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Dear Stockholders:
2009 was another very difficult year for the financial services industry, yet TCF continued to be profitable and reported its 59th consecutive quarter of profitability at year-end - a record level of sustainability not seen by many of our peers. In fact, the 2008 and 2009 recession resulted in 140 failed banks, a national unemployment rate exceeding 10 percent, and a large decline in housing and other asset values which resulted in an unparalleled expansion of government intervention into the financial system to ward off a fiscal calamity.
TCF has remained profitable during this crisis because we did not engage in the activities that created the financial meltdown. TCF has not made subprime, teaser rate, Option ARM, out of market, low documentation or other risky mortgage loans. TCF has not participated in junk bonds, collateralized debt obligations, asset-backed commercial paper, structured investment vehicles, or other off-balance-sheet programs. TCF has no auto or credit card portfolios. TCF has never owned Fannie Mae® or Freddie Mac® preferred stock, trust preferred securities or bank-owned life insurance. TCF did not originate, securitize and sell assets. We have no derivatives. While we did not participate in these activities, we were not immune to their effects. TCF's earnings were down and the stock price remained pressured throughout 2009, closing the year at $13.62 per share, down 4 cents from 2008.
TCF management developed a conservative banking philosophy in the late 1980's and we have since strictly adhered to this business model; as a result, TCF's fundamentals have remained strong. We have been able to produce high performance results for many years because we consistently value a large and growing customer base through a convenient product and service offering, secured lending, prudent capital and liquidity management, and well-managed expense control. We continue to stand by our conservative philosophy of banking which has proven to be far superior to the failed models of our larger competitors. We have a business model that works. With the commitment of our dedicated employees, I expect to see continued growth and success.
A Look at 2009:
- TCF was the first bank out of the Top 50 Banks in the country to repay the TARP preferred stock. In April, TCF returned $361.2 million of TARP funds it had received from the U.S. Treasury Department's Capital Purchase Program (CPP). TCF accepted the TARP funding in order to avoid being labeled a weak bank but after the government changed the rules of the program and public perception soured, we felt it was no longer advantageous or even necessary for TCF to continue its participation in the program. A law change in February allowed for TARP participants with strong capital levels to pay back TARP. Unlike so many other TARP-exiting participants, TCF was not required to raise additional capital to repay the TARP funds. TCF paid a total of $8.9 million to the government in TARP-related dividends and taxpayers benefited by an additional $9.5 million from the auction of TCF warrants the government received in connection with the program. The result of TCF's participation was an estimated 11 percent after-tax cost to TCF stockholders.
- TCF earned $87.1 million and diluted earnings per common share was $.54. Although we were disappointed in these results, TCF recently reported its 59th consecutive profitable quarter while many of our competitors fell short during the economic crisis.
- TCF's net interest margin was 3.87 percent for the full year of 2009 and 4.07 percent in the fourth quarter of 2009. Our industry leading deposit strategies and the reduction of high interest-rate certificates of deposit balances in 2009 contributed significantly to net interest margin. In addition, we continued to closely monitor pricing on both our deposits and loans and leases in order to stay competitive and yield the highest return. TCF's net interest margin continues to be better than the average of the Top 50 Banks by approximately 66 basis points.
- To preserve capital in today's market, TCF lowered its annual dividend rate to $.20 per share in 2009. The dividend reduction accelerates the accumulation of retained earnings. In addition, it adds to our capital base for future growth. Prudent capital management allowed us to take advantage of growth opportunities to expand our business without diluting our stockholder base. TCF has paid dividends 87 consecutive quarters and returning capital to our stockholders is an important part of how we deliver value.
- TCF is financially strong and remains a safe and sound bank. We are solidly capitalized and have ample liquidity to conduct business. TCF's Tier 1 risk-based capital was $1.2 billion, or 8.52 percent of risk-weighted assets, and total risk-based capital was $1.5 billion, or 11.12 percent of risk-weighted assets. We continue to exceed the well-capitalized requirements as defined by the Federal Reserve Board. At December 31, 2009, TCF had $152.1 million of excess total risk-based capital over the stated well-capitalized requirement. TCF's tangible common equity ratio was 5.86 percent. TCF has access to the capital markets to raise additional equity or debt for future expansion.
- TCF reorganized its day-to-day operations by business lines: Retail Banking (branch banking and retail lending), Wholesale Banking (commercial banking, leasing and equipment finance, and inventory finance), Treasury Services and Support Services. Each business line has its own profit center goals and objectives. We believe the new organizational structure improves our already highly responsive and performance-driven culture.
TCF Retail Banking:
TCF's average core deposits, which include checking, savings and money market deposits, totaled a record $7.2 billion at December 31, 2009, up 37 percent from last year. TCF does not have any brokered deposits. Savings was our largest deposit growth category in 2009, increasing 68 percent as a result of several initiatives on product features, pricing, cross-selling and marketing that were incorporated into our sales program. In addition, we continued to aggressively market our checking account products resulting in an astonishing 24 percent increase in the number of new checking accounts opened in 2009. Our Free Cash premium and Tell-A-Friend campaign were highly successful in attracting new customers to TCF, thus allowing for additional cross-sell opportunities and future fee income. Another key part of our deposit strategy in 2009 was the designed runoff of high interest-rate certificates of deposits, which reduced our cost of funds and improved our net interest margin. We will continue to focus our efforts on growing low-cost deposits in 2010 and looking for new products and premiums to introduce into the market.
In 2010, we will once again keep our organic branch expansion plans to a minimum unless opportunities arise with our two supermarket partners. We will continue to evaluate positively accretive acquisition transactions or an FDIC-assisted transaction if it fits within the scope of our business and growth plans. We also intend to continue our successful branch relocation and remodel programs during the year.
Consumer real estate loan growth remained relatively flat in 2009 and totaled $7.3 billion at year-end. Our asset strategy shifted somewhat in 2009. We reduced the consumer real estate portfolio and made investments in our other higher-yielding asset categories because of ongoing deterioration in home values. In addition, we felt it was not in our best interest to compete with government-sponsored lending programs providing low rates over long durations. Despite these challenges, TCF provided lending to creditworthy customers and funded $910.8 million of new consumer real estate loans. These new loans have thus far performed well with low delinquencies and minimal charge-offs. We are pleased with these early results and attribute the good performance to our conservative underwriting standards.
TCF Wholesale Banking:
Commercial loans increased 7 percent in 2009 and totaled $3.7 billion at year-end. During the year, REITs, conduits and other non-bank competitors were out of the market which led to substantial declines in prepayments and provided TCF lending opportunities we had not seen for many years. This also allowed us to further strengthen our credit underwriting guidelines and improve yields and terms on all of our commercial lending products. The commercial real estate business in general experienced hardship in 2009 and many banks were left with significant losses in this category. TCF's commercial real estate loans performed well and grew 10 percent in 2009. I attribute this success to our conservative underwriting practices and our commitment to relationship banking with long-term customers. Commercial business loans decreased 11 percent for the year as we saw further slowdown in retail, manufacturing and construction concurrent with the slowing economy. We believe this situation will turn around in 2010 as the economy begins to recover. In addition, we expect to see very good opportunities from the commercial real estate business even though non-bank competitors may return to the market.
Specialty finance, TCF's nationally-focused leasing, equipment and inventory finance businesses increased $1.1 billion, or 43 percent, during 2009. Our growth momentum in specialty finance stemmed from portfolio purchases and acquisitions as well as organic growth.
TCF's leasing and equipment finance business grew 24 percent. This $3.1 billion portfolio is well-diversified by equipment type and geography. Our leasing and equipment finance operation is now the 32nd largest in the United States, and is the 15th largest bank affiliated leasing company in the United States. In 2009, we saw some large competitors leave the market which offered us the opportunity to take advantage of several portfolio purchases. In September, Winthrop Resources Corporation, our technology-oriented leasing company, acquired Fidelity National Capital, Inc., from Fidelity National Financial, Inc., that included a portfolio of approximately $250 million in leases funded by $215 million of non-recourse discounted lease rentals. The purchased portfolio is comprised primarily of fair market value tax leases on technology equipment. As part of the acquisition, Winthrop Resources hired certain sales representatives and operational staff to support the business on an ongoing basis as Winthrop Resources intends to promote this new business through existing channels. TCF Equipment Finance also acquired portfolios during the year adding $340 million, or 11 percent, to its total portfolio. We expect these investments to continue to yield good returns for us in the future.
TCF's newest business, TCF Inventory Finance, Inc., has been in operation for just over a year now, specializing in inventory floorplan financing principally for dealers of consumer products in the United States and Canada. We started the business by entering the consumer electronics and household appliances industries and expanded into the lawn and garden industry in 2009. Our strategy for this business is to align ourselves with leaders in the industries we serve. Thus our partnership with The Toro Company, a leader in the lawn and garden industry based in Minneapolis, Minnesota, was a very good fit. Red Iron Acceptance, LLC, was created as a joint venture between TCF Inventory Finance® and The Toro Company to provide floorplan and open account financing to dealers and distributors of the Toro® and Exmark® brands. At year-end, the TCF Inventory Finance portfolio balance was $469 million, an increase from virtually nothing at the end of 2008. This team has worked hard in 2009 to position the company and we expect to see a significant return on our investment in 2010.
Credit Quality:
Credit losses continued to significantly impact TCF's results in 2009. Although we fared better than most of our peers, we felt the results were unacceptable based on our own historical standards. Net charge-offs increased 95 percent, or 57 basis points, from last year primarily from increases in consumer real estate and leasing and equipment finance which resulted from economic conditions. While disappointed, we remained profitable in most of our major business lines.
In 2009, TCF's consumer real estate delinquencies and net charge-offs continued to increase as credit deterioration spread from subprime to prime mortgages. Lower home values, reduced availability of equity and increased unemployment led to continued losses for TCF in 2009. To help our customers avoid home foreclosure, we developed several loan restructuring programs that extend payment dates, reduce interest rates and/or reduce payment amounts. In 2009, TCF restructured loans totaling $240.1 million. Reserves for losses on accruing consumer real estate restructured loans were 11 percent of the outstanding balance at December 31, 2009. TCF's current loan modification program that started in August represented 68 percent of the restructured loan balance at the end of 2009. The program was designed to assist homeowners with temporary financial hardships by temporarily reducing payments for 12 to 18 months. Although only time will tell, we are optimistic about the program because it allows qualifying borrowers to stay current on their payments while planning for the future. To date, the program is performing very well with limited re-defaults.
TCF also saw some credit deterioration within its Wholesale Banking business that was attributable to the recessionary state of the economy. Increases in delinquencies and net charge-offs were experienced in both commercial banking and leasing and equipment finance. While some of our larger losses in 2009 were attributable to limited exposures, such as residential home building in Michigan, we continued to closely monitor our wholesale customers and in particular those customers in distressed industries and geographies. Our relationship banking strategy provided us the ability to effectively work out some distressed loans and in other situations, it allowed us close access to appraise the collateral and diligently write them down accordingly. Wholesale Banking continues to be very profitable, is highly diversified and well-managed.
Provision for credit losses of $258.5 million increased 35 percent from last year and was largely impacted by the increased activity of our loan restructuring program. At December 31, 2009, TCF's allowance for loan and lease losses totaled $244.5 million, or 1.68 percent of loans and leases, an increase of $72.1 million from $172.4 million, or 1.29 percent of loans and leases, at December 31, 2008. We increased reserves by $22.4 million due to increased levels of restructured loans. We expect, however, that the level of these restructurings will stabilize in 2010. Our loan modification programs have been beneficial in reducing TCF's credit costs while helping to keep our customers in their homes.
Overall, we are starting to see a few positive signs in our early-stage delinquency rates and home values in some of our markets appear to be stabilizing, although it is still too early to see a recovery. While still challenging, our credit losses remain less than most of TCF's peers and are manageable.
Legislative/Regulatory Burden:
Another headwind that placed pressure on TCF's stock in 2009 was speculation around how proposed regulations and legislation limiting non-sufficient funds fees and interchange fees could impact TCF's fee income. There was plenty of typical political posturing around this subject. The dust settled in early November after the Federal Reserve approved a rule dealing with service charges scheduled to go into effect July 1, 2010. The rule will require banks to either obtain advance approval from customers to charge a fee for covering debit card and ATM transactions that create an overdraft on the account, or reject those payments at the point-of-sale. TCF has taken a proactive stance to collect advance approvals from our checking account customers before the stated deadline. We know our customers value the overdraft services provided by TCF's checking account products and we believe many of our checking account customers will opt-in to the program. We have also implemented a minimum balance maintenance fee on checking accounts. The jury is still out and other proposed service charge legislation is pending that could impact our checking account products. We are staying close to the topic and will take careful steps to manage our way through any regulatory or legislative changes.
Regulatory reform following the financial crisis was the government's main focus in 2009 and into 2010. Members of Congress have been busy pursuing several legislative changes that could significantly impact the banking industry. The proposed bill to limit interchange fees could impact the banking industry; however, I do not believe this bill will pass in the Senate as it is a concern between merchants and banks without a consumer advocate. The industry could also be impacted by the creation of a centralized regulatory agency, the Consumer Financial Protection Agency, by adding undue regulatory burden. We continue to closely monitor developments on the regulatory front and are committed to remaining innovative in both our product and service offerings that fall within the parameters of Congressional and regulatory requirements.
Revenue:
TCF's total revenue in 2009 was $1.2 billion, up 6 percent, from last year. Net interest income increased 7 percent as a result of our aggressive deposit pricing strategy and the favorable yields we received on our loans and leases, and non-interest income increased 6 percent from 2008.
We saw some improvement in deposit fee income in 2009; however, volume levels remained low as customers continued to be mindful of their spending and saved more. This trend in customer behavior also impacted TCF's card revenue which totaled $104.8 million in 2009 and was essentially flat from 2008. Our large checking account base contributed to TCF's ranking as the 10th largest Visa® Classic debit card issuer in the United States.
A strong fee category in 2009 was leasing and equipment finance revenues, which totaled $69.1 million, up 25 percent, from the prior year. Both operating lease revenues and customer-driven sales-type lease revenues increased in 2009. We also saw an increase in new originations on equipment placed in service.
Expenses:
TCF was very efficient in managing its operating expenses in 2009. We continued to place emphasis on our core businesses of deposit gathering and loan and lease production. As a result, we streamlined our day-to-day operations and reorganized the company by profit centers within business lines. We believe these actions reduce redundancies, improve efficiencies and create a highly responsive and performance-driven culture. Unfortunately, these decisions were made at the cost of a number of long-term and loyal employees. I applaud those employees that have assumed additional duties as a result of the restructuring and look to all employees to continue to find ways to contribute to the bottom line while carefully monitoring expenses.
The year 2009 also presented some unusual charges that fell outside of core operating expenses. First, the Federal Deposit Insurance Corporation required a special FDIC insurance assessment of $8.2 million in the second quarter and subsequently increased our insurance premium rate. Second, foreclosed real estate and repossessed asset expenses increased $11.8 million, or 63 percent, from last year as a result of increased levels of commercial and consumer real estate owned properties.
TCF's income tax expense was $45.9 million for 2009, or 35 percent of pre-tax income. Income tax expense for 2009 included a $4.2 million decrease in income tax expense related to favorable developments in uncertain tax positions, partially offset by a slight increase in the effective income tax rate.
Even during these difficult times, TCF is committed to the ongoing professional development of its employees and continues to recognize and motivate hard working individuals through job promotions, incentive compensation, tuition reimbursement and other reward programs. We strongly believe that maintaining an experienced and motivated team creates a competitive advantage and is crucial to enhancing stockholder value.
TCF also continues to support the communities in which we serve, both financially and through volunteerism. During 2009, TCF and its employees contributed over $3 million to charitable organizations in human services, education, community development and the arts. In addition, numerous TCF employees generously gave their time by volunteering and providing leadership to local nonprofit organizations. TCF and its employees continue to express a commitment to make a difference for people in need and for the communities we serve, and we have an ongoing focus on organizations that have TCF employee involvement.
September 12, 2009 marked the inaugural game at the University of Minnesota's TCF Bank Stadium®. It was a momentous day filled with festive pre-game events, a Gopher Victory Walk to the stadium and an official ribbon cutting held at the student entrance. Excitement filled the air as fans filled the stands, the Minnesota Marching Band bellowed its Minnesota Rouser and the Golden Gopher football team ran out onto the field for the first time. Our hearts pounded when U.S. Air Force F-16's soared over the stadium and a spectacular fireworks show followed. It was a personal honor to have taken part in the first coin toss held at TCF Bank Stadium. School spirit thrived that day and the University of Minnesota beat the U.S. Air Force Academy 20 to 13 - a perfect opening day for TCF Bank Stadium.
TCF's investment in the naming rights of this stadium gives us both a local branding opportunity as well as nationwide recognition as the stadium receives national exposure in college athletics. In addition to the stadium naming rights, TCF continues to support the University through its campus card relationship, dedicated products and programs for the University's students, staff, faculty and alumni, and a substantial scholarship program for students. We value the significance of student checking relationships as a long-term investment in what we hope to cultivate as lifelong customers at TCF. We are very proud to be a part of a new tradition for the University of Minnesota and for members of our community.
The University of Minnesota represents our largest campus commitment; however, TCF also has campus card and other relationships with eight other colleges and universities in the areas we serve.
To Be Successful in 2010, We Must:
- Continue growth momentum in loans, leases and deposits. With fewer competitors in the market on both the deposit side and the lending side, now is an opportune time to capture deposit customers through premium campaigns, new products and cross-sell initiatives while lending to creditworthy customers. Deposit gathering and loan and lease production are the bread and butter of TCF, and a high priority for our entire management team in 2010. Checking account growth provides a low-cost funding base and drives future deposit fee income.
- Carefully monitor credit quality. Our objective in this area is to remain conservative through controlled and thorough credit evaluation, secured lending, and prompt accounting for credit losses and the related provisioning. I expect home values to stabilize and the economy to begin to improve during the year which should reduce the rate of loan and lease defaults and reduce credit losses. Credit quality, however, will largely depend on the viability of the U.S. economy.
- Use capital wisely. TCF has maintained a solidly capitalized structure for many years. If in 2010 regulators increase their capital standards on banks, we will react accordingly. We will always be good stewards of our stockholders' capital and think long-term. Prudent capital management, which includes making wise investments, is a top priority.
- Stay innovative in product and service offerings within the constraints of new regulations. We need to be flexible and move quickly in response to potential government mandated controls and restrictions placed on our products and services, and protect our future profits.
- Continue to review and control expenses. In this difficult operating environment, it is important to focus on expense control and in 2010, it will be a team effort of all TCF employees. We will continue to identify areas within our business lines to improve processes and efficiencies.
- Continue our longstanding commitment to strong corporate governance. Our customers and stockholders entrust us with their money and confidential information and, therefore, our management practices demand high standards of ethics. Reputation for honesty and integrity continues to rank at the top of our priorities.
Risks to Our Business Strategy:
- Congressional and regulatory actions could have an impact on our business and our ability to generate future fee income. We do not know what Congress will do next; they may impose additional regulations on checking fees and card service fees. Litigation against Visa could also have an impact on future card revenue. Regulatory issues and the related compliance burden continue to increase and impact TCF's expense. We continue to monitor these developments but a growing amount of time and dollars are being spent on this effort.
- Economic climate, with value declines in both homes and commercial real estate, and rising unemployment are major risks for all banks, including TCF.
- In the current state of the economy, the Federal and most state governments cannot fund their spending initiatives. Tax increases on businesses, including TCF, or individuals to fill the spending gaps in an attempt to balance their budgets is a risk on multiple fronts to TCF.
- Managing interest rate risk and the continued low levels of interest rates with an eye toward the possibility of rapidly increasing inflation continues to be very challenging.
- Potential reductions in our borrowing capacity because of restrictions put on the Federal Home Loan Banks or the Federal Reserve Discount Window could reduce our liquidity and could inhibit growth or force higher deposit costs. Growing deposits reduces this risk.
- Changes in customer behavior from the slowing economy and advances in technology could further impact fee revenue. In addition, changes to our product and service offerings in response to potential legislative changes could have an impact on customer banking preferences in the future.
- Growth expectations of our new inventory finance business may not be achieved. This new line of business has been very successful for TCF; however, the ability to retain existing business relationships and attract new customers will become challenging as competitors re-enter the market.
- A further reduction of the public's perception of banks. When public perception sours as a result of bad behavior from some of the largest players, smaller community banks like TCF are the ones at risk of being impacted the most. Therefore, it is important we continue to stick to our knitting and provide products and services that appeal to all people.
TCF has prudently managed these types of risks in the past and we believe we are adequately prepared to manage them in the future.
In Closing:
TCF remains a safe and sound financial institution. Our capital position remains strong and we have access to the capital markets to raise additional equity or debt. We have ample liquidity to conduct business. Our commitment to a conservative corporate philosophy has proven itself time and again over the past 25 years. I am proud we have held tight to our principles and, as a result, TCF has remained profitable during a very difficult time while many others fell short. TCF has a business model that works and we continue to look for opportunities to create and deliver stockholder value.
We also continue to have a mutuality of interest with our stockholders. Our senior management and board of directors own over 8.7 million shares, or 7 percent of TCF stock. Eighty-three percent of our match-eligible employees participate in TCF's Employees Stock Purchase Plan, which at year-end held over 8.2 million shares. Our compensation systems are largely stock based.
I would like to take this opportunity to thank the board of directors for their continued dedication, wise counsel and support of TCF. It was very much appreciated in 2009. During the year, we welcomed Vance Opperman and Peter Bell to TCF's board membership. Vance has a wealth of knowledge and experience in law and financial services and we welcome his insights to assist TCF in our continued growth and success. Peter previously worked at TCF and has expertise in government services, business development, transportation, higher education and housing. Both Vance and Peter share a passion for community service which is unprecedented and highly commendable. We look forward to their guidance and counsel.
I would also like to give a special thanks to our employees for their hard work and efforts during another very challenging year. Their exceptional abilities, commitment and energy make everything happen at TCF. I am proud of the TCF Team and its accomplishments.
Thank you for your continued support and investment in TCF.
William A. Cooper Chairman and Chief Executive Officer
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