stated salary employees and certain part-time employees who are at least 21 years old and have completed a year of eligibility service with TCF. TCF makes a monthly allocation to the participants account based on a percentage of the participants compensation. The percentage is based on the sum of the participants age and years of employment with TCF. Participants are fully vested after five years of qualifying service.
In addition to providing retirement income benefits, TCF provides health care benefits for eligible retired employees, and in some cases life insurance benefits (the Postretirement Plan). Substantially all full-time employees may become eligible for health care benefits if they reach retirement age and have completed ten years of service with the Company, with certain exceptions. Effective January 1, 2000, TCF modified the Postretirement Plan by eliminating the Company subsidy for employees not yet eligible for benefits under the Postretirement Plan. The plan provisions for full-time and retired employees then eligible for these benefits were not changed. These and similar benefits for active employees are provided through insurance companies or through self-funded programs. The Postretirement Plan is an unfunded plan.
64
The following table sets forth the status of the Pension Plan and the Postretirement Plan at the dates indicated:
|
|
Pension Plan |
|
Postretirement Plan |
|
||||||||
|
|
Year Ended December 31, |
|
Year Ended December 31, |
|
||||||||
|
|
2001 |
|
2000 |
|
2001 |
|
2000 |
|
||||
|
|
(In thousands) |
|
||||||||||
Change in benefit obligation: |
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year |
|
$ |
32,544 |
|
$ |
30,728 |
|
$ |
7,609 |
|
$ |
9,721 |
|
Service cost-benefits earned during the year |
|
2,969 |
|
3,248 |
|
49 |
|
56 |
|
||||
Interest cost on benefit obligation |
|
2,480 |
|
2,431 |
|
547 |
|
523 |
|
||||
Amendments |
|
|
|
|
|
|
|
(2,481 |
) |
||||
Actuarial (gain) loss |
|
323 |
|
(1,942 |
) |
2,182 |
|
179 |
|
||||
Benefits paid |
|
(2,263 |
) |
(1,921 |
) |
(809 |
) |
(389 |
) |
||||
Benefit obligation at end of year |
|
36,053 |
|
32,544 |
|
9,578 |
|
7,609 |
|
||||
Change in fair value of plan assets: |
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year |
|
87,064 |
|
74,867 |
|
|
|
|
|
||||
Actual return on plan assets |
|
(25,197 |
) |
14,118 |
|
|
|
|
|
||||
Benefits paid |
|
(2,263 |
) |
(1,921 |
) |
(809 |
) |
(389 |
) |
||||
Employer contributions |
|
|
|
|
|
809 |
|
389 |
|
||||
Fair value of plan assets at end of year |
|
59,604 |
|
87,064 |
|
|
|
|
|
||||
Funded status of plans: |
|
|
|
|
|
|
|
|
|
||||
Funded status at end of year |
|
23,551 |
|
54,520 |
|
(9,578 |
) |
(7,609 |
) |
||||
Unrecognized transition obligation |
|
|
|
|
|
2,304 |
|
2,513 |
|
||||
Unrecognized prior service cost |
|
(1,869 |
) |
(2,926 |
) |
|
|
|
|
||||
Unrecognized net (gain) loss |
|
1,678 |
|
(32,808 |
) |
1,388 |
|
(797 |
) |
||||
Prepaid (accrued) benefit cost at end of year |
|
$ |
23,360 |
|
$ |
18,786 |
|
$ |
(5,886 |
) |
$ |
(5,893 |
) |
Net periodic benefit cost (credit) included the following components:
|
|
Pension Plan |
|
Postretirement Plan |
|
||||||||||||||
|
|
Year Ended December 31, |
|
Year Ended December 31, |
|
||||||||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
2001 |
|
2000 |
|
1999 |
|
||||||
|
|
(In thousands) |
|
||||||||||||||||
Service cost |
|
$ |
2,969 |
|
$ |
3,248 |
|
$ |
3,297 |
|
$ |
49 |
|
$ |
56 |
|
$ |
426 |
|
Interest cost |
|
2,480 |
|
2,431 |
|
2,059 |
|
547 |
|
523 |
|
630 |
|
||||||
Expected return on plan assets |
|
(7,156 |
) |
(6,207 |
) |
(5,155 |
) |
|
|
|
|
|
|
||||||
Amortization of transition obligation |
|
|
|
|
|
|
|
209 |
|
209 |
|
342 |
|
||||||
Amortization of prior service cost |
|
(1,057 |
) |
(1,057 |
) |
(1,057 |
) |
|
|
|
|
109 |
|
||||||
Recognized actuarial gain |
|
(1,810 |
) |
(915 |
) |
|
|
(3 |
) |
(22 |
) |
(12 |
) |
||||||
Net periodic benefit cost (credit) |
|
$ |
(4,574 |
) |
$ |
(2,500 |
) |
$ |
(856 |
) |
$ |
802 |
|
$ |
766 |
|
$ |
1,495 |
|
65
The discount rate and rate of increase in future compensation used to measure the benefit obligation and the expected long-term rate of return on plan assets were as follows:
|
|
Pension Plan |
|
Postretirement Plan |
|
||||||||
|
|
Year Ended December 31, |
|
Year Ended December 31, |
|
||||||||
|
|
2001 |
|
2000 |
|
1999 |
|
2001 |
|
2000 |
|
1999 |
|
Discount rate |
|
7.50 |
% |
7.50 |
% |
7.50 |
% |
7.50 |
% |
7.50 |
% |
7.50 |
% |
Rate of increase in future compensation |
|
4.50 |
|
5.00 |
|
5.00 |
|
N.A. |
|
N.A. |
|
N.A. |
|
Expected long-term rate of return on plan assets |
|
10.00 |
|
10.00 |
|
10.00 |
|
N.A. |
|
N.A. |
|
N.A. |
|
N.A. Not applicable.
The Pension Plans assets consist primarily of listed stocks. At December 31, 2001 and 2000, the Pension Plans assets included TCF common stock with a market value of $11.8 million and $11.3 million, respectively.
For active participants of the Postretirement Plan, a 6.8% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2002. This rate is assumed to decrease gradually to 6% for the year 2004 and remain at that level thereafter. For most retired participants, the annual rate of increase is assumed to be 4% for all future years.
Assumed health care cost trend rates have an effect on the amounts reported for the Postretirement Plan. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
|
|
1- Percentage- |
|
1- Percentage- |
|
||
|
|
Point Increase |
|
Point Decrease |
|
||
|
|
(In thousands) |
|
||||
Effect on total service and interest cost components |
|
$ |
13 |
|
$ |
(12 |
) |
Effect on postretirement benefits obligations |
|
131 |
|
(117 |
) |
||
EMPLOYEES STOCK PURCHASE PLAN The TCF Employees Stock Purchase Plan generally allows participants to make contributions by salary deduction of up to 18% of their salary on a tax-deferred basis (12% prior to November 1, 2001). TCF matches the contributions of all employees at the rate of 50 cents per dollar, with a maximum employer contribution of 3% of the employees salary. Employee contributions vest immediately while the Companys matching contributions are subject to a graduated vesting schedule based on an employees years of vesting service. Employee contributions and matching contributions are invested in TCF stock. Employees age 50 and over may invest all or a portion of their account balance in various mutual funds. The Companys matching contributions are expensed when made. At December 31, 2001, the assets in the plan totaled $200.2 million and included $197.3 million invested in TCF common stock. Additionally, as of December 31, 2001, $76.5 million of plan assets were eligible for diversification under plan provisions. TCFs contribution to the plan was $3 million, $2.7 million and $2.8 million in 2001, 2000 and 1999, respectively.
18 Derivative Instruments and Hedging Activities
Effective January 1, 2001, TCF adopted SFAS No. 133, as amended, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires that all derivative instruments as defined, including derivatives embedded in other financial instruments or contracts, be recognized as either assets or liabilities in the statement of financial condition at fair value. Changes in the fair value of a derivative are recorded in the results of operations. A derivative may be designated as a hedge of an exposure to changes in the fair value of an asset, liability or firm commitment or as a hedge of cash flows of forecasted transactions. The accounting for derivatives that are used as hedges is dependent on the type of hedge and requires that a hedge be highly effective in offsetting changes in the hedged risk.
Under SFAS No. 133, TCFs pipeline of locked residential mortgage loan commitments are considered derivatives and are recorded at fair value, with the changes in fair value recognized in gains on sales of loans held for sale in the consolidated statements of income. TCF economically hedges its risk of changes in the fair value of locked residential mortgage loan commitments due to changes in interest rates through the use of forward sales contracts. Forward sales contracts require TCF to deliver qualifying residential mortgage loans or pools of loans at a specified future date at a specified price or yield. Such forward sales contracts hedging the pipeline of locked residential mortgage loan commitments are derivatives under SFAS No. 133 and are recorded at fair value, with changes in fair value recognized in gains on sales of loans held for sale. TCF also utilizes forward sales contracts to hedge its risk of changes in the fair value of its residential
66
loans held for sale. In accordance with fair value hedge accounting under SFAS No. 133, the forward sales contracts hedging the residential loans held for sale are recorded at fair value, with changes in fair value recognized in gains on sales of loans held for sale as is the offsetting change in the fair value of the hedged loans.
The impact of adopting SFAS No. 133 on TCFs financial position was not material. A transition adjustment of $117,000 was recorded in other income in the consolidated statements of income on January 1, 2001. During 2001, the ineffectiveness of the fair value hedges was not material. Forward mortgage loan sales commitments totaled $490.9 million and $121.7 million at December 31, 2001 and 2000, respectively.
19 Financial Instruments with Off-Balance-Sheet Risk
TCF is a party to financial instruments with off-balance-sheet risk, primarily to meet the financing needs of its customers. These financial instruments, which are issued or held by TCF for purposes other than trading, involve elements of credit and interest-rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition.
TCFs exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of the commitments. TCF uses the same credit policies in making these commitments as it does for on-balance-sheet instruments. TCF evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral obtained is based on managements credit evaluation of the customer.
COMMITMENTS TO EXTEND CREDIT Commitments to extend credit are agreements to lend to a customer 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. At December 31, 2001 these commitments totaled $1.6 billion and consisted of consumer commitments of $955.7 million, commercial commitments of $494.5 million, leasing and equipment financing commitments of $71.6 million and other commitments of $32.5 million. At December 31, 2000 these commitments totaled $1.2 billion and consisted of consumer commitments of $706.9 million, commercial commitments of $411.3 million, leasing and equipment finance commitments of $71.6 million and other commitments of $47 million. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily rep resent future cash requirements. Collateral predominantly consists of residential and commercial real estate and personal property.
STANDBY LETTERS OF CREDIT Standby letters of credit are conditional commitments issued by TCF guaranteeing the performance of a customer to a third party. The standby letters of credit expire in various years through the year 2003 and totaled $12.7 million and $28.8 million at December 31, 2001 and 2000, respectively. Collateral held primarily consists of commercial real estate mortgages. Since the conditions under which TCF is required to fund standby letters of credit may not materialize, the cash requirements are expected to be less than the total outstanding commitments.
VA LOANS SERVICED WITH PARTIAL RECOURSE TCF services VA loans on which it must cover any principal loss in excess of the VAs guarantee if the VA elects its no-bid option upon the foreclosure of a loan. The liability relating to the loans serviced with par tial recourse was $100,000 and $100,000 at December 31, 2001 and 2000, respectively and was recorded in other liabilities. The serviced loans are collateralized by residential real estate and totaled $179.7 million and $182.1 million at December 31, 2001 and 2000, respectively.
FEDERAL HOME LOAN BANK ADVANCES FORWARD SETTLEMENTS TCF enters into forward settlements of FHLB advances in the course of asset and liability management and to manage interest rate risk. There were no forward settlements of FHLB advances at December 31, 2001. Forward settlements of FHLB advances totaled $300 million at December 31, 2000.
20 Fair Values 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. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. Fair value estimates are subjective in nature, involving uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The carrying amounts of cash and due from banks, investments 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 are carried at fair value, which is based on quoted market prices. Certain financial instruments, including lease financings and 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 the Company in estimating fair value disclosures for its remaining financial instruments, all of which are issued or held for purposes other than trading.
67
LOANS The fair value of residential loans is estimated using quoted market prices. For certain variable-rate loans that reprice frequently and that have experienced no significant change in credit risk, fair values are based on carrying values. The fair values of other loans are estimated by discounting contractual cash flows adjusted for prepayment estimates, using interest rates currently being offered for loans with similar terms to borrowers with similar credit risk characteristics.
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 is estimated based on discounted cash flow analyses using interest rates offered by TCF for certificates with similar remaining maturities. The intangible value of long-term relationships with depositors is not taken into account in the fair values disclosed in the table below.
BORROWINGS The carrying amounts of short-term borrowings approximate their fair values. The fair values of TCFs long-term borrowings are estimated based on quoted market prices or discounted cash flow analyses using interest rates for borrowings of similar remaining maturities.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK The fair values of TCFs commitments to extend credit and standby letters of credit are estimated using fees currently charged to enter into similar agreements. For fixed-rate loan commitments and standby letters of credit issued in conjunction with fixed-rate loan agreements, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of VA loans serviced with partial recourse approximates the carrying value recorded in other liabilities. The fair values of forward settlements of FHLB advances are based on the difference between current levels of interest rates and the committed rates.
As discussed above, the carrying amounts of certain of the Companys financial instruments approximate their fair value. The carrying amounts and fair values of the Companys remaining financial instruments are set forth in the following table:
|
|
At December 31, |
|
||||||||||
|
|
2001 |
|
2000 |
|
||||||||
|
|
Carrying |
|
Estimated |
|
Carrying |
|
Estimated |
|
||||
|
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
|
||||
|
|
(In thousands) |
|
||||||||||
Financial instrument assets: |
|
|
|
|
|
|
|
|
|
||||
Loans held for sale |
|
$ |
451,609 |
|
$ |
454,536 |
|
$ |
227,779 |
|
$ |
231,306 |
|
Forward mortgage loan sales commitments |
|
7,352 |
|
7,352 |
|
|
|
|
|
||||
Loans: |
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
2,509,333 |
|
2,548,617 |
|
2,234,134 |
|
2,408,672 |
|
||||
Commercial real estate |
|
1,622,461 |
|
1,644,263 |
|
1,371,841 |
|
1,381,222 |
|
||||
Commercial business |
|
422,381 |
|
417,896 |
|
410,422 |
|
410,003 |
|
||||
Equipment finance loans |
|
271,398 |
|
275,148 |
|
207,059 |
|
210,434 |
|
||||
Residential real estate |
|
2,733,290 |
|
2,795,894 |
|
3,673,831 |
|
3,712,568 |
|
||||
Allowance for loan losses(1) |
|
(66,876 |
) |
|
|
(60,816 |
) |
|
|
||||
|
|
$ |
7,950,948 |
|
$ |
8,143,706 |
|
$ |
8,064,250 |
|
$ |
8,354,205 |
|
Financial instrument liabilities: |
|
|
|
|
|
|
|
|
|
||||
Checking, savings and money market deposits |
|
$ |
4,778,714 |
|
$ |
4,778,714 |
|
$ |
4,086,219 |
|
$ |
4,086,219 |
|
Certificates |
|
2,320,244 |
|
2,357,872 |
|
2,805,605 |
|
2,836,340 |
|
||||
Short-term borrowings |
|
719,859 |
|
719,859 |
|
898,695 |
|
898,695 |
|
||||
Long-term borrowings |
|
2,303,166 |
|
2,410,329 |
|
2,285,550 |
|
2,309,323 |
|
||||
|
|
$ |
10,121,983 |
|
$ |
10,266,774 |
|
$ |
10,076,069 |
|
$ |
10,130,577 |
|
Financial instruments with off-balance-sheet risk:(2) |
|
|
|
|
|
|
|
|
|
||||
Commitments to extend credit(3) |
|
$ |
13,767 |
|
$ |
13,767 |
|
$ |
12,045 |
|
$ |
12,045 |
|
Standby letters of credit(4) |
|
2,409 |
|
2,409 |
|
(2 |
) |
(2 |
) |
||||
Federal Home Loan Bank advance forward settlements |
|
|
|
|
|
|
|
(6,985 |
) |
||||
|
|
$ |
16,176 |
|
$ |
16,176 |
|
$ |
12,043 |
|
$ |
5,058 |
|
(1) Excludes the allowance for lease losses.
(2) Positive amounts represent assets, negative amounts represent liabilities.
(3) Carrying amounts are included in other assets.
(4) Carrying amounts are included in accrued expenses and other liabilities.
68
21 Earnings Per Common Share
The computation of basic and diluted earnings per share is presented in the following table:
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(Dollars in thousands, except per-share data) |
|
|||||||
Basic Earnings Per Common Share |
|
|
|
|
|
|
|
|||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
Weighted average common shares outstanding |
|
75,825,017 |
|
78,648,765 |
|
82,445,288 |
|
|||
Basic earnings per common share |
|
$ |
2.73 |
|
$ |
2.37 |
|
$ |
2.01 |
|
Diluted Earnings Per Common Share |
|
|
|
|
|
|
|
|||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
Weighted average number of common shares outstanding adjusted for effect of dilutive securities: |
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding used in basic earnings per common share calculation |
|
75,825,017 |
|
78,648,765 |
|
82,445,288 |
|
|||
Net dilutive effect of: |
|
|
|
|
|
|
|
|||
Stock option plans |
|
149,711 |
|
113,338 |
|
172,486 |
|
|||
Restricted stock plans |
|
868,209 |
|
626,572 |
|
452,944 |
|
|||
|
|
76,842,937 |
|
79,388,675 |
|
83,070,718 |
|
|||
Diluted earnings per common share |
|
$ |
2.70 |
|
$ |
2.35 |
|
$ |
2.00 |
|
22 Comprehensive Income
Comprehensive income is the total of net income and other comprehensive income (loss), which for TCF is comprised entirely of unrealized gains and losses on securities available for sale. The following table summarizes the components of comprehensive income:
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
Other comprehensive income (loss) before tax: |
|
|
|
|
|
|
|
|||
Unrealized holding gains (losses) arising during the period on securities available for sale |
|
26,295 |
|
59,726 |
|
(84,503 |
) |
|||
Reclassification adjustment for gains included in net income |
|
(863 |
) |
|
|
(3,194 |
) |
|||
Income tax expense (benefit) |
|
9,335 |
|
22,212 |
|
(32,724 |
) |
|||
Total other comprehensive income (loss), net of tax |
|
16,097 |
|
37,514 |
|
(54,973 |
) |
|||
Comprehensive income |
|
$ |
223,419 |
|
$ |
223,759 |
|
$ |
111,066 |
|
23 Business Segments
Banking, leasing and equipment finance, and mortgage banking have been identified as reportable operating segments. Banking includes the following operating units that provide financial services to customers: deposits and investment products, commercial lending, consumer lending, residential lending and treasury services. Management of TCFs banking segment is organized by state. The separate state operations have been aggregated for purposes of segment disclosures. Leasing and equipment finance provides a broad range of comprehensive leasing and equipment finance products addressing the financing needs of diverse companies. Mortgage banking activities include the origination and purchase of residential mortgage loans primarily for sale to third parties, generally with servicing retained. In addition, TCF operates a bank holding company (parent company) and has corporate functions that provide data processing, bank operations and other professional services to the operating segments.
TCF evaluates performance and allocates resources based on the segments net income. The segments follow generally accepted accounting principles as described in the Summary of Significant Accounting Policies. TCF generally accounts for intersegment sales and transfers at cost. Each segment is managed separately with its own president, who reports to TCFs chief operating decision maker.
69
The following table sets forth certain information about the reported profit or loss and assets of each of TCFs reportable segments, including a reconciliation of TCFs consolidated totals. Results for 2001 reflect changes in methodologies of certain allocations. Leasing and equipment finance results for 2001 include an increase of $1.5 million, after-tax, in intercompany expense. The mortgage banking results for 2001 include a reduction of $1.2 million after-tax, in intercompany expense compared with 2000. The net offsets to these changes in intercompany expenses are included in banking results. The results of TCFs parent company and corporate functions comprise the other category in the table below.
|
|
|
|
Leasing and |
|
|
|
|
|
Eliminations |
|
|
|
|||||||
|
|
|
|
Equipment |
|
Mortgage |
|
|
|
and |
|
|
|
|||||||
|
|
Banking |
|
Finance |
|
Banking |
|
Other |
|
Reclassifications |
|
Consolidated |
|
|||||||
|
|
(In thousands) |
|
|||||||||||||||||
At
or For the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues from external customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income |
|
$ |
722,722 |
|
$ |
89,131 |
|
$ |
14,334 |
|
$ |
422 |
|
$ |
|
|
$ |
826,609 |
|
|
Non-interest income |
|
313,501 |
|
45,730 |
|
12,042 |
|
213 |
|
|
|
371,486 |
|
|||||||
Total |
|
$ |
1,036,223 |
|
$ |
134,861 |
|
$ |
26,376 |
|
$ |
635 |
|
$ |
|
|
$ |
1,198,095 |
|
|
Net interest income |
|
$ |
423,043 |
|
$ |
39,429 |
|
$ |
14,919 |
|
$ |
433 |
|
$ |
3,398 |
|
$ |
481,222 |
|
|
Provision for credit losses |
|
7,359 |
|
13,519 |
|
|
|
|
|
|
|
20,878 |
|
|||||||
Non-interest income |
|
313,501 |
|
45,730 |
|
15,439 |
|
96,829 |
|
(100,013 |
) |
371,486 |
|
|||||||
Amortization of goodwill |
|
7,350 |
|
427 |
|
|
|
|
|
|
|
7,777 |
|
|||||||
Other non-interest expense |
|
432,298 |
|
38,369 |
|
20,893 |
|
99,274 |
|
(96,615 |
) |
494,219 |
|
|||||||
Income tax expense |
|
109,063 |
|
12,410 |
|
3,577 |
|
(2,538 |
) |
|
|
122,512 |
|
|||||||
Net income |
|
$ |
180,474 |
|
$ |
20,434 |
|
$ |
5,888 |
|
$ |
526 |
|
$ |
|
|
$ |
207,322 |
|
|
Total assets |
|
$ |
10,982,411 |
|
$ |
988,387 |
|
$ |
374,263 |
|
$ |
102,132 |
|
$ |
(1,088,478 |
) |
$ |
11,358,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
At or For the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues from external customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income |
|
$ |
751,103 |
|
$ |
69,960 |
|
$ |
5,192 |
|
$ |
426 |
|
$ |
|
|
$ |
826,681 |
|
|
Non-interest income |
|
287,219 |
|
38,451 |
|
10,519 |
|
87 |
|
|
|
336,276 |
|
|||||||
Total |
|
$ |
1,038,322 |
|
$ |
108,411 |
|
$ |
15,711 |
|
$ |
513 |
|
$ |
|
|
$ |
1,162,957 |
|
|
Net interest income |
|
$ |
397,887 |
|
$ |
30,405 |
|
$ |
5,609 |
|
$ |
(556 |
) |
$ |
5,191 |
|
$ |
438,536 |
|
|
Provision for credit losses |
|
9,594 |
|
5,178 |
|
|
|
|
|
|
|
14,772 |
|
|||||||
Non-interest income |
|
287,219 |
|
38,451 |
|
15,711 |
|
90,640 |
|
(95,745 |
) |
336,276 |
|
|||||||
Amortization of goodwill |
|
7,310 |
|
396 |
|
|
|
|
|
|
|
7,706 |
|
|||||||
Other non-interest expense |
|
401,217 |
|
25,813 |
|
19,432 |
|
93,588 |
|
(90,554 |
) |
449,496 |
|
|||||||
Income tax expense |
|
102,722 |
|
14,420 |
|
717 |
|
(1,266 |
) |
|
|
116,593 |
|
|||||||
Net income (loss) |
|
$ |
164,263 |
|
$ |
23,049 |
|
$ |
1,171 |
|
$ |
(2,238 |
) |
$ |
|
|
$ |
186,245 |
|
|
Total assets |
|
$ |
10,800,942 |
|
$ |
876,540 |
|
$ |
130,477 |
|
$ |
112,309 |
|
$ |
(722,806 |
) |
$ |
11,197,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
At or For the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues from external customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income |
|
$ |
699,451 |
|
$ |
47,562 |
|
$ |
4,668 |
|
$ |
420 |
|
$ |
|
|
$ |
752,101 |
|
|
Non-interest income |
|
269,240 |
|
28,490 |
|
15,961 |
|
2 |
|
|
|
313,693 |
|
|||||||
Total |
|
$ |
968,691 |
|
$ |
76,052 |
|
$ |
20,629 |
|
$ |
422 |
|
$ |
|
|
$ |
1,065,794 |
|
|
Net interest income |
|
$ |
398,264 |
|
$ |
25,212 |
|
$ |
6,029 |
|
$ |
(3,487 |
) |
$ |
(1,805 |
) |
$ |
424,213 |
|
|
Provision for credit losses |
|
15,065 |
|
1,858 |
|
|
|
|
|
|
|
16,923 |
|
|||||||
Non-interest income |
|
269,240 |
|
28,490 |
|
20,152 |
|
82,564 |
|
(86,753 |
) |
313,693 |
|
|||||||
Amortization of goodwill |
|
7,320 |
|
393 |
|
|
|
|
|
|
|
7,713 |
|
|||||||
Other non-interest expense |
|
397,135 |
|
19,062 |
|
27,809 |
|
84,731 |
|
(88,558 |
) |
440,179 |
|
|||||||
Income tax expense |
|
96,473 |
|
13,037 |
|
(491 |
) |
(1,967 |
) |
|
|
107,052 |
|
|||||||
Net income (loss) |
|
$ |
151,511 |
|
$ |
19,352 |
|
$ |
(1,137 |
) |
$ |
(3,687 |
) |
$ |
|
|
$ |
166,039 |
|
|
Total assets |
|
$ |
10,270,641 |
|
$ |
524,702 |
|
$ |
122,685 |
|
$ |
56,188 |
|
$ |
(312,500 |
) |
$ |
10,661,716 |
|
|
70
24 Other Expense
Other expense consists of the following :
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Deposit account losses |
|
$ |
19,415 |
|
$ |
19,479 |
|
$ |
17,172 |
|
Postage and courier |
|
13,150 |
|
11,442 |
|
10,876 |
|
|||
Telecommunication |
|
11,541 |
|
13,345 |
|
13,386 |
|
|||
Office supplies |
|
9,881 |
|
9,216 |
|
8,879 |
|
|||
ATM interchange |
|
9,723 |
|
11,735 |
|
11,156 |
|
|||
Loan and lease |
|
6,787 |
|
3,979 |
|
5,469 |
|
|||
Federal deposit insurance and OCC assessments |
|
2,757 |
|
2,837 |
|
5,307 |
|
|||
Deposit base intangible amortization |
|
1,939 |
|
2,295 |
|
2,976 |
|
|||
Other |
|
51,627 |
|
41,505 |
|
35,311 |
|
|||
|
|
$ |
126,820 |
|
$ |
115,833 |
|
$ |
110,532 |
|
25 Parent Company Financial Information
Effective January 1, 2001, certain company-wide functions previously included in the parent company were transferred, with related assets and liabilities, to TCF National Ba nk. The impact of this transfer is reflected in the following financial statements. TCF Financial Corporations (parent company only) condensed statements of financial condition as of December 31, 2001 and 2000, and the condensed statements of income and cash flows for the years ended December 31, 2001, 2000 and 1999 are as follows:
CONDENSED STATEMENTS OF FINANCIAL CONDITION
|
|
At December 31, |
|
||||
|
|
2001 |
|
2000 |
|
||
|
|
(In thousands) |
|
||||
Assets: |
|
|
|
|
|
||
Cash |
|
$ |
37 |
|
$ |
191 |
|
Interest-bearing deposits with banks |
|
2,657 |
|
23,996 |
|
||
Investment in bank subsidiaries |
|
880,200 |
|
835,933 |
|
||
Premises and equipment |
|
388 |
|
11,947 |
|
||
Dividends receivable from bank subsidiaries |
|
16,100 |
|
25,000 |
|
||
Other assets |
|
32,221 |
|
35,315 |
|
||
|
|
$ |
931,603 |
|
$ |
932,382 |
|
Liabilities and Stockholders Equity: |
|
|
|
|
|
||
Short-term borrowings |
|
$ |
2,000 |
|
$ |
|
|
Other liabilities |
|
12,570 |
|
22,162 |
|
||
Total liabilities |
|
14,570 |
|
22,162 |
|
||
Stockholders equity |
|
917,033 |
|
910,220 |
|
||
|
|
$ |
931,603 |
|
$ |
932,382 |
|
71
CONDENSED STATEMENTS OF INCOME
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Interest income |
|
$ |
833 |
|
$ |
1,192 |
|
$ |
576 |
|
Interest expense |
|
376 |
|
1,726 |
|
4,000 |
|
|||
Net interest income (expense) |
|
457 |
|
(534 |
) |
(3,424 |
) |
|||
Cash dividends received from consolidated bank subsidiaries |
|
206,970 |
|
212,327 |
|
164,791 |
|
|||
Other non-interest income: |
|
|
|
|
|
|
|
|||
Affiliate service fees |
|
14,292 |
|
90,553 |
|
82,567 |
|
|||
Other |
|
95 |
|
87 |
|
(3 |
) |
|||
Total other non-interest income |
|
14,387 |
|
90,640 |
|
82,564 |
|
|||
Non-interest expense: |
|
|
|
|
|
|
|
|||
Compensation and employee benefits |
|
13,785 |
|
54,506 |
|
49,171 |
|
|||
Occupancy and equipment |
|
784 |
|
16,133 |
|
14,982 |
|
|||
Other |
|
1,690 |
|
22,970 |
|
20,622 |
|
|||
Total non-interest expense |
|
16,259 |
|
93,609 |
|
84,775 |
|
|||
Income before income tax benefit and equity in undistributed earnings of subsidiaries |
|
205,555 |
|
208,824 |
|
159,156 |
|
|||
Income tax benefit |
|
496 |
|
1,435 |
|
1,852 |
|
|||
Income before equity in undistributed earnings of subsidiaries |
|
206,051 |
|
210,259 |
|
161,008 |
|
|||
Equity in undistributed earnings of subsidiaries |
|
1,271 |
|
(24,014 |
) |
5,031 |
|
|||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
CONDENSED STATEMENTS OF CASH FLOWS
|
|
Year Ended December 31, |
|
|||||||
|
|
2001 |
|
2000 |
|
1999 |
|
|||
|
|
(In thousands) |
|
|||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|||
Net income |
|
$ |
207,322 |
|
$ |
186,245 |
|
$ |
166,039 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|||
Equity in undistributed earnings of subsidiaries |
|
(1,271 |
) |
24,014 |
|
(5,031 |
) |
|||
Other, net |
|
5,381 |
|
13,381 |
|
15,554 |
|
|||
Total adjustments |
|
4,110 |
|
37,395 |
|
10,523 |
|
|||
Net cash provided by operating activities |
|
211,432 |
|
223,640 |
|
176,562 |
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|||
Net (increase) decrease in interest-bearing deposits with banks |
|
21,339 |
|
(21,357 |
) |
(238 |
) |
|||
Investments in subsidiaries, net |
|
(6,000 |
) |
|
|
(1,000 |
) |
|||
Loan to deferred compensation plans, net |
|
(4,646 |
) |
(416 |
) |
1,390 |
|
|||
Purchases of premises and equipment, net |
|
(273 |
) |
(4,300 |
) |
(6,624 |
) |
|||
Other, net |
|
|
|
525 |
|
579 |
|
|||
Net cash provided (used) by investing activities |
|
10,420 |
|
(25,548 |
) |
(5,893 |
) |
|||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|||
Dividends paid on common stock |
|
(77,473 |
) |
(66,101 |
) |
(60,755 |
) |
|||
Purchases of common stock |
|
(148,043 |
) |
(73,824 |
) |
(106,106 |
) |
|||
Net increase (decrease) in short-term borrowings |
|
2,000 |
|
(64,357 |
) |
(9,643 |
) |
|||
Other, net |
|
1,510 |
|
5,708 |
|
6,330 |
|
|||
Net cash used by financing activities |
|
(222,006 |
) |
(198,574 |
) |
(170,174 |
) |
|||
Net increase (decrease) in cash |
|
(154 |
) |
(482 |
) |
495 |
|
|||
Cash at beginning of year |
|
191 |
|
673 |
|
178 |
|
|||
Cash at end of year |
|
$ |
37 |
|
$ |
191 |
|
$ |
673 |
|
72
26 Litigation and Contingent Liabilities
From time to time, TCF is a party to legal proceedings arising out of its lending, deposit operations or other activities. TCF engages in foreclosure proceedings and other collection actions as part of its loan collection activities. From time to time, borrowers have also brought actions against TCF, in some cases claiming substantial amounts of damages. Some financial services companies have been subjected to significant exposure in connection with litigation, including class action litigation and punitive damage claims. While the Company is not aware of any actions or allegations which should reasonably give rise to any material adverse effect, it is possible that the Company could be subjected to such a claim in an amount which could be material. Based upon a review with its legal counsel, management believes that the ultimate disposition of pending litigation will not have a material effect on TCFs financial condition.
73
Independent Auditors Report
The Board of Directors and Stockholders of
TCF Financial Corporation:
We have audited the accompanying consolidated statements of financial condition of TCF Financial Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, stockholders equity, and cash flows for each of the years in the three-year period ended December 31, 2001. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TCF Financial Corporation and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
As discussed in note 16 to the consolidated financial statements, the Company adopted the provisions of the Financial Accounting Standards Boards Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation , as of January 1, 2000.
Minneapolis, Minnesota
January 16, 2002
74
Other Financial Data
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
At Dec. 31, |
|
At Sept. 30, |
|
At June 30, |
|
At March 31, |
|
At Dec. 31, |
|
At Sept. 30, |
|
At June 30, |
|
At March 31, |
|
|||||||||||||||||||
|
|
2001 |
|
2001 |
|
2001 |
|
2001 |
|
2000 |
|
2000 |
|
2000 |
|
2000 |
|
|||||||||||||||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||||||||||
Selected Financial Condition Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total assets |
|
$ |
11,358,715 |
|
$ |
11,723,353 |
|
$ |
11,628,663 |
|
$ |
11,845,124 |
|
$ |
11,197,462 |
|
$ |
10,980,000 |
|
$ |
10,905,705 |
|
$ |
10,761,821 |
|
|||||||||||
Securities available for sale |
|
1,584,661 |
|
1,794,136 |
|
1,843,871 |
|
1,928,338 |
|
1,403,888 |
|
1,413,218 |
|
1,436,836 |
|
1,470,532 |
|
|||||||||||||||||||
Residential real estate loans |
|
2,733,290 |
|
3,122,970 |
|
3,251,813 |
|
3,450,311 |
|
3,673,831 |
|
3,797,023 |
|
3,866,659 |
|
3,932,944 |
|
|||||||||||||||||||
Other loans and leases |
|
5,510,912 |
|
5,334,359 |
|
5,181,260 |
|
5,010,256 |
|
4,872,868 |
|
4,562,644 |
|
4,364,491 |
|
4,158,849 |
|
|||||||||||||||||||
Deposits |
|
7,098,958 |
|
7,057,945 |
|
6,916,145 |
|
7,030,818 |
|
6,891,824 |
|
6,810,921 |
|
6,719,962 |
|
6,823,248 |
|
|||||||||||||||||||
Borrowings |
|
3,023,025 |
|
3,459,286 |
|
3,571,501 |
|
3,675,428 |
|
3,184,245 |
|
3,115,066 |
|
3,205,732 |
|
2,975,080 |
|
|||||||||||||||||||
Stockholders equity |
|
917,033 |
|
898,486 |
|
890,369 |
|
895,066 |
|
910,220 |
|
859,444 |
|
807,382 |
|
780,311 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Three Months Ended |
|
|||||||||||||||||||||||||||||||||
|
|
Dec. 31, |
|
Sept. 30, |
|
June 30, |
|
March 31, |
|
Dec. 31, |
|
Sept. 30, |
|
June 30, |
|
March 31, |
|
|||||||||||||||||||
|
|
2001 |
|
2001 |
|
2001 |
|
2001 |
|
2000 |
|
2000 |
|
2000 |
|
2000 |
|
|||||||||||||||||||
|
|
(Dollars in thousands, except per-share data) |
|
|||||||||||||||||||||||||||||||||
Selected Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Interest income |
|
$ |
195,777 |
|
$ |
205,545 |
|
$ |
212,726 |
|
$ |
212,561 |
|
$ |
214,408 |
|
$ |
210,709 |
|
$ |
204,407 |
|
$ |
197,157 |
|
|||||||||||
Interest expense |
|
70,031 |
|
83,138 |
|
93,448 |
|
98,770 |
|
103,584 |
|
100,035 |
|
94,209 |
|
90,317 |
|
|||||||||||||||||||
Net interest income |
|
125,746 |
|
122,407 |
|
119,278 |
|
113,791 |
|
110,824 |
|
110,674 |
|
110,198 |
|
106,840 |
|
|||||||||||||||||||
Provision for credit losses |
|
6,955 |
|
6,076 |
|
5,422 |
|
2,425 |
|
4,711 |
|
3,688 |
|
5,383 |
|
990 |
|
|||||||||||||||||||
Net interest income after provision for credit losses |
|
118,791 |
|
116,331 |
|
113,856 |
|
111,366 |
|
106,113 |
|
106,986 |
|
104,815 |
|
105,850 |
|
|||||||||||||||||||
Non-interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Fees and other revenues |
|
95,621 |
|
95,295 |
|
95,650 |
|
80,741 |
|
86,343 |
|
84,069 |
|
81,308 |
|
71,743 |
|
|||||||||||||||||||
Gains on sales of branches |
|
|
|
|
|
|
|
3,316 |
|
8,947 |
|
|
|
3,866 |
|
|
|
|||||||||||||||||||
Gains on sales of securities available for sale |
|
863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
|
96,484 |
|
95,295 |
|
95,650 |
|
84,057 |
|
95,290 |
|
84,069 |
|
85,174 |
|
71,743 |
|
|||||||||||||||||||
Non-interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Amortization of goodwill |
|
1,944 |
|
1,944 |
|
1,945 |
|
1,944 |
|
1,940 |
|
1,937 |
|
1,915 |
|
1,914 |
|
|||||||||||||||||||
Other non-interest expense |
|
129,484 |
|
124,715 |
|
124,008 |
|
116,012 |
|
114,641 |
|
113,189 |
|
112,200 |
|
109,466 |
|
|||||||||||||||||||
Total |
|
131,428 |
|
126,659 |
|
125,953 |
|
117,956 |
|
116,581 |
|
115,126 |
|
114,115 |
|
111,380 |
|
|||||||||||||||||||
Income before income tax expense |
|
83,847 |
|
84,967 |
|
83,553 |
|
77,467 |
|
84,822 |
|
75,929 |
|
75,874 |
|
66,213 |
|
|||||||||||||||||||
Income tax expense |
|
29,652 |
|
32,077 |
|
31,539 |
|
29,244 |
|
32,657 |
|
29,232 |
|
29,212 |
|
25,492 |
|
|||||||||||||||||||
Net income |
|
$ |
54,195 |
|
$ |
52,890 |
|
$ |
52,014 |
|
$ |
48,223 |
|
$ |
52,165 |
|
$ |
46,697 |
|
$ |
46,662 |
|
$ |
40,721 |
|
|||||||||||
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Basic earnings |
|
$ |
.73 |
|
$ |
.70 |
|
$ |
.68 |
|
$ |
.62 |
|
$ |
.67 |
|
$ |
.60 |
|
$ |
.60 |
|
$ |
.51 |
|
|||||||||||
Diluted earnings |
|
$ |
.72 |
|
$ |
.69 |
|
$ |
.67 |
|
$ |
.62 |
|
$ |
.66 |
|
$ |
.59 |
|
$ |
.59 |
|
$ |
.51 |
|
|||||||||||
Diluted cash earnings(1) |
|
$ |
.74 |
|
$ |
.72 |
|
$ |
.70 |
|
$ |
.64 |
|
$ |
.68 |
|
$ |
.61 |
|
$ |
.61 |
|
$ |
.53 |
|
|||||||||||
Dividends declared |
|
$ |
.25 |
|
$ |
.25 |
|
$ |
.25 |
|
$ |
.25 |
|
$ |
.2125 |
|
$ |
.2125 |
|
$ |
.2125 |
|
$ |
.1875 |
|
|||||||||||
Mortgage Banking Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Servicing income |
|
$ |
4,676 |
|
$ |
4,316 |
|
$ |
4,180 |
|
$ |
3,760 |
|
$ |
3,739 |
|
$ |
3,141 |
|
$ |
2,860 |
|
$ |
2,902 |
|
|||||||||||
Less: Mortgage servicing amortization and impairment |
|
9,411 |
|
4,973 |
|
4,076 |
|
2,504 |
|
1,779 |
|
1,207 |
|
1,130 |
|
1,210 |
|
|||||||||||||||||||
Net servicing income (loss) |
|
(4,735 |
) |
(657 |
) |
104 |
|
1,256 |
|
1,960 |
|
1,934 |
|
1,730 |
|
1,692 |
|
|||||||||||||||||||
Gains on sales of loans |
|
4,551 |
|
3,277 |
|
3,373 |
|
594 |
|
637 |
|
215 |
|
246 |
|
249 |
|
|||||||||||||||||||
Other income |
|
1,240 |
|
1,012 |
|
1,358 |
|
669 |
|
563 |
|
601 |
|
475 |
|
217 |
|
|||||||||||||||||||
Total mortgage banking |
|
$ |
1,056 |
|
$ |
3,632 |
|
$ |
4,835 |
|
$ |
2,519 |
|
$ |
3,160 |
|
$ |
2,750 |
|
$ |
2,451 |
|
$ |
2,158 |
|
|||||||||||
Financial Ratios:(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Return on average assets |
|
1.88 |
% |
1.81 |
% |
1.78 |
% |
1.71 |
% |
1.89 |
% |
1.71 |
% |
1.73 |
% |
1.53 |
% |
|||||||||||||||||||
Cash return on average assets(1) |
|
1.94 |
|
1.88 |
|
1.84 |
|
1.77 |
|
1.96 |
|
1.78 |
|
1.80 |
|
1.60 |
|
|||||||||||||||||||
Return on average realized common equity |
|
24.44 |
|
23.68 |
|
23.22 |
|
21.47 |
|
23.17 |
|
21.52 |
|
22.19 |
|
19.24 |
|
|||||||||||||||||||
Return on average common equity |
|
23.92 |
|
23.48 |
|
23.37 |
|
21.54 |
|
23.78 |
|
22.55 |
|
23.72 |
|
20.55 |
|
|||||||||||||||||||
Cash return on average realized common equity(1) |
|
25.30 |
|
24.53 |
|
24.07 |
|
22.31 |
|
24.01 |
|
22.39 |
|
23.09 |
|
20.12 |
|
|||||||||||||||||||
Average total equity to average assets |
|
7.85 |
|
7.72 |
|
7.61 |
|
7.93 |
|
7.95 |
|
7.60 |
|
7.28 |
|
7.44 |
|
|||||||||||||||||||
Average tangible equity to average assets |
|
6.50 |
|
6.36 |
|
6.23 |
|
6.48 |
|
6.45 |
|
6.06 |
|
5.72 |
|
5.84 |
|
|||||||||||||||||||
Net interest margin |
|
4.74 |
|
4.55 |
|
4.40 |
|
4.35 |
|
4.33 |
|
4.38 |
|
4.38 |
|
4.32 |
|
|||||||||||||||||||
(1) Excludes amortization of goodwill, net of income tax benefit.
(2) Annualized.
75
TCF FINANCIAL CORPORATION
EXHIBIT 21
Subsidiaries of Registrant
(As of December 31, 2001)
|
|
|
|
Names under which Subsidiary |
Subsidiary |
|
State of Incorporation |
|
Does Business |
|
|
|
|
|
TCF Financial Insurance Agency, Inc. |
|
Minnesota |
|
TCF Financial Insurance |
|
|
|
|
Agency, Inc. |
|
|
|
|
TCF Insurance |
|
|
|
|
|
TCF Securities, Inc. |
|
Minnesota |
|
TCF Securities, Inc. |
|
|
|
|
GLB Securities (MI) |
|
|
|
|
|
TCF Foundation |
|
Minnesota |
|
TCF Foundation |
|
|
|
|
|
TCF Mortgage Corporation |
|
Minnesota |
|
TCF Mortgage Corporation |
|
|
|
|
|
TCF Management Corporation |
|
Minnesota |
|
TCF Management Corporation |
|
|
|
|
|
TCF Agency, Inc. |
|
Minnesota |
|
TCF Agency Minnesota, Inc. |
|
|
|
|
TCF Agency Minnesota |
|
|
|
|
TCF Insurance Agency Minnesota, Inc. (UT) |
|
|
|
|
|
TCF Agency Insurance Services, Inc. |
|
Minnesota |
|
TCF Agency Insurance Services, Inc. |
|
|
|
|
|
Winthrop Resources Corporation |
|
Minnesota |
|
Winthrop Resources Corporation |
|
|
|
|
TCF Small Business Leasing |
|
|
|
|
|
TCF Leasing, Inc. |
|
|
|
TCF Leasing, Inc. |
|
|
|
|
WINR Business Credit |
|
|
|
|
TCF Express Leasing |
|
|
|
|
|
TCF National Bank |
|
United States |
|
Great Lakes National Bank Michigan |
|
|
|
|
TCF National Bank Minnesota |
|
|
|
|
TCF National Bank Michigan |
|
|
|
|
TCF National Bank Illinois |
|
|
|
|
TCF National Bank Wisconsin |
|
|
|
|
TCF National Bank Lakeshore |
1
|
|
|
|
Names under which Subsidiary |
Subsidiary |
|
State of Incorporation |
|
Does Business |
|
|
|
|
|
Service Corporation II |
|
Michigan |
|
Service Corporation II |
|
|
|
|
|
Lakeland Group Insurance Agency, Inc. |
|
Michigan |
|
Lakeland Group Insurance Agency, Inc. |
|
|
|
|
|
TCF Colorado Corporation |
|
Colorado |
|
TCF Colorado Corporation |
|
|
|
|
|
TCF National Bank Colorado |
|
United States |
|
TCF National Bank Colorado |
|
|
|
|
|
Great Lakes Mortgage LLC |
|
Michigan |
|
Great Lakes Mortgage LLC |
|
|
|
|
|
TCF Investments Management, Inc. |
|
Minnesota |
|
TCF Investments Management, Inc. |
|
|
|
|
|
TCF Investment Holdings III, Inc. |
|
Minnesota |
|
TCF Investment Holdings III, Inc. |
|
|
|
|
|
TCF Express Trade Inc. |
|
Minnesota |
|
Express Trade |
|
|
|
|
TCF Express Trade |
|
|
|
|
|
TCF Investment Holdings V, Inc. |
|
Minnesota |
|
TCF Investment Holdings V, Inc. |
|
|
|
|
|
TCF Real Estate Investments, Inc. |
|
Minnesota |
|
TCF Real Estate Investments, Inc. |
|
|
|
|
|
TCF Illinois Realty Investments, LLC |
|
Minnesota |
|
TCF Illinois Realty Investments, LLC |
|
|
|
|
|
TCF Wisconsin Real Estate |
|
Minnesota |
|
TCF Wisconsin Real Estate |
Investments, Inc. |
|
|
|
Investments, Inc. |
|
|
|
|
|
GLB Real Estate Investments, Inc. |
|
Minnesota |
|
GLB Real Estate Investments, Inc. |
2
Exhibit 23
Consent of Independent Certified Public Accountants
The Board of Directors
TCF Financial Corporation:
We consent to incorporation by reference of our report dated January 16, 2002, relating to the consolidated statements of financial condition of TCF Financial Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, stockholders equity, and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 Form 10-K of TCF Financial Corporation, in the following Registration Statements of TCF Financial Corporation: Nos. 33-43030, 33-53986, 33-63767, 333-62792, and 333-72394 on Form S-8 and No. 333-56500 on Form S-3. Our report refers to a change in the method of accounting for stock-based compensation as of January 1, 2000.
Minneapolis, Minnesota
March 6, 2002