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Dear Stockholders:
As I finish my 25th year as Chairman of TCF, it is rewarding to see that we have been able to create a successful company with sustained profitability through the various economic cycles. I attribute our success to a conservative philosophy of banking, which is embedded in everything we do at TCF. At year end, TCF reported its 63rd consecutive quarter of profitability. This is a noteworthy achievement few of our competitors can match. At TCF, we value a large and growing customer base and deliver on our core convenience promise; we believe in secured and diversified lending to minimize risk; we focus on prudent capital and liquidity management to create a safe and sound bank; and we manage our expenses very well. We have a business model that works, despite the economic conditions we have faced.
As important as what we have done are the things we have not done. TCF never made any subprime loans. We never securitized any loans. We did not conduct business with Fannie Mae® or Freddie Mac®. We don't own any credit default swaps. All of our assets are on our balance sheet. Virtually all of our loans are secured. We are largely funded with low-cost retail deposits and we don't participate in nationally syndicated credits.
2010 was yet another tumultuous year in the financial services industry. Many economists and bankers, including myself, thought 2010 would be "The Comeback Year" in which real signs of economic improvement would be seen throughout the country. Instead, we continued to see elevated unemployment rates, depressed values on homes and other assets, and businesses postponing projects.
Change in 2010 came mainly from expansion of government intervention into the financial services industry. Compliance with new legislation and regulation for all financial institutions has been significant in terms of both time and cost, but more painful for institutions like TCF that never participated in the various activities that caused the financial crisis in the first place. This level of government oversight is unlike any I have seen in my career. However, I can say with certainty that banks, including TCF, will find ways to continue to address these issues going forward.
At December 31, 2010, TCF's stock price closed at $14.81 per share, up from $13.62 per share on December 31, 2009 and a 52-week low of $12.90 on November 1, 2010. We have seen significant volatility in the stock price over the past 52 weeks and increased short-selling activity, but by year-end the pressure on our stock price was related mainly to the uncertainty around the regulatory environment, which I expect to settle somewhat in 2011 when we know more where these new regulations will land.
A Look At 2010
TCF management and staff spent a great deal of time and effort around compliance with new and proposed regulations in 2010, primarily around the following items:
Opt-in Initiative On August 15, 2010, new regulations on overdraft fees specific to ATM transactions and one-time debit card transactions became fully effective. TCF was one of the first banks in the country to proactively implement a highly successful customer education program around this issue and the number of opt-ins has been a true testament of how our customers value the overdraft services provided by TCF. Since implementation, we have seen a decline in overall fees and service charges, but this decline has been less significant than that of most of our competitors. Our success with opt-in, as well as our implementation of new account maintenance fees, demonstrates our willingness and ability to meet regulatory challenges head-on.
Dodd-Frank Act, particularly the Durbin Amendment TCF senior management, with the assistance of third party experts, extensively researched the legality of provisions of the Dodd-Frank Act known as the Durbin Amendment, that limit the ability of banks to receive debit card interchange fees. On October 12, 2010, TCF filed a lawsuit challenging the constitutionality of the Durbin Amendment. We believe the provisions of the Durbin Amendment clearly violate multiple constitutional rights of TCF and similarly situated banks. More specifically, the rights that have been compromised deal with our ability to earn a fair rate of return on our invested capital and to compete on even ground with banks exempted by the law. In December 2010, the Federal Reserve Board issued a proposed regulation based on the Durbin Amendment creating proposed caps on interchange fees that, if implemented, will result in a significant revenue loss for banks like TCF. Since the Fed announced its proposal, we have seen more and more parties express increased concern about the potential implications of the Durbin Amendment. Our lawsuit has certainly been the right thing to do for our customers and stockholders and we remain confident that a favorable outcome can be achieved.
Despite the lingering economic crisis, TCF earned $146.6 million in 2010, up 68 percent from the previous year. Diluted earnings per common share was $1.05, up 94 percent from 2009.
TCF's net interest margin was 4.14 percent for the full year of 2010 and 4.04 percent in the fourth quarter of 2010. Our industry leading deposit strategies and continued reduction of high interest-rate certificates of deposit balances contributed significantly to net interest margin. During 2010, we took certain actions to increase the asset sensitivity of the balance sheet in anticipation of rising interest rates, which included changing the mix of fixed- and variable-rate loans. This has limited expansion of the net interest margin in the short-term, but is in the best long-term interest of the company. Overall, TCF's net interest margin continues to be better than the average of the Top 50 Banks by approximately 68 basis points.
On February 26, 2010, TCF raised net proceeds of approximately $164.5 million through a public common stock offering of 12,322,250 shares. We chose to take advantage of market conditions to build our capital in preparation for future growth opportunities to expand our businesses, which we demonstrated with our specialty finance businesses in 2010. We are committed to leveraging our capital to make careful and wise investment decisions that will increase TCF's franchise value in the long-term.
TCF has paid a common stock dividend 91 consecutive quarters and returning capital to our stockholders continues to be an important part of how we deliver value. In 2010, TCF's annual dividend rate was $.20 per share. The continued low dividend rate currently accelerates the accumulation of retained earnings, which adds to our capital base for future growth. When capital accumulation from earnings exceeds capital required for asset growth and risk parameters permit, TCF will raise its dividend.
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 $1.5 billion, or 10.59 percent of risk-weighted assets, and total risk-based capital was $1.8 billion, or 12.98 percent of risk-weighted assets. We continue to exceed the well-capitalized requirements as defined by the regulatory agencies. At December 31, 2010, TCF had $415.5 million of excess total risk-based capital over the stated well-capitalized requirement. TCF's total tier 1 common capital ratio was 9.71 percent. We anticipate exceeding the minimum standards under the Basel III capital guidelines, which are out for comment as this letter was written.
- The reorganization of TCF's management structure was in effect for the full year of 2010 and resulted in improved efficiencies and cost effectiveness. With our day-to-day operations organized by business line, we have been able to enhance our highly responsive and performance-driven culture.
We have strengthened our enterprise risk management with the appointment of Vice Chairman Barry Winslow to lead a reorganized and improved risk management system.
TCF Retail Banking
TCF's Retail Banking division consists of branch banking and retail lending. In branch banking, we spent a lot of time this year evaluating our product line-up and pricing structures in light of the changes in both the regulatory environment and competitive landscape.
In early 2010, as a result of new Regulation E rules, we eliminated TCF Totally Free Checking and implemented a new anchor account, TCF Convenience CheckingSM, that included a monthly maintenance fee. This monthly maintenance fee is waived for account holders who meet certain minimum requirements. While we experienced increased attrition as a result of the new checking product structure, we did manage to increase total deposits to $11.6 billion at December 31, 2010, up slightly from last year.
We are committed to our convenience promise and have been working hard to simplify our product structures and make them more transparent. After listening carefully to our customers, we reevaluated our checking product line-up and made some important enhancements in January 2011. We now offer customers easy and straight-forward ways to waive the monthly maintenance fee and, most importantly, we have eliminated the minimum balance requirement for most account types. These changes were designed to provide most of our customers the ability to use their checking account as a primary account without being charged a monthly maintenance fee.
In addition, we will soon be piloting a change to the structure of our overdraft services. The piloted product will result in a daily fee if the account balance is negative at the end of the day, not a per item charge. The advantages of this service are that it is simple to understand and it eliminates a potential pile-up of per item fees. We are being proactive in the marketplace by redesigning some of our product structures to be even more reasonable and equitable to our customers as they will better understand the charges they can expect on their accounts.
TCF branch banking has seen the most change of our business lines over the past year with the imposition of new regulations and legislation. While the dust has yet to settle, we continue to stay innovative while providing competitive products and services to our customers.
Loan balances in our retail lending division decreased slightly in 2010 as the portfolio totaled $7.2 billion at year-end. With ongoing deterioration in home values and reductions in spending in the weakened economy, we continued to reduce the consumer real estate portfolio and made investments in other higher-yielding asset categories. We also concentrated on changing the mix of our assets to emphasize variable-rate over fixed-rate loans, contrary to the demand for fixed-rate loans in the low interest rate environment. While this effort reduces the margin in the short-term, we believe when interest rates rise - as they have always done in the past - the margin will benefit significantly. At December 31, 2010, variable-rate loans comprised 33 percent of total consumer real estate loans, up from 27 percent at December 31, 2009. Despite the current economic conditions, TCF provided lending to creditworthy customers and funded $879.2 million of new consumer real estate loans during 2010. These new loans have thus far performed well with low delinquencies and minimal charge-offs.
TCF Wholesale Banking
TCF's Wholesale Banking division consists of commercial banking and specialty finance (TCF Equipment Finance, Winthrop Resources Corporation and TCF Inventory Finance). Loan balances decreased slightly during the year in our commercial portfolio, which totaled $3.6 billion at year-end. Overall demand for commercial loans was tempered by the sluggish economy. Even though the number of new commercial projects was minimal in the market during the year, we did see quite a bit of movement within the sector with an increase of lenders competing for business. Unfortunately, in this low-rate environment, some of our competitors chose to ease their underwriting standards and we saw increased prepayments. Our yields were squeezed somewhat by the irrational pricing of some of these competitors. Our commercial portfolio is performing well under these tough economic conditions and I attribute this success to our conservative underwriting practices and our commitment to relationship banking with long-term customers. In 2011, we expect the reorganization efforts in commercial lending to produce both positive results on the expense side and improved prospecting efforts on the loan production side.
Specialty finance, TCF's nationally-focused leasing, equipment and inventory finance portfolio balances increased $406.6 million, or 11 percent, during 2010. Growth momentum in specialty finance stemmed from portfolio purchases and program acquisitions as well as organic growth. Our highest yielding loans and leases reside in specialty finance, yet we are able to minimize concentration risk by diversifying these businesses by industry, geography, product and collateral type.
TCF's leasing and equipment finance business grew 3 percent in 2010. This $3.2 billion portfolio is well-diversified by equipment type and by geography. Our leasing and equipment finance operation, which is comprised of TCF Equipment Finance and Winthrop Resources Corporation, is now the 29th largest in the United States, and is the 13th largest bank-affiliated leasing company in the United States.
In 2010, TCF Equipment Finance, Inc. (TCFEF) expanded its capital markets division, which focuses on portfolio and company acquisition activities as well as individual transactions on both the buy and sell side. Expansion of the capital markets activities has increased our ability to acquire assets at a time when the industry has been looking for new sources of liquidity. TCFEF completed a portfolio acquisition of middle market leases toward the end of the third quarter, which contributed to increased leasing and equipment finance balances at the end of the year. TCFEF employs 322 people and was recognized as one of the Minneapolis Star Tribune's Top 100 Workplaces in the Twin Cities metro area in 2010.
Winthrop Resources Corporation is our technology-oriented leasing company.
Its acquisition of Fidelity National Capital, Inc. late in 2009 has yielded solid returns for us as we integrated the business and the new team of employees into the Winthrop culture. In 2010, Winthrop was recognized by the Equipment Leasing and Finance Association (ELFA) as recipient of the ELFA Operations and Technology Award for its successful implementation of a lease accounting and management system.
TCF's newest specialty finance business is TCF Inventory Finance, Inc. (TCFIF). TCFIF provides floorplan financing principally for dealers of consumer products in the United States and Canada. We started the business in late 2008 by entering into the consumer electronics and household appliances industries, expanded into the lawn and garden industry in 2009, and further expanded in 2010 into the power sports industry with the assumption of floorplan financing programs in Canada for Arctic Cat Sales, Inc. We also entered a relationship in the United States with E-Z-GOŽ, a Textron, Inc. Company. It is clear that TCFIF is focused on establishing relationships with suppliers, dealer buying groups and manufacturers that are leaders in the industries we serve. Our joint venture established in 2009 with The Toro Company, a leader in the lawn and garden industry based in Minneapolis, Minnesota, continues to be very strong and productive.
At year-end, the TCFIF portfolio balance was $792.4 million with indirect credit lines to 169 manufacturers and buying groups and direct credit lines with 8,866 dealers in the United States and Canada. This management team continues to work hard to position the company and find new opportunities to grow assets. Our next step is to look for additional niches and in 2011 we expect to see significant returns on our investments.
TCF has been focused on growing its higher-yielding specialty finance business within its wholesale loan and lease portfolio. In just over a decade, we have changed the mix on the asset side of the balance sheet from 76 percent retail loans outstanding to an even mix between retail loans and wholesale loans and leases. We maintain a secured loan and lease portfolio that is well-diversified, which both minimizes concentration risk and helps mitigate losses. In addition, our conservative underwriting practices result in lending and leasing to high-quality customers and making investments only in programs that add value to the organization.
Credit Quality
Credit losses - while better than most of our peers - remained an issue and significantly impacted TCF's results in 2010. Net charge-offs increased 15 percent, or 13 basis points, from last year as adverse economic conditions continued to impact some of our consumer and commercial customers. Our secured lending philosophy and conservative under-writing practices, however, have allowed us the ability to mitigate losses in the depressed economy.
During the year, non-performing assets increased $84.3 million, or 21 percent. Unlike some other banks, TCF's non-performing asset category is not necessarily a leading indicator of future credit performance because a significant amount of our credit problems in this category have already been addressed through charge-offs or reserves. That being said, we were pleased to see non-performing assets decline nearly $20 million during the fourth quarter of 2010, the first decline in 18 quarters. We cautiously view this as an early positive sign of credit stabilization, which could be attributable to our efforts to work out problem loans and leases and perhaps to an improving economy.
In 2010, TCF's consumer real estate delinquencies and net charge-offs continued to increase, but at a slower rate than in the previous two years - an early sign of stabilization for this portfolio. High unemployment rates and lower home values continued to persist in 2010, which led to continued losses for TCF. To help our customers avoid home foreclosure, we developed loan modification programs that extend payment dates, reduce interest rates and/or reduce payment amounts.
At December 31, 2010, TCF held $337.4 million of modified consumer real estate loans that are considered troubled debt restructurings (TDRs) and continue to accrue interest, up from $252.5 million at December 31, 2009. In these cases, we granted a concession regarding the terms of the loan to help homeowners with appropriate financial means retain ownership of their house and to improve the likelihood that we will collect the principal owed. Reserves for losses on accruing consumer real estate TDRs were $37 million, or 11 percent of the outstanding balance. The over 60-day delinquency rate on these loans was 5.3 percent at December 31, 2010. To date, our loan modification programs are performing very well.
TCF also saw some credit deterioration within its Wholesale Banking business, primarily in commercial real estate, attributable to the recessionary state of the economy. We did see credit quality improvement in specialty finance with delinquencies down for six consecutive quarters and non-accrual loans and leases down for three consecutive quarters at year-end. 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 many distressed loans. Wholesale Banking continues to be very profitable and is highly diversified and well-managed.
Real estate owned properties and real estate in judgment properties increased over the past year as the length of time in the foreclosure process continues to expand. Delays in TCF's foreclosure process are not due to any failures in our system to comply with regional laws, like the robo-signer debacle at other banks, but were affected by an overwhelmed legal system in some markets. The foreclosure crisis of 2010 involved misbehavior and documentation mistakes by some of our larger competitors. TCF did not participate in any of these practices and continues to follow prudent policies and procedures around the foreclosure process.
At December 31, 2010, TCF's allowance for loan and lease losses totaled $265.8 million, or 1.80 percent of loans and leases, an increase of $21.3 million from $244.5 million, or 1.68 percent of loans and leases, at December 31, 2009. The increase in allowance for loan and lease losses was primarily related to increased reserve levels on loans secured by real estate. The provision for credit losses of $236.4 million, however, decreased 9 percent from last year mainly due to credit improvements in the leasing and equipment finance portfolio.
Overall, we have seen some improvement in credit quality, most notably in our leasing and equipment finance portfolio. We have started to see early signs of stabilization in our consumer real estate portfolio, which gives us some optimism about 2011, however, it is still too early to claim victory. While still challenging, our credit losses remain less than most of our peers and continue to be manageable.
Revenue
TCF's total revenue in 2010 was $1.2 billion, up 7 percent from last year with an increase of 10 percent in net interest income and an increase of 2 percent in non-interest income. Our aggressive deposit pricing strategy and growth in our specialty finance portfolio in 2010 contributed to the increase in net interest income. Net interest income, however, was pressured by increased non-accrual loans and leases and TDRs, as well as management's efforts to change the mix of assets by replacing the run-off of higher-yielding fixed-rate loans with lower-yielding variable-rate loans in anticipation of future interest rate increases.
Banking fees and service charges in 2010 decreased from last year primarily due to the implementation of opt-in regulations in August 2010. This impact was partially offset by new monthly maintenance fee income. We look forward to 2011 as we believe our banking customers will find value in the enhancements we have recently made to our anchor checking account, TCF Convenience Checking, as well as additional deposit account products and enhancements yet to come in 2011.
TCF's card revenue of $111.1 million in 2010 was up 6 percent from 2009, which was attributable to an increase in consumer spending and a small increase in average interchange rates. TCF has a large checking account base contributing to our ranking as the 11th largest Visa® Classic debit card issuer in the United States. Card revenue could be impacted in 2011 depending upon the Federal Reserve's final rules on debit card interchange rates and the outcome of our lawsuit.
A strong fee category in 2010 was leasing and equipment finance revenues, which totaled $89.2 million, up 29 percent, from the prior year. Both operating lease revenues and customer--driven sales-type lease revenues increased in 2010.
Expenses
TCF was very efficient in managing its operating expenses in 2010. We continued to place an emphasis on our core businesses of deposit gathering and loan and lease production. In addition, our streamlined day-to-day operations via our recent company reorganization reduced redundancies, improved efficiencies and created a highly responsive and performance-driven culture. Unfortunately, 2010 presented some unusual charges that fell outside of core operating expenses. Consulting costs increased significantly as a result of the administration of the company's Bank Secrecy Act program. Legal costs increased as well due to the challenge of the Durbin Amendment of the Dodd-Frank Act. In addition, foreclosed real estate and repossessed asset expenses increased $8.5 million, or 27 percent, from last year as a result of increased levels of consumer real estate properties owned and the associated expenses.
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 2010, TCF and its employees contributed over $2 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.
Expense control will be an ongoing emphasis in 2011. TCF management and employees will continue to find ways to contribute to the bottom line while still carefully monitoring expenses.
To Be Successful in 2011, 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 services such as TCF Mobile Banking, and cross-sell initiatives while lending to creditworthy customers. Despite a decrease in the number of deposit accounts in 2010, we intend to earn them back in 2011. Deposit gathering and loan and lease production are the bread and butter of TCF, and a high priority for our entire management team in 2011. 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 the economy to begin to improve during the year, which eventually 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, including home prices and unemployment.
Use capital wisely. TCF is solidly capitalized. We will continue to be good stewards of our stockholders' capital and think in terms of the best long-term interest of the company. Prudent capital management, which includes making wise investments, is a top priority as well as staying cognizant of maintaining a strong liquidity position for unanticipated situations.
Stay innovative in product and service offerings within the constraints of new regulations. We have shown that we can be flexible and move quickly in response to regulatory changes imposed on our products and services. We will continue to be innovative to 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 2011 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 the highest of standards. Reputation for honesty and integrity continues to rank at the top of our priorities.
Risks to Our Business Strategy
Congressional and regulatory actions, including the uncertainty surrounding the Durbin Amendment, 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 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 expenses. We continue to monitor these developments but a growing amount of time and dollars are being spent on this effort.
The economic climate is a major risk for all banks, including TCF. Unemployment and depressed home and commercial real estate values reduce consumer spending and loan demand, which impacts the ability of banks to generate fee income and earn interest on new loans.
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 inhibit growth or force higher deposit costs. Growing core deposits reduces this risk.
Changes in customer behavior from the slowing economy and advances in technology could further impact fee revenue. In addition, further changes to our product and service offerings in response to legislative changes could impact 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 has become more challenging as we find ourselves repeatedly competing with the nation's largest inventory finance provider.
A further deterioration 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 suffer 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 is strong and we have ample liquidity to conduct business. I am proud we have held tight to our conservative banking principles and, as a result, TCF has remained profitable for an astounding 63 consecutive quarters. We continue to be innovative and look for opportunities to create and deliver value to our stockholders despite the recessionary environment and government's overreach into the banking industry. We have also demonstrated an ability to meet our regulatory challenges head-on. This proactive approach has proven to be the right thing to do for our customers and stockholders.
We continue to have a mutuality of interest with our stockholders. Our senior management and board of directors own over 6.2 million shares, or 4 percent of TCF stock. Eighty-two percent of our match-eligible employees participate in TCF's Employees Stock Purchase Plan, which at year-end held over 7.8 million shares.
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 2010. During the past year, we welcomed Karen Grandstrand, Ray Barton and Rick Zona to TCF board membership. Karen has a wealth of knowledge and experience in law and in the banking industry; Ray brings an entrepreneurial background and insight into the retail franchise business; and Rick provides us with his knowledge and experience in the financial services industry. We welcome their insights to assist TCF in our continued growth and success.
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 our accomplishments.
Thank you for your continued support and investment in TCF.
William A. Cooper
Chairman and Chief Executive Officer
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